RULE 22C-2 AGREEMENT
(for use with Insurance Companies)
THIS AGREEMENT is made effective as of March 2, 2018 by Delaware
Distributors, L.P. ("DDLP") and American United Life Insurance Company
("Intermediary"):
WHEREAS, DDLP serves as distributor for the Delaware Funds(SM) by
Macquarie (the "Funds");
WHEREAS, Intermediary submits trades on behalf of indirect intermediaries
or others that maintain on the books of DDLP or its affiliate one or more
omnibus accounts that hold shares of the Funds on behalf of its customers that
are invested in the Funds and for which the indirect intermediary or others
maintain individual accounts;
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of 1940
(the "1940 Act"), the Funds, or on the Fund's behalf, the Fund's principal
underwriter or transfer agent, is required to enter into an agreement with
Intermediary under which Intermediary is required to provide the Funds, upon
request, with certain shareholder and account information and to prohibit
transactions that violate each Fund's purchase blocking policy;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereby agree as follows:
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the Fund,
upon written request, the Taxpayer Identification Number ("TIN"), the
Individual Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII"), if known, of any or all
Shareholder(s) of the account 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 maintained by the
Intermediary during the period covered by the request.
(A) INFORMATION REQUEST. Requests must set forth a specific period, not
to exceed ninety (90) days from the date of the request, for which
transaction information is sought. The Fund may request transaction
information older than ninety (90) days from the date of the request
as it deems necessary to investigate compliance with policies
established by the Fund for the purpose of eliminating or reducing
any dilution of the value of the outstanding shares issued by the
Fund.
(B) FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on its books and records to the Fund
or its designee promptly, but in any event not later than 5 business
days, after receipt of a request. If requested by the Fund or its
designee, Intermediary agrees to use best efforts to determine
promptly, but in any event not later than five (5) business days
after receipt of a specific request, whether any specified person
about whom it has received the identification and transaction
information specified in Paragraph 1 above is itself a financial
intermediary ("indirect intermediary") and, upon further request of
the Fund or its designee, promptly, but in any event not later than
five (5) business days after such request, either (i) obtain and
transmit (or arrange to have transmitted) the requested information
specified in Paragraph 1 above for those shareholders who hold an
account with an indirect intermediary or (ii) restrict or prohibit
the indirect intermediary from purchasing, in nominee name on behalf
of other persons, securities issued by the Fund. In such instance,
Intermediary agrees to inform the Fund whether it plans to perform
(i) or (ii).
Responses required by this paragraph must be communicated in writing
and in a format mutually agreed upon by the parties.
To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format.
(C) LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received for marketing or any other similar purpose
without the prior written consent of the Intermediary. The Fund may,
however, use the information received to ensure compliance with the
Fund's compliance policies and procedures.
2. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund
as having engaged in transactions of the Fund's Shares (directly or
indirectly through the Intermediary's account) that violate policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares issued by the Fund.
(A) FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN, or
GII, if known, and the specific restriction(s) to be executed. If
the TIN, ITIN, or GII is not known, the instructions must include an
equivalent identifying number of the Shareholder(s) or account(s) or
other agreed upon information to which the instruction relates.
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(B) TIMING OF RESPONSE. Intermediary agrees to execute instructions to
restrict or prohibit trading as soon as reasonably practicable, but
in any event not later than five (5) business days after receipt of
the instructions by the Intermediary.
(C) CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund that instructions have been executed.
Intermediary 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 Agreement:
(A) The term "Fund" includes the fund's principal underwriter and
transfer agent. The term not does include any "excepted funds" as
defined in SEC Rule 22c-2(b) under the 0000 Xxx.
(B) The term "Shares" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Fund under the
1940 Act that are held by the Intermediary.
(C) The term "Shareholder" means the holder of interests in a variable
annuity or variable life insurance contract issued by the
Intermediary.
(D) The term "Intermediary" shall mean a "financial intermediary" as
defined in SEC Rule 22c-2.
(E) The term "purchase" does not include the automatic reinvestment of
dividends.
(F) The term "written" includes electronic writings and facsimile
transmissions.
Delaware Distributors, L.P. American United Life Insurance Company
By: /s/ XXXXX XXXXXXXX By: /s/ Xxxxx X. Xxxxx
------------------------------- -------------------------------
Name: XXXXX XXXXXXXX Name: Xxxxx X. Xxxxx
------------------------------- -------------------------------
Title: Senior Vice President Title: Assistant Vice President
------------------------------- -------------------------------
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FUND AGREEMENT
FUND AGREEMENT ("Agreement") is effective as of March 2, 2018 by and among
AMERICAN UNITED LIFE INSURANCE COMPANY ("Service Party"), for itself and on
behalf of one or more variable accounts of Service Party ("Variable Accounts"),
DELAWARE MANAGEMENT COMPANY, a series of Macquarie Investment Management
Business Trust ("Fund Provider"), DELAWARE DISTRIBUTORS, L.P. ("Distributor")
and DELAWARE FUNDS(SM) BY MACQUARIE listed on Exhibit A attached hereto (each a
"Fund" and collectively, the "Funds").
RECITALS
WHEREAS, Service Party provides nonregistered variable annuity contracts
("Contracts") to various retirements plans which meet the definition of
retirement plans under Sections 401 and 457 of the Internal Revenue Code (the
"Code"), registered and nonregistered variable annuity contracts to various
retirement plans which meet the definition of retirement plans under Section
403b of the Code, as well as other employer sponsored retirement or investment
plans (collectively, "Plan"); and Service Party further provides administrative
and/or recordkeeping services and operational support in connection with the
offering and maintenance of the Contracts; and
WHEREAS, the parties mutually desire the inclusion of the shares of the
Funds, as listed on Exhibit A, as investment options in Contracts issued through
separate accounts including the current Variable Accounts and any future
separate account offered by Service Party as funding vehicles to Plan; and
WHEREAS, the Contracts allow for the allocation of net amounts received by
Service Party to investment options which correspond to certain portfolios of
the Fund that may be offered from time to time for investment as well as
withdrawal; and
WHEREAS, selection of a particular investment option is made by the Plan,
the Plan's selected fiduciary or by Plan participants in various types of
retirement plans and such Plan, Plan's selected fiduciary or Plan participants
may reallocate their funds among the investment options in accordance with the
terms of the Contracts and Plan; and
NOW THEREFORE, the parties in consideration of the promises and
undertakings described herein, agree that the shares of the Fund will be
available as investment options in Contracts provided by Service Party to the
Plan subject to the following:
AGREEMENT
1. THE SERVICES.
Service Party, directly or through subcontractors ("Contractual TPA"),
shall provide the following general contract owner services to Plan, which may
include the items listed here, without limitation: answering inquiries regarding
the Fund; assistance in designating and changing Contract designations and
addresses; and such other information and services as Fund Provider or the Fund
may reasonably request and are agreed to by Service Party (the "Services").
