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FORM N-4, ITEM 24(b)(8.65)
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Form of SHAREHOLDER SERVICES AGREEMENT between AUL & Xxxx Xxxxx
THIS SHAREHOLDER SERVICES AGREEMENT (the "Agreement"), effective August
1, 2012, by and between OneAmerica Securities, Inc. and American United Life
Insurance Company, Inc. (individually or collectively the "Administrator", "You"
or "Your") and Xxxx Xxxxx Investor Services, LLC (the "Distributor" or "Us"), as
distributor of the funds identified in ATTACHMENT A attached hereto which we may
amend from time to time upon written notice to You (the "Funds").
WHEREAS, Administrator has been retained by the sponsor of a qualified
employee benefit plan or plans (the "Plan" or "Plans"), to provide recordkeeping
and related administrative services on behalf of such Plans and the participants
under such Plans (the "Participants"), including daily valuation and processing
of orders for investment and reinvestment of assets in the various investment
options available under the Plans; and
WHEREAS, Administrator has been requested by the sponsor of such
qualified employee benefit Plans to offer as investment options under such
Plans, the shares of one or more of the Funds, each of which is a mutual fund
registered under the Investment Company Act of 1940, as amended (1/1940 Act");
and
WHEREAS, the parties desire that Western Asset Management Company
("Western Asset"), a wholly-owned subsidiary of Xxxx Xxxxx, Inc. and an
affiliate of the Distributor, be added as a signatory to the Agreement solely
with respect to the compensation provisions relating to the Western Asset family
of mutual funds; and
WHEREAS, on the terms and conditions hereinafter set forth, the parties
desire to make shares of the Funds available as investment options under the
Plans and to retain. Administrator to perform certain administrative services on
behalf of the Funds, and Administrator is willing and able to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the Administrator and the Distributor agree as follows:
1. TRANSACTIONS IN THE FUNDS. Subject to the terms and conditions of this
Agreement, the Distributor will make shares of the Funds available to be
purchased, exchanged or redeemed, by or on behalf of the Plan or Plans through a
single account per Plan for each Fund (the "Accounts") at the net asset value
applicable to each order. The Funds' shares shall be purchased and redeemed on a
net basis in such quantity and at such time as determined by Administrator to
correspond with investment instructions received by Administrator from the
Participants. Dividends and capital gains distributions will be automatically
reinvested in full and fractional shares of the Funds.
2. ADMINISTRATIVE SERVICES AND COMPENSATION.
(a) Administrator agrees to provide all administrative services for
the Plan and Plan Participants, including but not limited to those specified in
ATTACHMENT B (the "Administrative Services"). Neither the Distributor nor any of
its affiliates shall be required to
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provide Administrative Services for the benefit of the Plans or Plan
Participants. Administrator's representatives shall not make any statements that
indicate otherwise to Participants or representatives of any Plan. Administrator
agrees that it will maintain and preserve all records as required by law or its
agreement with the Plan sponsors to be maintained and preserved in connection
with providing the Administrative Services, and will otherwise comply with all
laws, rules and regulations applicable to the provision of the Administrative
Services. Administrator will permit the Distributor or its representatives to
have reasonable access to its personnel and records in order to facilitate the
monitoring of the quality of the Administrative Services.
(b) In consideration of the Administrator providing the services
outlined in Attachment B of this Agreement, payment ("Payment") at an annualized
basis points rate on assets invested in each Fund shall be made to the
Administrator on a quarterly basis, for those funds listed in Attachment A.
Payment will be calculated based on the daily average assets under management.
The Payment contemplated by this Paragraph shall be calculated by Administrator
at the end of each calendar quarter. Administrator shall provide Distributor
with an invoice for the Payment, accompanied by supporting schedules, in an
electronic format that can be easily manipulated. The supporting schedules shall
include CUSIPS, Fund Names and share classes. Administrator shall provide
assets, number of participant accounts, billing rate and fee calculation for
each CUSIP. Administrator will be paid within 30 business days of receipt of an
invoice. The Administrator represents that it may legally receive the payment
contemplated by this Agreement and its acceptance of the Payment is in
accordance with all applicable rules and regulations, including the Employee
Retirement Income Security Act ("ERISA").
(c) If Distributor's payments to Administrator under Section 2 and
Attachment A hereunder in whole or in part are financed by a Fund in accordance
with a Fund's plan of . distribution adopted pursuant to Rule 12b-1 under the
1940 Act or authorized by a Fund's Board to pay for sub-accounting and/ or
sub-transfer agent related services outside of a Rule 12b-1 plan, then in the
event of the termination, cancellation or modification of such 12b-1 plan or
sub-accounting and/ or sub-transfer agent fee arrangement by a Fund's board of
directors or trustees or shareholders, Administrator agrees upon notification at
the Distributor's option to waive its right to receive such compensation
pursuant to Section 2 and Attachment A hereunder until such time, if ever, as
Distributor receives payment.
3. PROCESSING AND TIMING OF TRANSACTIONS.
(a) Administrator shall be considered an agent of the Funds for the
limited purpose of accepting purchase, exchange, and redemption orders for Fund
shares from the Plans andy orParticipants. as applicable, on the Distributor's
behalf for purposes of Rule 22c-1 under the 1940 Act. On each day the New York
Stock Exchange (the "Exchange") is open for business (each, a "Business Day"),
Administrator may receive instructions from the Plans and/ or Participants for
the purchase, exchange or redemption of shares of the Funds ("Orders"). Orders
received and accepted by Administrator prior to the close of regular trading on
the Exchange (the "Close of Trading") on any given Business Day and transmitted
to the Funds by 9:00 a.m. Eastern time the next Business Day will be executed at
the net asset value determined as of the Close of Trading on the Business Day
the order was received by Administrator. Any Orders received by Administrator on
such day but after the Close of
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Trading, and all Orders that are transmitted to the Funds after 9:00 a.m.
Eastern time on the next Business Day, will be executed at the net asset value
determined as of the Close of Trading on the next Business Day following the day
of receipt of such Order. The day on which an Order is executed pursuant to the
provisions set forth above is referred to herein as the "Effective Trade Date."
Administrator shall process Orders in accordance with the terms and conditions
of the Funds' prospectuses and application for the purchase of Fund shares
(including compliance with the shareholder eligibility, frequent trading and
redemption fee provisions, where applicable).
(b) By 6:00 p.m. Eastern time on each Business Day, Distributor or
its designee will use its best efforts to provide to Administrator via facsimile
or other electronic transmission acceptable to Administrator, the Funds' net
asset value, dividend and capital gain information and, in the case of money
market funds, the daily accrual for interest rate factor (mil rate), determined
at the Close of Trading.
(c) By 9:00 a.m. Eastern time on the Business Day following the
receipt of orders, Administrator will provide to the Funds via facsimile or
other electronic transmission acceptable to the Funds 01' Distributor a report
stating whether the Orders received by Administrator from Participants by the
Close of Trading on such Business Day resulted in each Plan being a net
purchaser or net seller of shares of the Funds.
