ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT
Xxxxx Fargo Funds Management, LLC ("WFFM") and Xxxxx Fargo Funds Distributor,
LLC ("WFFD") serve as the investment adviser and the principal underwriter for
the Xxxxx Fargo Funds (the "Funds"), respectively. WFFM and WFFD shall together
be referred to as "Xxxxx Fargo". Xxxxx Fargo and American United Life Insurance
Company ("AUL") and OneAmerica Securities, Inc. ("OAS"), as applicable
("Company"), hereby agree that Company will provide shareholder services and may
provide sub-accounting, record-keeping, and other administrative services with
respect to Company's clients ("Clients") that own shares ("Shares") of the
Funds, subject to the terms of this Administrative and Shareholder Services
Agreement ("Agreement"), which shall be dated and effective as of August 1,
2018.
SECTION 1. TERMS AND CONDITIONS APPLICABLE TO THE SERVICING OF THE FUNDS
a. Orders
(i) Company agrees to make available Shares of the Funds (including
classes thereof) only at the public offering price described in the then-current
Prospectus and Statement of Additional Information (including any supplements,
stickers or amendments thereto) relating to the applicable Fund (or, as
appropriate, class thereof), as filed with the U.S. Securities and Exchange
Commission ("SEC") (collectively, the "Prospectus"). All orders shall be
effected in accordance with the Prospectus.
(ii) Company agrees that it is acting as principal for Company's own
account or is authorized to carry out and transmit all transactions in Shares
executed by Company's Clients, and is not an agent, representative, or partner
of Xxxxx Fargo or any of the Funds.
(iii) In the case of any redemption of Shares, Xxxxx Fargo or the
applicable Fund shall pay to Company, and Company will pay as redemption
proceeds to Clients the net asset value, minus any applicable redemption fee or
contingent deferred sales charge ("CDSC"), determined after receipt of the order
as discussed in the Prospectus. Company agrees not to repurchase any Shares from
its Clients at a price other than that next determined by a Fund for redemption
(I.E., at the net asset value of such Shares, less any applicable redemption fee
or contingent deferred sales charge), in accordance with the Fund's Prospectus.
(iv) If payment for Shares purchased by Company for a Client is not
received by WFFD within the time customary or the time required by law for such
payment, Company shall forfeit its right to any compensation with respect to
such order, and WFFD reserves the right, without notice, to cancel the purchase
order, or, at its option to present the Shares purchased back to the Fund for
redemption, in which case WFFD may hold Company responsible for any loss,
including loss of profit, suffered by WFFD or the Fund resulting from Company's
failure to make payment. All orders are subject to acceptance by WFFD in its
sole discretion.
(v) Company may place orders through the National Securities
Clearing Corporation ("NSCC") in accordance with Schedule A provided, however,
that Company is a member of NSCC and agrees to be governed by applicable NSCC
rules and procedures.
b. Duties of Company
(i) Company agrees to perform the services outlined in Schedule B1.
If Company serves as a sub- transfer agent, Company will also perform the
administrative and recordkeeping services outlined in Schedule B2. Company shall
not provide distribution services primarily intended to result in the sale of
Shares, unless Company is a broker-dealer registered with the Financial Industry
Regulatory Authority ("FINRA"), a "bank" as defined in the Securities Exchange
Act of 1934 or otherwise exempt from registration as a broker-dealer.
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(ii) Company agrees to maintain records of all purchases and sales
of Shares made through Company to the extent required by applicable law, rule or
regulation and to furnish Xxxxx Fargo with copies of such records upon request.
Additionally, Company agrees to provide Xxxxx Fargo and the Funds with any
shareholder information requested pursuant to Schedule C.
(iii) Company agrees to date and time stamp all orders for the
purchase or sale of Shares received by Company, and to promptly forward such
orders to Xxxxx Fargo in time for processing at the public offering price next
determined after receipt of such orders by Company, in each case as described in
the applicable Prospectus. Company represents that it has procedures in place
reasonably designed to ensure that orders received by Company are handled in a
manner consistent with Rule 22c-1 under the Investment Company Act of 1940, as
amended, and any SEC staff positions or interpretations issued thereunder.
