ADMINISTRATOR NAME: AMERICAN UNITED LIFE INSURANCE COMPANY ("AUL") AND
ONEAMERICA SECURITIES, INC. ("OAS")
FINANCIAL SERVICES AGREEMENT
This Agreement is made as of 08/15/2018, by and between Xxxxx & Steers
Securities, LLC ("Distributor") and AUL and OAS, (hereinafter referred to, as
applicable, as "Administrator").
WHEREAS, Administrator desires to enter into an agreement with Distributor
relating to shares of common stock ("Shares") of the open-end registered
investment companies set forth on Schedule A and such future open-end registered
investment companies (each a "Fund" and collectively the "Funds"), for which
Distributor is the principal underwriter, as such term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, Administrator issues group annuity contracts ("Contracts") to certain
retirement plans qualified under Section 401 (a) of the Internal Revenue Code of
1986, as amended (the "Code"), and governmental deferred compensation plans
described in Section 457(b) of the Code (collectively, "Plans") under which the
Administrator provides certain recordkeeping and related administrative services
to such Plans and their participants ("Participants"); and
WHEREAS, various Participants or an investment adviser, trustee, sponsor or
administrative committee of a Plan ("Plan Representative") may instruct
Administrator to invest a portion of their accounts in Shares; each Participant
shall have an undivided beneficial interest in the Shares to be maintained by
Administrator; and
WHEREAS, certain policies, procedures and information are necessary to enable
Administrator to have the accounts purchase and sell Shares.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
hereby agreed that the parties' respective rights and obligations shall be as
follows:
1. PROVISION OF SERVICES. Administrator agrees to provide participant
accounting, record-keeping and shareholder, administrative or other services for
Administrator's Participants who own Shares through accounts in one or more
Funds (each an "Account"), as specified on Schedule B. The term "Participant" is
notwithstanding that the retirement plan may be deemed to be the beneficial
owner of Shares.
2. LIMITED AGENCY. Distributor hereby appoints Administrator as the Funds'
agent for the limited purpose of accepting Plan Representative or Participants'
purchase and redemption orders for Shares. Other than as specifically provided
herein, nothing in this Agreement shall be construed to establish a joint
venture between Distributor and Administrator or establish either of Distributor
or Administrator as an agent, partner or employee of the other, nor shall
anything in this Agreement be construed to establish Administrator or the Funds
as an agent, partner or employee of the other. Administrator understands that
the Funds' activities may be performed on their behalf by Distributor or the
Funds' investment adviser, transfer agent or other authorized service providers.
3. OFFERING PRICE; OPERATIONAL PROCEDURES.
(a) All orders for the purchase of a Fund's Shares shall be executed at
the then-current public offering price per Share (I.E., the net asset value per
Share plus the applicable sales charge, if any), and all orders for the
redemption of a Fund's Shares shall be executed at the then-current net asset
value per Share, less the applicable deferred sales charge, redemption fee or
similar charge or fee, if any, in each case as described in the Fund's
prospectus and statement of additional information (the "Prospectus"). The
minimum initial purchase order and minimum subsequent purchase order shall be as
set forth in the Prospectuses. All orders are subject to acceptance or rejection
in the sole discretion of Distributor and/or the Funds or their agent, and
orders shall be effective only upon receipt in proper form.
B-2
(b) Plan Representative or Participant orders for the purchase or
redemption of Shares through the Accounts shall be processed in accordance with
the Operating Procedures specified on Schedule C.
(i) Administrator represents that it has adopted, and will at all
times during the term of this Agreement maintain, reasonable and
appropriate procedures designed to ensure that any and all orders
for the purchase, sale or exchange of Shares communicated by
Administrator to Distributor or the Funds' transfer agent to be
treated in accordance with Schedule C as having been received on a
Business Day (as defined in Schedule C) were received by
Administrator by the Close of Trading (as defined in Schedule C) on
such Business Day and were not modified after the Close of Trading,
and that all Share orders received from Plan Representative or
Participants and not specifically rescinded by the Close of Trading
were communicated to Distributor or the Funds' transfer agent as
received for that Business Day.
(ii) Each transmission of Share orders by Administrator shall
constitute a representation by Administrator that such orders are
accurate and complete and are as received by Administrator by the
Close of Trading on the Business Day for which the order is to be
priced and that such transmission includes all Share orders received
from Plan Representative or Participants and not specifically
rescinded by the Close of Trading.
(iii) Administrator will date and time stamp orders for the
purchase, sale or exchange of Shares received by Administrator, or
will otherwise maintain records sufficient to document the date and
time of its receipt of orders.
(c) Administrator agrees not to seek a net asset value per Share of a
Fund as of a time other than the next calculated net asset value per Share
following Administrator's receipt of a a Plan Representative or Participant
order ("As of Trade") or to cancel or change a previously placed Account order
without the prior approval of Distributor or the Fund. Administrator
acknowledges that Distributor and the Funds shall have complete and sole
discretion as to whether or not to accept an As of Trade or to make a
cancellation or change. If an As of Trade is authorized by Distributor or a Fund
to be processed as of a particular Business Day, Administrator hereby warrants
that such trade relates only to Plan Representative or Participant orders
received by Administrator by the Close of Trading. on that Business Day. If
Administrator seeks to cancel or change a previously placed Account order,
Administrator represents that such cancellation or change is solely to correct
an erroneously placed order.
4. OFFERING OF SHARES. In no way shall the provisions of this Agreement limit
Distributor's or the Funds' authority and discretion to take such action as
Distributor or the Funds may deem appropriate or advisable, without notice, in
connection with all matters relating to the operation of the Funds and the sale
of Shares, including the right to suspend sales or withdraw the offering of
Shares of one or more Funds. Distributor will advise Administrator of any U.S.
states and other U.S. jurisdictions where the Shares are not qualified for sale,
and Administrator will not make offers or sales in such states and jurisdictions
or outside the U.S. Administrator will make offers of Shares only in those
states where Shares are qualified for sale and Administrator will ensure that it
(including Administrator's associated persons) are appropriately licensed and
qualified to offer and sell Shares in any state or jurisdiction that requires
such licensing or qualification. Neither Distributor nor the Fund shall have any
obligation or responsibility to make Shares available for sale in any
jurisdiction or to maintain such availability.