(d) Upon the timely receipt from Administrator of the report
described in (c) above, the purchase or redemption transactions (as the case may
be) will be executed at the net asset value computed at the Close of Trading on
the Effective Trade Date. Such purchase and redemption transactions will settle
on the Business Day next following the Effective Trade Date. Payments for net
purchase and net redemption orders shall be made by wire transfer by the Plan
(for net purchases) 01' by the Funds (for net redemptions) to the account
designated by the appropriate receiving party on the Business Day following the
Effective Trade Date. If payment for a net purchase transaction is not wed by
the Business Day next following the Effective Trade Date, Distributor reserves
the right to cancel the trade. Neither Distributor or Administrator shall impose
a minimum wire amount requirement,
(e) You agree to maintain records sufficient to identify the date and
time of receipt of all customer transactions and shall make such records
available upon request for examination by Distributor, 01' its designated
representative, at the request of the transfer agent or by appropriate
governmental authorities. Under no circumstances shall You change, alter or
manipulate any customer transactions received by You in good order.
(f) You have systems and procedures reasonably designed and
implemented to identify market timing/frequent trading patterns. When market
timing is identified by Us or You, You will block the accounts of identified
market timers, either under your procedures 01' at our request.
(g) If You are a member of the National Securities Clearing
Corporation ("NSCC"), or otherwise have access to the NSCC's Fund/SERV system,
and desire to transmit orders through Fund/SERV, You shall complete the NSCC
Implementation Form. You agree that You shall comply with the most current rules
and procedures of the NSCC when transmitting orders through Fund/SERV.
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(h) If You have executed the NSCC's Standard Networking Agreement
("Networking Agreement") and desire to transmit data to Distributor through
NSCC's Networking service, You and Distributor shall both be bound by the terms
of the Networking Agreement and the current rules and procedures of the NSCC,
and shall participate in Networking in accordance with the parameters agreed
upon in the NSCC Implementation Form.
4. MAINTENANCE OF RECORDS. Distributor and Administrator shall maintain
and preserve all records as required by law to be maintained and preserved in
connection with providing the Administrative Services and in making shares of
the Funds available to the Plans. Upon the request of Distributor, its designee,
or the Funds, 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 Distributor, the Funds, or their
representatives, including without limitation its auditors or legal counsel, to
(a) monitor and review the Administrative 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 Distributor, the Funds, or their representatives to
have reasonable access to its personnel and records in order to facilitate the
monitoring of the quality of the Administrative Services. '
5. COMPLIANCE WITH LAWS. At all times, Administrator shall comply with all
laws, rules and regulations applicable to it under Federal and state securities
laws, including without limitation, requirements for delivery of prospectuses
(which term includes prospectus supplements ).
6. BLUE SKY REGISTRATIONS. Distributor shall notify Administrator of the
states or other jurisdictions in which Shares are currently available for sale
to the public. Distributor shall have no obligation to register or make
available Shares in any state or other jurisdiction. Administrator shall provide
to the transfer agent of each Fund or Series, or other designated agent, each
client's state of residency on each trade record and registration record so
Distributor can monitor trades for blue sky compliance. Administrator represents
and warrants that it will not offer Shares of any Fund or Series for sale in any
state or jurisdiction where such Shares may not be legally sold or where
Administrator is not qualified to act as a broker-dealer or is other wise exempt
from such qualification. Administrator also represents and warrants that it will
not offer Shares of any Fund in any foreign country unless authorized by
Distributor. If Administrator trades shares in an omnibus account, Administrator
agrees to provide a detailed trade file to Distributor or Distributor's
designated agent for blue sky monitoring purposes.
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7. REPRESENTATIONS WITH RESPECT TO FUNDS. Administrator and its agents and
representatives shall not make any representations concerning a Fund except
those contained in the then-current prospectus of such Fund and in current Fund
sales literature.
8. RELATIONSHIP OF PARTIES. Except to the extent provided in
Section 3, it is understood and agreed that all Administrative Services
performed hereunder by Administrator shall be as an independent contractor and
not as an employee or agent of Distributor or the Funds, and none of the parties
shall hold itself out as an agent of any other party with the authority to bind
such party.
9. USE OF NAME. Except as otherwise expressly provided for in this
Agreement, neither party shall use, nor shall it allow its employees or agents
to use any name, logo, trademark, service xxxx or other proprietary designation
of the other party without the express prior written consent of the other party.
Administrator shall not use, nor shall it allow its employees or agents to use
any name, logo, trademark, service xxxx or other proprietary designation of any
mutual funds, products or services sponsored, managed, advised, administered, or
distributed by Distributor or any of its affiliates, for advertising, trade, or
any other purposes whatsoever without the express prior written consent of
Distributor.
10. TERMINATION.
(a) Either party may terminate this Agreement by providing sixty
(60) days I advance written notice to the other parties hereto.
(b) Notwithstanding the foregoing and subparagraph 11 (b) iv, each
party hereto has the right to terminate this Agreement without penalty upon 30
days' notice to the other party; PROVIDED, HOWEVER, that termination shall not
affect any party's obligations hereunder with respect to any transactions or
activities occurring prior to the effective time of termination.
(c) In addition, this Agreement may be terminated with respect to
any Fund at any time, without the payment of any penalty, by a vote of the
Fund's Board, by a vote of a majority of those members of such Board who are not
"interested persons" of that Fund as defined in the 1940 Act, or by vote of a
majority of the outstanding voting securities of a Fund on 60 days written
notice to Administrator and Distributor. Upon termination of this Agreement,
ongoing trail commissions and/ or shareholder servicing fees shall no longer
accrue or be paid to Administrator.
11. REPRESENTATIONS OF THE PARTIES.
(a) Administrator represents and warrants that:
(i) that it has full power and authority to enter into
and perform all of its duties under this Agreement;
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(ii) this Agreement constitutes a legal, valid and
binding obligation of it, and is fully enforceable against
Administrator in accordance with its terms.
(iii) To the extent applicable, Administrator is
registered with the appropriate securities authorities in all states
in which its activities make such registration necessary.
(iv) Administrator also hereby represents that it will
promptly notify the Distributor and the Adviser in the event that
Administrator is for any reason unable to perform any of its
obligations under this Agreement.
(b) Administrator hereby represents and warrants that
with respect to order placement:
(i) Orders received by Administrator before the Close
of Trading on any Business Day shall not be aggregated with Orders
received at or after the Close of Trading.
(ii) Administrator's internal systems for processing and
transmitting Orders are suitably designed to prevent
Orders received at or after Close of Trading on any
Business Day from being aggregated with Orders
received before Close of Trading.
(iii) With respect to any and all transactions in Shares
of the Funds pursuant to this Agreement, it is
understood and agreed in each case that unless
otherwise agreed to by Us in writing: (a) You will
use best efforts to enforce the applicable terms and
conditions governing the placement of orders as set
forth in the Prospectus including restrictions on
frequent trading, imposition of redemption fees and
maintenance of account balance minimums; and (b) You
are legally permitted to receive all compensation
contemplated by this Agreement and, if acting as a
fiduciary, the receipt of such compensation is
consistent with Your fiduciary obligations.