Service Party, directly or through Contractual TPA, also shall provide the
following administrative services on behalf of Plan, which may include the items
listed here, without limitation: performance of certain sub-accounting services;
establishment and
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maintenance of accounts and records; assistance in processing purchase and
redemption transactions; providing periodic statements with those of other
transactions and balances in other accounts serviced by Service Party, if any;
and such other information and services as Fund Provider or the Fund may
reasonably request and are agreed to by Service Party (the "Operational
Services", and collectively with the Services, the "Services"). Service Party
may utilize its affiliates in performing its obligations hereunder. Service
Party and its employees will, upon reasonable request, be available during
normal business hours to consult with the Fund, Fund Provider, Distributor or
their designees concerning the performance of Service Party's responsibilities
under this Agreement. Each of the Fund, Fund Provider and Distributor and their
employees will, upon reasonable request, be available during normal business
hours to consult with Service Party or its designees concerning the performance
of the Fund's, Fund Provider's and Distributor's responsibilities under this
Agreement. Each of the Fund, Fund Provider and Distributor each acknowledge that
the Services provided for under this Agreement by Service Party are not
exclusive and that the same skill will be used in performing services to other
companies in similar contexts. Each of the Fund, Fund Provider and Distributor
will use its best efforts to give equal emphasis to Service Party as is given to
companies in similar contexts.
2. OMNIBUS ACCOUNTS.
The Fund recognizes that Service Party will be the sole shareholder of
shares of the Fund issued pursuant to the Contracts, and that Service Party will
establish one or more omnibus accounts with the Fund. Such arrangement will
result in aggregated share orders. In the event that the aggregate Plan accounts
maintained by Service Party do not balance with the omnibus accounts maintained
by Distributor, its designee or the Fund, neither Distributor, its designee nor
the Fund shall be liable to the Plan for any shortfall, provided that such
shortfall is not a result of an error or omission on the part of Distributor,
its designee or the Fund.
3. PRICING INFORMATION.
The Fund will compute the closing net asset value and any dividend, income
accrual, and capital gains information for the Fund as of the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. New York Time, the
"Close of Trading") on each day the New York Stock Exchange is open for business
(a "Business Day"). By no later than 7:00 p.m. New York Time, the Fund and or
its designee will use its best efforts to communicate, via electronic
transmission acceptable to both parties, the Share Price of each applicable
Fund, as well as dividend and capital gain information. And, in the case of
Funds that credit a daily dividend, the daily accrual or interest rate factor,
determined at the Close of Trading on that Trade Date. Such information shall be
accurate and true in all respects and updated continuously.
4. PRICE ADJUSTMENTS.
In the event an adjustment is made to the computation of the net asset
value of Fund shares as reported to Service Party under Section 3, the Fund or
its designee shall notify Service Party immediately after discovering the need
for any such adjustment. Notification may be made in the following manner:
(A) METHOD OF COMMUNICATION. Any corrections to the Fund's prices should
be communicated by facsimile, telephone or by electronic
transmission, and will
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include for each day on which an adjustment has occurred the
incorrect Fund price, the correct price, and, to the extent
communicated to the Fund's shareholders, the reason for the
adjustment.
5. PURCHASES AND REDEMPTION ORDERS; SETTLEMENT OF TRANSACTIONS.
To the extent that the parties agree to trade via the NSCC, the procedures
set forth in Exhibit B shall replace the procedures set forth in this Section 5.
(A) Method of Communication
(I) Next Day Transmission of Orders. On each Business Day, Service
Party shall aggregate and calculate the net purchase and
redemption orders for each Variable Account received by
Service Party prior to the Close of Trading on each Business
Day (the "Trade Date"). Prior to 8:30 a.m. New York Time (or
such other time as may be agreed by the parties from time to
time) on the next following Business Day, Service Party shall
communicate to Distributor or its designee by facsimile or any
other method agreed upon by the parties, the net aggregate
purchase or redemption orders (if any) for each Variable
Account received by the Close of Trading on the "Trade Date".
All orders communicated to Distributor or its designee by the
8:30 a.m. deadline (or such other time as may be agreed by the
parties from time to time) shall be treated by Distributor or
its designee as if received prior to the Close of Trading on
the Trade Date.
(II) Purchases. Service Party will use its best efforts to transmit
each purchase order to Distributor or its designee in
accordance with written instructions previously provided by
Distributor or its designee to Service Party. Service Party
will use its best efforts to initiate by wire transfer to
Distributor or its designee purchase amounts no later than
4:00 p.m. New York Time on the next Business Day following the
Trade Date.
(III) Redemptions. With respect to redemption orders placed by
Service Party by 8:30 a.m. New York Time (or such other time
as maybe agreed by the parties from time to time) on the first
Business Day following the Trade Date, Distributor or its
designee will use its best efforts to initiate by wire
transfer to Service Party proceeds of such redemptions no
later than 4:00 p.m. New York Time on the next Business Day
following the Trade Date. Such wires should be sent pursuant
to wire instructions provided by Service Party.
(IV) Confirmation. By Trade Date plus two Business Days, purchase
and redemption trades can be confirmed through one of the
following methods: Access through BNY Advisor Central or
direct calls to a Fund, its transfer agent or Fund Provider.
