BARON CAPITAL, INC.
FINANCIAL INTERMEDIARY AGREEMENT
This Agreement is made as of August 22nd, 2018, by and between Baron Capital,
Inc. ("Distributor") and American United Life Insurance Company, Inc. ("AUL")
and OneAmerica Securities, Inc. ("OAS"), as applicable ("Intermediary").
WHEREAS, Intermediary desires to enter into an agreement with Distributor
relating to shares of common stock ("Shares") of the series of Baron Investment
Funds Trust and Baron Select Funds (collectively, the "Fund") set forth on
Schedule A and any series hereinafter added to the Fund (each a "Portfolio" and
collectively the "Portfolios"), for which Distributor is the principal
underwriter, as such term is defined In the Investment Company Act of 1940, as
amended (the "1940 Act");
NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
hereby agreed that the parties' respective rights and obligations shall be as
follows:
1. PROVISION OF SERVICES. Intermediary agrees to provide reasonable
assistance in connection with the sale of Shares and/or to provide shareholder,
administrative or other services for Intermediary's Clients who own Shares
through accounts in one or more Portfolios (each an "Account"), as specified on
Schedule B. The term "Client" means (i) the beneficial owner of Shares, whether
the Shares are held directly or by Intermediary in nominee name and (ii) for
retirement plans, the plan participant, notwithstanding that the retirement plan
may be deemed to be the beneficial owner of Shares.
2. LIMITED AGENCY. Distributor hereby appoints Intermediary as the
Portfolios' agent for the limited purpose of accepting Clients' purchase and
redemption orders for Shares. Other than as specifically provided herein,
nothing in this Agreement shall be construed to establish a joint venture
between Distributor and Intermediary or establish either of Distributor or
Intermediary as an agent, partner or employee of the other, nor shall anything
in this Agreement be construed to establish Intermediary or the Fund as an
agent, partner or employee of the other. Intermediary understands that the
Portfolios' activities may be performed on their behalf by Distributor or the
Portfolios' investment adviser, transfer agent or other authorized service
providers.
3. OFFERING PRICE; OPERATIONAL PROCEDURES.
(a) All orders for the purchase or redemption of
Shares shall be executed at the next computed net asset
value per Share, less the applicable redemption fee or
similar charge or fee, if any, in each case as described
in the Prospectus (as defined below). The minimum
initial purchase order and minimum subsequent purchase
order shall be as set forth in the Prospectuses. All
orders are subject to acceptance or rejection in the
sole discretion of Distributor and/or the Fund or its
agent, and orders shall be effective only upon receipt
in proper form.
(b) Client orders for the purchase or redemption
of Shares through the Accounts shall be processed in
accordance with the Operating Procedures specified on
Schedule C.
(i) Intermediary represents that it has adopted, and will at all
times during the term of this Agreement maintain, reasonable and
appropriate procedures designed to ensure that any and all orders
for the purchase, sale or exchange of Shares communicated by
Intermediary to Distributor or the Portfolios' transfer agent to be
treated in accordance with Schedule C as having been received on a
Business Day (as defined in Schedule C) were received by
Intermediary by the Close of Trading (as defined in Schedule C) on
such Business Day and were not modified after the Close of Trading,
and that all Share
orders received from Clients but not specifically rescinded by the
Close of Trading were communicated to Distributor or the Portfolios'
transfer agent as received for that Business Day.
(ii) Each transmission of Share orders by Intermediary shall
constitute a representation by Intermediary that such orders are
accurate and complete and are as received by Intermediary by the
Close of Trading on the Business Day for which the order is to be
priced and that such transmission includes all Share orders received
from Clients but not specifically rescinded by the Close of Trading.
(iii) Intermediary will date and time stamp orders for the purchase,
sale or exchange of Shares received by Intermediary , or will
otherwise maintain records sufficient to document the date and time
of its receipt of orders.
(c) Intermediary agrees not to seek a net asset
value per Share of a Portfolio as of a time other than
the next calculated net asset value per Share following
Intermediary's receipt of a Client order ("As of Trade")
or to cancel or change a previously placed Account order
without the prior approval of Distributor or the Fund.
Intermediary acknowledges that Distributor and the Fund
shall have complete and sole discretion as to whether or
not to accept an As of Trade or to make a cancellation
or change. If an As of Trade is authorized by
Distributor or the Fund to be processed as of a
particular Business Day, Intermediary hereby warrants
that such trade relates only to Client orders received
by Intermediary by the Close of Trading on that Business
Day. If Intermediary seeks to cancel or change a
previously placed Account order, Intermediary represents
that such cancellation or change is solely to correct an
erroneously placed order.
