PARTICIPANT ADMINISTRATIVE SERVICES AGREEMENT
This Participant Administrative Services Agreement (the "Agreement") is made as
of this 1ST day of JULY 2018 by and between Xxxx Xxxxxxx Funds, LLC, a Delaware
corporation, ("JHF"), Xxxx Xxxxxxx Signature Services, Inc., a Delaware
corporation, ("JHSS") and American United Life Insurance Company, an Indiana
insurance corporation, and OneAmerica Securities, Inc. ("OAS"), as applicable
("Company).
WHEREAS, JHF, is the principal underwriter and distributor for the Xxxx Xxxxxxx
Funds each of which is registered as an investment company under the Investment
Company Act of 1940, as amended, and consists of series of mutual fund
portfolios (the "Funds") which are identified in Exhibit A, which exhibit may be
modified from time to time by the parties;
WHEREAS, JHSS, is the transfer agent for the Funds
WHEREAS, Company is a trust company or a third-party administrator providing
recordkeeping and related administrative services to certain qualified and
non-qualified employee defined contribution plans ("Plans");
WHEREAS, Company wishes to make class shares of the Funds identified in Exhibit
A available as investment options under the Plans;
WHEREAS, JHF desires to make shares of the Funds available as investment options
under the Plans and retain Company to perform certain administrative services on
its behalf.
NOW, THEREFORE, in connection with the mutual covenants contained herein, JHF
and Company hereby agree as follows:
1. ESTABLISHMENT OF ACCOUNTS. Company shall establish and JHSS shall
recognize one omnibus account per Plan in Company's name (or in the name of the
Plan's trustee) in each of the applicable Funds. It is acknowledged and agreed
that JHSS will not maintain separate accounts for individual beneficial owners
of the Funds that invest through the Plans ("Participants"). Fund shares shall
be purchased and redeemed on a net basis in such quantity and at such time as
determined by Company to correspond with the investment instructions received by
Company from Plans and/or Participants.
2. APPOINTMENT. JHF appoints Company, and Company accepts such appointment,
solely for the purpose of (a) receiving and transmitting trade instructions from
the Plans and/or Participants for the purchase and redemption of Fund shares;
and (b) receiving confirmation of such trade instructions from JHF or JHSS.
3. SERVICES. Company shall provide to JHF, on behalf of Participants in the
Plans, the following services, in accordance with the terms of this Agreement
and the Operational Procedures enumerated in Exhibit B, attached hereto and
incorporated herein by reference:
(a) maintain separate records for each Participant under the Plans, which
records shall reflect the Fund shares purchased and redeemed and Fund
share balances of such Participants;
(b) disburse or credit to the Plans all proceeds of redemptions of shares of
the Funds and all dividends and other distributions not reinvested in
shares of the Funds;
(c) prepare and transmit to the Plans and/or Participants, as required by law
or the Plans, periodic statements showing the total number of shares owned
by Participants as of the statement closing date, purchases and
redemptions of Fund shares by 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
Plans;
(d) transmit to JHSS purchase and redemption orders regarding the Funds on
behalf of the Plans;
(e) timely distribute to the Plans and/or Participants, as appropriate, copies
of the Funds' prospectuses, proxy materials, SAIs, 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.
JHF shall provide Company with a master copy of such documents and such
additional quantity as Company shall reasonably request. Company shall
bear the costs of mailing the materials to Plans and Participants;
4. REPRESENTATIONS AND WARRANTIES.
(a) Each party represents that it has full power and authority to enter into
this Agreement and that it shall perform any and all duties, functions,
procedures and responsibilities assigned to it under this Agreement. Each
party shall maintain facilities, equipment and skilled personnel
sufficient to perform the foregoing activities and to otherwise comply
with the terms of this Agreement. The foregoing activities shall be
conducted by each party in a competent manner and in compliance with (i)
all applicable federal and state laws, rules and regulations, including,
if applicable under the terms of this Agreement, the National Securities
Clearing Corporation ("NSCC") rules and procedures relating to Fund/SERV
and Networking; and (ii) the then current Prospectuses of the Funds.