(B) Purchase Orders. Service Party agrees that purchase orders
transmitted by Service Party will be made only for the purpose of
covering purchase orders already received from the contract owner.
Further, Service Party shall transmit purchase orders received from
the contract owners immediately and shall not withhold the
transmittal of such orders so as to profit itself; provided,
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however, that the foregoing shall not prevent the purchase of shares
of the Fund by Service Party for its own bona fide investment.
Service Party agrees that it shall not effect any transactions
(including, without limitation, the transmission of any purchase and
redemption orders) in any shares of the Fund registered in the name
of, or beneficially owned by, any customer unless such customer has
granted Service Party full right, power and authority to effect such
transactions on the customer's behalf.
6. AGENCY.
To the extent Service Party transmits any purchase or redemption order for
a Variable Account, such purchase or redemption order will be transmitted by
Service Party (a) as limited agent of each of the Variable Accounts whose shares
are the subject of such purchase or redemption order and (b) pursuant to
instructions from the Variable Account or any other person with investment
discretion and authority for the assets that are the subject of the transaction
received by Service Party prior to the close of a Business Day.
7. RECORDKEEPING.
Recordkeeping and other administrative services to contract owners shall
be the responsibility of Service Party and shall not be the responsibility of
Fund Provider, Distributor or the Fund. Fund Provider, Distributor and the Fund
will not maintain separate accounts for Plan. Upon the request of one party to
another, the party that the request is being made of shall provide copies of all
records that it maintains relating to accounts of the Fund as may reasonably be
requested by each party to enable each party or their representatives to comply
with any request of a governmental body or self-regulatory organization.
8. ACCOUNT ACTIVITY AND DISTRIBUTION INFORMATION.
To the extent the account is not traded via NSCC or is maintained as a
Trust Network account:
(A) The Fund or its designee shall mail to Service Party (i)
confirmations of activity in each omnibus account within five
Business Days after each Business Day on which a purchase or
redemption of shares of the Fund is effected, (ii) within ten (10)
Business Days after the end of each quarter, a statement of account
which shall confirm all transactions made during that particular
quarter in the account, and (iii) such other information as agreed
to by the parties. Service Party will be provided access to BNY
Advisor Central or other electronic means used by the Fund or its
designee used for omnibus account transactional purposes.
(B) The Fund or its designee shall provide Service Party with all
distribution information as soon as it is announced by the Fund in a
format mutually agreeable to the parties. The distribution
information shall include the applicable ex-date, record date,
payable date, distribution rate per share, record date share
balances, cash and reinvested payment amounts and all other
information reasonably requested by Service Party.
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All account dividends and capital gains distributions will
automatically be reinvested in the applicable account on the payable
date at net asset value in accordance with the Fund's then current
prospectuses.
9. SHAREHOLDER COMMUNICATIONS.
The Fund or its designee shall provide or cause to be provided to Service
Party or its authorized representative, at no expense to Service Party, the
following shareholder communication materials prepared for circulation to
shareholders of record of the Fund in quantities reasonably requested by Service
Party which are sufficient to allow mailing thereof by Service Party to all
Plans that have an interest in the shares of the Fund through Variable Accounts
(the Beneficial Owners), as applicable: proxy or information statements, annual
reports, semi-annual reports, and all updated prospectuses, supplements and
amendments thereof. Notwithstanding the above, Service Party is not obligated to
distribute any proxy or information statements, annual reports, semi-annual
reports, and prospectuses, supplements and amendments thereof, except as
required by law. The cost of distribution of these shareholder communication
materials to shareholders of record of the Fund will be borne by the Fund and
the cost of distribution of these shareholder communication materials to
Beneficial Owners will be borne by Service Party to the extent that such
communications are required to be sent to the Beneficial Owners.
The Fund or its designee will, to the extent permitted by law and the
Fund's internal policies and procedures, provide Service Party on a timely basis
with investment performance information for the Fund, including (a) the top ten
portfolio holdings on a quarterly basis; and (b) on a quarterly basis, the
average annual total return for the prior year, three-year, five-year, ten-year
and life of the Fund periods.
All such information shall be accurate and complete. The Fund or its
designee will, to the extent permitted by law and the Fund's internal policies
and procedures, provide this information to Service Party or make such
information available on the Funds' website within ten Business Days after the
end of each quarter. In addition, the Fund Provider will use its reasonable
efforts to assist in preparing any communications relating to Contracts that may
offer the Fund as an investment option. Service Party may, based on the
Securities and Exchange Commission ("SEC") mandated information supplied by the
Fund or its designee, prepare communications for Plan ("Plan Materials"). In
addition, Service Party may, based on performance information supplied by third
party information providers (e.g., Lipper, Morningstar), prepare Plan Materials.
The Fund shall provide Service Party with copies of any advertising and sales
literature drafted by the Fund related to Service Party and shall allow a
reasonable period of time for Service Party to review such material prior to use
or submission of such material to any regulator. No representations can be made
about Service Party except in Service Party provided or approved documents.
Service Party and its agents will not make representations concerning the Fund
or shares of the Fund except those contained in the then-current prospectuses or
statements of additional information of the Fund, sales literature furnished by
Fund Provider to Service Party and Participant Materials and other sales
literature created by Service Party and submitted to and approved in writing by
Fund Provider prior to their first use.
10. FUND EXPENSES.
Service Party shall not bear any of the expenses for the cost of
registration of the Fund's shares, preparation of the Fund's prospectuses, proxy
materials and reports, or the
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preparation of other related statements and notices required by law. No expenses
incident to the performance of the Fund under this Agreement shall be paid by
Service Party.
11. COMPENSATION AND EXPENSES.
(A) Fees.
(I) Service Provider's affiliate, as broker-dealer of record,
pursuant to a Dealer's Agreement executed with the
Distributor, may receive the Rule 12b-l fees payable under a
Fund's current prospectus.
(II) The parties agree that the fees payable pursuant to (i) above
will be paid to the dealer of record on the omnibus accounts
as designated by the Service Party or its designee.
