GRAND DISTRIBUTION SERVICES, LLC
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxx 00000
FORM OF AGREEMENT FOR THE SALE AND SERVICING OF SHARES
OF THE XXXXXXXX FUNDS(1)
Ladies and Gentlemen:
We have entered into a Distribution Agreement with the Xxxxxxxx Funds (the
"Corporation"), a Wisconsin corporation registered as a management investment
company under the Investment Company Act of 1940 (the "1940 Act"), in connection
with its thirteen (13) series, and s:uch other series as may be added to the
Corporation in the future (collectively the "Funds") pursuant to which we have
been appointed distributor of shares of the Funds.
This Agreement (the "Agreement"), being made between Grand Distribution
Services, LLC (the "Distributor") and the undersigned authorized financial
institution ("you") relates to the services to be provided by you and for which
you are entitled to receive payments pursuant to this Agreement.
1. To the extent that you provide distribution assistance and account
maintenance and personal services in accordance with this Agreement to those of
your customers who may from time to time directly or beneficially own shares of
the Funds, you shall be entitled to a fee periodically pursuant to this
Agreement. You agree that you will only offer and sell shares of the Funds at
the public offering prices that are currently in effect, in accordance with the
terms of the then currentp rospectuses of the Funds.
2. The fee paid with respect to the classes of shares of the Funds will be
computed daily and paid quarterly (within 45 days after the end of each quarter)
at annual rates of up to the percentages specified on Schedule A of the average
net asset value of the shares of the Funds purchased or acquired by you as
nominee for your customers, or are owned by those customers of your firm whose
records, as maintained by the Funds or their transfer agent, designate you as
the customers' financial institution of record or holder of record
(collectively, the "Fund Shares"). For purposes of determining the fees payable
under this Agreement, the average daily net asset value of the Fund Shares will
be computed in the manner specified in the Funds' Registration Statement
("Registration Statement") (as the same is in effect from time to time) in
connection with the computation of the net asset value of shares for purposes of
purchases and redemptions.
3. We reserve the right at any time to impose minimum fee payment requirements
before any periodic payments will be made to you hereunder. In the event payment
due for a period is less than $10.00, such payment will not be made but will be
included with the next scheduled payment when the aggregate due exceeds $10.00.
(1) For use with financial institutions.
4. You shall furnish the Funds and the Distributor with such information as
shall reasonably be requested either by the Directors or officers of the
Corporation or by the Distributor with respect to the services provided and the
fees paid to you pursuant to this Agreement, including but not limited to blue
sky sales reports. The Distributor shall furnish the Directors of the
Corporation, for their review on a quarterly basis, a written report of the
amounts expended by us pursuant to this Agreement and the purposes for which
such expenditures were made.
5. Orders shall be placed either directly with the Funds' transfer agent in
accordance with such procedures as may be established by the transfer agent or
the Distributor, or with the transfer agent through the facilities of the
National Securities Clearing Corporation ("NSCC"), if available, in accordance
with the rules of the NSCC. In addition, all orders are subject to acceptance or
rejection by the Distributor or the relevant Fund in the sole discretion of
either. Purchase orders shall be subject to receipt by the Corporation's
transfer agent of all required documentsi n proper form and to the minimum
initial and subsequenpt urchaser equirementss et forth in the Registration
Statement.
6. Settlement of transactions shall be in accordance with such procedures as may
be established by the transfer agent or the Distributor and, if applicable, the
rules of the NSCC. If payment is not received, the Distributor and the Funds
reserve the right forthwith to cancel the sale, or at the option of the Funds or
the Distributor to sell the Shares at the then prevailing net asset value, in
either case you agree to be responsible for any loss resulting to the Fund
and/or to the Distributor from your failure to make payments as aforesaid.
7. For all purposes of this Agreement you will be deemed to be an independent
contractor and neither you nor any of your employees or agents shall have any
authority to act in any matter or in any respect as agent for the Funds or for
the Distributor. Neither you nor any of your employeeso r agents are authorizedt
o make any representationc oncerning shareso f the Funds except those contained
in the Registration Statement. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold the Distributor harmless from and
against any and all liabilities, losses, claims, demands, charges, costs and
expenses (including reasonable attorneys fees) arising out of or resulting from
(i) requests, directions, actions or inactions of or by you or your officers,
employees or agents, or (ii) the purchase, redemption, transfer or registration
of shares of the Funds (or orders relating to the same) by you or your clients,
or (iii) your breach of any of the terms of this Agreement. By our written
acceptance of this Agreement, we agree to and do release, indemnify and hold you
harmless from and against any and all liabilities, losses, claims, demands,
charges, costs and expenses (including reasonable attorneys fees) arising out of
or resulting from (i) requests, directions, actions or inactions of or by us or
our officers, employees or agents or (ii) the purchase, redemption, transfer or
registration of shares of the Funds (or order relating to the same) by you or
your clients, or (iii) our breach of any of the terms of this Agreement.
Notwithstanding anything herein to the contrary, the foregoing indemnification
and hold harmless agreement shall indefinitely survive termination of this
Agreement.
8. We may enter into other similar agreementsw ith any other personw ithout your
consent.
9. You shall comply with all applicable laws including state and federal laws
and the rules and regulations of authorized regulatory agencies. You will not
sell or offer for sale shares of
any Fund in any state or jurisdiction where (i) you are not appropriately
qualified to act as a dealer or (ii) that we have given you notice of the shares
are not being qualified for sale or exempt from qualification under the blue sky
laws and regulations of such state. You agree to notify us immediately if your
license, qualification or registration to act as a financial institution is
revoked or suspended by any federal, self-regulatory or state agency. We do not
assume any responsibility in connection with your registration under the laws of
the various states or jurisdictions or under federal law or your qualification
under any applicable law or regulation to offer or sell shares.