4. OFFERING OF SHARES. In no way shall the provisions of this Agreement limit
Distributor's or the Fund's authority and discretion to take such action as
Distributor or the Fund may deem appropriate or advisable, without notice, in
connection with all matters relating to the operation of the Portfolios and the
sale of Shares, including the right to suspend sales or withdraw the offering of
Shares of one or more Portfolios. Distributor will advise Intermediary of any
U.S. states and other U.S. jurisdictions where the Shares are not qualified for
sale, and Intermediary will not make offers or sales in such states and
jurisdictions or outside the U.S.
5. FEES. In consideration of the services described herein, Intermediary
shall be entitled to receive from Distributor fees at the annual rate set forth
on Schedule A, paid quarterly in arrears based on the average daily net asset
value of Clients' Shares held during the relevant period (computed in the manner
specified in the Fund's charter documents and the Prospectuses), or as otherwise
provided on Schedule A. Intermediary's acceptance of any fees for such services
shall constitute Intermediary's representation (which shall survive any payment
of such fees and any termination of this Agreement and shall be reaffirmed at
each acceptance) that Intermediary's receipt of such fees is lawful.
6. ADVERTISING MATERIALS AND SALES LITERATURE; PORTFOLIO DOCUMENTATION.
(a) In placing an order to purchase Shares of a
Portfolio, Intermediary shall rely solely and
conclusively on the representations contained in the
Portfolio's Prospectus. Intermediary agrees that none of
Intermediary nor any of its employees or agents are
authorized to make any statement or representation
concerning the Shares or a Portfolio except those
contained: (i) In the relevant Portfolio's then- current
prospectus (including any summary prospectus) and/or
statement of additional information, each as amended,
revised or supplemented (collectively , the
"Prospectus"), or (ii) in such advertising
material or sales literature as may be supplied by
Distributor or authorized by Distributor in writing.
Intermediary understands that any supplemental sales
literature, if distributed, must be preceded or
accompanied by the relevant Portfolio's current
prospectus (as amended, revised or supplemented).
(b) Advertising material and sales literature
provided by Distributor that are designated as being for
internal or broker-dealer use only may not be
disseminated to the public.
(c) Distributor shall, as applicable, provide
Intermediary upon request reasonable quantities, at a
single address, of: Prospectuses, proxy or information
statements and related materials such as notices and
proxy cards, shareholder reports and any other materials
required to be delivered to record holders of Shares
(collectively, "Portfolio Documentation"). Intermediary
shall be responsible for delivery of Portfolio
Documentation to Clients in accordance with applicable
law, including, without limitation, delivering
Prospectuses and shareholder reports to Clients on
request In accordance with Rule 498 under the Securities
Act of 1933, as amended (the "Securities Act"). Neither
Distributor nor the Fund shall be responsible for the
cost of distributing such materials to Clients.
(d) Each party will provide the other party with
such information or documentation necessary for the
other party to fulfill its obligations hereunder and
such other information or documentation as each party
may reasonably request.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS. The following representations,
warranties and covenants are in addition to those made elsewhere in this
Agreement.
(a) Each party hereto hereby represents, warrants
and covenants, as applicable, to the other party that:
(i) it is duly organized and validly existing in good standing
under the laws of the jurisdiction in which it was organized;
(ii) it will comply with all laws and rules and regulations of
governmental authorities and regulatory agencies applicable to it by
virtue of entering Into and performing this Agreement;
(iii) its execution, performance and delivery of this Agreement will
not violate any of its contractual obligations or any applicable
laws and rules and regulations of governmental authorities and
regulatory agencies;
(iv) it has full power and authority under applicable law, and has
taken all necessary actions, to enter into and perform this
Agreement; the person executing this Agreement on its behalf is duly
authorized and empowered to execute and deliver this Agreement; and,
assuming due and valid execution and delivery by the other party,
this Agreement. constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms; and
(v) no consent or authorization of, filing with, or other act by
or in respect of any governmental authority is required in
connection with the execution, delivery, performance, validity or
enforceability of this Agreement.
(b) Distributor hereby represents and warrants to
Intermediary that:
(i) it is duly registered as a broker-dealer pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
and
(ii) the Fund is registered as an investment company under the 1940
Act, and the Shares are registered under the Securities Act.