(III) The parties hereto agree that the payment of Rule 12b-1 fees
under this Section 11 does not constitute payment in any
manner for investment advisory services.
(B) Notwithstanding anything herein to the contrary, the Fund and Fund
Provider shall not be obligated to make any payments under this
Agreement that exceed the maximum amounts permitted under any
applicable rule or regulation, including any rule promulgated by the
Financial Industry Regulatory Authority ("FINRA") (the "Applicable
Limitations"). Service Party agrees that any amount due under this
Agreement that the Fund or Fund Provider determines to be in excess
of the Applicable Limitations may be paid by another entity
designated by the Fund or Fund Provider (an "Alternative Payer").
Any decision to designate an Alternative Payer shall be within the
sole discretion of the Fund or Fund Provider. Each of the Fund and
Fund Provider agrees that: (i) Service Party may submit a single
xxxx for monies owed under this Agreement; (ii) Fund Provider shall
be solely responsible to ensure that any Applicable Limitations are
not exceeded; and (iii) Fund Provider shall be responsible to ensure
that any Alternative Payer discharges its obligations consistent
with the provisions of this Agreement.
(C) Service Party will furnish Fund Provider, Distributor, the Fund or
their designees with such information as they may reasonably request
(including, without limitation, periodic certifications confirming
the provision of the Services), and will otherwise cooperate with
Fund Provider, Distributor, the Fund and their designees (including,
without limitation, any auditors designated by the Fund), in
connection with the preparation of reports to the Board of Trustees
concerning this Agreement and the monies paid or payable pursuant
hereto, as well as any other reports or filings that may be required
by law.
12. COMPLIANCE WITH LAWS; RELIANCE ON INSTRUCTIONS.
(A) Fund Provider, Distributor and the Fund acknowledge and agree that
Service Party is not responsible for: (i) any information contained
in any prospectus, registration statement, annual or semi -annual
report, proxy statement, or item of advertising or marketing
material prepared by Fund Provider, Distributor or
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the Fund which relates to the Fund; (ii) registration or
qualification of any shares of the Fund under any federal or state
laws; or (iii) compliance by Fund Provider, Distributor and the Fund
with all applicable federal and state laws, rules and regulations,
the rules and regulations of any self-regulatory organization with
jurisdiction over the above-named parties, and the provisions of the
Fund's prospectuses and statements of additional information (the
foregoing laws, rules and regulations are collectively referred to
herein as "Applicable Law").
(B) Service Party shall comply with all Applicable Law, to the extent it
is subject to the Applicable Law, specifically including but not
limited to Rule 22c-l(a) under the 1940 Act and all requirements to
provide specific disclosures to Plan participants regarding fees
paid under this Agreement. Service Party has policies and procedures
in place in order to comply with all such requirements as applicable
and effective, including its obligations under the provisions of the
International Money Laundering Abatement Act, the USA PATRIOT Act,
the Bank Secrecy Act ("BSA") and any other anti-money laundering
law, rule or regulation applicable to Service Party as a financial
institution under the BSA, or otherwise. Subject to legal
restrictions, Service Party will, upon request, promptly provide to
the Fund, Distributor or Fund Provider evidence of those policies
and procedures and Service Party's compliance therewith and/or
evidence establishing the identities and sources of funds for each
purchase of shares of the Fund. Service Party acknowledges and
agrees that Fund Provider, Distributor and the Fund are not
responsible for Service Party's compliance with Applicable Law.
(C) Service Party agrees that any orders transmitted to the Fund or its
designees are subject to the terms and conditions of the Fund's
prospectuses (including, without limitation, those provisions
regarding the purchase, exchange and redemption of Fund shares and
policies to deter market timing and other inappropriate trading
activity such as any redemption/exchange fee ("Redemption Fee") and
any limitations on exchanges), the terms of the group annuity
contracts and are subject to acceptance or rejection by the Fund in
its sole discretion. Service Party's handling of orders for
transactions of Fund shares shall also comply with Service Party's
internal policies and procedures, which Service Party believes to be
appropriate and sufficient with regard to the handling of Fund
orders on a timely basis and which Service Party believes provide
adequate controls and procedures to ensure ongoing compliance with
all Applicable Law and the Fund's prospectuses. Service Party shall
monitor for inappropriate trading activity such as market timing,
excessive short-term trading and such other activity described in
the Fund's prospectuses as being inappropriate or impermissible and
shall inform the Fund of any such activity that Service Party
identifies. Service Party will promptly provide the Fund with
information it reasonably requests regarding transactions in Fund
shares by Plan participants and will assist the Fund in taking
appropriate action permitted by the terms of the group annuity
contracts against any contract owners identified as engaging in
inappropriate trading activity, including restricting purchases of
Fund shares by those contract owners.
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(D) Each party hereto is entitled to rely on any written records or
instructions provided to it by a responsible person(s) of the other
party(ies).
(E) Each party shall notify the other of any errors or omissions in any
information, including the net asset value and distribution
information set forth above, and interruptions in, or delay or
unavailability of the means of transmittal or any such information
as promptly as possible.
