TRADE PROCESSING AGREEMENT
This Agreement is entered into as of May 28, 2004 and among Fifth Third
Funds (the "Trust"), a Massachusetts business trust, American United Life
("Administrator"), an Indiana Insurance Co., and Fifth Third Bank, an Ohio
banking corporation ("Fifth Third"), with respect to each currently existing
investment portfolio of the Trust and each investment portfolio of the Trust
that may be established from time to time (such investment portfolios being
individually referred to herein as the "Fund" and collectively as the "Funds.")
The Trust is a registered management investment company.
Fifth Third Bank serves in the capacity of Transfer Agent for the Trust.
Administrator provides administrative services comprised of, but not
limited to, recordkeeping, reporting and processing services (the
"Administrative Services") to qualified employee benefit plans (the "Plans").
Administrative Services for each Plan include processing and transfer
arrangements for the investment and reinvestment of Plan assets in investment
media specified by an investment adviser, sponsor or administrative committee of
the Plan (a "Plan Representative") generally upon the direction of Plan
beneficiaries (the "Participants").The Administrative Services are provided by
Administrator under service agreements with various Plans.
The Trust, Administrator and Fifth Third desire to facilitate the purchase
and redemption of shares of the Funds (the "Shares") on behalf of the Plans and
their Participants through one or more accounts (not to exceed one per Plan) in
each Fund (individually an "Account" and collectively the "Accounts"), subject
to the terms and conditions of this Agreement.
Accordingly, the parties hereto agree as follows:
1. Performance of Services. Administrator agrees to perform the
administrative services and functions specified in Schedule A attached hereto
(the "Services") with respect to Shares owned by Plans and included in the
Accounts.
2. Pricing Information. Fifth Third or its designee will furnish
Administrator, subject to availability, on each business day that the New York
Stock Exchange is open for business ("Business Day"), with (i) net asset value
information for each Fund as of the close of regular trading (currently 4 :00
p.m. Eastern Time) on the New York Stock Exchange or at such other times at
which a Fund's net asset value is calculated as specified in such Fund's
prospectus (the "Close of Trading"), and (ii) dividend and capital gains
information for each Fund as it becomes available. Fifth Third or its designee
shall provide such information, subject to availability, to Administrator by
7:00 p.m. Eastern Time on the same Business Day. Fifth
Third or its designee will provide Administrator annually with a fund
distribution calendar for dividends and capital gains.
3. Orders; Distributions. Upon the receipt of instructions from
Participants or Plan Representatives, Administrator shall date and time stamp
such instructions and shall transmit to Fifth Third or its designee orders to
purchase or redeem Shares for specified Accounts on the basis of those
instructions. Administrator agrees that orders for net purchases or net
redemptions of Shares for each specified Account derived from instructions
received in proper form by Administrator from Participants or Plan
Representatives prior to the Close of Trading on any given Business Day shall be
processed that same evening and transmitted to Fifth Third or its designee by 7
:00 a.m. Eastern Time on the next Business Day. Administrator agrees that
payment for net purchases of Shares attributable to all orders executed for the
Accounts shall be wired by Administrator or its designee to a custodial account
designated by Fifth Third no later than 3:00 p.m. Eastern Time on the Business
Day following the Business Day that instructions in proper form are received and
processed by Administrator. If payment for a net purchase of Shares is not wired
by the time set forth in the preceding sentence, Fifth Third reserves the right
to cancel the trade. Subject to Administrator's compliance with the foregoing,
Administrator will be considered an agent for the Trust and the Business Day on
which instructions are received in proper form by Administrator from
Participants or Plan Representatives by the Close of Trading will be the date as
of which Shares will be purchased and redeemed as a result of such instructions.
Instructions received in proper form by Administrator from Participants or Plan
Representatives after the Close of Trading on any given Business Day shall be
treated as if received on the next following Business Day. Dividends and capital
gains distributions will be issued in additional shares of the applicable Fund
at net asset value in accordance with each Fund's then-current prospectus.
4. Maintenance of Records. Each Party or its designee shall maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the Services and in making Shares available to the
Plans. Upon the request of the Trust or its designee, Administrator shall
provide copies of all the historical records relating to transactions between
the Funds and the Plans, written communications regarding the Funds to or from
such Plans and other materials, in each case (i) as are maintained by
Administrator in the ordinary course of its business and in compliance with laws
and regulations governing transfer agents, and (ii) as may reasonably be
requested to enable the Trust or its representatives, including without
limitation its auditors or legal counsel, to (a) monitor and review the
Services, (b) comply with any request of a governmental body or self-regulatory
organization or a Plan; (c) verify compliance by Administrator with the terms of
this Agreement, (d) make required regulatory reports, or (e) perform general
customer supervision. Administrator agrees that it will permit the Trust or such
representatives to have reasonable access to its personnel and records in order
to facilitate the monitoring of the quality of the Services.
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5. Compliance with Laws. At all times, Administrator shall comply with all
laws, rules and regulations applicable to a transfer agent under the Federal
securities laws, including without limitation, requirements for delivery of
prospectuses (which term includes prospectus supplements). Whether or not
required by applicable law, Administrator shall deliver or arrange for the
delivery of prospectuses to Plan Representatives and to Participants in
Participant-directed Plans.
6. Representations With Respect to Funds. Administrator and its agents and
representatives shall not make any representations concerning a Fund or the
Shares except those contained in the then-cUlTent prospectus of such Fund and in
current Fund sales literature
7. Relationship of Parties. Except to the extent provided in Section 3, it
is understood and agreed that all Services performed hereunder by Administrator
shall be as an independent contractor and not as an employee or agent of Fifth
Third or the Trust, and none of the parties shall hold itself out as an agent of
any other party with the authority to bind such party.
8. Use of Fifth Third' Name. Except as otherwise expressly provided for in
this Agreement, Administrator shall not use, nor shall it allow its employees or
agents to use any name, logo, trademark, service ▇▇▇▇ or other proprietary
designation of Fifth Third, any affiliate of Fifth Third, or any products or
services sponsored, managed, advised, administered, or distributed by Fifth
Third or any of its affiliates, for advertising, trade, or any other purposes
whatsoever without the express prior written consent of Fifth Third.
9. Fees and Expenses. No fees or expenses will be considered for the
services rendered hereunder.
10. Termination. This Agreement shall terminate
(a) at the option of the Trust, Administrator or Fifth Third upon 60 days'
advance written notice to the other parties hereto; or
(b) in the event of a material breach that has not been cured within 10
days following a written notice of breach to the breaching party.
