DEALER SALES AND SERVICES AGREEMENT
Between and
XXXXXXX XXXXX & COMPANY, L.L.C. AMERICAN UNITED LIFE INSURANCE COMPANY, INC.
Distributor of Xxxxxxx Xxxxx Funds One American Square
150 North Riverside - Suite 3500 X.X. Xxx 000
Xxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
(address for notice purposes)
and
ONEAMERICA SECURITIES, INC.,
XxxXxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xx 00000
Attn: Xxxxxxx Xxxxxxxxx
(address for notice purposes)
As principal underwriter and distributor, we invite American United Life
Insurance Company, Inc. and OneAmerica Securities, Inc. to enter into this
Dealer Sales and Services Agreement (this "Agreement"), as of January 7, 2019
and become one of the Dealer and Services intermediaries (such intermediaries,
the "Dealer and Services Group") with respect to the distribution of various
classes of shares of each series of the Xxxxxxx Xxxxx Funds (each, a "Fund").
As exclusive agent of the Funds, we offer to make available to you shares of the
Funds ("Shares") on the following terms:
A. OFFERING PRICE AND FEES.
1. Orders received from you will be accepted by us only at the public
offering price applicable to each order, as established by the Prospectus (as
defined below) for each Fund, subject to the discount, commission or other
concession, if any, as provided in such Prospectuses. All orders are subject to
acceptance or rejection by us in our sole discretion.
2. You may offer and sell Shares to your customers only at the public
offering price determined in the manner described in the applicable
Prospectuses. The public offering price is the net asset value per Share. As
compensation for providing distribution and shareholder services pursuant to
this Agreement, you shall receive a shareholder services fee as provided on
Schedule A to this Agreement. Our liability to you with respect to payment of
any fees are
limited to the proceeds received by us from the Funds for your services, and you
waive any right you may have to payment of any fee until we are in receipt of
the proceeds from the Funds that are attributable to your services.
3. In addition to the shareholder services fee allowed pursuant to the
foregoing provisions of this Section A, we may, at our expense, provide
additional promotional incentives or payments to dealers. All dealer discounts,
promotional incentives, payments and concessions will be made by us in
accordance with the Financial Industry Regulatory Authority ("FINRA") guidelines
and rules. You expressly agree that no party has agreed to compensate you in
contravention of Rule 12b-l(h), which prohibits the use of brokerage commissions
to finance the distribution of Fund shares.
B. MANNER OF OFFERING, SELLING AND PURCHASING SHARES.
4. By accepting this Agreement, you agree that:
(a) You will purchase Fund Shares only from Xxxxxxx Xxxxx & Company,
L.L.C.
(b) You will purchase Shares from us only to cover purchase orders
already received from your customers, or for your own bona fide investments;
(c) You will not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholding;
(d) You will offer and sell Shares only in accordance with the terms
and conditions of the current Prospectus of the applicable Fund; and
(e) You will deliver a copy of the current Prospectus of the Fund in
accordance with all applicable laws and regulations to each customer to whom a
sale of Shares is made.
5. We will not accept from you any conditional orders for Shares.
6. Share purchases may be settled by payment of the full purchase
price.
7. It shall be your obligation either: (i) to provide us with all
necessary information regarding the application of the appropriate initial sales
load to each transaction or (ii) to assess the appropriate initial sales load
for each transaction and to forward the public offering price, net of the amount
of the initial sales load to be reallocated to you, to the appropriate Fund.
Neither we nor the Funds shall have any responsibility to correct the payment or
assessment of an incorrect initial sales load due to your failure to fulfill the
foregoing obligation.
8. If any Shares confirmed to you under the terms of this Agreement are
repurchased by the issuing Fund or by us as agent for the Fund, or are tendered
for repurchase, within seven business days after the date of our confirmation of
the original purchase order, you shall
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forthwith refund to us the full discount, commission, shareholder servicing fee,
finder's fee or other concession, if any, allowed or paid to you on such Shares.
9. Payment in good funds for Shares ordered from us must be received by
the Fund's transfer agent within three business days after our acceptance of
your order (or such shorter time period as may be required by applicable
regulations). If such payment is not received, we reserve the right, without
notice, forthwith to cancel the sale or, at our option, to sell the Shares
ordered back to the Fund, in which case we may hold you responsible for any
loss, including loss of profit suffered by us or the underlying
customer/shareholder as a result of your failure to make such payment.