5. FEES. In consideration of the services described herein, Distributor
agrees to pay, or cause its designee to pay, to the Administrator, fees at the
annual rate set forth on Schedule A, paid quarterly in arrears based on the
average daily net asset value of Plan Representative or Participants' Shares
held during the relevant period (such net asset value to be computed in the
manner specified in the Funds' charter documents and Prospectuses). The fees
will equal the product of the average daily net asset value of Plan
Representative of Participants' Shares held during the quarter multiplied by the
fee rate specified in Schedule A, multiplied by the number of days in the
quarter, and divided by 365 days. Administrator will be responsible for
calculating fees due in accordance with the prior methodology and for invoicing
Distributor for the amount of fees due as set forth in this Agreement on a
quarterly basis. As part of its invoice, Administrator shall supply such
documentation and information supporting its calculations, including, but not
limited to, average assets held, number of accounts and relevant platforms or
programs
by CUSIP. In connection with the payment of fees, Administrator agrees to
invoice Distributor, in electronic format (or via hard copy if electronic means
are not available), for fees due no later than thirty (30) days following a
quarter ended. Distributor will not be responsible for payment of invoices
received ninety (90) or more days following a quarter ended. Administrator's
acceptance of any fees for such services shall constitute Administrator's
representation (which shall survive any payment of such fees and any termination
of this Agreement and shall be reaffirmed at each acceptance) that
Administrator's receipt of such fees is lawful.
6. SALES CHARGES. This Section 6 is applicable only to those Funds, and
classes of Shares of such Funds, which impose an initial or contingent deferred
sales charge, as described in the applicable Prospectuses. Unless otherwise
indicated on Schedule A, Administrator shall be entitled to receive such initial
and contingent deferred sales charges (or portions thereof) and dealer
reallowances as described in the Funds' Prospectuses, to the extent such sales
charges are collected from Plan Representative or Participants. The sales charge
and/or dealer reallowance may be changed at any time in Distributor's sole
discretion by amendment or revision of, or supplement to, a Fund's Prospectus.
(a) The dealer reallowance to be paid to Administrator in connection
with sales to Plan Representative or Participants pursuant to special features
of a Fund (such as letters of intent and rights of accumulation) shall be based
on the net amount actually purchased by a Plan Representative or Participant in
connection with such sales and otherwise in accordance with the terms and
conditions set forth in the current Fund Prospectus.
(b) In determining the amount of any dealer reallowance payable to
Administrator hereunder, Distributor reserves the right to exclude any sales
that Distributor reasonably determines are not made in accordance with the terms
of the applicable Prospectus or this Agreement.
(c) Plan Representative or Participants may be entitled to a reduction
in the initial sales charge on purchases, as described in the Prospectuses.
Administrator agrees to obtain from Plan Representative or Participants all
necessary information to allow Administrator to provide any available
reductions, to inform Administrator's Plan Representative or Participants of
applicable reduction opportunities and to inquire about other qualifying
holdings that might entitle Plan Representative or Participants to receive
reductions. Administrator agrees to advise Distributor contemporaneously with
each purchase as to amounts of any and all sales by Administrator qualifying for
a reduced sales charge. Administrator agrees to furnish to Distributor
sufficient information to permit confirmation of qualification for a reduced
sales charge, and acceptance of the purchase order is subject to such
confirmation. Unless Administrator advises Distributor to the contrary
contemporaneously with a purchase, the Shares ordered will be deemed to be the
total holdings of any specified Plan Representative or Participant.
(d) Administrator understands that the Funds may offer Shares in
multiple classes and acknowledges that Administrator is fully informed of the
different features of each class and has chosen which class or classes of Shares
to make available to its Plan Representative or Participants, based on the
services offered to Plan Representative or Participants investing in such class
or classes of Shares. If Administrator offers more than one class of Shares of a
Fund to its Plan Representative or Participants, Administrator represents and
warrants that (i) different fees charged to different classes of Shares will be
fully disclosed to Plan Representative or Participants and (ii) if Administrator
recommends transactions in Shares, Administrator has established compliance
procedures designed to ensure that each Plan Representative or Participant is
made aware of the terms of each available class of Shares, to ensure that
Administrator's agents recommend only Shares that are appropriate investments
for each Plan Representative or Participant, to ensure that the Plan
Representative or Participant is availed of the opportunity to obtain initial
sales charge reductions as detailed in the Prospectuses and to ensure proper
supervision of Administrator's agents in recommending and offering different
classes of Shares to Plan Representative or Participants.
Administrator is responsible for advising its Plan Representative or
Participants of relevant purchase, redemption, and exchange policies including,
but not limited to, sales charges, redemption fees, exchange limitations,
breakpoints, minimum or maximum purchase restrictions, and the availability of
any reduced sales charges.
7. ADVERTISING MATERIALS AND SALES LITERATURE: FUND DOCUMENTATION.
(a) In placing an order to purchase Shares of a Fund, Administrator
shall rely solely and conclusively on the representations contained in the
Fund's Prospectus. Administrator agrees that none of Administrator nor any of
its employees or agents are authorized to make any statement or representation
concerning the Shares or a Fund except those contained: (i) in the relevant
Fund's then-current Prospectus (including any summary prospectus) and/or
statement of additional information, each as amended, revised or supplemented
(collectively, the "Prospectus"), or (ii) in such advertising material or sales
literature as may be supplied by Distributor or authorized by Distributor in
writing. Administrator understands that any supplemental sales literature, if
distributed, must be preceded or accompanied by the relevant Fund's current
Prospectus (as amended, revised or supplemented). Advertising material and sales
literature provided by Distributor that are designated as being for internal or
broker-dealer use only may not be disseminated to the public.