(b) JHF represents and warrants that the Prospectuses and written marketing
materials provided by JHF to Company shall not contain any untrue
statement of a material fact or omission of a material fact required to be
stated. Each Fund's registration statement complies in all material
respects with applicable regulatory and disclosure requirements.
(c) JHF represents and warrants that each Fund's Shares have been registered
or qualified for sale under the federal securities laws and that
appropriate notice filings or other qualifications have been made under
the securities laws of those states and jurisdictions that require
registration prior to sale.
(d) In addition, the Company represents and warrants that:
(i) it will offer and sell Shares in compliance with the Funds'
Prospectus requirements and that it has systems, procedures and/or
policies in place designed to ensure that it is complying with all terms
of this Agreement, the Prospectus requirements and all relevant rules and
regulations regarding the handling of mutual fund share orders on a timely
basis;
(ii) it has and will maintain internal controls, policies and procedures
in place to ensure that orders for the purchase and redemption of Shares
in proper form received by it prior to the earlier of the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m., Eastern time)
or such other time as may be designated in the Prospectus from time to
time ("Close of Trading") are segregated from orders received by it after
the Close of Trading and that such
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orders are properly transmitted to us for execution at the net asset value
calculated as of the next Close of Trading following receipt of such
orders;
(iii) all purchases of Shares will be made only to cover orders already
received by it. Company will not withhold placing orders received from
Plans and/or Participants so as to profit Company as a result of such
withholding. Company represents and warrants that each transaction which
it initiates will have been authorized by Plans and/or Participants prior
to initiation; and
(iv) after due inquiry and diligence, it believes that policies and
procedures have been designed and implemented effectively by any third
parties to which Company has designated the responsibility to distinguish
and appropriately process orders for the purchase and redemption of Shares
received by Company prior to and after the Close of Trading.
5. COVENANTS.
(a) Notwithstanding anything to the contrary in this Agreement:
(i) "Confidential Information": Includes without limitation all
information regarding the customers of the parties to this Agreement and
any of their subsidiaries, affiliates or licensees; or the accounts,
account numbers, names, addresses, social security numbers or any other
personal identifier of such customers; or any information derived there
from.
(ii) Neither party may disclose Confidential Information for any purpose
other than to carry out the purpose for which the Confidential Information
was provided to that party as set forth in this Agreement; and each party
agrees to cause its employees, agents and representatives, or any other
person to whom the parties may provide access or disclose Confidential
Information to limit the use and disclosure of Confidential Information to
that purpose.
(iii) The parties agree to implement appropriate measures designed to
ensure the security and confidentiality of Confidential Information, to
protect such information against any anticipated threats or hazards to the
security and integrity of such information, and to protect against
unauthorized access to, or use of, Confidential Information that could
result in substantial harm or inconveniences to any of the customers of
the parties or any of their subsidiaries, affiliates or licensees; the
parties further agree to cause all their respective agents,
representatives or subcontractors, or any other party to whom they provide
access to or disclose Confidential Information, to implement appropriate
measures to meet the objectives set forth in this Section "Confidential
Information."
(b) Each party agrees to comply with the requirements of Title V of the
Xxxxx-Xxxxx-Xxxxxx Act, 15 U.S.C. Sections 6801 et seq., as may be amended
from time to time, and any regulations adopted thereto, including
Regulation S-P of the Securities and Exchange Commission, as well as with
any other applicable federal or state privacy laws and regulations. The
parties agree that any Non-Public Personal Information, as the term is
defined in Regulation S-P, which may be disclosed hereunder is disclosed
solely for the specific purpose of permitting the other party to perform
the services set forth in this Agreement. Each party agrees that, with
respect to such information, it will comply with Regulation S-P and that
it will not disclose any Non-Public Personal Information received in
connection with this Agreement to any other party, except to the extent
required to carry out the services set forth in this Agreement or as
otherwise permitted by
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law. Each party represents and acknowledges that it maintains policies
relating to the privacy of consumer financial information in accordance
with Regulation S-P.
