SERVICING AGREEMENT
THIS SERVICING AGREEMENT (THE "AGREEMENT") is made as of this 15th day of
August, 2018, by and among American United Life Insurance Company, Inc. and
OneAmerica Securities, Inc., (the "Company"), an Indiana corporation having an
address at Xxx Xxxxxxxx Xxxxxx, X.X. Xxx 000, Xxxxxxxxxxxx, XX 00000 and Natixis
Distribution, L.P., a Delaware limited partnership ("Natixis Distribution"),
having an address at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000.
WHEREAS, the Company has been appointed by certain qualified and
non-qualified plans (the "Plan(s)" or the "Client(s)") to provide administrative
support services, that may include, but are not limited to, some or all of the
services as set forth in this Agreement (the "Services");
WHEREAS, Natixis Distribution is the distributor of certain registered
investment companies referenced on SCHEDULE A annexed hereto (each a "Fund");
and
WHEREAS, the Parties wish to facilitate the purchase and redemption of
shares of the Funds (the "Shares"), through and in accordance with the Rules &
Procedures Manual of the National Securities Clearing Corporation, as amended
from time to time, (the "Rules of the NSCC") on behalf of the Plans and the
Plans' participants through one or more accounts in the Funds ("Account").
NOW THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Parties, intending to be legally bound and
agree as follows:
AGREEMENT
1. ROLE OF THE COMPANY: APPOINTMENT & SERVICES.
(A) Natixis Distribution hereby appoints the Company as its agent for the sole
and limited purpose of accepting purchase, exchange and redemption orders for
Shares purchased, exchanged or redeemed by the Plans ("orders"). The Company
hereby accepts its appointment on the terms and conditions set forth herein.
Notwithstanding anything in this Agreement to the contrary, the Company shall
not be acting as agent for Natixis Distribution in any manner whatsoever, except
as set forth herein.
(B) Either directly or in conjunction with a recordkeeper or other service
providers appointed by the Plans, the Company shall provide the Services for the
plan participants (the "Participants") having an interest in Shares of the Funds
purchased by the Plans for which the Company provides the Services. The Accounts
will be held of record by the Plan or the Company; separate accounts for
Participants will not be maintained by Natixis Distribution, the Funds or their
agents.
2. INCORPORATION OF THE RULES OF THE NSCC. The Rules of the NSCC, including
the rules and procedures applicable to the utilization of the Defined
Contribution Clearing and Settlement System ("DCC&S), as amended from time to
time (the "Procedures"), are hereby made a part of this Agreement as set forth
on SCHEDULE C, attached hereto. Notwithstanding anything to the
contrary, the Procedures applicable to the transmission of information and
instructions, and the settlement of transactions, shall be followed in all
instances. SECTIONS 4 AND 5 OF THIS AGREEMENT SHALL APPLY AS THE OPERATIONAL
PROCEDURES FOR THIS AGREEMENT ONLY IN THE EVENT THAT THE NSCC IS UNAVAILABLE FOR
WHATEVER REASON.
3. TERM. The term of this Agreement shall commence on the date first set
forth above and shall continue until the earliest to occur of the following (the
"Termination Date"):
(A) This Agreement is terminated by mutual written consent of the
Parties hereto, which consent shall not be unreasonably withheld;
(B) This Agreement is terminated by written notice from the Company to
Natixis Distribution, provided that the Company shall only be able
to terminate this Agreement under this Section 3(B) following the
occurrence of a material breach by Natixis Distribution of any of
its representations, warranties, covenants or agreements hereunder;
provided, however that Natixis Distribution shall be allowed thirty
(30) days post notice of such breach to cure such breach.
(C) This Agreement is terminated by written notice from Natixis
Distribution to the Company, provided that Natixis Distribution
shall only be able to terminate this Agreement under this Section
2(C) following the occurrence of a material breach by the Company of
any of its representations, warranties, covenants or agreements
hereunder; provided, however, that the Company shall be allowed
thirty (30) days post notice of such breach to cure such breach; or
(D) The first anniversary of the date of this Agreement; provided that,
this Agreement shall be automatically renewed for successive one (1)
year terms unless (i) a Party not less than thirty (30) days prior
to the expiration date of the initial term or any renewal term
notifies the other Party in writing that the Agreement will not be
renewed or (ii) the Agreement is otherwise terminated pursuant to
(A), (B) or (C) above.
The termination of this Agreement shall not relieve the Company or Natixis
Distribution of any obligation hereunder that accrued prior to such termination.
4. INFORMATION PROVIDED BY NATIXIS DISTRIBUTION. (a) Natixis Distribution,
through its designated agent, agrees to provide to the Company on each business
day that the New York Stock Exchange ("NYSE") is open for business (the
"Business Day") (i) net asset value ("NAV") information as determined at or
about the close of trading (currently 4:00 P.M. Eastern Time ("ET")) on the NYSE
(the "Close of Trading"); (ii) dividend and capital gains distribution
information as it becomes available; and (iii) in the case of income Funds, the
daily accrual or interest rate factor (mil rate) information. Natixis
Distribution, through its designated agent, will make best efforts to provide
NAV information, and income accrual, dividend payment and capital gains
information to the Company by 7:30 P.M. ET on each Business Day.
(b) Natixis Distribution, through its designated agent, will provide the
Company with (i) confirmation with respect to each Instruction (as defined
below), to the Company under Section 5 herein no later than the start of trading
of the NYSE on the Business Day following the date on
which the Instruction is deemed to be received by Natixis Distribution; (ii)
share positions for each Fund; and (iii) such other reports as may be reasonably
requested by the Company.
5. INSTRUCTIONS AND SETTLEMENT. Instructions to purchase and redeem Shares by
the Plan shall be effected as provided in this Section 5.