(b) Distributor shall, as applicable, provide Administrator upon
request reasonable quantities, at a single address, of: Prospectuses, proxy or
information statements and related materials such as notices and proxy cards,
shareholder reports and any other materials required to be delivered to record
holders of Shares (collectively, "Fund Documentation"). Administrator shall be
responsible for delivery of Fund Documentation to Plan Representative or
Participants in accordance with applicable law, including, without limitation,
delivering Prospectuses and shareholder reports to Plan Representative or
Participants on request in accordance with Rule 498 under the Securities Act of
1933, as amended (the "Securities Act"). Neither Distributor nor the Funds shall
be responsible for the cost of distributing such materials to Plan
Representative or Participants.
(c) Each party to this Agreement will provide the other party with such
information or documentation necessary for the other party to fulfill its
obligations hereunder and such other information or documentation as each party
may reasonably request.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS. The following representations,
warranties and covenants are in addition to those made elsewhere in this
Agreement.
(a) Each party to this Agreement hereto hereby represents, warrants and
covenants, as applicable, to the other party that:
(i) it is duly organized and validly existing in good standing
under the laws of the jurisdiction in which it was organized;
(ii) it will comply with all laws and rules and regulations of
governmental authorities and regulatory agencies applicable to it by
virtue of entering into and performing this Agreement, including,
but not limited to, the Foreign Account Tax Compliance Act;
(iii) its execution, performance and delivery of this Agreement
will not violate any of its contractual obligations or any
applicable laws and rules and regulations of governmental
authorities and regulatory agencies;
(iv) it has full power and authority under applicable law, and
has taken all necessary actions, to enter into and perform this
Agreement; the person executing this Agreement on its behalf is duly
authorized and empowered to execute and deliver this Agreement; and,
assuming due and valid execution and delivery by the other party,
this Agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms; and
(v) no consent or authorization of, filing with, or other act by
or in respect of any governmental authority is required in
connection with the execution, delivery, performance, validity or
enforceability of this Agreement.
(b) Distributor hereby represents and warrants to Administrator that:
(i) it is duly registered as a broker-dealer pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
and
(ii) each Fund is registered as an investment company under the
1940 Act, and the Shares are registered under the Securities Act.
(c) Administrator hereby represents, warrants and covenants to, and
agrees with, Distributor, as applicable, that:
(i) Administrator is registered as a broker-dealer pursuant to
the Exchange Act or, if Administrator is not registered as a
broker-dealer pursuant to the Exchange Act, Administrator is not
required to be so registered in order to perform the services, and
receive the fees, specified in this Agreement;
(ii) if Administrator is not registered as a transfer agent
pursuant to the Exchange Act, Administrator is not required to be so
registered in order to perform the services, and receive the fees,
specified in this Agreement;
(iii) if Administrator is required to be a member of the
Financial Industry Regulatory Authority ("FINRA"), Administrator is
a member in good standing and will comply with applicable rules of
FINRA, including any requirements as to suitability of Shares for
Plan Representative or Participants, and Administrator will inform
Distributor promptly of any pending or threatened action or
proceeding by FINRA bearing on Administrator's membership with FINRA
and of any suspension or termination of such membership;
(iv) Administrator will ensure that all fees and compensation
received pursuant to this Agreement, including compensation referred
to herein as described in the Prospectuses, are disclosed to Plan
Representative or Participants as required by law, and Administrator
will otherwise comply with applicable law in performing the services
specified in this Agreement;
(v) Administrator will not be a "fiduciary" (within the meaning
of Section 3(21) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), as it may be amended from time to time,
in connection with the performance of this Agreement and any
transactions contemplated hereby with respect to any person or
entity subject to Title I of ERISA, Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") or any governmental
plan (within the meaning of Section 3(32) of ERISA;
(vi) Administrator's receipt of fees and other compensation,
direct and indirect under and the performance of the services
specified in this Agreement and the transactions related thereto
will not constitute a non-exempt "prohibited transaction" as such
term is defined in Section 406 of ERISA and Section 4975 of the
Code, or with respect to any governmental plan, any similar
prohibition under applicable law;
(vii) Administrator has full authority to act on behalf of Plan
Representative or Participants in the manner contemplated by this
Agreement, and each time Administrator so acts it shall be deemed to
have restated this representation and warranty;
(viii) Administrator is responsible for the instruction and
training of all sales personnel employed by Administrator or
registered as a broker or sales representative with Administrator,
in order that all Shares will be offered in accordance with the
terms and conditions of this Agreement and all applicable laws,
rules, and regulations;
(ix) Distributor and the Funds and their agents are entitled to
rely on oral and written instructions reasonably believed to be
genuine and to have been given by or on behalf of Administrator;
(x) Administrator will, on reasonable request of Distributor, (A)
provide Distributor with copies of its compliance policies and
procedures related to performance of this Agreement or the
agreements, representations, warranties, or covenants of
Administrator herein ("Compliance Matters"), (8) provide Distributor
with such certifications and representations regarding Compliance
Matters, (C) provide third party assessments of the
Administrator's internal controls related to performance of this
Agreement such as the Financial Administrator Controls and
Compliance Assessment (XXXXX) or SSAE16, and (D) permit Distributor
or the Funds or their agents, as well as appropriate regulatory
authorities, to obtain information and records, and to inspect
Administrator's facilities, relating to Compliance Matters;
(xi) Administrator will impose any applicable redemption fee on
Shares as described in the Prospectuses;
(xii) Administrator will not withhold placing orders received
from Plan Representative or Participants so as to profit as a result
of such withholding by a change in net asset value or otherwise;
(xiii) Administrator will use best efforts to determine, promptly
upon the Request (as defined below) of a Fund, but not later than
five Business Days after Administrator's receipt of such Request,
whether any specific person or entity about whom the Fund has
received information pursuant to Section 9(a) of this Agreement is
an "indirect intermediary" as defined in Rule 22c-2 under the 1940
Act ("Indirect Intermediary") and, upon further Request from the
Fund, promptly (but not later than five Business Days after receipt
of such Request) either:
a) provide (or arrange to have provided) the identification
and transaction information set forth in Section 9(a) below of
this Agreement regarding such persons who hold Shares through
the Indirect Intermediary; or
b) restrict or prohibit the Indirect Intermediary from
purchasing Shares on behalf of itself or other persons.
