Effective April 1, 1991, AAL Distributors Inc. changed its name to AAL Capital
Management Corporation. All references to AAL Distributors Inc. ("Distributor")
are now to AAL Capital Management Corporation.
THE AAL MUTUAL FUNDS
DISTRIBUTION AGREEMENT
This Agreement, made as of the 15TH day of JUNE, 1987, between THE AAL MUTUAL
FUNDS, a Massachusetts business trust (the "Trust"), and AAL DISTRIBUTORS INC.,
a Delaware corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Trust proposes to engage in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "1940 Act") and it is in the interest of the Trust to
offer its classes of shares entitled the Capital Growth Series ("Capital Growth
Fund"), the Income Series ("Income Fund") and the Municipal Bond Series
("Municipal Bond Fund") (individually a "Fund" and collectively the "Funds") for
sale continuously; and
WHEREAS, the Distributor is registered as a broker-deal under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD");
and
WHEREAS, the Trust and the Distributor wish to enter into an agreement with each
other with respect to the continuous offering of the shares of beneficial
interest of all series of shares of the Trust (the "Shares"), to commence after
the effectiveness of its initial registration statement filed pursuant to the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act.
NOW, THEREFORE, the parties agree as follows:
1. Appointment of Distributor
The Trust hereby appoints the Distributor as its exclusive agent to sell
and to arrange for the sale of the Shares, on the terms and for the period
set forth in this Agreement, and the Distributor hereby accepts such
appointment and agrees to act hereunder directly and/or through the Trust's
transfer agent in the manner set forth in the prospectus (as defined
below). It is understood and agreed that the services of the Distributor
hereunder are not exclusive, and the Distributor may act as principal
underwriter for the shares of any other registered investment company. It
is also understood that purchases of shares may be made directly through
the Funds' Transfer Agent in the manner set forth in the prospectus.
2. Services and Duties of the Distributor
(a) The Distributor agrees to sell the Shares, as agent for the Trust,
from time to time during the term of this Agreement upon the terms
described in the Trust's prospectus. As used in this Agreement, the
term "prospectus" shall mean the prospectus and statement of
additional information included as part of the Trust's Registration
Statement, as such prospectus and statement of additional information
may be amended or supplemented from time to time, and the term
"Registration Statement" shall mean the Registration Statement most
recently filed from time to time by the Trust with the Securities and
Exchange Commission and effective under the 1933 Act and the 1940 Act,
as such Registration Statement is amended by any amendments thereto at
the time in effect. The Distributor shall not be obligated to sell any
certain number of Shares.
(b) Upon commencement of the Trust's operations, the Distributor will hold
itself available to receive orders, satisfactory to the Distributor,
for the purchase of the Shares and will accept such orders and will
transmit such orders and funds received by it in payment for such
Shares as are so accepted to the Trust's transfer agent or custodian,
as appropriate, as promptly as practicable. Purchase orders shall be
deemed effective at the time and in the manner set forth in the
prospectus. The distributor shall not make any short sales of shares.
(c) The offering price of the Shares shall be the net asset value per
share of the Shares (as defined in the Declaration of Trust) and as
determined as set forth in the prospectus, plus the sales charge
(determined as set forth in the prospectus). The Trust shall furnish
the Distributor, with all possible promptness, an advice of each
computation of net asset value and offering price.
(d) The above-mentioned sales charge shall constitute the entire
compensation of the Distributor, except that the Distributor may also
be compensated through payments under the Distribution Plan adopted
pursuant to Rule 12b-1 under the 1940 Act.
3. Duties of the Trust
(a) Maintenance of Federal Registration. The Trust shall, as its expense,
take, from time to time, all necessary action and such steps,
including payment of the related filing fees, as may be necessary to
register and maintain registration of a sufficient number of Shares
under the 1933 Act. The Trust agrees to file from time to time such
amendments, reports and other documents as may be necessary in order
that there may be no untrue statement of a material fact in a
registration statement or prospectus, or necessary in order that there
may be no omission to state a material fact in the registration
statement or prospectus which omission would make the statements
therein misleading.
(b) Maintenance of "Blue Sky" Qualifications. The Trust shall, at its
expense, use its best efforts to qualify and maintain the
qualifications of an appropriate number of Shares for sale under the
securities laws of such states as the Distributor and the Trust may
approve, and, if necessary or appropriate in connection therewith, to
qualify and maintain the qualification of the Trust as a broker or
dealer in such states; provided that the Trust shall not be required
to amend its Declaration of Trust or By-Laws to comply with the laws
of any state, to maintain an office in any state, to change the terms
of the offering of the Shares in any state, to change the terms of the
offering of the Shares in any state from the terms set forth in its
prospectus, to qualify as a foreign corporation in any state or to
consent to service of process in any state other than with respect to
claims arising out of the offering and sale of the Shares. The
Distributor shall furnish such information and other material relating
to its affairs and activities as may be required by the Trust in
connection with such qualifications.