(a) The Company shall transmit to Natixis Distribution, through its
designated agent, instructions to purchase or redeem Shares of the Funds for
Accounts that have been or will be opened with the Funds for the Plans (the
"Instructions").
(b) The Company will facilitate the clearing for the purchase and
redemption of trades of Shares for the Plans (the "Trades") in accordance with
the terms as set forth in this Agreement. Purchases and redemptions for the
Plans shall be made at the NAV determined as of the Close of Trading on the
Business Day that an Instruction to purchase or redeem shares is received by the
Company, provided that (i) the Company receives Instructions from Participants
or Plan Representatives prior to the Close of Trading on that Business Day; and
(ii) Natixis Distribution, through its designated agent, receives the
Instructions from the Company by 9:30 A.M. ET on the next following Business
Day. Instructions received by the Company from Participants or Plan
Representatives after the Close of Trading on any given Business Day shall be
treated as if received on the next following Business Day. The Company has in
place and at all times during the term of this Agreement and will maintain
internal controls reasonably designed to prevent Participant and Plan orders
received after the Close of Trading on a Business Day from being aggregated with
orders properly received before such time.
(c) Payment for net purchases of Shares attributable to all
Instructions executed for the Accounts on a given Business Day will be wired by
the Company no later than 3:00 P.M. ET on the next Business Day ("T+1") to a
custodial account designated by Natixis Distribution, through its designated
agent,.
(d) Natixis Distribution, through its designated agent, agrees that
payment for redemptions of Shares attributable to all Instructions executed for
the Client Accounts on a given Business Day will be wired by Natixis
Distribution, through its designated agent, on the next Business Day following
the Business Day after receipt of Instructions by Natixis Distribution, through
its designated agent, ("T+2"), such settlement to be wired by no later than 3:00
P.M. ET to an account designated by the Company.
6. COMPENSATION TO THE COMPANY. Natixis Distribution will pay a fee as listed
in SCHEDULE A to the Company in consideration for the Services provided by the
Company pursuant to this Agreement, solely with respect to the Funds listed on
such SCHEDULE A. The parties agree that the Funds and Fees listed on SCHEDULE A
may be amended from time to time by Natixis Distribution upon written notice to
Company. For the Services as set forth in the Agreement, Natixis Distribution
shall pay a quarterly fee to the Company based upon the month end value of each
account at an annual rate, set forth on attached SCHEDULE A, of the average
daily net assets of the Funds held in each account. Invoices with respect to
fees paid to the Company shall be prepared by the Company and be delivered to
Natixis Distribution by no later than thirty (30) days following the end of the
applicable calendar quarter. Invoices shall be sent electronically to
xxxxxxxx@xxxxxxx.xxx and XXXXxxxxxxXxxxxxx@xxxxxxxxxx.xxx. Such invoice shall
include information regarding the fund level breakdown of assets per Fund.
Company's billing
department shall work with Natixis Distribution Finance Department to establish
proper documentation prior to the first invoice being received.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(A) Each of the Parties represents and warrants to the other as follows:
(1) Such Party is an entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and is duly
qualified to transact business in each other jurisdiction where it is
required to be so qualified;
(2) This Agreement, and the other agreements and instruments entered
into by such Party in connection with this Agreement (the "Transaction
Documents"), have been duly authorized and executed by such Party, and
represent the legal, valid and binding obligations of such Party,
enforceable against such Party in accordance with their respective terms;
(3) The execution, delivery and performance by such Party of the
Transaction Documents does not violate, conflict with or constitute a
breach of any provision of any Federal, state or local law applicable to
such Party, the organizational documents of such Party or any material
agreement, contract, consent decree, order or other instrument to which
such Party is a Party or by which such Party is bound;
(4) Other than a consent previously obtained, no consent or other action
of any third party is necessary for such Party to execute, deliver or
perform the Transaction Documents;
(5) The Company and Natixis Distribution are not affiliated with each
other in any way and neither will represent or imply in any way that
either has any relationship with the other except as described in this
Agreement. Neither will use the other's name and/or logo in advertising or
marketing material, or otherwise, without the other's prior written
consent, except that each may use the name of the other as may be
necessary in their respective regulatory filings; and
(6) At all times, the Parties shall comply, and the Company shall use
reasonable efforts to cause its affiliates or designees, if any, through
which it carries out the Services hereunder, to comply, with all
applicable federal and state laws and regulations, including, but not
limited to, the Investment Company Act of 1940 (the "1940 Act"), the
Securities Act of 1933 (the "1933 Act"), the Securities and Exchange Act
of 1934 (the "1940 Act") and the Employee Retirement Income Security Act
of 1974 ("ERISA") (all as amended).
(B) Natixis Distribution represents, warrants, and covenants that:
(1) The Funds utilizes the transfer agency services of a duly registered
transfer agent under Section 17A of the 1934 Act, which agent is a
designated agent of the Funds and Natixis Distribution;
(2) The Funds are series of investment companies registered under the
1940 Act and Shares sold by the Funds are, and will be, registered under
the 1933 Act;
(3) Except as indicated on SCHEDULE A, Shares of the Funds are properly
registered with the U.S. Securities and Exchange Commission and all
regulatory requirements necessary to permit Shares to be sold in
accordance with the terms of this Agreement have been satisfied for all
fifty states and the District of Columbia. Natixis Distribution will
notify the Company if there is any change in the registration or
qualification for sale of any Shares;
(4) The Company is not responsible for any information contained in any
prospectus, registration statement, annual report, proxy statement, or
item of advertising, marketing material or any other document prepared by
Natixis Distribution or its affiliate that relates to any Fund.