11. Indemnification. Administrator agrees to indemnify and hold harmless
Fifth Third, the Trust, the Trust's investment advisers, the Trust's
adminstrators, and each of their directors, trustees, officers, employees,
agents and each person, if any, who controls them within the meaning of the
Securities Act of 1933, as amended (the "Securities Acf'), against any losses,
claims, damages, liabilities or expenses to which an indemnitee may become
subject insofar as those losses, claims, damages, liabilities or expenses (or
actions in respect thereof) arise out of or are based upon (i) any orders that
are not timely transmitted by Administrator in accordance with Section 3 of this
Agreement or any trades that are cancelled by Fifth Third
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based upon payments for purchases of Shares that are not timely wired; (ii)
Administrator's negligence or willful misconduct in performing the Services;
(iii) any breach by Administrator of any material representation, warranty or
covenant made in this Agreement or (iv) any requests that are submitted by duly
authorized representatives of Administrator on behalf of Participants or Plan
Representatives for transaction adjustments (including, but not limited to, the
pricing of net purchases or net redemptions of Shares on an ''as of' basis).
Administrator will reimburse the indemnities for any legal or other expenses
reasonably incurred, as incurred, by them in connection with investigating or
defending such losses, claims or actions. In addition, the Trust and Fifth Third
agree to indemnify and hold harmless the Administrator against any and all
losses, damages, liabilities or expenses that arise out of or are based upon a
pricing error due to incorrect pricing information provided by Fifth Third or
the Trust to Administrator.
12. Additional Representations. Warranties and Covenants. Each party
represents that (a) it is free to enter into this Agreement and that by doing so
it will not breach or otherwise impair any other agreement or understanding with
any other person, corporation or other entity and (b) it has full power and
authority under applicable law, and has taken all action necessary, to enter
into and perform this Agreement. Administrator further represents, warrants and
covenants that:
(i) the arrangements provided for in this Agreement will be disclosed to
the Plans through their representatives;
(ii) it will not be a "fiduciary" of any Plan with respect to the provision
of the Administrative Services, the Services or with respect to a Plan's
purchase of Shares, as such term is defined in Section 3(21) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code");
(iii) it is not required to be registered as a broker-dealer or a transfer
agent under the 1934 Act or any applicable state securities laws, including
as a result of entering into and performing the Services set forth in this
Agreement; and
(iv) it has adopted and implemented internal controls reasonably designed
to prevent instructions received from Participants or Plan Representatives
on a given Business Day after the Close of Trading from being aggregated
with the order for net purchases or net redemptions of Shares for that
Business Day.
The Trust further represents, warrants and covenants that the Trust is
registered as an investment company under the Investment Company Act of 1940, as
amended, and its Shares are registered under the Securities Act. Also, the Trust
further represents, warrants and covenants that it will comply with its code of
ethics. The Trust and Fifth Third represent, warrant and covenant that they will
comply, in all material respects, with the Securities Act of 1933, the
Securities Exchange Act of 1934, the Investment Company Act of 1940, and the
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Investment Advisers Act of 1940 as such are applicable to the Trust and Fifth
Third. The Trust represents, warrants, and convenants that the registration
statement for the Funds is accurate in all material respects.
13. Notice. Each notice required by this Agreement shall be given in
writing and delivered by certified mail or courier service, return receipt
requested, to the other parties at the following addresses or such other
addresses that may be furnished:
If to the Trust:
Fifth Third Funds
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If to Administrator:
American United Life
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ATTN: ▇▇▇▇▇ ▇▇▇▇▇▇▇
If to Fifth Third Bank:
Fifth Third Funds
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Attn: Fifth Third Funds Administration
A notice given pursuant to this Section 13 shall be deemed given immediately
when delivered personally, three days after the date of certified mailing, or
one day after delivery by courier service.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Indiana.
15. General Provisions. This Agreement contains the full and complete
understanding of the parties and supersedes all prior representations, promises,
statements, arrangements, agreements, warranties and understandings between the
parties with respect to the subject matter hereof, whether oral or written,
express or implied. This Agreement may be modified or amended, and the terms of
this Agreement may be waived, only by writing signed
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by each parties. This Agreement shall not be signed by either party hereto,
without the prior written consent of the other party hereto. The provisions of
Section 4 and 11 shall survive termination of this agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of this day of.
FIFTH THIRD FUNDS
By:
Title:
ADMINISTRATOR
By:
Title:
FIFTH THIRD BANK
By:
Title:
Schedule A
The Services
Administrator shall perform the following services, all in accordance with the
terms of this Agreement:
1. Maintain separate records for each plan, which records shall reflect
Shares purchases and redeemed, including the date and price for all
transactions, and Share balances.
2. Disburse or credit to the Plans, and maintain records of, all proceeds
of redemption of shares and all other distributions not reinvested in Shares.
3. Prepare, and transmit to the Plans or the Trustee of the Plan, periodic
account statements showing the total number of Shares owned by each Plan as of
the statement closing date, purchases and redemptions of Shares by the Plan
during the Period covered by the statement, and the dividends and other
distributions paid to the Plan during the statement period (whether paid in case
or reinvested in Shares.)
4. Transmit to the transfer agent of each Fund purchase orders and
redemption requests placed by Plans.
5. Transmit to Fifth Third or the Funds or any of the agents designated by
any of them such periodic reports as Fifth Third or any Fund shall reasonable
conclude is necessary to enable Fifth Third or such Fund to comply with federal
or Blue Sky Requirements.
6. Transmit to the Plans or Plan's Trustee, confirmations of purchase
orders and redemption requests placed by the Plans.
7. Maintain all account balance information for the Plans and daily and
monthly purchase summaries expressed in Shares and dollar amounts.
8. Settle purchase order and redemption requests placed by Administrator on
behalf of the Plans in accordance with the terms of each Fund's prospectus.
9. Prepare file or transmit all Federal, state and local government reports
and returns as required by law with respect to each account maintained on behalf
of a Plan.
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GROUP RETIREMENT ANNUITY SELLING AGREEMENT
You have invited us, Fifth Third Securities to enter into a business
relationship to assist in the sale of the group retirement annuity contracts
(A401 Contracts@) listed on Appendix AA@ for AMERICAN UNITED LIFE INSURANCE
COMPANY' (AAUL@) on the following terms:
1. We represent that we are a properly registered and licensed broker or
dealer under applicable federal and state securities laws and regulations and a
member in good standing of the National Association of Securities Dealers, Inc.