Administrator agrees to inform the Fund whether Intermediary
plans to perform (a) or (b) above.
(xiv) To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the
National Securities Clearing Corporation (the "NSCC") Standardized
Data Report Format, or any other format acceptable to the Fund.
(xv) Administrator will maintain insurance coverage issued by a
qualified insurance carrier appropriate in light of its duties under
this Agreement; and
(xvi) Administrator will comply with any other applicable
requirement set forth in the Prospectuses, if applicable to
Administrator, not specifically enumerated above.
9. PLAN REPRESENTATIVE OR PARTICIPANTS TRANSACTION INFORMATION.
(a) AGREEMENT TO PROVIDE INFORMATION. Administrator agrees to provide
each Fund, upon written request (which may include electronic writings and
facsimile transmissions, a "Request"), the taxpayer identification number (the
"TIN"}, the Individual/International Taxpayer Identification Number ("ITIN") or
other government-issued identifier ("GII"), if known, of any or all Plan
Representative or Participants who have purchased, redeemed, transferred or
exchanged Shares held through an Account with Administrator during the period
covered by the Request and the amount, date, name or other identifier of any
investment professionals associated with the Plan Representative or Participants
or Accounts (if known), and the transaction type (purchase, redemption, transfer
or exchange) of every purchase, redemption, transfer or exchange of Shares.
(i) PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 180 days from the date of the Request for
which transaction information is sought. The Fund may request
transaction information older than 180 days from the date of the
Request as it deems necessary to investigate compliance with
policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of its Shares.
(ii) FORM AND TIMING OF RESPONSE. Administrator agrees to transmit
the requested information that is on Administrator's books and
records to the Fund or its designee promptly, but in any event not
later than 10 Business Days after receipt of a Request.
(iii) LIMITATIONS ON USE OF INFORMATION. Distributor agrees, on
behalf of itself and the Funds, not to use the information received
for marketing or any other similar purpose without Administrator's
prior written consent. However, this provision shall not limit the
use of publicly available information, information already in the
possession of the Distributor or the Funds at the time the
information is received pursuant to this Agreement, or information
which comes into the possession of the Distributor or the Funds from
a third party,
(b) AGREEMENT TO RESTRICT TRADING. Administrator agrees to execute a
Request to restrict or prohibit further purchases or exchanges of Shares by a
Plan Representative or Participant that has been identified by a Fund as having
engaged in transactions in Shares (directly or indirectly through an Account)
that violate policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of its Shares.
(i) FORM OF INSTRUCTIONS. Such Request 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 Plan Representative or
Participants or Accounts or other agreed upon information to which
the instruction relates.
(ii) TIMING OF RESPONSE. Administrator agrees to execute the
Request as soon as reasonably practicable, but not later than five
Business Days after Administrator's receipt of the instructions.
(iii) CONFIRMATION. Administrator agrees to provide written
confirmation to the Fund as soon as reasonably practicable that the
Request has been executed, but not later than 10 Business Days after
the Request has been executed.
(c) SHARE HOLDINGS THROUGH INDIRECT INTERMEDIARIES. Administrator will
use best efforts to determine, promptly upon the Request of a Fund, but not
later than five Business Days after Administrator's receipt of the Request,
whether any specific person or entity about whom the Fund has received
information pursuant to Section 9(a) of this Agreement is an "indirect
Administrator" as defined in Rule 22c-2 under the 1940 Act ("Indirect
Administrator") and, upon further Request from the Fund, promptly (but not later
than five Business Days after receipt of such Request) either:
(i) provide (or arrange to have provided) the identification and
transaction information set forth in Section 9(a) of this Agreement
regarding such persons who hold Shares through the Indirect
Administrator; or
(ii) restrict or prohibit the Indirect Administrator from
purchasing Shares on behalf of itself or other persons.
Administrator agrees to inform the Fund whether Administrator plans to perform
(i) or (ii) above.
(d) To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the National
Securities Clearing Corporation (the "NSCC") Standardized Data Report Format, or
any other format acceptable to the Fund.
10. PRIVACY AND DATA SECURITY; ANTI-MONEY LAUNDERING.
(a) Each party to this Agreement agrees that it will comply with all
applicable state and federal laws and regulations relating to consumer privacy
and data security ("Privacy Law") and that it is prohibited from using or
disclosing any nonpublic personal information (as defined in Regulation S-P, or
any similar term or terms as defined in other applicable Privacy Law,
"Participant Information") received from the other party other than (i) as
required by law, regulation or rule; (ii) as permitted in writing by the
disclosing party; or (iii) as necessary to perform this Agreement or to service
Plan Representative or Participants, in each case in compliance with the reuse
and redisclosure provisions of Privacy Law. Each party shall use its best
efforts to (A) cause its employees and agents to be informed of and to be bound
by Privacy Law and the provisions of this Agreement and (B) maintain physical,
electronic, procedural and any other appropriate or required safeguards to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use or disclosure of, Participant Information, in
compliance with applicable Privacy Law. If requested by Distributor,
Administrator agrees to deliver the then-current privacy notice pursuant to
Regulation S-P of Distributor and the Funds (the "Privacy Policy") to any Plan
Representative or Participant who purchases Shares from or through
Administrator, at or prior to the time of the initial purchase of Shares and
annually thereafter, if the Participant would be considered a "consumer" or
"customer" (each as defined in Regulation S-P) of Distributor and/or the Funds,
and Distributor will provide Administrator with copies of the Privacy Policy
sufficient for this purpose as advised by Administrator.
(b) Administrator has implemented and currently maintains an effective
information security program to protect customer information, which program
includes administrative, technical and physical safeguards to ensure the
security and confidentiality of any nonpublic personal information, to protect
against any threats or hazards to the security and integrity of the nonpublic
personal information, and to protect against unauthorized access to or use of
the nonpublic personal information. To the extent any responsibilities with
respect to privacy and data security have been delegated to an agent,
subcontractor or other third party, Administrator shall take reasonable steps to
ensure that such party or parties adhere to the same requirements herein.