(C) The Company represents, warrants and covenants that:
(1) To the extent the Company is subject to the provisions of the
Financial Modernization Act of 1999 and other laws governing, among other
things, the conduct of activities by federally chartered and supervised
banks and other affiliated banking organizations, the Company and its
designee will perform only those activities consistent with its statutory
and regulatory obligations and will act solely as agent for, upon the
order of, and for the account of, the Plan;
(2) For all purposes of this Agreement, the Company is an independent
contractor, and has no authority to act as limited agent for any of the
Funds in any matter or in any respect, except as provided in this
Agreement, and except that if the Company transmit purchase and redemption
instructions to any of the Funds or their agent after the Close of
Trading, then the Company and its designee will be considered such Fund's
agent for purposes of Rule 22c-l under the 1940 Act.
(3) Natixis Distribution is not responsible for any information
communicated to the Plan or Participants that is not contained in any
prospectus, registration statement, annual report, proxy statement or item
of advertising, marketing material or any other document prepared by
Natixis Distribution, through its designated agent, or its affiliate that
relates to any Fund.
8. INDEMNIFICATION. The Company does hereby agree to indemnify, defend and
hold harmless Natixis Distribution, and its affiliates, agents, designees,
officers, directors, representatives and employees (collectively, the "Natixis
Parties") from and against any claims, liabilities, costs, attorneys' fees and
legal costs, expenses, indirect or direct losses, damages and penalties
(collectively, "Costs"), incurred by any such Natixis Party from or relating to
(A) any material breach by the Company of any representation, warranty,
agreement or other obligation contained in this Agreement; and (B) negligence or
willful misconduct on the part of the Company in performing the Services
required under this Agreement, (C) any error or omission by the Company in an
Instruction that results in costs; (D) such Natixis Party's investigation,
preparation or defense of any of the foregoing.
Natixis Distribution does hereby agree to indemnify, defend and hold
harmless the Company, its affiliates, agents, designees, officers, directors,
representatives, and employees (collectively, the "Company Parties") from and
against any claims, liabilities, costs, attorneys' fees and legal costs,
expenses, indirect or direct losses, damages and penalties (collectively,
"Costs") incurred by any such Company Party arising from or relating to (A) any
material breach by Natixis Distribution of any representation, warranty,
agreement or other obligation contained in this Agreement; (B) negligence or
willful misconduct on the part of Natixis Distribution in its performance of its
obligations hereunder; (C) any untrue statement or alleged untrue statement of
material fact contained in the registration statement of the Funds, prospectus
of the Funds, any sales literature of the Funds or any other document prepared
by Natixis Distribution or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; and (D) such the Company Party's investigation, preparation or
defense of any of the foregoing.
9. NON-EXCLUSIVITY. The Parties may enter into other similar servicing
Agreements with any other person or persons without the other's consent.
10. AMENDMENT AND WAIVER. Any of the terms of this Agreement may be waived,
amended or modified in whole or in part only by a writing signed by the Parties
hereto. No failure of any Party to insist upon strict performance of any
provision of this Agreement shall constitute a waiver.
11. ENTIRE AGREEMENT. This Agreement, together with its accompanying
schedule(s), constitutes the entire Agreement between the Parties with respect
to the subject matter herein and there are no agreements, representations or
warranties between the Parties other than those set forth or provided for
herein.
12. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without giving
effect to the principles of conflicts of law thereof.
13. ASSIGNMENT BY THE COMPANY. The Company may assign its rights and
obligations under this Agreement to any subsidiary, affiliate or successor by
merger or consolidation upon written notice to Natixis Distribution. Natixis
Distribution may assign its rights and obligations under this Agreement to any
subsidiary, affiliate or successor by mergers, consolidation or name change,
without the prior written consent of the Company.
14. NOTICE. Any notice, demand, consent, election, offer, approval, request or
other communication (collectively, a "Notice") required or permitted under this
Agreement must be in writing and either delivered personally, by a nationally
recognized overnight courier, or sent by certified or registered mail, postage
prepaid, return receipt requested. A Notice must be addressed to a Party as
follows:
IF TO THE COMPANY TO: IF TO NATIXIS DISTRIBUTION TO:
American United Life Natixis Distribution, L.P.
X.X. Xxx 000 000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000 Xxxxxx, XX 00000
Attention: Attention: General Counsel
With a copy to: President
A Notice delivered personally will be deemed given only when acknowledged in
writing by the party to whom it is delivered. A Notice delivered via a
nationally recognized overnight courier shall be deemed given as of the next
Business Day after it is sent. A Notice that is sent via mail will be deemed
given three (3) Business Days after it is mailed. The address specified by a
party above for notices to be sent may be changed by such party by written
notice to the other party.
15. PRIVACY; CONFIDENTIALITY. In accordance with Regulation S-P, if non-public
personal information regarding either party's customers or consumers is
disclosed to the other party in connection with this Agreement, the party
receiving such information will not disclose or use that information other than
as necessary to carry out the purposes of this Agreement.
In addition, the parties agree that all non-public books, records, information
and data pertaining to the business of the other that are exchanged or received
pursuant to this Agreement shall remain confidential and shall not be
voluntarily disclosed by either party without the prior written consent of the
other, except as otherwise required by law or order of any court, governmental
agency or regulatory body of competent jurisdiction.
16. MISCELLANEOUS.
(A) ANTI-MONEY LAUNDERING.
(a) The Company warrants that the Company:
(i) has established policies and procedures designed to prevent and
detect money laundering, including processes to meet the anti-money
laundering requirements of the USA PATRIOT Act [HR 3162, Pub. L. No.
107-56 (2001)] and the rules and regulations promulgated thereunder;
(ii) has identified, and will continue to identify, the Client(s) for
whom it acts and the sources of funds for all Client(s) for whom it
acts and will retain all documentation, as may be required,
necessary to identify those Client(s) and the source of funds; and
(iii) does not believe, and has no reason to believe, that any Client(s)
for whom it acts are engaged in money laundering activities or are
associated with any terrorist or other individuals, entities, or
organizations sanctioned by the United States or the jurisdictions
in which the Company does business.