(ANASD@) and agree to notify you immediately if we cease to be so registered or
licensed or a member in good standing of the NASD.
2. We agree to abide by all rules and regulations of the NASD, including
its Rules of Conduct, and to comply in all material respects with all applicable
federal and state law, rules and regulations governing the sale of group
retirement annuity contracts under ' 401 of the Internal Revenue Code which are
exempt from registration under federal securities laws.
3. We will sell the 401 Contracts only in those jurisdictions in which AUL
notifies us that the 401 Contracts are approved or qualified for sale and only
through our duly licensed registered representatives in accordance with the
rules of the NASD. A registered representative will not sell a 401 Contract
without first obtaining all of the required licenses in states where sales are
to be made and being appointed by AUL to sell the 401 Contracts, if such
appointment is required by state law.
4. All applications for 401 Contracts received by us will be remitted
promptly by us to AUL at such address AUL may from time to time designate. It is
understood that initial and subsequent payments for 401 Contracts should be
remitted by the Contract holder directly to AUL and any such payments received
by us will be promptly remitted to AUL.
S. All applications for 401 Contracts are subject to acceptance or
rejection by AUL at its sole discretion. Any 401 Contract application which is
rejected by AUL and any initial contributions that accompanied such Contract
application will be returned to the Contract holder directly by AUL. AUL will
pay commissions directly to us with respect to the sale of 401 Contracts at
rates set forth in the compensation schedule in Appendix A, which may be amended
by AUL from time to time for payments to be received on future 401 Contract
sales. We will not offset and/or recover any amounts owed to us by AUL from
payments received under 401 Contracts. We will return any compensation paid to
us for a 401 Contract rejected by AUL or returned within the Afree look@
provision of the 401 Contracts.
6. AUL will provide information and marketing assistance to us, including
providing us with reasonable quantities of advertising materials and sales
literature describing the 401 Contracts. We agree not to create or use sales
literature or advertising material -which has not been approved by AUL before
we use it or that mentions AUL without AUL=s prior written consent.
7. We understand that with respect to the services we are to perform under
this Agreement, we are acting in the capacity of an independent contractor and
not as an employee or subsidiary of AUL.
8. Both we and AUL may cancel this Agreement at any time upon written
notice, effective upon receipt, to the other. This Agreement will terminate
automatically if we are not a member in good standing of the NASD or if we are
no longer a broker dealer under federal securities laws.
9. AUL agrees to indemnify, defend, and hold us harmless from any and all
losses, claims, liabilities and expenses, including legal expenses, incurred by
reason of any nonperformance of the terms of a 401 Contract, the illegality of
any policy issued by AUL, any violation by AUL of applicable federal or state
laws, regulations or requirements pertaining to sales materials or advertising
of exempt securities, including any untrue statement of material fact or failure
to state a material fact, a material breach of any of the terms of this
Agreement, or the fraud, deception, gross negligence or wrongful conduct of AUL
which causes such .a loss, claim, liability, or expense to us
10. We agree to indemnify, defend, and hold AUL harmless from any and all
losses, claims, liabilities and expenses, including legal expenses, incurred by
reason of any misrepresentation of the terms of a 401 Contract, a material
breach of any of the terms of this Agreement, or the fraud, deception, gross
negligence or wrongful conduct of us or of any of our registered representatives
which causes such a loss, claim, liability, or expense to AUL.
11. In a situation where a court or arbitration panel finds that both of us
are responsible for a loss to a 401 Contract holder, each of us agrees to be
responsible for and to pay for our respective portion of the loss or damage
caused or suffered by the 401 Contract holder or a Participant under a 401
Contract.
12. We agree to keep such books and records as may be required to sell the
401 Contracts and to make our records available to AUL at AUL's request.
13. We agree to cooperate in resolving customer complaints and to promptly
send all complaints received by us to AUL.
14. This Agreement shall be governed by the laws of the State of Indiana.
In the event of a dispute concerning any provision of this Agreement, which AUL
and we are unable to resolve, either party may require the dispute to be
submitted to binding arbitration under the commercial arbitration provisions of
the NASD.
15. This Agreement may be amended only by the mutual written agreement of
the parties hereto.
16. The invalidity or unenforceability of any term or provision of this
Agreement shall not affect the validity or enforceability of any other term or
provision of the Agreement.
17. Neither party hereto may assign this Agreement without the advance
written consent of the other party.
18. All communications to us should be sent to (Name of Broker-Dealer)
Fifth Third Securities (Address) ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Any notice to AUL shall be duly given if mailed or otherwise sent to AUL at
American United Life Insurance Company (7), ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
Fifth Third Securities American United Life Insurance Company
(Name of Broker Dealer)
By: By:
(Authorized Signature) (Authorized Signature)
Printed Name Printed Name
Title: Title:
Date: Date:
Federal Tax ID Number
INSTITUTIONAL SERVICES AGREEMENT
This Agreement effective as of May 28 2004, between American United Life
Insurance Company ("Administrator"), an Indiana corporation, Fifth Third Asset
Management, Inc. ("FTAM"), an Ohio corporation, and Fifth Third Bank ("FTB"), an
Ohio corporation.
WHEREAS, FTAM serves as the investment adviser to the Fifth Third Funds
(the "Fund Company"), a registered investment company;
WHEREAS, FTB serves as the administrator to the Fund Company;
WHEREAS, FTAM and FTB (collectively referred to herein as "Fifth Third")
wish to have the Administrator perform certain recordkeeping, shareholder
communication, and other services on Fifth Third's behalf and on behalf of each
of the series or classes of shares, if any, listed on Schedule I, as amended
from time to time (such series or classes being referred to as the "Fund(s)");
and
WHEREAS, Administrator is willing to perform such services on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. Services
During the term of this Agreement, Administrator shall perform the services
set forth on Exhibit A hereto, as such exhibit may be amended from time to time
by mutual consent of the parties (the "Services").
2. Fees
For the Services, Administrator shall receive a fee (the "Fee") which shall
be calculated and paid in accordance with Exhibit B hereto. Should Exhibit A be
amended to revise the Services, the parties shall also amend Exhibit B, if
necessary, in order to reflect any changes in the Fee.
3. Transaction Charges
Administrator shall not, during the term of this Agreement, assess against
or collect from its customers any transaction fee upon the purchase or
redemption of any Fund's shares that are considered in calculating the Fee,
except as otherwise provided in the prospectus for the Fund(s).
