Amended and Restated Shareholder Maintenance Agreement
Amended and
Restated
Shareholder Maintenance
Agreement
This Amended and Restated Shareholder Maintenance Agreement ("Agreement") is entered into this 28th day of November, 2001 , by and
between The AAL Mutual Funds, a Massachusetts Business Trust, ("The Funds"), and AAL Capital Management Corporation, a Delaware
Corporation ("CMC").
WHEREAS, The Funds and CMC entered into a Shareholder Maintenance Agreement dated April 1, 1995, as modified by various amendments
that have been approved by the Funds and CMC and
WHEREAS, The Fund’s Board of Trustees (“Board of Trustees”) desires to provide shareholders of The Funds certain shareholder services now commonly provided in the mutual fund industry ; and
WHEREAS, a majority of the Board of Trustees, including all of the disinterested Trustees, have annually approved the Shareholder Maintenance Agreement between The Funds and CMC, and in so approving, made the following findings:
- The Agreement is in the best interest of The Funds and its shareholders;
- The services described in the Agreement are necessary for the operation of The Funds and are not services that are
appropriately funded by fees paid under The Funds' Rule 12b-1 Distribution Plan;
- CMC can provide services, the nature and quality of which are at least equal to those provided by others offering the same
or similar services;
- The fees for such services are fair and reasonable in light of the usual and customary charges made by others for the same
or similar services; and
- CMC has the knowledge and experience concerning the operations of The Funds that would enable it to provide a quality of service not currently available from a third party, and
WHEREAS, the Funds desire CMC to render the service to the Funds in the manner and on the terms and conditions hereinafter set forth with respect to each of the Funds’ Series identified on Schedule A attached hereto, as modified from time-to-time by the mutual consent of the parties.
WHEREAS, the Funds and CMC now wish to amend and restate the 1995 Shareholder Maintenance Agreement to incorporate various amendments and terms they have agreed upon and other related matters.
NOW THEREFORE, the parties agree to amend and restate the Shareholder Maintenance Agreement as follows:
- Description of Services. CMC shall provide certain shareholder services, including:
1.1 Operating a toll-free telephone number staffed by licensed investment professionals at least 9 hours per day. The assistance provided will include providing current account information as well as explanation and assistance with The Funds’ procedures and practices; 1.2 Operating a recording system, staffed by licensed investment professionals, to facilitate shareholder telephone transactions and serve as documentation for such transactions; 1.3 Providing trained personnel to research and answer shareholder written correspondence and requests for documents directed to The Funds; 1.4 Providing, on or before May 1, 1995, the hardware, software programming and maintenance, to operate a 24 hour Voice Response Unit (VRU) to provide shareholders with 24 hour access to basic Fund and account information; 1.5 Quality control of all new accounts; 1.6 Pre-processing of all new accounts and subsequent orders received by CMC; 1.7 Availability and maintenance of a computerized application for new account purchases; and 1.8 Electronic Funds processing. 1.9 Shareholder correspondence. - Payment for
Services. The fee payable to CMC is the difference between the standard full
service fee schedule of PFPC, Inc. (PFPC) and the fees currently charged to the
Funds by PFPC for active shareholder accounts, or as otherwise agreed to by
parties, plus reimbursement for actual out-of-pocket expenses incurred by CMC in
the course of providing such services, including, without limitation, expenses
for telephone services and postage. The current fee is reflected in Schedule B
of this Agreement. The rate of this fee and the amounts reimbursed to CMC for
out-of-pocket expenses shall be reviewed no less frequently than annually by the
Board of Trustees, at such time as said Board reviews the Funds’ contract
with PFPC. Fees under this Agreement shall be accrued daily and payable monthly.
- Employees. All
personnel assigned by CMC to perform services under the Agreement will be
employees of CMC. CMC will be considered, for all purposes, an independent
contractor, and it will not directly or indirectly make any commitment or incur
any liabilities on behalf of The Funds without prior written consent from an
authorized Officer of the Funds.
