OneAmerica Funds, Inc. One American Square, Indianapolis, Indiana 46282 DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
OneAmerica
Funds, Inc.
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Name:
OneAmerica Securities, Inc.
Address: ▇▇▇
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Ladies
and Gentlemen:
OneAmerica
Funds, Inc. (the "Fund") is an open-end management investment company organized
as a Maryland corporation and registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940, as amended
(the "1940 Act"). On behalf of each
of the portfolios of the Fund identified in Schedule A, as
amended from time to time ("Portfolios"), the board
of directors of
the OneAmerica Funds, Inc. ("Directors") have adopted a
Distribution and Service Plan pursuant
to Rule 12b-1 under the 1940 Act (the
"Plan") that, among other things, authorizes the
Fund to enter into this
Agreement with you (the "Authorized Firm"), concerning the provision of
activities and services set forth in Section
2 (collectively, "Services") to your contract
owners or other permissible purchasers ("Customers") who may from
time to time be investors, or prospective investors, in the Advisor Class
shares
(the
"Shares") of a Portfolio. The terms and conditions of this Agreement are as
follows:
1.
REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1. Reference
is made to the "Advisor Class Prospectus" of
the Fund as from time to time
is effective under the Securities Act
of 1933 (the "1933 Act"). Terms defined therein and not
otherwise defined herein are used herein with the meaning so
defined.
1.2.
For purposes of determining the fees payable to you under
Section 3, the average daily net asset value of
a Portfolio's Shares will be computed in the manner
specified in the Fund's Advisor Class registration statement (as the
same is in effect from time to time) in connection with
the computation of the net asset value of
such Portfolio's Shares for purposes of purchases and
redemptions.
2.
SERVICES OF AUTHORIZED FIRM.
2.1.
The Authorized Firm is
hereby authorized and may from time to time
undertake to perform, or arrange for
the performance of, some or all of the following
non-exclusive list of Services:
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the provision of personal and continuing services to beneficial owners of Fund
Shares;
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receiving, aggregating and processing purchase, exchange and redemption orders
of beneficial owners;
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answering questions and handling correspondence from beneficial owners about
their accounts;
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maintaining account records and providing beneficial owners with account
statements;
-
processing dividend payments for Shares held beneficially;
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providing sub-accounting services for Shares held beneficially;
-
issuing reports and transaction confirmations to beneficial owners;
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forwarding shareholder communications to beneficial owners of
Shares;
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receiving, tabulating and transmitting proxies executed by beneficial owners of
Shares;
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general account administration activities;
- advertising, preparation of
sales literature and other promotional
materials, and related printing
and distribution expenses with respect to a
Portfolio;
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paying employees or agents of
the distributor of the Shares, other
securities broker-dealers and
financial intermediaries, sales personnel, or
"associated persons" of the Fund who engage in
or support the provision of services
to investors and/or distribution of
the Shares, including salary, commissions, telephone,
travel and related overhead expenses;
-
incurring expenses of training sales personnel regarding the
Portfolios;
-
preparing, printing and distributing the Fund's Advisor Class Prospectus,
statements of additional information, supplements thereto, and reports
to prospective investors;
-
organizing and conducting sales seminars and meetings designed to promote the
sale of Fund Shares;
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paying fees to one or more Authorized Firms in
respect of the average daily value of
Shares beneficially owned by investors for whom
the Authorized Firm is the dealer of record or
holder of record, or beneficially owned
by shareholders with whom the Authorized Firm has a servicing
relationship;
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incurring expenses in obtaining information and providing explanations to
variable contract owners and wholesale and
retail distributors of contracts regarding Fund
investment objectives and policies and
other information about the Fund, including the
performance of the Fund;
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incurring expenses in personal services and/or maintenance of variable contract
accounts with respect to Shares attributable to such accounts;
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incurring costs and expenses
in implementing and operating the
Plan, including capital or other expenses of
associated equipment, rent, salaries, bonuses,
interest, and other overhead or financing charges; and
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such other similar activities and services as determined
by the Board from time to time.
2.2. The Authorized Firm may receive compensation pursuant to this
Agreement for making the Fund available to its Customers as funding vehicles for
their variable insurance contracts, and/or compensation
for services performed and expenses incurred by
Authorized Firm or its affiliates in connection with the
sale of Fund Shares.
2.3.
The Authorized Firm
will provide such office space and equipment,
telephone facilities, and personnel (which may
be any part of the space,
equipment, and facilities currently used in the Authorized Firm's
business, or any personnel employed by the Authorized Firm) as may be
reasonably necessary or beneficial in order to provide such
Services.
2.4.