13. INDEMNIFICATION.
(A) Service Party shall indemnify, defend and hold harmless the Fund,
Fund Provider, Distributor and each of their respective trustees,
directors, officers, employees, and agents, and each person who
controls each of them within the meaning of the Securities Act of
1933, as amended (the "1933 Act"), from and against any and all
losses, claims, damages, liabilities and expenses, including
reasonable attorneys' fees ("Losses") they may incur, insofar as
such Losses arise out of or are based upon (i) Service Party's gross
negligence or wilful misconduct in the performance of its duties and
obligations under this Agreement, (ii) Service Party's violation of
Applicable Law in connection with the performance of its duties and
obligations under this Agreement, (iii) any breach by Service Party
of any provision of this Agreement, including any representation,
warranty or covenant made in this Agreement, (iv) any untrue
statement or alleged untrue statement of any material fact contained
in information furnished by Service Party, (v) the omission or
alleged omission to state in a registration statement, prospectus,
informational brochure or other similar material a material fact
required to be stated therein or necessary to make the statements
therein not misleading, (vi) conduct, statements or representations
of Service Party or its agents, with respect to the sale and
distribution of Contracts for which Fund shares are an investment
option, and (vii) any failure to register Contracts or Variable
Account that do not meet any exemptions under Applicable Law or
failure to otherwise comply with Applicable Laws. Service Party
shall not be liable in any such case to the extent that a statement,
omission or representation or alleged statement, alleged omission or
alleged representation was made in reliance upon and in conformity
with written information furnished to Service Party by or on behalf
of the Fund, Fund Provider and Distributor specifically for use
therein. Service Party shall also reimburse the above named persons
for any legal or other expenses reasonably incurred by any of them
in connection with investigating or defending against such Losses,
provided however that Service Party shall have prior approval of the
use of counsel or the expenditure of expenses, which approval shall
not be unreasonably withheld. This indemnity provision is in
addition to any other liability that Service Party may otherwise
have to Fund Provider, Distributor or the Fund.
(B) Fund Provider and Distributor shall indemnify, defend and hold
harmless Service Party and its directors, officers, employees,
agents and each person who controls Service Party within the meaning
of the 1933 Act, from and against any and all Losses they may incur,
insofar as such Losses arise out of or are based upon (i) Fund
Provider or Distributor's gross negligence or wilful misconduct in
the performance of its duties and obligations under this Agreement,
(ii) Fund Provider or Distributor's violation of Applicable Law in
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connection with the performance of the duties and obligations under
this Agreement, (iii) any breach by Fund Provider, Fund or
Distributor of any provision of this Agreement, including any
representation, warranty or covenant made in this Agreement, (iv)
any untrue statement or alleged untrue statement of any material
fact contained in information furnished by Fund Provider or
Distributor, (v) the omission or alleged omission to state in the
registration statements, prospectuses or statements of additional
information of the Fund, a material fact required to be stated
therein or necessary to make the statements therein not misleading
and (vi) failure to keep the Fund qualified as a registered
investment company under Applicable Law, and if applicable, fully
diversified as is required by the Code and applicable regulations
thereunder. Fund Provider, Fund and Distributor shall not be liable
in any such case to the extent that a statement, omission or
representation or alleged statement, alleged omission or alleged
representation was made in reliance upon and in conformity with
written information furnished to Fund Provider, Fund or Distributor
by or on behalf of Service Party specifically for use therein. Fund
Provider, Fund and Distributor shall also reimburse the above named
persons for any legal or other expenses reasonably incurred by any
of them in connection with investigating or defending against such
Losses, provided however that Fund Provider, Fund and Distributor
shall have prior approval of the use of counsel or the expenditure
of expenses, which approval shall not be unreasonably withheld. This
indemnity provision is in addition to any other liability that Fund
Provider, Fund or Distributor may otherwise have to Service Party.
(C) Promptly after receipt by a party entitled to indemnification under
this Section 13 (an "Indemnified Party") of notice of the
commencement of an investigation, action, claim or proceeding, such
Indemnified Party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 13, notify the
indemnifying party of the commencement thereof but the failure to
notify the indemnifying party will not relieve it from any liability
which it may have to any Indemnified Party otherwise than under this
Section 13. The indemnifying party will be entitled to assume the
defense thereof, with counsel reasonably satisfactory to the
Indemnified Party. After notice from the indemnifying party of its
intention to assume the defense of an action and the appointment of
satisfactory counsel, Indemnified Party shall bear the expenses of
any additional counsel obtained by it, and the indemnifying party
shall not be liable to such Indemnified Party under this Section for
any legal expenses subsequently incurred by such Indemnified Party
in connection with the defense thereof other than reasonable costs
of investigation. The indemnifying party shall not, without the
prior written consent of the Indemnified Party, settle or compromise
the liability of the Indemnified Party; provided however, that in
the event that the Indemnified Party fails to provide its written
consent, the indemnifying party shall thereafter be liable only to
the extent of the amount for which the action could otherwise have
been settled or compromised.
(D) No party to this Agreement will be liable to any other party of this
Agreement for any special, indirect, incidental, or consequential or
similar damages,
9
including, but not limited to, lost revenue, lost profits, or lost
or damaged data, even if the other party was advised of the
possibility of such damages.
14. REPRESENTATIONS AND WARRANTIES.
(A) Each of Fund, Distributor and Fund Provider, severally, hereby
represents and warrants to Service Party that:
(I) It has the corporate or trust (as the case may be) power and
the authority to enter into and perform all of its duties and
obligations under this Agreement;
(II) This Agreement constitutes a legal, valid and binding
obligation, enforceable against each above-named party in
accordance with its terms;
(III) 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;
(IV) The execution, performance and delivery of this Agreement by
each of the Fund, Distributor or Fund Provider, as applicable,
will not result in it violating any Applicable Law or
breaching or otherwise impairing any of its contractual
obligations;
(V) Prospectuses or other materials concerning the Fund are
complete and accurate in all material respects and do not
contain any material omission or misstatement of a material
fact necessary to make the information not misleading;
(VI) Distributor represents that the Funds are registered as
investment companies under the 1940 Act and Fund shares sold
by the Funds are, and will be, registered under the Securities
Act of 1933, as amended;
(VII) Distributor represents that it is registered as a
broker-dealer under the Securities Exchange Act of 1934, as
amended, and may properly cause Fund shares to be made
available for the purposes of this Agreement pursuant to
distribution agreements between the Funds and the Distributor;
(VIII) Each Fund is currently qualified as a registered investment
company and complies with Subchapter M of the Internal Revenue
Code of 1986, as amended.
