Exhibit 99.8.55
SHAREHOLDER SERVICING AGREEMENT
THIS SHAREHOLDER SERVICING AGREEMENT ("Agreement"), dated as of
____________, 2014 is made between ▇▇▇▇▇▇▇▇ Investment Counsel, Inc. ("SICI"), a
Michigan corporation, on behalf of the mutual funds set forth on Schedule A to
this Agreement (the "Funds"), and American United Life Insurance Company, Inc.
("AUL") and OneAmerica Securities Inc. ("OAS"), as and where applicable,
collectively the shareholder servicing agent ("Servicing Agent");
WHEREAS, shares of beneficial interest of the Funds (the "Shares") may be
purchased or redeemed through a broker/dealer or financial institution that has
entered into a shareholder servicing agreement with SICI on behalf of the Funds;
and
WHEREAS, AUL has been selected by certain retirement benefit plans to
provide administrative and recordkeeping services; and
WHEREAS, OAS is a registered broker-dealer and an affiliate of AUL; and
WHEREAS, SICI and the Servicing Agent acknowledge that Shares may be made
available to certain retirement benefit plan customers and/or their respective
plan participants ("Customers") through a separate account under an AUL group
annuity contract. When Customers' contributions are allocated to an AUL separate
account, "SICI Units" will be credited to corresponding accounts based on the
contribution amount and the current unit value, and a separate account will in
turn purchase Shares.
WHEREAS, it is in the best interests of the Funds to make the services of
the Servicing Agent available to the Customers;
NOW THEREFORE, SICI and the Servicing Agent hereby agree as follows:
1. APPOINTMENT. The Servicing Agent hereby agrees to perform certain
shareholder services with respect to the Funds. The Servicing Agent's
appointment is not exclusive.
2. SERVICES TO BE PERFORMED.
2.1. Shareholder Services. The Servicing Agent shall be responsible
for:
(a) establishing and maintaining accounts and records relating to
Customers;
(b) answering Customer inquiries regarding account status and
history, and the manner in which purchases, exchanges and
redemptions of Shares may be effected;
(c) processing and verifying purchase, redemption and exchange
transactions;
(d) processing and verifying the wiring or other transfer of
funds to and from separate accounts in connection with
Customer orders to purchase or redeem Shares;
(e) monitoring the furnishing of account statements and
confirmations of Customer transactions;
(f) providing necessary personnel and facilities to establish and
maintain Customer accounts and records and to provide the
other services contemplated hereby;
(g) providing such other shareholder liaison or related services
as SICI or a Customer may reasonably request.
2.2. Standards. The Servicing Agent shall act as agent for Customers
only and shall have no authority to act as agent for SICI or the
Funds.
3. FEES. As full compensation for the services described in Section 2 and
expenses incurred by the Servicing Agent, the Servicing Agent may
receive a fee. This fee will be payable as agreed by SICI and the
Servicing Agent as set forth on Schedule A to this Agreement, but no
more frequently than monthly. Notwithstanding anything herein to the
contrary, SICI shall not be obligated to make any payments under this
Agreement that exceed the maximum amounts payable under Rule 2830 of
the Conduct Rules of National Association of Securities Dealers, Inc.
Such fees constitute all fees to be paid to the Servicing Agent by
SICI for providing the shareholder services contemplated hereby.
4. INFORMATION PERTAINING TO THE SHARES. The Servicing Agent and its
officers, employees and agents are not authorized to make any
representations concerning the Trust, the Funds or the Shares except
to communicate to Customers accurately factual information contained
in a Fund's prospectus and statement of additional information and
objective historical performance information. During the term of this
Agreement, SICI agrees to furnish, at SICI's expense, the Servicing
Agent all prospectuses, statements of additional information, proxy
statements, reports to shareholders, sales literature, or other
materials the Funds distributes generally to shareholders of the Funds
or the public. SICI shall furnish or otherwise make available to the
Servicing Agent such other information relating to the business
affairs of the Funds as the Servicing Agent may, from time to time,
reasonably request in order to discharge its obligations hereunder.
