SECURITIES AND EXCHANGE COMMISSION
FORM 485BPOS Post-effective amendments [Rule 485(b)]
Filing Date: 2012-04-20
SEC Accession No. 0001104659-12-026902 (HTML Version on secdatabase.com)
FILER AUL AMERICAN UNIT TRUST CIK:856341| IRS No.: 000000000 | Fiscal Year End: 1231 Type: 485BPOS | Act: 33 | File No.: 033-31375 | Film No.: 12771591
AUL AMERICAN UNIT TRUST CIK:856341| IRS No.: 000000000 | Fiscal Year End: 1231 Type: 485BPOS | Act: 40 | File No.: 811-05929 | Film No.: 12771592
Mailing Address PO BOX 6148 INDIANAPOLIS IN 46206-6148
Business Address PO BOX 6148 INDIANAPOLIS IN 46206-6148 3172631516
Mailing Address PO BOX 6148 INDIANAPOLIS IN 46206-6148
Business Address PO BOX 6148 INDIANAPOLIS IN 46206-6148 3172631516
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
File No. 033-31375 As filed with the Securities and Exchange Commission on April 20, 2012
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendment No.
o
Post-Effective Amendment No. 39 x and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x Amendment No. 41 (Check appropriate box or boxes)
AUL AMERICAN UNIT TRUST (Exact Name of Registrant as Specified in Charter) One American Square, Indianapolis, Indiana (Address of Principal Executive Offices)
46282 (Zip Code)
Registrants Telephone Number, including Area Code: (317) 285-1877 Richard M. Ellery Associate General Counsel American United Life Insurance Company One American Square Indianapolis, Indiana 46282 (Name and Address of Agent for Service) It is proposed that this filing will become effective (Check appropriate Space) o x o o
immediately upon filing pursuant to paragraph (b) of Rule 485 On May 1, 2012 pursuant to paragraph (b) of Rule 485 60 days after filing pursuant to paragraph (a)(1) of Rule 485 on (date) pursuant to paragraph (a)(1) of Rule 485 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
o this post-effective amendment designates a new effective date for a previously filed amendment
CROSS REFERENCE SHEET Pursuant to Rule 495 Showing Location in Part A (Prospectus) and Part B (Statement of Additional Information) of Registration Statement of Information Required by Form N-4 PART A - PROSPECTUS
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.
Item of Form N-4 Cover Page Definitions Synopsis Condensed Financial Information General Description
Prospectus Caption Cover Page Definitions Summary; Expense Table; Example Condensed Financial Information Information About AUL, The Variable Account, and the Funds; Voting of Shares of the Funds Charges and Deductions The Contracts; Contributions and Contract Values During the Accumulation Period; Cash Withdrawals and the Death Benefit; Summary Annuity Period Cash Withdrawals and The Death Benefit Contributions and Contract Values During the Accumulation Period Cash Withdrawals and The Death Benefit Federal Tax Matters Other Information Statement of Additional Information
Deductions and Expenses General Description of Variable Annuity Contracts Annuity Period Death Benefit Purchase and Policy Values Redemptions Taxes Legal Proceedings Table of Contents for the Statement of Additional Information
PART B - STATEMENT OF ADDITIONAL INFORMATION
15. 16. 17. 18. 19. 20. 21. 22. 23.
Statement of Additional Item of Form N-4 Cover Page Table of Contents General Information and History Services Purchase of Securities Being Offered Underwriters Calculation of Performance Data Annuity Payments Financial Statements
Statement of Additional Information Caption Cover Page Table of Contents General Information and History Custody of Assets; Independent Auditors Distribution of Contracts; Charges and Deductions (Prospectus) Distribution of Contracts Performance Information Annuity Period(Prospectus) Financial Statements
PART C - OTHER INFORMATION Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
24. 25. 26. 27. 28. 29. 30. 31. 32. 33.
Information Item of Form N-4 Financial Statements and Exhibits Directors and Officers of the Depositor Persons Controlled By or Under Common Control with Depositor or Registrant Number of Policyowners Indemnification Principal Underwriters Location of Accounts and Records Management Services Undertakings Signatures
Part C Caption Financial Statements and Exhibits (Statement of Additional Information) Directors and Officers of AUL Persons Controlled By or Under Common Control with Depositor or Registrant Number of Contractholders Indemnification Principal Underwriters Location of Accounts and Records Management Services Undertakings Signatures
Prospectus for
AUL American Unit Trust Products and financial services provided by:
American United Life Insurance Company® a OneAmerica® company P.O. Box 368, Indianapolis, Indiana 46206-0368 Telephone: (800) 249-6269
May 1, 2012 Prospectus AUL American Unit Trust GROUP VARIABLE ANNUITY CONTRACTS Offered By American United Life Insurance Company® One American Square, Indianapolis, Indiana 46282 (800) 249-6269 Annuity Service Office Mailing Address: P.O. Box 6148, Indianapolis, Indiana 46206-6148 This Prospectus describes group variable annuity contracts ("Contracts") offered by American United Life Insurance Company® ("AUL" or the "Company"). Any qualified Employer, trust, custodian, association, or other entity may enter into the Contracts. This Prospectus describes Contracts that allow ongoing Contributions that can vary in amount and frequency ("Recurring Contribution Contracts") and Contracts that allow only a single contribution to be made ("Single Contribution Contracts"). All of the Contracts provide for the accumulation of values on a variable basis, a fixed basis, or both. The Contracts also provide several options for fixed Annuity payments to begin on a future date. A Participant may allocate Contributions to the AUL American Unit Trust, a separate account of AUL (the "Variable Account"). The Variable Account is divided into Investment Accounts. These Investment Accounts invest in the corresponding portfolios offered by the Funds. A Contract Participant does not own shares of the Fund; instead, units in the Variable Account are credited to his or her Account. For example, if a Participant decides to allocate his or her Contributions to the OneAmerica Value Investment Account, units of that Investment Account would be credited to the Participant's Account based on the amount of those Contributions and the then-current
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Accumulation Unit Value of that Investment Account. The Variable Account would, in turn, buy shares of the OneAmerica Value Portfolio. A Participant's Account Value may fluctuate depending on the investment performance of the underlying Fund portfolio. These amounts are not guaranteed. Alternatively, instead of allocating Contributions to the Variable Account, a Participant may allocate Contributions to AUL's Fixed Interest Account ("FIA") or Stable Value Account ("SVA") Contributions to the FIA will earn interest at rates that are paid by AUL as described in "The Fixed Interest Account." Contributions to the SVA will earn interest at rates that are paid by AUL as described in "The Stable Value Account." A Participant may allocate Contributions to one or more of the Investment Accounts, but not all of the Investment Accounts may be available under a specific Contract. This Prospectus provides information about the Contracts and the Variable Account that a prospective investor should know before investing. Additional information is contained in a Statement of Additional Information ("SAI") dated May 1, 2012, which has been filed with the Securities and Exchange Commission (the "SEC"). The SAI is incorporated by reference into this Prospectus. A prospective investor may obtain a copy of the SAI without charge by calling or writing AUL at the telephone number or address indicated above. The table of contents of the SAI is located at the end of this Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense. This Prospectus should be accompanied by a current Prospectus for each Fund being considered. Each of these prospectuses should be read carefully and retained for future reference. The date of this Prospectus is May 1, 2012
TABLE OF CONTENTS Description
Page
DEFINITIONS
4
SUMMARY
6
Purpose of the Contracts
6
Types of Contracts
6
The Variable Account and the Funds
6
Fixed Interest Account
25
Contributions
25
Transfers
25
Withdrawals
25
The Death Benefit
25
Annuity Options
25
Charges
25
Withdrawal Charge
25
Premium Tax Charge
25
Asset Charge
25
Administrative Charge
26
Additional Charges and Fees
26
Expenses of the Funds
26
Ten-Day Free Look
26 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Termination by the Owner
26
Contacting AUL
26
EXPENSE TABLE
27
CONDENSED FINANCIAL INFORMATION
28
INFORMATION ABOUT AUL, THE VARIABLE ACCOUNT, AND THE FUNDS
126
American United Life Insurance Company®
126
Variable Account
126
The Funds
126
Revenue AUL Receives
127
Funds and Objectives
128
THE CONTRACTS
138
General
138
CONTRIBUTIONS AND CONTRACT VALUES DURING THE ACCUMULATION PERIOD
138
Contributions under the Contracts
138
Ten-Day Free Look
138
Initial and Single Contributions
138
Allocation of Contributions
138
Subsequent Contributions Under Recurring Contribution Contracts
139
Transfers of Account Value
139
Abusive Trading Practices
139
Late Trading
139
Market Timing
140
Description
Page
CONTRIBUTIONS AND CONTRACT VALUES DURING THE ACCUMULATION PERIOD (continued) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Participant's Variable Account Value
140
Accumulation Units
140
Accumulation Unit Value
140
Net Investment Factor
140
Dollar Cost Averaging Program
141
CASH WITHDRAWALS AND THE DEATH BENEFIT
141
Cash Withdrawals
141
Systematic Withdrawal Service for 403(b), 408, 408A, 457 Programs and 409A Programs
141
Constraints on Withdrawals
142
General
142
403(b) Programs
142
Texas Optional Retirement Program
142
The Death Benefit
143
Termination by the Owner
143
Termination by AUL
144
Payments from the Variable Account
144
CHARGES AND DEDUCTIONS
145
Premium Tax Charge
145
Withdrawal Charge
145
Asset Charge
145
Variable Investment Plus
146
Administrative Charge
146
Additional Charges and Fees
146
Other Charges
147
Variations in Charges
147
Guarantee of Certain Charges
147
Expenses of the Funds
147
ANNUITY PERIOD
147
General
147
Annuity Options
148
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Option 1 Life Annuity
148
Option 2 Certain and Life Annuity
148
Option 3 Survivorship Annuity
148
Option 4 Installment Refund Life Annuity
148
Option 5 Fixed Periods
148
Selection of an Option
148
THE FIXED INTEREST ACCOUNT
148
Interest
149
Withdrawals and Transfers
149
Transfer of Interest Option
150
Contract Charges
150
2
TABLE OF CONTENTS (continued) Description
Page
THE FIXED INTEREST ACCOUNT (continued) Payments from the Fixed Interest Account
150
403(b) Plan Loans
150
THE STABLE VALUE ACCOUNT
151
In General
151
Guaranteed SVA Account Value
151
Transfers to and from the SVA
151
Benefits paid from the SVA
151
Annuities Paid from the SVA
151
Contract Termination
152
MORE ABOUT THE CONTRACTS
152
Designation and Change of Beneficiary
152
Assignability
152
Proof of Age and Survival
153
Misstatements
153
Termination of Recordkeeping Services
153 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
FEDERAL TAX MATTERS
153
Introduction
153
Tax Status of the Company and the Variable Account
153
Description
Page
FEDERAL TAX MATTERS (continued) Tax Treatment of Retirement Programs
153
401 Employee Benefit Plans
154
403(b) Programs
154
408 and 408A Programs
154
409 A and 457 Programs
155
HSA, HRA, and OPEB Employee Benefit Plans
155
Tax Penalty
155
Withholding
155
OTHER INFORMATION
156
Mixed and Shared Funding
156
Voting of Shares of the Funds
156
Substitution of Investments
157
Redemption Fees
157
Changes to Comply with Law and Amendments
157
Reservation of Rights
158
Periodic Reports
158
Legal Proceedings
158
Legal Matters
158
STATEMENT OF ADDITIONAL INFORMATION
159
3
DEFINITIONS Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Various terms commonly used in this Prospectus are defined as follows: Account Date The date on which a Participant's initial Contribution is credited to a Participant's Account and on which AUL begins to determine account values. It is the date used to determine account years and account anniversaries. Accumulation Period The period commencing on a Participant's Account Date and terminating when the Participant's Account is closed, either through withdrawal, annuitization, payment of charges, payment of the death benefit, or a combination thereof. Accumulation Unit A unit of measure used to record amounts of increases to, decreases from, and accumulations in the Investment Accounts of the Variable Account during the Accumulation Period. Annuitant The person or persons upon whose life or lives Annuity payments depend. Annuity A series of payments made by AUL to an Annuitant or Beneficiary during the period specified in the Annuity Option. Annuity Commencement Date The first day of any month in which an Annuity begins under a Contract, which shall not be later than the required beginning date under applicable federal requirements. Annuity Options Options under a Contract that prescribe the provisions under which a series of Annuity payments are made. Annuity Period The period during which Annuity payments are made. AUL American United Life Insurance Company® Beneficiary The person having the right to the death benefit, if any, payable upon the death of a Participant, an Annuitant or another Beneficiary. Benefit Responsive Certain types of Contracts in which withdrawal charges are not applied for payment of benefits associated with retirement, death, disability, certain terminations of employment, unforeseeable emergency, hardship, loans, required minimum distribution under the Internal Revenue Code, or long-term care facility and terminal illness benefit riders. Business Day A day on which both AUL's Corporate Office and the New York Stock Exchange are customarily open for business. Traditionally, in addition to federal holidays, AUL is not open for business on the day after Thanksgiving; but AUL may not be open for business on other days. Contract Date The date shown as the Contract Date in a Contract. It will not be later than the date any Contribution is accepted under a Contract, and it is the date used to determine Contract Years and Contract anniversaries. Contract Year A period beginning with one Contract anniversary, or, in the case of the first Contract Year, beginning on the Contract Date, and ending the day before the next Contract anniversary. The first Contract Year may, at the request of the Owner, be less than twelve (12) months so that the Contract Year will coincide with the Owner's accounting year. Thereafter, each Contract Year will consist of a twelve (12) month period, unless a change in the Owner's accounting year is made. Contributions Any amount deposited under a Contract by a Participant or by an Owner or other duly authorized entity on behalf of a Participant under a 403(b) Program, a 408 or 408A Program, an Employee Benefit Plan, or a 457 or 409A Program. Depending on the type of Contract, Contributions may be made on a recurring basis or on a single-premium basis. Corporate Office The Annuity Service Office at AUL's principal business office, One American Square, Indianapolis, Indiana 46282 Employee Benefit Plan A pension or profit sharing plan established by an Employer for the benefit of its employees and which is qualified under Section 401 of the Internal Revenue Code. This term also includes Health Savings Accounts, Health Reimbursement Arrangements, and other post-employment benefit plans discussed on page six (6). Employer An Employer, such as a tax-exempt or public school organization with respect to which a Contract has been entered into for the benefit of its employees. In some cases, a trustee or custodian may act as the Owner for Participants. In this case, certain rights usually reserved to the Employer will be exercised either directly by the employees or through such trustee or custodian, who will act as the agent of such employees. Employer Sponsored 403(b) Program A 403 (b) Program funded with a Contract that allows the Owner to terminate the Contract and transfer the Contract assets to another funding medium. Fixed Interest Account ("FIA") An account that is part of AUL's General Account in which all or a portion of a Participant's Account Value may be held for accumulation at fixed rates of interest paid by AUL. The FIA may not be available under all Contracts. Funds A diversified, open-end management investment company commonly referred to as a fund, or a portfolio thereof. General Account All assets of AUL other than those allocated to the Variable Account or to any other separate account of AUL. Investment Account One or more of the subdivisions of the Variable Account. Each Investment Account is invested in a corresponding portfolio of a particular Fund. Not all of the Investment Accounts may be available under a particular Contract and some of the Investment Accounts are not available for certain types of Contracts.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
4
DEFINITIONS (continued) IRS Internal Revenue Service Owner The Employer, association, trust, or other entity entitled to the ownership rights under the Contract and in whose name or names the Contract is issued. A trustee, custodian, administrator, or other person performing similar functions may be designated to exercise an Owner's rights and responsibilities under certain Contracts. The term "Owner," as used in this Prospectus, shall include, where appropriate, such a trustee, custodian, administrator, or other person. Participant An eligible employee, member, or other person who is entitled to benefits under the Plan or retirement program as determined and reported to AUL by the Owner or other duly authorized entity. Participant's Account An account established for each Participant. In some contracts, Participants' Accounts are not maintained. Participant's Account Value The current value of a Participant's Account under a Contract, which is equal to the sum of a Participant's Fixed Interest Account Value, Stable Value Account Value and Variable Account Value. When the account is established, it is equal to the initial Contribution, and thereafter will reflect the net result of Contributions, investment performance, charges deducted, loans, and any withdrawals taken. Participant's Fixed Interest Account Value The total value of a Participant's interest in the FIA. Participant's Stable Value Account Value The total value of a Participant's interest in the Stable Value Account... Participant's Variable Account Value The total value of a Participant's interest in the Investment Accounts of the Variable Account. Participant's Withdrawal Value A Participant's Account Value minus the applicable withdrawal charge and minus the Participant's outstanding loan balances, if any, and any expense charges due thereon. Plan The retirement plan or other type of Employee Benefit Plan, in connection with which the Contract is issued and any subsequent amendment to such a plan. Stable Value Account ("SVA") An account that is part of AUL's General Account in which all or a portion of a Participant's Account Value may be held for accumulation at fixed rates of interest paid by AUL. The SVA may not be available under all Contracts. Valuation Date Each date on which the Variable Account is valued, which currently includes each Business Day. Valuation Period A period used in measuring the investment experience of each Investment Account of the Variable Account. The Valuation Period begins following the close of one Valuation Date and ends at the close of the next succeeding Valuation Date. Variable Account The AUL American Unit Trust, which is a separate account of AUL, whose assets and liabilities are maintained separately from those of AUL's General Account. Vested A legally fixed immediate right of ownership. 403(b) Program An arrangement by a public school organization or a religious, charitable, educational, or scientific organization that is described in Section 501(c)(3) of the Internal Revenue Code under which employees are permitted to take advantage of the federal income tax deferral benefits provided in Section 403(b) of the Internal Revenue Code. 408 or 408A Program A program of individual retirement annuities, including a traditional IRA, a Simplified Employee Pension, SIMPLE IRA, or Roth IRA established by an Employer, that meets the requirements of Section 408 or 408A of the Internal Revenue Code. 457 or 409A Program A 457 Program is a plan established by a unit of a state of local government or a tax-exempt organization (other than a church) under Section 457 of the Internal Revenue Code. A 409A Program is a deferred compensation plan that does not qualify as an eligible 457(b) deferred compensation plan. 5
SUMMARY This summary is intended to provide a brief overview of the more significant aspects of the Contracts. Later sections of this Prospectus, the Statement of Additional Information, and the Contracts themselves provide further detail. Unless the context indicates otherwise, the discussion in this summary and the remainder of the Prospectus relates to the portion of the Contracts involving the Variable Account. The pertinent Contract and "The Fixed Interest Account" and "Stable Value Account" section of this Prospectus briefly describe the FIA and the SVA. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Purpose of the Contracts The group variable annuity contracts ("Contracts") described in this Prospectus were generally designed by AUL for use with group retirement programs that qualify for favorable tax-deferred treatment as retirement programs under Sections 401, 403(b), 408, 408A, 457 or 409A of the Internal Revenue Code. While variable annuities may provide a Contract Owner or a Participant with additional investment and insurance or annuity-related benefits when used in connection with such a tax-qualified program, any tax deferral is provided by the program or plan and not the annuity contract. A variable annuity contract presents a dynamic concept in retirement planning designed to give Employers and employees and other Participants in programs flexibility to attain their investment goals. A Contract provides for the accumulation of values on a variable basis, a fixed basis, or both, and provides several options for fixed annuity payments. During the Accumulation Period, the Owner or a Participant (depending on the Contract) can allocate Contributions to the various Investment Accounts of the Variable Account or to the FIA or SVA. See the Section "The Contracts" later in this Prospectus. Additionally, a Contract may be used to accept Contributions as a funding vehicle for a Plan Sponsor-provided: (1) Health Savings Account (HSA) established pursuant to Internal Revenue Code Section 223 that is used exclusively to reimburse incurred qualified medical expenses for "medical care" as defined in Code Section 213(d); (2) Health Reimbursement Arrangement (HRA) accident and health plan that is used exclusively to reimburse expenses incurred for such medical care; or (3) plan that is used to provide postemployment non-pension benefits (which may include unused sick and vacation leave time benefits or certain health care benefits) for former employees.
Types of Contracts AUL offers several types of Contracts that are described in this Prospectus. Recurring Contribution Contracts are available for use in connection with retirement programs that meet the requirements of Sections 401, 403(b), 408, 408A, 457 or 409A of the Internal Revenue Code and also for use with HRA, HSA and other post-employment benefit ("OPEB") plans. AUL also offers single Contribution Contracts which are only available for use in connection with retirement programs that meet the requirements of Sections 403(b), 408 and 408A of the Internal Revenue Code.
The Variable Account and the Funds AUL will allocate Contributions designated to accumulate on a variable basis to the Variable Account. See the Section "Variable Account" later in this Prospectus. The Variable Account is currently divided into subaccounts referred to as Investment Accounts. Each Investment Account invests exclusively in shares of one of the portfolios of the following Funds: Class Designation Investment Accounts and Corresponding Fund Portfolios
If Any(1)
Fund
Investment Advisor
Alger Balanced Portfolio
Institutional Alger Portfolios
Fred Alger Management, Inc.
Alger Capital Appreciation Portfolio
Institutional Alger Portfolios
Fred Alger Management, Inc.
Alger Capital Appreciation Institutional
Institutional The Alger Institutional Funds
Fred Alger Management, Inc.
Alger Capital Appreciation Institutional
Retirement The Alger Institutional Funds
Fred Alger Management, Inc.
Alger Large Cap Growth
Institutional Alger Portfolios
Fred Alger Management, Inc.
Alger Small Cap Growth Institutional
Institutional The Alger Institutional Funds
Fred Alger Management, Inc.
Alger Small Cap Growth Institutional
Retirement The Alger Institutional Funds
Fred Alger Management, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
AllianceBernstein Core Opportunities (Formerly AllianceBernstein Focused Growth & Income Fund)
(1)
Retirement AllianceBernstein Value AllianceBernstein LP Funds
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
6 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
AllianceBernstein 2010 Retirement Strategy
Advisor
Fund
Investment Advisor
AllianceBernstein
AllianceBernstein LP
Retirement Strategies® AllianceBernstein 2010 Retirement Strategy
Retirement AllianceBernstein
AllianceBernstein LP
Retirement Strategies® AllianceBernstein 2015 Retirement Strategy
Advisor
AllianceBernstein
AllianceBernstein LP
Retirement Strategies® AllianceBernstein 2015 Retirement Strategy
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein 2020 Retirement Strategy
Advisor
AllianceBernstein Retirement Strategies
AllianceBernstein 2020 Retirement Strategy
Advisor
Advisor
Advisor
Advisor
AllianceBernstein LP ®
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein 2045 Retirement Strategy
AllianceBernstein LP. ®
AllianceBernstein Retirement Strategies
AllianceBernstein 2040 Retirement Strategy
AllianceBernstein LP. ®
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein 2040 Retirement Strategy
AllianceBernstein LP ®
AllianceBernstein Retirement Strategies
AllianceBernstein 2035 Retirement Strategy
AllianceBernstein LP ®
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein 2035 Retirement Strategy
AllianceBernstein LP. ®
AllianceBernstein Retirement Strategies
AllianceBernstein 2030 Retirement Strategy
AllianceBernstein LP. ®
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein 2030 Retirement Strategy
AllianceBernstein LP. ®
AllianceBernstein Retirement Strategies
AllianceBernstein 2025 Retirement Strategy
AllianceBernstein LP ®
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein 2025 Retirement Strategy
AllianceBernstein LP ®
Advisor
AllianceBernstein LP ®
AllianceBernstein Retirement Strategies
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
AllianceBernstein LP. ®
AllianceBernstein 2045 Retirement Strategy
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein 2050 Retirement Strategy
Advisor
AllianceBernstein Retirement Strategies
AllianceBernstein 2050 Retirement Strategy
Advisor
AllianceBernstein LP. ®
AllianceBernstein Retirement Strategies
AllianceBernstein 2055 Retirement Strategy
AllianceBernstein LP ®
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein 2055 Retirement Strategy
AllianceBernstein LP ®
AllianceBernstein LP ®
Retirement AllianceBernstein Retirement Strategies
AllianceBernstein LP ®
AllianceBernstein Global Value Fund
Retirement AllianceBernstein Value AllianceBernstein LP Funds
AllianceBernstein International Growth Fund
Retirement The AllianceBernstein Growth Funds
AllianceBernstein International Value Fund
Retirement AllianceBernstein Value AllianceBernstein LP Funds
AllianceBernstein Small/Mid-Cap Growth Fund
Retirement The AllianceBernstein Growth Funds
(1)
AllianceBernstein LP
AllianceBernstein LP
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
7 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
Fund
Investment Advisor
AllianceBernstein Small-Cap Growth Fund
Retirement
The AllianceBernstein Growth Funds
AllianceBernstein Small/Mid Cap Value
Retirement
AllianceBernstein Value AllianceBernstein LP Funds
AllianceBernstein Value Fund
Retirement
AllianceBernstein Value AllianceBernstein LP Funds
Allianz NFJ Dividend Value
Administrative Allianz Funds
Allianz Global Investors Fund Management LLC
Allianz NFJ Dividend Value
Retirement
Allianz Funds
Allianz Global Investors Fund Management LLC
Allianz NFJ Mid-Cap Value Fund (Formerly Allianz NFJ Renaissance)
Administrative Allianz Funds
Allianz Global Investors Fund Management LLC
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
AllianceBernstein LP
Allianz NFJ Mid-Cap Value Fund (Formerly Allianz NFJ Renaissance)
Retirement
Allianz Funds
Allianz Global Investors Fund Management LLC
Allianz NFJ Small-Cap Value
Administrative Allianz Funds
Allianz Global Investors Fund Management LLC
Allianz NFJ Small-Cap Value
Retirement
Allianz Funds
Allianz Global Investors Fund Management LLC
Allianz RCM Large Cap Growth
Retirement
Allianz Funds
Allianz Global Investors Fund Management LLC
American Century® Diversified Bond
A*
American Century® Investments
American Century® Investment Management, Inc.