(B) Service Party hereby represents and warrants to the Fund,
Distributor and Fund. Provider that:
(I) It has the corporate power and the authority to enter into and
perform all of its duties and obligations under this
Agreement;
10
(II) This Agreement constitutes its legal, valid and binding
obligation, and is enforceable against it in accordance with
its terms;
(III) (iii) 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;
(IV) The fees paid to it pursuant to this Agreement are reasonable
in relation to the Services it provides and at the time this
Agreement was negotiated, the fees were reasonably similar to
fees received for equivalent services provided to other
parties for equivalent share classes;
(V) The execution, performance and delivery of this Agreement by
Service Party will not result in it violating any Applicable
Law or breaching or otherwise impairing any of its contractual
obligations; and
(VI) It is aware that the Fund is not sold solely as a funding
vehicle for variable annuity and life insurance separate
accounts and therefore has not obtained an order from the SEC
providing an exemption from the provisions of Sections 9(a),
13(a), IS(a) and IS(b) of 1940 Act, and Rules 6e-2(b)(IS) and
6e-3(T)(b)(IS) thereunder and is further aware that the Fund
does not certify compliance with the Sections of the Internal
Revenue Code and Treasury Regulations relating to the
diversification requirements for variable annuity, endowment,
or life insurance contracts.
15. TERMINATION.
Notwithstanding any of the following provisions of this section
("Termination") this Agreement and all related agreements shall remain in force
and in effect for so long as allocations to any or all of the Variable Accounts
and/or Plans remain invested in Fund shares. Any party may terminate this
Agreement as to the availability of shares of the Fund: (a) by providing 90
days' written notice to the other parties; (b) at any time by giving 60 days'
written notice to the other parties in the event of a material breach of this
Agreement by the other party that is not cured during such 60-day period; (c)
upon institution of formal proceedings relating to the marketing of Contracts,
the Variable Accounts, Service Party, Fund Provider, the Fund, Distributor or
legality of the terms and conditions of this Agreement by the Financial Industry
Regulatory Authority ("FINRA"), the SEC, or any other regulatory body; (d) upon
assignment of this Agreement in contravention of the terms hereof; (e) in the
event Variable Accounts, the Contracts, or Fund shares are not registered,
issued or sold in conformity with Applicable Law or such Applicable Law
precludes the use of Fund shares as an underlying investment medium of Contracts
issued or to be issued by Service Party to the Plans (prompt notice shall be
given by the terminating party to the other parties in the event the conditions
of this provision occur); (f) upon a decision by Service Party, in accordance
with applicable securities regulations or a Plan, to substitute Fund shares with
the shares of another investment company for Contracts for which the Fund shares
have been selected to serve as the underlying investment medium (Service Party
will give 60 days' written notice to the Fund, Distributor and the Fund Provider
upon the occurrence of any proposal to substitute Fund shares); (g) upon such
shorter notice as is required by law, order, or instruction by a
11
court of competent jurisdiction or a regulatory body or self-regulatory
organization with jurisdiction over the terminating party (upon termination and
upon request (and, if requested, at the expense of the requesting party), the
other parties to this Agreement shall deliver to the requesting party any
Variable Account and Fund records which the requesting party may be required by
law or regulation to have access to or to maintain); (h) at any time upon the
determination by the Fund Provider, Distributor and/or the Fund that liquidation
of the Fund is in the best interest of the Fund or its beneficial owners
(reasonable advance notice of election to liquidate shall be provided to Service
Party in order to permit the substitution of Fund shares, if necessary, with
shares of another investment company pursuant to the 1940 Act and other
applicable securities regulations); (i) at the option of Service Party, if Fund
shares are not reasonably available to meet the requirements of the Contracts as
determined by Service Party (reasonable advance notice of election to terminate
(and time to cure) shall be furnished by Service Party); (j) if the applicable
group annuity products are not treated as annuity contracts by applicable
regulatory entities or under applicable rules and regulations; (k) if the
Variable Accounts are not deemed "segregated asset accounts" by the applicable
regulatory entities or under applicable rules and regulations; (1) at the option
of Service Party, if Service Party determines, in its sole judgment reasonably
exercised in good faith, that the Fund Provider, Distributor and/or the Fund has
suffered a material adverse change in its business or financial condition or is
the subject of material adverse publicity and such material adverse change or
material adverse publicity is likely to have a material adverse impact upon the
business and operation of Service Party (Service Party shall notify the Fund
Provider, Distributor and the Fund in writing of such determination and its
intent to terminate this Agreement, and after considering the actions taken by
the Fund Provider, Distributor and the Fund and any other changes in
circumstances since the giving of such notice, such determination of Service
Party shall continue to apply on the sixtieth (60th) day following the giving of
such notice, which sixtieth day shall be the effective date of termination); (m)
at the option of the Fund Provider, Distributor and the Fund, if the Fund
Provider, Distributor and/or the Fund shall determine, in their sole judgment
reasonably exercised in good faith, that Service Party has suffered a material
adverse change in its business or financial condition or is the subject of
material adverse publicity and such material adverse change or material adverse
publicity is likely to have a material adverse impact upon the business and
operation of the Fund Provider, Distributor and/or the Fund (the Fund Provider,
Distributor and the Fund shall notify Service Party in writing of such
determination and their intent to terminate this Agreement, and after
considering the actions taken by Service Party and any other changes in
circumstances since the giving of such notice, such determination of the Fund
Provider, Distributor and the Fund shall continue to apply on the sixtieth
(60th) day following the giving of such notice, which sixtieth day shall be the
effective date of termination).
16. GOVERNING LAW.
This Agreement shall be governed by and interpreted in accordance with the
laws of the Commonwealth of Pennsylvania, without respect to its choice of law
provisions and in accordance with the 1933,1934 and 1940 Acts and the rules and
regulations thereunder including such exemptions from those statutes, rules and
regulations as the SEC may grant and applicable state insurance laws. In the
case of any conflict, the 1940 Act shall control.
17. AMENDMENT AND WAIVER.
No modification of any provision of this Agreement will be binding unless
in writing and executed by all parties to the Agreement. No waiver of any
provision of this Agreement will be binding unless in writing and executed by
the party granting such waiver. Any valid
12
waiver of a provision set forth herein shall not constitute a waiver of any
other provision of this Agreement. In addition, any such waiver shall constitute
a present waiver of such provision and shall not constitute a permanent future
waiver of such provision.