(c) Certain Prospectuses provide for discounts for certain shareholders or
groups of related shareholder accounts or sales charge waiver categories.
In as much as all purchases of Shares of the Funds made by Company on
behalf of the Plans and Participants are intended to be at net value, the
Company shall be responsible for ensuring that all such Plans and
Participants qualify for the specific discounts and fee waivers requested
by the Company in accordance with the terms of the Prospectuses. Company
submission of a purchase order shall constitute a confirmation that it has
undertaken such steps with respect to the order submissions. Company
agrees to comply with any and all restrictions and/or limitations on
exchanges described in each Fund's Prospectus.
(d) Company agrees to maintain and preserve all records as required by law in
connection with providing administrative services for the Plans. Upon the
request of JHF, JHSS and/or the Funds (the "Fund Parties"), Company shall:
(i) make available copies of all records maintained by Company in the
performance of this Agreement as may be reasonably requested by the Fund
Parties to ensure compliance with the terms of the Agreement and
applicable law; (ii) provide the Fund Parties with an annual attestation
of compliance with the terms and conditions of this Agreement and related
control procedures; and (iii) provide the Fund Parties with a copy of the
annual SAS80 or SOCl of Company's recordkeeping system or such other form
of systems and procedures controls review with respect to such
recordkeeping system and acknowledges that Fund Parties may engage the
services of a third-party to assist Fund Parties with the review and
analysis of any such review provided.
(e) The Fund Parties reserve the right to conduct an audit of the Company and
its affiliates, as may be necessary, to monitor compliance with the terms
of this Agreement and the Funds' policies regarding the acceptance of
orders for purchase or redemption and market timing. Such audit(s) may be
conducted by the Fund Parties or their agents upon reasonable advance
notice to the Company. This provision shall survive the termination of
this Agreement with respect to transactions occurring before such
termination.
(f) To the extent Company engages a third party designee to perform any or all
of the services describe in this Agreement, Company shall, upon request,
provide an annual attestation that Company: (i) maintains, with each
designee authorized to receive trade instructions from Plans or their
participants and to submit such instructions to Company, an agreement
(each a, "Designee Agreement") which includes a representation from such
designee that the designee shall maintain facilities, equipment, and
skilled personnel sufficient to perform its responsibilities in a
competent manner and in compliance with: (a) all applicable laws, rules,
and regulations, including Rule 22c-l (a) of the Investment Company Act of
1940 and NSCC rules and procedures; and (b) the Funds' disclosure
documents, prospectus and statement of additional information; (ii)
maintains an oversight program reasonably designed to ensure that each
designee is in material compliance with the terms of its Designee
Agreement; and (iii) is not aware of any material deficiency of any
designee's operational controls or any material breach of any Designee
Agreement. Upon request, Company agrees to provide the Fund Parties with a
copy of each designee's annual SAS70 or SOCl of such designee's
recordkeeping system or such other form of system and procedure control
reporting with respect to such recordkeeping system. In addition, Company
shall promptly notify Fund Parties in the event Company becomes aware of:
(x) any material deficiency of a designee's operational controls; or (b)
any material breach by a designee of such designee's Designee Agreement
that materially impairs its ability to perform its obligations under its
Designee Agreement.
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6. ADVERTISING AND SALE LITERATURE. No person is authorized to make any
representations concerning JHSS, JHF, their affiliates, or the Funds except
those representations contained in the then-current prospectus and statement of
additional information relating to the Funds and in such printed information as
JHF may subsequently prepare. Advertising and sales literature with respect to
the Funds, JHF or its affiliates prepared by Company or its agents, if any, for
use in marketing shares of the Funds to the Plans or otherwise educating
Participants shall be submitted to JHF for review and approval at least ten (10)
business days prior to the proposed use of the materials and shall not be used
without JHF's written consent, which shall not be unreasonably withheld.
7. FEES. JHF 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 per Fund for the Plan accounts rather than having each Participant
as a shareholder. In consideration of the services described herein, Company
shall be entitled to receive from JHF such fees as are set forth in Exhibit C
hereto.