(c) Intermediary hereby represents, warrants and
covenants to, and agrees with, Distributor, as
applicable, that
(i) if Intermediary is not registered as a broker-dealer pursuant
to the Exchange Act, Intermediary is not required to be so
registered in order to perform the services, and receive the fees,
specified in this Agreement;
(ii) if Intermediary is not registered as a transfer agent pursuant
to the Exchange Act, Intermediary is not required to be so
registered in order to perform the services, and receive the fees,
specified in this Agreement;
(iii) if Intermediary is required to be a member of the Financial
Industry Regulatory Authority ("FINRA"), Intermediary is a member in
good standing and will comply with applicable rules of FINRA,
including any requirements as to suitability of Shares for Clients,
and Intermediary will inform Distributor promptly of any pending or
threatened action or proceeding by FINRA bearing on Intermediary's
membership with FINRA and of any suspension or termination of such
membership;
(iv) Intermediary will ensure that all fees and compensation
received pursuant to this Agreement, including compensation referred
to herein as described in the Prospectuses, are disclosed to Clients
as required by law;
(v) Intermediary will not be a "fiduciary" (within the meaning of
Section 3(21) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), as it may be amended from time to time,
in connection with the performance of this Agreement and any
transactions contemplated hereby with respect to any person or
entity subject to Title I of ERISA, Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") or any governmental
plan (within the meaning of Section 3(32) of ERISA;
(vi) Intermediary's receipt of fees and other compensation, direct
and indirect under and the performance of the services specified in
this Agreement and the transactions related thereto will not
constitute a non-exempt "prohibited transaction" as such term is
defined in Section 406 of ERISA and Section 4975 of the Code, or
with respect to any governmental plan, any similar prohibition under
applicable law;
(vii) Intermediary has full authority to act on behalf of Clients in
the manner contemplated by this Agreement, and each time
Intermediary so acts It shall be deemed to have restated this
representation and warranty;
(viii) Distributor and the .Fund and its agent are entitled to rely
on oral and written instructions reasonably believed to be genuine
and to have been given by or on behalf of Intermediary;
(ix) Intermediary will, on reasonable request of Distributor, (A)
provide Distributor with copies of its compliance policies and
procedures related to performance of this Agreement or the
agreements, representations, warranties, covenants or agreements of
Intermediary herein ("Compliance Matters"), (B) provide Distributor
with such certifications and representations regarding Compliance
Matters and (C) permit Distributor or the Fund or its agent, as well
as appropriate regulatory authorities, to obtain information and
records, and to inspect Intermediary's facilities, relating to
Compliance Matters; Intermediary will notify Distributor regarding
material changes to compliance policies and procedures related to
Compliance Matters that have been provided to Distributor within a
reasonable period of time following the effectiveness of such
changes;
(x) Intermediary will impose any applicable redemption fee on
Shares as described in the Prospectuses;
(xi) Intermediary will not withhold placing orders received from
Clients so as to profit as a result of such withholding by a change
in net asset value or otherwise;
(xii) Intermediary will not enter into any arrangements, formal or
informal, with any Client to permit or facilitate the use of market
timing or excessive trading strategies, and Intermediary agrees to
promptly and fully cooperate with any reasonable request made by
Distributor to address market timing or excessive trading strategies
identified by Distributor in accordance with the applicable
provisions of Rule 22c-2; and
(xiii) Intermediary will maintain insurance coverage issued by a
qualified insurance carrier appropriate in light of its duties under
this Agreement
8. CLIENT AND TRANSACTION INFORMATION.
(a) AGREEMENT TO PROVIDE INFORMATION. Intermediary
agrees to provide each Portfolio, upon written request
(which may include electronic writings and facsimile
transmissions, a "Request"), the taxpayer identification
number (the "TIN"), the Individual/International
Taxpayer Identification Number ("ITIN") or other
government-issued identifier ("GII"), if known, of any
or all Clients who have purchased, redeemed, transferred
or exchanged Shares held through an Account with
Intermediary during the period covered by the Request
and the amount, date, name or other identifier of any
investment professionals associated with the Clients or
Accounts (if known), and the transaction type (purchase,
redemption, transfer or exchange) of every purchase,
redemption, transfer or exchange of Shares.
(i) PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 180 days from the date of the Request for
which transaction information is sought The Fund may request
transaction information older than 180 days from the date of the
Request as it deems necessary to investigate compliance with
policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of its Shares.
(ii) FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit
the requested information that is on Intermediary's books and
records to the Fund or its designee promptly, but in any event not
later than 10 Business Days after receipt of a Request.
(iii) LIMITATIONS ON USE OF INFORMATION. Distributor agrees, on
behalf of itself and the Fund, not to use the information received
for marketing or any other similar purpose without Intermediary's
prior written consent.
(b) AGREEMENT TO RESTRICT TRADING. Intermediary
agrees to execute a Request to restrict or prohibit
further purchases or
exchanges of Shares by a Client that has been identified
by the Fund as having engaged in transactions in Shares
(directly or indirectly through an Account) that violate
policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of its
Shares.
(i) FORM OF INSTRUCTIONS. Such Request must include the TIN, ITIN
or GII if known, and the specific restriction(s) to be executed. If
the TIN, ITIN or GII is not known, the instructions must include an
equivalent identifying number of the Clients or Accounts or other
agreed upon information to which the instruction relates.
(ii) TIMING OF RESPONSE. Intermediary agrees to execute the Request
as soon as reasonably practicable, but not later than five Business
Days after Intermediary's receipt of the instructions.
(iii) CONFIRMATION. Intermediary agrees to provide written
confirmation to the Fund as soon as reasonably practicable that the
Request has been executed, but not later than 10 Business Days after
the Request has been executed.