(c) Copies of Reports and Prospectus. The Trust shall, at its expense,
keep the Distributor fully informed with regard to its affairs and in
connection therewith shall furnish to the Distributor copies of all
information, financial statements and other papers which the
Distributor may reasonably request for use in connection with the
distribution of Shares, including such reasonable number of copies of
its prospectus and annual and interim reports as the Distributor may
request and shall cooperate fully in the efforts of the Distributor to
sell and arrange for the sale of the Shares and in the performance of
the Distributor under this Agreement.
4. Conformity with Applicable Law and Rules
The Distributor agrees that in selling Shares hereunder it shall conform in
all respects with the laws of the United States and of any state in which
Shares may be offered, and with applicable rules and regulations of the
NASD.
5. Expenses
(a) The Trust shall bear all costs and expenses of the continuous offering
of its Shares in connection with: (i) fees and disbursements of its
counsel and independent accountants, (ii) the preparations, filing and
printing of any registration statements and/or prospectus required by
and under the federal securities laws, (iii) the preparation and
mailing of annual and interim reports, prospectus and proxy materials
to shareholders and (iv) the qualifications of Shares of the Trust for
sale under the securities laws of such states or other jurisdictions
as shall be selected by the Trust and the Distributor and the cost and
expenses payable to each such state for continuing qualification
therein.
(b) The Distributor shall bear (i) the costs and expenses of preparing,
printing and distributing any materials not prepared by the Trust and
other materials used by the Distributor in connection with this
offering of Shares for sale to the public, including the additional
cost of printing copies of the prospectus and of annual and interim
reports to shareholders other than copies thereof required for
distribution to shareholders or for filing with any federal securities
authorities, (ii) any expenses of advertising incurred by the
Distributor in connection with such offering and (iii) the expenses of
registration or qualification of the Distributor as a dealer or broker
under federal or state laws and the expenses of continuing such
registration or qualification.
6. Independent Contractor
In performing its duties hereunder, the Distributor shall be an independent
contractor and neither the Distributor, nor any of its officers, directors,
employees, or representatives is or shall be an employee of the Trust in
the performance of the Distributor's duties hereunder. The Distributor
shall be responsible for its own conduct and the employment, control, and
conduct of its agents and employees and for injury to such agents or
employees or to others through its agents or employees. The Distributor
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employee taxes thereunder.
7. Indemnification
(a) Indemnification of Trust. The Distributor agrees to indemnify and hold
harmless the Trust and each of its present or former trustees,
officers, employees, representatives and each person, if any, who
controls or previously controlled the Trust within the meaning of
Section 15 of the 1933 Act against any and all losses, liabilities,
damages, claims or expenses (including the reasonable costs of
investigating or defending any alleged loss, liability, damage, claims
or expense and reasonable legal counsel fees incurred in connection
therewith) to which the Trust or any such person may become subject
under the 1933 Act, under any other statute, at common law, or
otherwise, arising out o the acquisition of any Shares by any person
which (i) may be based upon any wrongful act by the Distributor or any
of the Distributor's directors, officers, employees or
representatives, or (ii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in a
registration statement, prospectus, shareholder report or other
information covering Shares filed or made public by the Trust or any
amendment thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon information
furnished to the Trust by the Distributor. In no case (i) is the
Distributor's indemnity in favor of the Trust, or any person
indemnified to be deemed to protect the Trust or such indemnified
person against any liability to which the Trust or such person would
otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance of his duties or by reason of his
reckless disregard of his obligations and duties under this Agreement
or (ii) is the Distributor to be liable under its indemnity agreement
contained in this Paragraph with respect to any claim made against the
Trust or any person indemnified unless the Trust or such person, as
the case may be, shall have notified the Distributor in writing of the
claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim
shall have been served upon the Trust or upon such person (or after
the Trust or such person shall have received notice to such service on
any designated agent.) However, failure to notify the Distributor of
any such claim shall not relieve the Distributor from any liability
which the Distributor may have to the Trust or any person against whom
such action is brought otherwise than on account of the Distributor's
indemnity agreement contained in this Paragraph.
The Distributor shall be entitled to participate, at its own expense,
in the defense, or, if the Distributor so elects, to assume the
defense of any suit brought to endorse any such claim, but, if the
Distributor elects to assume the defense, such defense shall be
conducted by legal counsel chosen by the Distributor and satisfactory
to the Trust and to the defendant or defendants who are entitled to
such indemnification. In the event that the Distributor elects to
assume the defense of any suit and retain legal counsel, the Trust and
the defendant or defendants who are entitled to such indemnification,
shall bear the fees and expenses of any additional legal counsel
retained by them. If the Distributor does not elect to assume the
defense of any such suit, the Distributor will reimburse the Trust and
the defendant or defendants entitled to such indemnification for the
reasonable fees and expenses of any legal counsel retained by them.