American Century® Diversified Bond
Investor
American Century® Investments
American Century® Investment Management, Inc.
American Century® Emerging Markets
A*
American Century® World Mutual Funds, Inc.
American Century® Global Investment Management, Inc.
American Century® Emerging Markets
Investor
American Century® World Mutual Funds, Inc.
American Century® Global Investment Management, Inc.
American Century® Equity Growth
A*
American Century® Quantitative Equity Funds, Inc.
American Century® Investment Management, Inc.
American Century® Equity Income
A*
American Century® Capital Portfolios, Inc.
American Century® Investment Management, Inc
American Century® Equity Income
Investor
American Century® Capital Portfolios, Inc.
American Century® Investment Management, Inc.
American Century® Ginnie Mae
A*
American Century® Government Income Trust
American Century® Investment Management, Inc.
American Century® Growth
A*
American Century® Investments
American Century® Investment Management, Inc.
American Century® Heritage
A*
American Century® Mutual Funds, Inc.
American Century® Investment Management, Inc.
American Century® Income & Growth
Investor
American Century® Quantitative Equity Funds, Inc.
American Century® Investment Management, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
American Century® Inflation-Adjusted Bond
A*
American Century® Investments
American Century® Investment Management, Inc.
American Century® International Bond
A*
American Century® International Bond Funds
American Century® Investment Management, Inc.
American Century® International Bond
Investor
American Century® International Bond Funds
American Century® Investment Management, Inc.
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
8 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
®
Fund
Investment Advisor ®
American Century International Discovery
A*
American Century World Mutual Funds, Inc.
American Century® Global Investment Management, Inc.
American Century® International Discovery
Investor
American Century® World Mutual Funds, Inc.
American Century® Global Investment Management, Inc.
American Century® International Growth
A*
American Century® World Mutual Funds, Inc.
American Century® Global Investment Management, Inc.
American Century® International Growth
Investor
American Century® World Mutual Funds, Inc.
American Century® Global Investment Management, Inc.
American Century® Large Company Value
A*
American Century® Capital Portfolios, Inc.
American Century® Investment Management, Inc.
American Century® LIVESTRONG 2015
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2015
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2020
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
American Century® LIVESTRONG 2020
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2025
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2025
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2030
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2030
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2035
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2035
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2040
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2040
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2045
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2045
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2050
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2050
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG 2055
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
American Century® LIVESTRONG 2055
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® LIVESTRONG Income
A*
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
9 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
Fund
Investment Advisor
American Century® LIVESTRONG Income
Investor
American Century® Asset Allocations Portfolios, Inc.
American Century® Investment Management, Inc
American Century® Mid Cap Value
A*
American Century® Capital Portfolios, Inc.
American Century® Investment Management, Inc.
American Century® Mid Cap Value
Investor
American Century® Capital Portfolios, Inc.
American Century® Investment Management, Inc.
American Century® Real Estate
A*
American Century® Capital Portfolios, Inc.
American Century® Investment Management, Inc
American Century® Real Estate
Investor
American Century® Capital Portfolios, Inc.
American Century® Investment Management, Inc
American Century® Select
A*
American Century® Investments
American Century® Investment Management, Inc.
American Century® Select
Investor
American Century® Investments
American Century® Investment Management, Inc.
American Century® Small Cap Growth
A*
American Century® Investments
American Century® Investment Management, Inc.
American Century® Small Cap Value
A*
American Century® Investments
American Century® Investment Management, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
American Century® Small Cap Value
Investor
American Century® Investments.
American Century® Investment Management, Inc.
American Century® Small Company
A*
American Century® Quantitative Equity Funds, Inc.
American Century® Investment Management, Inc.
American Century® Strategic Allocation: Aggressive
A*
American Century® Strategic Asset Allocations, Inc.
American Century® Investment Management, Inc.
American Century® Strategic Allocation : Aggressive
Investor
American Century® Strategic Asset Allocations, Inc.
American Century® Investment Management, Inc.
American Century® Strategic Allocation : Conservative
A*
American Century® Strategic Asset Allocations, Inc.
American Century® Investment Management, Inc.
American Century® Strategic Allocation: Conservative
Investor
American Century® Strategic Asset Allocations, Inc.
American Century® Investment Management, Inc.
American Century® Strategic Allocation : Moderate
A*
American Century® Strategic Asset Allocations, Inc.
American Century® Investment Management, Inc.
American Century® Strategic Allocation : Moderate
Investor
American Century® Strategic Asset Allocations, Inc.
American Century® Investment Management, Inc.
American Century® Ultra®
A*
American Century® Mutual Funds, Inc.
American Century® Investment Management, Inc.
American Century® Ultra®
Investor
American Century® Mutual Funds, Inc.
American Century® Investment Management, Inc.
American Century® Vista
A*
American Century® Mutual Funds, Inc.
American Century® Investment Management, Inc.
American Century® Vista
Investor
American Century® Mutual Funds, Inc.
American Century® Investment Management, Inc.
American Century® VP Capital Appreciation
I
American Century® Investments.
American Century® Investment Management, Inc.
American Funds® AMCAP
R3
American Funds®
Capital Research and Management Company
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
American Funds® AMCAP
(1)
R4
American Funds®
Capital Research and Management Company
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
10 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
®
Fund
Investment Advisor ®
Capital Research and Management Company
American Funds American Balanced
R3
American Funds
American Funds® American Balanced
R4
American Funds®
Capital Research and Management Company
American Funds® American High-Income Trust(SM)
R3
American Funds®
Capital Research and Management Company
American Funds® American High-Income Trust
R4
American Funds®
Capital Research and Management Company
American Funds® Capital World Growth & Income Fund
R3
American Funds®
Capital Research and Management Company
American Funds® Capital World Growth & Income Fund(SM)
R4
American Funds®
Capital Research and Management Company
American Funds® New Perspective
R3
American Funds®
Capital Research and Management Company
American Funds® New Perspective
R4
American Funds®
Capital Research and Management Company
American Funds® EuroPacific Growth Fund
R3
American Funds®
Capital Research and Management Company
American Funds® EuroPacific Growth Fund
R4
American Funds®
Capital Research and Management Company
American Funds® Fundamental Investors
R3
American Funds®
Capital Research and Management Company
American Funds® Fundamental Investors
R4
American Funds®
Capital Research and Management Company
American Funds® Growth Fund of America
R3
American Funds®
Capital Research and Management Company
American Funds® Growth Fund of America
R4
American Funds®
Capital Research and Management Company
American Funds® Intermediate Bond Fund of America®
R3
American Funds®
Capital Research and Management Company
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
American Funds® Intermediate Bond Fund of American®
R4
American Funds®
Capital Research and Management Company
American Funds® SMALLCAP World
R3
American Funds®
Capital Research and Management Company
American Funds® SMALLCAP World
R4
American Funds®
Capital Research and Management Company
American Funds® Washington Mutual Investors Fund
R3
American Funds®
Capital Research and Management Company
American Funds® Washington Mutual Investors Fund
R4
American Funds®
Capital Research and Management Company
Ariel Appreciation
Ariel Mutual Funds, Inc. Ariel Investments, LLC
Ariel
Ariel Mutual Funds, Inc. Ariel Investments, LLC
BlackRock Global Allocation Fund
Institutional BlackRock Global Allocation Fund, Inc.
BlackRock Advisors, LLC
BlackRock Global Allocation Fund
Retirement BlackRock Global Allocation Fund, Inc.
BlackRock Advisors, LLC
BlackRock Small Cap Growth Equity Portfolio
Institutional BlackRock Funds Equity BlackRock Advisors, LLC Portfolios
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
11 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
Fund
Investment Advisor
BMO Mid-Cap Growth (Formerly Marshall Mid-Cap Growth Fund)
Investor
BMO Funds
M&I Investment Management Corp.
BMO Mid-Cap Value (Formerly Marshall Mid-Cap Value Fund)
Investor
BMO Funds
M&I Investment Management Corp.
BMO Small-Cap Growth (Formerly Marshall Small Cap Growth Fund)
Investor
BMO Funds
M&I Investment Management Corp.
Calvert Income
A*
Calvert Income Funds
Calvert Asset Management Company, Inc.
Calvert Equity Portfolio
A*
Calvert Social Investment Fund
Calvert Asset Management Company, Inc.
Calvert Small Cap Value Fund
A*
Calvert Sustainable and Responsible Funds
Calvert Asset Management Company, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Calvert SRI Mid-Cap Growth
Calvert Variable Series, Inc.
Calvert Asset Management Company, Inc.
Columbia Mid Cap Index Fund
A
Columbia Mid Cap Index Fund
Columbia Management Advisors LLC
Columbia Small Cap Index Fund
A
Columbia Small Cap Index Fund
Columbia Management Advisors LLC
Compass EMP Alternative Asset
A*
Compass EMP Mutual Funds
Compass Efficient Model Portfolios, LLC
Compass EMP Alternative Asset
T
Compass EMP Mutual Funds
Compass Efficient Model Portfolios, LLC
Compass EMP Multi-Asset Balance
A*
Compass EMP Mutual Funds
Compass Efficient Model Portfolios, LLC
Compass EMP Multi-Asset Balance
T
Compass EMP Mutual Funds
Compass Efficient Model Portfolios, LLC
Compass EMP Multi-Asset Growth
A*
Compass EMP Mutual Funds
Compass Efficient Model Portfolios, LLC
Compass EMP Multi-Asset Growth
T
Compass EMP Mutual Funds
Compass Efficient Model Portfolios, LLC
CRM Mid Cap Value
Investor
CRM Funds
Cramer Rosenthal McGlynn, LLC
CRM Small Cap Value
Investor
CRM Funds
Cramer Rosenthal McGlynn, LLC
Columbia Emerging Markets Fund
A*
Columbia Emerging Markets Fund
Columbia Management Advisors LLC
Columbia Emerging Markets Fund
Z
Columbia Emerging Markets Fund
Columbia Management Advisors LLC
Columbia MultiAdvisor Small Cap Value
A*
Columbia MultiAdvisor Columbia Management Small Cap Value Advisors LLC
Columbia MultiAdvisor Small Cap Value
Z
Columbia MultiAdvisor Columbia Management Small Cap Value Advisors LLC
Columbia Seligman Communications & Information
A*
Columbia Seligman Communications & Information
Columbia Management Advisors LLC
Columbia Seligman Communications & Information
Z
Columbia Seligman Communications & Information
Columbia Management Advisors LLC
DFA Emerging Markets Value
R2
DFA Investment Dimensional Fund Advisors Dimensions Group, Inc. Ltd.
DFA Global 25/75
R2
DFA Investment Dimensional Fund Advisors Dimensions Group, Inc. Ltd.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
12
Investment Accounts and Corresponding Fund Portfolios
Class Designation If Any(1)
Fund
Investment Advisor
DFA Global 60/40
R2
DFA Investment Dimensional Fund Dimensions Group, Inc. Advisors Ltd
DFA Global Equity
R2
DFA Investment Dimensional Fund Dimensions Group, Inc. Advisors Ltd
DFA International Value
R2
DFA Investment Dimensional Fund Dimensions Group, Inc. Advisors Ltd
DFA US Targeted Value
R2
DFA Investment Dimensional Fund Dimensions Group, Inc. Advisors Ltd
DWS Alternative Asset Allocation Plus
A*
DWS Alternative Asset Allocation Plus Fund
Deutsche Investment Management Americas, Inc.
DWS Alternative Asset Allocation Plus
S
DWS Alternative Asset Allocation Plus Fund
Deutsche Investment Management Americas, Inc.
DWS Dreman Mid Cap Value
A*
DWS Dreman Mid Cap Value Fund
Deutsche Investment Management Americas, Inc.
DWS Dreman Mid Cap Value
S
DWS Dreman Mid Cap Value Fund
Deutsche Investment Management Americas, Inc.
DWS Dreman Small Cap Value
A*
DWS Dreman Small Cap Deutsche Investment Value Fund Management Americas, Inc.
DWS Dreman Small Cap Value
S
DWS Dreman Small Cap Deutsche Investment Value Fund Management Americas, Inc.
DWS Large Cap Value
A*
DWS Value Series, Inc.
Deutsche Investment Management Americas, Inc.
DWS Large Cap Value
S
DWS Value Series, Inc.
Deutsche Investment Management Americas, Inc.
DWS RREEF Real Estate Securities
A*
DWS Investments
Deutsche Inv Mgmt Americas, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
DWS RREEF Real Estate Securities
S
DWS Investments
Deutsche Inv Mgmt Americas, Inc.
DWS Strategic Government Securities
A*
DWS Investments
Deutsche Inv Mgmt Americas, Inc.
DWS Strategic Government Securities
S
DWS Investments
Deutsche Inv Mgmt Americas, Inc.
Fidelity® Advisor Diversified International
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Dividend Growth
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Equity Growth
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Equity Income
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Freedom 2010 Fund
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2010 Fund
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2015 Fund
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2015 Fund
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2020 Fund
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2020 Fund
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2025 Fund A* Fidelity® Advisor
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2030 Fund
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2030 Fund
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Funds Strategic Advisers, Inc.Fidelity® Advisor Freedom 2025 Fund
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
13
Investment Accounts and Corresponding Fund Portfolios
Class Designation If Any(1)
Fund
Investment Advisor
Fidelity® Advisor Freedom 2035 Fund
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2035 Fund
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2040 Fund
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2040 Fund
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Fidelity® Advisor Freedom 2045 Fund
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2045 Fund
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2050 Fund
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2050 Fund
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2055
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom 2055
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom Income
A*
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Freedom Income
T
Fidelity® Advisor Funds Strategic Advisers, Inc.
Fidelity® Advisor Growth & Income
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Growth Opportunities
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor International Capital Appreciation
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Leveraged Company Stock
A*
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Leveraged Company Stock
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Mid Cap
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor New Insights
A*
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor New Insights
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Overseas
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Real Estate
A*
Fidelity® Advisor Funds Fidelity® Mgmt & Research Company (FMR)
Fidelity® Advisor Real Estate
T
Fidelity® Advisor Funds Fidelity® Mgmt & Research Company (FMR)
Fidelity® Advisor Real Estate
T
Fidelity® Advisor Funds Fidelity® Mgmt & Research Company (FMR)
Fidelity® Advisor Small Cap
A*
Fidelity® Advisor Funds Fidelity® Mgmt & Research Company (FMR)
Fidelity® Advisor Small Cap
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Stock Selector All Cap
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Fidelity® Advisor Strategic Income
A*
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Value
A*
Fidelity® Advisor Funds Fidelity® Management & Research Company
Fidelity® Advisor Value
T
Fidelity® Advisor Funds Fidelity® Management & Research Company
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
14
Investment Accounts and Corresponding Fund Portfolios ®
If Any(1)
Fund
Investment Advisor
Other
Fidelity Variable Fidelity® Management & Insurance Products Fund Research Company
Fidelity® VIP Contrafund ® Portfolio
Other
Fidelity® Variable Fidelity® Management & Insurance Products Fund Research Company
Fidelity® VIP Equity-Income Portfolio
Other
Fidelity® Variable Fidelity® Management & Insurance Products Fund Research Company
Fidelity® VIP Growth Portfolio
Other
Fidelity® Variable Fidelity® Management & Insurance Products Fund Research Company
Fidelity® VIP High Income Portfolio
Other
Fidelity® Variable Fidelity® Management & Insurance Products Fund Research Company
Fidelity® VIP Overseas Portfolio
Other
Fidelity® Variable Fidelity® Management & Insurance Products Fund Research Company
Fifth Third All Cap Value
A*
Fifth Third Funds
Fifth Third Asset Management, Inc.
Fifth Third Mid Cap Growth
A*
Fifth Third Funds
Fifth Third Asset Management, Inc.
Fifth Third Quality Growth
A*
Fifth Third Funds
Fifth Third Asset Management, Inc.
Fifth Third Strategic Income
A*
Fifth Third Funds
Fifth Third Asset Management, Inc.
Franklin Flex Cap Growth
Retirement Franklin Strategic Series Franklin Advisers, Inc.
Franklin Growth
A*
Franklin Custodian Funds
Franklin Advisers, Inc.
Franklin Growth
R
Franklin Custodian Funds
Franklin Advisers, Inc.
Fidelity VIP Asset Manager
SM
Class Designation
Portfolio
®
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Franklin Small Cap Value
A*
Franklin Value Investors Franklin Advisory Services, Trust LLC
Franklin Small Cap Value
Retirement Franklin Value Investors Franklin Advisory Services, Trust LLC
Franklin Small-Mid Cap Growth
Retirement Franklin Strategic Series Franklin Advisers, Inc.
Franklin Strategic Income
A*
Franklin Strategic Income Fund
Franklin Advisers, Inc.
Franklin Strategic Income
Retirement Franklin Strategic Income Fund
Franklin Advisers, Inc.
Goldman Sachs Growth Strategy
Institutional Goldman Sachs Fund of Goldman Sachs Asset Funds Portfolios Management, L.P.
Goldman Sachs Growth Strategy
Service
Goldman Sachs Mid Cap Value
Institutional Goldman Sachs Fundamental Equity Value Funds
Goldman Sachs Asset Management, L.P.
Goldman Sachs Mid Cap Value
Service
Goldman Sachs Fundamental Equity Value Funds
Goldman Sachs Asset Management, L.P.
Goldman Sachs Small Cap Value
Institutional Goldman Sachs Fundamental Equity Value Funds
Goldman Sachs Asset Management, L.P.
Goldman Sachs Small Cap Value
Service
Goldman Sachs Asset Management, L.P.
Goldman Sachs Structured International Equity
Institutional Goldman Sachs Structured International Equity Funds
Goldman Sachs Asset Management, L.P.
Goldman Sachs Structured International Equity
Service
Goldman Sachs Asset Management, L.P.
Goldman Sachs Technology Tollkeeper
Institutional Goldman Sachs Fundamental Equity Growth Funds
Goldman Sachs Asset Management, L.P.
Goldman Sachs Technology Tollkeeper
Service
Goldman Sachs Asset Management, L.P.
Henssler Equity
Institutional The Henssler Funds, Inc. Henssler Asset Management LLC
Henssler Equity
No Load
Goldman Sachs Fund of Goldman Sachs Asset Funds Portfolios Management, L.P.
Goldman Sachs Fundamental Equity Value Funds
Goldman Sachs Structured International Equity Funds
Goldman Sachs Fundamental Equity Growth Funds
The Hennsler Funds, Inc. Henssler Asset Management, LLC
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
15 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
Fund
Investment Advisor
Invesco Diversified Dividend
A*
AIM Stock Funds, Inc.
Invesco Advisors, Inc.
Invesco Diversified Dividend
Investor
AIM Stock Funds, Inc.
Invesco Advisors, Inc.
Invesco Dynamics
A*
AIM Stock Funds, Inc.
Invesco Advisors, Inc.
Invesco Dynamics
Investor
AIM Stock Funds, Inc.
Invesco Advisors, Inc.
Invesco Energy Fund
A*
AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Invesco Energy Fund
Investor
AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Invesco Global Health Care Fund
A*
AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Invesco Global Health Care Fund
Investor
AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Invesco International Growth
Institutional AIM International Growth Fund
Invesco Advisors, Inc.
Invesco International Growth
Retirement AIM International Growth Fund
Invesco Advisors, Inc.
Invesco Leisure Fund
A*
AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Invesco Mid Cap Core Equity
A*
AIM Growth Series
Invesco Advisors, Inc.
Invesco Mid Cap Core Equity
Retirement AIM Growth Series
Invesco Advisors, Inc.
Invesco Quantitative Core (Formerly Invesco Global Equity)
A*
AIM Growth Series
Invesco Advisors, Inc.
Invesco Quantitative Core (Formerly Invesco Global Equity)
Institutional AIM Growth Series
Invesco Advisors, Inc.
Invesco Small Cap Growth
A*
AIM Growth Series
Invesco Advisors, Inc.
Invesco Small Cap Growth
Retirement AIM Growth Series
Invesco Advisors, Inc.
Invesco Technology Fund
A*
AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Invesco Technology Fund
Investor
AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Invesco Van Kampen Mid Cap Growth Fund (Formerly Invesco Capital Development Fund)
Institutional AIM Capital Development Fund
Invesco Advisors, Inc.
Invesco Van Kampen Mid Cap Growth Fund (Formerly Invesco Capital Development Fund)
Retirement AIM Capital Development Fund
Invesco Advisors, Inc.
Invesco Van Kampen Value Opportunities
A*
AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Invesco Van Kampen Value Opportunities
Retirement AIM Sector Funds, Inc.
Invesco Advisors, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Janus Balanced Portfolio
Retirement Janus Investment Fund
Janus Capital Management LLC
Janus Aspen Balanced Portfolio
S
Janus Capital Management LLC
Janus Aspen Flexible Bond
Institutional Janus Aspen Series
Janus Capital Management LLC
Janus Aspen Perkins Mid Cap Value Portfolio
S
Janus Capital Management LLC
Janus Aspen Worldwide Growth Portfolio
Institutional Janus Aspen Series
Janus Capital Management LLC
Janus Forty Fund
A*
Janus Adviser Series
Janus Capital Management LLC
Janus Forty Fund
Retirement Janus Adviser Series
Janus Capital Management LLC
Janus Growth and Income Fund
Retirement Janus Adviser Series
Janus Capital Management LLC
Janus INTECH U.S. Growth Fund (Formerly Janus INTECH Risk-Managed Large Cap Growth)
S
Janus Adviser Series
Janus Capital Management LLC
Janus Perkins Mid Cap Value
A*
Janus Adviser Series
Janus Capital Management LLC
Janus Perkins Mid Cap Value
Retirement Janus Adviser Series
Janus Capital Management LLC
(1)
Janus Investment Fund
Janus Adviser Series
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
16
Investment Accounts and Corresponding Fund Portfolios
Class Designation If Any(1)
Fund
Investment Advisor
Janus Perkins Small Company Value
S
Janus Adviser Series
Janus Capital Management LLC
Lord Abbett Classic Stock Fund
A*
Lord Abbett Research Fund
Lord, Abbett & Co. LLC
Lord Abbett Classic Stock Fund
R3
Lord Abbett Research Fund
Lord, Abbett & Co. LLC
Lord Abbett Developing Growth
A*
Lord Abbett Developing Lord, Abbett & Co. LLC Growth, Inc.
Lord Abbett Developing Growth
Other
Lord Abbett Developing Lord, Abbett & Co. LLC Growth, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Lord Abbett Developing Growth
R3
Lord Abbett Developing Lord, Abbett & Co. LLC Growth, Inc.
Lord Abbett Fundamental Equity
A*
Lord Abbett Research Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Fundamental Equity
R3
Lord Abbett Research Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Growth Opportunities
A*
Lord Abbett Research Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Growth Opportunities
Other
Lord Abbett Research Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Growth Opportunities
R3
Lord Abbett Research Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Mid Cap Stock Fund (Formerly Lord Abbett MidCap Value)
Other
Lord Abbett Mid-Cap Stock Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Mid Cap Stock Fund (Formerly Lord Abbett MidCap Value)
R3
Lord Abbett Mid-Cap Stock Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Small-Cap Blend
Other
Lord Abbett Blend Trust Lord, Abbett & Co. LLC
Lord Abbett Small-Cap Blend
R3
Lord Abbett Blend Trust Lord, Abbett & Co. LLC
Lord Abbett Small-Cap Value
Other
Lord Abbett Research Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Small Cap Value
R3
Lord Abbett Research Fund, Inc.
Lord, Abbett & Co. LLC
Lord Abbett Value Opportunities
A*
Lord Abbett Securities Trust
Lord, Abbett & Co. LLC
Lord Abbett Value Opportunities
R3
Lord Abbett Securities Trust
Lord, Abbett & Co. LLC
Managers Cadence Capital Appreciation
Retirement
Managers Funds
Managers Investment Group LLC
Managers Cadence Mid-Cap
Administrative Managers Funds
Managers Investment Group LLC
Managers Cadence Mid-Cap
Retirement
Managers Funds
Managers Investment Group LLC
Manning & Napier, Inc. Pro-Blend® Conservative Term Series
S
Manning & Napier Fund, Inc.
Manning & Napier Advisors, Inc.
Manning & Napier, Inc. Pro-Blend® Extended Term Series
S
Manning & Napier Fund, Inc.
Manning & Napier Advisors, Inc.
Manning & Napier, Inc. Pro-Blend® Maximum Term Series
S
Manning & Napier Fund, Inc.
Manning & Napier Advisors, Inc.
Manning & Napier, Inc. Pro-Blend® Moderate Term Series
S
Manning & Napier Fund, Inc.
