1
OneAmerica Funds, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
Name: American United Life Insurance Company
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
OneAmerica Funds, Inc. (the "Fund") is an open-end management investment company
organized as a Maryland corporation and registered with the Securities and
Exchange Commission (the "SEC") under the Investment Company Act of 1940, as
amended (the "1940 Act"). On behalf of each of the portfolios of the Fund
identified in Schedule A, as amended from time to time ("Portfolios"), the board
of directors of the OneAmerica Funds, Inc. ("Directors") have adopted a
Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (the
"Plan") that, among other things, authorizes the Fund to enter into this
Agreement with you (the "Authorized Firm"), concerning the provision of
activities and services set forth in Section 2 (collectively, "Services") to
your contract owners or other permissible purchasers ("Customers") who may from
time to time be investors, or prospective investors, in the Advisor Class shares
(the "Shares") of a Portfolio. The terms and conditions of this Agreement are as
follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1. Reference is made to the "Advisor Class Prospectus" of the Fund as from
time to time is effective under the Securities Act of 1933 (the "1933
Act"). Terms defined therein and not otherwise defined herein are used
herein with the meaning so defined.
1.2. For purposes of determining the fees payable to you under Section 3, the
average daily net asset value of a Portfolio's Shares will be computed in
the manner specified in the Fund's Advisor Class registration statement (as
the same is in effect from time to time) in connection with the computation
of the net asset value of such Portfolio's Shares for purposes of purchases
and redemptions.
2. SERVICES OF AUTHORIZED FIRM.
2.1. The Authorized Firm is hereby authorized and may from time to time
undertake to perform, or arrange for the performance of, some or all of the
following non-exclusive list of Services:
- the provision of personal and continuing services to beneficial
owners of Fund Shares;
- receiving, aggregating and processing purchase, exchange and
redemption orders of beneficial owners;
- answering questions and handling correspondence from beneficial
owners about their accounts;
- maintaining account records and providing beneficial owners with
account statements;
- processing dividend payments for Shares held beneficially;
- providing sub-accounting services for Shares held beneficially;
- issuing reports and transaction confirmations to beneficial
owners;
- forwarding shareholder communications to beneficial owners of
Shares;
- receiving, tabulating and transmitting proxies executed by
beneficial owners of Shares;
- general account administration activities;
- advertising, preparation of sales literature and other
promotional materials, and related printing and distribution
expenses with respect to a Portfolio;
- paying employees or agents of the distributor of the Shares,
other securities broker-dealers and financial intermediaries,
sales personnel, or "associated persons" of the Fund who engage
in or support the provision of services to investors and/or
distribution of the Shares, including salary, commissions,
telephone, travel and related overhead expenses;
- incurring expenses of training sales personnel regarding the
Portfolios;
- preparing, printing and distributing the Fund's Advisor Class
Prospectus, statements of additional information, supplements
thereto, and reports to prospective investors;
- organizing and conducting sales seminars and meetings designed to
promote the sale of Fund Shares;
- paying fees to one or more Authorized Firms in respect of the
average daily value of Shares beneficially owned by investors for
whom the Authorized Firm is the dealer of record or holder of
record, or beneficially owned by shareholders with whom the
Authorized Firm has a servicing relationship;
2
- incurring expenses in obtaining information and providing
explanations to variable contract owners and wholesale and retail
distributors of contracts regarding Fund investment objectives
and policies and other information about the Fund, including the
performance of the Fund;
- incurring expenses in personal services and/or maintenance of
variable contract accounts with respect to Shares attributable to
such accounts;
- incurring costs and expenses in implementing and operating the
Plan, including capital or other expenses of associated
equipment, rent, salaries, bonuses, interest, and other overhead
or financing charges; and
- such other similar activities and services as determined by the
Board from time to time.
2.2. The Authorized Firm may receive compensation pursuant to this Agreement for
making the Fund available to its Customers as funding vehicles for their
variable insurance contracts, and/or compensation for services performed
and expenses incurred by Authorized Firm or its affiliates in connection
with the sale of Fund Shares.
2.3. The Authorized Firm will provide such office space and equipment, telephone
facilities, and personnel (which may be any part of the space, equipment,
and facilities currently used in the Authorized Firm's business, or any
personnel employed by the Authorized Firm) as may be reasonably necessary
or beneficial in order to provide such Services.