(b) The Company will notify Natixis Distribution in the event it believes,
or has reason to believe, that any of the Client(s) for whom it acts hereunder
are engaged in money laundering activities or are associated with any terrorist
or other individuals, entities or organizations sanctioned by the United States
or the jurisdictions in which the Firm does business.
(B) GRAMM XXXXX XXXXXX. The Company acknowledges that the Xxxxx-Xxxxx Bliley
Act, the rules and regulations thereunder, and relevant state laws and
regulations adopted or enacted pursuant thereto (collectively the "GLBA") impose
certain requirements and restrictions on it regarding the privacy of nonpublic
personal information of customers and consumers. Such requirements and
restrictions include, but are not limited to, requirements to disclose privacy
policies and practices and required actions to protect the confidentiality and
security of nonpublic personal information of customers and consumers. The
Company agrees that to the extent applicable under this Agreement, it shall
comply with GLBA and that it understands that
the terms "customer", "consumer", and "nonpublic personal information" will have
the definitions set forth in GLBA.
(C) The Company agrees and acknowledges that Natixis Distribution, through its
designated agent, may hold any transaction request for up to seven (7) days, or
refuse to sell shares of any Fund to any person or suspend or terminate the
offering of shares of any Fund for the accounts of "frequent traders" as
described in the Fund's prospectus, if such action is required by law or by
regulatory authorities having jurisdiction or if such action is necessary in the
best interests of the shareholders of any Fund. The Company agrees to promptly
and fully cooperate with any reasonable request made by Natixis Distribution to
address any issue regarding market-timing activity by the Company's clients
holding shares of the Funds in any of the Company Client Account in accordance
with the applicable provisions of Rule 22c-2 of the Investment Company Act of
1940 as referenced in Schedule D of the Agreement.
(D) The Company agrees and acknowledges that all purchases and sales of Fund
Shares are subject to the terms of the applicable Fund's prospectus
("Prospectus") and statement of additional information ("SAI") (including, when
applicable, the assessment of short-term trading fees).
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as
of the date first written above.
THE COMPANY
The Company Name: American United Life Insurance Company, Inc
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: Xxxxx Xxxxx
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Title: Assistant Vice President
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The Company Name: OneAmerica Securities, Inc.
By: /s/ Xxxxxxx X Xxxxxxxxx
------------------------------------------
Name: Xxxxxxx X Xxxxxxxxx
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Title: President
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NATIXIS DISTRIBUTION, L.P.
By: Natixis Distribution Corporation, its general partner
By: /s/ Xxxxxxx Xxxx Xxxxx
------------------------------------------
Name: Xxxxxxx Xxxx Xxxxx
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Title: CFO
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SCHEDULE A
SHARE 12B-1 FEE SERVICE
FUND CLASS RATE+ FEE RATE TICKER
--------------------------------------------------------- --------------- ----------- ------------ ----------
BOND FUNDS:
Xxxxxx Xxxxxx Strategic Alpha Fund A 25 20 XXXXX
Xxxxxx Xxxxxx Strategic Alpha Fund Y 0 20 LASYX
Xxxxxx Xxxxxx Strategic Alpha Fund N 0 0 LASNX
Xxxxxx Xxxxxx Bond Fund Admin 50 10 LBFAX
Xxxxxx Xxxxxx Bond Fund Retail 25 10 LSBRX
Xxxxxx Xxxxxx Bond Fund Institutional 0 20 LSBDX
Xxxxxx Xxxxxx Bond Fund N 0 0 LSBNX
Xxxxxx Xxxxxx Core Disciplined Alpha Bond Fund Institutional 0 0 LSABX
Xxxxxx Xxxxxx Core Plus Bond Fund A 25 20 NEFRX
Xxxxxx Xxxxxx Core Plus Bond Fund Y 0 20 NERYX
Xxxxxx Xxxxxx Core Plus Bond Fund N 0 0 NERNX
Xxxxxx Xxxxxx Global Bond Fund Retail 25 10 LSGLX
Xxxxxx Xxxxxx Global Bond Fund Institutional 0 20 LSGBX
Xxxxxx Xxxxxx Global Bond Fund N 0 0 LSGNX
Xxxxxx Xxxxxx High Income Fund A 25 20 NEFHX
Xxxxxx Xxxxxx High Income Fund Y 0 20 NEHYX
Xxxxxx Xxxxxx High Income Fund N 0 0 LSHNX
Xxxxxx Xxxxxx Inflation Protected Securities Fund Retail 25 10 LIPRX
Xxxxxx Xxxxxx Inflation Protected Securities Fund Institutional 0 15* LSGSX
Xxxxxx Xxxxxx Inflation Protected Securities Fund N 0 0 LIPNX
Xxxxxx Xxxxxx Intermediate Duration Bond Fund A 25 20 LSDRX
Xxxxxx Xxxxxx Intermediate Duration Bond Fund Y 0 15 LSDIX
Xxxxxx Xxxxxx Investment Grade Bond Fund Admin 50 20 LIGAX