18. ASSIGNMENT.
This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns; provided, however, that
neither this Agreement nor any rights, privileges, duties or obligations of the
parties may be assigned by a party without the written consent of the other
parties or as expressly contemplated by this Agreement.
19. ENTIRE AGREEMENT.
This Agreement, including all exhibits, contains the entire agreement
between the parties with respect to the transactions covered and contemplated
hereunder, and supersedes all prior agreements and understandings between the
parties relating to the subject matter hereof.
20. NO JOINT VENTURE, ETC.
Neither the execution nor performance of this Agreement shall be deemed to
create a partnership or joint venture by and among Service Party, Fund Provider,
Distributor and the Fund. Service Party shall have no authority to act as agent
for the Fund, Distributor or Fund Provider in any matter or in any respect,
except as described herein.
21. NOTICES.
All notices hereunder shall be given in writing (and shall be deemed to
have been duly given upon receipt) and delivered in person, email, by telecopy
(with a paper copy provided via U.S. mail), by registered or certified mail or
by overnight delivery (postage prepaid, return receipt requested) to the persons
listed below at the following addresses:
To the Service Provider:
AMERICAN UNITED LIFE INSURANCE COMPANY
XXX XXXXXXX
XxxXxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: General Counsel
To the Fund and Fund Provider:
DELAWARE MANAGEMENT COMPANY.
A series of Macquarie Investment Management Business Trust
One Commerce Square
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: General Counsel
13
To Distributor:
DELAWARE DISTRIBUTORS, L.P.
One Commerce Square
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, P A 19103
Attn: General Counsel
22. EXPENSES.
(A) All expenses incident to the performance by each party of its
respective duties under this Agreement shall be paid by the party,
except as otherwise provided in this Agreement.
(B) Service Party shall be responsible for any and all expenses incurred
as a result of removing a Fund as an available investment option
under the Contract.
(C) Each of Service Party, the Fund, Fund Provider and Distributor
agrees to provide reasonable advance notice of the election to
remove a Fund as an available investment option in order to permit
the parties to file documentation as may be required under
Applicable Law.
23. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.
24. SURVIVAL.
The provisions of Sections 5, 11, 13, 14, 27, 30, 31 and 32 shall survive
termination of this Agreement. In addition, all provisions of this Agreement
shall survive termination of this Agreement with respect to any Variable
Accounts of Plans invested in a Fund at the time the termination becomes
effective and shall survive for so long as such Variable Accounts and/or Plans
remain so invested.
25. NON-EXCLUSIVITY.
Each of the parties acknowledges and agrees that this Agreement and the
arrangements described herein are intended to be non-exclusive and that each of
the parties is free to enter into similar agreements and arrangements with other
entities.
26. SEVERABILITY.
If any provision of this Agreement shall be held or made invalid by court
decision, statute, rule or otherwise, the remainder of the Agreement shall not
be affected thereby.
27. INTELLECTUAL PROPERTY.
Except to the extent required by applicable law, no party shall use any
other party's names, logos, trademarks or service marks, whether registered or
unregistered, without the prior consent of the other party.
14
28. REMEDIES NOT EXCLUSIVE.
The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties to this Agreement are entitled to under
state and federal laws.
29. MISCELLANEOUS.
The obligations of a Fund entered into in the name or on behalf thereof by
any of the trustees, officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
trustees, shareholders, officers, representatives or agents of the Fund
personally, but bind only the Trust Property (as defined in the Declaration of
Trust), and all persons dealing with any class of shares of a Fund must look
solely to the Trust Property belonging to such class for the enforcement of any
claims against the Fund. No Fund shall be responsible for any claims against any
other Fund.
30. RULE 22C-2 COMPLIANCE.
All parties to this Agreement agree to comply with the applicable
provisions of Rule 22c-2 of the 1940 Act by the effective date of Rule 22c-2
pursuant to a separate written agreement executed by the parties.
31. CONFIDENTIALITY.
(A) All confidential information of a party and of the third parties
with which it does business, including without limitation
information relating to computer systems, portfolio holdings
information, participant data, customer lists and business plans, is
collectively referred to as its "Confidential Information." Except
as expressly permitted by this Agreement, each party hereto will:
(i) keep and maintain all Confidential Information of the other
parties in strict confidence, using such degree of care as is
appropriate to avoid unauthorized use or disclosure; (ii) not,
directly or indirectly, disclose any Confidential Information of the
other party or parties to any third party, except with the other
party's or parties' prior written consent; and (iii) not make use of
the other party's or parties' Confidential Information for its own
purposes or the benefit of any party except the other.
(B) Each party will be permitted to disclose the others' Confidential
Information only to its employees, legal counsel, auditors and
agents (collectively, "Employees") having a need to know the
Confidential Information in connection with the performance of its
obligations under this Agreement. The parties will instruct their
respective Employees as to their obligations under this Agreement.
Despite any contrary provision in this Agreement, any party may
disclose the others' Confidential Information to the extent required
to comply with law or a court order; provided, however, that each
party must promptly notify the other parties of receipt of a request
for Confidential Information made pursuant to law or court order,
give the other parties a reasonable opportunity to prevent the
disclosure of the Confidential Information, and reasonably cooperate
with the other parties in any efforts they make to prevent the
disclosure of the Confidential Information.
15
(C) Despite any contrary provision in this Agreement, Confidential
Information of a party will not include information that: (i) is or
becomes generally known to the public not as a result of a
disclosure by the other parties, (ii) is rightfully in the
possession of the other parties before disclosure by the first
party, (iii) is independently developed by the other parties without
reliance on the Confidential Information, or (iv) is received by the
other parties in good faith and without restriction from a third
party not under a confidentiality obligation to the first party and
having the right to make such disclosure. The parties each
acknowledge that the disclosure of the others' Confidential
Information may cause irreparable injury to the others and damages
which may be difficult to ascertain. Therefore, each party will be
entitled to injunctive relief upon a disclosure or threatened
disclosure of any of its Confidential Information that would violate
the terms of this Agreement. Without limitation of the foregoing,
each party will advise the others immediately in the event that it
learns or has reason to believe that any person or entity which has
had access to Confidential Information has violated or intends to
violate the terms of this Agreement.