10. You hereby certify that you are in material compliance, and will continue to
comply remain so, with all applicable anti-money laundering laws, regulations,
and rules and government guidance and have in place comprehensive anti-money
laundering compliance program that includes: internal policies, procedures and
controls for complying with the USA PATRIOT Act, a designated compliance
officer, an ongoing training program for appropriate employees and an
independent audit function. You also certify represent that you are in
compliance and will continue to comply with the economic sanctions programs
administered by the U.S. Treasury Department's Office of Foreign Asset Control
("OFAC") and have an OFAC compliance program in place that satisfies all
applicable laws and regulations. You acknowledge that, because the Distributor
"'ill not have access to detailed information about your customers who purchase
Fund Shares, you will assume responsibility for compliance with the foregoing
laws and regulations in regard to such customers. You hereby agree to notify the
Distributor promptly whenever, (i) pursuant to the provisions of your programs,
indications of suspicious activity or OF AC matches are detected in connection
with the purchase, sale or exchange of Fund Shares; or (ii) you receive any
reports from any regulator(s) pertaining to your compliance with the foregoing
laws or regulations in connection with your customers. You acknowledge that,
because we will not have access to detailed information about your customers who
purchase Fund Shares, you will assume responsibility for compliance with the
foregoing laws and regulations in regard to such customers.
11. You agree to maintain all records required by law relating to transactions
involving the Fund Shares, and upon the request of the Corporation or us,
promptly make such of these records available to us or the Corporation's agents
as are requested. In addition, you hereby agree to establish appropriate
procedures and reporting forms and/or mechanisms and schedules in conjunction
with us and the Corporation's administrator, to enable the Corporation to
identify the location, type of, and sales to all accounts opened and maintained
by your customers or by you on behalf of your customers.
12. Either party to this Agreement may terminate this Agreement by giving ten
(10) days' written notice to the other. This Agreement will terminate
automatically if (i) any bankruptcy, insolvency or receivership proceedings, or
an assignment for the benefit of creditors, is brought under any federal or
state law by or against you; or (ii) the Distribution Agreement between us and a
Fund or this Agreement is terminated. This Agreement also will terminate
automatically in the event of its assignment as that term is defined in the 1940
Act. We may in our sole discretion modify or amend this Agreement upon written
notice to you of such modification or amendment, which shall be effective on the
date stated in such notice.
13. The provisions of the Distribution Agreement, insofar as they relate to our
obligations and the payment of fees hereunder, are incorporated herein by
reference. This Agreement shall become effective upon acceptance and execution
by us. Unless sooner terminated as provided herein, this Agreement shall
continue in full force and effect as long as the Distribution Agreement and this
related Agreement are approved at least annually by a vote of the Directors,
including a majority of the independendt irectors (as defined in the 1940 Act),
cast in persona t a meeting called for the purpose of voting thereon. All
communications to us should be sent to the address shown on the first page of
this Agreement. Any notice to you shall be duly given if mailed or telegraphed
to you at the address specified by you below.
14. This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, excluding the laws on conflicts of laws.
AMERICAN UNITED LIFE INSURANCE COMPANY GRAND DISTRIBUTION SERVICES, LLC
Name of Financial Institution 000 X. Xxxxxxxx Xx., Xxx. X
(Please Print or Type)* Xxxxxxxxx, Xxxxxxxxx 00000
ONE AMERICAN SQUARE PO BOX 368
Address of Financial Institution
XXXXXXXXXXXX, XX 00000
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxxxx Xxx Xxxxxxx
Authorized Officer Authorized Officer
Xxxxx X. Xxxxx Xxxxxxxxx Xxx Xxxxxxx
Print Name Print Name
Date: 11/8/2007 Date: 11/13/2007
Phone: 000-000-0000
* Note Please sign and return both copies of this Agreement to Grand
Distribution Services, LLC, Attention: Xxxx Muffler. Upon acceptance, one
countersigned copy will be returned to you for your files.
SCHEDULE A TO DEALER AGREEMENT
As of 6/0 1/2007
The following lists the Funds and Shares subject to the Dealer Agreement and the
compensation payable to Dealer pursuant to the Dealer Agreement. Distributor
shall not payout shareholder services fees to Dealer until the accrued, unpaid
amount of shareholder services fees exceeds ten dollars ($10). Each Fund's
prospectus shall control in case of any conflict with this Schedule.
Class Y Shares
Fund Name Maxiumum Sales Charge Sharholder Servicing
(Load) Imposed Fee
APPLICABLE
YesX No
Large Cap-Value Fund None 0.25%
Large-Cap Growth Fund None 0.25%
Mid-Cap Value Fund None 0.25%
Mid-Cap Growth Fund None 0.25%
Small-Cap Growth Fund None 0.25%
International Stock Fund None 0.25%
Government Income Fund None 0.25%
Short-Intermediate Bond Fund None 0.25%
Intermediate Tax-Free Fund None 0.25%(2)
Aggregate Bond Fund None 0.25%
Short-Term Income Fund None 0.25%
Prime Money Market Fund None 0.25%
(2) The Shareholder Servicing Fee for Intermediate Tax-Free Fund has been
voluntarily reduced. The shareholder servicing agent may terminate this
voluntary reduction at any time. The Shareholder Servicing Fee (after the
voluntary reduction), was 0.02% for the Intermediate Tax-Free Fund for the
fiscal year ended August 31, 2006.