10. No person is authorized to make any representations concerning
Shares of any Fund except those contained in the Prospectuses of the Funds and
in printed information subsequently issued by the Funds or by us as information
supplemental to such Prospectuses. If you wish to use your own advertising or
sales literature (collectively referred to as "Advertisements") with respect to
a Fund, all such Advertisements must be approved by us or by the Fund prior to
use. You shall be responsible for any required filing with the FINRA of such
Advertisements.
C. COMPLIANCE WITH LAW.
11. Your acceptance of this Agreement constitutes a representation (i)
that you are a registered securities dealer with the U.S. Securities and
Exchange Commission ("SEC") and a member in good standing of the FINRA, that
your customers' accounts are insured by the Securities Investors Protection
Corporation ("SIPC") and that you agree to comply with all state and Federal
laws, rules and regulations applicable to transactions hereunder and to the
Conduct Rules of the FINRA. You will notify us immediately in the event of (i)
the termination of your coverage by the SIPC; (ii) your expulsion or suspension
from the FINRA or any stock exchange of which you are a member; or (iii) any
finding that you have violated any applicable federal or state law, rule or
regulation arising out of your activities as a broker-dealer or in connection
with this Agreement, or which may otherwise affect in any material way your
ability to act in accordance with the terms of this Agreement. You likewise
agree that you will not offer to sell Shares of any Fund in any state or other
jurisdiction in which they may not lawfully be offered for sale or in which you
are not qualified as a broker-dealer.
12. Indemnification.
(a) You shall indemnify and hold harmless us, each Fund, the
transfer agents of the Funds, and our respective subsidiaries, affiliates,
officers, directors, trustees, principals, agents and employees from all direct
or indirect liabilities, losses or costs (including attorneys' fees) arising
from, related to or otherwise connected with: (1) your breach of any provision
of this Agreement; or (2) any actions or omissions of us, any Fund, the transfer
agents of the Funds, and our subsidiaries, affiliates, officers, directors,
trustees, principals, agents and employees in reliance upon any oral, written,
computer or electronically transmitted instructions believed (A) to be genuine
and (B) to have been given by you or on your behalf.
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(b) We shall indemnify and hold harmless you and your subsidiaries,
affiliates, officers, directors, agents and employees from and against any and
all direct or indirect liabilities, losses or costs (including attorneys' fees)
arising from, related to or otherwise connected with: (1) any breach by us of
any provision of this Agreement; or (2) any alleged untrue statement of a
material fact contained in any Fund's Registration Statement or Prospectus, or
as a result of or based upon any alleged omission to state a material fact
required to be stated therein or necessary to make the statements contained
therein not misleading; or (3) any actions or omissions by you, your
subsidiaries, affiliates, officers, directors, agents and employees in reliance
upon any oral, written, computer or electronically transmitted instructions
believed (A) to be genuine and (B) to have been given by us or on our behalf.
(c) The provisions of this Paragraph 12 shall survive the
termination of this Agreement.
D. RELATIONSHIP WITH CUSTOMERS.
13. In all sales of these Shares to the public you shall act as dealer
for your own account, and in no transaction shall you have any authority to act
as agent for the issuer, for us, or for any other member of the Dealer and
Services Group.
E. REQUIRED SERVICES.
14. In return for the shareholder services/distribution fee, if any, to
be paid to you as described in the then-applicable Prospectus and this
Agreement, you and your representatives agree to assist us in providing services
to shareholders of the Xxxxxxx Xxxxx Funds, including, but not limited to the
following:
- assist in establishing and maintaining shareholder accounts and
records;
- assist in processing purchase and redemption transactions;
- assist shareholders in affecting administrative changes, such as
changing dividend options, account designations, address, or
automatic investment programs;
- answer routine inquiries regarding the Funds;
- assist in distributing sales and service literature provided by us
to the beneficial owners of accounts registered in your name (street
name accounts); and
- provide any other information or services as the Shareholder or we
may reasonably request.
F. COMMUNICATION AND RECORDS.
15. For the purpose of determining the level of 12b-1 distribution fee
and shareholder administration fee, if any, payable to you under the terms of
the then-applicable Prospectus, you will provide the following information and
agree we will be entitled to rely on the accuracy of such information in
updating our records. You understand that such payments will be based solely on
the records of the Xxxxxxx Xxxxx Funds.
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(a) For each Xxxxxxx Xxxxx Fund account registered in the name of
one of your customers, you will advise us, preferably by electronic means,
before the end of the second month in each calendar quarter, of the Xxxxxxx
Xxxxx Fund account number and the registered representative's identification,
social security and branch number.