Manning & Napier Advisors, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
MFS® International New Discovery
A*
MFS® International New Discovery Fund
MFS International New Discovery
R2
MFS International New Massachusetts Financial Discovery Services Company
MFS® Massachusetts Investors Growth Stock Fund
R2
Massachusetts Financial MFS® Massachusetts Investors Growth Stock Services Company Fund
MFS® Massachusetts Investors Growth Stock Fund
R3
Massachusetts Financial MFS® Massachusetts Investors Growth Stock Services Company Fund
MFS® Mid Cap Growth
A*
MFS® Mid Cap Growth Massachusetts Financial Services Company Fund
MFS New Discovery
R2
MFS New Discovery Fund
(1)
Massachusetts Financial Services Company
Massachusetts Financial Services Company
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
17 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
Fund
Investment Advisor
MFS New Discovery
R3
MFS New Discovery Fund
Massachusetts Financial Services Company
MFS® Utilities Funds
R2
MFS® Utilities Funds
Massachusetts Financial Services Company
MFS® Utilities Funds
R3
MFS® Utilities Funds
Massachusetts Financial Services Company
MFS® Value
A*
MFS® Value Fund
MFS Investment Management
Neuberger Berman Focus
Advisor
Neuberger Berman Equity Funds
Neuberger Berman Management, Inc.
Neuberger Berman Large Cap Value (Formerly Neuberger Berman Partners Fund)
Advisor
Neuberger Berman Equity Funds
Neuberger Berman Management, Inc.
Neuberger Berman Small Cap Growth Fund
Advisor
Neuberger Berman Equity Funds
Neuberger Berman Management, Inc.
Neuberger Berman Small Cap Growth Fund
A*
Neuberger Berman Equity Funds
Neuberger Berman Management, Inc.
Neuberger Berman Small Cap Growth Fund
R3
Neuberger Berman Equity Funds
Neuberger Berman Management, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Northern Small Cap Value
A*
Northern Small Cap Value
Northern Trust Investments, Inc.
Nuveen Mid Cap Growth Opportunities
A*
Nuveen Equity Funds
Nuveen Fund Advisors, Inc.
Nuveen Mid Cap Growth Opportunities
Retirement Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Mid Cap Index
Retirement Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Mid Cap Value
A*
Nuveen Fund Advisors
Nuveen Mid Cap Value
Retirement Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Real Estate Securities
A*
Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Real Estate Securities
Retirement Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Small Cap Index
Retirement Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Small Cap Select
A*
Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Small Cap Select
Retirement Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Small Cap Value
A*
Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Small Cap Value
Retirement Nuveen Equity Funds
Nuveen Fund Advisors
Nuveen Strategy Growth Allocation
A*
Nuveen Strategy Growth Allocation
Retirement Nuveen Asset Allocation Nuveen Fund Advisors Funds
Oakmark Equity & Income Fund
Other
Oakmark Equity & Income
OneAmerica Asset Director Portfolio
O
OneAmerica Funds, Inc. American United Life
Equity Funds
Nuveen Asset Allocation Nuveen Fund Advisors Funds
Harris Associates LP
Insurance Company® OneAmerica Asset Director Portfolio
Advisor
OneAmerica Funds, Inc. American United Life Insurance Company®
OneAmerica Investment Grade Bond Portfolio
O
OneAmerica Funds, Inc. American United Life Insurance Company®
OneAmerica Investment Grade Bond Portfolio
Advisor
OneAmerica Funds, Inc. American United Life Insurance Company®
OneAmerica Money Market Portfolio
O
OneAmerica Funds, Inc. American United Life Insurance Company®
OneAmerica Money Market Portfolio
Advisor
OneAmerica Funds, Inc. American United Life Insurance Company®
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
18 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
Fund
Investment Advisor
OneAmerica Socially Responsive Portfolio
O
OneAmerica Funds, Inc. American United Life Insurance Company
OneAmerica Socially Responsive Portfolio
Advisor
OneAmerica Funds, Inc. American United Life Insurance Company
OneAmerica Value Portfolio
O
OneAmerica Funds, Inc. American United Life Insurance Company®
OneAmerica Value Portfolio
Advisor
OneAmerica Funds, Inc. American United Life Insurance Company®
Oppenheimer Developing Markets
A*
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Developing Markets Fund
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Global Fund
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Global Opportunities
A*
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Global Opportunities
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Global Strategic Income
A*
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Global Strategic Income
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Gold & Special Minerals
A*
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Gold & Special Minerals
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer International Bond
A*
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer International Bond Fund
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer International Growth Fund
A*
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer International Growth Fund
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer International Small Company Fund
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Main Street Select (Formerly Oppenheimer Main Street Opportunity Fund)
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Main Street Small & Mid Cap Fund (Formerly Oppenheimer Main Street Small Cap Fund)
A*
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Main Street Small & Mid Cap Fund
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Small & Mid Cap Value
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Value Fund
A*
OppenheimerFunds®
OppenheimerFunds®, Inc.
Oppenheimer Value Fund
N
OppenheimerFunds®
OppenheimerFunds®, Inc.
Parnassus Fund
No Load
The Parnassus Funds
Parnassus Investments
Parnassus Equity Income Fund
Investor
The Parnassus Funds
Parnassus Investments
Parnassus Mid-Cap Fund
No Load
The Parnassus Funds
Parnassus Investments
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Parnassus Small-Cap Fund
No Load
Pax World Balanced
Retirement Pax World Mutual Funds Pax World Management, Corp.
Pax World Balanced
No Load
(1)
The Parnassus Funds
Parnassus Investments
Pax World Mutual Funds Pax World Management, Corp.
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
19
Investment Accounts and Corresponding Fund Portfolios
Class Designation If Any(1)
Fund
Investment Advisor
Pax World Global Green Fund
Investor
Pax World Mutual Funds
Pax World Management, Corp.
Pax World Global Green Fund
Retirement
Pax World Mutual Funds
Pax World Management, Corp.
Payden Emerging Markets Bond Fund
No Load
Payden Mutual Funds
Payden & Rygel
Payden/Kravitz Cash Balance Plan
Advisor
Payden Mutual Funds
Payden/Kravitz Investment Advisers LLC
Payden/Kravitz Cash Balance Plan
Retirement
Payden Mutual Funds
Payden/Kravitz Investment Advisers LLC
PIMCO All Asset
Administrative PIMCO Funds
Pacific Investment Management Co LLC
PIMCO High Yield
Administrative PIMCO Funds
Pacific Investment Management Company LLC
PIMCO High Yield
Retirement
PIMCO Funds
Pacific Investment Management Company LLC
PIMCO Real Return
Administrative PIMCO Funds
Pacific Investment Management Company LLC
PIMCO Real Return
Retirement
PIMCO Funds
Pacific Investment Management Company LLC
PIMCO Total Return
Administrative PIMCO Funds
Pacific Investment Management Company LLC
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
PIMCO Total Return
Retirement
PIMCO Funds
Pacific Investment Management Company LLC
Pioneer Bond Fund
Retirement
Pioneer Bond Fund
Pioneer Investment Management, Inc.
Pioneer Emerging Markets
A*
Pioneer Emerging Markets Fund
Pioneer Investment Management, Inc.
Pioneer Equity Income
A*
Pioneer Equity Income
Pioneer Investment Management, Inc.
Pioneer Equity Income
Retirement
Pioneer Equity Income
Pioneer Investment Management, Inc.
Pioneer Fund
Retirement
Pioneer Fund
Pioneer Investment Management, Inc.
Pioneer High Yield Fund
Retirement
Pioneer High Yield
Pioneer Investment Management, Inc.
Pioneer Mid-Cap Value Fund
Retirement
Pioneer Mid-Cap Value Pioneer Investment Management, Inc.
Pioneer Oak Ridge Large Cap Growth Fund
Retirement
Pioneer Oak Ridge Large Cap Growth
Pioneer Investment Management, Inc.
Pioneer Strategic Income
A*
Pioneer Strategic Income Fund
Pioneer Investment Management, Inc.
Pioneer Strategic Income
Z
Pioneer Strategic Income Fund
Pioneer Investment Management, Inc.
Pioneer VCT Fund
Institutional
Pioneer Variable Life Contracts Trust
Pioneer Investment Management, Inc.
Pioneer VCT Growth Opportunities
A
Pioneer Variable Life Contracts Trust
Pioneer Investment Management, Inc.
Prudential Financial Services Fund
A*
JennisonDryden®
Prudential Investments LLC
Prudential Financial Services Fund
Z
JennisonDryden®
Prudential Investments LLC
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
20
Investment Accounts and Corresponding Fund Portfolios
Class Designation If Any(1)
Fund
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Investment Advisor
Prudential Global Real Estate
A*
Prudential Funds
Prudential Investments LLC
Prudential Global Real Estate
Z
Prudential Funds
Prudential Investments LLC
Prudential High-Yield
A*
Prudential Funds
Prudential Investments LLC
Prudential High-Yield
Z
Prudential Funds
Prudential Investments LLC
Prudential Jennison 20/20 Focus
A*
Prudential Funds
Prudential Investments LLC
Prudential Jennison 20/20 Focus
Z
Prudential Funds
Prudential Investments LLC
Prudential Jennison Health Sciences Fund
A*
JennisonDryden®
Prudential Investments LLC
Prudential Jennison Health Sciences Fund
Z
JennisonDryden®
Prudential Investments LLC
Prudential Jennison Mid-Cap Growth Fund
A*
JennisonDryden®
Prudential Investments LLC
Prudential Jennison Mid-Cap Growth Fund
Z
JennisonDryden®
Prudential Investments LLC
Prudential Jennison Natural Resources Fund
A*
JennisonDryden®
Prudential Investments LLC
Prudential Jennison Natural Resources Fund
Z
JennisonDryden®
Prudential Investments LLC
Prudential Jennison Small Company
A*
Prudential Funds
Prudential Investments LLC
Prudential Jennison Small Company
Z
Prudential Funds
Prudential Investments LLC
Prudential Total Return Bond
A*
Prudential Total Return Bond Fund, Inc.
Prudential Investments LLC
Prudential Total Return Bond
Z
Prudential Total Return Bond Fund, Inc.
Prudential Investments LLC
RidgeWorth High Income Fund
A*
RidgeWorth Funds
RidgeWorth Investments
RidgeWorth High Income Fund
Retirement RidgeWorth Funds
RidgeWorth Investments
RidgeWorth Large Cap Value Equity
A*
RidgeWorth Funds
RidgeWorth Investments
RidgeWorth Large Cap Value Equity
Institutional RidgeWorth Funds
RidgeWorth Investments
RidgeWorth Mid-Cap Value Equity
A*
RidgeWorth Funds
RidgeWorth Investments
RidgeWorth Mid-Cap Value Equity
Institutional RidgeWorth Funds
RidgeWorth Investments
RidgeWorth Small Cap Value Equity
A*
RidgeWorth Investments
RidgeWorth Funds
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
RidgeWorth Small Cap Value Equity
Institutional RidgeWorth Funds
RidgeWorth Investments
RidgeWorth Total Return Bond
A*
RidgeWorth Funds
RidgeWorth Investments
RidgeWorth Total Return Bond
Retirement RidgeWorth Funds
RidgeWorth Investments
Russell Commodity Strategies
S
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell Emerging Markets Fund
S
Russell Funds
Russell Investment Management Co.
Russell Global Equity
S
Russell Funds
Russell Investment Management Co.
Russell Global Infrastructure
S
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell Global Opportunities Credit
S
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell International Developed Markets Fund
S
Russell Funds
Russell Investment Management Co.
Russell Investment Grade Bond
S
Russell Funds
Russell Investment Management Co.
Russell LifePoints® In Retirement Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell LifePoints® In Retirement Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell LifePoints® 2015 Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
21
Investment Accounts and Corresponding Fund Portfolios ®
Class Designation If Any(1)
Fund
Investment Advisor
®
Russell 2015 LifePoints Strategy Fund
R3
LifePoints funds Target Russell Investment Management Co. Date Series
Russell 2020 LifePoints® Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2020 LifePoints® Strategy Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2025 LifePoints® Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Russell 2025 LifePoints® Strategy Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2030 LifePoints® Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2030 LifePoints® Strategy Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2035 LifePoints® Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2035 LifePoints® Strategy Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2040 LifePoints® Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2040 LifePoints® Strategy Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2045 LifePoints® Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2045 LifePoints® Strategy Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2050 LifePoints® Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2050 LifePoints® Strategy Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2055 LifePoints® Strategy Fund
R1
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell 2055 LifePoints® Strategy Fund
R3
LifePoints® funds Target Russell Investment Management Co. Date Series
Russell LifePoints® Balanced
R1
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell LifePoints® Balanced
R3
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell LifePoints® Conservative
R1
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell LifePoints® Conservative
R3
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell LifePoints® Equity Growth Strategy
R1
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell LifePoints® Equity Growth Strategy
R3
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Russell LifePoints® Growth Strategy
R1
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell LifePoints® Growth Strategy
R3
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell LifePoints® Moderate
R1
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell LifePoints® Moderate
R3
LifePoints® funds Target Russell Investment Management Co. Portfolio Series
Russell Global Real Estate Securities Fund
S
Russell Funds
Russell Investment Management Co.
Russell Short Duration Bond
S
Russell Funds
Russell Investment Management Co.
Russell Strategic Bond
S
Russell Funds
Russell Investment Management Co.
Russell U.S. Core Equity Fund
S
Russell Funds
Russell Investment Management Co.
Russell U.S. Growth
S
Russell Funds
Russell Investment Management Co.
Russell U.S. Quantitative Equity Fund
S
Russell Funds
Russell Investment Management Co.
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
22 Class Designation
Investment Accounts and Corresponding Fund Portfolios
If Any(1)
Fund
Investment Advisor
Russell U.S. Small Cap Equity Fund (Formerly Russell U.S. Small & Mid Cap Fund)
S
Russell Funds
Russell Investment Management Co.
Russell U.S. Value Fund
S
Russell Funds
Russell Investment Management Co.
State Street Equity 500 Index
Administrative State Street Institutional SSgA Funds Management, Investment Trust Inc.
State Street Equity 500 Index
Retirement
State Street Institutional SSgA Funds Management, Investment Trust Inc.
T. Rowe Price Blue Chip Growth
Retirement
T. Rowe Price Blue Chip T. Rowe Price Associates, Growth Fund Inc.
T. Rowe Price Equity Income
Institutional
T. Rowe Price Equity Income Fund
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
T. Rowe Price Associates, Inc.
T. Rowe Price Equity Income
Retirement
T. Rowe Price Equity Income Fund
T. Rowe Price European Stock Fund
No Load
T. Rowe Price T. Rowe Price International Funds, Inc. International, Inc.
T. Rowe Price Growth Stock
Advisor
T. Rowe Price Growth Stock Fund
T. Rowe Price Associates, Inc.
T. Rowe Price Growth Stock
Retirement
T. Rowe Price Growth Stock Fund
T. Rowe Price Associates, Inc.
T. Rowe Price International Growth and Income
Advisor
T. Rowe Price T. Rowe Price International Funds, Inc. International, Inc.
T. Rowe Price International Growth and Income
Retirement
T. Rowe Price T. Rowe Price International Funds, Inc. International, Inc.
T. Rowe Price International Stock
Retirement
T. Rowe Price T. Rowe Price International Funds, Inc. International, Inc.
T. Rowe Price Mid-Cap Growth
Retirement
T. Rowe Price Mid-Cap T. Rowe Price Associates, Growth Fund, Inc. Inc.
T. Rowe Price Mid-Cap Value
Advisor
T. Rowe Price Mid-Cap T. Rowe Price Associates, Value Fund Inc.
T. Rowe Price Mid-Cap Value
Retirement
T. Rowe Price Mid-Cap T. Rowe Price Associates, Value Fund Inc.
T. Rowe Price Retirement 2015
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2015
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2020
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2020
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2025
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2025
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2030
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2030
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2035
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2035
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2040
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2040
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2045
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2045
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2050
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2050
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2055
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement 2055
Retirement
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price Retirement Income
Advisor
T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
Fund
Investment Advisor
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
23
Investment Accounts and Corresponding Fund Portfolios
Class Designation If Any(1)
T. Rowe Price Retirement Income
Retirement T. Rowe Price Retirement Funds, Inc.
T. Rowe Price Associates, Inc.
Templeton Foreign
A*
Templeton Foreign
Retirement Templeton Foreign Fund Templeton Global Advisors Limited
Templeton Global Bond
A*
Templeton Global Bond
Retirement Templeton Income Trust Franklin Advisers, Inc.
Templeton Growth
A*
Templeton Growth
Retirement Templeton Growth Fund, Templeton Global Advisors Inc. Limited
Templeton Foreign Fund Templeton Global Advisors Limited
Templeton Income Trust Franklin Advisers, Inc.
Templeton Growth Fund, Templeton Global Advisors Inc. Limited
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Thornburg Core Growth
R3
Thornburg Funds
Thornburg Investment Management, Inc.
Thornburg Core Growth
R5
Thornburg Funds
Thornburg Investment Management, Inc.
Thornburg International Value
R3
Thornburg Funds
Thornburg Investment Management, Inc.
Thornburg International Value
R5
Thornburg Funds
Thornburg Investment Management, Inc.
Thornburg Investment Income Builder Fund
R3
Thornburg Funds
Thornburg Investment Management, Inc.
Thornburg Investment Income Builder Fund
R5
Thornburg Funds
Thornburg Investment Management, Inc.
Thornburg Limited-Term Income
R3
Thornburg Funds
Thornburg Investment Management, Inc.
Thornburg Limited-Term US Government
R3
Thornburg Funds
Thornburg Investment Management, Inc.
Thornburg Value
R3
Thornburg Funds
Thornburg Investment Management, Inc.
TIAA-CREF Bond Index
Retirement TIAA-CREF Funds
Teachers Advisors, Inc.
TIAA-CREF Growth & Income Fund
Retirement TIAA-CREF Funds
Teachers Advisors, Inc.
TIAA-CREF International Equity Index Fund
Retirement TIAA-CREF Funds
Teachers Advisors, Inc.
TIAA-CREF Large-Cap Growth Index Fund
Retirement TIAA-CREF Funds
Teachers Advisors, Inc.
TIAA-CREF Large-Cap Value Index Fund
Retirement TIAA-CREF Funds
Teachers Advisors, Inc.
TIAA-CREF Social Choice Equity Fund
Retirement TIAA-CREF Funds
Teachers Advisors, Inc.
Timothy Plan Conservative Growth Fund
A*
The Timothy Plan®
Timothy Partners, Ltd.
Timothy Plan Strategic Growth Fund
A*
The Timothy Plan®
Timothy Partners, Ltd.
Touchstone Focused (Formerly Old Mutual Focused Fund)
A*
Touchstone Focused Fund
Touchstone Advisors, Inc.
Touchstone Focused (Formerly Old Mutual Focused Fund)
Y
Touchstone Focused Fund
Touchstone Advisors, Inc.
Vanguard Short-Term Federal
Investor
Vanguard Fixed Income The Vanguard Group
Vanguard VIF Small Company Growth
Insurance
Vanguard Variable Insurance Fund
(1)
Please refer to the Fund prospectus for a description of the class designation.
* Load Waived
24 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Granahan Investment Management, Inc. & Vanguard Group
Each of the Funds has a different investment objective. An Owner or a Participant (depending on the Contract) may allocate Contributions to one or more of the Investment Accounts available under a Contract. A Participant's Account Value will increase or decrease in dollar value depending upon the investment performance of the corresponding Fund portfolio in which the Investment Account invests. These amounts are not guaranteed. The Owner or the Participant bears the investment risk for amounts allocated to an Investment Account of the Variable Account.
Fixed Interest Account and Stable Value Account An Owner or a Participant (depending on the Contract) may allocate Contributions to the FIA or to the SVA, which are part of AUL's General Account. Amounts allocated to the FIA or to the SVA earn interest at rates periodically determined by AUL. The FIA rates are guaranteed to be at least equal to a minimum effective annual rate ranging from 1 percent to 4 percent, depending on the Contract. The SVA has no minimum credited interest rate guarantee. See the Sections "The Fixed Interest Account" and "The Stable Value Account" later in this Prospectus.
Contributions For Recurring Contribution Contracts, Contributions may vary in amount and frequency. A Plan may impose maximum and minimum Contribution limits depending on the type of Plan. In a Single Contribution Contract, Participants must make Contributions of at least $1,000 or $5,000, depending on the Contract. See the Section "Contributions under the Contracts" later in this Prospectus.
Transfers An Owner or a Participant (depending on the Contract) may transfer part or all of his or her Variable Account Value among the Investment Accounts or to the FIA or SVA at any time during the Accumulation Period, subject to certain restrictions. Similarly, an Owner or a Participant may transfer part or all of his or her FIA or SVA Value to one (1) or more of the available Investment Accounts during the Accumulation Period, subject to certain restrictions. For a detailed explanation of transfer rights and restrictions, please refer to the Section "Transfers of Account Value" later in this Prospectus.
Withdrawals The Participant may surrender or take a withdrawal from the Account Value at any time before the Annuity Commencement Date, subject to the limitations under any applicable Plan, the Contract and applicable law. See the Section "Cash Withdrawals" later in this Prospectus. Certain retirement programs, such as 403(b) Programs, are subject to constraints on withdrawals and surrenders. See "Constraints on Withdrawals." In addition, distributions under certain retirement programs may result in a tax penalty. See the Section "Tax Penalty" later in this Prospectus. A withdrawal or surrender may also be subject to a withdrawal charge and a market value adjustment, ("MVA"). See the Sections "Withdrawal Charge" and "The Fixed Interest Account" later in this Prospectus.
The Death Benefit If a Participant dies during the Accumulation Period, AUL will pay a death benefit to the Beneficiary. Generally, the amount of the death benefit is equal to the Vested portion of the Participant's Account Value minus any outstanding loan balances and any due and unpaid charges on those loans. Some Contracts may contain a provision for a guaranteed minimum death benefit. A death benefit will not be payable if the Participant dies on or after the Annuity Commencement Date, except as may be provided under the Annuity Option elected. See the Sections "The Death Benefit" and "Annuity Options" later in this Prospectus.
Annuity Options The Contracts provide for several fixed Annuity Options, any one of which may be elected if permitted by the applicable Plan and applicable law. AUL will pay fixed and guaranteed payments under the Annuity Options. See the Section "Annuity Period" later in this Prospectus.
Charges Depending on the Contract, AUL may deduct certain charges in connection with the operation of the Contracts and the Variable Account. These charges are described below.
Withdrawal Charge AUL does not impose a sales charge at the time a Contribution is made to a Participant's Account under a Contract. If a Participant makes a cash withdrawal or the Owner surrenders the Contract, AUL may assess a withdrawal charge (which may also be referred to as a contingent deferred sales charge). In most Contracts, the withdrawal charge only applies where the Participant's Account (or, in some Contracts, the Contract) has not been in existence for a certain period of time. AUL will not assess a withdrawal charge upon the Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
payment of a death benefit under a Contract. Under certain Contracts known as "Benefit Responsive" Contracts, AUL will not impose withdrawal charges under certain circumstances. See the Section "Withdrawal Charge" later in this Prospectus.
Premium Tax Charge Various states impose a tax on premiums received by insurance companies. AUL assesses a premium tax charge to reimburse itself for premium taxes that it incurs, which are directly related to amounts received for the Participant from the balance applied to purchase an Annuity, which usually will be deducted at the time Annuity payments commence. Premium taxes currently range from 0 percent to 3.5 percent, but are subject to change by such governmental entities. See the Section "Premium Tax Charge" later in this Prospectus.
Asset Charge AUL deducts a daily charge in an amount not greater than an annual rate of 1.25 percent of the average daily net assets of each 25 Investment Account of the Variable Account, depending upon your Contract. Provided that certain contractual and underwriting conditions are met, some Contracts may have a portion of this charge offset in the form of a credit of Accumulation Units to Participant Accounts. See the Sections "Asset Charge" and "Variable Investment Plus" later in this Prospectus.
Administrative Charge AUL may deduct from a Participant's Account an Administrative Charge equal to a maximum of $50 per year, deducted quarterly in equal installments. For some Contracts, the Administrative Charge may be completely waived. The charge is only assessed during the Accumulation Period. An Administrative Charge will not be imposed in certain Contracts if the value of a Participant's Account is equal to a certain minimum on the last day of each Contract Year quarter. See the Section "Administrative Charge" later in this Prospectus.
Additional Charges and Fees Some Contracts may contain additional charges and fees for services such as loan initiation, loan maintenance, non-electronic transfers, distributions, providing investment advice, brokerage window services, guaranteed minimum death benefit and contract termination. See the "Expense Table" and the Section "Additional Charges and Fees" later in this Prospectus.
Expenses of the Funds Each Investment Account of the Variable Account purchases shares of the corresponding portfolio of one of the Funds. The price of the shares reflects investment advisory fees and other expenses paid by each portfolio. In addition, some Funds may charge a redemption fee for short-term trading. Please consult the Funds' Prospectuses for a description of these fees and expenses.
Ten-Day Free Look Under 403(b), 408, 408A, HRA, HSA, and post-employment benefit plan Contracts, the Owner has the right to return the Contract for any reason within ten (10) days (or, in some states, twenty (20) days) of receipt. If this right is exercised, the Contract will be considered void from its inception and AUL will fully refund any Contributions.