2.4. The procedures relating to the handling of orders shall be subject to
instructions which the Fund shall forward from time to time to the
Authorized Firm. All purchase orders for a Portfolio's Shares are subject
to acceptance or rejection by the Fund in its sole discretion, and the Fund
may, in its discretion and without notice, suspend or withdraw the sale of
a Portfolio's Shares, including the sale of such Shares to the Authorized
Firm for the account of any Customer or Customers, unless otherwise agreed
to by the parties to this Agreement.
2.5. In no transaction shall the Authorized Firm act as dealer for its own
account; the Authorized Firm shall act solely for, upon the specific or
pre-authorized instructions of, and for the account of, its Customers. For
all purposes of this Agreement, the Authorized Firm will be deemed to be an
independent contractor, and will have no authority to act as agent for the
Fund or any dealer of the Shares in any matter or in any respect. No person
is authorized to make any representations concerning the Fund or Portfolio
Shares except those representations contained in the Fund's then-current
Advisor Class Prospectus and Statement of Additional Information and in
such printed information as the Fund may subsequently prepare, unless
otherwise agreed to by the parties to this Agreement.
3
2.6. The Authorized Firm and its employees will, upon request, be available
during normal business hours to consult with the Fund or its designees
concerning the performance of the Authorized Firm's responsibilities under
this Agreement. The Authorized Firm will provide to the Fund's Directors
(or assist in the provision of), and the Fund's Directors will review at
least quarterly, a written report of the amounts so expended and describe
the purposes for which the expenditures are made.
In addition, the Authorized Firm will furnish to the Fund or its designees such
information as the Fund or its designees may reasonably request (including,
without limitation, periodic certifications confirming the rendering of Services
as described herein), and will otherwise cooperate with the Fund and its
designees (including, without limitation, any auditors designated by the Fund),
in the preparation of reports to the Fund's Directors concerning this Agreement
and the monies paid, reimbursed, payable, or reimbursable pursuant hereto, the
Services provided hereunder and related expenses, and any other reports or
filings that may be required by law.
3. FEES.
3.1. In consideration of the costs and expenses of furnishing the Services and
facilities provided by the Authorized Firm hereunder, and subject to the
limitations of applicable law and regulations, the Authorized Firm will be
compensated and/or reimbursed (as applicable) at an annual rate of up to,
but not more than, 0.30% of the average daily net assets attributable to
the Shares of each Portfolio which are attributable to or held in the name
of the Authorized Firm for its Customers. The fee will not be paid to the
Authorized Firm with respect to Shares of a Portfolio that are redeemed or
repurchased by the Portfolio within seven (7) business days of receipt of
confirmation of such sale.
3.2. The fee rate with respect to any Portfolio may be prospectively increased
or decreased by the Fund, in its sole discretion, at any time upon notice
to the Authorized Firm.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1. By written acceptance of this Agreement, the Authorized Firm represents,
warrants, and agrees that, to the extent required by law: (i) the
Authorized Firm has all necessary qualifications, authorizations and/or
registrations relating to the Authorized Firm's participation in this
Agreement and the transactions contemplated hereby or relating to any
activities of any persons or entities affiliated with the Authorized Firm
performed in connection with the discharge of its responsibilities under
this Agreement; (ii) the Authorized Firm will provide to Customers a
schedule of the services it will perform pursuant to this Agreement and a
schedule of any fees that the Authorized Firm may charge directly to
Customers for services it performs in connection with investments in the
Fund on the Customer's behalf; and (iii) any and all compensation payable
to the Authorized Firm by Customers in connection with the investment of
their assets in the Fund will be disclosed by the Authorized Firm to
4
Customers and will be authorized by Customers and will not result in an
excessive fee to the Authorized Firm.
4.2. The Authorized Firm agrees to comply with all requirements applicable to it
by reason of all applicable laws, including federal and state securities
laws, the rules and regulations of the SEC, including, without limitation,
all applicable requirements of the 1933 Act, the Securities Exchange Act of
1934, and the Investment Advisers Act of 1940. The Fund has informed the
Authorized Firm of the states or other jurisdictions in which the Fund
believes the Shares of the Portfolios are qualified for sale. The
Authorized Firm agrees that it will not purchase a Portfolio's Shares on
behalf of a Customer's account in any jurisdiction in which such Shares are
not qualified for sale. The Authorized Firm further agrees that it will
maintain all records required by applicable law or otherwise reasonably
requested by the Fund relating to services provided by it pursuant to the
terms of this Agreement.
4.3. The Authorized Firm agrees that under no circumstances shall the Fund be
liable to the Authorized Firm or any other person under this Agreement as a
result of any action by the SEC affecting the operation or continuation of
the Plan.