4. Indemnification
a. Administrator shall indemnify and hold harmless Fifth Third and
their directors, officers, employees, and agents ("Indemnified Parties")
from and against any and all
losses, claims, liabilities and expenses (including reasonable attorney's
fees) ("Losses") incurred by any of them arising out of (i) Administrator's
dissemination of information regarding Fifth Third or a Fund that is
materially incorrect and that was not provided to Administrator, or
approved, by Fifth Third, its affiliated persons ("Affiliates") as defined
under the Investment Company Act of 1940, as amended (the "1940 Act"), or
agents, (ii) any breach by Administrator of any representation, warranty or
agreement contained in this Agreement or (iii) Administrator's willful
misconduct or negligence in the performance of, or failure to perform, its
obligations under this Agreement, except to the extent such Losses result
from the negligence, willful misconduct or breach of this Agreement by an
Indemnified Party.
b. In any event, no party shall be liable for any special,
consequential or incidental damages.
5. Role and Relationship of Administrator
The parties acknowledge that the Services under this Agreement are
recordkeeping, shareholder communication and related services only and are
not the services of an underwriter or a principal underwriter of any Fund
within the meaning of the Securities Act of 1933, as amended, or the 1940
Act. This Agreement does not grant Administrator any right to purchase
shares from any Fund (although it does not preclude Administrator from
purchasing any such shares), nor does it constitute Administrator an agent
of Fifth Third or any Fund for purposes of selling shares of any Fund to
any dealer or the public. To the extent Administrator is involved in the
purchase of shares of any Fund by Administrator's customers, such
involvement will be as agent of such customer only.
6. Notices
All notices required by this Agreement shall be in writing and
delivered via certified mail, return receipt requested. All such notices
shall be made:
if to Administrator, to: American United Life Insurance Company
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
if to Fifth Third, to the address given below in the signature block.
7. Nonexclusivity
Each party acknowledges that the other may enter into agreements
similar to this Agreement with other parties for the performance of
services similar to those to be provided under this Agreement, unless
otherwise agreed to in writing by the parties.
8. Assignability
This Agreement is not assignable by any party without the other
parties' prior written consents and any attempted assignment in
contravention hereof shall be null and void; provided,
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however, that Administrator may, without the consent of Fifth Third, assign
its rights and obligations under this Agreement to any Affiliate.
9. Exhibits and Schedules
All Exhibits and Schedules attached to this Agreement, as they may be
amended from time to time, are by this reference incorporated into and made
a part of this Agreement.
10. Entire Agreement; Amendment
This Agreement, (including the Exhibits and Schedules hereto),
constitute the entire agreement between the parties as to the subject
matter hereof and supersede any and all agreements, representations and
warranties, written or oral, regarding such subject matter made prior to
the time at which this Agreement has been executed and delivered by
Administrator and Fifth Third. This Agreement and the Exhibits and
Schedules hereto may be amended only by a writing executed by each party
hereto that is to be bound by such amendment.
11. Governing Law
This Agreement will be governed by and interpreted under the laws of
the State of Indiana as applied to contracts entered into and to be
performed entirely within that state.
12. Counterparts
This Agreement may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
13. Effectiveness of Agreement; Termination
a. This Agreement will become effective as to a Fund as of the
later of (i) the date set forth on Schedule I opposite the name of the
Fund or (ii) such later date as Administrator may, in its discretion,
designate.
b. This Agreement may be terminated as to a Fund by any party (i)
upon sixty (60) days' written notice to the other parties or (ii) upon
such shorter notice as is required by law, order, or instruction by a
court of competent jurisdiction or a regulatory body or selfregulatory
organization with jurisdiction over the terminating party or (iii)
automatically, effective on the day following the termination of any
shareholder servicing plan adopted in accordance with Rule 12b-1 under
the 1940 Act ("Shareholder Servicing Plan") by any Fund that has a
Shareholder Servicing Plan in effect as of the effective date of this
Agreement, provided that a portion of the Fee is paid pursuant to the
Shareholder Servicing Plan.
c. After the date of termination as to a Fund, Fifth Third will
not be obligated to pay the Fee with respect to any shares of the Fund
that are first held in Administrator customer accounts after the date
of such termination. Fifth Third will remain obligated to pay
Administrator the Fee as to each share of the Fund that was considered
in the calculation of the Fee as of the date of termination (a
"Pre-Termination Share"), for so long as such PreTermination Share is
held in any Administrator customer account and Administrator continues
to
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perform substantially all of the Services as to such Pre-Termination
Share. Further, for so long as Administrator continues to perform the
Services as to any Pre-Termination Shares, this Agreement will
otherwise remain in full force and effect as to such Pre-Termination
Shares. Fifth Third shall reimburse Administrator promptly for any
reasonable expenses Administrator incurs in effecting any termination
of this Agreement, including delivery to Fifth Third of any records,
instruments, or documents reasonably requested by Fifth Third.
IN WITNESS WHEREOF, the parties have executed this Agreement by a duly
authorized representative of the parties hereto. FIFTH THIRD SECURITIES, INC.
FIFTH THIRD BANK By: By: Name: Name: Title: Title:
Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
FIFTH THIRD ASSET MANAGEMENT, INC.
By:
Name:
Title:
Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
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EXHIBIT A
SERVICES
1. Record Maintenance
Administrator shall maintain the following records with respect to a Fund
for each customer who holds Fund shares in an Administrator brokerage account:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including
dividend reinvestments) and dates and amounts of dividends paid for at
least the current year to date;
c. Name and address of the customer, including zip codes. and social
security numbers or taxpayers identification numbers;
d. Records of distributions and dividend payments;
e. Any transfers of shares;
f. Overall control records;
g. Records of the date and time of all orders received by
Administrator;
h. The number of Administrator brokerage accounts which contain
Qualifying Shares, (as defined in Exhibit B hereto), on a monthly
basis.
Administrator shall provide the information described in item h. above to
Fifth Third on a monthly basis in connection with invoicing for payment of the
Fee.