(c) If a person or entity obtains unauthorized access to any nonpublic
personal information or if Administrator intentionally or unintentionally
discloses any nonpublic personal information to another person or entity in
violation of applicable law, Administrator shall Immediately disclose to
Distributor and the Funds the details regarding the unauthorized access or
disclosure.
(d) Administrator has adopted and implemented anti-money laundering and
other compliance policies and procedures that comply with the Bank Secrecy Act
and the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act of
2001") and other laws of similar applicability. Administrator's anti-money
laundering compliance policies and procedures comply with all money laundering
and currency transaction reporting laws, regulations, requirements and guidance
applicable to the Funds or to Administrator (if applicable, as record holder of
Shares for which Administrator maintains information regarding beneficial owners
of Shares), including those relating to Participant identification and
verification; monitoring for Specially Designated Nationals and Blocked Persons
named on the U.S. Treasury Department's Office of Foreign Assets Control list or
other similar governmental lists; suspicious activity reporting; and
recordkeeping requirements (collectively, "AML Requirements"), and with any
"money laundering" guidelines as may be provided by, or agreed with, Distributor
or the Funds. Administrator will ensure the ability of federal examiners to
obtain information and records relating to AML Requirements and the ability of
Distributor and the Funds or their agents to inspect Administrator's records and
facilities regarding compliance with AML Requirements.
(e) If Administrator is required to maintain an anti-money laundering
program, it has filed the requisite certification with the Financial Crimes
Enforcement Network to allow Administrator to share information pursuant to
Section 314(b) of the USA PATRIOT Act of 2001.
11. INDEMNIFICATION; ADJUSTMENTS.
(a) Distributor shall release, indemnify and hold harmless Administrator
and each of Administrator's affiliates, trustees, directors, members, officers,
employees and agents (the "Administrator indemnities") from and against any and
all losses, claims, damages, demands, actions, liabilities, costs and expenses
(including reasonable attorneys' fees) ("Losses") incurred by the Administrator
indemnities arising out of or attributable to (i) any untrue statement, or
alleged untrue statement, of a material fact contained in any Prospectus, or
arising out of or based upon any omission, or alleged omission, to state a
material fact required to be stated in any Prospectus, or necessary to make the
statements therein not misleading or (ii) a material breach of this Agreement by
Distributor.
(b) Administrator shall release, indemnify and hold harmless Distributor
and the Funds and each of Distributor's or the Funds' affiliates, directors,
members, officers, employees and agents (the "Fund indemnities") from and
against any and all Losses incurred by the Fund indemnities arising out of or
attributable to (i) Administrator's bad faith, negligence or willful misconduct
in the performance of
Administrator's duties and obligations under this Agreement; (ii) a material
breach of this Agreement by Administrator; or (iii) an error in an order for
Shares placed with Distributor by Administrator or any redemption or exchange
pursuant to instructions reasonably believed by Distributor to be genuine and to
have been given by or on behalf of Administrator.
(c) In the event that Administrator (i) places an As of Trade other than
to correct Distributor's or the Fund's error, (ii) places or adjusts trades
after the latest time for the placement of orders through the Fund/SERV service
of the NSCC or, for manual transactions, the Order Deadline (as defined in
Schedule C), or (iii) fails to follow the Operating Procedures set forth on
Schedule C, Administrator does hereby release, indemnify and hold harmless the
Fund lndemnitees from and against any and all Losses any of them may incur which
arise out of or are attributable to such actions.
(d) Administrator understands that, in accordance with established Fund
procedures for correction of errors in the computation of the net asset value of
Shares, the Funds or their agents will make adjustments to the number of Shares
owned in the Accounts and distribute underpayments to Administrator for credit
to the Accounts, as necessary to correct such errors in accordance with Fund
procedures. If Administrator, on behalf of Plan Representative or Participants,
receives amounts in excess of the amounts to which Administrator otherwise would
have been entitled in the absence of any error in the computation of the net
asset value of Shares or otherwise as a result of an error of a Fund or its
agent, Administrator will use best efforts to collect such amounts from Plan
Representative or Participants. If, after such efforts, Administrator is not
able to recover all of such overpayment, Administrator will cooperate with
Distributor's or a Fund's attempt to recover any portion of the overpayment,
including providing Distributor or the Fund with information reasonably
available to Administrator as to the identity of the Plan Representative or
Participant(s) from whom the remainder has not been recovered.
(e) The foregoing indemnity agreements are expressly conditioned upon
the party from which indemnity is sought (the "Indemnifying Party") being
notified of any action brought against the party seeking indemnity (or whose
affiliates, trustees, directors, members, officers, employees and agents are
seeking indemnity) (collectively, the "Indemnified Party") within fifteen days
after the summons or other first legal process shall have been served. The
failure to notify the Indemnifying Party of any such action shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have
to the Indemnified Party except to the extent the Indemnifying Party is harmed
thereby. The Indemnifying Party will be entitled to assume the defense of any
suit brought to recover Losses. In the event that the Indemnifying Party elects
to assume the defense of any such suit and retain counsel, the defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Indemnifying Party does not
elect to assume the defense of any such suit, the Indemnifying Party will
reimburse the Indemnified Party for the reasonable fees and expenses of any
counsel retained by the Indemnified Party in connection therewith.
(f) In no event shall either party be liable for special, consequential
or incidental damages.
12. NON-EXCLUSIVITY. The parties acknowledge and agree that this Agreement and
the arrangements described herein are intended to be non-exclusive and that each
party may enter into similar agreements and arrangements with other entities.
13. TERM.
(a) Either party may terminate this Agreement on 15 days' notice to the
other party.