8. INDEMNIFICATION AND LIMITATION OF LIABILITY.
(a) Each party hereto (the "Indemnitor") agrees to indemnify, defend and hold
harmless the others, including their respective affiliates, and each of
their current and former directors, trustees, officers, employees and
agents (the "Indemnitees"), against any losses, claims, damages,
liabilities or expenses to which the Indemnitees may become subject
insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof, hereinafter "Actions") arise out of or are
based upon (i) any negligent act or omission in performing its duties
under this Agreement; (ii) any failure by the Indemnitor to comply with
the terms of this Agreement; (iii) any breach by the Indemnitor of any
representation, warranty or covenant in this Agreement; or (iv)
non-compliance by the Indemnitor with applicable Federal and State
securities laws and regulations. The Indemnitor will reimburse the
Indemnitees for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim or action.
In addition, Company shall indemnify, defend and hold harmless JHF and
JHSS against any Actions arising out of exchange requests initiated by
Company via facsimile that do not include original or underlying
documentation supporting such instructions. This indemnity agreement will
be in addition to any other remedies which the lndemnitees may otherwise
have. If any third party threatens to commence or commences any action for
which the Indemnitor may be required to indemnify the Indemnitee, the
Indemnitee shall promptly give notice thereof to the Indemnitor. The
Indemnitor shall be entitled, at its own expense and without limiting its
obligations to indemnify the Indemnitee, to assume control of the defense
of such action with counsel selected by the Indemnitor, which counsel
shall be reasonably satisfactory to the Indemnitee. Ifthe Indemnitor
assumes the control of the defense, the Indemnitee may participate in the
defense of such claim at its own expense. The Indemnitor may not settle or
compromise the liability of the Indemnitee in such action or consent to or
permit the entry of any judgment in respect thereof without the prior
written consent of the Indemnitee, which consent shall not be unreasonably
withheld. It is further understood that no third party is intended to be
made a third party beneficiary of the provisions of this Section 8.
(b) Notwithstanding anything in this Agreement to the contrary, in no event
shall any party be liable for any consequential, special or indirect
losses or damages, whether or not the likelihood of such losses or damages
was known by such party.
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9. TERMINATION.
(a) This Agreement may be terminated at any time by either party upon sixty
(60) days written notice to the other party. In addition, this Agreement
shall be terminated immediately upon either: (i) a material breach by
either party not cured within 30 days written notice from the other; (ii)
if at any time it is determined by any federal or state regulatory
authority that compensation to be paid under this Agreement is in
violation of or inconsistent with any federal or state law; or (iii) with
regard to any Plan, upon termination of the services of Company to such
Plan.
(b) Upon termination of this Agreement for any reason, purchases of the Funds
pursuant to this Agreement shall no longer be permitted through Company
except in the case of Company clients currently invested in the Funds.
Company shall continue to serve as an agent of JHF for the limited purpose
of servicing existing clients in the Funds. Company shall continue to
receive compensation from JHF on existing account balances.
10. FORCE MAJEURE. In the event any party is unable to perform its obligations
or duties under the terms of this Agreement because of acts of God, strikes,
riots, acts of war or terrorism, equipment failures, or power or other utility
failures or damage or other cause reasonably beyond its control, such party
shall not be liable for any and all losses, damage, costs, charges, counsel
fees, payments, expenses or liability to any other party (whether or not a party
to this Agreement) resulting from such failure to perform its obligations or
duties under this Agreement or otherwise from such causes. This provision shall
in no way excuse any party from any liability that results from the party's
failure to have in place appropriate and reasonable disaster recovery plans
designed to enable that party to perform it obligations and duties under this
Agreement.
11. DISPUTE RESOLUTION. In the event of a dispute concerning any provision of
this Agreement, either party may require the dispute to be submitted to binding
arbitration under Code of Arbitration Procedure of the NASD. Arbitration shall
take place in the city of Boston, Massachusetts. Any decision that shall be made
in such arbitration shall be final and binding and shall have the same force and
effect as a judgment made in a court of competent jurisdiction.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, except with
respect to the choice of law provision thereof.
