RECORDKEEPING SERVICES AGREEMENT
This Agreement is entered into as of October __, 2004 among American United
Life Insurance Company (the "Service Provider"), and each of the investment
companies comprising the Lord Xxxxxx Family of Funds, including each separate
investment portfolio, whether existing at the date of this Agreement or
established subsequent thereto (each a "Fund," and collectively, "Funds").
The Service Provider provides recordkeeping services, including reporting
and processing services, to qualified and non-qualified employee retirement
and/or benefit plans as defined in each Fund's prospectus ("Plans"). It is
contemplated that an investment adviser, trustee, sponsor or administrative
committee of a Plan (a "Plan Representative") will invest on behalf of Plan
participants or offer to Plan participants the opportunity to invest their
assets in Class P shares of one or more of the Funds ("Shares").
The Service Provider and the Funds desire to facilitate the purchase and
redemption of Shares of the Funds through one or more accounts (not to exceed
one per Plan) in each Fund (an "Account") established by the Service Provider
through the Fund's designated transfer agent in the name of the Plans, subject
to the terms and conditions of this Agreement.
Accordingly, the parties hereto agree as follows:
1. Services. The Funds shall make Shares available to the Plans at net asset
value in accordance with the terms and conditions of each Fund's
then-current prospectus and statement of additional information. The
Service Provider shall provide Plan participant recordkeeping services with
respect to the Accounts which may include: (a) providing necessary
personnel and facilities to establish and maintain Plan participant
accounts and records; (b) recording Plan participant account balances and
changes thereto, including debits and credits to such accounts in the form
of cash, dividends and shares of the Funds; (c) arranging for the wiring of
funds; (d) providing statements to the Plans and Plan participants; (e)
furnishing proxy materials, periodic Fund reports to shareholders,
prospectuses and other communications to Plan participants as required; (f)
transmitting Plan participant transaction information; (g) providing to the
Distributor (as defined in Section 3 below) or the Funds such information
as they may reasonably request in order to assist the Funds in their
compliance with state securities laws; and (h) providing to each Plan or
Plan participant, as appropriate, such reports or information as may be
required by the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The Funds will recognize each Account as a single shareholder
and as an unallocated account in each Fund, and will not be responsible for
maintaining separate accounts for Plan participants.
2. Pricing Information. The Funds or their designee shall furnish the Service
Provider, with respect to each Fund, (a) net asset value information as of
the close of regular trading on the New York Stock Exchange (normally 4:00
p.m. Eastern Time) or as of such other time as a Fund's net asset value is
calculated as specified in such Fund's prospectus ("Close of Trading") on
each business day that the New York Stock Exchange is open for business
("Business Day"), (b) dividend and capital gains information as it becomes
available, and (c) in the case of income funds, the daily accrual for
interest rate factor (mil rate). The Funds or their designee shall use its
best efforts to provide such information to the Service Provider by means
of electronic transmission or other mutually acceptable means by 7:00 p.m.
Eastern Time on each Business Day.
3. Orders and Settlement. (a) Upon the receipt of instructions from Plan
participants or Plan Representatives, the Service Provider will calculate
order allocations among the relevant Funds and transmit to the Funds'
transfer agent orders to purchase or redeem Shares for specified Accounts
on the basis of those instructions. To the extent not inconsistent with
applicable regulatory requirements, the Service Provider agrees that orders
for net purchases or net redemptions of Shares derived from instructions
received in proper form by the Service Provider from Plan participants or
Plan Representatives prior to the Close of Trading on any given Business
Day will be processed at the net asset value calculated on that Business
Day in the evening and transmitted to the Fund's transfer agent by 8:00
a.m. Eastern Time on the next Business Day. To the extent not inconsistent
with applicable regulatory requirements, the Business Day on which
instructions are received by Close of Trading in proper form by the Service
Provider from Plan participants or Plan Representatives shall be the date
as of which Shares shall be purchased and redeemed as a result of such
instructions. Instructions received in proper form by the Service Provider
from Plan participants or Plan Representatives after the Close of Trading
on any given Business Day shall be treated as if received on the next
following Business Day. In connection with the foregoing, attached as
Schedule A to this Agreement is a certification regarding the Service
Provider's internal procedures and policies regarding the timely handling
of Fund orders, which the Service Provider shall execute and deliver to the
Funds upon the execution and delivery of this Agreement and adhere to
throughout the term of this Agreement.