Termination by the Owner An Owner of a Contract acquired in connection with an Employee Benefit Plan, a 457 or 409A Program, or an Employer Sponsored 403(b) Program may terminate the Contract by sending proper written notice of termination to AUL at the Corporate Office. Upon termination of such a Contract, the Owner may elect from the payment options offered under the Contract. Under one payment option available under certain Contracts, AUL may assess an investment liquidation charge (or in some Contracts, apply a positive or negative MVA) on a Participant's Fixed Interest Account Withdrawal Value. This option is currently not available to Guaranteed Benefit Employer Sponsored 403(b) Contracts. Under another payment option, AUL will not assess an investment liquidation charge or MVA. However, amounts attributable to the aggregate Withdrawal Values derived from the FIA of all Participants under the Contract shall be paid in five (5), six (6), seven (7), or eleven (11) approximately equal annual installments, depending on the Contract. The aggregate Guaranteed SVA Account Value (as defined in the Contract) of all Participants under the Contract shall be transferred to an interest account in AUL's General Account. Amounts accumulated in this interest account, plus interest as determined in the Contract, minus any applicable Withdrawal Charge,shall be paid out three hundred sixty-five (365) days following the date that AUL receives notice of Contract termination from the Owner. An earlier payout may be arranged at AUL's discretion. For more information on termination by an Owner, including information on the payment options and the investment liquidation charge (or the MVA), see the Section "Termination by the Owner" later in this Prospectus.
Contacting AUL Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Individuals should direct all inquiries, notices, and forms required under these Contracts to AUL at the address of the Annuity Service Office provided in the front of this Prospectus. 26
EXPENSE TABLE The following tables describe the fees and expenses that the Owner or Participant will pay when buying, owning or surrendering the Contract. The first table describes the fees and expenses that the Owner or Participant will pay at the time that the Owner buys the Contract, surrenders the Contract, or transfers Account Value between Investment Accounts. State Premium taxes may also be deducted. See "Premium Tax Charge." The information contained in the table is not generally applicable to amounts allocated to the FIA or to Annuity payments under an Annuity Option. Participants Transaction Expenses Maximum Deferred Sales Load (withdrawal charge)(1)
8
%
Optional Fees (Applicable to Certain Contracts) Maximum Loan Initiation Fee(2)
$
100
$ $
5 1,000
Maximum Distribution Fee(4) Maximum Contract Termination Individual Participant Check
$
40
Fee(5)
$
100
Maximum Annual Charge for Non-Electronic Transfers Maximum Charge for Non-Electronic Contributions
(3)
The next table describes the fees and expenses that the Owner or Participant will pay periodically during the time that the Owner owns the Contract, not including Fund expenses. Maximum Administrative Charge(6)
$
50
Maximum Brokerage Window Fee(7) $ 100 Separate (Variable) Account Annual Expenses (as a percentage of average Account Value) Maximum Total Separate Account Annual Expenses (Asset Charges)(8) Investment Advice Provider Fee
1.25 (9)
May Vary (9)
Maximum Managed Account Service Fee Maximum Plan Sponsor Investment Option Advisory
1.00
Fee(10) $ Maximum Guaranteed Minimum Death Benefit Option (per
1,500
year)(11)
0.20
Maximum Loan Administration Fee (1)
%
(12)
$
%
%
50
The withdrawal charge varies based on the Contract. The maximum withdrawal charge is 8 percent of the Account Value in excess of any 10 percent free-out in
Contracts containing a 10 percent free-out provision, for the first five (5) years, 4 percent of the Account Value in excess of any applicable 10 percent free-out for the next five (5) years, and no withdrawal charge beyond the tenth (10th) year. In some Contracts where no Participant Accounts are maintained, there is a non-disappearing 5 percent withdrawal charge. Your charges may be less than the charges described. See the section "Withdrawal Charges" later in this Prospectus. (2)
AUL may assess a Loan Initiation Fee of up to $100 per loan against the Account of any Participant for whom a Plan loan withdrawal is requested.
(3)
AUL may charge a service fee of up to $5 per transfer for non-electronic transfers between investment options, which will either be billed to the owner or deducted
from the Participant's Account. (4)
AUL may bill the Owner for a Distribution Fee of up to $40 for each Participant for whom a withdrawal is made in which the entire Participant Account is distributed
in a lump sum. Alternatively, AUL may assess this Distribution Fee against the affected Participant Accounts if permitted by applicable law, regulations or rulings.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(5)
AUL may bill the Owner a fee of up to $100 for each Participant for whom an individual check is prepared upon Contract termination. This Fee will not apply to a
lump-sum payment to the Owner upon Contract termination. Alternatively, AUL may assess this Fee against the affected Participant Accounts if permitted by applicable law, regulations or rulings. (6)
The Administrative Charge may be less than $50 per year, based on the size of the Participant's Account and/or the type of Contract.
(7)
The Brokerage Window is only available with certain Employer Sponsored contracts at certain asset levels. AUL may bill the Owner for this charge or deduct the
charge from the Participant's Account. (8)
This charge may be less than 1.25 percent for certain Contracts. A Contract's Asset Charge may be 0.00 percent, 0.25 percent, 0.50 percent, 0.75 percent, 0.90 percent,
1.00 percent or 1.25 percent. Furthermore, a portion of the Asset Charge may be credited back to a Participant's Account in the form of Accumulation Units. The number of Accumulation Units credited will depend on the terms of the Contract and the aggregate variable Investment Account assets on deposit. Please refer to your Contract for details regarding the Asset Charge applicable to you. (9)
Investment Advice Provider Fee and Managed Account Service Fee: AUL may bill the Owner for an investment advice provider fee in an amount separately agreed
upon by the Owner and the third-party investment advice provider. There is no cost to the Participant when using the basic investment advice service. AUL may also assess an account management fee directly against the Account of each Participant who utilizes the more detailed, hands-on managed accounts service. The fee for the managed account service is one percent of the total Account Value annually, paid in .25 percent quarterly installments. AUL will forward a portion of the fee to the investment advice provider and may retain a portion of the fee for administrative and distribution services. (10)
Plan Sponsor Investment Option Advisory Fee: AUL may bill the Owner for a Plan Sponsor Investment Option Fee. If this option is chosen, the maximum fee of
$1,500 applies to plans with assets under $20,000,000. Plans with assets greater than $20,000,000 must contact AUL to determine the applicable fee. (11)
This charge only applies to certain IRA Contracts. This fee is deducted quarterly.
(12)
AUL may charge a loan administration fee of up to $50 per loan annually, which will either be billed to the Owner or deducted from the Participant's Account.
27
EXPENSE TABLE (continued) The next table shows the minimum and maximum total operating expenses charged by the Funds that the Owner or Participant may pay periodically during the time that the Owner owns the Contract. More detail concerning each Fund's fees and expenses is contained in the prospectus for each Fund. Total Fund Annual Operating Expenses Minimum Maximum (expenses that are deducted from Fund assets, including management fees, distribution fees and/or service (12b-1) fees, and other expenses*)
0.22
%
2.74
%
* In addition, some Funds may charge a redemption fee for short-term trading in their Fund. Please consult the Fund prospectus for details.
Example The Example is intended to help the Owner compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contract Owner expenses, contract fees, separate account annual expenses, and Fund fees and expenses. The Example assumes that the Owner invests $10,000 in the Contract for the time periods indicated. The Example also assumes that the Owner's investment has a 5 percent return each year and assumes the maximum fees and expenses of any of the Funds. While this example assumes the withdrawal charge is 8 percent of the Account Value in excess of a 10 percent free-out provision for the first five (5) years, 4 percent of the Account Value in excess of a 10 percent free-out provision for the next five (5) years, and no withdrawal charge beyond the tenth (10th) year, illustrated costs may be higher or lower if the Contract does not contain a withdrawal charge and/or 10 percent free-out provision. Although the Owner's actual costs may be higher or lower, based on these assumptions, the Owner's costs would be: 1) If you surrender your Contract at the end of the applicable time period: 1 Year 3 Years 5 Years 10 Years $ 1,191 $ 2,135 $ 3,082 $ 5,098 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2) If you annuitize at the end of the applicable time period: 1 Year 3 Years 5 Years 10 Years $ 469 $ 1,411 $ 2,355 $ 4,731
3) If you do not surrender your Contract: 1 Year 3 Years 5 Years $ 469 $ 1,411 $ 2,355
10 Years $ 4,731
CONDENSED FINANCIAL INFORMATION The following table presents Condensed Financial Information with respect to each of the Investment Accounts of the Variable Account for the ten-year period from December 31, 2002 or the year of first deposit (as listed beside the beginning value in the year of inception), whichever is more recent, through December 31, 2011. No information is available for periods prior to these dates. The following table should be read in conjunction with the Variable Account's financial statements, which are included in the Variable Account's Annual Report dated as of December 31, 2011. The Variable Account's financial statements have been audited by PricewaterhouseCoopers LLP, the Variable Account's Independent Public Registered Accounting Firm. 28
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
OneAmerica Asset Director Portfolio Class O Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 4.68 4.24 3.40 4.62 4.45 4.08 3.83 3.48 2.76 2.87
$ 4.66 4.68 4.24 3.40 4.62 4.45 4.08 3.83 3.48 2.76
17,987,933 18,575,947 18,707,633 18,548,557 21,938,209 18,879,420 15,641,018 14,894,289 13,400,476 13,164,496
Band 0 2011 2010
$ 1.82 1.63
$ 1.84 1.82
2,426,611 2,534,231
Band S 2005 2004 2003 2002
$ 1.54 1.40 1.11 1.27
$ 1.63 1.54 1.40 1.11
74,923 49,468 30,173 20,490
OneAmerica Asset Director Portfolio Advisor Class Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.71 1.55 1.25 1.70 1.64 1.52 1.55 1.25
$ 1.69 1.71 1.55 1.25 1.70 1.64 1.71 1.55
10,146,496 8,725,992 7,470,761 5,115,585 3,412,279 1,815,170 8,725,992 7,470,761
Band 100 2011 2010 2009 2008
$ 1.74 1.58 1.26 1.72
$ 1.73 1.74 1.58 1.26
17,807 19,462 12,620 5,468
Band 50 2011 2010 2009 2008 2007 2006
$ 1.80 1.63 1.30 1.76 1.69 1.55
$ 1.80 1.80 1.63 1.30 1.76 1.69
1,161,183 743,174 571,136 573,237 605,736 578,466
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.88 1.69 1.34 1.81 1.72 1.58 1.43 1.42
$ 1.89 1.88 1.69 1.34 1.81 1.72 1.58 1.43
465,123 452,756 347,480 331,408 248,218 244,777 726,297 238,572
29
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
OneAmerica Investment Grade Bond Portfolio Class O Band 125 2011 2010 2009 2008 2007
$ 3.04 2.87 2.52 2.57 2.45
7,163,965 7,273,020 6,703,963 7,244,570 7,662,171
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 3.23 3.04 2.87 2.52 2.57
2006 2005 2004 2003 2002
2.39 2.37 2.30 2.22 2.09
2.45 2.39 2.37 2.30 2.22
9,226,129 12,343,459 12,786,315 13,248,507 14,031,515
Band 0 2011 2010
$ 1.64 1.53
$ 1.76 1.64
337,671 264,380
OneAmerica Investment Grade Bond Portfolio Advisor Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.32 1.25 1.10 1.13 1.08 1.05
$ 1.39 1.32 1.25 1.10 1.13 1.08
1,767,731 1,745,785 1,479,523 948,352 898,512 729,566
Band 100 2011 2010 2009 2008 2007
$ 1.34 1.27 1.11 1.14 1.08
$ 1.42 1.34 1.27 1.11 1.14
12,017 13,890 12,103 4,593 2,216
Band 50 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.39 1.31 1.14 1.16 1.10 1.07 1.05 1.02
$ 1.48 1.39 1.31 1.14 1.16 1.10 1.07 1.05
868,995 688,254 610,307 535,444 361,830 306,017 444,127 80,102
Band 0 2011 2010
$ 1.45 1.36
$ 1.56 1.45
216,644 19,980
30
CONDENSED FINANCIAL INFORMATION (continued) Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Investment Account OneAmerica Money Market Portfolio Class O
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units Outstanding at end of period
Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.55 1.56 1.58 1.57 1.52 1.47 1.45 1.45 1.46 1.46
$ 1.53 1.55 1.56 1.58 1.57 1.52 1.47 1.45 1.45 1.46
19,007,766 18,565,789 19,256,258 22,252,629 20,300,004 20,083,807 20,497,268 21,247,118 21,895,488 22,600,885
Band 0 2011
$ 1.18
$ 1.18
9,382
OneAmerica Money Market Portfolio Advisor Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.04 1.05 1.07 1.06 1.03 1.00
$ 1.03 1.04 1.05 1.07 1.06 1.03
5,202,807 5,653,476 5,342,158 6,190,060 3,019,859 1,236,446
Band 100 2011 2010 2009 2008
$ 1.06 1.07 1.08 1.07
$ 1.05 1.06 1.07 1.08
112,785 74,866 30,791 7,317
Band 50 2011 2010 2009 2008 2007 2006 2005
$ 1.10 1.10 1.11 1.09 1.05 1.01 0.98
$ 1.09 1.10 1.10 1.11 1.09 1.05 1.01
152,014 127,368 110.109 174,240 429,722 427,976 394,611
Band 0 2011 2010 2009
$ 1.15 1.15 1.15
$ 1.15 1.15 1.15
65,497 39,450 19,597
OneAmerica Socially Responsive Portfolio Class O Band 125 2011 2010 2009 2008 2007 2006
$ 0.92 0.84 0.65 1.04 1.02 1.00 (03/31/06)
$ 0.88 0.92 0.84 0.65 1.04 1.02
456,376 431,117 409,816 323,432 934,786 693,119
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
31
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 25 2011 2010 2009 2008
$ 0.97 0.87 0.67 1.00 (05/01/08)
$ 0.93 0.97 0.87 0.67
0 130,456 107,985 51,129
OneAmerica Socially Responsive Portfolio Advisor Class Band 125 2011 2010 2009 2008 2007 2006
$ 0.91 0.83 0.64 1.03 1.01 1.00 (03/11/06)
$ 0.86 0.91 0.83 0.64 1.03 1.01
570,709 590,109 461,841 92,328 39,600 32
Band 100 2011 2010 2009 2008 2007 2006
$ 0.92 0.84 0.65 1.04 1.02 1.00 (03/11/06)
$ 0.87 0.92 0.84 0.65 1.04 1.02
7,667 5,867 4,387 2,696 1.260 555
Band 0 2011 2010 2009 2008
$ 0.96 0.87 0.66 1.06
$ 0.93 0.96 0.87 0.66
171,028 219,890 227,967 233,697
OneAmerica Value Portfolio Class O Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 5.62 5.02 3.90 6.26 6.12 5.46 5.03 4.43
$ 5.42 5.62 5.02 3.90 6.26 6.12 5.46 5.03
10,880,242 11,107,774 11,238,797 11,924,811 14,525,291 15,817,104 17,500,653 17,430,617
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2003 2002
3.29 3.58
4.43 3.29
16,240,130 15,896,163
Band 25 2011 2010 2009 2008
$ 6.05 5.34 4.11 6.53
$ 5.89 6.05 5.34 4.11
0 55,926 49,043 29,294
Band 0 2011 2010
$ 1.75 1.54
$ 1.71 1.75
140,191 127,854
32
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band S 2009 2008 2007 2006 2005 2004 2003 2002
$ 23.08 36.77 35.69 31.59 28.89 25.21 18.43 20.39
$ 29.92 23.08 36.77 35.69 31.59 28.89 25.21 18.43
116,143 114,523 129,107 151,386 159,807 177,832 186,000 197,000
OneAmerica Value Advisor Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.76 1.58 1.23 1.98 1.94 1.76
$ 1.70 1.76 1.58 1.23 1.98 1.94
3,114,402 3,109,364 3,013,295 2,515,843 2,706,754 2,160,811
Band 100 2011 2010 2009 2008 2007
$ 1.80 1.60 1.25 2.00 1.96
$ 1.73 1.80 1.60 1.25 2.00
128,224 115,556 6,232 3,852 988
Band 50 2011
$ 1.86
$ 1.81
672,651
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010 2009 2008 2007 2006 2005 2004
1.65 1.28 2.05 1.99 1.77 1.61 1.30
1.86 1.65 1.28 2.05 1.99 1.77 1.61
640,094 436,368 383,363 435,165 445,204 567,709 119
Band 0 2011 2010 2009 2008 2007
$ 1.94 1.72 1.32 2.10 2.04
$ 1.89 1.94 1.72 1.32 2.10
156,802 150,521 96,330 78,347 355,056
Alger Balanced Portfolio Institutional Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.04 0.96 0.75 1.11 1.00 0.97 0.90 0.80 0.75 0.86
$ 1.03 1.04 0.96 0.75 1.11 1.00 0.97 0.90 0.80 0.75
1,520,882 1,687,503 1,706,404 1,653,604 1,798,815 2,711,777 5,309,729 5,608,418 4,846,307 3,565,920
33
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Alger Capital Appreciation Portfolio Institutional Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 0.80 0.71 0.48 0.88 0.67 0.57 0.50 0.47 0.35 0.54
15,260,179 13,690,430 11,507,029 6,909,800 7,111,480 5,737,983 4,587,833 30,808,431 3,023,797 1,648,485
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 0.79 0.80 0.71 0.48 0.88 0.67 0.57 0.50 0.47 0.35
Alger Capital Appreciation Institutional Institutional Class Band 125 2011 2010 2009 2008 2007
$ 1.25 1.12 0.76 1.37 1.05
$ 1.22 1.25 1.12 0.76 1.37
4,325,307 3,000,328 1,080,172 328,522 111,363
Alger Capital Appreciation Institutional Retirement Class Band 125 2011 2010 2009 2008 2007
$ 1.22 1.10 0.75 1.36 1.05
$ 1.19 1.22 1.10 0.75 1.36
2,230,755 1,543,088 787,045 323,390 53,880
Band 50 2011
$ 1.26
$ 1.24
566,804
Band 0 2011 2010
$ 1.29 1.14
$ 1.27 1.29
341,307 82,371
Alger Large Cap Growth Portfolio Institutional Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.69 2.40 1.65 3.10 2.62 2.52 2.28 2.19 1.64 2.48
$ 2.65 2.69 2.40 1.65 3.10 2.62 2.52 2.28 2.19 1.64
14,617,577 16,475,800 17,860,538 20,659,794 22,234,403 27,277,733 35,493,177 37,865,891 38,799,525 35,535,748
Alger Small-Cap Growth Institutional Fund Institutional Class Band 125 2011 2010 2009 2008 2007
$ 1.11 0.90 0.63 1.18 1.04
$ 1.07 1.11 0.90 0.63 1.18
5,515,780 4,810,958 4,103,211 994,455 740,688
34
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units
at beginning of period
Value at end of period
Outstanding at end of period
Alger Small-Cap Growth Institutional Fund Retirement Class Band 125 2011 2010 2009 2008 2007
$ 1.09 0.88 0.63 1.18 1.04
$ 1.04 1.09 0.88 0.63 1.18
505,729 708,498 546,389 370,482 97,979
Alliance Bernstein 2010 Strategy Retirement Class Band 125 2011 2010 2009 2008
$ 0.92 0.83 0.65 0.99
$ 0.89 0.92 0.83 0.65
146,646 179,161 164,661 106,865
Alliance Bernstein 2010 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.93 0.84 0.66 0.99
$ 0.91 0.93 0.84 0.66
1,387 370 326,212 201,121
Band 25 2011 2010 2009 2008
$ 0.96 0.86 0.66 0.99
$ 0.95 0.96 0.86 0.66
0 3,536,820 3,902,220 4,481,338
Alliance Bernstein 2015 Strategy Retirement Class Band 125 2011 2010 2009 2008
$ 0.89 0.81 0.63 0.99
$ 0.86 0.89 0.81 0.63
528,141 837,546 876,249 356,674
Alliance Bernstein 2015 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.91 0.82 0.63 0.99
$ 0.88 0.91 0.82 0.63
210 3,412 997,148 749,527
Band 25 2011 2010 2009 2008
$ 0.94 0.83 0.64 0.59
$ 0.91 0.94 0.83 0.64
0 8,668,568 8,404,672 7,706,078
Alliance Bernstein 2020 Strategy Retirement Class Band 125 2011
$ 0.87
$ 0.82
799,443
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010 2009 2008
0.78 0.60 0.99
0.87 0.78 0.60
1,201,077 940,323 163,638
35
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Alliance Bernstein 2020 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.88 0.79 0.60 0.99
$ 0.84 0.88 0.79 0.60
13,241 9,708 566,285 302,933
Band 25 2011 2010 2009 2008
$ 0.91 0.81 0.61 0.99
$ 0.87 0.91 0.81 0.61
0 7,412,143 6,886,357 6,857,237
Alliance Bernstein 2025 Strategy Retirement Class Band 125 2011 2010 2009 2008
$ 0.85 0.76 0.58 0.98
$ 0.79 0.85 0.76 0.58
973,127 1,223,331 731,242 84,088
Alliance Bernstein 2025 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.86 0.77 0.58 0.98
$ 0.81 0.86 0.77 0.58
32,676 43,323 1,197,849 1,284,111
Band 25 2011 2010 2009 2008