(c) SHARE HOLDINGS THROUGH INDIRECT
INTERMEDIARIES. Intermediary will use best efforts to
determine, promptly upon the Request of the Fund, but
not later than five Business Days after Intermediary's
receipt of the Request, whether any specific person or
entity about whom the Fund has received information
pursuant to Section 8(a) of this Agreement is an
"indirect intermediary" as defined in Rule 22c-2 under
the 1940 Act ("Indirect Intermediary") and, upon further
Request from the Fund, promptly (but not later than five
Business Days after receipt of such Request) either:
(i) provide (or arrange to have provided) the identification and
transaction information set forth in Section 8(a) of this Agreement
regarding such persons who hold Shares through the Indirect
intermediary; or
(ii) restrict or prohibit the Indirect Intermediary from purchasing
Shares on behalf of itself or other persons.
Intermediary agrees to inform the Fund whether Intermediary plans to perform (i)
or (ii) above.
(d) To the extent practicable, the format for any
transaction information provided to the Fund should be
consistent with the National Securities Clearing
Corporation (the "NSCC") Standardized Data Report
Format, or any other format acceptable to the Fund.
9. PRIVACY AND DATA SECURITY; ANTI-MONEY LAUNDERING.
(a) Each party agrees that it will comply with all
applicable state and federal laws and regulations
relating to consumer privacy and data security ("Privacy
Law") and that it is prohibited from using or disclosing
any nonpublic personal information (as defined in
Regulation S-P, or any similar term or terms as defined
in other applicable Privacy Law, "Client Information")
received from the other party other than (i) as required
by law, regulation or rule; (ii) as permitted in writing
by the disclosing party; or (iii) as necessary to
perform this Agreement or to service Clients, in each
case in compliance with the reuse and redisclosure
provisions of Privacy Law.
Each party shall use its best efforts to (A) cause its
employees and agents to be Informed of and to be bound
by Privacy Law and the provisions of this Agreement and
(B) maintain physical, electronic, procedural and any
other appropriate or required safeguards reasonably
designed to protect the security, confidentiality and
integrity of, and to prevent unauthorized access to or
use or disclosure of, Client Information, in compliance
with applicable Privacy Law. If requested by
Distributor, Intermediary agrees to deliver the then-
current privacy notice pursuant to Regulation S-P of
Distributor and the Fund (the "Privacy Policy") to any
Client who purchases Shares from or through
intermediary, at or prior to the time of the initial
purchase of Shares and annually thereafter, if the
Client would be considered a "consumer" or "customer"
(each as defined in Regulation S-P) of Distributor
and/or the Fund, and Distributor will provide
Intermediary with copies of the Privacy Policy
sufficient for this purpose as advised by Intermediary.
(b) Intermediary has adopted and implemented
compliance policies and procedures to comply with all
money laundering and currency transaction reporting
laws, regulations, requirements and guidance applicable
to the Fund or to Intermediary (if applicable, as record
holder of Shares for which Intermediary maintains
information regarding beneficial owners of Shares),
including those relating to Client identification and
verification; monitoring for Specially Designated
Nationals and Blocked Persons named on the U.S. Treasury
Department's Office of Foreign Assets Control list or
other similar governmental lists; suspicious activity
reporting; and recordkeeping requirements (collectively,
"AML Requirements"), and with any "money laundering"
guidelines as may be provided by, or agreed with,
Distributor or the Fund. Intermediary will ensure the
ability of federal examiners to obtain information and
records relating to AML Requirements and the ability of
Distributor and the Fund or its agent to inspect
Intermediary's records and facilities regarding
compliance with AML Requirements.
(c) Intermediary agrees to share information with
Distributor and the Fund for purposes of ascertaining
whether a suspicious activity report ("SAR") is
warranted with respect to any suspicious transaction
involving Shares, provided that neither Intermediary nor
the Fund is the subject of the SAR.
(d) If Intermediary is required to maintain an
anti-money laundering program, it has filed the
requisite certification with the Financial Crimes
Enforcement Network to allow Intermediary to share
information pursuant to Section 314(b) of the Uniting
and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of
2001.
10. INDEMNIFICATION; ADJUSTMENTS.
(a) Distributor shall release, indemnify and hold
harmless Intermediary and each of Intermediary's
affiliates, trustees, directors, members, officers,
employees and agents from and against any and all
losses, claims, damages, demands, actions, liabilities,
costs and expenses (including reasonable attorneys'
fees) ("Losses") arising out of or attributable to (i)
any untrue statement, or alleged untrue
statement, of a material fact contained in any
Prospectus, or arising out of or based upon any
omission, or alleged omission, to state a material fact
required to be stated in any Prospectus, or necessary to
make the statements therein not misleading or (ii) a
material breach of this Agreement by Distributor.