Company agrees to furnish proof of such date and time stamped orders to Xxxxx
Fargo when reasonably requested.
(iv) Company agrees that it shall assume responsibility for any loss
to the Fund caused by a correction to any order placed by Company or any
ineligible "as of" trades that are made subsequent to the trade date for the
order, to the extent such order correction or as of trades were not caused by
any negligence of Xxxxx Fargo. Company further agrees that it will immediately
pay such loss to the Fund upon notification.
(v) Company agrees that all expenses incurred by it in connection
with its performance under this Agreement will be borne by Company.
(vi) Company agrees to inform its Clients of applicable sales charge
discount opportunities, where applicable, and to inquire about other qualifying
holdings that might entitle its Clients to receive such discounts. Xxxxx Fargo
and the Funds have no obligation whatsoever to ensure that Company is
appropriately seeking or applying such discounts. Company will, upon request,
provide Xxxxx Fargo with information about each Client that beneficially owns
more than five percent of a Fund's then-outstanding Shares.
c. Company Compensation
(i) Company compensation, if any, on sales of Shares will be as
provided in the Prospectus. Company agrees that each Fund may, without prior
notice, suspend or eliminate the payment of any compensation, by amendment,
sticker or supplement to the then-current Prospectus for such Fund. Xxxxx Fargo
shall have no obligation to pay any compensation to Company for the sale of
Shares of a Fund until Xxxxx Fargo receives the related compensation from the
Fund, and Xxxxx Fargo's liability to Company for such payments is limited solely
to the related compensation that Xxxxx Fargo receives from such Fund.
(ii) Company may be entitled to receive ongoing shareholder
servicing fees to the extent provided in the applicable Prospectus. To the
extent Xxxxx Fargo waives any payments payable to Xxxxx Fargo under a
shareholder servicing plan, the amounts payable to Company will be reduced
accordingly. Company acknowledges that service fees may be discontinued or
reduced at any time by Xxxxx Fargo and/or the Funds. In determining the amount
payable to Company hereunder, Xxxxx Fargo reserves the right to exclude any
assets which it determines are attributable to sales not made in accordance with
the terms of the Prospectus and provisions of this Agreement.
(iii) Company may be entitled to receive additional compensation
from Xxxxx Fargo as described in Schedule B2 hereof.
(iv) Xxxxx Fargo reserves the right not to pay any compensation more
than six (6) months in arrears in respect of purchases, accounts and/or assets
that were not timely identified as eligible for compensation pursuant to this
Agreement.
(v) Compensation shall be payable monthly, provided that Company
shall not be entitled to compensation in any month that the total consideration
payable to Company under this Agreement does not exceed $100. Any compensation
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not payable in a given month will be payable at the next month's invoice, given
said invoice is over $100.00 and/ or the total of the previous month's total
plus the current month's total are equal to or greater than $100.00.
d. Pricing Errors
Adjustments and/or payments shall be made to each account consistent
with the Funds' net asset value error correction policies in the event of any
error in the determination of the price of Shares. Xxxxx Fargo shall not, nor
shall any Fund, be responsible for payment of any costs of reprocessing account
holdings or values or costs of reprocessing individual Client transactions
arising out of a pricing error.
SECTION 2. COMPANY REPRESENTATIONS AND WARRANTIES
a. In addition to the representations and warranties found elsewhere in
this Agreement, Company represents and warrants that:
(i) It is empowered under applicable laws and by Company's
organizational documents to enter into this Agreement and perform all activities
and services of Company provided for herein and that there are no impediments,
prior or existing, regulatory, self-regulatory, administrative, civil or
criminal matters affecting Company's ability to perform under this Agreement.
(ii) It has, and will maintain during the term of this Agreement,
appropriate blanket bond insurance policies covering any and all acts of
Company's partners, directors, officers, employees, and agents adequate to
reasonably protect and indemnify Xxxxx Fargo, the Funds and their respective
employees, officers and directors against any loss which they may suffer or
incur, directly or indirectly, as a result of any act or omission by Company or
Company's partners, directors, officers, employees and agents.