(b) The Service Provider agrees that payment for net purchases of Shares
attributable to all orders executed for the Accounts on a given Business
Day will be wired no later than 12:00 p.m. Eastern Time by the Service
Provider to a custodial account designated by the Funds, their transfer
agent or other designee on the same Business Day such purchase orders are
transmitted to the Fund's transfer agent. The Funds agree that payment for
net redemptions of Shares attributable to all orders executed for the
Accounts on a given Business Day will be wired by the Funds or their
designee on the Business Day such redemption orders are transmitted to the
Funds' transfer agent to an account designated by the Service Provider no
later than 12:00 p.m. Eastern Time; provided, however, that a Fund may, if
necessary, delay redemption of Shares to the extent permitted by the
Investment Company Act of 1940, as amended (the "1940 Act").
(c) Dividends and capital gain distributions will be reinvested automatically
at net asset value in accordance with each Fund's then-current prospectus
unless the Service Provider indicates that such dividends and distributions
are to be paid in cash. For each Account in which the Service Provider
receives cash dividends from the Funds for payment to shareholders, the
Service Provider shall be solely responsible for ensuring that all such
cash dividends are paid to shareholders in a timely manner. Any liabilities
arising from such cash dividend payments reported by shareholders as lost,
stolen, materially altered or forged shall be the sole responsibility of
the Service Provider.
(d) The Service Provider understands and agrees that the Funds may refuse to
sell Shares to any person, or suspend or terminate the offering of Shares
of any Funds if such action is required by law or by regulatory authorities
having jurisdiction or is, in the sole discretion of the Fund, deemed
necessary, desirable or appropriate. Without limiting the foregoing, the
Funds reserve the right to reject any purchase order, including those
purchase orders with respect to shareholders or Accounts whose trading has
been or may be disruptive to the Funds or that may otherwise adversely
affect the Funds. The Service Provider agrees to use its reasonable best
efforts to render assistance, and to cooperate with, the Funds to achieve
compliance with the Funds' policies and restrictions on short-term or
excessive trading activity as they may be amended from time to time, or to
the extent required by applicable regulatory requirements. In particular,
the Service Provider understands that certain of the Funds (currently Lord
Xxxxxx Global Fund, Inc. - Equity Series, and Lord Xxxxxx Securities Trust
- Lord Xxxxxx International Opportunities Fund and Lord Xxxxxx
International Core Equity Fund) impose redemption fees on the redemption of
Shares held for a short period of time as specified in each applicable
Fund's prospectus (currently 10 Business Days or less), and the Service
Provider agrees that, to the extent it makes such Funds available, it will
ensure that any redemption with respect to shareholders or Accounts will
comply with such requirements. The Service Provider further understands
that there are presently no exceptions to the application of the applicable
Funds' redemption fees policies.
(e) NSCC Transactions. If the parties choose to use the system of the National
Securities Clearing Corporation ("NSCC"), the following provisions shall
apply:
(i) The Rules & Procedures Manual of the NSCC, including the rules and
procedures applicable to the utilization of the Defined Contribution
Clearing and Settlement System, as amended from time to time (the
"Procedures"), are hereby made a part of this Agreement as if fully
set forth herein and shall be a part of each trade cleared by the
Service Provider on behalf of or at the request of the Funds.