(b) For each Xxxxxxx Xxxxx Fund account registered in your name
(street name accounts), you will use your best efforts to advise us, preferably
by electronic means, before the end of the second month in each calendar
quarter, of the Xxxxxxx Xxxxx Fund account number, net asset value of the
account, date of valuation, and, for each registered representative assigned to
assets in the account, the representative's identification number, social
security number, branch number and the net asset value of assigned assets in the
account. If account is a 401(k) plan, you shall provide us the number of
underlying participants' accounts.
You shall provide the Funds and us on a timely basis with such information
as may be required to complete various regulatory forms, and such other
information as may reasonably be requested by us. Specifically, you agree to
obtain any taxpayer identification number certification from your customers
required under Section 3406 of the U.S. Internal Revenue Code of 1986, as
amended, and any applicable U.S. Treasury regulations, and to provide us or our
designee with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation of any
required backup withholding.
G. OBLIGATIONS PURSUANT TO RULE 22C-2.
16. SHAREHOLDER INFORMATION.
(a) AGREEMENT TO PROVIDE INFORMATION. You agree to provide us, 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 Fund
Shareholder(s) in accounts registered in your name and the amount, date, name
or other identifier of any investment professional(s) associated with the
Shareholders or account (if known), and transaction type (purchase, redemption,
transfer or exchange) of every purchase, redemption, transfer or exchange of
Fund Shares held through an account maintained by you during the period covered
by the request.
(i) 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. We may request
transaction information older than ninety (90) days from the date of
the request as it deems necessary to investigate compliance with
policies established by the Funds for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued
by the Funds.
(ii) FORM AND TIMING OF RESPONSE. (A) You agree to provide, promptly
upon request of us or our designee, the requested information
specified in Paragraph 16(a). If requested by us or our designee,
you agree to use best efforts to
5
determine promptly whether any specific person about whom you have
received the identification and transaction information specified in
Paragraph 16(a) is itself a financial intermediary ("indirect
intermediary") and, upon further request of us or our designee,
promptly either (x) provide (or arrange to have provided) the
information set forth in Paragraph 16(a) for those shareholders who
hold an account with an indirect intermediary or (y) restrict or
prohibit the indirect intermediary from purchasing, in nominee name
on behalf of other persons, securities issued by us. You
additionally agree to inform us whether you plan to perform (x) or
(y); (B) responses required by this paragraph must be communicated
in writing and in a format mutually agreed upon by the parties; and
(C) to the extent practicable, the format for any transaction
information provided to us should be consistent with the NSCC
Standardized Data Reporting Format. (iii) LIMITATIONS ON USE OF
INFORMATION. We agree not to use the information received for
marketing or any other similar purpose without your prior written
consent.
(b) AGREEMENT TO RESTRICT TRADING. You agree to execute written
instructions from us to restrict or prohibit further purchases or exchanges of
Fund Shares by a Shareholder that has been identified by us as having engaged in
transactions of a Fund's Shares (directly or indirectly through your account)
that violate policies established or utilized by such Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding Fund Shares
issued by such Fund.
(i) FORM OF INSTRUCTIONS. Instructions to restrict or prohibit
trading 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 the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
(ii) TIMING OF RESPONSE. You agree to execute instructions from us
to restrict or prohibit trading as soon as reasonably practicable,
but not later than five business days after receipt of the
instructions by you.
(iii) CONFIRMATION BY TRUST ENTITY. You must provide written
confirmation to us that instructions from us to restrict or prohibit
trading have been executed. You agree to provide confirmation as
soon as reasonably practicable, but not later than ten business days
after the instructions have been executed.
17. APPLICABILITY TO AFFILIATES. You acknowledge and agree that you have
identified and/or will identify to us all persons affiliated with you and known
to you who meet the definition of "financial intermediary" as defined by Rule
22c-2 of the 1940 Act. In the event that any such person is not so identified,
such person shall be deemed to be subject to the terms and conditions of this
Agreement until such person has entered into a separate agreement with us.
18. DEFINITIONS. As used in this Agreement, the following terms have the
following meaning for purposes of this paragraph:
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(a) The term "Fund Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by one
or more Funds that are held by you.
(b) The term "Shareholder" means the beneficial owner of Fund
Shares, whether the Fund Shares are held directly or by you in
nominee name. With respect to retirement and other types of employee
benefit plans (each, a "Plan"), the term "Shareholder" means the
Plan participant notwithstanding that the Plan may be deemed to be
the beneficial owner of Fund Shares. With respect to insurance
companies, the term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract issued by you.