The Distributor agrees to promptly notify the Trust of the
commencement of any litigation of proceedings against it or any of its
officers, employees or representatives in connection with the issue or
sale of any Shares.
(b) Indemnification of the Distributor. The Trust agrees to indemnify and
hold harmless the Distributor and each of its present or former
directors, officers, employees, representatives and each person, if
any, who controls or previously controlled the Distributor within the
meaning of Section 15 of the 1933 Act, under any other statute, at
common law, or otherwise, arising out of the acquisition of any Shares
by any person which (i) may be based upon any wrongful act by the
Trust or any of the Trust's trustees, officers, employees or
representatives (other than the Distributor), or (ii) may be based
upon any untrue statement or alleged untrue statement or a material
fact contained in a registration statement, prospectus, shareholder
report or other information covering Shares filed or made public by
the Trust or any amendment thereof or supplement thereto, or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to made the statements therein not
misleading unless such statement or omission was made in reliance upon
information furnished to the Trust by the Distributor. In no case (i)
is the Trust's indemnity in favor of the Distributor, or any person
indemnified to be deemed to protect the Distributor or such
indemnified person against any liability to which the Distributor or
such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of his obligations and
duties under this Agreement, or (ii) is the Trust to be liable under
its indemnity agreement contained in this Paragraph with respect to
any claim made against Distributor or person indemnified unless the
Distributor, or such person, as the case may be, shall have notified
the Trust in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the
nature of the claim shall have been served upon the Distributor or
upon such person (or after the Distributor or such person shall have
received notice of such service on any designated agent.) However,
failure to notify the Trust of any such claim shall not relieve the
Trust from any liability which the Trust may have to the Distributor
or any person against whom such action is brought otherwise than on
account of the Trust's indemnity agreement contained in this
Paragraph.
The Trust shall be entitled to participate, at its own expense, in the
defense, or, if the Trust so elects, to assume the defense of any suit
brought to enforce any such claim, but if the Trust elects to assume
the defense, such defense shall be conducted by legal counsel chosen
by the Trust and satisfactory to the Distributor and to the defendant
or defendants entitled to such indemnification. In the vent that the
Trust elects to assume the defense of any suit and retain legal
counsel, the Distributor and the defendant or defendants entitled to
such indemnification, shall bear the fees and expenses of any
additional legal counsel retained by them. If the Trust does not elect
to assume the defense of any such suit, the Trust will reimburse the
Distributor and the defendant or defendants entitled to such
indemnification for the reasonable fees and expenses of any legal
counsel retained by them. The Trust agrees to promptly notify the
Distributor of the commencement of any litigation or proceedings
against it or any of its trustees, officers, employees, or
representatives in connection with the issue or sale of any Shares.
8. Authorized Representatives
The Distributor is not authorized by the Trust to give on behalf of the
Trust any information or to make any representations in connection with the
sale of Shares other than the information and representations contained in
a registration statement or prospectus filed with the Securities and
Exchange Commission ("SEC") under the 1933 Act and/or the 1940 Act,
covering Shares, as such registration statement and prospectus may be
amended or supplemented from time to time, or contained in shareholder
reports or other material that may be prepared by or on behalf of the Trust
for the Distributor's use. This shall not be construed to prevent the
Distributor from preparing and distributing tombstone ads and sales
literature or other material as it may deem appropriate. No person other
than the Distributor is authorized to act as principal underwriter (as such
term is defined in the 0000 Xxx) for the Trust.
9. Term of Agreement
The term of this Agreement shall begin on the date first above written, and
unless sooner terminated as hereinafter provided, this Agreement shall
remain in effect through JUNE 15, 1989. Thereafter, this Agreement shall
continue in effect from year to year, subject to the termination provisions
and all other terms and conditions thereof, so long as such continuation
shall be specifically approved at least annually by the Board of Trustees
or by vote of a majority of the outstanding voting securities of the Trust
and, concurrently with such approval by the Board of Trustees or prior to
such approval by the holders of the outstanding voting securities of the
Trust, 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 Trust who are not parties to this Agreement or interested persons of
any such party. The Distributor shall furnish to the Trust, promptly upon
its
request, such information as may reasonably be necessary to evaluate the
terms of this Agreement or any extension, renewal or amendment hereof.
10. Amendment or Assignment of Agreement
This Agreement may not be amended or assigned except as permitted by the
1940 Act, and this Agreement shall automatically and immediately terminate
in the event of its assignment.
11. Termination of Agreement
This Agreement may be terminated by either party hereto, without the
payment of any penalty, on not more than upon 60 days' nor less than 30
days' prior notice in writing to the other party; provided, that in the
case of termination by the Trust such action shall have been authorized by
resolution of a majority of the trustees of the Trust 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 the Trust.