Notwithstanding the contrary provisions of Sections 2 and 3 hereof,
the Procedures applicable to the transmission of information and
instructions, and the settlement of transactions, shall be followed in
all instances. Sections 2 and 3 shall apply as the operational
procedures for this Agreement only in the event that the NSCC system
is unavailable for whatever reason.
(ii) The Service Provider agrees that it will not place any trades in
Shares through the NSCC unless and until it has entered into a
Fund/SERV Agreement with Lord Xxxxxx Distributor LLC (the
"Distributor"), the Funds' principal underwriter.
4. Account Information. The Funds, the Distributor or their designee will
provide the Service Provider (a) daily confirmations of Account activity
within three Business Days after each day on which a purchase or redemption
of Shares is effected for the particular account, and (b) quarterly
statements detailing activity in each Account within 15 Business Days after
the end of each quarter.
5. Maintenance of Records. (a) The Service Provider shall maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the services contemplated by this Agreement and
in making Shares available to the Plans. Upon the request of the Funds, the
Service Provider shall provide copies of all records relating to
transactions between the Plans and the Funds to enable the Distributor, the
Funds or their representatives to comply with any request of a governmental
body or self-regulatory organization or a Plan or to monitor and review the
services of the Service Provider contemplated by this Agreement. The
Service Provider agrees that it will permit the Funds, the Distributor or
their representatives to have reasonable access to the Service Provider's
personnel and records in order to facilitate the monitoring of the quality
of the services to be provided under this Agreement. In addition, the
Service Provider will provide each of the Funds or the Distributor such
information as it may reasonably require to confirm the accuracy of the
payments under this Agreement.
(b) The Service Provider agrees at least annually to provide the Funds or their
designee with either a SAS 70 report covering its processing procedures or
a similar report from an independent auditing firm regarding such
procedures in a form that the Service Provider and the Funds reasonably
agree upon.
(c) The Service Provider will provide the Funds with such information as they
may reasonably require regarding the domicile of the Plans in connection
with legal and/or regulatory requirements relating to the reporting of the
sale of Shares.
6. Fees. In consideration of the Service Provider's performance of its
obligations pursuant to this Agreement, each Fund agrees to pay the Service
Provider fees at the rate set forth in Schedule B to this Agreement for
Shares held in the Account(s) (the "Recordkeeping Fees"). The Recordkeeping
Fees will be calculated by the Funds quarterly based on information
provided to the Funds by the Service Provider. The Funds will pay the
Service Provider the undisputed amounts within 30 days of their receipt of
such information. The Funds may in good faith dispute any aspect of the
Service Provider's information, in which case the Funds will make payment
to the Service Provider within 30 days of the resolution of such dispute.
The Service Provider shall furnish the Funds with any information including
Account numbers, Plans and any other supporting documentation or data as
the Funds may reasonably request connected with the Recordkeeping Fee
payment. In any case, no fee shall be paid under this Agreement with
respect to Shares for which a Fund is obligated to pay fees to another
entity for similar services as those provided by the Service Provider under
this Agreement.
7. Compliance with Laws. At all times, the Service Provider shall comply with
all laws, rules and regulations applicable to it by virtue of entering into
this Agreement, including but not limited to those applicable to a transfer
agent under the federal securities laws, including, without limitation, all
prospectus delivery requirements. The parties agree that the Service
Provider may satisfy prospectus delivery requirements by sub-contracting
with Plan Representatives. At all times, the Funds shall comply with all
laws, rules and regulations applicable to them by virtue of entering into
this Agreement. The Service Provider and Plan Representatives, and not the
Funds, shall take such action as may be necessary so that the transactions
contemplated by this Agreement shall not be deemed to be "Prohibited
Transactions" under Section 406 of ERISA or Section 4975 of the Internal
Revenue Code of 1986, as amended.