$ 0.89 0.78 0.59 0.99
$ 0.84 0.89 0.78 0.59
0 5,629,327 5,094,033 4,361,578
Alliance Bernstein 2030 Strategy Retirement Class Band 125 2011 2010
$ 0.83 0.75
$ 0.77 0.83
502,697 787,491
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008
0.57 0.98
0.75 0.57
730,207 294,006
Alliance Bernstein 2030 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.85 0.76 0.58 0.98
$ 0.78 0.85 0.76 0.58
8,376 11,571 1,066,230 1,151 ,140
Band 25 2011 2010 2009 2008
$ 0.87 0.77 0.58 0.99
$ 0.82 0.87 0.77 0.58
0 3,961,910 3,389,582 3,052,004
36
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Alliance Bernstein 2035 Strategy Retirement Class Band 125 2011 2010 2009 2008
$ 0.82 0.73 0.57 0.98
$ 0.75 0.82 0.73 0.57
423,379 600,299 373,507 49,544
Alliance Bernstein 2035 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.83 0.74 0.57 0.98
$ 0.76 0.83 0.74 0.57
250 28,316 253,369 96,468
Band 25 2011 2010 2009 2008
$ 0.85 0.76 0.58 0.98
$ 0.79 0.85 0.76 0.58
0 2,686,912 2,304,853 1,953,772
Alliance Bernstein 2040 Strategy Retirement Class Band 125 2011 2010 2009
$ 0.82 0.74 0.57
$ 0.74 0.82 0.74
777,401 724,358 586,412
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2008
0.98
0.57
128,919
Alliance Bernstein 2040 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.83 0.74 0.57 0.98
$ 0.76 0.83 0.74 0.57
26,150 19,355 582,464 531,200
Band 25 2011 2010 2009 2008
$ 0.86 0.76 0.58 0.99
$ 0.79 0.86 0.76 0.58
0 1,712,869 1,467,728 1,266,007
Alliance Bernstein 2045 Strategy Retirement Class Band 125 2011 2010 2009 2008
$ 0.81 0.73 0.57 0.98
$ 0.74 0.81 0.73 0.57
137,635 172,202 92,768 17,269
Alliance Bernstein 2045 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.82 0.74 0.57 0.98
$ 0.75 0.82 0.74 0.57
33,171 43,271 137,842 60,509
37
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Alliance Bernstein 2050 Strategy Retirement Class Band 125 2011 2010 2009 2008
$ 0.84 0.75 0.57 0.98
$ 0.76 0.84 0.75 0.57
133,011 103,428 55,040 5,406
Alliance Bernstein 2050 Strategy Advisor Class Band 125 2011 2010 2009
$ 0.85 0.76 0.58
$ 0.77 0.85 0.76
8,583 8,062 9,457
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2008
0.99
0.58
5,011
Band 25 2011 2010 2009 2008
$ 0.88 0.78 0.58 0.99
$ 0.81 0.88 0.78 0.58
0 555,904 325,664 149,754
Alliance Bernstein 2055 Strategy Retirement Class Band 125 2011 2010 2009 2008
$ 0.82 0.74 0.57 0.98
$ 0.74 0.82 0.74 0.57
53,555 54,340 44,862 15,430
Alliance Bernstein 2055 Strategy Advisor Class Band 125 2011 2010 2009 2008
$ 0.84 0.75 0.58 0.99
$ 0.76 0.84 0.75 0.58
11,881 7,968 6,932 6,867
Band 25 2011 2010 2009 2008
$ 0.86 0.77 0.58 0.99
$ 0.79 0.86 0.77 0.58
0 45,988 20,560 41,700
Alliance Bernstein Core Opportunities Fund Retirement Class (Formerly Focused Growth & Income Fund Retirement Class) Band 125 2011 2010 2009 2008 2007
$ 1.04 0.91 0.75 1.24 1.15
$ 1.08 1.04 0.91 0.75 1.24
79,578 47,749 37,645 42,640 30,906
Band 0 2011 2010
$ 1.12 0.97
$ 1.17 1.12
1,145 1,145
38
CONDENSED FINANCIAL INFORMATION (continued) Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Investment Account Alliance Bernstein Global Value Retirement Class
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units Outstanding at end of period
Band 125 2011 2010 2009 2008 2007 2006 2005
$ 0.94 $ 0.78 0.88 0.94 0.67 0.88 1.43 0.67 1.43 1.43 1.15 1.43 1.00 (5/20/2005) 1.15
119,943 116,982 446,199 966,469 1,133,543 572,341 324,509
Alliance Bernstein International Growth Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.29 1.17 0.85 1.70 1.47 1.23 (01/01/06)
$ 1.06 1.29 1.17 0.85 1.70 1.47
91,158 392,417 1,382,120 4,169,313 3,870,393 3,358,366
Band 50 2011 2010 2009 2008 2007 2006
$ 1.35 1.21 0.87 1.73 1.49 1.23
$ 1.12 1.35 1.21 0.87 1.73 1.49
535,816 474,332 459,866 459,865 4.62,201 413,626
Alliance Bernstein International Value Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.00 0.98 0.74 1.62 1.56 1.18
$ 0.79 1.00 0.98 0.74 1.62 1.56
420,444 651,547 650,608 640,620 369,413 1,819
Alliance Bernstein Small/Mid-Cap Growth Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.28 0.93 0.65 1.27 1.15 1.17
$ 1.30 1.28 0.93 0.65 1.27 1.15
437,753 240,108 160,545 130,097 136,327 157,883
Band 100 2011 2010 2009 2008 2007 2006
$ 1.30 0.95 0.65 1.28 1.16 1.17
$ 1.32 1.30 0.95 0.65 1.28 1.16
50,425 41,612 67,708 33,380 38,825 82,298
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
39
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010 2009 2008 2007 2006
$ 1.33 0.97 0.66 1.30 1.17 1.17
$ 1.37 1.33 0.97 0.66 1.30 1.17
112,657 129,801 153,819 138,626 191,769 171,240
Alliance Bernstein Small-Cap Growth Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.45 1.07 0.77 1.41 1.26 1.17
$ 1.49 1.45 1.07 0.77 1.41 1.26
640,602 507,443 445,190 259,548 48,659 30,253
Band 0 2011 2010 2009 2008 2007
$ 1.56 1.14 .80 1.46 1.28
$ 1.62 1.56 1.14 .80 1.46
14,055 10,510 960 688 436
Alliance Bernstein Small/Mid-Cap Value Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.38 1.11 0.79 1.23 1.22 1.10
$ 1.25 1.38 1.11 0.79 1.23 1.22
601,472 432,363 303,697 253,088 237,462 48,877
Band 50 2011 2010
$ 1.44 1.15
$ 1.31 1.44
194,052 35,636
Alliance Bernstein Value Fund Retirement Class Band 125 2011 2010
$ 0.87 0.79
$ 0.82 0.87
63,274 62,565
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008 2007 2006
0.68 1.18 1.26 1.05
Band 100 2011 2010 2009 2008 2007 2006 2005
$ 0.88 0.80 0.68 1.19 1.26 1.05 1.00 (5/20/05)
0.79 0.68 1.18 1.26
60,625 65,853 76,674 42,211
$ 0.83 0.88 0.80 0.68 1.19 1.26 1.05
69,052 61,588 53,550 34,458 54,559 43,841 3,197
40
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Allianz NFJ Dividend Value Class Administrative Band 125 2011 2010 2009 2008 2007
$ 0.84 0.75 0.68 1.07 1.04
$ 0.86 0.84 0.75 0.68 1.07
1,567,789 1,280,768 2.169,630 1,824,008 333,048
Allianz NFJ Dividend Value Retirement Class Band 125 2011 2010 2009 2008 2007
$ 0.83 0.75 0.67 1.07 1.04
$ 0.84 0.83 0.75 0.67 1.07
5,034,494 5,108,611 4,345,901 2,831.084 723,187
Band 100 2011 2010 2009 2008
$ 0.84 0.75 0.67 1.07
$ 0.86 0.84 0.75 0.67
5,942 4,286 4,230 4,142
Band 0 2011 2010 2009 2008
$ 0.88 0.78 0.69 1.08
$ 0.90 0.88 0.78 0.69
88,685 199,267 256,696 23,373
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Allianz NFJ Mid-Cap Value Fund Band 125 2011
$ 1.33
$ 1.29
151,351
Allianz NFJ Renaissance Fund Class Administrative Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.30 1.09 0.83 1.40 1.34 1.21 1.27 1.11 0.71 1.00
$ 1.27 1.30 1.09 0.83 1.40 1.34 1.21 1.27 1.11 0.71
549,720 557,619 537,575 563,395 794,046 3,997,693 3,997,575 3,862,488 307,847 92,285
Allianz NFJ Small-Cap Value Class Administrative Band 125 2011 2010 2009 2008 2007
$ 1.06 0.86 0.70 0.96 1.00 (05/24/07)
$ 1.07 1.06 0.86 0.70 0.96
16,922,863 16,072,562 13.752,191 9,941.000 10,075,000
41
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Allianz NFJ Small-Cap Value Fund Retail Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.94 1.58 1.29 1.79 1.71 1.49 1.35
$ 1.96 1.94 1.58 1.29 1.79 1.71 1.46
4,163,299 3,965,270 3.197,438 1,975,224 1.203,635 5,980,643 754,647
Band 100 2011 2010 2009
$ 1.98 1.61 1.31
$ 2.00 1.98 1.61
43,451 39,742 42,407
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2008 2007 2006
1.81 1.72 1.65
1.31 1.81 1.72
26,305 36,025 49,401
Band 50 2011 2010 2009
$ 2.05 1.66 1.35
$ 2.08 2.05 1.66
67,855 61,344 2,167
Band 0 2011 2010 2009 2008 2007 2006
$ 2.13 1.71 1.38 1.88 1.78 1.70
$ 2.17 2.13 1.71 1.38 1.88 1.78
470,661 502,235 406,525 275,153 206,346 114,002
American Century® Diversified Bond Class A Band 125 2011 2010
$ 1.02 1.00 (05/27/10)
$ 1.08 1.02
44,493 5,914
American Century® Emerging Markets Class A Band 125 2011 2010 2009 2008 2007
$ 1.24 1.07 0.64 1.61 1.14
$ 0.96 1.24 1.07 0.64 1.61
161,193 151,410 164,361 153,957 17,960
American Century® Emerging Markets Investor Class Band 125 2011 2010 2009 2008 2007
$ 1.25 1.07 0.64 1.62 1.14
$ 0.97 1.25 1.07 0.64 1.62
236,549 264,393 236,983 192,102 115,119
42
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Century® Equity Growth Class A Band 125 2011
$ 1.20
694,379
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.23
2010 2009 2008
1.06 0.90 1.39
1.20 1.06 0.90
American Century® Equity Income Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.59 1.42 1.29 1.63 1.63 1.39 1.37 1.24
$ 1.62 1.59 1.42 1.29 1.63 1.63 1.39 1.37
5,642,379 3,861.058 2,802,229 972,858 663,523 578,200 392,670 91
Band 100 2011 2010 2009 2008
$ 1.62 1.45 1.31 1.65
$ 1.66 1.62 1.45 1.31
35,841 33,410 29,989 26,671
Band 50 2011 2010
$ 1.68 1.49
$ 1.73 1.68
122,045 35,871
Band 0 2011 2010 2009 2008
$ 1.75 1.55 1.38 1.73
$ 1.81 1.75 1.55 1.38
439,651 133,996 46,405 85,200
American Century® Equity Income Investor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.69 1.51 1.36 1.72 1.71 1.45 1.44 1.29 1.05 1.12
$ 1.73 1.69 1.51 1.36 1.72 1.71 1.45 1.44 1.29 1.05
4,822,696 3,533,917 2,744,993 2,006,050 2,005,699 2,179,594 2,170,834 1,825,291 1,098,415 460,245
Band 0 2011 2010 2009 2008
$ 1.91 1.68 1.50 1.87
$ 1.97 1.91 1.68 1.50
1,873,837 1,885,419 0 4,146
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
998,026 894,480 747,704
43
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Century® Ginnie Mae Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.29 1.23 1.18 1.12 1.07 1.04 1.03 1.01
$ 1.36 1.29 1.23 1.18 1.12 1.07 1.04 1.03
4,677,679 971,516 901,832 561,933 419,553 350,185 177,276 162,057
Band 0 2011
$ 1.41
$ 1.51
340,804
American Century® Growth Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.41 1.22 0.90 1.39 1.37 1.22 1.15 1.00 (05/17/04)
$ 1.38 1.41 1.22 0.90 1.39 1.37 1.22 1.15
1,701,488 606,608 500,475 747,740 738,860 460,932 302,561 48,039
Band 0 2011 2010
$ 1.55 1.32
$ 1.53 1.55
192,413 14,472
American Century® Heritage Class A Band 125 2011 2010 2009 2008 2007 2006
$ 2.42 1.87 1.39 2.61 1.82 1.58
$ 2.22 2.42 1.87 1.39 2.61 1.82
6,474,446 5,699,687 4,444,448 2,943,496 1,926,364 920,417
Band 50 2011 2010 2009
$ 2.55 1.96 1.44
$ 2.37 2.55 1.96
222,417 174,847 123,771
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2008 2007 2006 Band 0 2011 2010 2009 2008 2007 2006
2.70 1.86 1.64
1.44 2.70 1.86
105,549 61,100 54,002
$ 2.67 2.04 1.49 2.78 1.91 1.67
$ 2.49 2.67 2.04 1.49 2.78 1.91
709,960 655,065 558,045 337,679 267,929 169,183
44
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Century® Income & Growth Investor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.07 0.95 0.81 1.23 1.28 1.11 1.07 0.96 0.75 0.94
$ 1.09 1.07 0.95 0.81 1.23 1.28 1.11 1.07 0.96 0.75
117,842 164,703 180,086 204,711 258,269 260,294 256,142 257,431 108,792 71,607
American Century® Inflation-Adjusted Bond Advisor Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.28 1.23 1.13 1.16 1.06 1.07
$ 1.42 1.28 1.23 1.13 1.16 1.06
9,944,906 8,637,587 5.338,600 4,343,960 2,220,551 1,942,467
Band 100 2011 2010 2009 2008 2007
$ 1.30 1.25 1.14 1.17 1.07
$ 1.45 1.30 1.25 1.14 1.17
76,567 71,810 62,406 199,768 69,409
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2006
1.08
1.07
56,764
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.39 1.32 1.19 1.21 1.09 1.07 1.06 1.00 (05/17/04)
$ 1.56 1.39 1.32 1.19 1.21 1.09 1.07 1.06
394,677 389,191 294,106 146,929 27,558 2,174 896,882 271,957
American Century® International Bond Class A Band 125 2011 2010
$ 1.00 1.01
$ 1.04 1.00
0 787
American Century® International Bond Investor Class Band 125 2011 2010
$ 1.01 1.01
$ 1.05 1.01
69 9
American Century® International Discovery Investor Class Band 125 2011 2010 2009 2008
$ 0.72 0.60 0.45 0.96
$ 0.59 0.72 0.60 0.45
5,323 1,785 1,144 333
45
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Century® International Discovery Class A Band 125 2011 2010 2009 2008
$ 0.71 0.60 0.45 0.96
$ 0.58 0.71 0.60 0.45
239,843 241,002 183,596 101,975
American Century® International Growth Class A Band 125 2011 2010 2009 2008
$ 1.90 1.69 1.28 2.38
$ 165 1.90 1.69 1.28
201,409 165,357 142,053 82,938
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2007 2006
2.06 1.67
2.38 2.06
141,843 46,347
American Century® International Growth Investor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.42 2.16 1.63 3.01 2.60 2.11 1.88 1.65 1.34 1.68
$ 2.11 2.42 2.16 1.63 3.01 2.60 2.11 1.88 1.65 1.34
847,501 840,927 682,917 589,391 555,930 490,071 481,271 393,336 436,240 130,388
American Century® Large Company Value Class A Band 125 2011 2010 2009 2008 2007 2006
$ 1.37 1.25 1.05 1.70 1.75 1.51
$ 1.37 1.37 1.25 1.05 1.70 1.75
785,241 1,188,853 1,235,965 1,365,605 1,337,667 1,045,173
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.52 1.37 1.14 1.82 1.85 1.48 1.45 1.28
$ 1.54 1.52 1.37 1.14 1.82 1.85 1.48 1.45
423,275 419,858 366,693 274,192 223,327 181,604 510,254 113,289
American Century® Livestrong 2015 Class A Band 125 2011 2010 2009
$ 1.28 1.17 1.00 (05/01/09)
$ 1.30 1.28 1.17
8,380,520 4,777,583 1,637,655
46
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units
Outstanding at end of period Band 0 2011 2010 2009
$ 1.30 1.18 1.00 (05/01/09)
$ 1.34 1.30 1.18
95,232 98,763 14,003
American Century® Livestrong 2015 Investor Class Band 125 2011 2010 2009
$ 1.28 1.17 1.00 (05/01/09)
$ 1.31 1.28 1.17
4,159,692 3,223,481 57,504
Band 0 2011 2010
$ 1.31 1.18
$ 1.35 1.31
963,099 456,364
American Century® Livestrong 2020 Class A Band 125 2011 2010 2009
$ 1.30 1.18 1.00 (05/01/09)
$ 1.32 1.30 1.18
6,921,485 3,624,796 1,640,323
Band 0 2011 2010
$ 1.33 1.19
$ 1.36 1.33
407,867 706,836
American Century® Livestrong 2020 Investor Class Band 125 2011 2010
$ 1.31 1.18
$ 1.32 1.31
6,448,379 3,499,128
Band 0 2011 2010
$ 1.33 1.19
$ 1.37 1.33
837,155 414,566
American Century® Livestrong 2025 Class A Band 125 2011 2010 2009
$ 1.33 1.20 1.00 (05/01/09)
$ 1.33 1.33 1.20
7,831,506 3,897,760 1,218,992
Band 0 2011 2010
$ 1.36 1.21
$ 1.38 1.36
475,952 416,007
American Century® Livestrong 2025 Investor Class Band 125 2011 2010 2009
$ 1.33 1.20 1.00 (05/01/09)
$ 1.34 1.33 1.20
5,098,654 3,517,307 31,934
Band 0 2011
$ 1.36
$ 1.39
891,632
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010
1.21
American Century® Livestrong 2030 Class A Band 125 2011 2010 2009
$ 1.35 1.21 1.00 (05/01/09)
1.36
$ 1.35 1.35 1.21
534,233
6,029,404 3,505,132 1,108,217
47
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010
$ 1.38 1.22
$ 1.39 1.38
109,663 534,233
American Century® Livestrong 2030 Investor Class Band 125 2011 2010
$ 1.36 1.22
$ 1.36 1.36
4,394,880 2,261,026
Band 0 2011 2010
$ 1.39 1.23
$ 1.40 1.39
642,417 390,699
American Century® Livestrong 2035 Class A Band 125 2011 2010 2009
$ 1.38 1.23 1.00 (05/01/09)
$ 1.37 1.38 1.23
5,888,624 3,149,445 1,125,320
Band 50 2011 2010
$ 1.40 1.24
$ 1.40 1.40
3,238 793
Band 0 2011 2010
$ 1.41 1.24
$ 1.42 1.41
176,108 131,553
American Century® Livestrong 2035 Investor Class Band 125 2011 2010 2009
$ 1.39 1.23 1.00 (05/01/09)
$ 1.38 1.39 1.23
3,738,218 1,713,746 3,892
Band 0 2011 2010
$ 1.42 1.24
$ 1.43 1.42
569,856 314,942
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
American Century® Livestrong 2040 Class A Band 125 2011 2010 2009
$ 1.41 1.25 1.00 (05/01/09)
$ 1.39 1.41 1.25
4,146,440 2,352,543 559,321
Band 0 2011 2010
$ 1.44 1.26
$ 1.44 1.44
153,824 281,155
American Century® Livestrong 2040 Investor Class Band 125 2011 2010
$ 1.42 1.25
$ 1.40 1.42
3,619,020 1,559,523
Band 0 2011 2010
$ 1.45 1.26
$ 1.44 1.45
488,754 272,970
48
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Century® Livestrong 2045 Class A Band 125 2011 2010 2009
$ 1.42 1.25 1.00 (05/01/09)
$ 1.39 1.42 1.25
2,486,219 1,164,565 355,157
Band 0 2011 2010
$ 1.45 1.26
$ 1.44 1.45
136,843 127,298
American Century® Livestrong 2045 Investor Class Band 125 2011 2010 2009
$ 1.43 1.26 1.00 (05/01/09)
$ 1.40 1.43 1.26
1,743,664 823,793 9,971
Band 0 2011
$ 1.46
$ 1.45
339,694
American Century® Livestrong 2050 Class A Band 125 2011
$ 1.43
$ 1.40
1,607,667
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010 2009
1.26 1.00 (05/01/09)
1.43 1.26
680,614 257,861
Band 0 2011 2010
$ 1.46 1.27
$ 1.45 1.46
124,534 127,298
American Century® Livestrong 2050 Investor Class Band 125 2011 2010
$ 1.44 1.26
$ 1.41 1.44
1,190,201 629,545
Band 0 2011 2010
$ 1.47 1.27
$ 1.46 1.47
227,082 127,230
American Century® Livestrong 2055 Class A Band 125 2011
$1.00 (04/01/11) $ 0.93
94,061
American Century® Livestrong 2055 Investor Class Band 125 2011
$1.00 (04/01/11) $ 0.93
16,185
Band 0 2011
$1.00 (04/01/11) $ 0.94
1,528
American Century® Livestrong Income Class A Band 125 2011 2010 2009
$ 1.25 1.15 1.00 (05/01/09)
$ 1.27 1.25 1.15
861,482 386,601 35,426
American Century® Livestrong Income Investor Class Band 125 2011 2010
$ 1.25 1.15
$ 1.28 1.25
1,726,001 394,579
49
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010
$ 1.28 1.16
14,095 3,832
American Century® Mid-Cap Value Class A Band 125 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.32 1.28
2011 2010 2009
$ 1.55 1.32 1.03
$ 1.52 1.55 1.32
688,606 77,429 59,773
Band 0 2011 2010
$ 1.59 1.34
$ 1.58 1.59
36,024 6,327
American Century® Mid-Cap Value Investor Class Band 125 2011 2010 2009
$ 1.56 1.32 1.03
$ 1.53 1.56 1.32
1,064,186 615,122 108,435
American Century® Real Estate Class A Band 125 2011 2010 2009 2008 2007 2006
$ 1.84 1.45 1.16 2.08 2.51 1.89
$ 2.03 1.84 1.45 1.16 2.08 2.51
748,646 1,061,530 860,977 644,022 514,912 847,313
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 2.04 1.59 1.25 2.22 2.64 1.89 1.65 1.29
$ 2.27 2.04 1.59 1.25 2.22 2.64 1.89 1.65
128,262 289,416 280,215 216,210 142,257 87,376 191,151 50,800
American Century® Select Class A Band 125 2011 2010 2009 2008 2007 2006
$ 1.12 0.99 0.74 1.25 1.06 1.08
$ 1.11 1.12 0.99 0.74 1.25 1.06
84,500 96,328 93,810 71,559 89,918 46,347
American Century® Real Estate Investor Class Band 125 2011 2010 2009 2008 2007
$ 0.76 0.60 0.48 0.85 1.00 (5/24/07)
$ 0.84 0.76 0.60 0.48 0.85
993,413 1,217,601 1,143,716 1,660,372 1,106,259
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
50
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Century® Select Investor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.19 1.94 1.46 2.44 2.03 2.10 2.10 1.99 1.61 2.11
$ 2.20 2.19 1.94 1.46 2.44 2.03 2.10 2.10 1.99 1.61
14,460 15,330 15,022 13,636 1,279 2,919 20,250 14,757 107,703 91,651
American Century® Small-Cap Growth Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.49 1.16 0.94 1.65 1.35 1.21 1.17 1.00 (05/17/04)
$ 1.39 1.49 1.16 0.94 1.65 1.35 1.21 1.17
568,575 718,176 475,028 463,450 219,861 126,392 51,638 37,424
Band 100 2011 2010 2009 2008
$ 1.51 1.18 0.95 1.67
$ 1.42 1.51 1.18 0.95
1,289 1,200 914 579
American Century® Small-Cap Value Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 2.30 1.89 1.38 1.93 2.02 1.77 1.66 1.52
$ 2.12 2.30 1.89 1.38 1.93 2.02 1.77 1.66
350,672 251,731 138,759 90,831 74,618 189,914 131,828 78,721
Band 50 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2011 2010
$ 2.43 1.98
$ 2.25 2.43
42,889 7,942
Band 0 2011 2010
$ 2.54 2.05
$ 2.36 2.54
55,001 7,968
51
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Century® Small-Cap Value Fund Investor Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.46 2.01 1.47 2.05 2.13 1.87 1.75 1.45 1.08 1.23
$ 2.27 2.46 2.01 1.47 2.05 2.13 1.87 1.75 1.45 1.08
4,503,943 4,498,490 3,896,716 3,748,913 3,912,022 4,345,605 3,772,575 3,009,325 1,341,148 515,244
Band 0 2011 2010
$ 2.78 1.01 (05/01/03)
$ 2.59 2.78
210,246 154,247
American Century® Small Company Stock Class A Band 125 2011 2010 2009 2008 2007 2006
$ 1.79 1.43 1.20 1.97 2.13 2.06
$ 1.75 1.79 1.43 1.20 1.97 2.13
52,786 63,724 65,186 53,554 45,071 70,878
American Century® Strategic Allocation Aggressive Class A Band 125 2011 2010 2009 2008 2007
$ 1.72 1.52 1.22 1.87 1.65
$ 1.66 1.72 1.52 1.22 1.87
5,046,090 4,523,161 4,074,877 2,469,327 1,169,269
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2006 2005 2004
1.47 1.39 1.26
1.65 1.47 1.39
1,018,890 509,829 259,047
Band 100 2011 2010 2009 2008 2007
$ 1.75 1.54 1.24 1.89 1.67
$ 1.70 1.75 1.54 1.24 1.89
168,620 129,782 91,796 50,609 15,854
Band 50 2011 2010
$ 1.82 1.59
$ 1.77 1.82
21,354 23,810
