SHAREHOLDER SERVICES AGREEMENT
THIS SHAREHOLDER SERVICES AGREEMENT is made and entered into as of
______________, 2005 by and between AMERICAN UNITED LIFE INSURANCE COMPANY (the
"Company"), ONEAMERICA SECURITIES, INC., and ALLIANCE GLOBAL INVESTOR SERVICES,
INC. ("AGIS").
WHEREAS, the Company has been retained by the sponsor of a qualified
employee benefit plan or plans (the "Plan" or "Plans"), to provide recordkeeping
and related administrative services on behalf of such Plans and the participants
under such Plans (the "Participants"), including daily valuation and processing
of orders for investment and reinvestment of assets in the various investment
options available under the Plans; and
WHEREAS, the Company may make available as investment options under such
Plans, one or more of the funds identified in Attachment A attached hereto (the
"Funds"), each of which is a series of mutual fund shares registered under the
Investment Company Act of 1940, as amended, and issued by one of the Funds; and
WHEREAS, on the terms and conditions hereinafter set forth, the parties
desire to make shares of the Funds available as investment options under the
Plans and to retain the Company to perform certain administrative services on
behalf of the Funds, and the Company is willing and able to furnish such
services;
NOW THEREFORE, the Company and AGIS agree as follows:
1. Transactions in the Funds. Subject to the terms and conditions of this
Agreement, AGIS or its affiliate will make shares of the Funds available to be
purchased, exchanged, or redeemed, by or on behalf of the Plan or Plans through
a single account per Plan for each Fund (the "Accounts") at the net asset value
applicable to each order. The Funds' shares shall be purchased and redeemed on a
net basis in such quantity and at such time as determined by the Company to
correspond with investment instructions received by the Company from the
Participants. Dividends and capital gains distributions will be automatically
reinvested in full and fractional shares of the Funds.
2. Administrative Services. The Company agrees to provide all
administrative services for the Plan and Plan Participants, including but not
limited to those specified in Attachment B (the "Administrative Services"). AGIS
shall not be required to provide Administrative Services for the benefit of the
Plans or Plan Participants. The Company's representatives shall not make any
statements that indicate otherwise to Participants or representatives of any
Plan. The Company agrees that it will maintain and preserve all records as
required by law or its agreement with the Plan sponsors to be maintained and
preserved in connection with providing the Administrative Services, and will
otherwise comply with all laws, rules and regulations applicable to the
provision of the Administrative Services. The Company will permit AGIS or its
representative to have reasonable access to its personnel and records in order
to facilitate the monitoring of the quality of the Administrative Services.
3. Processing and Timing of Transactions.
(a) AGIS hereby appoints the Company as its agent for the limited purpose
of receiving purchase and redemption orders for Fund shares from the
Plans and/or Participants, as applicable. On each day the New York
Stock Exchange (the "Exchange") is open for business (each a "Business
Day"), the Company may receive instructions from the Plans and/or
Participants for the purchase or redemption of shares of the Funds
("Orders"). Subject to the right of the Funds to reject any purchase
Orders, Orders received by the Company prior to the close of regular
trading on the Exchange (the "Close of Trading") on any given Business
Day and transmitted to AGIS by 8:30 a.m. Eastern time the next
Business Day will be executed by AGIS at the net asset value
determined as of the Close of Trading on the Business Day the order
was received by the Company. Any Orders received by the Company on
such day but after the Close of Trading, and all Orders that are
transmitted to AGIS after 8:30 a.m. Eastern time on the next Business
Day, will be executed by AGIS at the net asset value determined as of
the Close of Trading on the next Business Day following the day of
receipt of such Order. The Company hereby represents and warrants that
it has adopted and implemented internal controls reasonably designed
to prevent Orders received after the Close of Trading on any Business
Day from being submitted to AGIS as or with Orders received prior to
the Close of Trading on such Business Day. The day on which an Order
is executed by AGIS pursuant to the provisions set forth above is
referred to herein as the "Effective Trade Date."