(b) Distributor shall have the right to terminate this Agreement,
without prior notice, if: (i) Administrator or any of its registered principals
become the subject of any investigation or disciplinary action by any
governmental, regulatory or judicial authority that has resulted, or for which
it appears reasonably likely will result, in the loss or suspension of any
required registration, membership or license; (ii) Administrator's ability to
perform its obligations under this Agreement has become or is reasonably likely
to become impaired; (iii) Administrator otherwise breaches any of the
representations, warranties or covenants set forth in this Agreement; or (v)
Administrator fails to perform the services contemplated by this Agreement.
(c) Administrator shall have the right to terminate this Agreement,
without prior notice, if: (i) Distributor or any of its registered principals
become the subject of any investigation or disciplinary action by any
governmental, regulatory or judicial authority that has resulted, or for which
it appears reasonably likely will result, in the loss or suspension of any
required registration, membership or license; (ii) Distributor's ability to
perform its obligations under this Agreement has become or is reasonably likely
to become impaired; (iii) Distributor otherwise breaches any of the
representations, warranties or covenants set forth in this Agreement; or (v)
Distributor fails to perform the services contemplated by this Agreement.
(d) This Agreement will inure to the benefit of the successors and
assigns of either party; however, this Agreement may not be assigned by
Administrator without the prior written consent of Distributor.
(e) This Subsection 13(d) is applicable only to those Funds, and classes
of Shares of such Funds, from which Administrator receives fees pursuant to a
Plan (defined below) as indicated on Schedule A Notwithstanding contrary
provision in Subsection 13(a), Administrator understands that if all or a part
of its compensation (as indicated on Schedule A) is from a Fund's Shareholder
Services Plan (the "Services Plan") or Distribution Plan or Distribution and
Service Plan adopted pursuant to Rule 12b-1 under the 1940 Act (the
"Distribution Plan" and together with the Services Plan each a "Plan" and
together the "Plans") (in each case as indicated on Schedule A), as to each
Fund, this Agreement: (i) shall continue until the next June 30th and thereafter
shall continue automatically for successive annual periods ending on June 30th,
provided such continuance is approved by a vote of a majority of the Fund's
Board of Directors and the Directors who are not "interested persons" (as
defined in the 0000 Xxx) of the Fund and have no direct or indirect financial
interest in the operation of the Plans or any agreement related to the Plans
("Independent Directors"), cast in person for the purpose of voting on such
approval; (ii) is terminable without penalty, at any time, by vote of a majority
of the Independent Directors; (iii) (only if Administrator receives fees
pursuant to a Distribution Plan) is terminable on not more than 60 days' written
notice by vote of holders of a majority of the Fund's outstanding voting
securities (as defined in the 1940 Act); (iv) is terminable upon 15 days' notice
by Administrator; and (v) will terminate automatically in the event of its
assignment (as defined in the 1940 Act).
14. CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions of this
Agreement or otherwise affect their meaning or interpretation.
15. COMPLETE AGREEMENT; AMENDMENT.
(a) This Agreement and the Schedules hereto (which are incorporated by
reference) contain the full and complete understanding between the parties with
respect to the matters covered and contemplated hereunder and supersede all
prior agreements or understandings between the parties relating to the subject
matter hereof, whether oral or written, express or implied.
(b) No modification or waiver of any provisions of this Agreement will
be binding unless in writing and executed by the party to be bound thereby,
except that, notwithstanding anything in this Agreement to the contrary,
Administrator's placement of an order to purchase Shares subsequent to its
receipt of written notice of amendment of any provision of or Schedule to this
Agreement by Distributor shall constitute Administrator's agreement to the
amendment.
16. NOTICES. All notices hereunder shall be duly given if delivered (via hand
delivery, commercial courier service or certified mail) or sent by confirmed
facsimile, to Distributor at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: General Counsel, facsimile number: 212.832.3232, or to Administrator
at the address or number set forth below.
17. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to conflict of laws
principles.
18. SURVIVAL. The provisions of sections 10(a) and 11 will survive the
termination of this Agreement.
19. EXECUTION. This Agreement may be executed in counterparts, and such
counterparts shall together constitute but one and the same instrument.
XXXXX & STEERS SECURITIES, LLC
Date: 8/20/18 By: /s/ Xxxxxxx X. Xxxx
------------------------- ----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and Chief Legal Officer
PLEASE RETURN TWO SIGNED COPIES OF THIS AGREEMENT TO DISTRIBUTOR. UPON
ACCEPTANCE, ONE COUNTERSIGNED COPY WILL BE RETURNED FOR ADMINISTRATOR'S FILES.
AMERICAN UNITED LIFE INSURANCE COMPANY
Date: 8/15/18 By: /s/ Xxxxx X. Xxxxx
------------------------- ----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
Address for Notice:
X.X. Xxx 000
----------------------------------------
Xxxxxxxxxxxx, XX 00000
----------------------------------------
----------------------------------------
Facsimile Number:
000-000-0000
----------------------------------------
OneAmerica Securities, Inc.
Date: 8/15/18 By: /s/ Xxxxxxx Xxxxxxxxx
------------------------- ----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President
Address for Notice:
Xxx Xxxxxxxx Xx.
----------------------------------------
Xxxxxxxxxxxx XX 00000
----------------------------------------
----------------------------------------
Facsimile Number:
000-000-0000
----------------------------------------
SCHEDULE A
DIST. SERV.