Band 0 2011 2010
$ 1.90 1.65
$ 1.86 1.90
1,306,148 278,790
52
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Century® Strategic Allocation Aggressive Investor Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.51 1.33 1.07 1.64 1.45 1.28
$ 1.47 1.51 1.33 1.07 1.64 1.45
21,751,649 19,557,891 17.387,419 14,029,956 9,397,001 5,128,840
Band 0 2011 2010
$ 1.69 1.00 (05/31/02)
$ 1.65 1.69
417,435 422,965
American Century® Strategic Allocation Conservative Class A Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.42 1.31 1.16 1.40 1.32 1.23 1.20
$ 1.44 1.42 1.31 1.16 1.40 1.32 1.23
2,636,851 2,390,868 1,973,305 1,940,616 1,038,630 509,830 197,157
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2004
1.13
1.20
71,118
Band 100 2011 2010 2009 2008 2007
$ 1.44 1.33 1.18 1.41 1.33
$ 1.47 1.44 1.33 1.18 1.41
59,923 46,967 36,091 814 195
Band 0 2011 2010
$ 1.55 1.02 (05/01/03)
$ 1.60 1.55
170,685 69,102
American Century® Strategic Allocation Conservative Investor Class Band 125 2011 $ 1.36 2010 1.26 2009 1.11 2008 1.33 2007 1.26 2006 1.17
$ 1.39 1.36 1.26 1.11 1.33 1.26
5,027,788 5,064,756 4,838,273 3,844,730 2,278,412 2,033,865
Band 0 2011 2010
$ 1.51 1.38
$ 1.57 1.51
630,906 710,756
American Century® Strategic Allocation Moderate Class A Band 125 2011 2010 2009 2008 2007 2006
$ 1.60 1.44 1.21 1.66 1.52 1.39
$ 1.59 1.60 1.44 1.21 1.66 1.52
11,702,163 10,739,208 8,769,582 6,417,840 2,393,701 2,215,858
53
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 100 2011 2010 2009 2008 2007 2006
$ 1.63 1.47 1.23 1.67 1.53 1.37
299,200 426,668 4,563,198 4,113,686 2,568,262 918,644
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.62 1.63 1.47 1.23 1.67 1.53
2005 2004
1.31 1.21
1.37 1.31
1,347,923 586,339
Band 75 2011
$
$ 1.66
1,055,544
Band 50 2011 2010
$ 1.69 1.51
$ 1.69 1.69
12,803 11,866
Band 25 2011
$ 1.73
$ 1.73
Band 0 2011 2010
$ 1.77 1.57
$ 1.77 1.77
1,795,448 195,762
American Century® Strategic Allocation Moderate Investor Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.47 1.32 1.11 1.51 1.38 1.26
$ 1.46 1.47 1.32 1.11 1.51 1.38
38,073,248 35,016.804 33,699,497 28,417,955 16,260,633 6,700,797
Band 0 2011 2010
$ 1.64 1.46
$ 1.65 1.64
3,403,402 3,568,225
American Century® Ultra Investor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003
$ 2.37 2.06 1.54 2.68 2.23 2.33 2.31 2.11 1.70
$ 2.37 2.37 2.06 1.54 2.68 2.23 2.33 2.31 2.11
264,155 101,485 101,218 134,718 71,351 288,671 309,375 286,247 400.189
54
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units Outstanding at end of period
American Century® Ultra Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.33 1.16 0.87 1.51 1.26 1.32 1.32 1.21
$ 1.33 1.33 1.16 0.87 1.51 1.26 1.32 1.32
415,957 352,431 343,801 301,051 295,358 392,425 394,020 39,386
American Century® Vista Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.31 1.07 0.90 1.77 1.30 1.21 1.12 1.00 (05/17/04)
$ 1.19 1.31 1.07 0.90 1.77 1.30 1.21 1.12
462,849 690,815 664,856 594,598 363,477 765,754 134,549 36,669
American Century® Vista Investor Class Band 125 2011 2010 2009 2008 2007
$ 0.89 0.73 0.60 1.19 1.00 (5/24/07)
$ 0.81 0.89 0.73 0.60 1.19
2,801,852 2,921,488 4,516,523 4,323,447 1,149,784
American Century® VP Capital Appreciation Class I Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.59 2.00 1.48 2.78 1.93 1.67 1.38 1.30 1.09 1.41
$ 2.39 2.59 2.00 1.48 2.78 1.93 1.67 1.38 1.30 1.09
5,436,459 5,326,783 5,438,077 5,734,227 5,708,745 5,852,664 6,566,358 5,804,303 5,921.060 5,554,227
Band 25 2011 2010 2009 2008
$ 2.79 2.13 1.56 2.90
$ 2.60 2.79 2.13 1.56
0 203,738 139,222 74,014
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
55
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Funds® AMCAP Fund Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.05 0.94 0.69 1.12 1.06 1.00 (01/03/06)
$ 1.04 1.05 0.94 0.69 1.12 1.06
520,109 346,384 289,759 78.121 17,072 35,600
Band 0 2011 2010 2009 2008 2007 2006
$ 1.12 0.99 0.71 1.14 1.07 1.00
$ 1.12 1.12 0.99 0.71 1.14 1.07
576,480 532,092 438,577 295,455 0 150,144
American Funds® AMCAP Fund Class R4 Band 125 2011 2010 2009 2008 2007
$ 1.03 0.91 0.66 1.08 1.01
$ 1.02 1.03 0.91 0.66 1.08
3,264,427 303,037 212,653 157,584 104,507
American Funds American Balanced Fund Class R3 Band 125 2011 2010
$ 1.12 1.01
$ 1.14 1.12
683,659 49,487
American Funds® American Balanced Fund Class R4 Band 125 2011
$ 1.12
$ 1.15
579,339
American Funds® American High Income Trust Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.30 1.15 0.78 1.10 1.10 1.00 (01/03/06)
$ 1.30 1.30 1.15 0.78 1.10 1.10
2,499,787 2,401,359 1,826,547 697,641 314,645 1,475,241
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 0 2011 2010 2009 2008 2007
$ 1.38 1.20 0.81 1.13 1.12
$ 1.40 1.38 1.20 0.81 1.13
257,600 215,406 253,460 170,988 182,619
American Funds® American High Income Trust Class R4 Band 125 2011 2010 2009 2008 2007
$ 1.23 1.08 0.74 1.03 1.03
$ 1.24 1.23 1.08 0.74 1.03
6,472,828 6,414,398 6,246,660 5,119,549 4,650,304
56
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
American Funds® Capital World Growth and Income Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.14 1.08 0.83 1.36 1.18 1.00 (01/03/06)
$ 1.04 1.14 1.08 0.83 1.36 1.18
12,488,030 11,206,401 8,843,554 4,217,847 1,111,784 7,560,340
Band 100 2011 2010 2009 2008
$ 1.16 1.09 0.83 1.37
$ 1.06 1.16 1.09 0.83
29,164 25,192 48,493 9,357
Band 0 2011 2010 2009 2008 2007
$ 1.22 1.13 0.86 1.40 1.19
$ 1.12 1.22 1.13 0.86 1.40
1,183,845 720,831 556,583 373,765 256,098
American Funds® Capital World Growth and Income Class R4 Band 125 2011 2010
$ 1.04 0.98
$ 0.95 1.04
42,581,932 38,570,362
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008 2007 2006
0.75 1.23 1.06 1.00 (10/23/06)
0.98 0.75 1.23 1.06
30,937,527 25,084,924 17,556,300 324,332
Band 0 2011 2010
$ 1.10 1.02
$ 1.01 1.10
177,531 138,842
American Funds® EuroPacific Growth Fund Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.18 1.10 0.80 1.37 1.17 1.00 (01/03/06)
$ 1.01 1.18 1.10 0.80 1.37 1.17
13,803,526 10,279,349 7,169,202 2,810,044 1,131,501 4,192,819
Band 100 2011 2010 2009 2008 2007 2006
$ 1.20 1.11 0.81 1.38 1.17 1.00 (01/03/06)
$ 1.02 1.20 1.11 0.81 1.38 1.17
111,529 98,913 99,089 70,603 71,597 105,030
Band 50 2011 2010
$ 1.23 1.13
$ 1.05 1.23
142,239 13,733
57
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010 2009 2008 2007 2006
$ 1.26 1.15 0.83 1.40 1.18 1.00 (01/03/06)
$ 1.08 1.26 1.15 0.83 1.40 1.18
2,152,684 1,821,298 1,352,075 883,186 645,631 8,090
American Funds® EuroPacific Growth Fund Class R4 Band 125 2011
$ 1.09
$ 0.93
36,371,764
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010 2009 2008 2007 2006
1.01 0.73 1.25 1.06 1.00 (10/23/06)
1.09 1.01 0.73 1.25 1.06
31,739,094 20,960,447 11,869,197 9,653,523 95,172
American Funds Fundamental Investors Class R3 Band 125 2011 2010 2009 2008 2007
$ 1.01 0.90 0.69 1.16 1.04
$ 0.98 1.01 0.90 0.69 1.16
11,982,746 9,933,523 7,546,223 3,851,011 1,250,647
Band 100 2011 2010 2009
$ 1.02 0.91 0.69
$ 0.99 1.02 0.91
15,165 13,227 11,692
Band 50 2011 2010
$ 1.04 1.00 (01/03/06)
$ 1.02 1.04
60,589 27,095
Band 0 2011 2010 2009 2008 2007
$ 1.07 0.94 0.71 1.17 1.04
$ 1.04 1.07 0.94 0.71 1.17
1,151,468 524,482 303,084 149,014 85,995
American Funds® Fundamental Investors Class R4 Band 125 2011 2010 2009 2008 2007
$ 1.03 0.91 0.69 1.16 1.04
$ 0.99 1.03 0.91 0.69 1.16
11,057,642 8,695,445 6,345,382 5,503,285 3,440,101
American Funds® Intermediate Bond Fund of America Class R3 Band 125 2011 2010 2009 2008 2007
$ 1.11 1.07 1.02 1.05 1.01
$ 1.13 1.11 1.07 1.02 1.05
658,934 645,741 183,986 142,204 117,009
58
CONDENSED FINANCIAL INFORMATION (continued) Investment Account
Accumulation Unit Accumulation Value Unit Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation
at beginning of period
Value at end of period
Units Outstanding at end of period
Band 0 2011 2010 2009 2008 2007 2006
$ 1.18 1.13 1.06 1.08 1.03 1.02
$ 1.22 1.18 1.13 1.06 1.08 1.03
794,074 696,368 686,354 579,129 29,706 346,747
American Funds® Intermediate Bond Fund of America Class R4 Band 125 2011 2010 2009 2008 2007 2006
$ 1.11 1.07 1.02 1.06 1.02 1.01 (01/03/06)
$ 1.13 1.11 1.07 1.02 1.06 1.02
181,828 227,672 499,610 352,941 297,272 30,202
American Funds® New Perspective Class R3 Band 125 2011
$1.00 (06/23/11) $ 0.91
22,761
American Funds® New Perspective Class R4 Band 125 2011
$1.00 (06/23/11) $ 0.91
222,013
American Funds® Small-Cap World Class R3 Band 125 2011 2010 2009 2008
$ 0.90 0.74 0.48 0.97
$ 0.76 0.90 0.74 0.48
1,068,601 1,073,473 449,350 121,503
Band 0 2011 2010
$ 0.93 1.00 (11/12/07)
$ 0.80 0.93
18,900 16,340
American Funds® Small-Cap World Class R4 Band 125 2011 2010 2009
$ 0.91 0.73 0.49
$ 0.77 0.91 0.73
145,574 75,128 36,687
American Funds® The Growth Fund of America Class R3 Band 125 2011 2010 2009 2008 2007
$ 1.03 0.93 0.70 1.17 1.07
$ 0.96 1.03 0.93 0.70 1.17
20,086,485 19,453,538 15,600,965 8,157,308 2,932,706
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2006
1.00 (01/03/06)
Band 100 2011 2010 2009 2008 2007 2006
$ 1.04 0.94 0.71 1.18 1.08 1.05
1.07 $ 0.98 1.04 0.91 0.71 1.18 1.08
3,947,513 98,082 86,557 95,688 67,386 55,479 78,710
59
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010
$ 1.07 1.00 (01/03/06)
$ 1.01 1.07
0 72,709
Band 0 2011 2010 2009 2008 2007
$ 1.10 0.98 0.73 1.20 1.09
$ 1.04 1.10 0.98 0.73 1.20
1,053,971 1,259,135 855,642 640,240 599,249
American Funds® The Growth Fund of America Class R4 Band 125 2011 2010 2009 2008 2007 2006
$ 1.00 0.90 0.68 1.13 1.03 1.00 (10/23/06)
$ .94 1.00 0.90 0.68 1.13 1.03
33,456,196 32,126,640 27,676,882 22,472,499 23,216,994 1,364,103
Band 0 2011 2010
$ 1.05 1.00 (01/03/06)
$ 1.00 1.05
6,365,220 7,261,795
American: Funds® Washington Mutual Investors Class R3 Band 125 2011 2010
$ 1.13 1.01
$ 1.19 1.13
270,357 9,329
American Funds Washington Mutual Investors Class R4 Band 125 2011 2010
$ 1.13 1.01
$ 1.19 1.13
656 59
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Ariel Fund Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.40 1.12 0.70 1.36 1.40 1.29 1.29 1.07 0.85 1.00
$ 1.22 1.40 1.12 0.70 1.36 1.40 1.29 1.29 1.07 0.85
596,422 620,110 583,343 699,721 902,727 1,074,915 1,297,362 1,589.544 360,936 97,409
60
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Ariel Appreciation Fund Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.44 1.22 0.76 1.29 1.33 1.21 1.19 1.07 0.83 1.00
$ 1.32 1.44 1.22 0.76 1.29 1.33 1.21 1.19 1.07 0.83
449,147 455,729 449,491 509,627 1,003,464 1,108,088 1,338,481 1,295,388 587,395 82,132
BlackRock Global Allocation Institutional Class Band 125 2011 2010 2009
$ 1.32 1.22 1.00 (05/01/09)
$ 1.26 1.32 1.22
506,406 257,662 6,944
BlackRock Global Allocation Retirement Class Band 125 2011 2010 2009
$ 1.31 1.21 1.00 (05/01/09)
$ 1.24 1.31 1.21
1,461,933 593,215 243,203
Band 0
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2011 2010
$ 1.34 1.00 (05/01/09)
$ 1.28 1.34
232,977 227,684
BlackRock Small-Cap Growth Equity Institutional Class Band 125 2011 2010 2009
$ 1.56 1.29 1.00 (05/01/09)
$ 1.55 1.56 1.29
746,434 240,773 120,601
Calvert Income Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.36 1.30 1.13 1.30 1.25 1.21 1.18 1.05 1.01 1.00
$ 1.38 1.36 1.30 1.13 1.30 1.25 1.21 1.18 1.05 1.01
7,341,185 6,852,140 8,111,187 8,418,804 8,056,946 6,049,183 4,664,735 3,691,036 460,417 232,814
61
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Calvert Small-Cap Value Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.09 0.72 0.62 0.95 0.97 0.98 1.09 1.01 0.75 1.00
$ 1.03 1.09 0.72 0.62 0.95 0.97 0.98 1.09 1.01 0.75
162,228 176,375 213,747 192,068 175,128 163,022 124,291 97,729 38,884 4,870
Calvert Social Mid-Cap Growth Class A Band 125 2011 2010 2009
$ 2.52 1.94 1.49
$ 2.55 2.52 1.94
2,493,785 2,427,176 2,423,476
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2008 2007 2006 2005 2004 2003 2002
2.40 2.21 2.09 2.11 1.95 1.50 2.12
1.49 2.40 2.21 2.09 2.11 1.95 1.50
2,588,764 2,831,178 3,698,863 5,906,245 6,184,602 5,545,655 4,777,927
Calvert Equity Portfolio Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.29 1.12 0.85 1.33 1.23 1.13 1.10 1.04 0.86 1.00
$ 1.25 1.29 1.12 0.85 1.33 1.23 1.13 1.10 1.04 0.86
1,159,596 567,229 504,212 439,777 391,360 403,306 359,921 403,799 347,485 333,520
Band 50 2011
$ 1.37
$ 1.33
2,189
Columbia Mid-Cap Index Fund Class A Band 125 2011 2010 2009
$ 1.05 0.84 0.62
$ 1.01 1.05 0.84
4,820,497 3,023,079 121,423
Band 0 2011 2010
$ 1.09 .86
$ 1.07 1.09
324,618 389,883
62
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Columbia Small-Cap Index Fund Class A Band 125 2011 2010 2009 2008
$ 1.01 0.82 0.66 0.97
4,340,079 1,875,633 63,922 5,055
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.01 1.01 0.82 0.66
Band 0 2011 2010
$ 1.05 .84
$ 1.06 1.05
347,893 421,324
CRM Mid-Cap Value Investor Class Band 125 2011 2010 2009
$ 1.45 1.24 1.00 (05/01/09)
$ 1.33 1.45 1.24
316,585 257,232 230,195
2011
$1.00 (06/23/ 11)
$ 0.78
283,839
DFA Global Equity Class R2 Band 125 2011
$1.00 (06/23/11) $ 0.90
2,742
DFA International Value Class R2 Band 125 2011
$1.00 (06/23/11) $ 0.82
2,156
DFA U.S. Targeted Value Class R2 Band 125 2011
$1.00 (06/23/11) $ 0.91
30,387
DFA Emerging Markets Value Class R2 Band 125
DWS Alternative Asset Allocation Plus Class A Band 125 2011 2010
$ 1.36 1.22
$ 1.29 1.36
4,594 1,856
Band 0 2011 2010 2009
$ 1.39 1.23 1.00 (05/01/09)
$ 1.34 1.39 1.23
11,080 20,809 96
DWS Dreman Large Cap Value Class A Band 125 2011 2010
$ 1.13 1.00 (05/27/10)
$ 1.11 1.13
194,845 67,282
DWS Dreman Mid Cap Value Fund Class A Band 125 2011 2010
$ 1.53 1.30
$ 1.42 1.53
2,715 2,598
DWS Dreman Mid Cap Value Fund Class S Band 125 2011
$ 1.54
$ 1.43
45
63 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
DWS Dreman Small-Cap Value Class A Band 125 2011 2010 2009
$ 1.54 1.31 1.00 (05/01/09)
$ 1.36 1.54 1.31
185,312 108,134 62,698
Band 0 2011 2010
$ 1.57 1.32
$ 1.41 1.57
44,371 6,160
DWS Dreman Small-Cap Value Class S Band 125 2011 2010 2009
$ 1.54 1.31 1.00 (05/01/09)
$ 1.37 1.54 1.31
36,903 40,674 13,710
DWS RREEF Real Estate Securities Class A Band 125 2011
$1.00 (06/23/11) $ 1.00
9,538
Band 0 2011
$1.00 (06/23/11) $ 1.00
200,962
DWS RREEF Real Estate Securities Class S Band 125 2011
$1.00 (06/23/11) $ 1.00
309,548
DWS Strategic Government Securities Class A Band 125 2011
$1.00 (06/23/11) $ 1.03
12,247
DWS Strategic Government Securities Class S Band 125 2011
$1.00 (06/23/11) $ 1.03
131,711
Fidelity® Advisor Diversified International Fund Class T Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.82 1.69 1.39 2.42 2.24 1.95 1.66 1.42
Fidelity® Advisor Dividend Growth Class T Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.55 1.82 1.69 1.39 2.42 2.24 1.95 1.66
66,949 82,682 85,749 106,914 120,628 200,529 243,824 235,525
Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003
$ 1.41 1.18 0.78 1.41 1.43 1.27 1.25 1.20 1.00 (05/01/03)
$ 1.26 1.41 1.18 0.78 1.41 1.43 1.27 1.25 1.20
442,190 335,381 464,760 292,927 300,611 322,401 281,087 34,289 335,381
64
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 100 2011 2010 2009 2008
$ 1.43 0.79 1.43 1.44
$ 1.29 1.43 0.79 1.43
1,792 8,747 6,715 33,701
Fidelity® Advisor Equity Growth Fund Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.17 0.96 0.76 1.46 1.17 1.17
$ 1.16 1.17 0.96 0.76 1.46 1.17
512,896 523,949 501,550 340,137 226,857 36,471
Band 50 2011 2010 2009 2008 2007 2006 2005
$ 1.23 1.00 0.79 1.50 1.20 1.12 1.07
$ 1.22 1.23 1.00 0.79 1.50 1.20 1.12
671,968 672,312 577,242 515,867 488,499 473,800 1,663
Fidelity® Advisor Equity Income Fund Class T Band 125 2011 2010 2009 2008
$ 1.40 1.25 1.02 1.75
$ 1.39 1.40 1.25 1.02
400,737 491,198 405,974 332,880
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2007 2006
1.71 1.66
1.75 1.71
265,126 185,051
Band 50 2011 2010 2009 2008 2007 2006
$ 1.48 1.31 1.06 1.80 1.75 1.69
$ 1.48 1.48 1.31 1.06 1.80 1.75
344,040 329,502 288,245 267,247 210,987 185,955
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.55 1.37 1.10 1.87 1.80 1.54 1.41 1.28
$ 1.56 1.55 1.37 1.10 1.87 1.80 1.54 1.41
33,784 28,514 22,644 15,455 11,326 5,654 142,901 42,044
Fidelity® Advisor Freedom 2010 Fund Class A Band 125 2011
$ 1.01
$ 0.99
1,821,914
65
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Fidelity® Advisor Freedom 2010 Fund Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.17 1.06 0.85 1.18 1.12 1.09
$ 1.15 1.17 1.06 0.85 1.18 1.12
6,003,149 6,149,228 6,463,555 4,472,109 2,560,297 557,192
Band 100 2011 2010 2009 2008 2007
$ 1.18 1.07 0.86 1.19 1.12
$ 1.17 1.18 1.07 0.86 1.19
539,122 564,987 537,044 554,361 7,983
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2006
1.09
1.12
3,574
Band 0 2011 2010 2009 2008 2007 2006 2005
$ 1.26 1.12 0.90 l.22 1.14 1.05 1.00 (03/01/05)
$ 1.25 1.26 1.12 0.90 l.22 1.14 1.05
874,492 965,926 917,807 503,935 224,594 130,182 20,259
Fidelity® Advisor Freedom 2015 Fund Class A Band 125 2011 2010 2009 2008 2007
$ 0.99 0.89 0.72 1.01 1.00 (05/24/07)
$ 0.97 0.99 0.89 0.72 1.01
3,817,018 3,432,413 2,665,547 1,782,229 85,021
Fidelity® Advisor Freedom 2015 Fund Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.18 1.06 0.85 1.21 1.14 1.11
$ 1.15 1.18 1.06 0.85 1.21 1.14
14,122,945 13,833,358 13,248,548 6,035,674 2,212,996 716,296
Band 100 2011 2010 2009 2008 2007 2006
$ 1.19 1.07 0,86 1.22 1.14 1.11
$ 1.17 1.19 1.07 0.86 1.22 1.14
22,097 18,844 13,065 11,743 4,990
Band 50 2011 2010 2009
$ 1.23 1.10 0.88
$ 1.21 1.23 1.10
28,895 6,118 390
66
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Band 0 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units Outstanding at end of period
2011 2010 2009 2008 2007 2006 2005
$ 1.26 1.13 0.90 1.25 1.17 1.06 1.00 (03/01/05)
$ 1.25 1.26 1.13 0.90 1.25 1.17 1.06
715,419 577,339 510,765 285,007 197,677 125,500 93,903
Fidelity® Advisor Freedom 2020 Fund Class A Band 125 2011 2010 2009 2008 2007
$ 0.95 0.84 0.66 1.01 1.00 (05/24/07)
$ 0.92 0.95 0.84 0.66 1.01
8,467,230 7,850,754 6,276,457 5,851,998 4,077,984
Fidelity® Advisor Freedom 2020 Fund Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.15 1.03 0.81 1.23 1.16 1.12
$ 1.12 1.15 1.03 0.81 1.23 1.16
14,968,176 14,644,737 13,736,268 8,317,685 3,336,131 1,538,751
Band 100 2011 2010 2009 2008 2007 2006
$ 1.17 1.04 0.81 1.24 1.16 1.13
$ 1.14 1.17 1.04 0.81 1.24 1.16
939,111 968,898 944,832 879,690 9,727 4,847
Band 50 2011 2010 2009
$ 1.20 1.07 0.83
$ 1.18 1.20 1.07
179,774 150,356 3,654
Band 0 2011 2010 2009 2008 2007 2006 2005
$ 1.24 1.09 0.85 1.28 1.18 1.06 1.00 (03/1/05)
$ 1.22 1.24 1.09 0.85 1.28 1.18 1.06
2,838,097 2,584,253 2,192,200 1,369,723 812,343 137,107 39,697
Fidelity® Advisor Freedom 2025 Fund Class A Band 125 2011 2010 2009
$ 0.94 0.83 0.64
$ 0.91 0.94 0.83
3,576,781 2,682,291 1,496,904
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2008 2007
1.01 1.00 (05/24/07)
0.64 1.01
1,056,870 283,663
67
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Fidelity® Advisor Freedom 2025 Fund Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.15 1.02 0.79 1.25 1.16 1.13
$ 1.11 1.15 1.02 0.79 1.25 1.16
11,460,614 11,007,201 9,647,630 4,571,759 1,484,817 561,912
Band 100 2011 2010 2009 2008 2007 2006
$ 1.17 1.03 0.80 1.25 1.17 1.13
$ 1.13 1.17 1.03 0.80 1.25 1.17
44,190 36,181 23,181 22,031 14,350
Band 50 2011
$ 1.21
$ 1.17
4,234
Band 0 2011 2010 2009 2008 2007 2006 2005
$ 1.24 1.09 0.83 1.29 1.19 1.07 1.00 (03/1/05)
$ 1.21 1.24 1.09 0.83 1.29 1.19 1.07
1,514,004 1,020,401 776,029 463,578 226,462 119,376 20,815
Fidelity® Advisor Freedom 2030 Fund Class A Band 125 2011 2010 2009 2008 2007
$ 0.90 0.79 0.61 1.01 1.00 (05/24/07)
$ 0.86 0.90 0.79 0.61 1.01
4,088,285 2,621,333 1,751,673 1,135,535 166,049
Fidelity® Advisor Freedom 2030 Fund Class T Band 125 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2011 2010 2009 2008 2007 2006
$ 1.12 0.99 0.76 1.27 1.18 1.14
$ 1.07 1.12 0.99 0.76 1.27 1.18
12,479,745 11,727,878 10,790,182 6,118,305 1,852,672 907,740
Band 100 2011 2010 2009 2008 2007 2006
$ 1.14 1.00 0.77 1.28 1.19 1.15
$ 1.09 1.14 1.00 0.77 1.28 1.19