(iv) With respect to any and all transactions in Class B,
C or R Shares of the Funds pursuant to this
Agreement, it is understood and agreed in each case
that unless otherwise agreed to by Us in writing:
(a) You are a broker-dealer and You are legally
permitted to receive all compensation contemplated
by this Agreement and, if acting as a fiduciary, the
receipt of such compensation is consistent with Your
fiduciary obligations; (b) If You are not a
broker-dealer registered under the 1934 Act, You are
(1) not in violation of any banking law, rule or
regulations as
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to which You are subject and that the transactions
contemplated by this Agreement will not result in
any violations of any banking law, rule or
regulation, and (2) exempt from registration under
the 1934 Act as a brokerdealer and will continue to
be exempt from registration as long as this
Agreement is in effect. You agree to notify Us
immediately in the event that You are no longer
exempt from registration under the 1934 Act as
broker-dealer. We shall have the right to terminate
this Agreement immediately upon receipt of such
notice
(c) The Distributor represents and warrants that:
(i) it has full power and authority to enter into and
perform this Agreement as principal underwriter for the Funds;
(ii) it will promptly notify Administrator in the event
that it is for any reason unable to perform any of its obligations
under this Agreement.
(d) Administrator agrees to promptly forward any Participant
complaint or threatened or pending litigation notices specifically relating to
the management of any Fund, whether written or if verbal, in the form of a
written summary, to Distributor. Distributor will undertake to investigate and
respond to the complaint or . threatened to pending litigation notices in line
with Distributor's complaints and litigation procedures. Administrator agrees to
fully cooperate with such investigation and response.
(e) Administrator acknowledges that it is its responsibility to
provide proper instruction, training and supervision of appropriate personnel in
order that the Funds will be offered and sold in .accordance with the terms and
conditions of this Agreement and in accordance with all applicable laws. It is
the responsibility of Administrator to assure that its personnel are properly
licensed, certified and familiar with the Funds.
(f) Administrator shall not release or publish news releases, public
announcements, advertising or other publicity relating to this Agreement or to
the arrangements contemplated by the Agreement without the prior review and
written approval of Distributor; provided, however, that Administrator may make
such disclosures as are required by legal, accounting or regulatory
requirements.
(g) Administrator agrees to only use legal documentation advertising
and any other material relating to Distributor and the Funds that is supplied by
Distributor or reviewed and approved in writing by Distributor in advance of
use.
(h) Administrator agrees that: (a) it is responsible for having in
place anti-money laundering procedures which comply with Title III of the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, as amended and
the rules promulgated thereunder, and any related state,
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self-regulatory organization and SEC anti-money laundering laws, rules and
regulations all local' laws in jurisdictions in which shares of the funds are
distributed, (b) it is solely responsible to take all reasonable steps to
determine: (1) the true identity 'of a plan's client, (2) the source of a plan's
client's funds and (3) that a plan's client is not involved in money laundering
activities, and (c) it is solely responsible to comply with any other "know Xxx'
customer" requirements in accordance with applicable law. Unless otherwise
agreed Administrator is also responsible for implementing procedures necessary
to monitor a plan's client transactions in order to detect attempted or actual
money laundering in accordance with applicable law. Administrator further agrees
to provide Distributor, upon reasonable request, with documentation relating to
its anti-money laundering policies and analysis. In the event that Administrator
becomes aware of any change in the above representations and warranties,
Administrator will promptly notify Distributor of such changes.
(i) Administrator agrees that with respect to the compensation it
receives it will make or cause to be made disclosure of such payments in
accordance with applicable law.
G) Distributor will provide Administrator, without expense, with the
number of prospectuses, proxy statements and periodic shareholder reports and
such other information with respect to the Funds as Administrator may reasonable
request. Distributor will notify Administrator regarding planned shareholder
meetings and proxy votes, as soon as possible. Administrator shall, at its own
expenses, deliver or arrange for the delivery of any such materials described
above to the Plans and/ or Plan Participants, as applicable.
12 . LIMITATION OF LIABILITY.
(a) Administrator agrees to indemnify, defend, and hold Distributor
and its officers, directors, employees and agents, and each Fund and its
officers, directors, employees and agents, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
defending against such claims, demands or liabilities and any reasonable counsel
fees incurred in connection therewith) incurred by any of them, under common law
or otherwise arising out of or based upon (i) any breach by Administrator or its
affiliates, officers, directors, employees or agents of any representation,
warranty, or provision of this Agreement, (ii) the Administrator's dissemination
of information regarding Distributor or any Fund that contains an untrue
statement of material fact or any omission of a material fact necessary in order
to make the statements made, in light of the circumstances under which they were
made, not misleading and that was not published or provided to Administrator by
or on behalf of Distributor or the Fund, or accurately derived from information
published or provided by or on behalf of Distributor or the Fund; or (iii) any
willful misconduct or negligence by Administrator in the performance of, or
failure to perform, its obligations under this Agreement, except to the extent
such losses are caused by Distributor or a Fund or by a breach of this Agreement
by Distributor or a Fund, or the willful misconduct or negligence of Distributor
or a Fund in connection with the performance of, or the failure to perform,
their obligations under this Agreement. The terms of this paragraph will survive
termination of this Agreement.
(b) Distributor agrees to indemnify, defend, and hold Administrator
and its officers, directors, employees and agents, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of defending against such claims,
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demands or liabilities and any reasonable counsel fees incurred in connection
therewith) incurred by any of them, under common law or otherwise arising out of
or based upon (i) any breach by Distributor of any representation, warranty, or
provision of this Agreement, (ii) Administrator's dissemination of information
regarding Distributor or any Fund that contains an untrue statement of material
fact or any omission of a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading that was published or provided to Administrator by or on behalf of
Distributor, or accurately derived from information published or provided by or
on behalf of Distributor; or (iii) any willful misconduct or negligence by
Distributor in the performance of, or failure to perform, its obligations under
this Agreement, except to the extent such losses are caused by Administrator or
by Administrator's breach of this Agreement, or Administrator's willful
misconduct or negligence in the performance of, or failure to perform, its
obligations under this Agreement, The terms of this paragraph will survive
termination of this Agreement.
(c) Each Fund agrees to inde:rnni.fy, defend, and hold Administrator
and its officers, directors, employees and agents, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending against such claims, demands or liabilities
and any reasonable counsel fees incurred in connection therewith) incurred by
any of them, under common law or otherwise arising out of or based upon (i) any
breach by such Fund of any representation, warranty, or provision of this
Agreement, (ii) Administrator's dissemination of information regarding the Fund
that contains an untrue statement of material fact or any omission of a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading that was published or
provided to Administrator by the Fund, or accurately derived from information
published or provided by the Fund; or (iii) any willful misconduct or negligence
by the Fund in the performance of, or failure to perform, its obligations under
this Agreement. except to the extent such losses are caused by Administrator or
by Administrator's breach of this Agreement, or Administrator's willful
misconduct or negligence in the performance of, or failure to perform, its
obligations under this Agreement. The terms of this paragraph will survive
termination of this Agreement.