(b) Intermediary shall release, indemnify and hold
harmless Distributor and the Fund and each of
Distributor's or the Fund's affiliates, directors,
members, officers, employees and agents (the "Fund
Indemnities") from and against any and all Losses
arising out of or attributable to (i) Intermediary's bad
faith, negligence or willful misconduct in the
performance of Intermediary's duties and obligations
under this Agreement; (ii) a material breach of this
Agreement by Intermediary; or (iii) an error in an order
for Shares placed with Distributor by Intermediary or
any redemption or exchange pursuant to instructions
reasonably believed by Distributor to be genuine and to
have been given by or on behalf of Intermediary.
(c) In the event that Intermediary (i) places an
As of Trade other than to correct Distributor's or the
Fund's error, (ii) places or adjusts trades after the
latest time for the placement of orders through the
Fund/SERV service of the NSCC or, for manual
transactions, the Order Deadline (as defined in Schedule
C), or (iii) fails to settle trades in the manner
described on Schedule C, Intermediary does hereby
release, indemnify and hold harmless the Fund
Indemnities from and against any and all Losses any of
them may incur which arise out of or are attributable to
such actions.
(d) Intermediary understands that, in accordance
with established Fund procedures for correction of
errors in the computation of the net asset value of
Shares, the relevant Portfolios or their agent will make
adjustments to the number of Shares owned in the
Accounts and distribute underpayments to Intermediary
for credit to the Accounts, as necessary to correct such
errors in accordance with Fund procedures. If
Intermediary, on behalf of Clients, receives amounts in
excess of the amounts to which Intermediary otherwise
would have been entitled in the absence of any error in
the computation of the net asset value of Shares or
otherwise as a result of an error of the Fund or its
agent, Intermediary will use best efforts to collect
such amounts from Clients. If, after such efforts,
Intermediary is not able to recover all of such
overpayment, Intermediary will cooperate with
Distributor's or the Fund's attempt to recover any
portion of the overpayment, including providing
Distributor or the Fund with information reasonably
available to Intermediary as to the identity of the
Client(s) from whom the remainder has not been
recovered.
(e) The foregoing indemnity agreements are
expressly conditioned upon the party from which
indemnity is sought (the Indemnifying Party") being
notified of any action brought against the party seeking
indemnity (or whose affiliates, trustees, directors,
members, officers, employees and agents are seeking
indemnity) (collectively, the "Indemnified Party")
within seven days after the summons or other first legal
process shall have been served. The failure to notify
the Indemnifying Party of any such action shall not
relieve the Indemnifying Party from any liability which
the Indemnifying Party may have to the Indemnified Party
except to the extent the
Indemnifying Party is harmed thereby. The Indemnifying
Party will be entitled to assume the defense of any suit
brought to recover Losses. In the event that the
Indemnifying Party elects to assume the defense of any
such suit and retain counsel, the defendant or
defendants in such suit shall bear the fees and expenses
of any additional counsel retained by any of them; but
in case the Indemnifying Party does not elect to assume
the defense of any such suit, the Indemnifying Party
will reimburse the Indemnified Party for the reasonable
fees and expenses of any counsel retained by the
Indemnified Party in connection therewith.
(f) In no event shall either party be liable for
special, consequential or incidental damages.
11. NON-EXCLUSIVITY. The parties acknowledge and agree that this Agreement and
the arrangements described herein are intended to be non-exclusive and that each
party may enter into similar agreements and arrangements with other entities.
12. TERM.
(a) Either party may terminate this Agreement on
15 days' notice to the other party.
(b) Distributor shall have the right to terminate
this Agreement, without prior notice, if: (i)
Intermediary or any of its registered principals become
the subject of any investigation or disciplinary action
by any governmental, regulatory or judicial authority
that has resulted, or for which it appears reasonably
likely will result in the loss or suspension of any
required registration, membership or license; (ii)
Intermediary's ability to perform its obligations under
this Agreement has become or is reasonably likely to
become impaired; (iii) Intermediary otherwise breaches
any of the representations, warranties or covenants set
forth in this Agreement; or (iv) Intermediary fails to
perform the services contemplated by this Agreement.
(c) This Agreement will terminate automatically in
the event of its assignment (as defined in the 1940
Act).
(d) This Subsection 12(d) is applicable only to
those Portfolios, and classes of Shares of such
Portfolios, from which Intermediary receives fees
pursuant to a Plan (defined below) as indicated on
Schedule A. Notwithstanding contrary provision in
Subsection 12(a), Intermediary understands that if all
or a part of its compensation (as indicated on Schedule
A) is from the Fund's Distribution Plan adopted pursuant
to Rule 12b-1 under the 1940 Act (the "Plan") (as
indicated on Schedule A), as to each Portfolio, this
Agreement: (i) shall continue automatically for
successive annual periods, provided such continuance is
approved by a Vote of a majority of the Fund's Board of
Trustees and the Trustees who are not "interested
persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund and
have no direct or indirect financial interest in the
operation of the Plan or any agreement related to the
Plan ("Independent Trustees"), cast in person for the
purpose of voting on such approval; (ii) is terminable
without penalty, at any time, by vote of a majority of
the Independent Trustees; (iii) is terminable on not
more than 60 days' written notice by vote of
holders of a majority of the Portfolio's outstanding
voting securities (as defined in the 1940 Act); and (iv)
is terminable upon 15 days' notice by Intermediary.
13. CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions of this
Agreement or otherwise affect their meaning or interpretation .
14. COMPLETE AGREEMENT; AMENDMENT.
(a) This Agreement and the Schedules hereto (which
are incorporated by reference) contain the full and
complete understanding between the parties with respect
to the matters covered and contemplated hereunder and
supersede all prior agreements or understandings between
the parties relating to the subject matter hereof,
whether oral or written, express or implied.
(b) No modification or waiver of any provisions of
this Agreement will be binding unless in writing and
executed by the party to be bound thereby, except that,
notwithstanding anything in this Agreement to the
contrary, Intermediary's placement of an order to
purchase Shares subsequent to its receipt of written
notice of amendment of a Schedule to this Agreement by
Distributor shall constitute Intermediary's agreement to
the amendment.
15. NOTICES. All notices hereunder shall be duly given if delivered (via hand
delivery, commercial courier service or certified mail) or sent by confirmed
facsimile, to Distributor at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel, facsimile number: 212-583-
2014, or to Intermediary at the address or number set forth below.
16. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to conflict of laws
principles.
17. SURVIVAL. The provisions of Sections 9(a) and 10 will survive the
termination of this Agreement.
18. EXECUTION. This Agreement may be executed in counterparts, and such
counterparts shall together constitute but one and the same instrument.
Baron Capital Inc.
Date: August 22, 2018 By: /s/ ▇▇▇▇▇▇▇ ▇. Patalilno
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Name: ▇▇▇▇▇▇▇ ▇. Patalilno
Title: General Counsel
PLEASE RETURN TWO SIGNED COPIES OF THIS AGREEMENT TO DISTRIBUTOR. UPON
ACCEPTANCE, ONE COUNTERSIGNED COPY WILL BE RETURNED FOR INTERMEDIARY'S FILES.
American United Life Insurance Company
Date: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Address for Notice:
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Facsimile Number:
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OneAmerica Securities, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
Title: President
Address for Notice:
One American Sq. 1737
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Facsimile Number:
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SCHEDULE A
CLASS TICKER CUSIP PLAN FEE* OTHER COMP* TOTAL
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BARON INVESTMENT FUNDS TRUST
Retail BARAX 068278100 0.25% 0.10% 0.35%
Baron Asset Fund Institutional BARIX 06BZ78605 -- 0.10% 0.10%
R6 BARUX 06B278845 -- -- --
Retail BGRFX 068278209 0.25% 0.10% 0.35%
Baron Growth Fund Institutional BGRIX 068278704 0.10% 0.10%
R6 BGRUX 068278837 -- -- --
Retail BSCFX 068278308 0.25% 0.10% 0.35%
Baron Small Cap Fund Institutional BSFIX 068278803 -- 0.10% 0.10%
R6 BSCUX 068278829 -- -- --
Retail BIOPX 068278407 0.25% 0.10% 0.35%
Baron Opportunity Fund Institutional BIOIX 068278886 0.10% 0.10%
R6 BIOUX 068278795 -- -- --
Retail BFTHX 068278506 0.25% 0.10% 0.35%
Baron Fifth Avenue Growth Fund Institutional BFTIX 068278878 -- 0.10% 0.10%
R6 BFTUX 068278811 -- -- --
Retail BDFFX 068278860 0.25% 0.10% 0.35%
Baron Discovery Fund Institutional BDFIX 068278852 0.10% 0.10%
R6 BDFUX 068278787 -- -- --
Retail BDAFX 068278779 0.25% 0.10% 0.35%
Baron Durable Advantage Fund Institutional BDAIX 068278761 -- 0.10% 0.10%
R6 BDAUX 068278753 -- -- --
BARON SELECT FUNDS
Retail BPTRX ▇▇▇▇▇▇▇▇▇ 0,25% 0.10% 0.35%
Baron Partners Fund Institutional BPTIX ▇▇▇▇▇▇▇▇▇ -- 0.10% 0.10%
R6 BPTUX ▇▇▇▇▇▇▇▇▇ -- -- --
Retail BFGFX ▇▇▇▇▇▇▇▇▇ 0.25% 0.10% 0.35%
Baron Focused Growth Fund Institutional BFGIX ▇▇▇▇▇▇▇▇▇ -- 0.10% 0.10%
R6 BFGUX 0682BM785 -- -- --
Retail BIGFX 08828M306 0.25% 0.10% 0.35%
Baron International Growth Fund Institutional BINIX ▇▇▇▇▇▇▇▇▇ -- 0.10% 0.10%
R6 BIGUX ▇▇▇▇▇▇▇▇▇ -- -- --
Retail BREFX ▇▇▇▇▇▇▇▇▇ 0.25% 0.10% 0.35%
Baron Real Estate Fund Institutional BREIX 06828M8O1 -- 0.10% 0.10%
R6 BREUX ▇▇▇▇▇▇▇▇▇ -- -- --
Retail BEXFX ▇▇▇▇▇▇▇▇▇ 0.25% 0.10% 0.35%