607,081 651,049 718,274 651,510 7,111 2,955
Band 50 2011 2010
$ 1.17 1.03
$ 1.13 1.17
13,262 2,144
68
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010 2009 2008 2007 2006
$ 1.21 1.05 0.80 1.32 1.21 1.07
$ 1.17 1.21 1.05 0.80 1.32 1.21
2,180,406 2,041,411 1,904,528 1,192,093 966,196 264,262
Fidelity® Advisor Freedom 2035 Fund Class A Band 125 2011 2010 2009 2008 2007
$ 0.90 0.78 0.60 1.01 1.00 (05/24/07)
$ 0.84 0.90 0.78 0.60 1.01
2,325,622 1,660,960 1,296,234 750,125 132,511
Fidelity® Advisor Freedom 2035 Fund Class T Band 125 2011 2010 2009 2008 2007
$ 1.12 0.99 0.76 1.27 1.18
$ 1.06 1.12 0.99 0.76 1.27
7,923,041 7,328,957 5,819,277 2,636,351 600,825
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2006
1.14
1.18
245,057
Band 100 2011 2010 2009 2008 2007 2006
$ 1.14 1.00 0.76 1.28 1.19 1.15
$ 1.07 1.14 1.00 0.76 1.28 1.19
34,521 32,749 28,530 21,693 13,727
Band 50 2011 2010
$ 1.17 1.02
$ 1.11 1.17
5,519 1,059
Band 0 2011 2010 2009 2008 2007 2006
$ 1.21 1.05 0.79 1.32 1.21 1.07
$ 1.15 1.21 1.05 0.79 1.32 1.21
1,574,114 1,423,094 1,266,070 865,943 318,069 159,956
Fidelity® Advisor Freedom 2040 Fund Class A Band 125 2011 2010 2009 2008 2007
$ 0.88 0.77 0.59 1.00 1.00 (05/24/07)
$ 0.83 0.88 0.77 0.59 1.00
2,321,272 1,864,385 1,603,816 1,239,789 494,492
69
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Fidelity® Advisor Freedom 2040 Fund Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.12 0.98 0.75 1.28 1.19 1.15
$ 1.05 1.12 0.98 0.75 1.28 1.19
8,912,034 8,528,921 7,610,841 4,208,970 1,399,390 658,411
Band 100 2011
$ 1.13
$ 1.07
142,167
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010 2009 2008 2007 2006
0.99 0.75 1.29 1.20 1.15
1.13 0.99 0.75 1.29 1.20
142,760 136,320 113,361 8,468 3,297
Band 50 2011 2010
$ 1.17 1.01
$ 1.10 1.17
15,695 236
Band 0 2011 2010 2009 2008 2007 2006
$ 1.20 1.04 0.78 1.33 1.22 1.07
$ 1.14 1.20 1.04 0.78 1.33 1.22
4,250,155 3,678,833 3,159,009 1,811,399 1,252,423 386,584
Fidelity® Advisor Freedom 2045 Fund Class A Band 125 2011 2010 2009 2008 2007
$ 0.88 0.76 0.58 1.00 1.00 (05/24/07)
$ 0.82 0.88 0.76 0.58 1.00
1,257,261 759,449 515,640 178,063 98
Fidelity® Advisor Freedom 2045 Fund Class T Band 125 2011 2010 2009 2008 2007
$ 0.87 0.76 0.58 1.00 1.00 (05/24/07)
$ 0.81 0.87 0.76 0.58 1.00
4,278,125 3,833,729 2,900,608 822,566 69,990
Band 50 2011 2010
$ 0.89 1.00 (05/24/07)
$ 0.84 0.89
4,775 398
Band 0 2011 2010 2009 2008 2007
$ 0.91 0.79 0.59 1.01 1.00 (05/24/07)
$ 0.86 0.91 0.79 0.59 1.01
1,128,954 862,059 676,115 131,630 45,628
70
CONDENSED FINANCIAL INFORMATION (continued) Investment Account
Accumulation Unit Accumulation Value Unit Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation
at beginning of period
Value at end of period
Units Outstanding at end of period
Fidelity® Advisor Freedom 2050 Fund Class A Band 125 2011 2010 2009 2008 2007
$ 0.87 0.75 0.57 1.01 1.00 (05/24/07)
$ 0.81 0.87 0.75 0.57 1.01
990,950 728,315 599,089 192,746 1,220
Fidelity® Advisor Freedom 2050 Fund Class T Band 125 2011 2010 2009 2008 2007
$ 0.86 0.75 0.57 1.00 1.00 (05/24/07)
$ 0.80 0.86 0.75 0.57 1.00
2,777,533 2,559,055 1,915,456 763.226 8,809
Band 100 2011 2010 2009 2008
$ 0.87 0.76 0.57 1.01
$ 0.81 0.87 0.76 0.57
30,848 7,154 5,172 4,719
Band 50 2011 2010
$ 0.88 .77
$ 0.83 0.88
25,855 19,278
Band 0 2011 2010 2009 2008 2007
$ 0.90 0.78 0.58 1.01 1.00 (05/24/07)
$ 0.85 0.90 0.78 0.58 1.01
847,405 583,546 469,356 98,233 17,795
Fidelity® Advisor Freedom Income Fund Class A Band 125 2011 2010 2009 2008 2007
$ 1.07 1.01 0.87 1.02 1.00 (05/24/07)
$ 1.08 1.07 1.01 0.87 1.02
333,273 95,633 130,652 84,260 15,111
Fidelity® Advisor Freedom Income Fund Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.15 1.09 0.94 1.10 1.06 1.05
$ 1.16 1.15 1.09 0.94 1.10 1.06
903,555 1,059,514 1,142,830 827,093 218,421 76,620
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 0 2011 2010 2009 2008
$ 1.24 1.15 0.98 1.14
$ 1.26 1.24 1.15 0.98
7,593 7,098 2,768 5,193
71
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Fidelity® Advisor Growth & Income Class T Band 125 2011 2010 2009 2008 2007
$ 1.26 1.12 0.90 1.56 1.42
$ 1.26 1.26 1.12 0.90 1.56
85,428 79,843 62,255 61,556 28,956
Band 100 2011 2010 2009 2008
$ 1.28 1.14 0.91 1.58
$ 1.29 1.28 1.14 0.91
28,010 22,828 19,714 16,921
Fidelity® Advisor Growth Opportunities Fund Class T Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.16 0.95 0.65 1.48 1.22 1.18 1.10 1.00 (5/01/04)
$ 1.16 1.16 0.95 0.65 1.48 1.22 1.18 1.10
187,626 262,484 190,108 205,633 106,976 61,636 43,832 22,265
Fidelity® Advisor International Capital Appreciation Fund Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.31 1.15 0.75 1.55 1.51 1.33
$ 1.13 1.31 1.15 0.75 1.55 1.51
872 872 1,009 1,009 1,009 1,201
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2005
1.19
1.33
1,204
Fidelity® Advisor Leveraged Company Stock Fund Class A Band 125 2011 2010 2009 2008 2007
$ 1.10 0.89 0.57 1.24 1.05
$ 0.97 1.10 0.89 0.57 1.24
2,206,045 2,831,233 2,865,736 2,484,309 1,371,276
Fidelity® Advisor Leveraged Company Stock Fund Class T Band 125 2011 2010 2009 2008 2007
$ 1.09 0.89 0.56 1.24 1.05
$ 0.96 1.09 0.89 0.56 1.24
3,386,647 4,070,345 3,676,663 2,596,337 585,312
Band 0 2011 2010 2009 2008
$ 1.14 0.92 0.58 1.25
$ 1.02 1.14 0.92 0.58
416,244 378,022 445,061 311,309
72
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Fidelity® Advisor Mid-Cap Fund Class T Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.72 1.40 0.97 2.07 1.91 1.71 1.60 1.00 (05/01/04)
$ 1.61 1.72 1.40 0.97 2.07 1.91 1.71 1.60
49,814 140,395 135,266 137,379 106,820 221,613 188,332 137,117
Fidelity® Advisor New Insights Fund Class A Band 125 2011 2010
$ 1.16 1.00 (05/27/10)
$ 1.14 1.16
1,055,379 644,700
Fidelity® Advisor New Insights Fund Class T Band 125 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2011 2010 2009 2008 2007 2006
$ 1.36 1.19 0.93 1.53 1.29 1.20 (01/01/06)
$ 1.32 1.36 1.19 0.93 1.53 1.29
3,674,789 2,534,440 1,673,112 946,901 683,490 645,014
Band 100 2011 2010 2009 2008
$ 1.38 1.20 0.94 1.54
$ 1.34 1.38 1.20 0.94
28,976 26,747 23,541 20,574
Band 0 2011 2010 2009
$ 1.45 1.26 0.98
$ 1.44 1.45 1.26
152,877 20,385 7,046
Fidelity® Advisor Overseas Fund Class T Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.42 1.27 1.02 1.82 1.58 1.34 1.19 1.00 (05/01/04)
$ 1.15 1.42 1.27 1.02 1.82 1.58 1.34 1.19
0 0 709 709 25,807 33,048 35,351 27,501
Fidelity® Advisor Real Estate Class A Band 125 2011
$1.00 (06/23/11) $ 0.99
76,086
Fidelity® Advisor Real Estate Class T Band 125 2011
$1.00 (06/23/11) $ 0.99
83,192
73
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Fidelity® Advisor Small Cap Fund Class T Band 125 2011 2010
$ 2.30 1.98
4,291,424 3,920,948
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 2.16 2.30
2009 2008 2007 2006
1.57 2.18 1.96 1.91
1.98 1.57 2.18 1.96
3,485,504 2,403,529 1,663,929 1,501,628
Band 100 2011 2010 2009 2008
$ 2.34 2.01 1.59 2.20
$ 2.20 2.34 2.01 1.59
6,677 3,762 56 56
Band 50 2011 2010 2009 2008 2007 2006
$ 2.43 2.07 1.63 2.25 2.01 1.96
$ 2.29 2.43 2.07 1.63 2.25 2.01
145,508 131,346 120,694 100,859 86,109 72,646
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 2.55 2.17 1.70 2.33 2.07 1.88 1.71 1.40
$ 2.42 2.55 2.17 1.70 2.33 2.07 1.88 1.71
886,178 922,902 222,548 177,289 151,529 99,627 951,945 156,850
Fidelity® Advisor Stock Selector All Cap Class T Band 125 2011 2010 2009 2008 2007 2006
$ 1.39 1.18 .88 1.50 1.44 1.38
$ 1.30 1.39 1.18 0.88 1.50 1.44
138,537 150,851 119,672 112,995 116,848 33,701
Fidelity® Advisor Strategic Income Class A Band 125 2011
$ 0.99
$ 1.02
36,613
74
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units
Outstanding at end of period Fidelity® VIP Asset Manager Portfolio Initial Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.51 2.23 1.75 2.48 2.18 2.05 2.00 1.92 1.65 1.83
$ 2.42 2.51 2.23 1.75 2.48 2.18 2.05 2.00 1.92 1.65
12,831,857 13,585,774 14,197,930 17,731,161 21,773,695 38,564,135 47,580,876 53,440,839 53,469,759 53,227,198
Fidelity® VIP II Contrafund Initial Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 3.95 3.41 2.55 4.48 3.86 3.50 3.03 2.66 2.09 2.34
$ 3.80 3.95 3.41 2.55 4.48 3.86 3.50 3.03 2.66 2.09
32,359,083 32,560,393 32,881,002 31,683,364 32,479,446 32,833,793 30,816,784 27,908,961 24,779,179 22,973,191
Fidelity® VIP Equity Income Initial Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.43 2.14 1.66 2.94 2.93 2.47 2.36 2.15 1.67 2.03
$ 2.43 2.43 2.14 1.66 2.94 2.93 2.47 2.36 2.15 1.67
4,723,467 5,385,567 6,387,962 7,234,640 9,078,869 10,373,448 11,535,651 12,527,048 12,481,643 12,196,544
Fidelity® VIP Growth Initial Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 2.88 2.35 1.85 3.55 2.83 2.69 2.57
$ 2.85 2.88 2.35 1.85 3.55 2.83 2.69
14,924,090 15,922,250 18,242,525 21,610,721 23,329,762 34,607,912 49,590,284
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2004 2003 2002
2.52 1.92 2.78
2.57 2.52 1.92
55,678,581 54,510,681 52,130,625
75
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Fidelity® VIP High Income Initial Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.11 1.87 1.32 1.78 1.75 1.60 1.57 1.45 1.16 1.13
$ 2.16 2.11 1.87 1.32 1.78 1.75 1.60 1.57 1.45 1.16
5,140,377 6,373,345 7,679,918 6,774,034 6,531,703 9,787,076 14,635,686 16,110,565 17,118,909 16,007,137
Fidelity® VIP Overseas Initial Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.29 2.05 1.64 2.95 2.55 2.19 1.86 1.66 1.17 1.49
$ 1.87 2.29 2.05 1.64 2.95 2.55 2.19 1.86 1.66 1.17
6,019,811 6,441,568 7,466,477 8,249,701 9,087,874 13,218,820 15,890,022 16,014,534 14,430,463 13,464,244
Fifth Third All Cap Value Class A Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.15 1.01 0.81 1.39 1.38 1.17 1.10
$ 1.08 1.15 1.01 0.81 1.39 1.38 1.17
232,601 318,858 304,604 301,198 327,148 38,090 5,091
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Fifth Third Mid-Cap Growth Class A Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.37 1.06 0.77 1.43 1.33 1.23 1.12
$ 1.40 1.37 1.06 0.77 1.43 1.33 1.23
117,352 45,725 26,160 77,969 305,372 5,199 2,316
Fifth Third Quality Growth Class A Band 125 2011 2010 2009 2008 2007
$ 1.20 1.08 0.84 1.36 1.14
$ 1.19 1.20 1.08 0.84 1.36
11,682 22,739 17,318 14,960 329
76
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Fifth Third Strategic Income Class A Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.31 1.18 0.87 1.12 1.13 1.08 1.09
$ 1.37 1.31 1.18 0.87 1.12 1.13 1.08
174,043 188,776 159,633 31,218 16,769 29,588 585
Franklin Flex Cap Growth Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.46 1.27 0.96 1.53 1.34 1.29 1.23 1.11
$ 1.38 1.46 1.27 0.96 1.53 1.34 1.29 1.23
1,781,581 1,072,172 869,746 607,489 320,219 263,789 187,889 92,544
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 0 2011 2010
$ 1.60 1.38
Franklin Growth Retirement Class Band 0 2011
$ 1.53 1.60
$1.00 (06/23/11) $ 0.98
156,380 23,179
17,950
Franklin Small-Cap Value Class A Band 125 2011 2010 2009 2008 2007
$ 1.08 0.86 0.66 1.00 1.04
$ 1.03 1.08 0.86 0.66 1.00
193,727 136,988 119,602 115,329 3,554
Franklin Small-Cap Value Retirement Class Band 125 2011 2010 2009 2008 2007 2011 2010 2009 2008 2007
$ 1.07 0.85 0.66 0.99 1.04 1.13 0.89 0.68 1.01 1.04
$ 1.01 1.07 0.85 0.66 0.99 1.08 1.13 0.89 0.68 1.01
1,069,292 1,014,930 775,651 354,615 125,943 137,854 154,106 138,740 110,000 59,000
77
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Franklin Small-Mid-Cap Growth Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.51 1.19 0.85 1.50 1.36 1.28 1.18
165,477 131,161 164,670 98,293 71,225 36,175 6,061
Franklin Templeton Strategic Income Class A Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.42 1.51 1.19 0.85 1.50 1.36 1.28
Band 125 2011
$1.00 (06/23/11) $ 0.98
6,614
Franklin Templeton Strategic Income Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.52 1.39 1.12 1.28 1.23 1.16
$ 1.53 1.52 1.39 1.12 1.28 1.23
3,563,035 3,200,435 2,585,525 1,891,166 1,616,840 344,427
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.66 1.50 1.20 1.35 1.28 1.19 1.15 1.06
$ 1.70 1.66 1.50 1.20 1.35 1.28 1.15 1.15
433,435 465,888 445,797 471,751 412,589 116,941 144,184 991
Goldman Sachs Growth Strategy Institutional Class Band 125 2011 2010 2009 2008 2007
$ 0.92 0.83 0.65 1.08 1.04
$ 0.85 0.92 0.83 0.65 1.08
19,763 27,406 221,724 199,921 188,375
Goldman Sachs Growth Strategy Service Class Band 125 2011
$ 0.90
$ 0.83
8
Goldman Sachs Mid-Cap Value Institutional Class Band 125 2011 2010 2009 2008 2007
$ 1.08 0.88 0.67 1.06 1.04
$ 1.00 1.08 0.88 0.67 1.06
26,384,653 17,112,312 13,669,796 12,516,568 6,767,419
78
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units
Outstanding at end of period Goldman Sachs Mid-Cap Value Service Class Band 125 2011 2010 2009 2008 2007
$ 1.06 0.86 0.66 1.06 1.04
$ 0.97 1.06 0.86 0.66 1.06
2,600,690 1,301.132 831,982 437,510 76,330
Band 100 2011 2010 2009 2008
$ 1.07 0.87 0.66 1.06
$ 0.99 1.07 0.87 0.66
4,508 3,280 2,957 3,183
Band 0 2011 2010 2009 2008 2007
$ 1.11 0.90 0.68 1.07 1.04
$ 1.04 1.11 0.90 0.68 1.07
1,050,669 731,347 596,591 536,140 11,954
Goldman Sachs Small-Cap Value Institutional Class Band 125 2011 2010 2009 2008 2007
$ 1.10 0.88 0,70 0.96 1.03
$ 1.10 1.10 0.88 0.70 0.96
5,033,159 1,797,944 52,978 34,376 98,714
Goldman Sachs Small-Cap Value Service Class Band 125 2011 2010 2009 2008 2007
$ 1.08 0.87 0.69 0.96 1.03
$ 1.07 1.08 0.87 0.69 0.96
1,513,340
Band 0 2011 2010 2009
$ 1.14 0.90 0.71
$ 1.14 1.14 0.90
153,139 19,616 138,779
Goldman Sachs Structured International Equity Service Class Band 125 2011 2010 2009 2008
$ 0.73 0.69 0.55 0.98
$ 0.61 0.73 0.69 0.55
133,293 30,374 6,138 1,623
Band 0 2011
$ 0.76
$ 0.64
295
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
7,737 64,585 5,974
2010
0.71
0.76
1,023
79
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Goldman Sachs Structured International Equity Institutional Class Band 125 2011 2010 2009
$ 0.74 0.70 0.55
$ 0.62 0.74 0.70
347,434 453,608 4,644
Goldman Sachs Internet Tollkeeper Intuitional Class Band 125 2011 2010 2009 2008 2007
$ 1.49 1.21 0.72 1.34 1.06
$ 1.29 1.49 1.21 0.72 1.34
4,852,944 3,882,914 3,474,911 3,156,005 969,954
Goldman Sachs Internet Tollkeeper Service Class Band 125 2011 2010 2009 2008 2007
$ 1.46 1.19 0.72 1.33 1.06
$ 1.25 1.46 1.19 0.72 1.33
956,437 454,025 378,858 43,779 536
Band 0 2011 2010
$ 1.54 1.24
$ 1.34 1.54
270,374 30,058
Hennsler Equity Investor Class Band 125 2011
$ 1.07
$ 1.05
258,006
Invesco Capital Development Growth Retirement Class Band 125 2011 2010 2009 2008
$ 0.97 0.83 0.59 1.13
$ 0.88 0.97 0.83 0.59
1 1 3,172 2,715
Band 100 2011 2010
$ 0.98 .83
$ 0.89 0.98
4,199 3,373
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Invesco Capital Development Growth Institutional Class Band 125 2011 2010 2009 2008 2007
$ 1.00 0.84 0.60 1.14 1.04
$ 0.92 1.00 0.84 0.60 1.14
31,178 41,299 29,038 20,419 14,758
Invesco Diversified Dividend Investor Class Band 125 2011
$1.00 (04/28/11) $ 0.92
46,480
Invesco Diversified Dividend Advisor Class Band 125 2011
$1.00 (04/28/11) $ 0.92
280,486
80
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account Band 100 2011
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period $1.00 (04/28/11) $ 0.92
Number of Accumulation Units Outstanding at end of period 29,579
Invesco Dynamics Fund Class A Band 125 2011 2010
$ 1.01 0.83
$ 0.95 1.01
24,233 2,207
Invesco Dynamics Fund Investor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.72 2.23 1.58 3.02 2.72 2.37 2.17 1.96 1.44 2.18
$ 2.57 2.72 2.23 1.58 3.02 2.72 2.37 2.17 1.96 1.44
195,991 252,608 242,850 238,095 192,019 179,751 104,346 112,075 77,788 22,734
Invesco Energy Fund Class A Band 125 2011 2010
$ 3.46 3.00
$ 3.13 3.46
1,080,342 935,606
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008 2007 2006 2005 2004
2.11 3.81 2.66 2.46 1.62 1.20
3.00 2.11 3.81 2.66 2.46 1.62
833,898 676,747 335,252 117,533 23,062 469
Band 100 2011 2010 2009 2008
$ 3.52 3.05 2.14 3.86
$ 3.20 3.52 3.05 2.14
17,319 18,875 20,999 16,749
Band 0 2011 2010 2009 2008
$ 3.81 3.27 2.27 4.05
$ 3.50 3.81 3.27 2.27
27,209 26,621 20,999 20,334
Invesco Energy Fund Investor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.88 2.50 1.76 3.18 2.22 2.05 1.35 1.00 0.82 0.87
$ 2.61 2.88 2.50 1.76 3.18 2.22 2.05 1.35 1.00 0.82
704,853 614,977 518,715 554,966 514,222 311,891 368,789 69,703 52,892 47,128
81
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Invesco Global Equity Class A Band 125 2011 2010 2009 2008 2007 2006
$ 1.39 1.24 0.99 1.78 1.71 1.46
113,237 94,735 95,652 95,992 88,759 2,083,409
Invesco Global Equity Institutional Class Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.33 1.39 1.24 0.99 1.78 1.71
Band 125 2011 2010 2009 2008 2007
$ 0.77 0.68 0.54 0.91 1.00 (5/24/07)
$ 0.74 0.77 0.68 0.54 0.91
320,471 365,161 2,435,634 3,545,307 3,818,381
Invesco Global Health Care Fund Class A Band 125 2011 2010 2009 2008 2007 2006
$ 1.43 1.38 1.10 1.55 1.41 1.37
$ 1.47 1.43 1.38 1.10 1.55 1.41
331,390 239,453 151,848 41,678 32,857 3,022
Band 100 2011 2010 2009 2008 2007 2006
$ 1.45 1.40 1.11 1.57 1.42 1.37
$ 1.50 1.45 1.40 1.11 1.57 1.42
9,136 9,010 9,212 7,202 2,129 1,853
Band 0 2011 2010 2009 2008
$ 1.57 1.50 1.18 1.64
$ 1.63 1.57 1.50 1.18
1,110 1,172 953 4,250
Invesco Global Health Care Fund Investor Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.20 1.17 0.93 1.31 1.19 1.16
$ 1.24 1.20 1.17 0.93 1.31 1.19
204,852 278,305 272,939 354,406 312,033 336,056
Invesco International Growth Fund Institutional Class Band 125 2011 2010 2009 2008 2007
$ 1.08 0.97 0.72 1.23 1.08
$ 0.99 1.08 0.97 0.72 1.23
888,728 833,234 674,931 513,771 531,484
82
CONDENSED FINANCIAL INFORMATION (continued) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010
$ 1.14 1.01
$ 1.06 1.14
1,746,814 1,852,113
Invesco International Growth Fund Retirement Class Band 125 2011 2010 2009 2008
$ 1.05 0.95 0.71 1.22
$ 0.96 1.05 0.95 0.71
251,532 220,873 86,564 9,479
Band 0 2011 2010
$ 1.10 .98
$ 1.02 1.10
22,719 17,295
Invesco Leisure Fund Class A Band 125 2011 2010 2009 2008 2007 2006
$ 1.46 1.22 0.94 1.66 1.69 1.40
$ 1.39 1.46 1.22 0.94 1.66 1.69
34,741 54,068 30,943 37,603 57,193 9,388
Invesco Mid-Cap Core Equity Fund Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.54 1.38 1.08 1.50 1.39 1.26 1.19 1.06 0.84 1.00
$ 1.42 1.54 1.38 1.08 1.50 1.39 1.26 1.19 1.06 0.84
3,252,099 2,937,721 2,450,560 1,042,213 850,065 896,845 748,926 576,403 299,862 92,931
Band 0 2011 2010
$ 1.71 1.52
$ 1.61 1.71
26,620 14,721
Invesco Mid-Cap Core Equity Fund Retirement Class Band 125 2011 2010 2009 2008
$ 1.53 1.38 1.08 1.50
$ 1.41 1.53 1.38 1.08
2,712,405 2,742,986 2,202,312 933,674
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2007 2006 Band 100 2011 2010 2009 2008
1.39 1.29
1.50 1.39
$ 1.56 1.40 1.09 1.52
$ 1.44 1.56 1.40 1.09
542,372 585,636 28,490 20,516 20,683 12,881
83
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010 2009
$ 1.61 1.45 1.12
$ 1.50 1.61 1.45
23,609 12,134 1.45
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.67 1.49 1.15 1.59 1.45 1.29 1.20 1.07
$ 1.57 1.67 1.49 1.15 1.59 1.45 1.29 1.20
202,151 133,941 92,707 45,310 17,863 7,408 391,507 132,136
Invesco Small-Cap Growth Fund Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.52 $ 1.48 1.22 1.52 0.92 1.22 1.51 0.92 1.38 1.51 1.22 1.38 1.14 1.22 1.08 1.14 0.78 1.08 1.00 (5/31/2002) 0.78
315,928 437,613 180,494 173,270 168,921 149,799 72,139 32,156 20,363 65
Band 0 2011 2010
$ 1.69 1.34
126,374 68,326
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.67 1.69
Invesco Small-Cap Growth Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.48 1.19 0.90 1.49 1.36 1.20 1.13 1.07
$ 1.44 1.48 1.19 0.90 1.49 1.36 1.20 1.13
499,134 353,974 271,805 280,467 171,062 61,799 28,170 13,033
Band 0 2011 2010
$ 1.62 1.29
$ 1.60 1.62
7,952 649
Invesco Technology Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.69 1.41 0.91 1.65 1.56 1.44 1.43 1.40
$ 1.61 1.69 1.41 0.91 1.65 1.56 1.44 1.43
87,089 118,892 105,920 43,113 34,296 23,198 7,904 4,422
84