PLAN PLAN OTHER
FUND NAME CLASS TICKER CUSIP FEE** FEE COMP** TOTAL
---------------------------------------------------------- ------- ---------- ------------ ------- ------- -------- -------
Xxxxx & Steers Dividend Value Fund A DVFAX 00000X000 0.25% 0.10% 0.10% 0.45%
Xxxxx & Steers Dividend Value Fund c DVFCX 00000X000 0.75% 0.25% N/A 1.00%
Xxxxx & Steers Dividend Value Fund I DVFIX 00000X000 N/A 0.10% N/A 0.10%
Xxxxx & Steers Dividend Value Fund R*** DVFRX 00000X000 0.50% N/A 0.10% 0.60%
Xxxxx & Steers Dividend Value Fund Z*** DVFZX 00000X000 N/A N/A N/A N/A
Xxxxx & Steers Institutional Realty Shares, Inc. N/A CSRIX 00000X000 N/A N/A N/A N/A
Xxxxx & Steers Global Infrastructure Fund A CSUAX 00000X000 0.25% 0.10% 0.10% 0.45%
Xxxxx & Steers Global Infrastructure Fund c csucx 00000X000 0.75% 0.25% N/A 1.00%
Xxxxx & Steers Global Infrastructure Fund I CSUIX 00000X000 N/A 0.10% N/A 0.10%
Xxxxx & Steers Global Infrastructure Fund R*** CSURX 00000X000 0.50% N/A 0.10% 0.60%
Xxxxx & Steers Global Infrastructure Fund Z*** CSUZX 00000X000 N/A N/A N/A N/A
Xxxxx & Steers MLP & Energy Opportunity Fund A MLOAX 00000X000 0.25% 0.10% 0.10% 0.45%
Xxxxx & Steers MLP & Energy Opportunity Fund c MLOCX 00000X000 0.75% 0.25% N/A 1.00%
Xxxxx & Steers MLP & Energy Opportunity Fund I MLOIX 00000X000 N/A 0.10% N/A 0.10%
Xxxxx & Steers MLP & Energy Opportunity Fund R*** MLORX 00000X000 0.50% N/A 0.10% 0.60%
Xxxxx & Steers MLP & Energy Opportunity Fund Z*** MLOZX 00000X000 N/A N/A N/A N/A
Xxxxx & Steers Global Realty Shares A CSFAX 00000X000 0.25% 0.10% 0.10% 0.45%
Xxxxx & Steers Global Realty Shares c CSFCX 00000X000 0.75% 0.25% N/A 1.00%
Xxxxx & Steers Global Realty Shares I CSSPX 00000X000 N/A 0.10% N/A 0.10%
Xxxxx & Steers Global Realty Shares R*** GRSRX 00000X000 0.50% N/A 0.10% 0.60%
Xxxxx & Steers Global Realty Shares Z*** CSFZX 00000X000 N/A N/A N/A N/A
Xxxxx & Steers International Realty Fund A IRFAX 00000X000 0.25% 0.10% 0.10% 0.45%
Xxxxx & Steers International Realty Fund c IRFCX 00000X000 0.75% 0.25% N/A 1.00%
Xxxxx & Steers International Realty Fund I IRFIX 00000X000 N/A 0.10% N/A 0.10%
Xxxxx & Steers International Realty Fund R*** IRFRX 00000X000 0.50% N/A 0.10% 0.60%
Xxxxx & Steers International Realty Fund Z*** IRFZX 00000X000 X/X X/X X/X X/X
Xxxxx & Xxxxxx Xxxx Xxxxxx Securities Fund A CSEIX 191912104 0.25% 0.10% 0.10% 0.45%
Xxxxx & Steers Real Estate Securities Fund c CSCIX 191912302 0.75% 0.25% N/A 1.00%
Xxxxx & Steers Real Estate Securities Fund I CSDIX 191912401 N/A 0.10% N/A 0.10%
Xxxxx & Steers Real Estate Securities Fund R*** CIRRX 191912500 0.50% N/A 0.10% 0.60%
Xxxxx & Steers Real Estate Securities Fund Z*** CSZIX 191912609 N/A N/A N/A N/A
Xxxxx & Steers Realty Shares N/A CSRSX 192476109 N/A N/A N/A N/A
Xxxxx & Steers Preferred Securities and Income Fund A CPXAX 00000X000 0.25% 0.10% 0.10% 0.45%
Xxxxx & Steers Preferred Securities and Income Fund c CPXCX 00000X000 0.75% 0.25% N/A 1.00%
Xxxxx & Steers Preferred Securities and Income Fund I CPXIX 00000X000 N/A 0.10% N/A 0.10%
Xxxxx & Steers Preferred Securities and Income Fund R*** CPRRX 00000X000 0.50% N/A 0.10% 0.60%
Xxxxx & Steers Preferred Securities and Income Fund Z*** CPXZX 00000X000 N/A N/A N/A N/A
Xxxxx & Steers Real Assets Fund A RAPAX 00000X000 0.25% 0.10% 0.10% 0.45%
Xxxxx & Steers Real Assets Fund c RAPCX 00000X000 0.75% 0.25% N/A 1.00%
Xxxxx & Steers Real Assets Fund I RAPIX 00000X000 N/A 0.10% N/A 0.10%
Xxxxx & Steers Real Assets Fund R*** RAPRX 00000X000 0.50% N/A 0.10% 0.60%
Xxxxx & Steers Real Assets Fund Z*** RAPZX 00000X000 N/A N/A N/A N/A
Xxxxx & Steers Low Duration Preferred and Income Fund A LPXAX 00000X000 0.25% 0.10%* 0.10% 0.45%
Xxxxx & Steers Low Duration Preferred and Income Fund c LPXCX 00000X000 0.75% 0.25%* N/A 1.00%
Xxxxx & Steers Low Duration Preferred and Income Fund I LPXIX 00000X000 N/A 0.10% N/A 0.10%
Xxxxx & Steers Low Duration Preferred and Income Fund R*** LPXRX 00000X000 0.50% N/A 0.10% 0.60%
Xxxxx & Steers Low Duration Preferred and Income Fund Z*** LPXZX 00000X000 N/A N/A N/A N/A
--------
[ ] Check here if Class A Shares are sold at NAV pursuant to a qualifying
arrangement described in the Funds' Prospectuses.
* It is recognized that certain parties may not be permitted to collect
distribution fees under the Fund's Distribution Plan, and if Administrator
is such a party, It will not accept such fees. Fees received pursuant to a
Plan are subject to Distributor's receipt of such fees from the Fund
pursuant to the relevant Plan. Each Plan is terminable by a Fund's Board
of Directors at any time.
** Paid by Distributor or the Funds' investment advisor out of their own
resources.