(iii) It will be bound by and comply with all applicable federal and
state laws and all rules and regulations promulgated thereunder generally
affecting the sale or distribution of mutual fund shares or classes of such
shares and will adopt, implement and maintain during the term of this Agreement
such policies, procedures and internal controls as are necessary to ensure
compliance therewith.
(iv) It will comply with the applicable terms of the then-current
Prospectus.
(v) Neither it nor any of its partners, directors, officers,
employees, and agents is authorized to give any information or make any
representations concerning Shares of any Fund except those contained in the
Fund's Prospectus or in materials provided by Xxxxx Fargo.
(vi) It will only use sales literature, sales bulletins and
advertising relating to the Funds that are supplied by Xxxxx Fargo, or are
approved in writing by Xxxxx Fargo in advance of their use. Such approval may be
withdrawn by Xxxxx Fargo in whole or in part upon notice to Company, and Company
shall, upon receipt of such notice, immediately discontinue the use of such
sales literature, sales bulletins and advertising. Company is not authorized to
modify or translate any such materials without Xxxxx Fargo's prior written
consent.
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(vii) It is a "financial institution" as defined in 31 U.S.C.
5312(a)(2) or (c)(1) and is regulated by a "Federal functional regulator" as
defined in 31 CFR ss.103.120(a)(2).
b. If any of the representations or warranties set forth in this
Section 2 at any time ceases to be true, Company shall promptly notify Xxxxx
Fargo of this fact. Such notice shall be provided in accordance with Section 9.
SECTION 3. ANTI-MONEY LAUNDERING RESPONSIBILITY
a. Company represents and warrants that it is in compliance and will
continue to be in compliance with all applicable anti-money laundering laws and
regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act,
and implementing regulations of the Bank Secrecy Act and applicable guidance
issued by the SEC and the guidance and rules of the applicable exchange and
FINRA. Company agrees to immediately notify in writing the Anti-Money Laundering
Compliance Officer of WFFD, and shall provide pertinent Client information as
permitted by Section 314(b) of the USA PATRIOT Act, if it becomes aware of any
suspicious activity, pattern of activity or any activity that may require
further review to determine whether it is suspicious in connection with the
Funds.
b. Company will take all reasonable and practicable steps to ensure
that it does not accept or maintain investments in any Fund, directly or
indirectly from a person or entity (A) who is subject to sanctions administered
by the U.S. Office of Foreign Assets Control ("OFAC"), (B) is included in any
executive order or is on the list of Specially Designated Nationals and Blocked
Persons maintained by OFAC, or (C) whose name appears on such other lists of
prohibited persons and entities as may be mandated by applicable U.S. law or
regulation. If Company becomes aware that it is holding property in which a
Client subject to a sanctions regime has a beneficial interest, Company will
take all appropriate steps to block such beneficial interest and report it to
OFAC to the extent and in the manner required by applicable law.
SECTION 4. PRIVACY
Company agrees that it will adopt and implement procedures to comply with
the Xxxxx-Xxxxx-Xxxxxx Act and all other federal and state laws and regulations
governing the privacy and security of customer information, including SEC
Regulation S-P. The most current version of the Funds' privacy policy may be
obtained at xxx.xxxxxxxxxxxxxxx.xxx.
SECTION 5. RIGHT TO AUDIT AND ACCESS
Upon reasonable request and notice to Company, Xxxxx Fargo will be
permitted to audit Company information, controls and procedures designed to
fulfill its duties and responsibilities under this Agreement and/or granted
reasonable access to Company's personnel and records to allow Xxxxx Fargo to
assess the quality and nature of services provided by Company and verify amounts
payable or owed, under this Agreement. Xxxxx Fargo and its representatives must
comply with all reasonable security and confidentiality procedures established
by Company. Company will, upon request, provide Xxxxx Fargo with a third party
audit report to demonstrate testing of Company's operational controls (e.g.
SSAE-16, SOC-1, XXXXX, etc.).