Xxxxxx Xxxxxx Investment Grade Bond Fund A 25 20 LIGRX
Xxxxxx Xxxxxx Investment Grade Bond Fund Y 0 15 LSIIX
Xxxxxx Xxxxxx Investment Grade Bond Fund N 0 0 LGBNX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund A 25 20 NEFLX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund Y 0 20 NELYX
Xxxxxx Xxxxxx Limited Term Gov't and Agency Fund N 0 0 LGANX
Xxxxxx Xxxxxx Multi-Asset Income Fund A 25 20 IIDPX
Xxxxxx Xxxxxx Multi-Asset Income Fund Y 0 20 YIDPX
Xxxxxx Xxxxxx Multi-Asset Income Fund N 0 0 LMINX
Xxxxxx Xxxxxx Senior Floating Rate and Fixed Income Fund A 25 20 LSFAX
Xxxxxx Xxxxxx Senior Floating Rate and Fixed Income Fund Y 0 20 LSFYX
Xxxxxx Xxxxxx Senior Floating Rate and Fixed Income Fund N 0 0 LSFNX
Xxxxxx Xxxxxx Strategic Income Fund Admin 50 20 NEZAX
Xxxxxx Xxxxxx Strategic Income Fund A 25 20 NEFZX
Xxxxxx Xxxxxx Strategic Income Fund Y 0 20 NEZYX
Xxxxxx Xxxxxx Strategic Income Fund N 0 0 NEZNX
XxXxxxxxx Intermediate Municipal Bond Fund A 25 20 MIMAX
XxXxxxxxx Intermediate Municipal Bond Fund Y 0 20 MIMYX
Mirova Global Green Bond Fund A 25 20 MGGAX
Mirova Global Green Bond Fund Y 0 20 MGGYX
Mirova Global Green Bond Fund N 0 0 MGGNX
Natixis Sustainable Future 2015 Fund N 0 0 NSFBX
Natixis Sustainable Future 2020 Fund N 0 0 NSFDX
Natixis Sustainable Future 2025 Fund N 0 0 NSFEX
Natixis Sustainable Future 2030 Fund N 0 0 NSFFX
Natixis Sustainable Future 2035 Fund N 0 0 NSFGX
Natixis Sustainable Future 2040 Fund N 0 0 NSFHX
Natixis Sustainable Future 2045 Fund N 0 0 NSFJX
Natixis Sustainable Future 2050 Fund N 0 0 NSFKX
Natixis Sustainable Future 2055 Fund N 0 0 NSFLX
Natixis Sustainable Future 2060 Fund N 0 0 NSFMX
EQUITY FUNDS:
AEW Real Estate Fund A 25 30 NRFAX
AEW Real Xxxxxx Xxxx X 0 00 XXXXX
XXX Real Estate Fund N 0 0 NRFNX
ASG Dynamic Allocation Fund A 25 30 DAAFX
ASG Dynamic Allocation Fund Y 0 25 DAYFX
ASG Tactical US Market Fund A 25 30 USMAX
ASG Tactical US Market Fund Y 0 25 USMYX
ASG Global Alternatives Fund A 25 30 GAFAX
ASG Global Alternatives Fund Y 0 25 GAFYX
ASG Global Alternatives Fund N 0 0 GAFNX
ASG Managed Futures Strategy Fund A 25 30 AMFAX
ASG Managed Futures Strategy Fund Y 0 25 ASFYX
ASG Managed Futures Strategy Fund N 0 0 AMFNX
Gateway Equity Call Premium Fund A 25 30 GCPAX
Gateway Equity Call Premium Xxxx X 0 00 XXXXX
Xxxxxxx Equity Call Premium Fund N 0 0 GCPNX
Gateway Fund A 25 30 GATEX
Gateway Fund Y 0 20 GTEYX
Gateway Fund N 0 0 GTENX
Natixis Oakmark Fund A 25 30 NEFOX
Natixis Oakmark Fund Y 0 20 NEOYX
Natixis Oakmark Fund N 0 0 NOANX
Natixis Oakmark International Fund A 25 30 NOIAX
Natixis Oakmark International Fund Y 0 25 NOIYX
Natixis Oakmark International Fund N 0 0 NIONX
Natixis U.S. Equity Opportunities Fund A 25 30 NEFSX
Natixis U.S. Equity Opportunities Fund Y 0 20 NESYX
Natixis U.S. Equity Opportunities Fund N 0 0 NESNX
Xxxxxx Xxxxxx Dividend Income Fund A 25 30 LSCAX
Xxxxxx Xxxxxx Dividend Income Fund Y 0 25 LSCYX
Xxxxxx Xxxxxx Dividend Income Fund N 0 0 LDINX
Xxxxxx Xxxxxx Global Growth Fund A 25 30 LSAGX
Xxxxxx Xxxxxx Global Growth Fund Y 0 25 LSGGX
Xxxxxx Xxxxxx Global Growth Fund N 0 0 LSNGX
Xxxxxx Xxxxxx Growth Fund**** A 25 30 LGRRX
Xxxxxx Xxxxxx Growth Fund**** Y 0 25 LSGRX
Xxxxxx Xxxxxx Growth Fund**** N 0 0 LGRNX
Xxxxxx Xxxxxx Global Allocation Fund A 25 30 LGMAX
Xxxxxx Xxxxxx Global Allocation Fund Y 0 25 LSWWX
Xxxxxx Xxxxxx Global Allocation Fund N 0 0 LGMNX
Xxxxxx Xxxxxx Small Cap Growth Fund** Retail 25 15 LCGRX
Xxxxxx Xxxxxx Small Cap Growth Fund** Institutional 0 15 LSSIX
Xxxxxx Xxxxxx Small Cap Growth Fund** N 0 0 LSSNX
Xxxxxx Xxxxxx Small Cap Value Fund Admin 50 15 LSVAX
Xxxxxx Xxxxxx Small Cap Value Fund Retail 25 15 LSCRX
Xxxxxx Xxxxxx Small Cap Value Fund Institutional 0 15 LSSCX
Xxxxxx Xxxxxx Small Cap Value Fund N 0 0 LSCNX
Xxxxxx Xxxxxx Small/Mid Cap Growth Fund Institutional 0 0 LSMIX
Xxxxxx Xxxxxx Value Fund Admin 50 30 LSAVX
Xxxxxx Xxxxxx Value Fund A 25 30 LSVRX
Xxxxxx Xxxxxx Value Fund Y 0 25 LSGIX
Xxxxxx Xxxxxx Value Fund N 0 0 LSVNX
Mirova Global Sustainable Equity Fund A 25 30 ESGMX
Mirova Global Sustainable Equity Fund Y 0 25 ESGYX
Mirova Global Sustainable Equity Fund N 0 0 ESGNX
Xxxxxxx Xxxxxx Select Fund A 25 30 VNSAX
Xxxxxxx Xxxxxx Select Fund Y 0 25 VNSYX
Xxxxxxx Xxxxxx Select Fund N 0 0 VNSNX
Xxxxxxx Xxxxxx Small Cap Value Fund*** A 25 30 NEFJX
Xxxxxxx Xxxxxx Small Cap Value Fund*** Y 0 25 NEJYX
Xxxxxxx Xxxxxx Small Cap Value Fund*** N 0 0 VSCNX
Xxxxxxx Xxxxxx Value Opportunity Fund. A 25 30 VNVAX
Xxxxxxx Xxxxxx Value Opportunity Fund Y 0 25 VNVYX
Xxxxxxx Xxxxxx Value Opportunity Fund N 0 0 VNVNX
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+ PLEASE SEE THE RELEVANT FUND'S PROSPECTUS FOR ADDITIONAL INFORMATION
RELATING TO THE 12B-1 PLAN.
