--------------------------------------------------------------------------------
FORM N-4, ITEM 24(b)
8.50 Form OF SERVICE AGREEMENT BETWEEN PARNASSUS Investments and American
United Life Insurance Company
--------------------------------------------------------------------------------
PARNASSUS FUNDS DISTRIBUTOR
SERVICE AGREEMENT
PARNASSUS FUNDS & PARNASSUS INCOME FUNDS
Fund
Parnassus Fund Ticker Cusip Date Est
Parnassus Equity PARNX 701765109 12/31/84
Income Fund -Investor Shares
Parnassus Equity PRBLX 701769101 8/31/92
Income Fund -Institutional Shares
Parnassus Mid-Cap Fund PRILX 701769408 4/28/06
Parnassus Small-Cap Fund PARMX 701765885 4/29/05
Parnassus Workplace Fund PARSX 701765877 4/29/05
Parnassus Fixed-Income Fund PRFIX 701769200 4/29/05
THIS SERVICE AGREEMENT for Sub-TA Service Provider ("Agreement") is made as of
September 20, 2010, by and between PARNASSUS INVESTMENTS ("Parnassus")
and American United Life Insurance Company ("Service Provider").
WHEREAS, Parnassus provides transfer agency and related shareholder services to
shareholders of the Parnassus Funds and the Parnassus Income Funds (the "Funds")
and wishes to retain Service Provider to provide certain services to Service
Provider's clients who hold shares of the Funds ("Clients").
WHEREAS, ▇▇▇▇▇ ▇▇▇▇▇ is a representative of Service Provider ("Designated
Representative"); and
WHEREAS, Service Provider is willing to provide such services, as described more
fully herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties as follows:
1. Appointment. Service Provider will perform or arrange for the performance of
the services described herein, including personal services to Clients and
account maintenance services with respect to Clients' accounts, on a regular
basis, which shall be daily, weekly or as otherwise appropriate, unless
otherwise specified by Parnassus. Parnassus will pay Service Provider the
service fee payable pursuant to Section 3 of this Agreement.
2. Services.
(a) .Service Provider shall provide personal services to Clients and services
relating to maintenance of Client accounts, including:
(i) responding to Client inquiries;
(ii) assisting Clients in changing dividend and/or distribution options, account
designations and addresses; and
(iii) providing such other information and assistance to Clients as they or .
Parnassus may reasonably request.
(b) Service Provider shall not provide any services that are primarily intended
to result in the sale or distribution of shares 'of the Funds.
3. Compensation. For the services provided under this Agreement, Parnassus shall
pay Service Provider a service fee at the annual rate according to enclosed
Schedule A, payable quarterly, based on the aggregate net asset value of those
Fund accounts from time to time designated as a "Designated Representative
Account." Parnassus shall have sole discretion as to whether an account is, or
continues to be, a "Designated Representative Account." All "Designated
Representative Accounts" must be in accounts directly with Parnassus and not
registered through an omnibus account registered with Service Provider.
4. Standard of Care. In the performance of its services under this Agreement,
Service Provider shall be obligated to exercise due care and diligence and to
act in good faith and to use its best efforts. Without. limiting the generality
of the foregoing or of any other provision of this Agreement, neither Parnassus
nor Service Provider shall be liable for delays or errors or loss of data
occurring by reason of circumstances beyond Parnassus' or Service Provider's
control.
5. Independent Contractor. Service Provider shall, for all purposes herein, be
deemed to be an independent contractor and shall, unless otherwise expressly
provided and authorized to do so, have no authority to act for or represent the
Funds in any way, or in any way be deemed an agent for the Funds. It is
expressly understood and agreed that the services to be rendered by Service
Provider under the provisions of this Agreement are not to be deemed exclusive,
and Service Provider shall be fr~e to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not materially be impaired thereby.
6. Fund Information. No person is authorized to make any representations
concerning the Funds, shares of the Funds or shareholder services except in
accordance with the terms of this Agreement. Neither Service Provider nor any of
its agents will use or distribute, or authorize the use or distribution of, any
statement relating to the Funds other than those contained in the Funds' current
Prospectus or Statement of Additional Information or in such supplemental
literature as may be authorized by Parnassus.
7. Reports to Parnassus. Upon request by Parnassus, Service Provider shall
provide to Parnassus a written report of the services provided by Service
Provider pursuant to this Agreement, in such form and with such frequency as
Parnassus may reasonably request.
8. Termination. This Agreement may be terminated without penalty by either party
upon at least 30 days prior written notice to the other.