13. FORCE MAJEURE. In the event that either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable to
the other party for any damages resulting from such failure to perform or
otherwise from such causes.
14. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees that this
Agreement and the arrangement described herein are intended to be non-exclusive
and that each of the parties is free to enter into similar agreements and
arrangements with other entities.
15. SURVIVAL. The provisions of Section 9 (use of names) and Section 12
(limitation of liability) of this Agreement shall survive termination of this
Agreement.
16. CONFIDENTIALITY AND PRIVACY.
(a) The Distributor and Administrator agree to keep confidential all
proprietary data software, processes, information, non-public records and
documentation that are
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exchanged or negotiated pursuant to this Agreement or in carrying out this
Agreement.; and shall not be voluntarily disclosed by either party without the
prior written consent of the other party, except as may be necessary to perform
under this Agreement, as required by law, or pursuant to an order of a court,
governmental agency or regulatory body.
(b) Administrator represents and warrants that it has implemented
policies and procedures and that are reasonably designed to ensure the security
and confidentiality of customer records and information and to ensure its
compliance with SEC's Regulation S-P or other applicable privacy law.
(c) Administrator also represents and warrants that the security of
its computer system is commercially reasonable and reasonably designed to
prevent any illegal or injurious activities of persons (including outside
parties) attempting to access a computer system maintained or operated by or on
behalf of Distributor or the Funds through Administrator's computer system.
17. AMENDMENT. We reserve the right to amend this Agreement in any respect
effective on 30 days notice to You and Your placing of an order after the
effective date of any such amendment shall constitute Your acceptance thereof
unless you have otherwise notified Us in writing. Each notice of amendment
required by this paragraph shall be provided by electronic communication (i.e.,
electronic mail) or given in writing and delivered personally or mailed by
certified mail or overnight courier service or sent by facsimile to the address
identified herein or such other address as You may by written notice provide.
18. SUITABILITY. If applicable, You agree that it is Your responsibility to
evaluate and determine that any transaction in fund shares (including a
transaction in a specific class of fund shares) is a suitable transaction for
each client based on client's objectives and risk profile.
19. INFORMATION SHARING. The Distributor, and the Administrator, confirm
their agreement for the sharing of transaction information relating to any and
all of the fund families that may be offered by the Distributor from time to
time with respect the implementation and compliance with SEC Rule 22c-2 under
the 0000 Xxx.
(a) The Administrator agrees to provide to the Distributor and/ or
its designee, upon written request, the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN"), or other
government issued identifier ("GII"), if known, of any or all Clients of the
account. The Administrator also agrees to provide the number of shares, dollar
value, date, name or other identifier (including broker identification number)
of any investment professional(s) associated with the Client(s) or account (if
known), and transaction type (purchase, redemption, transfer or exchange) of
every purchase, redemption, transfer, or exchange of Shares held through an
account maintained by the Administrator during the period covered by the
request. Requests must set forth a specific period, generally not to exceed 90
days from the date of the request, for which transaction information is sought.
The Fund and/ or its designee may request transaction information older than 90
days from the date of the request as it deems necessary to investigate
compliance with policies established by the Fund for the purpose of eliminating
or reducing any dilution of the value of the outstanding shares issued by the
Fund.
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(b) The Administrator agrees to transmit the requested information
that is on its books and records to the Distributor and/ or its designee
promptly, but in any event not later than five (5) business days, or as
otherwise agreed to by the parties, after receipt of a request. If the requested
information is not on the Administrator's books and records, the Administrator
agrees to (i) provide or arrange to provide to the Fund and/ or its designee the
requested information pertaining to shareholders who hold accounts with an
indirect intermediary; or (ii) if directed by the Distributor, block further
purchases of Shares from such indirect intermediary. In such instance, the
Administrator agrees to inform the Distributor whether it plans to perform (i)
or (ii). Responses required by this paragraph must be communicated in writing
and in a format mutually agreed upon by the parties. To the extent practicable,
the format for any transaction information provided to the Distributor should be
consistent with the NSCC Standardized Data Reporting Format. For purposes of
this provision, an "indirect intermediary" has the same meaning as in SEC Rule
22c-2 under the 1940 Act.
(c) The Distributor agrees not to use the information received for
marketing or any other similar purpose without the prior written consent of the
Administrator.
(d) The Administrator agrees to execute written instructions from
the Distributor to restrict or prohibit further purchases (including shares
acquired by exchanges) of Shares by a Client that has been identified by the
Distributor as having engaged in transactions of the Shares (directly or
indirectly through the Intermediary's account) that violates policies
established by the Fund.
(e) Instructions must include the TIN, ITIN or GIl if known, and the
specific restriction(s) to be executed. If the TIN, ITIN or GIl is not known,
the instructions must include an equivalent identifying number of the Client(s)
or account(s) or other agreed upon information to which the instruction relates.
(f) The Administrator agrees to execute instruction as soon as
reasonably practicable, but not later than five (5) business days, or as
otherwise agreed to by the parties, after receipt of the instructions by the
Intermediary.
(g) The Administrator must provide written confirmation to the
Distributor that instructions have been executed. The Administrator agrees to
provide confirmation as soon as reasonably practicable, but not later than ten
(10) business days after the instructions have been executed.
(h) The provisions of this Section 20 shall survive termination of
this Agreement for at least 60 days after the termination date.
(i) EFFECTIVE DATE. The provisions of the Agreement, related to 22c2
shall be effective as of the latter of the date of this Agreement or April 16,
2007 or such other compliance date mandated by Rule 22c-2 under the 1940 Act.
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20. NOTICE OF BREACH. You agree to notify Us promptly if any representation
or warranty made by You in Paragraph 11 (b) iii and iv, as applicable, ceases to
be true and accurate.
21. NOTICES. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
telecopier, express delivery or registered or certified mail, postage prepaid,
return receipt requested, or sent by electronic mail or other electronic
communication, to the party or parties to whom they are directed at the
following addresses, or at such other addresses as may be designated by notice
from such party to all other parties.
To Administrator: c/o _____________________
Attn: ___________________
Phone: __________________
Fax: ____________________
To Distributor:
Xxxx Xxxxx Investor Services, LLC
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Business Development
Fax: 000-000-0000
Any notice, demand or other communication given in a manner prescribed in
this Section 22 shall be deemed to have been delivered on receipt.
22. SUCCESSORS AND ASSIGNS. This Agreement shall terminate automatically
upon its assignment without the written consent of all parties to the Agreement
at the time of such assignment. The assignment of the Agreement shall not change
the obligations, rights or responsibilities under this Agreement and it shall be
binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
23. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
24. SEVERABILITY. In case anyone or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
25. GOVERNING- LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (excluding conflict of laws
principles).
Page 12 of 24
26. COMPLIANCE RULE. Administrator agrees to provide Distributor with any
assistance or report that Distributor reasonably requests in order to fulfill
its duties to assist the Funds with compliance with SEC Rule 38a-l under the
1940 Act, in Distributor's capacity as principal underwriter to each Fund.
27. DEBT AND OBLIG-ATIONS. Administrator shall not incur, nor does it have
the authority to incur, any debts or obligations on behalf of Distributor or any
Fund.
