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EXHIBIT 5
SALES AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN AUL AND FUND B
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SALES AND ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT entered into this 20th day of December, 1971, by and between
American United Life Insurance Company (herein "AUL"), an Indiana corporation,
with its principal place of business at Indianapolis, Indiana, and American
United Life Pooled Equity Fund B (herein "Fund B"), a segregated investment
account which has been established by AUL for certain variable annuity contracts
(herein "Contracts") sold by AUL which are fundable and computable as to
payments or benefits on the basis of experience factors of such account, the
assets of which account shall be set aside by AUL from payments received under
such Contracts.
1. AUL does hereby agree to provide sales ant administrative services
relative to the Contracts which services shall consist of and include all
services of AUL, its employees, agents and brokers, in connection with the sale
of the Contracts, and the payment by AUL to such persons of all compensation
related to the sale and administration of the Contracts, and the payment of
other expenses related thereto, including, if applicable, rent, postage,
telephone, travel, Stationery, office equipment and supplies and legal,
actuarial and auditing fees. In addition, AUL also shall pay the salaries of the
members of the Board of Managers of Fund B (but not in excess of $1,500 per
manager per year plus $50 expense allowance per meeting attended), the fee of
the auditors for the annual audit of Fund B. the cost of preparing and mailing
of the annual and other regular reports of Fund B to the Fund B Participants,
and the cost of registering (as required in the opinion of AUL)the Contracts and
the annuities issuable thereunder under federal and state securities law.
2. In consideration of its services and payments hereunder, AUL shall
receive for each group variable annuity 6% of each payment received for a
Participant under the Contracts until payments in the aggregate of $5,000 have
been received for such participation and 4% of each payment received for such
Participant after $5,000 has been received. For individual annual purchase
variable annuity contracts AUL shall receive a sales charge of 9% of the first
$2500 received for such Participant; thereafter AUL shall receive a sales charge
of 7% of the next $7500 received and 5% of each payment made thereafter. For
individual single purchase variable annuity contracts, AUL shall receive a sales
charge of 7% of the first $2500 received for a Participant under the contracts,
5% of the next $7500 received, 4% of the next $40,000 received and 3% of the
next $200,000 received. For Administrative Services under Individual Annual
Purchase Payment Deferred Annuity contracts, AUL will receive an annual
administrative charge of $15 for any year during which a payment is received for
a Participant and $5 for any year during which no payment is received for a
participant. For Administrative Services under Individual Annual Purchase and
Single Purchase Payment Immediate Annuity Contracts, AUL will receive $50 at the
time said contract is purchased by a Participant. For Administrative Services
under Individual Single Purchase Payment Deferred Annuity Contracts, AUL will
receive $50 at the time and for the year said contract is purchased by a
Participant and $5 for each additional year and contract is in existence.
3. This agreement shall continue in full force and effect from year to year
until terminated by AUL or the Board of Managers of Fund B. Termination may be
effected by either party, without penalty, on thirty (30)days written notice.
This agreement shall automatically terminate:
(a) upon any assignment thereof by AUL.
(b) unless its continuance is specifically approved, at least annually, either
(i) by the affirmative vote of a majority of the members of the Board of
Managers of Fund B, or (ii) by a majority of the voters entitled to be cast
by the Fund B Participants under the Contracts at a meeting thereof. In any
event, the terms of such agreement and any continuance thereof must be
specifically approved by the affirmative vote of a majority of the members
of the Board of Managers of Fund B including a majority of such members who
are not parties to such agreement or interested persons of any such party.
4. Notwithstanding the foregoing provisions in Paragraph 3 hereof, AUL may
not terminate this agreement in any way which would be contrary to or a
violation of any provisions of the Contracts. In the event of termination by the
Board of Managers or Participants of Fund B in such manner that AUL must still
render sales and administrative services under the Contracts to any of the Fund
B Participants thereunder, AUL shall be compensated therefor to the extent such
services are rendered in accordance with the terms of such Contracts.
5. This agreement is subject to the provisions of the Investment Company
Act of 1940, as amended, the Securities Act of 1933, as amended, and the Rules
and Regulations promulgated by the Securities and Exchange Commission pursuant
to the aforesaid Acts.
Executed this 20th day of December, 1971.
AMERICAN UNITED LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxx
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President
ATTEST:
/s/ K.B. Xxxxxx
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Secretary
AMERICAN UNITED LIFE POOLED EQUITY FUND B
By: /s/ Xxxxxx X. Xxxxxx
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Chairman of the Board
ATTEST:
/s/ K.B. Xxxxxx
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Secretary