(c) The term "written" includes electronic writings and facsimile
transmissions.
(d) The term "purchase" does not include the automatic reinvestment
of dividends.
(e) The term "promptly" as used in Paragraph 16(a)(ii) shall mean as
soon as practicable but in no event later than ninety (90) business
days from your receipt of the request for information from the us or
our designee.
19. AMENDMENTS. We may unilaterally modify the terms of this Section G
at any time by written notice to you to comport with the requirements of
applicable law, any amendments to Rule 22c-2 and any interpretation by the staff
of the SEC. The first order placed by you subsequent to the giving of such
notice shall be deemed acceptance by you of the modification described in such
notice.
20. THIRD-PARTY BENEFICIARIES. As required by Rule 22c-2, we are
entering into this Agreement on behalf the Funds. The Funds shall have the right
to enforce all terms of the provisions this Agreement against any and all
parties hereto and/or otherwise involved in the activities contemplated herein.
H. TERMINATION AND AMENDMENT.
21. We reserve the right, in our discretion, without notice, to suspend
sales or withdraw the offering of Shares entirely. Either party hereto may
terminate this Agreement, without cause, upon ten (10) days' written notice to
the other party. We may terminate this Agreement for cause upon the violation by
you of any of the provisions hereof, such termination to become effective on the
date such notice of termination is mailed to you. This Agreement shall terminate
automatically if either party ceases to be a member of the FINRA. We may
terminate the Agreement by written notice immediately upon your suspension from
the FINRA or any stock exchange of which you are a member for violation of any
applicable federal or state law, rule or regulation. Also, the sales charges,
discounts, commissions or other concessions and service fees of any kind
provided for hereunder are subject to change at any time by the Funds and us.
7
22. The provisions of this Agreement that pertain to the payment of
shareholder service fees and distribution fees under Rule 12b-l shall remain in
effect only so long as such continuance is specifically approved at least
annually by the Trustees of each of the Funds in conformity with Rule 12b-l
under the Investment Company Act of 1940 (the "1940 Act"). This Agreement shall
automatically terminate in the event of its assignment (as defined by the 1940
Act). In addition, this Agreement may be terminated at any time, without the
payment of any penalty, by either party upon written notice to the other party,
or, as provided in Rule 12b-1 under the 1940 Act, by the Trustees of any Fund or
by the vote of the holders of the outstanding voting securities of any Fund.
23. In addition to amendments made pursuant to Paragraph 19 of this
Agreement, this Agreement also may be amended by us from time to time by the
following procedure. We will mail a copy of the amendment to your address, as
shown above. If you do not object to the amendment within thirty (30) days after
its receipt, the amendment will become part of the Agreement. Your objection
must be in writing and be received by us within such thirty days.
I. ANTI-MONEY LAUNDERING, PRIVACY AND CONFIDENTIALITY
24. You represent and warrant that you are currently in compliance, and
will remain in compliance, with all applicable anti-money laundering laws,
regulations and requirements. In addition, you represent and warrant that you
have adopted and implemented policies and procedures reasonably designed to
achieve compliance with the applicable requirements administered by the Office
of Foreign Assets Control of the U.S. Department of the Treasury.
25. The parties hereto acknowledge that any nonpublic personal
information of customers, as said terms are defined by applicable law or
regulation promulgated under Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999, as
amended (the "GLB Act"), will be disclosed or utilized solely to carry out the
terms of this Agreement or pursuant to an exception contained in any applicable
law or regulation promulgated under the GLB Act. You represent and warrant that
you are currently in compliance, and will remain in compliance, with all
applicable laws, rules and regulations relating to consumer privacy including,
but not limited to, Regulation S-P.
26. Each party acknowledges and agrees that any and all technical or
business information, including without limitation financial information,
business and marketing strategies and plans, that is disclosed to the other
party or is otherwise obtained by such party or its affiliates or agents during
the term of this Agreement (the "Proprietary Information") constitutes the
valuable property of the other party. Each party agrees that should it come into
possession of Proprietary Information of the other party, it will use its best
efforts to hold such information in confidence and shall refrain from using,
disclosing or distributing any such information except (i) as may be necessary
in the ordinary course of performing the services and transactions contemplated
by this Agreement; (ii) with the written consent of the other party; or (iii) as
required by law or judicial process. Proprietary Information shall not include
information that a party to this Agreement can clearly establish was (i) known
to it prior to the date of this Agreement; (ii) rightfully acquired by it from a
third party whom it reasonably believes was not under an obligation of
confidentiality to the other party to this Agreement; (iii) placed in public
domain without its fault or the fault of its affiliates; or (iv) independently
developed by the party
8
without reference or reliance upon Proprietary Information. The provisions of
this section shall survive termination of this Agreement.