13. AMENDMENTS. JHF reserves the right to amend this Agreement at any time by
providing Company with written notice of such amendment. Company's action of
placing an order or accepting payments of any kind after the effective date of
and receipt of notice of any such Amendment shall constitute Company's
acceptance of such Amendment, otherwise, this Agreement may be modified or
amended, and the terms of this Agreement waived, only by a writing signed by
each of the parties, except that JHF may add or delete Funds from the list of
available Funds as it deems appropriate.
14. SIMILAR AGREEMENTS. JHF acknowledges and agrees that Company may enter
into agreements similar to this Agreement with organizations other than JHF.
Company acknowledges and agrees that nothing contained herein shall prohibit JHF
from providing administrative, sub-accounting or recordkeeping services to any
defined contribution or other employee benefit plan or from soliciting any such
plan or sponsor thereof or any other administrator or recordkeeper to enter into
any arrangement with JHF or any affiliate of JHF for such services.
15. NOTICE. Notices required by this Agreement should be sent to:
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If to Company:
Xxxxx Xxxxx
American United Life Insurance Company
Xxx Xxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
If to JHF:
Xxxx Xxxxxxxx
Xxxx Xxxxxxx Funds, LLC
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
(with copy to Legal Department at same address - 11TH Floor)
16. MISCELLANEOUS.
(a) This constitutes the entire agreement between the parties and supersedes
and cancels any prior agreement between us, whether oral or written,
relating to the subject covered herein. It shall be binding upon the
parties when signed by Company and accepted by JHF and JHSS. This
Agreement may be executed in counterparts.
(b) The parties to this Agreement agree to cooperate fully in any regulatory
investigation or proceeding or judicial proceeding with respect to each
party's activities under this Agreement and promptly to notify the other
party of any such investigation or proceeding.
(c) The headings in this Agreement are for convenience only and are not to be
used in interpreting this Agreement.
(d) The illegality, invalidity or unenforceability of any provision of this
Agreement under the law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other jurisdiction nor the
legality, validity or enforceability of any other provision.
(e) The provisions of Sections 5(a), 8, 9(b), 11, 12 and this Section 16(e)
shall survive termination of this Agreement.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
American United Life Insurance Company, LLC
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
OneAmerica Securities, Inc.
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President
Xxxx Xxxxxxx Funds, LLC
By: /s/ Xxxx Xxxx
--------------------------------------
Name: Xxxx Xxxx
Title: CFO
Xxxx Xxxxxxx Signatures Services, Inc.
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title:
EXHIBIT A
FUND LISTING
All Class R shares of Xxxx Xxxxxxx Funds, as may be made available
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EXHIBIT B
OPERATIONAL PROCEDURES
I. NSCC FUND/SERV AND NETWORKING
JHSS and Company agree to process transactions through the NSCC Fund/SERV system
("Fund/SERV") and Networking program and the following provisions of this
Exhibit B shall apply with respect to such transactions:
A. GENERAL PROVISIONS.
1. GENERAL. All accounts opened and maintained and all orders for the
purchase and redemption of Shares through Fund/SERV and/or Networking will
be governed by (a) the applicable NSCC rules and procedures; (b) the
Agreement and this Exhibit B; and (c) any other written instructions JHSS
may provide to Company from time to time.
2. FUND/SERV. On each business day that the NYSE is open for business on
which the Funds determine their per Share net asset values, JHSS shall
accept and effect changes in its records upon receipt of purchase,
redemption, exchanges, and registration instructions submitted
electronically by Company through Fund/SERV without supporting
documentation from the Plans and/or Participants. Company certifies that
all instructions delivered to JHSS on any business day shall have been
received by Company from the Plans and/or Participants prior to the Close
of Trading on such business day and that any instructions received by
Company after the Close of Trading on any given business day will be
transmitted to JHSS the next Business Day. Company also certifies that all
such instructions received by Company from Plans and/or Participants by
the Close of Trading on any business day will be delivered to JHSS on such
business day. Trade, registration, and if applicable, broker/dealer
information provided by OAS to JHSS through Fund/SERV and pursuant to the
Agreement and this Exhibit B shall be accurate, complete and in the format
prescribed by the NSCC. All instructions by Company regarding each
Fund/SERV account shall be true and correct and will have been duly
authorized by the Plan. Copies of such instructions will be maintained by
Company and furnished to JHSS upon our written request Company shall
adopt, implement, and maintain procedures reasonably designed to ensure
the accuracy of all transmissions through Fund/SERV and to limit the
access to, and the inputting of data into, Fund/SERV to persons
specifically authorized by Company. For each Fund/SERV transaction,
including transactions establishing a Plan account with JHSS, Company
shall provide JHSS with all information necessary or appropriate to
establish and maintain each Fund/SERV transaction (and any subsequent
changes to such information) which Company hereby certifies is and shall
remain true and correct. Company shall maintain documents required by the
Funds or by applicable law, rules or regulations to effect Fund/SERV
transactions.