8. Representations and Warranties. Each party represents that it is free to
enter into this Agreement and that by doing so it will not breach or
otherwise impair any other agreement or understanding with any other
person, corporation or other entity. The Service Provider further
represents and warrants that:
(a) it has full power and authority under applicable law, and has taken all
action necessary, to enter into and perform this Agreement;
(b) it is registered as a transfer agent pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), is exempt
from such registration, or is not deemed to be acting under this Agreement
as a "transfer agent" as defined in Section 3(a)(25) of the 1934 Act;
(c) the arrangements and fees provided for in this Agreement will be disclosed
to the Plans through their Plan Representatives, to the extent required by
applicable laws and regulations;
(d) it is not required to be registered as a broker-dealer under the 1934 Act
or any applicable state securities laws as a result of entering into and
performing the services set forth in this Agreement;
(e) to the extent applicable, the Service Provider complies, and will continue
to do so, in all material respects with any requirements applicable to it
relating to confidentiality of investor information, and further it will
cooperate with the Funds in providing certifications or information
reasonably requested to enable the Funds to perform diligence regarding the
Service Provider's compliance to the extent the Funds are required to do
so;
(f) to the extent the Service Provider is an institution subject to the Bank
Secrecy Act and the USA PATRIOT Act and any future amendments (together,
the "AML Acts"), the Service Provider represents and warrants that it will
comply with the AML Acts, the rules and regulations under the AML Acts, and
the rules, regulations and regulatory guidance of the Treasury Department,
the Securities and Exchange Commission, the National Association of
Securities Dealers or any other applicable self-regulatory organization
(collectively, "AML Rules and Regulations"). If the Service Provider is not
an institution subject to the AML Acts as of the date of this Agreement but
becomes subject to the AML Acts during the term of this Agreement, the
Service Provider represents and warrants that it will comply with
applicable AML Rules and Regulations. The Service Provider further
represents and warrants that it will assist the Funds and their service
providers in making an assessment of the Service Provider's anti-money
laundering program, as may be reasonably necessary for the Funds and their
service providers to fulfill their responsibilities, if any, relating to
their anti-money laundering programs. The Service Provider agrees that it
will provide the Funds and their service providers, upon request, with a
certification satisfactory to the Funds concerning the Service Provider's
compliance with all applicable AML Rules and Regulations and any other
information reasonably requested by the Funds or their service providers to
assist with compliance with applicable AML Rules and Regulations;
(g) the Service Provider will not (i) submit orders to the Funds pursuant to
this Agreement other than with respect to transactions on behalf of Plans,
or (ii) submit orders at net asset value except to the extent the Service
Provider reasonably believes such trades are eligible to be purchased at
net asset value pursuant to the terms of each Fund's prospectus and
statement of additional information. In connection with clause (i) above
and for purposes of this Agreement, the Service Provider specifically
understands and agrees that "Plans" do not include individual retirement
accounts or personal trust accounts;
(h) the Service Provider's procedures and/or system for receiving instructions
from Plan participants or Plan Representatives are structured and/or
designed to ensure that all orders of Shares submitted to the Funds are
based on instructions received in proper form by the Service Provider from
Plan participants or Plan Representatives prior to the Close of Trading on
the same Business Day as the Business Day on which such orders are to be
processed and entitled to be purchased or redeemed as a result of such
instructions;
(i) the Service Provider will notify the Funds in writing as soon as possible
once it knows or should have known that there has been a change to any of
the certifications set out in Schedule A to this Agreement; and
(j) the Service Provider agrees to use its reasonable best efforts to render
assistance, and to cooperate with, the Funds to achieve compliance with the
Funds' policies and restrictions on short-term or excessive trading
activity as they may be amended from time to time or to the extent required
by applicable regulatory requirements.
The Funds further represent and warrant that:
(x) they have full power and authority under applicable law, and have taken all
action necessary, to enter into and perform this Agreement; and
(y) each Fund is registered as an investment company or series of an investment
company under the 1940 Act, and its shares are registered under the
Securities Act of 1933, as amended (the "Securities Act").