J. NOTICES AND GOVERNING LAW.
27. All communications to us should be sent to the address in the
heading above. Any notice to you shall be duly given if sent by postage prepaid,
registered, or certified United States first class mail, return receipt
requested, by courier services or by facsimile or similar electronic means of
delivery (with a confirming copy by mail as provided herein) to you at the
address specified by you in the heading above for American United Life Insurance
Company to the attention of Xxxxx Xxxxx.
28. This Agreement shall be construed in accordance with the laws of
Delaware. This Agreement is subject to the Prospectuses of the Funds from time
to time in effect, and, in the event of a conflict, the terms of the
Prospectuses shall control. References herein to the "Prospectuses" of the Funds
shall mean the prospectuses and statement of additional information of such Fund
as from time to time in effect. Any changes, modifications or additions
reflected in any such Prospectuses shall be effective on the date of such
Prospectuses (or supplement thereto) unless specified otherwise.
29. This Agreement shall be in substitution of any prior dealer and
services group agreement between you and us regarding these Shares.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
9
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
Xxxxxxx Xxxxx & Company, L.L.C.
By: /s/ Xxxxxx Xxxx
---------------------------------
Authorized Signature
Title: Partner
-------------------------------
We have read the foregoing Agreement and accept and agree to the terms and
conditions thereof.
Firm: American United Life Insurance
Company, Inc.
By: /s/ Xxxxx Xxxxx
---------------------------------
Authorized Signature
Title: Assistant Vice President
-------------------------------
Firm: OneAmerica Securities Inc.
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Authorized Signature
Title: President
-------------------------------
Film Operations Contact: Xxxxxxx Xxxxx Operations Contact:
Name: Name: Xxxxxxx Xxxxxxxxx
--------------------------------
Phone: Phone: 000-000-0000
-------------------------------
Fax: Fax: 000-000-0000
---------------------------------
E-Mail: E-Mail: xxxxxxxxxx@xxxxxxxxxxxx.xxx
------------------------------
(Please return to Xxxxxxx Xxxxx & Company, L.L.C.,
Attention: Xxxxxxx Xxxxx Funds, 000 Xxxxx Xxxxxxxxx - Xxxxx 0000, Xxxxxxx, XX
60606)
Schedule A
Fees
American United Life Insurance Company, Inc. ("AUL") shall receive a service
fee (the "Service Fee") in accordance with the terms of Section A.2. of this
Agreement at the annual rate of 0.25% of assets invested by OneAmerica's clients
in Class I and Class N shares of each Fund pursuant to this Agreement. The
Service Fee shall be paid to AUL for the provision of the services as set forth
in this Agreement.
In addition, OneAmerica Securities, Inc. shall also receive:
(i) for equity, multi-asset and alternatives Funds, a Rule 12b-1 fee at the
annual rate of 0.25% of assets invested by OneAmerica's clients in Class N
shares of each such Fund pursuant to this Agreement; and
(ii) for fixed income Funds, a Rule l2b-l fee at the annual rate of O.15% of
assets invested by OneAmerica's clients in Class N shares of each such
Fund pursuant to this Agreement.
American United Life Insurance Company, Inc. and/or OneAmerica Securities, Inc.
shall provide Xxxxxxx Xxxxx & Company, L.L.C. with an invoice within 30 days
after the end of each quarter, which shall be calculated quarterly, based upon
the average assets invested by the shareholders in the Class N and Class I
shares of Funds at the end of each quarter.
For the avoidance of doubt, (a) no Service Fee or 12b-1 fees shall be paid to
OneAmerica Securities, Inc. with respect to any investments in Institutional
Class (Class J) shares of the Funds, (b) the Institutional International Growth
Fund or (c) the Institutional International Developed Plus Fund.
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SUPPLEMENTAL NETWORKING AGREEMENT
Between and
XXXXXXX XXXXX & COMPANY, L.L.C. AMERICAN UNITED LIFE INSURANCE
Distributor of Xxxxxxx Xxxxx Funds COMPANY, Inc.