28. ANTI-BRIBERY & CORRUPTION. The Administrator represents and warrants
that it understands the requirements of all applicable laws, rules or
regulations relating to bribery and corruption both in the Administrator's home
jurisdiction and in any other jurisdictions which may have a connection to the
services performed by the Administrator in connection with this Agreement. The
Administrator further represents and warrants that it will fully and faithfully
comply with all requirements of such laws, rules or regulations in connection
with all activities under or in any way connected with this Agreement and such
requirements that the Distributor may notify to Administrator.
29. ENTIRE AGREEMENT. This Agreement, including the Attachments hereto,
constitutes the entire agreement between the parties with respect to the matters
dealt with herein, and supersedes all previous agreements, written or oral, with
respect to such matters.
30. HEADINGS. The headings used herein are for convenience of reference
only and shall not be used in construing or interpreting the provisions of this
Agreement.
31. EFFECTIVENESS OF PAYMENT OBLIGATIONS. No compensation, fees or payment
obligations contemplated by this Agreement will accrue until the date that the
Agreement is executed by the Distributor.
OneAmerica Securities, Inc.
Xxxxxxx X. Xxxxxx
Title: President
Date: 10/11/12
Xxxx Xxxxx Investor Services, LLC
Xxxxxxx X. Xxxxxxx
Title: Director
Date: 10/25/12
Page 13 of 24
ATTACHMENT A
American United Life Insurance Company
Xxxxx X. Xxxxx
Title: Assistant V.P.
Date: 10/11/12
Acknowledged and Agreed to:
Western Asset Management Company
Xxxxxx X. Xxx Xxxxxxxxx
Head of NY Operations/Client Service/Marketing
Page 14 of 24
ATTACHMENT A
------------
FUNDS AVAILABLE
Xxxx Xxxxx Class A - Funds with annual compensation on assets comprised of 12b-l
(which is currently 25bps) and recordkeeping fees of 35bps. The recordkeeping
fees may be comprised of fund payments, revenue share or a combination of the
two.
Fund Name Class Ticker CUSIP
Xxxx Xxxxx Target Retirement 2015 Fund A LMFAX 00000X000
Xxxx Xxxxx Target Retirement 2020 Fund A LMWAX 00000X000
Xxxx Xxxxx Target Retirement 2025 Fund A LMXAX 00000X000
Xxxx Xxxxx Target Retirement 2030 Fund A LMVAX 00000X000
Xxxx Xxxxx Target Retirement 2035 Fund A LMNAX 00000X000
Xxxx Xxxxx Target Retirement 2040 Fund A LMYAX 00000X000
Xxxx Xxxxx Target Retirement 2045 Fund A LMKAX 00000X000
Xxxx Xxxxx Target Retirement 2050 Fund A LMJAX 00000X000
Xxxx Xxxxx Target Retirement Fund A LMPAX 00000X000
Xxxx Xxxxx Class A - Funds with annual compensation on assets comprised of 12b-l
(which is currently 25bps) and recordkeeping fees of 25bps. The recordkeeping
fees may be comprised of fund payments, revenue share or a combination of the
two.
Fund Name Class Ticker CUSIP
Xxxx Xxxxx XX Absolute Return Opportunities Fund A LROAX 524686722
Xxxx Xxxxx XX Diversified Large Cap Value Fund A LBWAX 524686789
Xxxx Xxxxx XX Global Opportunities Bond Fund A GOBAX 524686383
Xxxx Xxxxx XX International Opportunities Bond Fund A LWOAX 524686656
Xxxx Xxxxx Capital Management All Cap Fund A SPAAX 00000X000
Xxxx Xxxxx Capital Management Disciplined Equity Research Fund A LCDAX 524686854
Xxxx Xxxxx Capital Management Growth Trust A LGGAX 524686540
Xxxx Xxxxx Capital Management Opportunity Trust A LGOAX 00000X000
Xxxx Xxxxx Capital Management Special Investment Trust A LMSAX 524686482
Xxxx Xxxxx Capital Management Value Trust A LGVAX 524686623
Xxxx Xxxxx ClearBridge Aggressive Growth Fund A SHRAX 00000X000
Xxxx Xxxxx ClearBridge Appreciation Fund A SHAPX 00000X000
Xxxx Xxxxx ClearBridge Equity Fund A LMQAX 524695202
Xxxx Xxxxx ClearBridge Equity Income Builder Fund A SOPAX 00000X000
Xxxx Xxxxx ClearBridge Fundamental All Cap Value Fund A SHFVX 00000X000
Xxxx Xxxxx ClearBridge Large Cap Value Fund A SINAX 52470JI00
Xxxx Xxxxx ClearBridge Large Cap Growth Fund A SBLGX 00000X000
Xxxx Xxxxx ClearBridge Mid Cap Core Fund A SBMAX 00000X000
Xxxx Xxxxx Clear Bridge Mid Cap Growth Fund A LBGAX 00000X000
Xxxx Xxxxx ClearBridge Small Cap Growth Fund A SASMX 00000X000
Page 15 of 24
Xxxx Xxxxx ClearBridge Small Cap Value Fund A SBVAX 00000X000
Xxxx Xxxxx ClearBridge Tactical Dividend Income Fund A CFLGX 00000X000
Xxxx Xxxxx Global Currents International All Cap Opportunity Fund A SBIEX 00000X000
Xxxx Xxxxx Global Currents International Small Cap Opportunity Fund A LCOAX 00000X000
Xxxx Xxxxx Class A - Funds with annual compensation on assets comprised of 12b-l
(which is currently 25bps) and recordkeeping fees of 15bps.
Fund Name Class Ticker CUSIP
Xxxx Xxxxx Batterymarch Emerging Markets Trust A LMRAX 524686177
Xxxx Xxxxx Batterymarch Global Equity Fund A CFIPX 00000X000
Xxxx Xxxxx Batterymarch International Equity Trust Notel A LMEAX 524686292
Xxxx Xxxxx Batterymarch U'S. Large Cap Equity Fund A LMUPX 00000X000
Xxxx Xxxxx Batterymarch U'S. Small Cap Equity Portfolio A LMBAX 524686433
Xxxx Xxxxx Esemplia Emerging Markets Equity Fund A SMKAX 00000X000
Xxxx Xxxxx Investment Counsel Financial Services Fund A SBFAX 00000X000
Xxxx Xxxxx Investment Counsel Social Awareness Fund A SSIAX 00000X000
Xxxx Xxxxx Lifestyle Allocation 30% A SBCPX 00000X000
Xxxx Xxxxx Lifestyle Allocation 50% A SBBAX 00000X000
Xxxx Xxxxx Lifestyle Allocation 70% A SCGRX 00000X000
Xxxx Xxxxx Lifestyle Allocation 85% A SCHAX 00000X000
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund A LPTAX 00000X000
Xxxx Xxxxx Strategic Real Return Fund A LRRAX 524686607
Western Asset Adjustable Rate Income Fund A ARMZX 00000X000
Western Asset Corporate Bond Fund A SIGAX 00000X000
Western Asset Emerging Markets Debt Portfolio A LWEAX 00000X000
Western Asset Global High Yield Bond Fund A SAHYX 00000X000
Western Asset High Income Fund A SHIAX 00000X000
Western Asset Mortgage Backed Securities Fund A SGVAX 00000X000
Western Asset Short-Term Bond Fund A SBSTX 00000X000
Western Asset Strategic Income Fund A SDSAX 00000X000
Xxxx Xxxxx Class A - Funds with annual compensation on assets comprised of 12b-l
(which is currently 20bps).