5. SECURITY. The Servicing Agent represents and warrants that various
procedures and systems that it has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any
other cause the Servicing Agent's records, data, equipment, facilities
and other property used in the performance of its obligations
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hereunder are adequate; and that it will make such changes therein
from time to time as in its judgment are required for the secure
performance of its obligations hereunder.
6. COMPLIANCE WITH LAWS. The Servicing Agent shall comply with all
applicable federal and state laws and regulations. The Servicing Agent
represents and warrants to SICI that the performance of all its
obligations hereunder will comply with all applicable laws and
regulations, the provisions of its charter documents and by-laws and
all material contractual obligations binding upon the Servicing Agent.
7. FORCE MAJEURE. The Servicing Agent shall not be liable or responsible
for delays or errors by reason of circumstances beyond its control,
including, but not limited to, acts of civil or military authority,
national emergencies, labor difficulties, fire, mechanical breakdown,
flood or catastrophe, acts of God, insurrection, war, riots or failure
of communication systems or power supply.
8. INDEMNIFICATION. To the extent that the Servicing Agent acts in good
faith and without gross negligence or willful misconduct, Servicing
Agent shall not be responsible for, and SICI shall indemnify and hold
the Servicing Agent harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of and attributable to all actions of
Servicing Agent, its directors, officers and employees taken pursuant
to this Agreement. The Servicing Agent shall indemnify and hold SICI
harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of or
attributable to the lack of good faith, gross negligence or willful
misconduct of the Servicing Agent, its directors, officers and
employees in the performance of the Servicing Agent's obligations
under this Agreement.
9. REPRESENTATIONS. By your written acceptance of this Agreement, you
represent, warrant and agree that: (i) the compensation payable to you
in connection with this Agreement will be disclosed by you pursuant to
applicable law, will be authorized by retirement benefit plans and
will not be excessive.
10. TERMINATION. Notwithstanding anything herein to the contrary, this
Agreement may be terminated at any time, without payment of any
penalty, by either party upon ninety (90) days written notice to the
other party.
11. NON-EXCLUSIVITY. Nothing in this Agreement shall limit or restrict the
right of the Servicing Agent to engage in any other business or to
render services of any kind to any other corporation, firm, individual
or association. Nothing in this Agreement shall limit or restrict the
right of SICI to engage other broker/dealers or financial institutions
to perform the same or similar services for their customers that
invest in Shares.
12. AMENDMENTS. This Agreement shall become effective upon receipt by us
of a signed copy hereof, and shall cancel and supersede any and all
prior Shareholder Servicing Agreements or similar arrangements or
contracts relating to the provision of shareholder services. Any
amendments to this Agreement shall be deemed accepted by you, and
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will take effect with respect to, and on the date of, any provision
of shareholder services by you after the date set forth in any notice
of amendment sent by us to you.
13. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Michigan.
14. RULE 22C-2. The following provisions apply to any Servicing Agent
that has established an account with a Fund and submits trades on
behalf of its customers through an omnibus account. In such instances
the Fund will not administer its frequent trading policies or
redemption fee policies (if applicable) at the Fund account level.
1. AGREEMENT TO PROVIDE INFORMATION. Servicing Agent agrees to
provide the Fund, 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 participant(s) who have purchased, redeemed,
transferred or exchanged shares of the SICI Units through an account
with Servicing Agent during the period covered by the request.
a. PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 calendar days from the date of the
request, for which transaction information is sought. The Fund
may request transaction information older than 90 calendar 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. The Fund
acknowledges, however, that requests for transaction information
older than 90 calendar days from the date of the Fund's request
may require a longer response time.
b. FORM AND TIMING OF RESPONSE. Servicing Agent agrees to transmit
the requested information specified in Item 1 that is on its
books and records to the Fund or its designee promptly, but in
any event not later than 10 business days, after receipt of a
request. If Intermediary holds shares for the account of an
indirect intermediary, Servicing Agent agrees to: (i) provide or
arrange to provide (as defined below) to the Fund the requested
information regarding participants who hold an account with one
of its indirect intermediaries or (ii) restrict or prohibit the
indirect intermediary from purchasing, in nominee name on behalf
of other persons, SICI Units. Servicing Agent additionally
agrees to inform the Fund 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 Fund should be consistent with the
NSCC Standardized Data Reporting Format. For purposes of this
provision, an "indirect intermediary" has the
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same meaning as in SEC Rule 22c-2 under the Investment Company
Act.
c. LIMITATIONS ON USE OF INFORMATION. The Fund, its affiliates and
agents shall not use the information received for marketing,
competitive analysis, or any other similar purpose without the
prior written consent of the Servicing Agent. Each party will
comply with all applicable federal and state laws, rules and
regulations governing the privacy and confidentiality of
participant information disclosed pursuant to Rule 22c-2.