SECTION 6. INDEMNIFICATION
a. Neither Xxxxx Fargo nor Company shall be liable to the other except
for (1) acts or failure to act which constitute willful misconduct, bad faith or
negligence and (2) obligations expressly assumed under this Agreement. In
addition, Company agrees to indemnify, defend and hold Xxxxx Fargo, the Funds
and their respective employees, officers and directors harmless from any claim,
damage, loss or expense on account of acts or failure to act which constitute
willful misconduct, bad faith or negligence by Company or Company's partners,
directors, officers, employees or agents in connection with the discharge of
Company's responsibilities under this Agreement or breach of any of its
representations or warranties contained in this Agreement. If such claims are
asserted, the indemnitee(s) shall have the right to manage their own defense,
including the selection and engagement of legal counsel, and all costs of such
defense shall be borne by Company.
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x. Xxxxx Fargo agrees to comply with all laws and regulations
applicable to the offer and sale of Shares of the Funds and will indemnify and
hold Company and its employees, officers, and directors harmless from any claim,
damage, loss or expense on account of acts or failure to act which constitute
willful misconduct, bad faith or negligence by Xxxxx Fargo, its representatives,
agents or sub-agents in connection with this Agreement or any misrepresentation
contained in the Prospectus or sales literature, sales bulletins and advertising
supplied by Xxxxx Fargo.
c. Company agrees to notify Xxxxx Fargo, within a reasonable time, of
any claim or complaint or any enforcement action or other proceeding with
respect to Shares offered hereunder against Company or its partners, affiliates,
officers, directors, employees or agents.
SECTION 7. TERMINATION; AMENDMENT
a. Either party may terminate the Agreement effective immediately upon
delivery of written notice to the other party. This Agreement will terminate
automatically in the event of its assignment, except for an assignment by Xxxxx
Fargo to an entity controlling, controlled by or under common control with the
assignor (an "affiliate assignment"). In the event of an affiliate assignment,
the assignee shall automatically be bound by all of the provisions of this
Agreement.
b. Any provision of this Agreement may be amended by Xxxxx Fargo at any
time upon written notice to Company. This Agreement supersedes and cancels any
prior agreement with respect to the sales of Shares of any of the Funds.
SECTION 8. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
of the State of California, without reference to choice-of-law principles
thereof.
SECTION 9. NOTICES
Unless otherwise agreed to by both parties, all notices under this
Agreement will be given in writing to Xxxxx Fargo at its offices, located at:
Xxxxx Fargo Funds Distributor, LLC
Attn: Contracts & Agreements
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, XX 00000
All notices to Company shall be given or sent to Company at Company's address
shown below.
American United Life Insurance Company, Inc.
ATTN: Xxxxx Xxxxx
Xxx Xxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000-0000
*****THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK*****
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
XXXXX FARGO FUNDS MANAGEMENT, LLC XXXXX FARGO FUNDS DISTRIBUTOR, LLC
/s/ Erdem Cimen /s/ Xxxxx X. Xxxxxx
-------------------------------------- --------------------------------------
Erdem Cimen, Senior Vice President Xxxxx X. Xxxxxx, President
AMERICAN UNITED LIFE INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxx
-----------------------------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------------------------
Title: Assistant Vice President
-------------------------------------------------
Date: 8/24/18
--------------------------------------------------
Address: X.X. Xxx 000
-----------------------------------------------
Xxxxxxxxxxxx, XX 00000
--------------------------------------------------------
Telephone: (317) 285 - 1618
---------------------------------------------
Facsimile: (317) 285 - 1488
---------------------------------------------
TAX ID #:
---------------------------------------------
ONEAMERICA SECURITIES, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
--------------------------------------------------
Title: President
-------------------------------------------------
Date: 8/24/18
--------------------------------------------------
Address: X.X. Xxx 0000
-----------------------------------------------
Xxxxxxxxxxxx, XX 00000
--------------------------------------------------------
Telephone: (317) 285 - 1106
---------------------------------------------
Facsimile: (317) 285 - 4050
---------------------------------------------
TAX ID #: 35 - 1159900
---------------------------------------------
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SCHEDULE A
OPERATING PROCEDURES
WFFD understands and agrees that orders for purchases and redemptions pursuant
to this Agreement may be placed by use of the NSCC-Fund/SERV system. The
procedures to be followed by Company are as set forth below. In the event of a
discrepancy between the terms of a Fund's Prospectus and this Schedule A, the
particular Fund's Prospectus will govern. Unless otherwise defined below, all
capitalized terms have the meanings specified in the Agreement of which this
Schedule is a part.