* THE ANNUAL SERVICE FEE RATE FOR INSTITUTIONAL CLASS SHARES OF THE XXXXXX
XXXXXX INFLATION PROTECTED SECURITIES FUND HAS CHANGED, FOR NEW INVESTORS
ONLY, EFFECTIVE JUNE 7, 2010.
** THE XXXXXX XXXXXX SMALL CAP GROWTH FUND IS CLOSED TO NEW INVESTORS
EFFECTIVE SEPTEMBER 14, 2012.
*** THE XXXXXXX XXXXXX SMALL CAP VALUE FUND IS CLOSED TO NEW INVESTORS
EFFECTIVE AUGUST 1, 2009.
**** XXXXXX XXXXXX GROWTH FUND SOFT CLOSED. PLEASE SEE THE FUND'S SUMMARY
PROSPECTUS FOR MORE DETAILS.
Each Fund and Class of Shares noted above may be offered and sold only in
accordance with the terms and conditions set forth in the respective Fund's
prospectus and statement of additional information, as amended from time to
time. The Funds and the Distributor reserve the right to periodically close a
Fund to new purchases of shares or refuse/limit any purchase or exchange order
for any reason, including if the transaction is deemed not to be in the best
interests of the Fund and its shareholders or is deemed disruptive to the
management of the Fund. Consult the Funds' prospectuses for more information.
Service Fee Rates, as set forth above, are only available for certain qualified
and non-qualified defined contribution and defined benefit plan business and
certain funded health benefit business serviced by Company. Payments under 12b-1
shall be made to the broker dealer of record on the account, if such broker
dealer has a valid agreement with the Distributor. Class N shares do not pay
12b-1 fees or Service Fees.
SCHEDULE B
THE SERVICES
Services provided may include, but are not limited to, some or all of the
following:
(A) processing dividend and distribution payments from the Funds;
(B) providing periodic statements showing Plan or Participant positions in the
Shares or share equivalents;
(C) arranging for bank wires for purchases or redemptions by Plans or
Participants;
(D) responding to routine inquiries from authorized representatives of the
Plans (the "Plan Representatives") or Participants relating to services
performed by the Company;
(E) providing sub-accounting with respect to the Shares or the information
necessary for sub- accounting for Plans or Participants;
(F) if required by law, forwarding shareholder communications from the Funds
to Plans and Participants (such as proxies, shareholder reports, annual
and semi-annual financial statements and dividend, distribution and tax
notices);
(G) aggregating and processing purchase, exchange and redemption requests from
and placing net purchase, exchange and redemption orders for Plans and
Participants;
(H) providing a service that invests the assets of Plan or Participant
accounts in the Shares pursuant to specific or pre-authorized
instructions;
(I) establishing and maintaining accounts and records relating to transactions
in the Shares for Plans and Participants;
(J) assisting Natixis Distribution and/or the Funds in changing dividend or
distribution options, account designations and addresses; and
(K) other similar services if requested by Natixis Distribution.
SCHEDULE C
TRUST FUND/SERV
I. NSCC'S FUND/SERV SYSTEM
1. USE OF FUND/SERV. The Company and Natixis Distribution or its designated
agent are members of the National Securities Clearing Corporation ("NSCC") or
otherwise have access to the NSCC's Fund/SERV system ("Fund/SERV") and Fund/SERV
permits the transmission of Shareholder trade and registration data between the
Company and Natixis Distribution or Natixis Distribution' designated agent and
the Company desire to participate in Fund/SERV with each other.
2. NSCC NETWORKING. The Company and Natixis Distribution or its designated
agent are members of the NSCC and hereby acknowledge that each has executed the
Standard Networking Agreement ("Networking Agreement") as provided by the
Investment Company Institute and have filed it with the NSCC. Each party agrees
to participate in the NSCC Networking System with the other under the terms of
such Networking Agreement.
II. OBLIGATIONS OF NATIXIS DISTRIBUTION
1. TRANSACTIONS SUBJECT TO FUND/SERV. On each Business Day, Natixis
Distribution, through its designated agent, shall accept, and effect
Instructions from the Company electronically through Fund/SERV without
supporting documentation from the Client in accordance with the terms and
conditions set forth in Section IV, Subsection 4. On each Business Day, Natixis
Distribution, through its designated agent, shall accept for processing any
Instructions from the Company and shall process such Instructions in a timely
manner.