9. Representations concerning the Funds. The Service Provider and its agents
shall not make representations concerning a Fund or Shares except those
contained in a Fund's then-current prospectus, statement of additional
information or sales literature furnished by the Funds or their designee to
the Service Provider, and in then-current sales literature created by the
Service Provider and submitted to and approved in writing by the Funds
prior to use.
10. Operation of Funds. The Service Provider's performance of its obligations
pursuant to this Agreement, including, without limitation, the purchase and
redemption of Shares, shall be subject to the terms and conditions set
forth in each Fund's prospectus. In no way shall the provisions of this
Agreement limit the authority of any Fund to take such action as it may
deem appropriate or advisable in connection with all matters relating to
the operation of such Fund and the sale of Shares.
11. Expenses. (a) Except as otherwise provided in this Agreement, each party
shall bear all expenses incidental to the performance of its obligations
pursuant to this Agreement.
(b) Each Fund shall pay the cost of registration of its Shares with the
Securities Exchange Commission and in states where required. Each Fund
shall distribute or cause to be distributed to the Service Provider its
proxy material, periodic Fund reports to shareholders, prospectuses and
other material as such Fund may require to be sent to shareholders. The
cost of preparing and printing this material shall be paid by the
applicable Fund or the Distributor, and the cost of distributing such items
shall be borne by the Service Provider or the Plan Representative.
12. Relationship of Parties. (a) Except for the sole and limited purpose of
receiving orders for purchases and redemptions of Shares for which the
Service Provider will be considered an agent for the Funds (subject to the
Service Provider's compliance with Section 3), it is understood and agreed
that all services performed hereunder by the Service Provider shall be as
an independent contractor and not as an employee or agent of any of 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, other than as
specifically provided for in this Agreement.
(b) The Service Provider may hire or make arrangements for subcontractors,
agents or affiliates to perform any of the recordkeeping services set forth
in this Agreement. The Service Provider shall provide the Funds with
written notice of the names of any subcontractors, agents or affiliates the
Service Provider hires or arranges to perform such services, and any
specific operational requirements that arise as a result of such
arrangement. The Service Provider agrees that it is and will be responsible
for the acts and omissions of its subcontractors, agents and affiliates,
and the indemnification provided by the Service Provider in Section 14
shall be deemed to cover the acts and omissions of such subcontractors,
agents and affiliates to the same extent as if they were the acts or
omissions of the Service Provider.
13. Use of Names. Except as otherwise expressly provided for in this Agreement,
the Service Provider shall not use, nor shall it allow its employees or
agents to use, the name or logo of the Funds, the Distributor, any
affiliate of the Distributor, or any products or services sponsored,
managed, advised, administered or distributed by the Distributor or any of
its affiliates, for advertising, trade or other commercial or noncommercial
purposes without the express prior written consent of the Funds or the
Distributor, respectively.
14. Indemnification. (a) The Service Provider agrees to indemnify and hold
harmless the Funds, the Distributor, and each of their directors, partners,
trustees, members, officers, employees, agents and each person, if any, who
controls them within the meaning of the Securities Act against any losses,
claims, damages, liabilities or expenses to which any one of them may
become subject insofar as those losses, claims, damages, liabilities or
expenses or actions in respect thereof, arise out of or are based on (i)
the Service Provider's negligence, bad faith, or willful misconduct in
performing its obligations hereunder, or (ii) any material breach by the
Service Provider of any provision of this Agreement, including any breach
by the Service Provider of a representation or warranty made in this
Agreement; and the Service Provider will reimburse the persons indemnified
hereunder for any legal or other expenses reasonably incurred, as incurred,
by them in connection with investigating or defending such loss, claim or
action. This indemnity agreement shall be in addition to any liability that
the Service Provider may otherwise have.