Baron Emerging Markets Fund Institutional BEXIX 08B2BM876 -- 0.10% 0.10%
R6 BEXUX ▇▇▇▇▇▇▇▇▇ -- -- --
Retail ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.25% 0,10% 0.35%
Baron Energy and Resources Fund Institutional BENIX 0682BM85O -- 0.10% 0.10%
R6 BENUX 0682BM769 -- -- --
Retail BGAFX 08828M843 0.25% 0.10% 0.35%
Baron Global Advantage Fund Institutional BGAIX ▇▇▇▇▇▇▇▇▇ -- 0.10% 0.10%
R6 BGLUX ▇▇▇▇▇▇▇▇▇ -- -- --
Baron Real Estate Income Fund Retail BRIFX ▇▇▇▇▇▇▇▇▇ 0.25% 0.10% 0.35%
Institutional BRIIX ▇▇▇▇▇▇▇▇▇ -- 0.10% 0.10%
R6 BRIUX ▇▇▇▇▇▇▇▇▇ -- -- --
Retail BWBFX ▇▇▇▇▇▇▇▇▇ 0.25% 0.10% 0.35%
Baron WealthBullder Fund Institutional BWBIX ▇▇▇▇▇▇▇▇▇ -- 0.10% 0.10%
Retail BHCFX ▇▇▇▇▇▇▇▇▇ 0.25% 0.10% 0.35%
Baron Health Care Fund Institutional BHCHX ▇▇▇▇▇▇▇▇▇ -- 0 10% 0.10%
R6 BHCUX 06B28U652 -- -- --
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* Fees to be paid Intermediary from the Plan. Intermediary waives any right
to payment of such fees until Distributor is in receipt of fees from the
Fund pursuant to the Plan, and Distributor's liability for the payment of
such fees is limited solely to the proceeds of fees received from the Fund
pursuant to the Plan. The Plan Is terminable by the Fund's Board of
Trustees at any time. It is recognized that certain parties may not be
permitted to collect distribution fees under the Plan, and if Intermediary
Is such a party, it will not accept such fees.
+ Paid by Distributor or the Portfolios' investment adviser out of its own
resources.
SCHEDULE B
OMNIBUS ACCOUNTS; NETWORKING
If Accounts are maintained as one or more omnibus or master Accounts in each
Portfolio, then Intermediary will:
- maintain sub-accounts for each Client investing in Shares through the
Accounts;
- perform all sub-accounting for Clients investing in Shares through the
Accounts;
- be responsible for all administration and maintenance of Clients'
investments in Shares through the Accounts; and
- if requested by Distributor, provide, by the tenth day of each calendar
quarter, (a) a report which indicates the number of Clients holding Shares
of a Portfolio through each Account as of the last day of the prior month
and (b) such other information as Distributor or its designee may
reasonably request.
If Accounts are maintained through Networking:
- each party (a) represents that it has executed the NSCC's standard
Networking Agreement (the "Networking Agreement") and (b) agrees to
perform all duties assigned to it by the NSCC and to conduct its
activities In accordance with the rules, regulations, policies and
procedures of the NSCC, as applicable;
- the terms of the Networking Agreement shall be incorporated by reference
herein; the term "Firm" as used in the Networking Agreement shall refer to
Intermediary, and the term "Fund Agent" as used in the Networking
Agreement shall refer to Distributor; and in the event of a conflict
between this Agreement and the Networking Agreement the Networking
Agreement shall control; and
- each party agrees that its responsibilities with respect to accounts
maintained through Networking shall be allocated in accordance with the
Matrix Level agreed between the parties.
OTHER SERVICES(1)
Intermediary shall be responsible for the following, unless an item is the
responsibility of Distributor pursuant to the relevant Matrix Level for Accounts
maintained through Networking:
1. establishing and maintaining the Accounts;
2. accepting orders for the purchase and redemption of Shares and
transmitting such orders to Distributor;
3. tracking, collecting from Clients and remitting to Distributor any
applicable redemption fee to be deducted from Clients' Share redemption
proceeds in accordance with the Prospectuses;
4. disbursing dividends and distributions to Clients and/or arranging for
reinvestment in Shares;
5. delivering Portfolio Documentation to Clients and prospective Clients as
required by applicable law and delivering the Privacy Policy if requested
by Distributor;
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(1) These services are in addition to rendering services in connection with a
Plan (if compensation pursuant to the Plan is indicated on Schedule A).