9. Amendments. This Agreement or any part hereof may be changed or waived only
by an instrument in writing signed by the party against which enforcement of
such change or waiver is sought.
10. Anti-Money Laundering Program. This Section shall be added as a new Section
20 to the Agreement. Service Provider represents and warrants that it has
adopted an anti-money laundering program ("AML Program") that complies with the
Bank Secrecy Act, as amended by the USA PATRIOT Act, and any future amendments
(the "PATRIOT Act," and together with the Bank Secrecy Act, the "Act"), the
rules and regulations under the Act, and the rules, regulations and regulatory
guidance of the SEC, the FINRA or any other applicable self-regulatory
organization (collectively, "AML Ru1es and Regulations"). Service Provider
further represents that its AML Program, at a minimum, (1) designates a
compliance officer to administer and oversee the AML Program, (2) provides
ongoing employee training, (3) includes an independent audit function to test
the effectiveness of the AML Program, (4) establishes internal policies,
procedures, and controls that are tailored to its particu1ar business, (5) will
include a customer identification program for its institutional customers
consistent with the rules under section 326 of the Act, (6) provides for the
filing of all necessary anti-money laundering reports including, but not limited
to, currency transaction reports and suspicious activity reports, (7) provides
for screening all new and existing customers. against the Office of Foreign
Asset Control ("OF AC") list and any other government list that is or becomes
required under the Act, and (8) allows for appropriate regulators to examine
Service Provider's AML books and records.
11. Market Timing. Service Provider and Parnassus will enter into a standard
form agreement, pursuant to Ru1e 22c-2 of the Investment Company Act of 1940
whereby Service Provider will agree to provide to Parnassus, upon request,
certain information about the identification and trading has its of Service
Provider's customers. In no event shall Service Provider provide market timing
surveillance or services on behalf of Parnassus other than those services /
duties identified in the aforementioned Rule 22c-2 agreement.
12. Miscellaneous.
(a) This Agreement as well as the Rule 22c-2 Agreement embody the entire
agreements and understandings between the parties hereto and supersede all prior
agreements and understandings relating to the subject matter hereof. .
(b) The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction.
(c) This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
(d) If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
( e) This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors.
(f) This Agreement may not be assigned without the written consent of the
parties.
IN WIINESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below on the day and year first above written.
PARNASSUS INVESTMENTS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director of Sharehoder Services
AMERICAN UNITED LIFE INSURANCE COMPANY
(SERVICE PROVIDER)
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: AVP Products & Investments
SCHEDULE A
The following series or classes of the Trusts are "Funds" for purposes of
this Agreement, as are the Funds added subsequent to this Agreement
currently offered in the applicable Fund's then current prospectus. The
fees apply only to the Plans for which Recordkeeper provides services.
Fund Ticker Cusip Date Est. Min Investment Revenue Share
Parnassus Fund PARNX 701765109 12/31/84 25bps
Parnassus Equity PRBLX 701769101 8/31/92 25bps
Income Fund -Investor Shares
Parnassus Equity PRILX 701769408 4/28/06 $100,000 10 bps
Income Fund -Institutional Shares
Parnassus Mid-Cap PARMX 701765885 4/29/05 25bps
Fund
Parnassus PARSX 701765877 4/29/05 25bps
Small-Cap Fund
Parnassus PARWX 701765869 4/29/05 25bps
Workplace Fund
Parnassus PRFIX 701769200 8/31/92 25bps
Fixed-Income Fund
PARNASSUS FUNDS DISTRIBUTOR
1 Market Street I Suite 1600 I ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ I (415) 778-0,100
▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
BILATERAL NETWORKING AGREEMENT PARNASSUS FUNDS & PARNASSUS INCOME FUNDS
FUND TICKER CUSIP DATE EST.
Parnassus Fund. PARNX 701765109 12/31/84
Parnassus Equity Income PRBLX 701769101 8/31/92
Fund -Investor Shares
parnassus Equity Income PRILX 701769408 4/28/06
Fund -Institutional Shares
Parnassus Mid-Cap Fund PARMX 701765877 4/29/05
Parnassus Small-Cap Fund PARSX 701765869 4/29/05
Parnassus Workplace Fund PARWX 701769200 4/29/05
Parnassus Fixed-Income Fund PRFIX 701765885 8/31/92
The parties named below have executed and filed with the National Securities
Clearing Corporation the standard Networking Agreement. Each party agrees to
participate in Networking with the other under the terms of the Standard
Agreement..