12. Miscellaneous
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Declaration of Trust or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by which it
is bound, or to relieve or deprive the Board of Trustees of the Trust of
responsibility for and control of the conduct of the affairs of the Trust.
13. Definition of Terms
Any questions of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of
the 1940 Act shall be resolved by reference to such term or provision of
the 1940 Act and to interpretation thereof, if any, by the United States
courts or, in the absence of any controlling decision of any such court, by
rules, regulations or orders of the Securities and Exchange Commission
validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a
majority of the outstanding voting securities", " interested persons",
"assignment" and "affiliated person", as used in Paragraphs 8, 9 and 10
hereof, shall have the meanings assigned to them by Section 2(a) of the
1940 Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is relaxed by a rule,
regulation or order of the Securities and Exchange Commission, whether of
special or of general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
14. Compliance with Securities Laws
The Trust represents that it is registered as an open-end management
investment company under the 1940 Act, and agrees that it will comply with
all the provisions of the 1940 Act and of the rules and regulations
thereunder. The Trust and the Distributor each agree to comply with all of
the applicable terms and provisions of the 1940 Act, the 1933 Act and,
subject to the provisions of Section 4(d), all applicable "Blue Sky" laws.
The Distributor agrees to comply with all of the applicable terms and
provisions of the Securities Exchange Act of 1934.
15. Notices
Any notice required to be given pursuant to this Agreement shall be deemed
duly given if delivered or mailed by registered mail, postage prepaid, to
the Distributor or to the Trust at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxx, 00000-0000.
16. Governing Law
This Agreement shall be governed and construed in accordance with the laws
of the State of Wisconsin.
17. No Shareholder Liability
The Distributor understands that the obligations of this Agreement are not
biding upon any shareholder of the Trust personally, but bind only the
Trust's property; the Distributor represents that it has notice of the
provisions of the Declaration of Trust disclaiming shareholder liability
for acts or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives and their respective corporate
seals to be hereunto affixed, as of the day and year first above written.
ATTEST: THE AAL MUTUAL FUNDS
/s/ Xxxxxx X. Same /s/Xxxx X. Xxxxxx
--------------------------- ---------------------------
Xxxxxx X. Same, Secretary Xxxx X. Xxxxxx, President
ATTEST: AAL DISTRIBUTORS INC.
/s/Xxxxxx X. Same /s/Xxxxxxxx Xxxx Xxxxxxx
--------------------------- ---------------------------
Xxxxxx X. Same, Secretary Xxxxxxxx Xxxx Xxxxxxx, President
AMENDMENT NO. 9
TO
DISTRIBUTION AGREEMENT
Effective December 31, 1999, The AAL Mutual Funds Distribution Agreement (the
"Agreement") dated June 15, 1987, as amended, between The AAL Mutual Funds and
AAL Capital Management Corporation (f/k/a AAL Distributors, Inc.), is further
amended as follows:
1. Exhibit A to the Agreement is amended to add The AAL Large Company Index
Fund, The AAL Mid Cap Index Fund, and The AAL Bond Index Fund.
A revised Exhibit A, effective as of the date of this Amendment No. 9 is
attached an incorporated herein.
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be signed by
the respective officers effective as of December 31, 1999.
ATTEST: THE AAL MUTUAL FUNDS
By: /s/Xxxxxxxxx X. Xxxxxxx By: /s/Xxxxxx X. Same
--------------------------- ---------------------------
Xxxxxxxxx X. Xxxxxxx Xxxxxx X. Same
ATTEST: AAL CAPITAL MANAGEMENT CORPORATION
By: /s/Xxxxxxxxx X. Xxxxxxx By: /s/Xxxxxx X. Same
--------------------------- ---------------------------
Xxxxxxxxx X. Xxxxxxx Xxxxxx X. Same
EXHIBIT A
TO
THE AAL MUTUAL FUNDS DISTRIBUTION AGREEMENT
(EFFECTIVE DECEMBER 31, 1999)
1. The AAL Capital Growth Fund
2. The AAL Bond Fund
3. The AAL Municipal Bond Fund
4. The AAL Money Market Fund
5. The AAL U.S Government Zero Coupon Target Fund, Series 2001
6. The AAL U.S Government Zero Coupon Target Fund, Series 2006
7. The AAL Mid Cap Stock Fund (f/k/a The AAL Smaller Company Stock Fund)
8. The AAL Equity Income Fund (f/k/a The AAL Utilities Fund)
9. The AAL International Fund
10. The AAL Small Cap Stock Fund
11. The AAL High Yield Bond Fund
12. The AAL Balanced Fund
13. The AAL Large Company Index Fund
14. The AAL Mid Cap Index Fund
15. The AAL Bond Index Fund