2. Shareholder Communications
Administrator shall:
a. Provide, to a shareholder mailing agent employed by each Fund for the
purpose of mailing certain Fund-related materials, the names and addresses of
all Administrator customers who hold shares of such Fund in their Administrator
brokerage accounts. Such shareholder mailing agent shall be a person or entity
engaged by such fund and the Fund-related materials to be sent by such agent
shall consist of updated prospectuses and any supplements and amendments
thereto, annual and other periodic reports, proxy or information statements and
other appropriate shareholder communications.
b. Mail current Fund prospectuses and statements of additional information
and annual and other periodic reports upon customer request and, as applicable,
with confirmation statements;
5
c. Mail statements to customers on a monthly basis (or, as to accounts in
which there has been no activity in a particular month, no less frequently than
quarterly) showing, among other things, the number of shares of each Fund owned
by such customer and the net asset value of such Fund as of a recent date;
d. Produce and mail to customers confirmation statements reflecting
purchases and redemptions of shares of each Fund in Administrator brokerage
accounts;
e. Respond to customer inquiries regarding, among other things, share
prices, ' account balances, dividend amounts and dividend payment dates; and
f. With respect to Fund shares purchased by customers after the effective
date of this Agreement, provide average cost basis reporting to the customers to
assist them in preparation of income tax returns.
3. Transactional Services
Administrator shall communicate, as to shares of each Fund, purchase,
redemption and exchange orders reflecting the orders it receives from its
customers. Administrator shall also communicate, as to shares of each Fund,
mergers, splits and other reorganization activities.
4. Tax Information Returns and Reports
Administrator shall prepare and file with the appropriate governmental
agencies, such information, returns and reports as are required to be so filed
for reporting (i) dividends and other distributions made, (ii) amounts withheld
on dividends and other distributions and payments under applicable federal and
state laws, rules and regulations, and (iii) gross proceeds of sales
transactions as required.
5. Fund Communciations
Administrator shall, on a daily basis and for each Fund, report the number
of shares on which the Fee-is to be paid pursuant to this Agreement and the
number of shares on which no such Fee is to be paid. Administrator shall also
provide each Fund with monthly summaries of reports. Such summaries shall be
expressed in both shares and dollar amounts.
6
EXHIBIT B
Calculation of Fee
1. The Fee shall be calculated by multiplying the Daily Value of Qualifying
Shares (defined below) times the appropriate Fee Rate (indicated below). The Fee
shall be computed daily and paid monthly in arrears.
2. The Daily Value of Qualifying Shares is the aggregate daily value of all
shares of the Fund held in Administrator brokerage accounts, subject to the
following exclusions ("Qualifying Shares"). There shall be excluded from the
shares (i) shares as to which a brokerage customer paid Administrator a
transaction fee upon the purchase of such shares, (ii) shares held in an
Administrator brokerage account prior to the effective date of this Agreement as
to the Fund and (iii) shares first held in an Administrator brokerage account
after the termination of this Agreement as to the Fund.
3. The Fee Rate is determined based on the aggregate value of the
Qualifying Shares of all Funds listed on all Schedule I's, as amended from time
to time as of the prior review date. The review dates are December 31 and June
30. The Fee Rate is effective from the next business day following the review
date up to and including the next review date. The Fee Rates are as follows:
Aggregate Value of Qualifying Shares Fee Rate
Up to and including $ million basis points per annum
Over $ million basis points per annum
The rate scale is not intended to produce a "blended rate". Rather, once a
threshold is reached, the rate applicable to the total amount of assets will be
used for all assets. Thus, if the aggregate value of Qualifying Shares of all
such Funds is $_ million as of a review date, the Fee Rate will be _ basis
points (to be applied to the Daily Value of Qualifying Shares) until the next
review date.
4. For purposes of this Exhibit, the daily value of the shares of each Fund
will be the net asset value reported by such Fund to the National Association of
Securities Dealers, Inc. Automated Quotation System. No adjustments will be made
to the net asset values to correct errors in the net asset values so reported
for any day unless such error is corrected and the corrected net asset value per
share is reported to Administrator before 5 o'clock, p.m., Eastern Standard
time, on the first business day after the day to which the error relates.
5. At the request of Fifth Third, Administrator shall provide, on each
business. day, a statement detailing the calculation for each Fund, the
aggregate value of the Qualifying Shares of each Fund and the amount of the Fee
for each Fund. As soon as practicable after the end of the month, Administrator
shall also provide to Fifth Third an invoice for the amount of the Fee due
7
for each Fund. In the calculation of such Fee, Administrator's records shall
govern unless an error can be shown in the number of shares used in such
calculation.
6. Fifth Third shall pay Administrator the Fee within thirty (30) days
after Fifth Third's receipt of such statement: Such payment shall be by wire
transfer, unless the amount thereof is less than $250. Such wire transfers shall
be separate from wire transfers of redemption proceeds or distributions under
the Operating Agreement. Amounts less than $250 may, at Fifth Third's
discretion, be paid by check.
8
SCHEDULE I
TO THE INSTITUTIONAL SERVICES AGREEMENT
Fund Effective Date
Indicates that Fund is a "no load" or "no sales charge" Fund as defined in
Section 26 of the NASD's Rules of Fair Practice.
By:
Name:
Title:
Date:
Acknowledged by
Accepted by ADMINISTRATOR
By:
Name:
Title:
Date:
9
DATA SHEET FOR A
BROKER-DEALER SELLING AGREEMENT WITH
AMERICAN UNITED LIFE INSURANCE COMPANY
To enter into a selling agreement with American United Life Insurance Company,
please provide responses to the following statements and supply the information
or materials requested.
1. Name of Broker-Dealer (B/D) Fifth Third Securities
2. Address ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇ Fax Number ▇▇▇-▇▇▇-▇▇▇▇
Federal Tax ID ▇▇-▇▇▇-▇▇▇▇ E-mail Address
3. Name of Administrative Contact ▇▇▇▇▇ ▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇ Fax Number ▇▇▇-▇▇▇-▇▇▇▇
E-Mail Address ▇▇▇▇▇.▇▇▇▇@▇▇.▇▇▇
4. Name of Licensing Contact Person ▇▇▇▇ ▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇ Fax Number ▇▇▇-▇▇▇-▇▇▇▇
E-Mail Address ▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇
5. Name of Registered Representative Initiating this Request for a Selling
Agreement ▇▇▇▇ ▇▇▇▇▇
Address ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇ Fax Number ▇▇▇-▇▇▇-▇▇▇▇
Email Address: ▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇
6. Number of Registered Representatives 3 Number of Branch Offices 1
7. Has any court, regulatory agency or exchange ever entered an order
against B/D or any of its licensed entities, related to investments or fraud? NO
8. Has the B/D or any of its licensed entities ever filed bankruptcy? NO
9. Has the B/D or any of its licensed entities ever applied for a bond and
had the application denied or had a bond canceled or revoked? NO
10. Provide Commission Detail Listing to You and your Registered
Representatives for business assigned to them
CHECKLIST FOR BROKER-DEALER
Please complete, sign and return this Data Sheet with the following documents:
B/D's current Life and Variable Corporate Insurance Licenses for the
resident state all other states where business is to be conducted, AND all
affiliated entities who are licensed as insurance agencies.