2. AGREEMENT TO RESTRICT TRADING. Servicing Agent agrees to execute
written instructions from the Fund to restrict or prohibit further
purchases or exchanges of SICI Units by a participant for accounts on the
Servicing Agent's books and records that have been identified by the Fund
as having engaged in transactions in the Fund's Shares (directly or
indirectly through the Servicing Agent's account) that violate 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.
a. FORM OF INSTRUCTIONS. Instructions 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 participant(s) or account(s) or other agreed upon
information to which the instruction relates.
b. TIMING OF RESPONSE. Servicing Agent agrees to execute
instructions as soon as reasonably practicable, but not later
than 5 business days after receipt of the instructions by the
Servicing Agent.
c. CONFIRMATION BY SERVICING AGENT. Servicing Agent must provide
written confirmation to the Fund that instructions have been
executed. Servicing Agent agrees to provide confirmation as soon
as reasonably practicable, but not later than 10 business days
after the instructions have been executed.
3. DEFINITIONS. For purposes of this section:
a. The term "Funds" includes the Fund Agent and the Funds' transfer
agent. The term does not include any "excepted funds" as defined
in SEC Rule 22c-2(b) under the Investment Company Act of 1940.
b. The term "provide or arrange to provide" means if the record
keeping is not done on the books and records of Servicing Agent,
Servicing Agent will provide the information request to its
indirect intermediary and will use its best efforts to assist
the Fund or Fund
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Company in obtaining the requested information from its indirect
intermediary.
c. The term "Shares" means the interests of AUL corresponding to
the redeemable securities of record issued by the Fund under the
Investment Company Act of 1940 that are held by the Servicing
Agent.
d. The term "Shareholder" means AUL, whether the Shares are held
directly or by the Servicing Agent in nominee name.
e. The term "written" includes electronic writings and facsimile
transmissions.
f. The term "purchase" does not include the automatic reinvestment
of dividends.
15. Each party agrees that any Non-Public Personal Information, as the
term is defined in Securities and Exchange Commission S-P ("Reg
S-P"), may be disclosed by a party hereunder only for the specific
purpose of permitting the other party to perform services set forth
in this Agreement. Each party agrees that with respect to such
information, it will comply with Reg S-P and any other applicable
regulations and that it will not disclose any Non-Public Personal
Information received in connection with this Agreement to any party
except to the extent required to carry out the services set forth in
this agreement or as required by law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the day and year first stated above.
▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL, INC.
By:
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
---------------------------------
By:
-----------------------------
Name:
Title:
AMERICAN UNITED LIFE INSURANCE
COMPANY, INC.
By:
-----------------------------
Name:
Title:
ONEAMERICA SECURITES, INC.
By:
-----------------------------
Name:
Title:
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SCHEDULE A
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FUNDS SUBJECT TO THIS AGREEMENT
FEES (AS A PERCENTAGE OF
CUSIP NO. TICKER SYMBOL OF AVERAGE ACCOUNT BALANCES
--------- ------------- ---------------------------
▇▇▇▇▇▇▇▇ Value Fund 808530109 RCMFX 0.25% per annum
Ave ▇▇▇▇▇ Catholic Values Fund 808530208 AVEMX 0.25% per annum
Ave ▇▇▇▇▇ Growth Fund 808530307 AVEGX 0.25% per annum
Ave ▇▇▇▇▇ Rising Dividend Fund 808530604 AVEDX 0.25% per annum
Ave ▇▇▇▇▇ Opportunity Fund 808530703 AVESX 0.25% per annum
Ave ▇▇▇▇▇ World Equity Fund 808530802 AVEWX 0.25% per annum
Ave ▇▇▇▇▇ ▇▇▇▇ Fund 808530505 AVEFX 0.075% per annum
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