- Term of
Agreement. The term of this Agreement shall begin on the date first above
written, and, will continue in effect from year-to-year as it pertains to each
series, subject to the termination provisions and all other terms and conditions
hereof, so long as such continuation shall be specifically approved at least
annually by the Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of such series and, concurrently with such
approval by the Board of Trustees or prior to such approval by the holders of
the outstanding voting securities of such series, as the case may be, by the
vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party.
- Termination of
Agreement. This Agreement may be terminated by any party hereto either as it
pertains generally to all of the series or as it pertains to a particular
series, without the payment of any penalty, upon 60 days’ prior notice in
writing to the other party; provided, that in the case of termination by the
Fund such action shall have been authorized by resolution of a majority of the
Trustees of the Fund who are not parties to this Agreement or interested persons
of any such party, or by vote of a majority of the outstanding voting securities
of each series affected by such termination.
- Miscellaneous.
6.1 Services by Others. CMC may, at its cost, subcontract with others to
better provide shareholders with the services described in this Agreement;
provided CMC shall be responsible for the performance by such third party(ies)
as though CMC had directly provided the service.
6.2 Ownership of Records. CMC shall maintain all records arising from
services provided hereunder and required to be maintained and preserved by The
Funds pursuant to all applicable laws and regulations. CMC shall surrender these
records promptly upon request of The Funds.
6.3 Reports to The Board of Trustees. CMC shall provide the Board of
Trustees, at such times as it may request, information concerning CMC’s
performance under this Agreement, including information as to costs actually
incurred and the volume and nature of shareholder contacts.
6.4 Services to Others. Nothing contained herein shall limit CMC or any
affiliate from providing services to third parties or to engage in other
business activities.
6.5 Agreement Binding only on Trust Property. CMC understands that the
obligations of this Agreement are not binding on any shareholder of The Funds
personally, but bind only The Funds’ property. CMC represents that it has
notice of The Funds’ Declaration of Trust disclaiming shareholder liability
for acts and obligations of The Funds.
6.6 Law and Enforceability. This Agreement shall be construed according
to the laws of the State of Wisconsin and the invalidity or unenforceability of
any provision shall not affect or impair any other provisions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers, effective the date first above written.
ATTEST: THE AAL MUTUAL FUNDS /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇▇▇ ▇. Same -------------------------------- -------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Assistant Secretary ▇▇▇▇▇▇ ▇. Same, President ATTEST: AAL CAPITAL MANAGEMENT CORPORATION /s/▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/▇▇▇▇▇▇ ▇. Same -------------------------------- -------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇, Assistant Secretary ▇▇▇▇▇▇ ▇. Same, President
SHAREHOLDER
MAINTENANCE AGREEMENT
SCHEDULE A
(amended and
restated November 28 , 2001)
- The AAL Technology Stock Fund
- The AAL Aggressive Growth Fund
- The AAL Small Cap Stock Fund
- The AAL Small Cap Index Fund II
- The AAL Small Cap Value Fund
- The AAL Mid Cap Stock Fund (f/k/a The AAL Smaller Company Stock Fund)
- The AAL Mid Cap Index Fund
- The AAL Mid Cap Index Fund II
- The AAL International Fund
- The AAL Capital Growth Fund
- The AAL Large Company Index Fund
- The AAL Large Company Index Fund II
- The AAL Equity Income Fund (f/k/a/ The AAL Utilities Fund)
- The AAL Balanced Fund
- The AAL High Yield Bond Fund
- The AAL Municipal Bond Fund
- The AAL Bond Fund
- The AAL Bond Index Fund
- The AAL Money Market Fund
- The AAL U.S. Government Zero Coupon Target Fund, Series 2006
SHAREHOLDER
MAINTENANCE AGREEMENT
SCHEDULE B
(amended and restated November 28 , 2001)
Current Shareholder Maintenance Fee
$3.50 plus out-of-pocket expenses incurred by AAL Capital Management Corporation
Out-of-pocket expenses include but are not limited to:
- cost of telephone services
- mail costs including postage and overnight delivery
- incoming and outgoing wire charges
- expenses incurred at the direction of the Fund(s)