3. NETWORKING. If Company participates in Networking, Company agrees that, in
addition to the terms stated in the Agreement, Company will timely provide
JHSS with information regarding adverse claims, governmental and legal
inquiries and correspondence relating to Plan accounts that is necessary
to facilitate proper handling of such claims, inquiries or correspondence
by JHSS (such as the placement of restrictions on the redemption, transfer
or exchange of Shares or disclosure of Company's control of the accounts).
Company also agrees that it will, on behalf of each Fund, report to
Participants all information which is required to be reported by the Fund
on Participant confirmations or otherwise under any applicable statute,
rule or regulation or under the terms of the Prospectus, or which is
provided by JHSS, JHF, the Fund, or the Fund's adviser to Company for
reporting to Participants. Company represents that all Company
instructions, communications and actions regarding Networked accounts,
will be accurate and complete. Company will obtain and
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maintain, and upon request provide to us, for each Networking account all
forms, applications, waivers, exemptions, certifications or other
documents or information required by applicable laws, rules or regulations
including, without limitation, state and federal securities and tax laws,
rules and regulations.
B. OPERATIONAL PROVISIONS.
Company agrees to the following operational procedures and requirements and any
additional written instructions that may be provided to it by JHSS from time to
time:
1. TRADING. If Company transmits a trade after 12:00 a.m. ET on trade date,
any resulting as-of loss shall be the sole responsibility of Company. (If
Company elects to use the defined contribution platform for retirement
plan trading, Company will transmit DCC&S trades to the NSCC by the Fund's
stated deadline (currently 6:00 A.M. ET, cycles 1-8) on the day following
trade date ("T+l"). If Company misses the transmission deadline for a
DCC&S trade, or fails to initiate a price protected trade, and does not
notify JHSS of that failure, any resulting as-of loss shall be Company's
sole responsibility.) If the NSCC platform is unavailable, trades will be
transmitted on T+l via facsimile to JHSS by 9:00 a.m. ET (the "Applicable
Cut-Off Time") and processed accordingly. Company is solely responsible
for notifying JHSS by phone prior to sending the faxes in order that JHSS
may price protect these trades. JHSS cannot guarantee price protection for
any trades received via fax or phone after the Applicable Cut-Off Time.
Company shall accept any losses for such as-of faxed transactions
transmitted after the Applicable Cut-Off Time and will promptly pay each
Fund for any loss incurred to the Fund as a result of the as/of
transaction upon written notice of such loss.
2. SETTLEMENT. For purposes of wire transfers, Company shall net purchase and
redemption activity across all Funds occurring on the same day. Monies for
all trades processed through the NSCC shall be settled as part of the NSCC
cash settlement on T+1. For manual adjustments, if the cash value of the
net activity across all Funds results in monies due to JHSS, then Company
shall initiate a wire transfer to JHSS by 11:00 a.m. E.T. on Trade Date
plus One ("T+1"). If for any reason a wire is not received, the receiving
party is responsible for notifying the sender of this problem by 12:00
p.m. E.T. on TD+2. If any wire is not received on the Business Day such
wire was required to be initiated and it is determined that the sending
party was negligent in initiating the wire, then the sending party shall
compensate the receiving party for the amount of such wire plus associated
bank penalties.