*** Only offered to certain investors as set forth in the prospectus.
SCHEDULE B
SHAREHOLDER SERVICES
Administrator shall be responsible for the following, unless an item is the
responsibility of Distributor pursuant to the relevant Matrix Level for Accounts
maintained through Networking:
1. establishing and maintaining the Accounts;
2. accepting orders for the purchase and redemption of Shares and
transmitting such orders to Distributor;
3. tracking, collecting from Plan Representative or Participants and
remitting to Distributor any applicable redemption fee to be deducted from
Plan Representative or Participants' Share redemption proceeds in
accordance with the Prospectuses;
4. disbursing dividends and distributions to Plan Representative or
Participants and/or arranging for reinvestment in Shares;
5. delivering Fund Documentation to Plan Representative or Participants and
prospective Plan Representative or Participants as required by applicable
law and delivering the Privacy Policy if requested by Distributor;
6. providing Plan Representative or Participants with a schedule of services
and any fees that Administrator may charge Plan Representative or
Participants directly for such services;
7. maintaining a record of each Plan Representative or Participant's name,
address (including zip code) and taxpayer identification number; the time,
date and price for all Share transactions; and the number of Shares held
by such Plan Representative or Participant;
8. preparing, filing and transmitting all federal, state and local government
returns and reports as required by law;
9. providing the Funds or their designee with Account registration and other
information and updates to such information, including addresses, tax
identification numbers, tax withholding information and the selection of
Account options and privileges (registration information must be received
prior to any trade activity and a Fund may reject any form of pending
registration);
10. as required by law, preparing and transmitting to Plan Representative or
Participants periodic account statements showing, among other appropriate
information, the total number of Shares owned and the net asset value of
Shares as of the statement closing date, purchases and redemptions of
Shares during the period and other distributions during the statement
period (whether paid in cash or reinvested);
11. making Administrator's employees available during normal business hours to
consult with Distributor or its designees concerning the performance of
Administrator's responsibilities under this Agreement;
12. maintaining all other records as required by law; and
13. providing such other information and services as the Funds reasonably may
request, to the extent permitted by applicable law, rule or regulation.
DISTRIBUTION SERVICES
Administrator shall be responsible for providing the following services, in
connection with each Fund's Distribution Plan pursuant to Rule 12b-1 under the
1940 Act, to their Plan Representative or Participants with respect to such
Funds:
- render assistance in connection with the distribution of the Fund's
shares;
- advertising and printing and distributing of prospectuses to
prospective Participants; and
- any other distribution and marketing services.
B-3
SCHEDULE C
OPERATING PROCEDURES
GENERAL
- Orders that Administrator receives from Plan Representative or
Participants by the close of regular trading (the "Close of Trading") on
the New York Stock Exchange (the "NYSE") (usually 4:00 p.m., Eastern time)
on each day on which a Fund calculates its net asset value (as described
in the Prospectuses, a "Business Day") shall be treated by Distributor and
Administrator as though received on that Business Day. Orders that
Administrator receives after the Close of Trading shall be treated by
Distributor and Administrator as though received on the next Business Day.
- Distributor will use commercially reasonable efforts to make available to
Administrator each Fund's net asset value per Share on each Business Day
as soon as reasonably practicable after calculation-usually 7:00 p.m.,
Eastern time.
- Each Fund or its agent will furnish to Administrator notice of the
declaration of any dividends or distributions payable by the Fund. This
information will include the record and payable dates.
- Dividends and distributions will be automatically reinvested at net asset
value in accordance with the Prospectuses unless otherwise instructed by
Administrator.
- In the event that Administrator does not make timely payment for purchases
of Shares in accordance with this Agreement, Distributor reserves the
right, at its option and without notice to Administrator, to sell the
Shares ordered back to the relevant Fund or Funds, and Administrator shall
be responsible for resulting Losses to the Funds pursuant to Section 11 of
this Agreement.
FOR TRANSACTIONS THROUGH THE NSCC'S FUND/SERV SERVICE
- Each party (a) represents that it has entered into a membership agreement
with the NSCC and it is eligible to participate in the NSCC's Fund/SERV
system and (b) agrees to perform all duties assigned to it by the NSCC and
to conduct its activities in accordance with the rules, regulations,
policies and procedures of the NSCC, as applicable, which are incorporated
herein.
- Administrator shall use its best efforts to transmit all Account
transactions through Fund/SERV by 8:00 p.m., Eastern time each Business
Day or, if Administrator is using the Defined Contribution Clearing
Service of the NSCC ("DCCS") and uses the settlement override indicator,
6:00 a.m. on the next Business Day ("T+1"). If Administrator fails to
transmit such transactions through Fund/SERV by 12:00 a.m., Eastern time
on T+1, or, if Administrator is using DCCS and uses the settlement
override indicator, by 6:00 a.m. on T+1, Administrator shall notify
Distributor by 9:00 a.m., Eastern time on T+1 of such failure.
FOR MANUAL TRANSACTIONS
Unless processed using the NSCC's Fund/SERV interfaces in the customary manner
as prescribed by the NSCC, operational responsibilities will be executed as
follows:
- For trades placed on T+1 for investment at the prior Business Day's net
asset value:
(a) Trade orders for the Accounts must be communicated to Distributor by
Administrator prior to 9:00 a.m., Eastern time on T+1 (the "Order
Deadline") in the manner agreed between the parties;
(b) Administrator will wire, or arrange for the wire of, the purchase
price of each purchase order to the Funds' custodian (the
"Custodian") as Distributor shall direct in writing so that either
(i) such funds are received by the Custodian prior to 11:30 a.m.,
Eastern time on
C-1
T+1, or (ii) Administrator provides Distributor or its designee a
federal funds wire system reference number prior to 11:30 a.m.,
Eastern time on T+1 evidencing the entry of the wire transfer of
the purchase price prior to such time; and
(c) Distributor or its designee shall transmit by wire the proceeds of
net redemption orders placed by the Order Deadline by Administrator
to the appropriate custodial account.
- Distributor will make available confirmations of each executed trade the
next Business Day following receipt of the trade from Administrator.
Administrator shall promptly inform Distributor of any discrepancies.
- Distributor will make Account statements available no less frequently than
each calendar quarter.
C-2