The procedures relating to the handling of orders shall be subject to
instructions which the Fund shall forward from time to time to the Authorized
Firm. All purchase orders for a Portfolio's Shares are subject to
acceptance or rejection by the Fund in
its sole discretion, and the Fund may, in
its discretion and without notice, suspend or
withdraw the sale of a Portfolio's Shares, including the sale of such
Shares to the Authorized Firm for the account of any Customer or
Customers, unless otherwise agreed to by the parties to this
Agreement.
2.5.
In no transaction shall the Authorized Firm act as dealer for its own
account; the Authorized Firm shall
act solely for, upon
the specific or pre-authorized instructions of,
and for the account of, its Customers. For all
purposes of this Agreement, the Authorized Firm will
be deemed to be an independent contractor, and
will have no authority to act as agent for the Fund or any dealer of
the Shares in any matter or in
any respect. No person is authorized to make
any representations concerning the Fund or Portfolio
Shares except those representations contained in the Fund's
then-current Advisor Class
Prospectus and Statement of Additional Information and in such printed
information as the Fund may subsequently prepare, unless otherwise
agreed to by
the
parties to this Agreement.
2.6.
The Authorized Firm and its employees will, upon request, be available
during normal business hours to consult with the Fund or
its designees concerning the performance of the Authorized
Firm's responsibilities under this Agreement. The
Authorized Firm will provide to the Fund's Directors (or assist in
the provision of), and the Fund's Directors will review at least quarterly, a
written report of the amounts so
expended and describe the purposes for which the
expenditures are made.
In
addition, the Authorized Firm will furnish to the Fund or its
designees such information as the Fund or its designees may reasonably request
(including, without limitation, periodic certifications confirming the rendering
of Services
as described herein), and will otherwise cooperate with the
Fund and its designees (including, without limitation, any auditors
designated by the Fund), in the preparation of reports to the Fund's
Directors concerning this Agreement and the monies
paid, reimbursed, payable, or reimbursable pursuant
hereto, the Services provided hereunder and
related expenses, and any other reports or
filings that may be required by law.
3.
FEES.
3.1.
In consideration of the costs and expenses of furnishing
the Services and facilities provided by the
Authorized Firm hereunder, and subject to the
limitations of applicable law
and regulations, the Authorized Firm
will be compensated and/or reimbursed
(as applicable) at an annual rate of up to, but not more than, 0.30%
of the average daily net assets attributable to the Shares
of each Portfolio which are attributable to
or held in the name of the
Authorized Firm for its Customers. The fee will
not be paid to the Authorized Firm with respect to Shares of a Portfolio that
are redeemed or repurchased by the Portfolio within seven (7) business days of
receipt of confirmation of such sale.
3.2. The
fee rate with respect to
any Portfolio may be prospectively
increased or decreased by the Fund, in its
sole discretion, at any time upon notice to the Authorized
Firm.
4.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1. By written acceptance of this Agreement, the Authorized Firm
represents, warrants, and agrees that, to the
extent required by law: (i) the
Authorized Firm has all necessary qualifications, authorizations and/or
registrations relating to the Authorized Firm's participation in this
Agreement and
the transactions contemplated hereby or
relating to any activities of any persons or entities affiliated with
the Authorized Firm performed in connection with
the discharge of
its responsibilities under this Agreement; (ii)
the Authorized Firm will provide to Customers a
schedule of the services it will
perform pursuant to this Agreement and
a schedule of
any fees that the Authorized Firm
may charge directly to Customers for services
it performs in connection with investments in the Fund on the
Customer's behalf; and (iii) any and
all compensation payable to the Authorized Firm by
Customers in connection with the investment of
their assets in the Fund will
be disclosed by the Authorized Firm to
Customers and will be authorized by Customers and will not
result in an excessive fee to the Authorized Firm.
4.2.
The Authorized Firm agrees to comply with all requirements applicable
to it by reason of all applicable laws, including federal
and state securities laws, the rules and regulations of the SEC,
including, without limitation, all
applicable requirements of the 1933 Act, the
Securities Exchange Act of 1934, and
the Investment Advisers Act of 1940. The Fund
has informed the Authorized Firm of the states or other jurisdictions in which
the Fund believes the Shares of the Portfolios are qualified for
sale. The Authorized Firm agrees that it will not purchase a
Portfolio’s Shares on behalf of a Customer's account in any jurisdiction in
which such Shares are not qualified for sale. The Authorized Firm
further agrees that it will maintain all records required by applicable law or
otherwise reasonably requested by the Fund relating to services provided by it
pursuant to the terms of this Agreement.
4.3.
The Authorized Firm agrees that under no circumstances shall the Fund be liable
to the Authorized Firm or any other person under this Agreement as a result of
any action by the SEC affecting the operation or continuation of the
Plan.
5.
EXCULPATION; INDEMNIFICATION.
5.1.