(b) The Funds agrees to indemnify and hold harmless the Service Provider and
each of its directors, officers, employees, agents and each person, if any,
who controls it within the meaning of the Securities Act against any
losses, claims, damages, liabilities or expenses to which any one of them
may become subject insofar as those losses, claims, damages, liabilities or
expenses or actions in respect thereof, arise out of or are based upon (i)
a Fund's negligence, bad faith, or willful misconduct in performing its
obligations hereunder, or (ii) any material breach by a Fund of any
provision of this Agreement, including any breach by a Fund of a
representation or warranty made in this Agreement; and the relevant Fund or
Funds will reimburse the persons indemnified hereunder for any legal or
other expenses reasonably incurred, as incurred, by them in connection with
investigating or defending such loss, claim or action. This indemnity
agreement shall be in addition to any liability that the Funds may
otherwise have.
(c) In the event of any error or delay with respect to information regarding
the purchase, redemption, transfer or registration of Shares (including
transactions on an as-of-basis, which must be approved and authorized by
the Funds and/or the Distributor), the parties agree that each is obligated
to make Plans and the Funds, respectively, whole for any error or delay
that it causes or that has been caused in connection with any transaction
or trade it has transmitted or submitted, subject in each case to the
relevant Fund's policies on materiality of pricing errors, if applicable.
In addition, each party agrees that neither will receive compensation from
the other for the costs of any reprocessing necessary as a result of an
error or delay. Each party agrees to provide the other with prompt notice
of any errors or delays of the type referred to in this Section.
(d) Notwithstanding any other provision of this Agreement, no Fund shall be
liable for any loss, expense, fee, charge or liability of any kind relating
to or arising from the actions or omissions of any other Fund or from the
application of this Agreement to any other Fund.
(e) The parties understand and agree that the officers and trustees of any Fund
are acting only in their capacities as such, and that no officer or trustee
of a Fund shall be personally liable for any loss, expense, fee, charge or
liability of any kind arising under this Agreement.
(f) If any third party threatens to commence or commences any action for which
one party (the "Indemnifying Party") may be required to indemnify another
person hereunder (the "Indemnified Party"), the Indemnified Party shall
promptly give notice thereof to the Indemnifying Party. The Indemnifying
Party shall be entitled, at its own expense and without limiting its
obligations to indemnify the Indemnified Party, to assume control of the
defense of such action with counsel selected by the Indemnifying Party,
which counsel shall be reasonably satisfactory to the Indemnified Party. If
the Indemnifying Party assumes the control of the defense, the Indemnified
Party may participate in the defense of such claim at its own expense. In
the event the Indemnifying Party, after notification by the Indemnified
Party of the commencement of an action, does not elect to assume the
defense of any such action, the Indemnifying Party will reimburse the
Indemnified Party(ies) named a defendant or defendants in such action for
the fees and expenses of one single counsel agreed upon by them. In any
event, the Indemnifying Party shall not be responsible for any claim
settled or compromised, or for any confession of judgment, without its
prior written consent, which consent shall not be unreasonably withheld.
15. Termination. Each party may terminate this Agreement on 30 days' prior
written notice to the other party. It will be terminated automatically in
the event of its assignment as that term is defined in the 1940 Act and the
rules and regulations thereunder.
16. Notices. Each notice required by this Agreement shall be given in writing
and delivered personally or mailed by certified mail or courier service to
the other party at the following address or such other address as each
party may give notice to the other:
If to the Service Provider, to:
American United Life Insurance Company
Xxx Xxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: ______________________
If to any Fund, to:
Lord Xxxxxx Distributor llc
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: General Counsel
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements fully executed and to be performed therein.
18. Survival. The provisions of Sections 5, 8, 13 and 14 hereof shall survive
the termination of this Agreement.
19. Modification. This Agreement may be modified or amended, and the terms of
this Agreement may be waived, only by a writing signed by each of the
parties.