6. providing Clients with a schedule of services and any fees that
Intermediary may charge Clients directly for such services;
7. maintaining a record of each Client's name, address (including zip code)
and taxpayer identification number; the time, date and price for all Share
transactions; and the number of Shares held by such Client;
8. preparing, filing and transmitting all federal, state and local government
returns and reports as required by law;
9. providing the Fund or its designee with Account registration and other
information and updates to such information, including addresses, tax
identification numbers, tax withholding information and the selection of
Account options and privileges (registration information must be received
prior to any trade activity and the Fund may reject any form of pending
registration);
10. monitoring and maintaining Client accounts, including verifying account
information and documentation and delivering confirmations in compliance
with Rule 10b-10 under the Exchange Act;
11. as required by law, preparing and transmitting to Clients periodic account
statements showing, among other appropriate information, the total number
of Shares owned and the net asset value of Shares as of the statement
closing date, purchases and redemptions of Shares during the period and
other distributions during the statement period (whether paid in cash or
reinvested);
12. making Intermediary's employees available during normal business hours to
consult with Distributor or its designees concerning the performance of
Intermediary's responsibilities under this Agreement;
13. maintaining all other records as required by law; and
14. providing such other information and services as the Fund reasonably may
request, to the extent permitted by applicable law, rule or regulation.
SCHEDULE C
OPERATING PROCEDURES
GENERAL
- Orders that Intermediary receives from Clients by the close of regular
trading (the "Close of Trading") on the New York Stock Exchange (the
"NYSE") (usually 4:00 p.m., Eastern time) on each day on which a Portfolio
calculates its net asset value (as described in the Prospectuses, a
"Business Day") shall be treated by Distributor and Intermediary as though
received on that Business Day. Orders that Intermediary receives after the
Close of Trading shall be treated by Distributor and Intermediary as
though received on the next Business Day.
- Distributor will use commercially reasonable efforts to make available to
Intermediary each Portfolio's net asset value per Share on each Business
Day as soon as reasonably practicable after calculation--usually
7:00 p.m., Eastern time.
- Each Portfolio or its agent will furnish to Intermediary notice of the
declaration of any dividends or distributions payable by the Portfolio.
This information will include the record and payable dates.
- Dividends and distributions will be automatically reinvested at net asset
value in accordance with the Prospectuses unless otherwise instructed by
Intermediary.
- In the event that Intermediary does not make timely payment for purchases
of Shares in accordance with this Agreement, Distributor reserves the
right, at Its option and without notice to Intermediary, to sell the
Shares ordered back to the relevant Portfolio or Portfolios, and
Intermediary shall be responsible for resulting Losses to the Portfolios
pursuant to Section 10 of this Agreement.
FOR TRANSACTIONS THROUGH THE NSCC'S FUND/SERV SERVICE
- Each party (a) represents that it has entered into a membership agreement
with the NSCC and it is eligible to participate in the NSCC's Fund/SERV
system and (b) agrees to perform all duties assigned to it by the NSCC and
to conduct its activities in accordance with the rules, regulations,
policies and procedures of the NSCC, as applicable, which are incorporated
herein.
- Intermediary shall use its best efforts to transmit all Account
transactions through Fund/SERV by 8:00 p.m., Eastern time each Business
Day or, if Intermediary is using the Defined Contribution Clearing Service
of the NSCC ("DCCS") and uses the settlement override indicator, 6:00
a.m. on the next Business Day ("T+1"). If Intermediary fails to transmit
such transactions through Fund/SERV by 12:00 a.m., Eastern time on T+1,
or, if Intermediary is using DCCS and uses the settlement override
indicator, by 6:00 a.m. on T+1, Intermediary shall notify Distributor by
9:00 a.m., Eastern time on T+1 of such failure.
FOR MANUAL TRANSACTIONS
Unless processed using the NSCC's Fund/SERV interfaces in the customary manner
as prescribed by the NSCC, operational responsibilities will be executed as
follows:
- For trades placed on T+1 for investment at the prior Business Day's net
asset value:
(a) Trade orders for the Accounts must be communicated to Distributor by
Intermediary prior to 9:00 a.m., Eastern time on T+1 (the "Order
Deadline") in the manner agreed between the parties;
(b) Intermediary will wire, or arrange for the wire of, the purchase
price of each purchase order to the Portfolios' custodian (the
"Custodian") as Distributor shall direct in writing so
that either (i) such funds are received by the Custodian prior to
11:30 a.m., Eastern time on T+1, or (ii) Intermediary provides
Distributor or its designee a federal funds wire system reference
number prior to 11:30 a.m., Eastern time on T+1 evidencing the entry
of the wire transfer of the purchase price prior to such time; and
(c) Distributor or its designee shall transmit by wire the proceeds of
net redemption orders placed by the Order Deadline by Intermediary
to the appropriate custodial account.
- Distributor will make available confirmations of each executed trade the
next Business Day following receipt of the trade from Intermediary.
Intermediary shall promptly inform Distributor of any discrepancies.
- Distributor will make Account statements available no less frequently
than each calendar quarter.