2. PERFORMANCE OF DUTIES. Natixis Distribution, through its designated agent,
shall perform any and all duties, functions, procedures and responsibilities
under this Agreement and as otherwise established by the NSCC. Natixis
Distribution, through its designated agent, shall maintain facilities, equipment
and skilled personnel sufficient to perform the foregoing activities and to
otherwise comply with the terms of this Agreement. Natixis Distribution, through
its designated agent, shall conduct each of the foregoing activities in a
competent manner and in compliance with (a) all applicable laws, rules and
regulations, including NSCC rules and procedures relating to Fund/SERV; (b) the
then current prospectuses and statements of additional information of the Funds;
and (c) any provision relating to Fund/SERV in any agreement between Natixis
Distribution, through its designated agent, and the Underwriter that would
affect Natixis Distribution', through its designated agent, duties and
obligations pursuant to this Agreement. Trust Agent shall be responsible for
acts and omissions of any agent to the same extent it is responsible for its own
acts and omissions hereunder.
3. ACCURACY OF INFORMATION, TRANSMISSIONS THROUGH, AND ACCESS TO FUND/SERV.
Confirmed trades and any other information provided by Natixis Distribution,
through its designated agent, to the Company through Fund/SERV and pursuant to
this Agreement shall be accurate, complete, and in the format prescribed by the
NSCC. Natixis Distribution, through its designated agent 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 Natixis Distribution,
through its designated agent,.
III. OBLIGATIONS OF THE COMPANY
1. TRANSACTIONS SUBJECT TO FUND/SERV. The Company certifies that all
Instructions delivered to Natixis Distribution, through its designated agent, on
any Business Day shall have been received by the Company from the Client by the
Close of Trading on such Business Day and that any Instructions received by it
after the Close of Trading on any given Business Day will be transmitted to
Natixis Distribution, through its designated agent, on the next Business Day.
The Company further certifies that all such Instructions received by it from a
Client by the Close of Trading on any Business Day will be delivered to Natixis
Distribution, through its designated agent, on such Business Day.
2. PERFORMANCE OF DUTIES. The Company shall perform any and all duties,
functions, procedures and responsibilities assigned to it under this Agreement
and as otherwise established by the NSCC. The Company shall maintain facilities,
equipment and skilled personnel sufficient to perform the foregoing activities
and to otherwise comply with the terms of this Agreement. The Company shall
conduct each of the forgoing activities in a competent manner and in compliance
with (a) all applicable laws, rules and regulations, including NSCC rules and
procedures relating to Fund/SERV, and; (b) the then current prospectuses and
statements of additional information of the Funds.
3. ACCURACY OF INFORMATION, TRANSMISSIONS THROUGH, AND ACCESS TO FUND/SERV.
Trade, registration, and if applicable, broker/dealer information provided by
the Company to Natixis Distribution, through its designated agent, through
Fund/SERV and pursuant to this Agreement shall be accurate, complete and, in the
format prescribed by the NSCC. All instructions by the Company regarding each
Fund/SERV Account shall be true and correct and will have been duly authorized
by the Client. The 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 the Company.
4. INFORMATION RELATING TO FUND/SERV TRANSACTIONS. For each Fund/SERV
transaction, including transactions establishing a Client Account with Natixis
Distribution, through its designated agent,, the Company shall provide the Funds
and Natixis Distribution, through its designated agent, with all information
necessary or appropriate to establish and maintain each Fund/SERV transaction
(and any subsequent changes to such information), which the Company hereby
certifies is and shall remain true and correct. The Company shall maintain
documents required by the Funds or by applicable law, rules or regulations to
effect Fund/SERV transactions.
5. AS-OF TRANSACTIONS. Processing errors which result from any delay or error
caused by the Company may be adjusted through Fund/SERV by the Company by the
necessary transactions on an as-of basis Upon the Company's request for an as-of
adjustment on a Client Account, the Company must provide to Natixis
Distribution, through its designated agent, (i) medallion signature guarantee,
(ii) letter of indemnification, (iii) explanation of adjustment and (iv)
representation that such adjusted Instruction has been received by the Company
from the Client by the Close of Trading on such applicable Business Day. Such
information may be transmitted to Natixis Distribution, through its designated
agent, via facsimile and Natixis Distribution, through its designated agent, may
in its sole discretion act upon the facsimile transmitted information. All costs
to the Fund or Natixis Distribution, through its designated agent, associated
with such adjustment transaction shall be borne by the Company, with payment
to be made to Natixis Distribution, through its designated agent, within thirty
(30) days following Natixis Distribution', through its designated agent, billing
request. In the case that such as-of adjustment results in a loss to the Fund,
the Company shall make payment to Natixis Distribution, through its designated
agent, within forty-eight (48) hours following receipt of a reclaim letter
requesting reimbursement of such loss to the Fund.
6. TRADE CONFIRMATION. Any information provided by Natixis Distribution,
through its designated agent, to the Company electronically through Fund/SERV
and pursuant to this Agreement, shall satisfy the delivery obligations as
outlined by SEC Rule 10b-10 and, as such, Natixis Distribution, through its
designated agent, has the informed consent of the Company to suppress the
delivery of this information using paper-media. The Company will promptly verify
accuracy of confirmations of transactions and records received by Natixis
Distribution, through its designated agent, through Fund/SERV.
7. SHAREHOLDER REPORTS AND OTHER DOCUMENTS; SOLICITATION OF PROXIES. The
Company shall timely deliver to each Client all reports and other documents
provided to it by the Funds or Natixis Distribution, through its designated
agent, as is required by applicable securities law and the Company's Agreement
with the Client, provided that the Company has timely received copies of such
reports and/or documents. Subject to receipt by the Fund or Natixis
Distribution, through its designated agent, of such supporting documentation as
it may reasonably request, Natixis Distribution, through its designated agent,
shall reimburse the Company for all reasonable out-of-pocket expenses incurred
by the Company in mailing all such reports and/or documents. The Fund or Natixis
Distribution, through its designated agent,, and the Company shall cooperate
with each other in the solicitation and voting of proxies on behalf of the Funds
according to the Company's responsibility under the terms of an agreement with
the Client or as required by state law or Federal Regulation.