The Fund shall not be liable to the Authorized Firm and the Authorized Firm
shall not be liable to the Fund except for acts
or failures to act which constitute lack of
good faith or negligence and
for obligations expressly assumed by
either party hereunder. Nothing contained in
this Agreement is
intended to operate as
a waiver by the Fund or by
the Authorized Firm of compliance with any applicable law,
rule, or regulation.
5.2.
The Authorized Firm will indemnify the Fund and hold it harmless from
any claims or assertions relating to the lawfulness of
the Authorized Firm's participation in
this Agreement and
the transactions contemplated hereby or
relating to any activities of
any persons
or entities affiliated with the
Authorized Firm performed in connection with the discharge of its
responsibilities under this Agreement. If any such claims are asserted, the Fund
shall have the right to manage its own defense, including the selection and
engagement of legal counsel of its choosing, and all costs of such defense shall
be borne by the Authorized Firm.
6.
EFFECTIVE DATE; TERMINATION.
6.1.
This Agreement will become effective with respect to each Portfolio on the date
of its acceptance by the Authorized Firm. Unless sooner terminated with
respect to
any Portfolio, this Agreement will continue with respect
to a
Portfolio until terminated in accordance with
its terms, provided that the continuance of the Plan is specifically
approved at least annually in accordance with the terms of the
Plan.
6.2. This Agreement will automatically terminate with respect to a
Portfolio in the event of its assignment (as
such term is defined in the ▇▇▇▇ ▇▇▇) or
upon termination of the Plan. This Agreement
may be terminated with respect to any Portfolio by the Fund or by the Authorized
Firm, without penalty, upon sixty days' prior written notice to the other
party. This Agreement may also be terminated with respect to any
Portfolio at any time without penalty by the vote of a majority of the
Independent Directors (as defined in the Plan) or a majority of the outstanding
Shares of a Portfolio on sixty (60) days’ written notice.
7.
GENERAL.
7.1.
All notices and other communications to either the Authorized Firm or
the Fund will be
duly given if mailed, telegraphed or telecopied to
the appropriate address set forth on page 1
hereof, or at such other address as either
party may provide in writing to the other party.
7.2.
The Fund may enter into other similar agreements for the provision of Services
with any other person or persons without the Authorized Firm's
consent.
7.3.
Upon receiving the written consent of the Fund, the
Authorized Firm may, at
its expense, subcontract with
any entity or person concerning the provision
of the Services
contemplated hereunder; provided, however, that
the Authorized Firm shall not
be relieved of any of
its obligations under this Agreement by the appointment of
such subcontractor and provided further, that
the Authorized Firm shall be responsible, to
the extent provided in Article 5 hereof, for all acts of such subcontractor as
if such acts were its own.
7.4.
This Agreement supersedes any other agreement between the Fund and the
Authorized Firm relating to the Services described herein in connection with a
Portfolio’s Shares and relating to any other matters discussed
herein. All
covenants, agreements, representations, and warranties made
herein shall be deemed to have been material and relied on by each
party, notwithstanding any investigation made
by either party or on
behalf of either party, and shall
survive the execution and delivery of
this Agreement. The invalidity or unenforceability of any
term or provision hereof shall not affect the validity or enforceability of any
other term or provision hereof. The headings in this Agreement are
for convenience of reference only and shall not alter or otherwise affect the
meaning hereof. This Agreement may
be executed in any number of
counterparts which together shall constitute one instrument and shall
be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the State of
Indiana and shall bind and inure to the benefit of the parties hereto
and their respective successors.
7.5
It is expressly agreed that the obligations of the Fund hereunder shall not be
binding upon any of the Directors, shareholders, nominees, officers, agents or
employees of the Fund personally, but shall bind only the property of the Fund.
The execution and delivery of this Agreement have
been authorized by the Directors, and this Agreement has been signed
and delivered by an authorized officer of the Fund, acting as
such, and neither such authorization by
the Directors nor such execution and delivery
by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them
personally, but shall bind only the property of the Fund.
(The
remainder of this page is left intentionally blank. The signature
page
follows.)
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their officers designated below.
OneAmerica
Funds, Inc.
By:_/s/
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Title:
Assistant Secretary
_______________________________
The
foregoing Agreement is hereby accepted:
OneAmerica
Securities, Inc.
_____________________________________
Authorized
Firm
By:/s/
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_________________________________
Title:
Chief Counsel & Secretary
________________________________
Date: 2/17/2010
_______________________________
SCHEDULE
A
Approved
February 24, 2006
Amended
and Approved February 29, 2008
Approved
February 26, 2009
OneAmerica
Value Portfolio
OneAmerica
Investment Grade Bond Portfolio
OneAmerica
Money Market Portfolio
OneAmerica
Asset Director Portfolio
OneAmerica
Socially Responsive Portfolio