(b) By 7:00 p.m. Eastern time on each Business Day, AGIS will provide to
the Company via facsimile or other electronic transmission acceptable
to the Company the Funds' net asset values, dividend and capital gain
information and, in the case of income funds, the daily accrual for
interest rate factor (mil rate), determined at the Close of Trading.
(c) By 8:30 a.m. Eastern time on the Business Day following the receipt of
Orders, the Company will provide to AGIS via facsimile or other
electronic transmission acceptable to AGIS a report indicating the
aggregate Orders received by the Company from Participants in each
Plan by the Close of Trading of such Business Day.
(d) Upon the timely receipt from the Company of the report described in
(c) above, AGIS will execute the purchase or redemption transactions
(as the case may be) at the net asset value computed as of the Close
of Trading on the Effective Trade Date. Such purchase and redemption
transactions will settle on the Business Day next following the
Effective Trade Date. Payments for net purchase and net redemption
orders shall be made by wire transfer by the Plan (for net purchases)
or by the Funds (for net redemptions) to the account designated by the
appropriate receiving party on the Business Day following the
Effective Trade Date.
(e) AGIS will endeavor to provide advance notice to the Company of any
dividends or capital gains distributions.
4. Account Information. AGIS shall provide to the Company:
(a) daily confirmations of Account activity mailed within two Business
Days after each day on which a purchase or redemption of Shares is
effected for the particular Account.
(b) quarterly statements detailing activity in each Account within fifteen
Business Days after the end of each quarter.
(c) such other reports as may be reasonably requested by the Company. In
addition, the Company will have on-line remote access to Account
information in order to confirm transactions on a daily basis.
5. Prospectus and Proxy Materials.
(a) AGIS shall provide to the shareholder of record on behalf of the Plans
copies of the proxy materials, periodic fund reports to shareholders
and other materials that are required by law to be sent to the Funds'
shareholders. In addition, AGIS or its affiliates shall provide the
Company with a sufficient quantity of prospectuses of the Funds to be
used in conjunction with the transactions contemplated by this
Agreement, together with such additional copies of the Funds'
prospectuses as may be reasonably requested by the Company. If a Plan
provides for pass-through voting by its Participants, or if the
Company determines that pass-through voting is required by law, AGIS
will provide the Company with a sufficient quantity of proxy materials
for each Participant.
(b) The cost of preparing, printing and shipping of the prospectuses,
proxy materials, periodic fund reports and other materials of the
Funds to the Company shall be paid by AGIS or its agent; provided,
however, that if at any time AGIS or its agent reasonably deems the
usage by the Company or a Plan of such items to be excessive, it may,
prior to the delivery of any quantity of materials in excess of what
it deems reasonable, request that the Company or the Plan, as the case
may be, demonstrate the reasonableness of such usage. If AGIS believes
the reasonableness of such usage has not been adequately demonstrated,
it may request that the party responsible for such excess usage pay
the cost of printing (including press time) and delivery of any excess
copies of such materials. Unless the Company or the Plan, as the case
may be, agrees to make such payments, AGIS may refuse to supply
additional materials and this section shall not be interpreted as
requiring delivery by AGIS of any copies in excess of the number of
copies required by law.
(c) The cost of any distribution of prospectuses, proxy materials,
periodic fund reports and other materials of the Funds to the Plan or
its Participants shall be paid by either the Company, the Plan, or the
Plan sponsor, as determined by the Company's agreement with the Plan,
and shall not be the responsibility of AGIS.
6. Compensation and Expenses.
(a) The Company, the trustee or other designee of a Plan shall be the sole
shareholder of Fund shares purchased for the Plan pursuant to this
Agreement (the "Record Owner"). The Record Owner shall properly
complete any applications or other forms required by AGIS.
(b) AGIS acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to
postage, shareholder communications and recordkeeping, by virtue of
having a single shareholder account per Fund for the Plan rather than
having each Participant as a shareholder. In consideration of the
Administrative Services and performance of all other obligations under
this Agreement by the Company, AGIS will pay the Company a fee (the
"Administrative Services Fee") equal to the applicable per annum
amount per Fund specified in Attachment A hereto.