IV. MISCELLANEOUS
1. OVERPAYMENTS. In the event any overpayment is made to the Company by
Natixis Distribution, through its designated agent, the Company shall promptly
repay such overpayment to Natixis Distribution, through its designated agent,
after the Company receives notice of such overpayment. In the event any
overpayment is made to Natixis Distribution, through its designated agent, by
the Company, Natixis Distribution, through its designated agent, shall promptly
repay such overpayment to the Company after Natixis Distribution, through its
designated agent, receives notice of such overpayment.
2. NO AGENCY OR SALE OF SECURITIES. Neither party shall be authorized to act
for or represent the other or in any way be deemed an agent or partner of the
other. The services contemplated by this Agreement do not constitute the sale of
securities between the parties.
3. INSURANCE. At all times the Company shall maintain insurance coverage that
is reasonable and customary in light of all its responsibilities hereunder. Such
coverage shall insure for losses resulting from the criminal acts or errors and
omissions of the Company's employees. At all times the Fund shall maintain
insurance coverage that is reasonable and customary in light of all its
responsibilities hereunder. Such coverage shall insure for losses resulting from
the criminal acts or errors and omissions of the Fund's employees.
4. STATEMENT OF OPERATING PROCEDURES TRUST PROCESSING. THE COMPANY WILL
DETERMINE THE ACCOUNT RELATIONSHIPS.
(a) EXAMPLE #1 - FUND ACCOUNT WITH TRUST RELATIONSHIP BUT NO B/D DEFINED (FUND
ACCEPTS TRADES AND GROSS SETTLEMENTS THROUGH FUND/SERV DIRECTLY FROM THE
COMPANY).
Registration: Trust Co. FBO Clearing/Settling Broker: The Company
Client of Company: Defined on Account
Trust Co. Address Agent for Firm (Executing Broker) None
(b) EXAMPLE #2 - FUND ACCOUNT WITH TRUST AND B/D RELATIONSHIP DEFINED (FUNDS
ACCEPT TRADES AND GROSS SETTLEMENTS THROUGH FUND/SERV DIRECTLY FROM THE
COMPANY. FUNDS ACCEPT TRADES AND NET SETTLEMENTS THROUGH FUND/SERV FROM
THE BROKER DEALER. FUND IS REQUIRED TO SEND ACTIVITY FILES TO THE
NON-SETTLING PARTY).
Registration: Trust Co. FBO Clearing/Settling Broker: The Company
Client of the Company: Defined on Account
Trust Co. Address Agent for Firm (Executing Broker) Defined on Account
SCHEDULE D
RULE 22C-2 POLICIES AND PROCEDURES
I. SHAREHOLDER INFORMATION.
1. AGREEMENT TO PROVIDE INFORMATION. Company agrees to provide to the Fund,
upon written request, the taxpayer identification number ("TIN"), the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII"), if known, of any or all Shareholder(s) of
the account and the amount, date, name or other identifier of any investment
professional(s) associated with the Shareholder(s) or account (if known), and
transaction type (purchase, redemption, transfer, or next change) of every
purchase, redemption, transfer, or exchange of Shares held through an account
maintained by Company during the period covered by the request.
2. 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 the Fund deems 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.
The Fund reserves the right to request the information set forth in Section I.
(1) for each trading day and Company agrees, if so directed by the Fund, to
provide the information.
3. FORM AND TIMING OF RESPONSE. Company agrees to provide, promptly upon
request of the Fund or its designee, the requested information specified in
Section I. (1). If requested by the Fund or its designee, Company agrees to use
best efforts to determine promptly whether any specific person about whom it has
received identification and transaction information specified in Section I. (1)
is itself a financial intermediary ("indirect intermediary") and, upon further
request of the Fund or its designee, promptly either (i) provide (or arrange to
have provided) the information set forth in Section I. (1) for those
shareholders who hold an account with an indirect intermediary or (ii) restrict
or prohibit the indirect intermediary from purchasing, in nominee name on behalf
of other persons, securities issued by the Fund. Company additionally 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.
4. LIMITATIONS ON USE OF INFORMATION. Fund agrees not to use the information
received for marketing or any other similar purpose without Company's prior
written consent.
5. 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 Shareholder 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.
6. FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading must
include the TIN, ITIN, 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 the Shareholder(s) or account(s) or other
agreed upon information to which the instruction relates.
7. TIMING OF RESPONSE. Company agrees to execute instructions as soon as
reasonably practicable, but not later than five (5) business days after receipt
of the instructions by Company.
8. 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.
9. DEFINITIONS. For purposes of this schedule:
(a) The term "Fund" includes the fund's principal underwriter and
transfer agent. The term does not include any "excepted funds" as defined in SEC
Rule 22c-2(b) under the Investment Company Act of 1940.*
(b) The term "Shares" means the interests of Shareholders 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 "Shareholder" means the beneficial owner of Shares,
whether the Shares are held directly or by Company in nominee name.
(d) Note that the term "Shareholder" may have alternative meanings as
follows: (1) for Retirement Plan Recordkeepers the term "Shareholder" means the
Plan participant notwithstanding that the Plan may be deemed to be the
beneficial owner of Shares and (2) for Insurance Companies the term
"Shareholder" means the holder of interests in a variable annuity or variable
life insurance contract issued by an Company.
(e) The term "written" includes electronic writings and facsimile
transmissions.
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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.