Please provide a list of all affiliated entities and their Federal Tax ID
(attach a seperate page if additional entries are needed)
Licensed Third Party Entity and Address Tax Identification Number
Fifth Third Insurance Agency, Inc. ID ▇▇-▇▇▇▇▇▇▇
Note: If a third party agency is to receive commissions from AUL and the
B/D does not sign Exhibit B in the Selling Agreement from the B/D's legal
counsel will be required identifying the no action letter relied upon
confirmation that each of the circumstances set forth in the no action
letter have been complied with a representative that B/D's operst on
identical or meets the criteria of letter being relied on, and that to teh
best of counsel's knowledge and belief that the SEC has not responded or
modified its no action and that the letter was orignally released.
Payment of compensation must be paid to a licensed and appointed agency adn
will not be paid to a branch manager.
Checklist for Individuals
Before you registered representatives may solicit, offer and sell AUL
variable contracts, we must appoint them and receive notice that their
appointment is effective with the state insurance department for the state
or states in which they will be selling. Appointment laws and the time it
takes to be appointed vary widely with each state. AUL policy prohibits
accepting any variable application prior to the effective date of
appointment through AUL.
AUL needs the following information for each registered representative and
or licensed officer/agent of B/D who has expressed an interest in selling
our products:
Copy of each representative's current life, health and variable contracts
and LTC Certificate (if applicable) for each state in which he or she
intends to solicit, offer and sell AUL products.
Signed state appointment form, if applicable (AL if disciplinary history,
GA, MA and WV nonresident)
Completed "Appointment Application for Individuals for each representative.
The broker/dealer authorizes AUL to review its NASD CRD Form B/D including
registrations and disciplinary history of the Broker/Dealer or associated
persons.
Attested to by:
Signature Date:
Printed Name and Title: (must be an officer or broker/dealer)
PLEASE RETURN THESE FORMS TO: ▇▇▇▇▇-▇▇▇▇▇▇, 718 A, American United Life
Insurance Company, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇,
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇.
INSTITUTIONAL SERVICES AGREEMENT
This Agreement effective as of May 28 2004, between American United Life
Insurance Company ("Administrator"), an Indiana corporation, Fifth Third Asset
Management, Inc. ("FTAM"), an Ohio corporation, and Fifth Third Bank ("FTB"), an
Ohio corporation.
WHEREAS, FTAM serves as the investment adviser to the Fifth Third Funds
(the "Fund Company"), a registered investment company;
WHEREAS, FTB serves as the administrator to the Fund Company;
WHEREAS, FTAM and FTB (collectively referred to herein as "Fifth Third")
wish to have the Administrator perform certain recordkeeping, shareholder
communication, and other services on Fifth Third's behalf and on behalf of each
of the series or classes of shares, if any, listed on Schedule I, as amended
from time to time (such series or classes being referred to as the "Fund(s)");
and
WHEREAS, Administrator is willing to perform such services on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. Services
During the term of this Agreement, Administrator shall perform the services
set forth on Exhibit A hereto, as such exhibit may be amended from time to time
by mutual consent of the parties (the "Services").
2. Fees
For the Services, Administrator shall receive a fee (the "Fee") which shall
be calculated and paid in accordance with Exhibit B hereto. Should Exhibit A be
amended to revise the Services, the parties shall also amend Exhibit B, if
necessary, in order to reflect any changes in the Fee.
3. Transaction Charges
Administrator shall not, during the term of this Agreement, assess against
or collect from its customers any transaction fee upon the purchase or
redemption of any Fund's shares that are considered in calculating the Fee,
except as otherwise provided in the prospectus for the Fund(s).
4. Indemnification
a. Administrator shall indemnify and hold harmless Fifth Third and
their directors, officers, employees, and agents ("Indemnified Parties")
from and against any and all
losses, claims, liabilities and expenses (including reasonable attorney's
fees) ("Losses") incurred by any of them arising out of (i) Administrator's
dissemination of information regarding Fifth Third or a Fund that is
materially incorrect and that was not provided to Administrator, or
approved, by Fifth Third, its affiliated persons ("Affiliates") as defined
under the Investment Company Act of 1940, as amended (the "1940 Act"), or
agents, (ii) any breach by Administrator of any representation, warranty or
agreement contained in this Agreement or (iii) Administrator's willful
misconduct or negligence in the performance of, or failure to perform, its
obligations under this Agreement, except to the extent such Losses result
from the negligence, willful misconduct or breach of this Agreement by an
Indemnified Party.
b. In any event, no party shall be liable for any special,
consequential or incidental damages.
5. Role and Relationship of Administrator
The parties acknowledge that the Services under this Agreement are
recordkeeping, shareholder communication and related services only and are
not the services of an underwriter or a principal underwriter of any Fund
within the meaning of the Securities Act of 1933, as amended, or the 1940
Act. This Agreement does not grant Administrator any right to purchase
shares from any Fund (although it does not preclude Administrator from
purchasing any such shares), nor does it constitute Administrator an agent
of Fifth Third or any Fund for purposes of selling shares of any Fund to
any dealer or the public. To the extent Administrator is involved in the
purchase of shares of any Fund by Administrator's customers, such
involvement will be as agent of such customer only.
6. Notices
All notices required by this Agreement shall be in writing and
delivered via certified mail, return receipt requested. All such notices
shall be made:
if to Administrator, to: American United Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
if to Fifth Third, to the address given below in the signature block.
7. Nonexclusivity
Each party acknowledges that the other may enter into agreements
similar to this Agreement with other parties for the performance of
services similar to those to be provided under this Agreement, unless
otherwise agreed to in writing by the parties.
8. Assignability
This Agreement is not assignable by any party without the other
parties' prior written consents and any attempted assignment in
contravention hereof shall be null and void; provided,
2
however, that Administrator may, without the consent of Fifth Third, assign
its rights and obligations under this Agreement to any Affiliate.
9. Exhibits and Schedules
All Exhibits and Schedules attached to this Agreement, as they may be
amended from time to time, are by this reference incorporated into and made
a part of this Agreement.