(c) It is agreed that the Administrative Services Fee provided under this
Section 6 shall be payable by AGIS in its capacity as the shareholder
servicing agent of the Fund out of its shareholder servicing fee. The
parties agree that the payments by AGIS to the Company are for
administrative services only and do not constitute payment in any
manner for investment advisory services or for costs of distribution.
(d) The Company will calculate the amount of the payment to be made
pursuant to this Section 6 at the end of each calendar quarter and
will send a statement to AGIS showing the calculation of the amounts
to be paid by AGIS for the relevant month and such other supporting
data as may be reasonably requested by AGIS, including the information
specified in Attachment C. Upon verification of the amounts owed by
AGIS pursuant to this Agreement, AGIS shall make payment to the
Company within 30 days thereafter. The payment shall be made to the
Company's broker-dealer affiliate, OneAmerica Securities, Inc. The
check for payment should be mailed to:
____________________________
____________________________
___________________________
Att: ________________________
____________________________
(e) Notwithstanding the foregoing, AGIS shall not pay a fee to the Company
under this Agreement if the Company or any other party is receiving
payment for similar administrative and shareholder services with
respect to the same assets.
7. Representations.
(a) The Company represents that it is authorized under an agreement with
each Plan to implement the investment of Plan assets in the name of
the Plan in shares of the Funds as directed by Participants, and to
provide the Administrative Services for such Plan consistent with the
terms of this Agreement, and that it has full power and authority to
enter into and perform this Agreement. The Company also hereby
represents that it will promptly notify AGIS in the event that the
Company is for any reason unable to perform any of its obligations
under this Agreement. Further, the Company represents that any Order
transmitted to AGIS under this Agreement relates to a qualified
defined contribution employee group benefit plan. The Company
represents and warrants that the Administrative Services Fees payable
under this Agreement and received by the Company are for
administrative and recordkeeping services only and not for the costs
of distribution.
(b) AGIS represents that it has full power and authority to enter into and
perform this Agreement. AGIS also hereby represents that it will
promptly notify the Company in the event that AGIS is for any reason
unable to perform any of its obligations under this Agreement.
8. Additional Covenants and Agreements.
(a) The Company shall comply with all applicable federal and state
securities, insurance and tax laws applicable to the activities of the
Company contemplated by this Agreement.
(b) The Company shall not, without the written consent of AGIS, make
representations concerning the shares of the Funds except those
contained in the then current prospectus and in current printed sales
literature of the Funds approved by AGIS.
(c) AGIS shall comply with all laws, rules and regulations applicable to
it as a result of the transactions contemplated by this Agreement.
(d) AGIS may hereafter, from time to time, add new Funds to the list of
AllianceBernstein Funds included in Attachment A, or revise the list
to reflect Fund name changes, by giving written notice to the Company.
9. Use of Names. Except as otherwise expressly provided for in this
Agreement, neither AGIS nor the Funds shall use any trademark, trade name,
service xxxx or logo of the Company, or any variation of any such trademark,
trade name, service xxxx or logo, without the Company's prior written consent,
which consent may not be unreasonably withheld. Except as otherwise expressly
provided for in this Agreement, the Company shall not use any trademark, trade
name, service xxxx or logo of the Funds or AGIS, or any variation of any such
trademarks, trade names, service marks or logos, without the prior consent of
AGIS, which consent may not be unreasonably withheld.
10. Proxy Voting. If the Company or its nominee is the shareholder of
record for any Plan, the Company shall vote (or shall cause its nominee to vote)
all shares owned on behalf of such Plan. If the Company or its nominee is not
the shareholder of record and the Plan does not pass through voting rights to
Participants, the Company shall use its best efforts to obtain an agreement of
the Plan trustee or other representative to vote all shares owned on behalf of
the Plan. If the Company or its nominee is not the shareholder of record and the
Plan does pass through voting rights to Participants, the Company shall use its
best efforts to obtain the agreement of the Plan trustee or other representative
to vote the shares of the Fund for which no voting instructions are received
from Participants in the same proportion as shares for which such instructions
have been received. AGIS shall not oppose or interfere with the solicitation of
proxies from the beneficial owners of the Funds' shares held by or through the
Plan.