32. MAINTENANCE OF RECORDS.
Each party will maintain and preserve all records as required by law to be
maintained and preserved by it in connection with the performance of its
obligations under this Agreement. Upon the reasonable request of another party,
a party will provide copies of historical records relating to transactions
between the Fund and the Plan, written communications regarding the Fund to or
from the Plan and other materials that enable the requesting party to monitor
and review the other party's or parties' performance or perform general customer
supervision.
33. INSURANCE COVERAGE.
Each party shall maintain reasonable insurance coverage for errors and
omissions and reasonable bond coverage for fraud.
[Signature Page Follows]
16
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
written above.
AMERICAN UNITED LIFE INSURANCE COMPANY
BY: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
DELAWARE MANAGEMENT COMPANY, A SERIES OF
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST
BY: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
DELAWARE DISTRIBUTORS, L.P.
BY: /s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
DELAWARE FUNDS(SM) BY MACQUARIE LISTED ON
EXHIBIT A HERETO
BY: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
17
EXHIBIT A
FUND LIST
ALL EQUITY AND FIXED INCOME CLASS A SHARES OF THE DELAWARE FUNDS(SM) BY
MACQUARIE, EXCEPT FOR THE DELAWARE LIMITED-TERM DIVERSIFIED INCOME
FUND, THE DELAWARE ULTRA SHORT FUND AND ALL DELAWARE TAX FREE FUNDS
AND
ALL CLASS R6 SHARES OF THE DELAWARE FUNDS(SM) BY MACQUARIE
SEPARATE ACCOUNT LIST
American United Life Unit Investment Trust
American United Life Group Retirement Annuity
18
EXHIBIT B
NSCC OPERATIONAL GUIDELINES
I. AUTOMATED TRADING SERVICES
Based on the aggregate orders that Service Provider receives for each Variable
Account on each Business Day ("Trade Date"), Service Provider shall transmit, or
cause to be transmitted, to Distributor or its designee a file containing the
net order for each Fund received prior to the time the NAV of the Fund has been
determined (normally 4:00 P.M. EST on each Business Day) ("NAV Deadline") for
receipt by the Fund on Trade Date plus one. This file shall be transmitted via
the automated clearance and settlement systems of the National Securities
Clearing Corporation ("NSCC") through its Defined Contribution Clearance &
Settlement platform ("DCC&S") (together, the "Automated Systems"), unless there
is a failure of Automated Systems, as described in Section II, below. The
Automated Systems permit the transmission of orders and registration data
between Service Provider and the Funds. Orders, registration, and corrections
related to orders provided to Distributor or its designee through the Automated
System shall be accurate, complete and in the format prescribed by the NSCC.
II. FAILURE OF AUTOMATED SYSTEMS
1. If any party is unable to access the Automated Systems, such party shall
use its best efforts to promptly notify the other party via telephone
and/or facsimile.
2. If Service Provider is unable to access the Automated Systems, Service
Provider will be able to place trades the following Business Day on an "as
of basis in a report described in Section 11.3. below. "As of trades must
be transmitted by facsimile or electronic mail to Distributor or its
designee no later than 8:30 AM. EST on Trade Date plus one.
3. In cases where there is a failure of the Automated Systems, Service
Provider shall transmit to Distributor or its designee by 8:30 AM. EST a
report containing all orders (dollar amounts) received by Service Provider
on behalf of each "omnibus" account for each Fund, by facsimile or such
other means mutually agreed upon by the parties. The report transmitted on
any Business Day shall reflect only those orders that Service Provider
received from contract owners with respect to each such Fund between the
NAV Deadlines occurring on the two Business Days immediately preceding the
Business Day on which such report is transmitted. Service Provider shall
transmit this report to Distributor or its designee on each Business Day
that there was a failure of the Automated Systems, including Business Days
on which there was no purchase, transfer, or redemption activity. Service
Provider shall notify Distributor or its designee by 8:30 AM. EST if
Service Provider will be unable to transmit such report on any given
Business Day.
4. In cases where there is a failure to use the Automated Systems,
Distributor or its designee shall provide to Service Provider, or cause to
be provided to Service Provider, notice of dividend declarations, annual
meetings and other corporate
19
actions. In the case of dividend declarations, the notice shall be
provided on the record date established for the payment of dividends or
capital gains distributions.
5. In cases where there is a failure to use the Automated Systems,
Distributor or its designee shall provide to Service Provider, or cause to
be provided to Service Provider, a daily confirmation of each transaction
in each "master" or "omnibus" account and a monthly statement with respect
to each such account as described in each Fund's prospectus.
III. MONEY MOVEMENT SERVICES
1. If both parties are able to access the Automated Systems, daily settlement
will occur in accordance with the rules and regulations of the NSCC as may
be amended from time to time.
2. If a party is unable to access the Automated Systems, by 1:00 P.M. EST on
each Business Day on which Service Provider shall have transmitted a net
redemption order, Distributor or its designee will wire transfer, or cause
to be wired transferred, by Federal Funds wire to Service Provider the
proceeds of the net redemption order for each Fund as appropriate. Such
wire transfers shall be initiated in accordance with the wire instruction
provide by Service Provider to Distributor or its designee; provided,
however, that, in the event that the "master" or "omnibus" account in any
Fund is to be redeemed in full such that it will have a zero balance on
such day, then Distributor or its designee reserves the right to wire
transfer, or cause to be wired transferred, the redemption proceeds within
the time periods set forth in such Fund's prospectus. On each Business Day
on which Service Provider shall have transmitted a net purchase order,
Service Provider will cause to be wired transferred, by Federal Funds
wire, to Distributor or its designee the cash value of the net purchase
order for each Fund as appropriate. Such wire transfers shall be initiated
in accordance with the wire instruction provide to Service Provider by
Distributor or its designee.
20