PROCEDURES FOR TRANSACTIONS CONDUCTED VIA NSCC-FUND/SERV:
(a) On each day that the New York Stock Exchange ("NYSE") is open for trading
("Business Day"), Company represents and warrants that all orders for the
purchase, exchange or redemption of Fund shares transmitted to Fund/SERV
for processing on or as of a given Business Day ("Day 1") shall have been
received by Company prior to the regular close of trading on the NYSE (the
"Cutoff Time") on Day 1. Such orders shall receive the share price next
calculated following the Cutoff Time on Day 1. Company represents and
warrants that orders received by Company after the Cutoff Time on Day 1
shall be treated by Company and transmitted to Fund/SERV as if received on
the next Business Day ("Day 2"). Such orders shall receive the share price
next calculated following the Cutoff Time on Day 2. Company represents
that it has systems in place reasonably designed to prevent orders
received after the Cutoff Time on Day 1 from being executed with orders
received before the Cutoff Time on Day 1.
(b) By 6:00 p.m. Eastern Time on each Business Day, Company will use its best
efforts to notify WFFD, either verbally or by electronic mail, of
purchases and redemptions of $1,000,000 or more for each Fund.
(c) On each Business Day on which Company receives instructions prior to the
Cutoff Time, Company shall transmit to WFFD via the NSCC Fund/SERV system
purchase and redemption instructions for all Clients of Company. Company
further agrees to utilize NSCC DCC&S cycles for eligible trades only. WFFD
reserves the right to reverse any trades sent in DCC&S that are not
eligible for DCC&S processing. Costs associated with these trade reversals
will be borne by Company. In situations where Company is unable to
transmit these trades on trade date due to system malfunctions, Company
may call in the instructions by no later than 9:00 a.m. Eastern Time on
the Business Day following the trade date for such orders; such
instructions will still be effected at the net asset value for the
previous Business Day on an "as of" basis. These "as-of" trades will
require a medallion guaranteed letter of indemnity to be sent to the
Funds' Transfer Agent, via facsimile no later than 9:30 a.m. Eastern Time.
In such cases, Company agrees to reimburse each Fund for any loss incurred
by that Fund or dilution caused to that Fund promptly upon demand. If
Company utilizes the extension permitted by this paragraph more than twice
in any three month period, WFFD reserves the right to terminate this
Agreement and revoke the trading arrangements described herein.
(d) The Fund reserves the right, in its sole discretion, to reject, reverse or
reprice the orders (notwithstanding the fact that Company may have
received Fund/SERV confirmation of the orders) and Company will be
responsible for reimbursement of any loss sustained by the Fund that may
arise out of the improper transmittal of such orders.
(e) Company shall segregate purchase instructions by sales charge discount
category consistent with the terms of the Funds' Prospectus. In applying
sales charges, Company shall take into account other assets eligible for
linking pursuant to rights of accumulation, concurrent purchases,
aggregating accounts and letters of intent, each as described in the
Funds' Prospectus. In the case of redemption instructions, Company shall
disburse or credit to Clients all proceeds of redemptions of Shares of
each Fund and all dividends and other distributions not reinvested in
Shares of each Fund net of any applicable CDSCs.
(f) Where Company is performing the services in Schedule B2, Company shall
perform all applicable CDSC tracking, collection, and reporting (E.G.,
Distributor Liability Reports) and provide that information to Xxxxx Fargo
on a monthly basis.