11. Limitation of Liability.
(a) Notwithstanding anything contained herein to the contrary, AGIS agrees
that it is responsible with respect to any liability (excluding
consequential damages) to which the Company shall be subjected as a
result of AGIS' action or failure to act in the performance of its
duties hereunder including liability arising from (i) the Company's
compliance with any written direction given in accordance with this
Agreement by AGIS, (ii) the Company's reliance on any written
information provided pursuant to this Agreement by AGIS, or (iii) the
Company's failure to act resulting from the failure of AGIS to provide
necessary information or directions on a timely basis as requested by
the Company.
(b) The Company agrees that it is responsible with respect to any
liability or claim of liability (excluding consequential damages) to
which AGIS shall be subjected as a result of the Company's action or
failure to act in the performance of its duties hereunder.
(c) Notwithstanding (a) or (b) above, neither the Company nor AGIS shall
be responsible with respect to any liability arising from acts or
omissions by the Funds, their transfer agent or any fiduciary or Plan
sponsors.
12. Termination; Withdrawal of Offering. Any party may terminate this
Agreement with respect to such party upon 90 days' prior written notice to the
other parties; provided, however, that each Fund reserves the right, without
prior notice, to suspend sales of shares of any Fund, in whole or in part, or to
make a limited offering of shares of any of the Funds in the event that (A) any
regulatory body commences formal proceedings against AGIS, any of the Funds or
the Company, which proceedings AGIS believes will have a material adverse impact
on the ability of AGIS or the Company to perform its obligations under this
Agreement or (B) in the judgment of AGIS, declining to accept any additional
instructions for the purchase or sale of shares of any such Fund is warranted by
market, economic or political conditions. Notwithstanding the foregoing, this
Agreement may be terminated immediately upon (i) termination by the trustee or
other Plan representative of the Company's right to provide Administrative
Services to the Plan and the actual cessation by the Company of providing such
services, or (ii) a good faith determination by AGIS that shares of any of the
Funds are not being offered in conformity with the terms of this Agreement, the
then current prospectus or applicable law, or (iii) any other breach by a party,
which breach is not cured within 30 days after notice from the other party.
Termination of this Agreement shall not affect the obligations of the parties to
make payments under Section 3 for Orders received by AGIS prior to such
termination and shall not affect the Funds' obligation to maintain the Accounts
in the name of any Plan or any successor trustee or recordkeeper for such Plan.
Following termination, AGIS shall not have any Administrative Services payment
obligation to the Company.
13. Non-Exclusivity. Each of the parties acknowledges and agrees that this
Agreement and the arrangement described herein are intended to be non-exclusive
and that each of the parties is free to enter into similar agreements and
arrangements with other entities.
14. Survival. The provisions of Section 9 (use of names) and Section 11
(limitation of liability) of this Agreement shall survive termination of this
Agreement.
15. Confidentiality. AGIS and the Company agree to keep confidential all
proprietary data software, processes, information and documentation related to
this Agreement, except as may be necessary to perform under this Agreement or as
otherwise may be agreed to from time to time by the parties.
16. Amendment. Neither this Agreement nor any provision hereof, may be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by all of the parties hereto. Notwithstanding the previous
sentence, AGIS may update the list of Funds available under the Agreement by
giving written notice to the Company without the need for the signature of the
Company.
17. Notices. All notices and other communication hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
telecopier, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following addresses, or at such other addresses as may be designated by
notice from such party to all other parties.
To the Company:
___________________________
___________________________
___________________________
Attn: ______________________
___________________________
To AGIS:
ALLIANCE GLOBAL INVESTOR SERVICES, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
(000) 000-0000 (telecopy number)
Any notice, demand or other communication given in a manner prescribed in
this Section 17 shall be deemed to have been delivered on receipt.
18. Successors and Assigns. This Agreement may not be assigned without the
written consent of all parties to the Agreement at the time of such assignment.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns.
19. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one Agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
20. Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
21. Entire Agreement. This Agreement, including the Attachments hereto,
constitutes the entire agreement between the parties with respect to the matters
dealt with herein, and supersedes all previous agreements, written or oral, with
respect to such matters.
22. No Presumption. This Agreement was drafted by one party as an
accommodation to the other and therefore no presumption shall apply to construe
the agreement against that party.
23. Market Timing. The Company agrees that it will take any and all actions
reasonably necessary to ensure the compliance of each Plan and each Participant
in a Plan with the Fund's policies prohibiting "market timing", as from time to
time provided to the Company by AGIS. In the event that it should come to the
Company's attention that any Plan or any Participant in a Plan is engaging in a
pattern of purchases, redemptions and/or exchanges of shares of a Fund that may
evidence "market timing," the Company shall notify AGIS of such pattern. The
Company agrees to cooperate fully with AGIS for the purpose of preventing
"market timing," and will upon request furnish to AGIS such information as AGIS
may consider necessary or desirable to review the possible existence and extent
of "market timing" by any Plan or Participant. The Company will take any and all
such actions as AGIS may reasonably request in order to terminate any pattern of
trading that AGIS considers to be "market timing," including, without
limitation, refusing the Orders of any Plan or Participant to purchase or
exchange shares of the Funds.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
American United Life Insurance Co. Alliance Global Investor Services, Inc.
By: By:
Name:__________________________ Name: Xxxx X. Xxxxxx
Title:___________________________ Title: Secretary
OneAmerica Securities, Inc.
By:
Name:__________________________
Title:___________________________
Attachment A
AllianceBernstein Funds Available
American United Life Insurance Company
NAME OF FUND Share Class CUSIP/ISIN TICKER
AllianceBernstein Balanced Shares, Inc. R 018525600 CBSRX
AllianceBernstein Blended Style Series
- U.S. Large Cap Portfolio R 00000X000 ABBRX
AllianceBernstein Bond Fund, Inc.
- AllianceBernstein Corporate Bond Portfolio R 018528661 CBFRX
- AllianceBernstein Quality Bond Portfolio R 018528653 ABQRX
- AllianceBernstein U.S. Government Portfolio R 018528679 ABURX
AllianceBernstein Cap Fund, Inc.
- AllianceBernstein Small Cap Growth Portfolio R 00000X000 QUARX
AllianceBernstein Exchange Reserves R 00000X000 AERRX
AllianceBernstein Focused Growth and Income Fund, Inc. R 00000X000 ADGRX
AllianceBernstien Global Health Care Fund, Inc. R 00000X000 AHLRX
AllianceBernstein Global Research Growth Fund, Inc. R 00000X000 ABZRX
AllainceBernstein Global Strategic Income Trust, Inc. R 00000X000 AGSRX
AllianceBernstein Global Technology Fund, Inc. R 018780601 ATERX
AllianceBernstein Growth and Income Fund, Inc. R 018597609 CBBRX
AllianceBersntein High Yield Fund, Inc. R 00000X000 AHHRX
AllianceBernstein International Portfolio R 085568632 AILRX
AllianceBernstein Large Cap Growth Fund, Inc. R 00000X000 ABPRX
AllianceBernstein Mid-Cap Growth Fund, Inc. R 018636506 CHCRX
AllianceBersntein Multi-Market Strategy Trust, Inc. R 00000X000 AMMRX
AllianceBernstein Real Estate Investment Fund, Inc. R 00000X000 ARRRX
AllianceBernstein Short Duration Portfolio R 085568640 ADPRX
AllianceBernstein Trust
- AllianceBersntein Global Value Fund R 018912501 ABGRX
- AllianceBernstein International Value Fund R 018913509 AIVRX
- AllianceBernstein Small-Mid Cap Value Fund R 018914507 ABSRX
- AllianceBernstein Value Fund R 018915504 ABVRX
AllianceBernstein Utility Income Fund, Inc. R 018791509 AUIRX
AllianceBernstein Worldwide Privatization Fund, Inc. R 00000X000 AWPRX
The AllianceBernstein Portfolios
- AllianceBernstein Balanced Wealth Strategy R 00000X000 ABWRX
- AllianceBernstein Growth Fund R 00000X000 AGFRX
- AllianceBernstein Wealth Appreciation Strategy R 00000X000 AWARX
- AllianceBernstein Wealth Preservation Strategy R 00000X000 APPRX
Attachment A (continued)
Fees
American United Life Insurance Company
For the term of this Agreement, AGIS shall pay (or arrange for the payment
of) the following amounts to American United Life Insurance Company (the
"Company") with respect to the average daily net asset value of Account balances
during each quarter in each Fund listed above:
0.10% multiplied by the number of days in the current quarter/365
multiplied by the total average net asset value of Account balances in the
Fund for the preceding quarter.