10. Entire Agreement; Amendment
This Agreement, (including the Exhibits and Schedules hereto),
constitute the entire agreement between the parties as to the subject
matter hereof and supersede any and all agreements, representations and
warranties, written or oral, regarding such subject matter made prior to
the time at which this Agreement has been executed and delivered by
Administrator and Fifth Third. This Agreement and the Exhibits and
Schedules hereto may be amended only by a writing executed by each party
hereto that is to be bound by such amendment.
11. Governing Law
This Agreement will be governed by and interpreted under the laws of
the State of Indiana as applied to contracts entered into and to be
performed entirely within that state.
12. Counterparts
This Agreement may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
13. Effectiveness of Agreement; Termination
a. This Agreement will become effective as to a Fund as of the
later of (i) the date set forth on Schedule I opposite the name of the
Fund or (ii) such later date as Administrator may, in its discretion,
designate.
b. This Agreement may be terminated as to a Fund by any party (i)
upon sixty (60) days' written notice to the other parties or (ii) upon
such shorter notice as is required by law, order, or instruction by a
court of competent jurisdiction or a regulatory body or selfregulatory
organization with jurisdiction over the terminating party or (iii)
automatically, effective on the day following the termination of any
shareholder servicing plan adopted in accordance with Rule 12b-1 under
the 1940 Act ("Shareholder Servicing Plan") by any Fund that has a
Shareholder Servicing Plan in effect as of the effective date of this
Agreement, provided that a portion of the Fee is paid pursuant to the
Shareholder Servicing Plan.
c. After the date of termination as to a Fund, Fifth Third will
not be obligated to pay the Fee with respect to any shares of the Fund
that are first held in Administrator customer accounts after the date
of such termination. Fifth Third will remain obligated to pay
Administrator the Fee as to each share of the Fund that was considered
in the calculation of the Fee as of the date of termination (a
"Pre-Termination Share"), for so long as such PreTermination Share is
held in any Administrator customer account and Administrator continues
to
3
perform substantially all of the Services as to such Pre-Termination
Share. Further, for so long as Administrator continues to perform the
Services as to any Pre-Termination Shares, this Agreement will
otherwise remain in full force and effect as to such Pre-Termination
Shares. Fifth Third shall reimburse Administrator promptly for any
reasonable expenses Administrator incurs in effecting any termination
of this Agreement, including delivery to Fifth Third of any records,
instruments, or documents reasonably requested by Fifth Third.
IN WITNESS WHEREOF, the parties have executed this Agreement by a duly
authorized representative of the parties hereto. FIFTH THIRD SECURITIES, INC.
FIFTH THIRD BANK By: By: Name: Name: Title: Title:
Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
FIFTH THIRD ASSET MANAGEMENT, INC.
By:
Name:
Title:
Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
4
EXHIBIT A
SERVICES
1. Record Maintenance
Administrator shall maintain the following records with respect to a Fund
for each customer who holds Fund shares in an Administrator brokerage account:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including
dividend reinvestments) and dates and amounts of dividends paid for at
least the current year to date;
c. Name and address of the customer, including zip codes. and social
security numbers or taxpayers identification numbers;
d. Records of distributions and dividend payments;
e. Any transfers of shares;
f. Overall control records;
g. Records of the date and time of all orders received by
Administrator;
h. The number of Administrator brokerage accounts which contain
Qualifying Shares, (as defined in Exhibit B hereto), on a monthly
basis.
Administrator shall provide the information described in item h. above to
Fifth Third on a monthly basis in connection with invoicing for payment of the
Fee.
2. Shareholder Communications
Administrator shall:
a. Provide, to a shareholder mailing agent employed by each Fund for the
purpose of mailing certain Fund-related materials, the names and addresses of
all Administrator customers who hold shares of such Fund in their Administrator
brokerage accounts. Such shareholder mailing agent shall be a person or entity
engaged by such fund and the Fund-related materials to be sent by such agent
shall consist of updated prospectuses and any supplements and amendments
thereto, annual and other periodic reports, proxy or information statements and
other appropriate shareholder communications.
b. Mail current Fund prospectuses and statements of additional information
and annual and other periodic reports upon customer request and, as applicable,
with confirmation statements;
5
c. Mail statements to customers on a monthly basis (or, as to accounts in
which there has been no activity in a particular month, no less frequently than
quarterly) showing, among other things, the number of shares of each Fund owned
by such customer and the net asset value of such Fund as of a recent date;
d. Produce and mail to customers confirmation statements reflecting
purchases and redemptions of shares of each Fund in Administrator brokerage
accounts;
e. Respond to customer inquiries regarding, among other things, share
prices, ' account balances, dividend amounts and dividend payment dates; and
f. With respect to Fund shares purchased by customers after the effective
date of this Agreement, provide average cost basis reporting to the customers to
assist them in preparation of income tax returns.
3. Transactional Services
Administrator shall communicate, as to shares of each Fund, purchase,
redemption and exchange orders reflecting the orders it receives from its
customers. Administrator shall also communicate, as to shares of each Fund,
mergers, splits and other reorganization activities.
4. Tax Information Returns and Reports
Administrator shall prepare and file with the appropriate governmental
agencies, such information, returns and reports as are required to be so filed
for reporting (i) dividends and other distributions made, (ii) amounts withheld
on dividends and other distributions and payments under applicable federal and
state laws, rules and regulations, and (iii) gross proceeds of sales
transactions as required.
5. Fund Communciations
Administrator shall, on a daily basis and for each Fund, report the number
of shares on which the Fee-is to be paid pursuant to this Agreement and the
number of shares on which no such Fee is to be paid. Administrator shall also
provide each Fund with monthly summaries of reports. Such summaries shall be
expressed in both shares and dollar amounts.
6
EXHIBIT B
Calculation of Fee
1. The Fee shall be calculated by multiplying the Daily Value of Qualifying
Shares (defined below) times the appropriate Fee Rate (indicated below). The Fee
shall be computed daily and paid monthly in arrears.
2. The Daily Value of Qualifying Shares is the aggregate daily value of all
shares of the Fund held in Administrator brokerage accounts, subject to the
following exclusions ("Qualifying Shares"). There shall be excluded from the
shares (i) shares as to which a brokerage customer paid Administrator a
transaction fee upon the purchase of such shares, (ii) shares held in an
Administrator brokerage account prior to the effective date of this Agreement as
to the Fund and (iii) shares first held in an Administrator brokerage account
after the termination of this Agreement as to the Fund.