ATTEST: American United Life Insurance Company (459Z) (ZH)
(Firm Name) (NSCC# & Alpha Code)
Receive Position Files: X 1st & 3rd Friday or X 2nd & 4th Friday
Name: /s/ ▇▇▇▇ ▇▇▇▇▇ Title: Manager, Separate Accounts
NSCC/FundServ Department Telephone: ▇▇▇-▇▇▇-▇▇▇▇
ATTEST: Parnassus Funds Distributor for itself and on behalf of the
Parnassus Funds
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Director of Shareholder Services
Parnassus Funds Distributor
22c-2 Shareholder Information Agreement
This SHAREHOLDER INFORMATION AGREEMENT entered into by and between Parnassus
Investments (the "Fund") and American United Life Insurance Company (the
"Intermediary") with an effective date of 10/13/10.
Prior to the effective date o{this Shareholder Information Agreement, the Fund
and the Intermediary agree that any request made to the Intermediary by the Fund
for shareholder transaction information, and the Intermediary's response to such
request, shall be governed by whatever practices the Fund and the Intermediary
had utilized in the absence of a formal agreement, if any, to govern such
requests.
1. Shareholder Information
l.a. Agreement to Provide Information. Intermediary agrees to provide the Fund
or its designee the taxpayer identification number ("TIN"), the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government issued identifier ("GII"), if known, of any or all Shareholder(s) of
the account and the amount, date, name or other identifier of any investment
professional(s) associated with the Shareholder(s) or account (if known), and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an account
maintained by the Intermediary during the period covered by the request.
l.a.i. Form and Timing of Response. (a) Intermediary agrees to provide, promptly
upon request of the Fund or its designee, the requested information specified in
l.a. If requested by the Fund or its designee, Intermediary agrees to use best
efforts to determine promptly whether any specific person about whom it has
received the identification and transaction information specified in l.a is
itself a financial intermediary ("indirect intermediary") and, upon further
request of the Fund or its designee, promptly either (i) provide (or arrange to
have provided) the information set forth in l.a for those shareholders who hold
an account with an indirect intermediary or (ii) restrict or prohibit the
indirect intermediary from purchasing, in nominee name on behalf of other
persons, securities issued by the Fund. Intermediary additionally agrees to
inform the Fund whether it plans to perform (i) or (ii). (b) Responses required
by this paragraph must be communicated in writing and in a format mutually
agreed upon by the parties; and (c) To the extent practicable, the format for
any transaction information provided to the Fund should be consistent with the
NSCC Standardized Data Reporting Format
l.a.ii. Limitations on Use of Information. The Fund agrees not to use the
information received for marketing or any other similar purpose without the
prior written consent of the Intermediary.
1.b. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder who has been identified by the Fund as
having engaged in transactions
of the Fund's Shares (directly or indirectly through the Intermediary's account)
that violate policies established or utilized by the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Fund.
Lb.i. Form of Instructions. Instructions to restrict or prohibit trading must
include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be
executed. If the TIN, ITIN, or GII is not known, the instructions must include
an equivalent identifying number of the Shareholder( s) or account( s) or other
agreed upon information to which the instruction relates.
▇.▇.▇▇. Timing of Response. Intermediary agrees to execute instructions from the
Fund to restrict or prohibit trading as soon as reasonably practicable, but no
later than five business days after receipt of the instructions by the
Intermediary.
l.b.iii. Confirmation by Intermediary. Intermediary must provide written
confirmation to the Fund that instructions from the Fund, to restrict or
prohibit trading have been executed. Intermediary agrees to provide confirmation
as soon as reasonably practicable, but not later than ten business days after
the instructions have been executed.
1.c Definitions. For purposes of this paragraph:
Lc.i. The term "Fund" includes the fund's principal ,underwriter and transfer
agent. The term not does include any "excepted funds" as deemed in Rule 22c-2(b)
under the Investment Company Act of 1940.
▇.▇.▇▇. The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Fund under the Investment
Company Act of 1940 that are held by the Intermediary.
l.c.iii. The term "Shareholder" means the beneficial owner of Shares, whether
the Shares are held directly or by the Intermediary in nominee name.
▇.▇.▇▇. The term "written" includes electronic writings and facsimile
transmissions.
1. c.V. The term "Intermediary" shall mean a "financial intermediary" as defined
in Ru1e 22c-2.
I.e. vi. The term "purchase" does not include the automatic reinvestment of
dividends.
Lc.vii. The term "promptly" as used in La.ii shall mean as soon as practicable
but in no event later than 5 business days from the Intermediary's receipt of
the request for information from the Fund or its designee.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date fIrst above written.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Director of Shareholder Services
Intermediary:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
AVP Products & Investments