Fund Name Class Ticker CUSIP
Xxxx Xxxxx Batterymarch S&P 500 Index Fund A SBSPX 00000X000
Xxxx Xxxxx Class C - Funds with annual compensation on assets comprised of 12b-l
per the then-current prospectus and recordkeeping fees of 30bps. The
recordkeeping fees may be comprised of fund payments, revenue share or a
combination of the two.
Fund Name Class Ticker CUSIP
Xxxx Xxxxx Target Retirement 2015 Fund C LMFCX 00000X000
Xxxx Xxxxx Target Retirement 2020 Fund C LMWCX 00000X000
Xxxx Xxxxx Target Retirement 2025 Fund C LMXCX 00000X000
Xxxx Xxxxx Target Retirement 2030 Fund C LMVCX 00000X000
Xxxx Xxxxx Target Retirement 2035 Fund C LMTCX 00000X000
Page 16 of 24
Xxxx Xxxxx Target Retirement 2040 Fund C LMHCX 00000X000
Xxxx Xxxxx Target Retirement 2045 Fund C LMKCX 00000X000
Xxxx Xxxxx Target Retirement 2050 Fund C LMJCX 00000X000
Xxxx Xxxxx Target Retirement Fund C LMRCX 00000X000
Xxxx Xxxxx Class FI - Funds with annual compensation on assets comprised of
12b-l (which is currently 25bps) and recordkeeping fees of 15bps.
Fund Name Class Ticker CUSIP
Xxxx Xxxxx Batterymarch Emerging Markets Trust FI LGFMX 524686219
Xxxx Xxxxx Batterymarch International Equity Trust FI LGFEX 524686268
Xxxx Xxxxx Batterymarch Ll.S. Large Cap Equity Fund FI LMUSX 00000X000
Xxxx Xxxxx Batterymarch U.S. Small Capitalization Equity Portfolio FI LGSCX 524686342
Xxxx Xxxxx XX Absolute Return Opportunities Fund FI LBAFX 524686698
NotelLegg Xxxxx XX Diversified Large Cap Value Fund FI TBD 524686763
Xxxx Xxxxx XX Global Opportunities Bond Fund FI GOBFX 524686326
Xxxx Xxxxx XX International Opportunities Bond Fund FI LWOFX 524686300
NotelLegg Xxxxx Capital Management Disciplined Equity Research Fund FI TBD 524686839
Xxxx Xxxxx Capital Management Global Growth Trust FI LMGFX 524686516
Xxxx Xxxxx Capital Management Opportunity Trust FI LMOFX 00000X000
Xxxx Xxxxx Capital Management Special Investment Trust FI LGASX 524686458
Xxxx Xxxxx Capital Management Value Trust FI LMVFX 524686565
Xxxx Xxxxx ClearBridge Aggressive Growth Fund FI LMPFX 00000X000
Xxxx Xxxxx ClearBridge Appreciation Fund FI LMPIX 00000X000
Xxxx Xxxxx ClearBridge Equity Income Builder Fund FI LBRIX 52469Hl23
Xxxx Xxxxx ClearBridgeLarge Cap Growth Fund FI LMPGX 00000X000
NotelLegg Xxxxx ClearBridge Mid Cap Growth Fund FI TBD 00000X000
Xxxx Xxxxx Clearbridge Small Cap Growth Fund FI LMPSX 00000X000
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund FI LPTFX 00000X000
NotelLegg Xxxxx Strategic Real Return Fund FI TBD 524686805
Xxxx Xxxxx Target Retirement 2015 Fund FI LMMFX 00000X000
Xxxx Xxxxx Target Retirement 2020 Fund FI LMWFX 00000X000
Xxxx Xxxxx Target Retirement 2025 Fund FI LMXFX 00000X000 .
Xxxx Xxxxx Target Retirement 2030 Fund FI LMQFX 00000X000
Xxxx Xxxxx Target Retirement 2035 Fund FI LMEFX 00000X000
Xxxx Xxxxx Target Retirement 2040 Fund FI LMYFX 00000X000
Xxxx Xxxxx Target Retirement 2045 Fund FI LMKFX 00000X000
Xxxx Xxxxx Target Retirement 2050 Fund FI LMJFX 00000X000
Xxxx Xxxxx Target Retirement Fund FI LMRPX 00000X000
Western Asset Emerging Markets Debt Fund FI LMWDX 00000X000
NotelWestern Asset Short Term Yield Fund FI TBD 00000X000
Page 17 of 24
Xxxx Xxxxx Class I - Funds with annual compensation on assets comprised of
recordkeeping fees of 25bps. The recordkeeping fees may be comprised of fund
payments, revenue share or a combination of the two.
Fund Name Class Ticker CUSIP
Xxxx Xxxxx Target Retirement 2015 Fund I LMFIX 00000X000
Xxxx Xxxxx Target Retirement 2020 Fund I LMWIX 00000X000
Xxxx Xxxxx Target Retirement 2025 Fund I LMXIX 00000X000
Xxxx Xxxxx Target Retirement 2030 Fund I LMVIX 00000X000
Xxxx Xxxxx Target Retirement 2035 Fund I LMNIX 00000X000
Xxxx Xxxxx Target Retirement 2040 Fund I LMNRX 00000X000
Xxxx Xxxxx Target Retirement 2045 Fund I LMKIX 00000X000
Xxxx Xxxxx Target Retirement 2050 Fund I LMJIX 00000X000
Xxxx Xxxxx Target Retirement Fund I LMIMX 00000X000
Page 18 of 24
Xxxx Xxxxx Class I - Funds with annual compensation on assets
comprised of recordkeeping fees of 15bps.