20. Non-Exclusivity. Each of the parties acknowledges and agrees that this
Agreement and the arrangements described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
21. Complete Agreement. This Agreement, together with its accompanying
schedules, constitutes the entire Agreement between the parties as to the
subject matter hereof. This Agreement supersedes and cancels any and all
prior agreements, representations, promises, statements, arrangements,
understandings or warranties between the parties with respect to the
subject matter herein made prior to the time at which this Agreement has
been executed, whether oral or written, express or implied.
22. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of the date first above written.
Lord Xxxxxx Family of Funds
By: ______________________________________
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
American United Life Insurance Company
By: _________________________________
Name: _________________________________
Title: _________________________________
SCHEDULE A
Certification Regarding Controls Over Timing Of Mutual Fund Trading
The undersigned company ("we") is responsible for establishing and maintaining
effective internal policies and controls, including operational and system
controls, with respect to the processing of orders we receive prior to and after
the close of the New York Stock Exchange - normally 4:00 p.m. Eastern Time (the
"Close of Trading") for the purchase, redemption and exchange of shares of
mutual funds ("Fund Orders"), including the mutual funds comprising the Lord
Xxxxxx Family of Funds (each, a "Fund").
We have followed all applicable rules and regulations and our internal policies
regarding the timely handling of Fund Orders and have maintained effective
internal controls over our ability to distinguish and appropriately process Fund
Orders received prior to and after the Close of Trading, including operational
and systems controls. Specifically, we certify that:
o Our policies and procedures provide reasonable assurance that Fund
Orders we receive prior to the Close of Trading are segregated from
Fund Orders we receive after the Close of Trading and are properly
transmitted to the Funds (or their agents) for execution at the
current day's NAV.
o Our policies and procedures provide reasonable assurance that Fund
Orders we receive after the Close of Trading are properly transmitted
to the Funds (or their agents) for execution at the next day's NAV.
o Our policies and procedures provide reasonable assurance that
transactional information relating to Fund Orders is delivered to the
Funds (or their agents) in a timely manner.
o We have designed procedures to provide reasonable assurance that our
policies with regard to the receipt and processing of Fund Orders are
complied with. Such procedures either prevent or detect on a timely
basis instances of noncompliance with the policy over the receipt and
processing of Fund Orders.
o We have exercised reasonable due diligence to ensure that all relevant
third parties, if any, to which we have designated the responsibility
to distinguish Fund Orders received prior to and after the Close of
Trading have in fact adopted and implemented policies and procedures
designed to process Fund Orders in accordance with applicable law,
regulation and the relevant Fund's registration statement.
o All Fund Orders we submit will be for accounts that we reasonably
believe to be qualified and non-qualified retirement and/or benefit
plans that are eligible to purchase Fund shares at net asset value
pursuant to the terms of each Fund's prospectus and statement of
additional information.
American United Life Insurance Company
By: _____________________________________
Print Name:_______________________________
Title: ___________________________________
Date: ____________________________________
SCHEDULE B
Each Fund agrees to pay Recordkeeping Fees to the Service Provider
quarterly at the following annual rate based on the average daily net asset
value of the indicated Shares held by the Account(s) for which the Service
Provider is providing Services pursuant to this Agreement.
Fund Share Class Recordkeeping Fee Rate
Class P 0.15%
No fee shall be paid with respect to Shares held by or on behalf of a Plan
prior to the effective date of this Agreement or after the effective date of a
termination of this Agreement with respect to such Fund. In addition, no fee
shall be paid under this Agreement with respect to Shares of a money market
fund. In any case, no fee shall be paid under this Agreement with respect to
Shares for which the Fund is obligated to pay fees to another entity for similar
services as those provided by the Service Provider under this Agreement. All
invoices furnished by the Service Provider to a Fund shall reference all
applicable Plans and corresponding Account numbers, and shall be accompanied by
such other supporting data as may be reasonably requested by the Funds.