5. EXCULPATION; INDEMNIFICATION.
5.1. The Fund shall not be liable to the Authorized Firm and the Authorized Firm
shall not be liable to the Fund except for acts or failures to act which
constitute lack of good faith or negligence and for obligations expressly
assumed by either party hereunder. Nothing contained in this Agreement is
intended to operate as a waiver by the Fund or by the Authorized Firm of
compliance with any applicable law, rule, or regulation.
5.2. The Authorized Firm will indemnify the Fund and hold it harmless from any
claims or assertions relating to the lawfulness of the Authorized Firm's
participation in this Agreement and the transactions contemplated hereby or
relating to any activities of any persons or entities affiliated with the
Authorized Firm performed in connection with the discharge of its
responsibilities under this Agreement. If any such claims are asserted, the
Fund shall have the right to manage its own defense, including the
selection and engagement of legal counsel of its choosing, and all costs of
such defense shall be borne by the Authorized Firm.
6. EFFECTIVE DATE; TERMINATION.
6.1. This Agreement will become effective with respect to each Portfolio on the
date of its acceptance by the Authorized Firm. Unless sooner terminated
with respect to any Portfolio, this Agreement will continue with respect to
a Portfolio until terminated in accordance with its terms, provided that
the continuance of the Plan is specifically approved at least annually in
accordance with the terms of the Plan.
6.2. This Agreement will automatically terminate with respect to a Portfolio in
the event of its assignment (as such term is defined in the ▇▇▇▇ ▇▇▇) or
upon
5
termination of the Plan. This Agreement may be terminated with respect to
any Portfolio by the Fund or by the Authorized Firm, without penalty, upon
sixty days' prior written notice to the other party. This Agreement may
also be terminated with respect to any Portfolio at any time without
penalty by the vote of a majority of the Independent Directors (as defined
in the Plan) or a majority of the outstanding Shares of a Portfolio on
sixty (60) days' written notice.
7. GENERAL.
7.1. All notices and other communications to either the Authorized Firm or the
Fund will be duly given if mailed, telegraphed or telecopied to the
appropriate address set forth on page 1 hereof, or at such other address as
either party may provide in writing to the other party.
7.2. The Fund may enter into other similar agreements for the provision of
Services with any other person or persons without the Authorized Firm's
consent.
7.3. Upon receiving the written consent of the Fund, the Authorized Firm may, at
its expense, subcontract with any entity or person concerning the provision
of the Services contemplated hereunder; provided, however, that the
Authorized Firm shall not be relieved of any of its obligations under this
Agreement by the appointment of such subcontractor and provided further,
that the Authorized Firm shall be responsible, to the extent provided in
Article 5 hereof, for all acts of such subcontractor as if such acts were
its own.
7.4. This Agreement supersedes any other agreement between the Fund and the
Authorized Firm relating to the Services described herein in connection
with a Portfolio's Shares and relating to any other matters discussed
herein. All covenants, agreements, representations, and warranties made
herein shall be deemed to have been material and relied on by each party,
notwithstanding any investigation made by either party or on behalf of
either party, and shall survive the execution and delivery of this
Agreement. The invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of any other term or
provision hereof. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof.
This Agreement may be executed in any number of counterparts which together
shall constitute one instrument and shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of the
State of Indiana and shall bind and inure to the benefit of the parties
hereto and their respective successors.
7.5 It is expressly agreed that the obligations of the Fund hereunder shall not
be binding upon any of the Directors, shareholders, nominees, officers,
agents or employees of the Fund personally, but shall bind only the
property of the Fund. The execution and delivery of this Agreement have
been authorized by the Directors, and this Agreement has been signed and
delivered by an authorized officer of the Fund, acting as such, and neither
such authorization by the Directors nor such execution and delivery by such
6
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the
property of the Fund.
(The remainder of this page is left intentionally blank. The signature page
follows.)
7
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below.
OneAmerica Funds, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:Assistant Secretary & Chief
Compliance Officer
The foregoing Agreement is hereby accepted:
American United Life Insurance Company
Authorized Firm
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate General Counsel
Date: 03/03/09
SCHEDULE A
TO THE DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
Approved February 24, 2006
Amended and Approved February 29, 2008
Approved February 26, 2009
OneAmerica Value Portfolio
OneAmerica Investment Grade Bond Portfolio
OneAmerica Money Market Portfolio
OneAmerica Asset Director Portfolio
OneAmerica Socially Responsive Portfolio