Fund Name Class Ticker CUSIP
Xxxx Xxxxx Batterymarch Emerging Markets Trust I LGEMX 524686227
Xxxx Xxxxx Batterymarch Global Equity Fund I SMYIX 00000X000
Xxxx Xxxxx Batterymarch International Equity Trust I LGIEX 524686276
Xxxx Xxxxx Batterymarch Ll.S. Large Cap Equity Fund I LMTIX 00000X000
Xxxx Xxxxx Batterymarch Ll.S. Small Cap Equity Portfolio I LMSIX 524686359
Xxxx Xxxxx XX Absolute Return Opportunities Fund I LROIX 524686672
Xxxx Xxxxx XX Diversified Large Cap Value Fund I LBWIX 524686755
Xxxx Xxxxx XX Global Opportunities Bond Fund I GOBIX 524686334
Xxxx Xxxxx XX International Opportunities Bond Fund I LWOIX 524686409
Xxxx Xxxxx Capital Management All Cap Fund I LACIX 00000X000
Xxxx Xxxxx Capital Management Disciplined Equity Research Fund I LGMIX 524686821
Xxxx Xxxxx Capital Management Growth Trust I LMGNX 524686524
Xxxx Xxxxx Capital Management Opportunity Trust I LMNOX 00000X000
Xxxx Xxxxx Capital Management Special Investment Trust I LMNSX 524686466
Xxxx Xxxxx Capital Management Value Trust I LMNVX 524686573
Xxxx Xxxxx ClearBridge Aggressive Growth Fund I SAGYX 00000X000
Xxxx Xxxxx ClearBridge Appreciation Fund I SAPYX 00000X000
Xxxx Xxxxx Clear Bridge Equity Fund I LMQIX 524695509
Xxxx Xxxxx ClearBridge Equity Income Builder Fund I SOPYX 00000X000
Xxxx Xxxxx ClearBridge Fundamental All Cap Value Fund I SFVYX 00000X000
Xxxx Xxxxx ClearBridge Large Cap Value Fund I SAIFX 00000X000
Xxxx Xxxxx ClearBridge Large Cap Growth Fund I SBLYX 00000X000
Xxxx Xxxxx ClearBridge Mid Cap Core Fund I 5MBYX 00000X000
Xxxx Xxxxx ClearBridge Mid Cap Growth Fund I LBGIX 00000X000
Xxxx Xxxxx-Clear Bridge Small Cap Growth Fund I SBPYX 00000X000
Xxxx Xxxxx ClearBridge Small Cap Value Fund I SMCYX 00000X000
Xxxx Xxxxx ClearBridge Tactical Dividend Income Fund I LADIX 00000X000
Xxxx Xxxxx Esemplia Emerging Markets Equity Fund I SBEYX 00000X000
Xxxx Xxxxx Global Currents International All Cap Opportunity Fund I SBIYX 00000X000
Xxxx Xxxxx Global Currents International Small Cap Opportunity Fund I LCOIX 00000X000
Xxxx Xxxxx Investment Counsel Financial Services Fund I LMRIX 00000X000
Xxxx Xxxxx Investment Counsel Social Awareness Fund I LMRNX 00000X000
Xxxx Xxxxx Lifestyle Allocation 30% I LMGIX 00000X000
Xxxx Xxxxx Lifestyle Allocation 50% I LMEIX 00000X000
Xxxx Xxxxx Lifestyle Allocation 70% I LLAIX 00000X000
Xxxx Xxxxx Lifestyle Allocation 85% I LANIX 00000X000
Page 19 of 24
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund I LPTIX 00000X000
Xxxx Xxxxx Strategic Real Return Fund I LRRIX 524686888
Westem Asset Adjustable Rate Income Fund I SBAYX 00000X000
Westem Asset Corporate Bond Fund I SIGYX 00000X000
Western Asset Global High Yield Bond Fund I SHYOX 00000X000
Westem Asset Emerging Markets Debt Portfolio I SEMDX 00000X000
Note 2 Westem Asset High Income Fund I SHIYX 00000X000
Western Asset Mortgage Backed Securities Fund I SGSYX 00000X000
Note 2 Westem Asset Short-Term Bond Fund I SBSYX 00000X000
NotelWestem Asset Short Term Yield Fund I WTYIX 00000X000
Westem Asset Strategic Income Fund I SDSYX 00000X000
Xxxx Xxxxx Class R - Funds with annual Compensation on assets comprised of 12b-1
(which is currently 50 bps and record keeping fees of 35 bps. The record keeping
fees may be comprised of fund payments, revenue share or a combination of the
two.
Xxxx Xxxxx Target Retirement 2015 Fund R LMFRX 00000X000
Xxxx Xxxxx Target Retirement 2020 Fund R LMWRX 00000X000
Xxxx Xxxxx Target Retirement 2025 Fund R LMXRX 00000X000
Xxxx Xxxxx Target Retirement 2030 Fund R LMQRX 00000X000
Xxxx Xxxxx Target Retirement 2035 Fund R LMRRX 00000X000
Xxxx Xxxxx Target Retirement 2040 Fund R LMYRX 00000X000
Xxxx Xxxxx Target Retirement 2045 Fund R LMKRX 00000X000
Xxxx Xxxxx Target Retirement 2050 Fund R LMJRX 52470j415
Xxxx Xxxxx Target Retirement Fund R LMERX 00000X000
Xxxx Xxxxx Class R - Funds with annual compensation on assets comprised of 12b-l
(which is currently 50bps) and recordkeeping fees of 25 bps. The recordkeeping
fees may be comprised of fund payments, revenue share or a combination of the
two.
Fund Name
Xxxx Xxxxx XX Absolute Retum Opportunities Fund R LBAFX 524686680
Note 1 Xxxx Xxxxx XX Diversified Large Cap Value Fund R TBD 524686748
Xxxx Xxxxx XX Global Opportunities Bond Fund R LBORX 524686367
Xxxx Xxxxx XX International Opportunities Bond Fund R LWORX 524686631
Note 1 Xxxx Xxxxx Capital Management Disciplined Equity Research Fund R TBD 524686813
Xxxx Xxxxx Capital Management Growth Trust R LMGRX 524686490
Xxxx Xxxxx Capital Management Opportunity Trust R LMORX 00000X000
Xxxx Xxxxx Capital Management Special Investment Trust R LMARX 524686441
Xxxx Xxxxx Capital Management Value Trust R LMVRX 524686557
Xxxx Xxxxx Clear Bridge Aggressive Growth Fund R LMPRX 00000X000
Xxxx Xxxxx ClearBridge Appreciation Fund R LMPPX 00000X000
Page 20 of 24
Xxxx Xxxxx ClearBridge Equity Income Builder Fund R LMMRX 00000X000
Xxxx Xxxxx ClearBridge Large Cap Growth Fund R LMPLX 00000X000
Xxxx Xxxxx Clear Bridge Mid Cap Core Fund R LMREX 52469Hl72
Note l Xxxx Xxxxx ClearBridge Mid Cap Growth Fund R TBD 00000X000
Xxxx Xxxxx ClearBridge Small Cap Growth Fund R LMPOX 00000X000
Xxxx Xxxxx Class R - Funds with annual compensation on assets comprised of 12b-l
(which is currently 50bps) and recordkeeping fees of 20bps.
Xxxx Xxxxx Batterymarch Emerging Markets Trust R LBERX 524686185
Xxxx Xxxxx Batterymarch International Equity Trust R LMIRX 524686250
Xxxx Xxxxx Batterymarch US, Large Cap Equity Fund R LMUOX 00000X000
Note 1 Xxxx Xxxxx Batterymarch U.S. Small Cap Equity Portfolio R LMBRX 524686417
Note 1 Xxxx Xxxxx Strategic Real Return Fund R TBD 524686862
Note 3Legg Xxxxx Class IS - Funds with no annual compensation on assets. All
Funds
Western Asset Class A - Funds with annual compensation on assets comprised of
12b-l (which is currently 25 bps) and recordkeeping fees of 25bps. The
recordkeeping fees may be comprised of fund payments, revenue share or a
combination of the two.