000 Xxxxx Xxxxxxxxx - Suite 0000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
(address for notice purposes)
and
ONEAMERICA SECURITIES, Inc.,
XxxXxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xx 00000
Attn: Xxxxxxx Xxxxxxxxx
(address for notice purposes)
Both you and we have executed a Networking Agreement which is on file
with the National Securities Clearing Corporation ("NSCC") and which permits the
transmission of shareholder data between us pursuant to various matrix levels,
conditions and provisions. The Networking Agreement provides that it shall be
binding upon entities that have entered into a supplemental agreement, which may
contain additional provisions, with respect to Networking. Therefore, we offer
to enter into this Supplemental Networking Agreement with you with regard to
accounts you wish to establish through NSCC Networking with the Xxxxxxx Xxxxx
Funds (the "Funds") on the following terms:
1. We both agree to be bound by the terms of the Networking Agreement.
2. You agree to provide to us the following information for each
shareholder account which you open or maintain under the Networking Agreement:
a. the name (formatted as required by the U.S. Internal Revenue Service
for Information processing) and the address of the client(s) registered in
accordance with Stock Transfer Association guidelines;
b. the taxpayer identification number and backup or penalty withholding
status;
c. the state or country code (if different from the address of record);
d. if the shareholder is a nonresident alien, the applicable
withholding tax rate (if any), or if no withholding applies, a written
explanation regarding why the account is exempt.
3. With regard to all of your clients who are to be placed in or
transferred to accounts in Matrix Levels pursuant to your instructions, you
represent and warrant:
a. that you have received prior consent from each such client for such
arrangement and that, in obtaining such consent, you have informed your clients
of all material facts relating to that arrangement; and
b. that all of your instructions, communications and actions regarding
such accounts, including, without limitation, all transfers instructed by you,
will be rightful and will have been duly authorized by your client.
4. You shall provide cross-reference data between your internal client
account numbers and the Funds' shareholder account number. The Funds will
physically maintain the cross-reference file, once it is established. You shall
be responsible for the accuracy of the cross-reference files as established, for
providing updated information, and for the accuracy of any information or
instructions given to us or the Funds regarding the cross-reference files. The
Funds shall be responsible for maintaining the file and for processing such
information as provided and executing such instructions as you may provide. We
will not be responsible for any changes until a reasonable period of time after
receipt of information and requests from you.
5. You shall be responsible for obtaining all information necessary to
ensure that all accounts of your customers are established and maintained in
compliance with applicable tax laws, rules, and regulations and, with respect to
Networking accounts subject to Matrix Level I (Self-directed IRAs) and Matrix
Level III, for all tax reporting.
6. No Share certificates will be issued with respect to Networking
accounts.
7. Under Matrix Level III, you will be responsible for mailing all Fund
financial reports and proxy materials.
8. You agree to provide to us an updated list of branch offices and
registered representative information as we may reasonably request. We agree to
maintain this information on a confidential basis.
9. This Agreement and the Networking Agreement shall be governed by, and
construed in accordance with, the laws of the State of Illinois. This Agreement,
which may be terminated by either party upon notice to he other party,
commencing from the date of receipt of such notice, may not be assigned by
either party except to a successor or affiliated without the prior written
consent of the other party.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
2
10. This Agreement shall be in substitution of any prior Networking
Agreement between you and us regarding these Funds.
Xxxxxxx Xxxxx & Company, L.L.C.
By: /s/ Xxxxxx Xxxx
-------------------------------
Authorized Signature
Title: Partner
-------------------------------
Date: 2/8/19
-------------------------------
We have read the foregoing Agreement and accept and agree to the terms and
conditions thereof.
Firm: American United Life Insurance
Company, Inc.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Authorized Signature
Title: Assistant Vice President
-------------------------------
Date: 2/7/19
-------------------------------
Firm: OneAmerica Securities, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Authorized Signature
Title: President
-------------------------------
Date: 2/7/19
-------------------------------
ADDRESS FOR NOTICES: OPERATIONS CONTACT:
American United Life Insurance Co. Name: Xxxx Xxxxxxx
--------------------------------------- --------------------------------
1101C Phone: 000-000-0000
--------------------------------------- -------------------------------
XxxXxxxxxxx Xxxxxx X.X. Xxx 000 Fax: 000-000-0000
--------------------------------------- --------------------------------
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Xxxxxxxxxxxx, XX 00000-0000 E-mail: x.xxx.xxxxxxx.xxxxxxxxxxxx@xxxxxxxxxx.xxx
----------------------------- -----------------------------------------
(Please return to Xxxxxxx Xxxxx & Company, L.L.C., Attention: Xxxxxxx Xxxxx
Funds, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000.)
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