3. TRADE REJECTIONS. Company will report to JHSS by phone any rejected trades
by T+l, prior to the Applicable Cut-Off Time in order that Shares may be
reserved (price protected) at that trade date's price. Company shall be
responsible for any loss to the Fund(s) due to failure to timely report
rejected trades and shall promptly pay each Fund for any such loss. If
there is a NSCC redemption reject that must be processed manually, payment
will be made to Company in as timely a manner as possible, as outlined in
the Prospectus.
4. TRADE CORRECTIONS. Processing errors which result from any delay or error
caused by Company will be adjusted outside the Fund/SERV system on an
as-of basis upon written receipt of a letter of indemnification from
Company. The cost to the Fund or JHSS of such transactions shall be borne
by Company. JHSS should be notified of any trade corrections in writing by
the Applicable Cut-Off Time in order to be price protected for the
previous day's price. Instructions should be on firm letterhead and
include an indemnification of the Funds, the Funds' custodian, the Funds'
underwriter, the Funds' investment adviser, the Fund Agent, the Funds'
transfer agent/shareholder servicing agent, each of their affiliated
companies, and all of the divisions, subsidiaries, directors, trustees,
officers, agents, employees and assigns of each of the foregoing
(collectively, "Indemnified Fund Parties"), be signed by an authorized
person and include a medallion guarantee.
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5. EXCHANGES. Company will pass all exchange activity performed within the
Xxxx Xxxxxxx Family of Funds, as exchanges through the NSCC, not as buys
and sells.
6. PRICE COMMUNICATION. Company will receive prices and in the case of fixed
income or money market funds, the daily accrual of the interest rate
factor from the NSCC's Mutual Fund Profile System.
7. CASH DIVIDENDS. For each account in which cash dividends are received by
the Company from the Funds or JHSS for payment to Plans and/or
Participants, Company shall be solely responsible for ensuring that all
cash dividends received by Company are paid to Plans and/or Participants
in a timely manner. Company shall be solely responsible for any
liabilities arising from such cash dividend payments reported by Plans
and/or Participants as lost, stolen, materially altered, or forged.
8. OVERPAYMENTS. In the event any overpayment is made to Company by JHSS,
Company shall promptly repay such overpayment to JHSS after being provided
with notice of such overpayment. In the event any overpayment is made to
JHSS by Company, JHSS shall promptly repay such overpayment to Company
after receiving notice of such overpayment.
II. FACSIMILE INSTRUCTIONS
JHSS shall accept instructions from Company in connection with liquidation,
exchange, transfers, trade correction, wire order purchases and account
maintenance requests in Plan accounts without providing to JHSS the supporting
Plan or Participant information. Company represents and warrant to JHSS, JHF and
the Funds that all such requests have been properly authorized by the applicable
Plans and/or Participants.
III. PARTICIPANT INFORMATION
In accordance with Rule 22c-2 of the Investment Company Act of 1940 ("Rule
22c-2") the following shall apply:
1. AGREEMENT TO PROVIDE INFORMATION. Company agrees to provide the Fund, upon
written request, the taxpayer identification number ("TIN"),
Individual/International Taxpayer Identification Number ("ITIN") or other
government-issued identifier ("GII"), if known, of any or all
Participant(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with
Participant(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by
Company during the period covered by the request.
(a) Period Covered by Request. Requests must set forth a specific
period, not to exceed ninety (90) days from the date of the request,
for which transaction information is sought. The Fund may request
transaction information older than ninety (90) days from the date of
the request as it deem$ necessary to investigate compliance with
policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued
by the Fund.
(b) Form and Timing of Response. Company agrees to transmit the
requested information that is on its books and records to the Fund
or its designee promptly, but in any event, not later than ten (10)
business days after receipt of a request. If the requested
information is not on Company's books and records, Company agrees
to: (i) provide or arrange to provide to the Fund the
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requested information from Participants who hold an account with an
indirect intermediary; or (ii) if directed by the Fund, block further
purchases of Fund Shares from such indirect intermediary. In such
instance, Company agrees to inform the Fund whether it plans to perform
(i) or (ii). Responses required by this paragraph must be communicated in
writing and in a format mutually agreed upon by the parties. To the extent
practicable, the format for any transaction information provided to the
Fund should be consistent with the NSCC Standardized Data Reporting
Format.