3. The Fee Rate is determined based on the aggregate value of the
Qualifying Shares of all Funds listed on all Schedule I's, as amended from time
to time as of the prior review date. The review dates are December 31 and June
30. The Fee Rate is effective from the next business day following the review
date up to and including the next review date. The Fee Rates are as follows:
Aggregate Value of Qualifying Shares Fee Rate
Up to and including $ million basis points per annum
Over $ million basis points per annum
The rate scale is not intended to produce a "blended rate". Rather, once a
threshold is reached, the rate applicable to the total amount of assets will be
used for all assets. Thus, if the aggregate value of Qualifying Shares of all
such Funds is $_ million as of a review date, the Fee Rate will be _ basis
points (to be applied to the Daily Value of Qualifying Shares) until the next
review date.
4. For purposes of this Exhibit, the daily value of the shares of each Fund
will be the net asset value reported by such Fund to the National Association of
Securities Dealers, Inc. Automated Quotation System. No adjustments will be made
to the net asset values to correct errors in the net asset values so reported
for any day unless such error is corrected and the corrected net asset value per
share is reported to Administrator before 5 o'clock, p.m., Eastern Standard
time, on the first business day after the day to which the error relates.
5. At the request of Fifth Third, Administrator shall provide, on each
business. day, a statement detailing the calculation for each Fund, the
aggregate value of the Qualifying Shares of each Fund and the amount of the Fee
for each Fund. As soon as practicable after the end of the month, Administrator
shall also provide to Fifth Third an invoice for the amount of the Fee due
7
for each Fund. In the calculation of such Fee, Administrator's records shall
govern unless an error can be shown in the number of shares used in such
calculation.
6. Fifth Third shall pay Administrator the Fee within thirty (30) days
after Fifth Third's receipt of such statement: Such payment shall be by wire
transfer, unless the amount thereof is less than $250. Such wire transfers shall
be separate from wire transfers of redemption proceeds or distributions under
the Operating Agreement. Amounts less than $250 may, at Fifth Third's
discretion, be paid by check.
8
SCHEDULE I
TO THE INSTITUTIONAL SERVICES AGREEMENT
Fund Effective Date
Indicates that Fund is a "no load" or "no sales charge" Fund as defined in
Section 26 of the NASD's Rules of Fair Practice.
By:
Name:
Title:
Date:
Acknowledged by
Accepted by ADMINISTRATOR
By:
Name:
Title:
Date:
9
DATA SHEET FOR A
BROKER-DEALER SELLING AGREEMENT WITH
AMERICAN UNITED LIFE INSURANCE COMPANY
To enter into a selling agreement with American United Life Insurance Company,
please provide responses to the following statements and supply the information
or materials requested.
1. Name of Broker-Dealer (B/D) Fifth Third Securities
2. Address ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇ Fax Number ▇▇▇-▇▇▇-▇▇▇▇
Federal Tax ID ▇▇-▇▇▇-▇▇▇▇ E-mail Address
3. Name of Administrative Contact ▇▇▇▇▇ ▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇ Fax Number ▇▇▇-▇▇▇-▇▇▇▇
E-Mail Address ▇▇▇▇▇.▇▇▇▇@▇▇.▇▇▇
4. Name of Licensing Contact Person ▇▇▇▇ ▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇ Fax Number ▇▇▇-▇▇▇-▇▇▇▇
E-Mail Address ▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇
5. Name of Registered Representative Initiating this Request for a Selling
Agreement ▇▇▇▇ ▇▇▇▇▇
Address ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇ Fax Number ▇▇▇-▇▇▇-▇▇▇▇
Email Address: ▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇
6. Number of Registered Representatives 3 Number of Branch Offices 1
7. Has any court, regulatory agency or exchange ever entered an order
against B/D or any of its licensed entities, related to investments or fraud? NO
8. Has the B/D or any of its licensed entities ever filed bankruptcy? NO
9. Has the B/D or any of its licensed entities ever applied for a bond and
had the application denied or had a bond canceled or revoked? NO
10. Provide Commission Detail Listing to You and your Registered
Representatives for business assigned to them
CHECKLIST FOR BROKER-DEALER
Please complete, sign and return this Data Sheet with the following documents:
B/D's current Life and Variable Corporate Insurance Licenses for the
resident state all other states where business is to be conducted, AND all
affiliated entities who are licensed as insurance agencies.
Please provide a list of all affiliated entities and their Federal Tax ID
(attach a seperate page if additional entries are needed)
Licensed Third Party Entity and Address Tax Identification Number
Fifth Third Insurance Agency, Inc. ID ▇▇-▇▇▇▇▇▇▇
Note: If a third party agency is to receive commissions from AUL and the
B/D does not sign Exhibit B in the Selling Agreement from the B/D's legal
counsel will be required identifying the no action letter relied upon
confirmation that each of the circumstances set forth in the no action
letter have been complied with a representative that B/D's operst on
identical or meets the criteria of letter being relied on, and that to teh
best of counsel's knowledge and belief that the SEC has not responded or
modified its no action and that the letter was orignally released.
Payment of compensation must be paid to a licensed and appointed agency adn
will not be paid to a branch manager.
Checklist for Individuals
Before you registered representatives may solicit, offer and sell AUL
variable contracts, we must appoint them and receive notice that their
appointment is effective with the state insurance department for the state
or states in which they will be selling. Appointment laws and the time it
takes to be appointed vary widely with each state. AUL policy prohibits
accepting any variable application prior to the effective date of
appointment through AUL.
AUL needs the following information for each registered representative and
or licensed officer/agent of B/D who has expressed an interest in selling
our products:
Copy of each representative's current life, health and variable contracts
and LTC Certificate (if applicable) for each state in which he or she
intends to solicit, offer and sell AUL products.
Signed state appointment form, if applicable (AL if disciplinary history,
GA, MA and WV nonresident)
Completed "Appointment Application for Individuals for each representative.
The broker/dealer authorizes AUL to review its NASD CRD Form B/D including
registrations and disciplinary history of the Broker/Dealer or associated
persons.
Attested to by:
Signature Date:
Printed Name and Title: (must be an officer or broker/dealer)
PLEASE RETURN THESE FORMS TO: ▇▇▇▇▇-▇▇▇▇▇▇, 718 A, American United Life
Insurance Company, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇,
Telephone Number ▇▇▇-▇▇▇-▇▇▇▇.