One America AS 08 23 18 (final)(002)
SCHEDULE B1
DISTRIBUTION AND SHAREHOLDER SERVICES
Company acknowledges that the Funds have adopted shareholder servicing
arrangements for various classes of their Shares, as described in the
then-current Prospectus. Company agrees to perform the following shareholder
services, consistent with the arrangements adopted for particular classes of
Shares. By Company's acceptance of any payments for shareholder services,
Company represents that it is providing to Clients such services, and any other
assistance as may from time to time be reasonably requested by Xxxxx Fargo. Such
services include, but are not limited to:
1 Establish and maintain accounts relating to Clients that invest in Shares,
2 Answer Client inquiries regarding account status and history, and the manner
in which purchases, exchanges and redemptions of Shares may be effected;
3 Assist Clients in designating and changing dividend options (as available),
account designations and addresses;
4 Process and verify purchase, redemption and exchange transactions;
5 Process and verify the wiring or other transfer of funds to and from Client
accounts in connection with Client orders to purchase or redeem Shares;
6 Provide necessary personnel and facilities to establish and maintain Client
accounts and records and respond to questions with respect to the Funds; and
7 Provide such other shareholder liaison or related services as the Funds or a
Client may reasonably request.
SHAREHOLDER 12B-1
XXXXX FARGO FUNDS SHARE CLASS SERVICING FEE* FEE*
--------------------------------- ---------------- --------
Admin -- Equity & Fixed Income 25 bps 0 bps
R - Equity & Fixed Income 25 bps 25 bps
--------
* The rates recited are current as of the date of this Agreement. Company shall
refer to the Fund(s)' then current Prospectus(es) for the most current rates.
The compensation shall be payable monthly, provided that WFFD and/or WFFM shall
not be required to pay Company in any month that the total consideration payable
to Company under this Agreement does not exceed $100.
SCHEDULE B2
ADMINISTRATIVE SERVICES
Company agrees to perform the following administrative services. Payment for
such services shall be made by WFFM or an affiliate in amounts outlined below,
if any. By Company's acceptance of any payments for administrative services,
Company represents that it is providing to Clients such services, and any other
assistance as may from time to time be reasonably requested by Xxxxx Fargo. Such
services include, but are not limited to:
1 Prepare and transmit to each Client periodic statements as required by law;
2 Prepare and issue trade confirmations;
3 Forward or cause to be forwarded to Clients the Fund Prospectuses, periodic
financial reports, proxy materials and other Fund communications required by
applicable law;
4 Reconcile all Client transactions in each Client Account (including purchases,
redemptions, exchanges and reinvestments of dividends and capital gains
distributions);
5 Review all Account information provided to it or made available by Xxxxx Fargo
and immediately notify Xxxxx Fargo in writing of any discrepancies between the
records it maintains and the balances in an Account;
6 Establish one or more master or omnibus accounts per share class per Fund
registered in Company or plan name as nominee;
7 Receive and aggregate, where applicable, instructions from Clients and enter
trades/exchanges through Fund/SERV, where applicable;
8 Perform the following functions:
- calculate and apply front-end sales charges pursuant to the then
current Prospectus;
- remit all redemption fees, if applicable, to WFFD on a monthly
basis;
- remit all CDSCs to WFFD;
- transmit all CDSC lot and cost basis information to the Fund or
contra-broker in relation to transfers;
- remit all applicable underwriter fees to WFFD; calculate and
disburse income dividends and capital gains distributions to Client
and record reinvestment of dividends and distributions in shares of
the Funds for each Client based on information provided from the
Fund;
- prepare, file and transmit tax reports and returns as required by
applicable law;
- withhold and remit taxes on dividends and distributions; and
- maintain comprehensive individual Client records in accordance with
applicable law;
9 Maintain records to include:
- redemption fees and CDSCs assessed;
- each purchase, redemption and exchange of Fund shares (including the
date, time, share price and lot history for each transaction);
- reinvested dividends, distributions, capital gains and return of
capital;
- share balances;
- name and address of each Client; and
- such other information as mutually agreed upon by the parties and to
prepare certain reports; and
10 Apply exchange, market timing and other frequent trading restrictions
set forth in the Funds' then-current Prospectuses and SAIs, as outlined in
Schedule C, and provide reasonable assistance to the Fund, to the extent
feasible, with any other reasonable Fund instructions relating to
exchanges, market timing and frequent trading that are communicated to
Company.
XXXXX FARGO FUNDS SHARE CLASS ADMINISTRATIVE SERVICES FEE
------------------------------ -------------------------------
Admin 0 bps
R 10 bps
Money Market Funds 0 bps
The Company agrees that WFFM shall be responsible for any amount in excess of
the standard shareholder servicing fee and/or 12b-1 fee or in excess of the
maximum amounts payable under FINRA Rule 2341 and that the Funds shall have no
responsibility to pay such fees. The actual amount payable as calculated by
Xxxxx Fargo ordinarily will be paid to Company within 15 days of month end.