(c) Limitations on Use of Information. The Fund agrees not to use the
information received for marketing or any other similar purpose
without the prior written consent of Company.
2. AGREEMENT TO RESTRICT TRADING. Company agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Participant that has been identified by the Fund
as having engaged in transactions of the Fund's Shares (directly or
indirectly through Company's account) that violate policies established by
the Fund for the purpose of eliminating or reducing any dilution of the
value of the outstanding Shares issued by the Fund.
(a) Form of Instructions. Instructions must include the TIN, ITIN or
GII, if known, and the specific restriction(s) to be executed.
If the TIN, ITIN or GII is not known, the instructions must include
an equivalent identifying number of Participant(s) or account(s) or
other agreed upon information to which the instruction relates.
(b) Timing of Response. Company agrees to execute instructions as soon
as reasonably practicable, but not later than five business days
after receipt of the instructions by Company.
(c) Confirmation by Company. Company must provide written confirmation
to the Fund that instructions have been executed. Company agrees to
provide confirmation as soon as reasonably practicable, but not
later than ten (10) business days after the instructions have been
executed.
3. DEFINITIONS. For purposes of this Section 3 "Participant Information" of
this Exhibit B:
(i) The term "Fund" includes the Fund's principal underwriter and transfer
agent. The term not does include any "excepted funds" as defined in SEC
Rule 22c-2(b) under the Investment Company Act of 1940.*
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* As defined in SEC Rule 22c-2(b), the term "excepted fund" means any: (1)
money market fund; (2) fund that issues securities that are listed on a
national exchange; and (3) fund that affirmatively permits short-term
trading of its securities, if its prospectus clearly and prominently
discloses that the fund permits short-term trading of its securities and
that such trading may result in additional costs for the fund.
(b) The term "Shares" means the interests of Participants corresponding to the
redeemable securities of record issued by the Fund under the Investment
Company Act of 1940 that are held by Company.
(c) The term "Participant" means the beneficial owner of Shares, whether the
Shares are held directly or by Company in nominee name.
(d) The term "written" includes electronic writings and facsimile
transmissions.
(e) The term "indirect intermediary" has the same meaning as in SEC Rule
22c-2.
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Exhibit C
Compensation
I. PARTICIPANT RECORDKEEPING SERVICE FEE:
A. Class R Shares. The Fund(s) will, subject to and in accordance with the
applicable service plan adopted by the Fund(s), pay a participant
recordkeeping service fee to Company in the amounts set forth below:
Rl Shares: 25 bps annually
R2 Shares 25 bps annually
R3 Shares: 15 bps annually
R4 Shares: 10 bps annually
R5 Shares: 5 bps annually
R6 Shares: -0-
B. The Participant Recordkeeping Service Fee will be calculated by taking the
average daily net assets, multiplied by the number of basis points noted
above (.OX percent), divided by the days in the year, and then multiplied
by the days in the respective quarter.
II. INVOICES.
Company will send JHF an invoice for Participant Recordkeeping Service
Fees detailing by Fund and share class: the account name, number of
participants, each applicable fee and the three-month, month-end average
account balance within 30 days of the calendar quarter. The invoice will
be paid within 30 days of receipt based upon the agreed upon fees
described in Section I above.
Invoice Billing: xxxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxx.xxx
The parties agree that the Participant Recordkeeping Service Fees paid
under this Agreement are for services only and do not constitute payment
in any manner for investment advisory or distribution services.
III. RULE 12B-1 DISTRIBUTION AND SERVICE FEE.
Company shall NOT invoice JHF for Rule 12b-1 Distribution and Service
Fees under the terms of this Agreement. The parties acknowledge and agree
that such fees shall be paid by JHF to the Company or its affiliate in
accordance with the terms of the Selling Agreement in effect between JHF
and the Company or its affiliate.
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