The Company shall calculate the amount of each quarterly payment and shall
deliver to AGIS a quarterly statement showing the calculation of the amount
payable to the Company for the preceding quarter, along with such other
supporting data as may be reasonably requested by AGIS.
Attachment B
ADMINISTRATIVE SERVICES
Pursuant to the Agreement to which this is attached, the Company shall
perform all administrative services required or requested by any Plan,
including, but not limited to, the following:
1. Maintain separate records for each Participant under the Plan, which
records shall reflect the shares purchased and redeemed and share balances of
such Participants. AGIS will maintain a single master account with each Fund on
behalf of the Plan and such account shall be in the name of the Company (or its
nominee) or the trustee of the Plan (or its nominee) as the record owner of
shares owned by the Plan.
2. Disburse or credit to the Plan all proceeds of redemptions of shares of
the Funds and all dividends and other distributions not reinvested in shares of
the Funds.
3. Prepare and transmit to the Plan and/or Participants, as required by law
or the Plan, periodic statements showing the total number of shares owned by the
Participants as of the statement closing date, purchases and redemptions of Fund
shares by the Participants during the period covered by the statement and the
dividends and other distributions paid during the statement period (whether paid
in cash or reinvested in Fund shares), and such other information as may be
required, from time to time, by the Plan.
4. Transmit purchase and redemption orders to the Funds on behalf of the
Plan in accordance with the procedures set forth in Section 3 to the Agreement.
5. Distribute to the Plan and/or Participants, as appropriate, copies of
the Funds' prospectus, proxy materials, periodic fund reports to shareholders
and other materials that the Funds are required by law or otherwise to provide
to their shareholders or prospective shareholders.
6. Maintain and preserve all records as required by law to be maintained
and preserved in connection with providing the Administrative Services for the
Plan.
Attachment C
ALLIANCE INVOICE SUBMISSION INFORMATION
AGIS Invoice Contact Person: Xxxxxx Xxxxxx *
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxxxx_xxxxxx@xxxx.xxx
Mailing Address: Alliance Capital
000 Xxxxx Xx 0xx Xx
Xxxxxxxx, XX 00000
* AGIS may advise the Company of any change in the AGIS invoice contact person.
All invoice requests must include the following information:
o Company Name
o Contact Person
o Payee and Mailing Address for check
o Company Tax Identification Number
o Administrative Service Fee Rate
o Average Assets, Average number of Participants, and Payment Calculation
should be provided for each individual plan and
should be broken out by fund
o Total Average Assets
o Total Average Participants
o Total Payment Calculation
Such information shall be provided to AGIS substantially in the sample format
attached hereto:
Attachment C (continued)
Sample Invoice Format
Company Name
Address
Company Tax Identification Number
Company Contact Person
Phone Number
Quarter
Administrative Service Fee Rate
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Plan Name Fund Name Fund # Mutual Fund Average Average Quarterly
Account # Participant Quarterly Amount
Counts Assets
-----------------------------------------------------------------------------------------------------------------
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1
------------------------------ ------------------------------------------------------------
----------------------- ----------------------------
2
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3
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4
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Total Average Assets $0.00
Total Average Participants 0
Amount Due $0.00
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