Western Asset Core Bond Fund A WABAX 957663495
Western Asset Core Plus Bond Fund A WAPAX 957663461
Western Asset Global Multi-Sector Fund A WALAX 957663438
Western Asset High Yield Fund A WAYAX 957663396
Western Asset Inflation Indexed Plus Bond Fund A WAFAX 957663362
Western Asset Intermediate Bond Fund A WATAX 957663339
Western Asset Non-U.S. Opportunity Bond Fund A WAOAX 957663263
Western Asset Total Return Unconstrained Fund A WAUAX 957663230
Page 21 of 24
Western Asset Class C - Funds with annual compensation on assets comprised of
12b-l per the then-current prospectus and recordkeeping fees of 25bps. The
recordkeeping fees may be comprised of fund payments, revenue share or a
combination of the two.
Western Asset Core Bond Fund C WABCX 957663487
Western Asset Core Plus Bond Fund C WAPCX 957663453
Western Asset Global Multi-Sector Fund C WALCX 957663420
Western Asset High Xxxxx Xxxx X XXXXX 000000000
Xxxxxxx Xxxxx Inflation Indexed Plus Bond Fund C WAFCX 957663354
Western Asset Intermediate Bond Fund C WATCX 957663321
Western Asset Non-U.S. Opportunity Bond Fund C WAOCX 957663255
Western Asset Total Return Unconstrained Fund C WAUCX 957663222
Western Asset Class FI - Funds with annual compensation on assets comprised of
12b-l (which is currently 25bps) and recordkeeping fees of 15bps.
Western Asset Total Return Unconstrained Fund FI WARIX 957663693
Western Asset Core Bond Fund FI WAPIX 957663404
Western Asset Core Plus Bond Fund FI WACIX 957663602
Note 1 Western Asset Enhanced Equity Fund FI TBD 957663784
Note 1Western Asset Global Multi-Sector Fund FI WGMFX 957663727
Note 1Western Asset High Yield Fund FI TBD 957663834
Western Asset Inflation Indexed Plus Bond Fund FI WATPX 957663875
Note 1 Western Asset Intermediate Bond Fund FI WAIFX 957663800
Note 1 Western Asset Money Market Fund FI TBD 957663768
Note 1Western Asset Non - US Opportunity Bond Fund FI TBD 957663859
Note 1 Western Asset US Govt Money Market Fund FI TBD 957663743
Western Asset Class I -Funds with annual compensation on assets comprised of
recordkeeping fees of 15bps.
Western Asset Core Bond Fund I WATFX 957663305
Western Asset Core Plus Bond Fund I WACPX 957663503
Note1Western Asset Enhanced Equity Fund I TBD 957663792
Note 1Western Asset Global Multi-Sector Fund I WGMIX 957663735
Western Asset High Yield Fund I WAHYX 957663842
Western Asset Total Return Unconstrained Fund I WAARX 957663719
Page 22 of 24
Western Asset Inflation Indexed Plus Bond Fund I WAIIX 957663883
Western Asset Intermediate Bond Fund I WATIX 957663701
NotelWestern Asset Money Market Fund I TBD 957663776
NotclWestern Asset US Govt Money Market Fund I TBD 957663750
Western Asset Non - US Opportunity Bond Fund I WAFIX 957663867
Note 3Western Asset Class IS - Funds with no annual compensation on assets. All
Funds
Western Asset Class R - Funds with annual compensation on assets comprised of
12b-l (which is currently 50 bps) and recordkeeping fees of 25bps. The
recordkeeping fees may be comprised of fund payments, revenue share
or a combination of the two.
Western Asset Core Bond Fund R WABRX 957663479
Western Asset Core Plus Bond Fund R WAPRX 957663446
Western Asset Global Multi-Sector Fund R WALRX 957663412
Western Asset High Yield Fund R WAYRX 957663370
Western Asset Inflation Indexed Plus Bond Fund R WAFRX 957663347
Western Asset Intermediate Bond Fund R WATRX 957663313
Western Asset Total Return Unconstrained Fund R WAORX 957663248
Note 1: Currently unavailable for purchase. Please contact the distributor in
advance to express sales interest or for more information, including when the
share class/fund may be made available. The distributor will consider whether or
not to make the requested share class/fund available for sale and may decline to
do so in its sole discretion.
Note 2: Available to existing investors only.
Note 3: Available to institutional investors only, who make an initial purchase
of at least $1 million and maintain a single account at the Fund. Examples of
eligible investors are corporations, banks, trust companies, foundations,
defined benefit plans that do not charge recordkeeping fees. Retirement plans
such as 401k, 457, 403b may not charge recordkeeping fees to be eligible and
need to be individually assessed as to whether they meet other eligibility
requirements, at the sole discretion of the distributor
Page 23 of 24
ATTACHMENT B
ADMINISTRATIVE SERVICES
Pursuant to the Agreement, Administrator shall perform all
administrative services required or requested by any Plan, including, but not
limited to, the following:
1. Establish and maintain omnibus accounts with Distributor or transfer
agent for the Funds, such procedure to be agreed to by Distributor and the
Administrator;
2. Establish and maintain sub-accounts and sub-account balances
for each Plan and Plan Participant, which record shall reflect the shares
purchased and redeemed and share balances of such Participants;
3. A single master account may be maintained with each Fund on behalf of
the Plan and such account shall be in the name of Administrator (or its nominee)
or the trustee of the Plan (or its nominee) as the record owner of shares owned
by the Plan.
4. Disburse or credit to the Plan all proceeds of redemptions of shares of
the Funds and all dividends and other distributions not reinvested in shares of
the Funds and transmit to the Funds moneys representing the purchase price of
Fund shares.
5. Prepare and transmit to the Plan and/ or Participants, as required by
law or the Plan, at its own expense, periodic statements and such other
information as may be required, from time to time, by the Plan.
6. Process and transmit purchase, exchange and redemption orders to the
Funds on behalf of the Plan in accordance with the procedures set forth in
Section 3 to the Agreement.
7. Pursuant to the provisions in Section 5, Distribute to the Plan and/ or
Participants, as appropriate, copies of the FUnds' prospectus, 'proXy materials,
periodic fund reports to shareholders and other materials that the Funds are
required by law or otherwise to provide to their shareholders or prospective
shareholders.
8. Answer Plan inquiries about the Funds, the Plans' and Plan
Participants' subaccount balances, and distribution options.
9. Provide such statistical and other information as may be reasonably
requested by Distributor or the Funds, or which may be necessary for
Distributor or the Fundsto comply with applicable federal or state
law.
10. Maintain and preserve all records as required by law to be maintained
and preserved in connection with providing the Administrative Services for the
Plan.
Distributor, or the transfer agent for the Funds, at their discretion, may
recognize all Plans as a single shareholder and may not maintain separate
accounts for the Plans or Plan Participants.
Page 24 of 24