The Administrative Services Fee is for administrative services only and does not
constitute payment for investment advisory or distribution services.
The compensation shall be payable monthly, provided that WFFM shall not be
required to pay Company in any month that the total consideration payable to
Company under this Agreement does not exceed $100.
XXXXX FARGO FUNDS MANAGEMENT, LLC
/s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx, Executive Vice President
SCHEDULE C
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
Company agrees that it will comply with any restrictions and limitations on
exchanges described in each Fund Prospectus, including any restrictions or
prohibitions relating to frequent purchases and redemptions (I.E., market
timing).To that end, Company agrees to provide Xxxxx Fargo and the Funds, upon
written request, the taxpayer identification number (the "TIN"), if known, of
any or all shareholder(s) of the Funds held through an account with Company 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 exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account with Company during the
period covered by the request.
1. AGREEMENT TO PROVIDE INFORMATION. Company agrees (i) to provide Xxxxx Fargo,
promptly upon request, the TIN, if known (or in the case of non-U.S.
shareholders, if the TIN is unavailable, the International TIN or other
government issued identifier), of any or all shareholder(s) that purchased,
redeemed, transferred or exchanged shares through an account with Company, and
the amounts and dates of such purchases, redemptions, transfers, and exchanges,
in each case during the period covered by the request, and (ii) to use its best
efforts to determine, promptly upon request, whether any shareholder identified
in information provided pursuant to the foregoing clause (i) is itself a
"financial intermediary" as defined in Rule 22c-2 ("indirect intermediary").
a. PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed 90 days from the date of the request, for which
identification and transaction information is sought.
b. FORM AND TIMING OF RESPONSE. Company agrees to transmit the requested
information to Xxxxx Fargo and the Funds promptly, but in any event not
later than five (5) business days, after receipt of a request. To the
extent practicable, the format for any transaction information provided to
Xxxxx Fargo and the Funds should be consistent with the NSCC Standardized
Data Reporting Format.
c. LIMITATIONS ON USE OF INFORMATION. Xxxxx Fargo agrees not to use the
information received for marketing or any other similar purpose without
the prior written consent of Company.
2. AGREEMENT TO RESTRICT TRADING. Company agrees to execute written instructions
from Xxxxx Fargo to restrict or prohibit future purchases or exchanges of shares
through Company's account, by a shareholder that has been identified by Xxxxx
Fargo as having engaged in transactions in Shares that violate 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. With respect to each
indirect intermediary holding Shares through Company's account, Company agrees
to, upon further request by Xxxxx Fargo, (i) provide (or arrange to have
provided) the identification and transaction information set forth in clause (i)
of paragraph 1 above regarding shareholders who hold accounts with any such
indirect intermediary, or (ii) restrict or prohibit the indirect intermediary
from purchasing, in nominee name on behalf of other persons, shares issued by
the Funds.
a. FORM OF INSTRUCTIONS. Instructions must include the TIN, if known, and
the specific restriction(s) to be executed. If the TIN 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.
b. 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.
c. CONFIRMATION BY COMPANY. Company must provide written confirmation to
Xxxxx Fargo that instructions have been executed. Company agrees to
provide confirmation as soon as reasonably practicable, but not later than
ten (10) business days after the instructions have been executed.
3. DEFINITIONS. For purposes of this Schedule C, the term "shareholder" means:
(i) an indirect intermediary that holds accounts with Company; (ii) the
beneficial owner of Shares of a Fund, whether the Shares are held directly or by
Company in nominee name; (iii) a retirement plan participant that directs that
his or her plan account be invested in a Fund, notwithstanding that the plan may
be deemed to be the beneficial owner of the Fund shares; and (iv) the holder of
interests in a variable annuity or variable life insurance contract issued by
Company to the extent Company invests the proceeds from the sale of such
contract in a Fund. The term "written" includes electronic writings and
facsimile transmissions.