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Invesco Technology Investor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003
$ 0.81 0.68 0.43 0.79 0.74 0.69 0.68 0.67 0.47
$ 0.77 0.81 0.68 0.43 0.79 0.74 0.69 0.68 0.67
193,792 281,888 272,815 294,546 243,206 359,230 261,489 265,178 183,900
$1.00 (04/28/11) $ 0.89
317,722
Invesco Van Kampen Value Opportunities Advisor Class Band 125 2011
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Invesco Van Kampen Value Opportunities Retirement Class Band 125 2011
$1.00 (05/20/11) $ 0.92
85,864
Janus Advisor Forty Fund Advisor Class Band 125 2011
$ 1.10
$ 1.01
429,708
Janus Advisor Forty Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.33 1.27 0.90 1.64 1.22 1.13 1.00 (05/20/05)
$ 1.21 1.33 1.27 0.90 1.64 1.22 1.13
1,872,952 2,641,291 1,917,064 1,341,695 476,508 224,873 4,181
Band 100 2011 2010 2009 2008
$ 1.35 1.29 0.91 1.65
$ 1.23 1.35 1.29 0.91
13,049 21,104 42,263 34642
Band 0 2011 2010 2009
$ 1.42 1.35 0.94
$ 1.32 1.42 1.35
3,479 7,975 549
Janus Advisor Growth & Income Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.00 0.94 0.69 1.26 1.19 1.15
$ 0.97 1.00 0.94 0.69 1.26 1.19
236,176 180,253 135,942 50,795 72,066 17,604
85
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010
$ 1.05 0.97
549,976 500,556
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.02 1.05
2009 2008 2007 2006 2005
0.71 1.29 1.20 1.13 1.00 (05/20/05)
0.97 0.71 1.29 1.20 1.13
497,642 427,537 508,005 484,971 180,358
Janus Adviser Intech Risk Managed Growth Class S Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.25 1.07 0.82 1.45 1.33 1.26 1.19
$ 1.25 1.25 1.07 0.82 1.45 1.33 1.26
5,143,390 5,246,317 5,231,380 4,967,499 5,517,010 5,756,092 26,577
Janus Aspen Balanced Class S Band 125 2011
$ 1.01
$ 1.01
3,622
Janus Aspen Flexible Bond Institutional Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.11 1.98 1.77 1.69 1.60 1.56 1.54 1.50 1.43 1.31
$ 2.23 2.11 1.98 1.77 1.69 1.60 1.56 1.54 1.50 1.43
14,717,684 11,750,979 11,186,182 11,226,567 9,952,575 10,358,363 10,936,764 10,737,951 10,695,429 9,258,998
Band 0 2011 2010 2009 2008
$ 2.51 2.33 2.05 1.94
$ 2.68 2.51 2.33 2.05
0 0 6,247
Janus Aspen Perkins Mid-Cap Value Portfolio Class S Band 125 2011 2010 2009 2008
$ 1.16 1.02 0.78 1.09
$ 1.12 1.16 1.02 0.78
990,933 953,008 4,155,752 253,189
Band 0 2011 2010
$ 1.23 1.06
$ 1.19 1.23
150,727 55,902
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
86
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Janus Aspen Worldwide Portfolio Institutional Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.57 1.38 1.01 1.85 1.71 1.47 1.40 1.35 1.11 1.50
$ 1.34 1.57 1.38 1.01 1.85 1.71 1.47 1.40 1.35 1.11
9,222,266 10,240,529 11,551,751 12,608,660 13,984,817 17,073,458 30,895,367 35,730,498 35,860,493 34,123,387
Janus Perkins Mid Cap Value Class A Band 125 2011 2010
$ 1.11 1.00 (05/27/10)
$ 1.07 1.11
4,395,335 3,907,363
Janus Perkins Mid Cap Value Class R Band 125 2011 2010 2009 2008
$ 1.15 1.02 0.78 1.10
$ 1.10 1.15 1.02 0.78
2,542,169 1,975,053 1,100,820 200,230
Band 100 2011 2010 2009 2008
$ 1.16 1.03 0.79 1.10
$ 1.11 1.16 1.03 0.79
6,168 3,629 2,410 598
Band 50 2011
$ 1.18
$ 1.14
27,893
Band 0 2011 2010 2009
$ 1.21 1.06 0.81
$ 1.17 1.21 1.06
154,141 34,837 4,070
Janus Perkins Small Cap Value Class S Band 125 2011 2010
$ 1.54 1.33
$ 1.46 1.54
837,291 684,370
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008 2007 2006 2005 Band 25 2011 2010 2009 2008
0.98 1.50 1.60 1.33 1.27
1.33 0.98 1.50 1.60 1.33
362,822 287,793 83,033 31,334 2,594
$ 1.66 1.41 1.03 1.56
$ 1.59 1.66 1.41 1.03
0 147,203 114,211 63,587
87
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010
$ 1.69 1.43
$ 1.62 1.69
5,411 3,919
Lord Abbett Classic Stock Fund Class A Band 125 2011 2010
$ 1.15 1.00
$ 1.04 1.15
12,343 2,423
Lord Abbett Classic Stock Fund Class R3 Band 125 2011 2010
$ 1.15 1.00
$ 1.04 1.15
178,427 50,609
Lord Abbett Developing Growth Class A Band 125 2011
$1.00 (06/23/11) $ 0.92
23,442
Lord Abbett Developing Growth Class P Band 125 2011 2010 2009 2008 2007 2006
$ 1.69 1.27 0.87 1.67 1.25 1.14
$ 1.64 1.69 1.27 0.87 1.67 1.25
610,474 382,129 516,768 264,576 107,226 23,814
Band 100 2011 2010
$ 1.72 1.27
$ 1.67 1.72
41,506 37,783
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008 2007 2006
0.87 1.68 1.25 1.14
1.27 0.87 1.68 1.25
51,522 33,884 35,681 66,056
Band 25 2011 2010 2009 2008
$ 1.80 1.32 0.90 1.72
$ 1.76 1.80 1.32 0.90
0 210,432 164,941 82,239
Band 0 2011 2010 2009 2008 2007 2006
$ 1.82 1.34 0.91 1.73 1.28 1.15
$ 1.79 1.82 1.34 0.91 1.73 1.28
146,200 229,549 216,865 200,072 331,988 276,020
Lord Abbett Developing Growth Class R3 Band 125 2011 2010 2009 2008
$ 1.03 0.77 0.53 1.02
$ 1.00 1.03 0.77 0.53
1,530,364 793,983 152,060 22,594
88
CONDENSED FINANCIAL INFORMATION (continued) Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Investment Account Lord Abbett Fundamental Equity Class R3 Band 125 2011 Lord Abbett Growth Opportunities Class P Band 125 2011 2010 2009 2008 2007 2006
$1.00 (06/23/11) $ 0.93
$ 1.43 1.18 0.82 1.35 1.13 1.07
Lord Abbett Growth Opportunities Class R3 Band 125 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.27 1.43 1.18 0.82 1.35 1.13
Number of Accumulation Units Outstanding at end of period
394,056
113,297 80,768 68,741 47,943 4,986 908
2011 2010 2009 2008
$ 1.09 0.89 0.62 1.02
$ 0.96 1.09 0.89 0.62
110,584 242,602 2,434 69
Band 0 2011 2010
$ 1.13 .92
$ 1.01 1.13
193 1,156
Lord Abbett Mid-Cap Value Class P Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.11 0.89 0.71 1.20 1.21 1.09 1.02
$ 1.05 1.11 0.89 0.71 1.20 1.21 1.09
28,115 28,756 12,229 7,534 7,144 5,423 2,177
Lord Abbett Mid-Cap Value Fund Class R3 Band 125 2011 2010
$ 1.59 1.28
$ 1.51 1.59
38,083 5,249
Lord Abbett Small-Cap Blend Class P Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.18 1.06 0.87 1.32 1.22 1.16 1.04
$ 1.14 1.18 1.06 0.87 1.32 1.22 1.16
989,220 2,321,965 4,372,423 3,789,643 1,432,816 1,222,280 267,565
Band 100 2011 2010
$ 1.20 1.07
$ 1.18 1.20
835 306
89
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010
$ 1.27 1.12
265,983 239,536
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.25 1.27
2009 2008 2007
0.91 1.37 1.25
1.12 0.91 1.37
197,992 167,549 89,113
Lord Abbett Small-Cap Blend Class R3 Band 125 2011 2010 2009
$ 1.36 1.22 1.00 (05/01/09)
$ 1.32 1.36 1.22
4394 8,642 41
Lord Abbett Small-Cap Value Class R3 Band 125 2011 2010 2009
$ 1.57 1.26 1.00 (05/01/09)
$ 1.47 1.57 1.26
162,124 90,785 880
Band 0 2011
$ 1.60
$ 1.52
5,123
Lord Abbett Small-Cap Value Class P Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.62 1.30 1.01 1.49 1.37 1.15 1.03
$ 1.52 1.62 1.30 1.01 1.49 1.37 1.15
258,432 220,695 162,364 130,653 100,815 99,585 64,939
Lord Abbett Value Opportunities Fund Class A Band 125 2011 2010
$ 1.25 1.02
$ 1.18 1.25
1,130,022 265,481
Lord Abbett Value Opportunities Fund Class R3 Band 125 2011 2010
$ 1.25 1.02
$ 1.18 1.25
595,872 90,946
Band 0 2011
$ 1.27
$ 1.21
21,460
Managers Cadence Capital Appreciation Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.19 1.05 0.87 1.54 1.34 1.27 1.18 1.07
$ 1.14 1.19 1.05 0.87 1.54 1.34 1.27 1.18
175,507 187,341 288,671 1,822,272 1,508,543 1,479,219 114,696 1,210
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
90
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 100 2011 2010 2009 2008
$ 1.22 1.06 0.88 1.56
$ 1.16 1.22 1.06 0.88
180 148 121 84
Managers Cadence Mid-Cap Fund Retirement Class Band 125 2011 2010 2009 2008
$ 1.02 0.82 0.66 1.21
$ 0.98 1.02 0.82 0.66
6,325 13,719 5,828 23
Band 100 2011 2010 2009 2008
$ 1.03 0.82 0.67 1.22
$ 1.00 1.03 0.82 0.67
34,736 31,742 28,306 24,545
Band 0 2011 2010 2009 2008
$ 1.07 0.85 0.68 1.23
$ 1.05 1.07 0.85 0.68
9,321 6,742 5,993 907
Manning & Napier Pro-Blend® Conservative Term Series Class A Band 125 2011 2010 2009 2008 2007
$ 1.19 1.10 1.01 1.07 1.02
$ 1.20 1.19 1.10 1.01 1.07
620,882 229,862 21,385 1,264 246
Manning & Napier Pro-Blend® Extended Term Series Class A Band 125 2011 2010 2009 2008 2007
$ 1.10 0.99 0.81 1.09 1.03
$ 1.07 1.10 0.99 0.81 1.09
366,431 357,856 290,859 132,265 149,458
Manning & Napier Pro-Blend® Maximum Term Series Class A Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 125 2011 2010 2009 2008
$ 1.05 0.93 0.69 1.09
$ 0.96 1.05 0.93 0.69
95,885 96,990 67,929 10,482
Manning & Napier Pro-Blend® Moderate Term Series Class A Band 125 2011 2010 2009 2008 2007
$ 1.12 1.02 0.87 1.08 1.03
$ 1.10 1.12 1.02 0.87 1.08
9,214,054 8,031,815 463,779 119,249 73.358
91
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Marshall Mid-Cap Growth Investor Class Band 125 2011 2010 2009
$ 1.03 0.80 0.60
$ 0.99 1.03 0.80
1,551,661 706,917 24,951
Marshall Mid-Cap Value Investor Class Band 125 2011 2010 2009
$ 1.01 0.84 0.62
$ 0.93 1.01 0.84
98,933 69,459 5,438
Marshall Small-Cap Growth Investor Class Band 125 2011 2010 2009 2008
$ 1.08 0.81 0.56 0.98
$ 1.03 1.08 0.81 0.56
6,155,275 3,402,048 30,179 12,348
Band 50 2011 2010
$ 1.11 .82
$ 1.06 1.11
141,678 10,319
Band 25 2011
$ 1.12
$ 1.07
Band 0 2011
$ 1.12
$ 1.08
128,546
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010
.83
1.12
10,460
MFS® International New Discovery Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003
$ 2.35 1.95 1.34 2.42 2.25 1.80 1.51 123 0.84
$ 2.09 2.35 1.95 1.34 2.42 2.25 1.80 1.51 1.23
2,911,962 2,891,837 2,923.739 1.917,239 1,913,650 1,902,033 1,076,469 567,025 253,507
MFS® International New Discovery Class R2 Band 125 2011 2010
$ 1.22 1.02
$ 1.08 1.22
44,926 1,941
MFS® Mass Investors Growth Stock Class R2 Band 125 2011
$ 1.17
$ 1.17
365,099
MFS® Mass Investors Growth Stock Class R3 Band 125 2011 2010
$ 1.17 1.00 (05/27/10)
$ 1.18 1.17
4,152,131 2,579,892
92
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
MFS® Mid-Cap Growth Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.04 0.82 0.59 1.22 1.12 1.11 1.10 0.97 0.72 1.00
54,472 53.048 9,553 6,493 102.679 76,536 62,270 46,360 11,263 3,380
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 0.97 1.04 0.82 0.59 1.22 1.12 1.11 1.10 0.97 0.72
MFS® New Discovery Class R2 Band 125 2011
$1.00 (06/23/11) $ 0.83
41,935
MFS® New Discovery Class R3 Band 125 2011
$1.00 (06/23/11) $ 0.83
23,209
MFS® Utilities Fund Class R2 Band 125 2011 2010
$ 1.19 1.00 (05/27/10)
$ 1.25 1.19
12,960 3,567
MFS® Utilities Fund Class R2 Band 125 2011
$ 1.19
$ 1.25
143,125
MFS® Value Fund Advisor Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003
$ 1.36 1.24 1.04 1.57 1.48 1.24 1.18 1.04 0.84
$ 1.34 1.36 1.24 1.04 1.57 1.48 1.24 1.18 1.04
4,364,025 3,874,016 2,289,977 1,200,752 867,352 550,143 111,238 2,093 1,114
Neuberger Berman Focus Advisor Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.04 0.94 0.74 1.28 1.22 1.10 1.12
$ 1.00 1.04 0.94 0.74 1.28 1.22 1.10
50,816 51,136 30,261 27,110 14,638 12,385 865
93
CONDENSED FINANCIAL INFORMATION (continued) Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Investment Account Neuberger Berman Partners Advisor Class
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Number of Accumulation Units Outstanding at end of period
Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.17 1.03 0.67 1.42 1.31 1.18 1.01
$ 1.02 1.17 1.03 0.67 1.42 1.31 1.18
1,827,912 2,258,042 2,508,719 2,728,215 2,020,623 1,641,378 256,671
Band 100 2011 2010 2009 2008
$ 1.19 1.05 0.68 1.43
$ 1.04 1.19 1.05 0.68
4,815 4,858 19,550 19,457
Band 0 2011 2010 2009 2008
$ 1.26 1.10 0.71 1.48
$ 1.12 1.26 1.10 0.71
271,795 406,801 355,343 177,873
Neuberger Berman Small-Cap Growth Advisor Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.27 1.07 0.89 1.56 1.25 1.18 1.04
$ 1.23 1.27 1.07 0.89 1.56 1.25 1.18
426,115 810,349 898,145 831,570 602,747 35,007 497
Band 0 2011 2010 2009 2008
$ 1.37 1.14 0.93 1.62
$ 1.34 1.37 1.14 0.93
20,024 15,774 11,029
Neuberger Berman Small-Cap Growth Class A Band 125 2011
$ 1.21
$ 1.18
7,476
Nuveen Mid-Cap Growth Opportunities Class A Band 125 2011 2010 2009 2008 2007
$ 1.15 0.91 0.63 1.18 1.02
$ 1.10 1.15 0.91 0.63 1.18
325,064 350,204 306,492 278,133 329,428
Nuveen Mid-Cap Growth Opportunities Class R3 Band 125 2011 2010
$ 1.13 0.90
$ 1.08 1.13
35,872 4,477
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008
0.63 1.18
0.90 0.63
5,204 2,063
94
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Nuveen Mid-Cap Index Fund Class R3 Band 125 2011 2010 2009 2008
$ 1.04 0.84 0.62 0.99
$ 1.00 1.04 0.84 0.62
1,714,833 1,524,930 749,704 214,581
Band 100 2011
$ 1.04
$ 1.01
915
Band 50 2011 2010
$ 1.06 .85
$ 1.03 1.06
1,122 3,003
Band 0 2011 2010
$ 1.08 .86
$ 1.05 1.08
11,780 3,474
Nuveen Mid-Cap Value Class A Band 125 2011 2010 2009 2008
$ 1.00 0.84 0.66 1.06
$ 0.92 1.00 0.84 0.66
102,847 94,345 83,649 109,710
Nuveen Mid-Cap Value Retirement Class Band 125 2011 2010 2009 2008
$ 0.99 0.84 0.66 1.06
$ 0.90 0.99 0.84 0.66
16,406 57,902 52,072 5,092
$ 1.32
$ 1.40 1.32
537,716 313,580
$ 1.32
$ 1.39
563,985
Nuveen Real Estate Securities Fund Class A Band 125 2011 2010 Nuveen Real Estate Securities Fund Class R3 Band 125 2011
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010
1.03
1.32
221,292
Band 0 2011 2010
$ 1.33 1.03
$ 1.43 1.33
88,192 72,767
Nuveen Small-Cap Index Class R3 Band 125 2011 2010 2009 2008
$ 0.98 0.79 0.63 0.97
$ 0.92 0.98 0.79 0.63
1,347,252 1,012,978 610,330 296,321
Band 50 2011 2010
$ 1.01 1.00
$ 0.95 1.01
803 711
95
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010 2009
$ 1.02 0.81 0.64
$ 0.97 1.02 0.81
165,621 134,179 4,036
Nuveen Small-Cap Select Class A Band 125 2011 2010 2009 2008 2007
$ 1.03 0.85 0.63 0.96 1.03
$ 1.00 1.03 0.85 0.63 0.96
515,456 528,219 521,721 436,614 568,304
Nuveen Small-Cap Select Class R3 Band 125 2011 2010 2009 2008 2007
$ 1.02 0.84 0.62 0.96 1.03
$ 0.99 1.02 0.84 0.62 0.96
162,205 181,333 45,936 13,813 42,572
Nuveen Small-Cap Value Class A Band 125 2011 2010
$ 0.98 0.77
$ 0.96 0.98
47,766 50,626
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008 2007
0.66 0.95 1.03
0.77 0.66 0.95
47,170 67,440 140
Nuveen Small-Cap Value Class R3 Band 125 2011 2010 2009
$ 0.97 0.77 066
$ 0.95 0.97 0.77
14,015 12,134 33,534
Band 50 2011 2010
$ 1.00 0.78
$ 0.99 1.00
18,130 20,056
Nuveen Strategic Growth Allocation Class A Band 125 2011
$ 1.06
$ 1.02
248
Band 0 2011 2010
$ 1.11 0.99
$ 1.08 1.11
914,533 999,214
Nuveen Strategic Growth Allocation Class R3 Band 125 2011 2010 2009
$ 1.05 0.95 0.74
$ 1.00 1.05 0.95
827,533 139,506 108,176
Band 0 2011 2010
$ 1.10 1.00
$ 1.07 1.10
82,607 8,505
96
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Old Mutual Focused Fund Class A Band 125 2011 2010
$ 1.10 1.02
$ 1.07 1.10
43,426 7,916
Oppenheimer Developing Markets Fund Class A Band 125 2011 2010
$ 1.29 1.02
$ 1.04 1.29
2,627,929 616,057
Oppenheimer Developing Markets Fund Class N Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 125 2011 2010 2009 2008 2007 2006 2005
$ 2.53 2.02 1.13 2.21 1.68 1.36 1.00 (05/20/05)
$ 2.04 2.53 2.02 1.13 2.21 1.68 1.36
5,229,677 5,061,527 4,180,496 2,855,914 2,744,935 2,533,748 235,406
Band 50 2011 2010
$ 2.64 2.09
$ 2.14 2.64
3,414 1,023
Band 0 2011 2010 2009
$ 2.71 2.14 1.18
$ 2.21 2.71 2.14
284,486 141,579 10,790
Oppenheimer Global Fund Class N Band 125 2011 2010 2009 2008 2007 2006
$ 1.26 1.11 .81 1.39 1.34 1.19
$ 1.14 1.26 1.11 .81 1.39 1.34
483,424 305,594 262,655 168,585 493,518 529,270
Band 50 2011 2010 2009 2008 2007 2006
$ 1.32 1.15 .83 1.42 1.35 1.19
$ 1.19 1.32 1.15 .83 1.42 1.35
866,176 616,340 477,424 413,502 338,117 299,492
Band 0 2011 2010 2009 2008 2007 2006
$ 1.36 1.18 .85 1.44 1.37 1.20
$ 1.23 1.36 1.18 .85 1.44 1.37
496,700 567,286 525,746 405,607 342,019 283,770
Oppenheimer Global Opportunities Class A Band 125 2011
$ 1.03
$ 1.93
44,232
97
CONDENSED FINANCIAL INFORMATION (continued)
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Oppenheimer Global Opportunities Class N Band 125 2011
$ 1.03
$ 0.92
29,409
Oppenheimer Global Strategic Income Class A Band 125 2011 2010 2009 2008
$ 1.18 1.03 0.85 1.03
$ 1.17 1.18 1.03 0.85
247,017 210,386 214,559 201,573
Band 25 2011 2010 2009 2008
$ 1.22 1.05 0.87 1.04
$ 1.23 1.22 1.05 0.87
0 479,512 488,168 296,467
Oppenheimer Global Strategic Income Class N Band 125 2011 2010 2009 2008
$ 1.16 1.02 0.85 1.03
$ 1.15 1.16 1.02 0.85
1,638,011 1,342,985 870,587 164,493
Band 0 2011 2010 2009
$ 1.21 1.05 0.87
$ 1.22 1.21 1.05
48,517 33,722 58,529
Oppenheimer Gold & Special Class A Band 125 2011 2010
$ 1.60 1.05
$ 1.17 1.60
201,870 27,308
Oppenheimer Gold & Special Class N Band 125 2011 2010
$ 1.59 1.05
$ 1.16 1.59
546,050 530,535
Band 100 2011 2010
$ 1.59 1.05
$ 1.17 1.59
2,272 37,392
Oppenheimer International Bond Fund Class N Band 125 2011 2010 2009
$ 1.41 1.34 1.20
$ 1.39 1.41 1.34
5,699,958 4,992,136 3,646,560
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2008 2007 2006 2005
1.23 1.19 1.08 1.00 (05/20/05)
1.20 1.23 1.19 1.08
2,779,557 1,566,078 710,394 3,034
98
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 0 2011 2010 2009 2008 2007
$ 1.52 1.42 1.25 1.27 1.21
$ 1.51 1.52 1.42 1.25 1.27
365,968 214,086 83,873 84,284 23,347
$1.00 (06/23/11) $ 0.96
976,340
Oppenheimer International Bond Fund Class A Band 125 2011 Oppenheimer International Growth Class A Band 125 2011 2010 2009 2008
$ 0.86 0.76 0.56 0.97
$ 0.78 0.86 0.76 0.56
125,545 99,370 36,372 469
Oppenheimer International Growth Class N Band 125 2011 2010 2009 2008
$ 0.85 0.75 0.56 0.97
$ 0.78 0.85 0.75 0.56
889,457 636,919 274,442 62,541
Oppenheimer International Small Company Fund Class N Band 125 2011 2010 2009 2008 2007 2006 2005
$ 2.03 1.50 0.69 2.06 1.72 1.28 1.00 (05/20/05)
$ 1.59 2.03 1.50 0.69 2.06 1.72 1.28
849,972 940,747 1,191,549 703,663 726,110 443,730 3,097
Oppenheimer Main Street Select Fund Class N Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.12 0.98 0.75 1.24 1.22 1.08 1.00 (05/20/05)
$ 1.07 1.12 0.98 0.75 1.24 1.22 1.08
483,686 522,997 510,547 409,886 435,372 221,714 2,741
Oppenheimer Main Street Small & Mid Cap Fund Class A Band 125 2011 2010 2009 2008 2007
$ 0.56 0.46 0.34 0.55 0.57
$ 0.53 0.56 0.46 0.34 0.55
4,258,879 2,442,279 1,673,048 1,072,143 229,267
99
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Oppenheimer Main Street Small & Mid Cap Fund Class N Band 125 2011 2010 2009 2008 2007
$ 0.55 0.45 0.33 0.55 0.57
$ 0.52 0.55 0.45 0.33 0.55
1,922,730 2,442,279 1,673,048 1,072,143 229,267
Band 100 2011 2010 2009 2008
$ 0.55 0.45 0.34 0.55
$ 0.53 0.55 0.45 0.33
30,033 26,774 23,018 20,000
Band 0 2011 2010 2009 2008 2007
$ 0.58 0.47 0.34 0.56 0.57
$ 0.56 0.58 0.47 0.34 0.56
140,922 140,052 155,770 125,593 53,704
Oppenheimer Small & Mid-Cap Value Fund Class N Band 125
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2011 2010 2009 2008 2007 2006
$ 1.17 0.99 0.69 1.40 1.31 1.14 (10/23/06)
$ 1.07 1.17 0.99 0.69 1.40 1.31
1,696,377 2,890,372 3,519,603 2,627,934 2,768,356 999,241
Oppenheimer Value Fund Class A Band 125 2011 2010
$ 0.85 0.75
$ 0.80 0.85
11,310 6,931
Oppenheimer Value Class N Band 125 2011 2010 2009 2008
$ 0.85 0.75 0.57 0.99
$ 0.79 0.85 0.75 0.57
848,308 547,805 349,444 87,958
Band 0 2011 2010
$ 0.88 0.77
$ 0.84 0.88
161,490 22,614
Parnassas Fund Band 125 2011
$ 1.09
$ 1.02
952,129
Parnassas Mid-Cap Fund Band 125 2011
$ 1.08
$ 1.11
1,693
Parnassas Small-Cap Fund Band 125 2011
$ 1.15
$ 0.99
47,595
100
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Pax World Balanced Retirement Class Band 125 2011 2010 2009
$ 1.30 1.18 1.00 (05/01/09)
$ 1.26 1.30 1.18
661,896 620,302 583,028
Band 0 2011
$ 1.33
$ 1.30
300,303
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010
1.19
1.33
Pax World Global Green Individual Class Band 125 2011
$ 1.42
$ 1.26
6,589
Pax World Global Green Retirement Class Band 125 2011 2010 2009
$ 1.42 1.29 1.00 (05/01/09)
$ 1.25 1.42 1.29
179,504 122,605 75,513
Band 0 2011 2010 2009
$ 1.45 1.30 1.00 (05/01/09)
$ 1.29 1.45 1.30
3,274 2,241 406
PIMCO All Asset Administrative Class Band 125 2011
$1.00 (06/23/11) $ 0.97
275,327
19,579
PIMCO High Yield Administrative Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.76 1.56 1.10 1.46 1.43 1.33 1.29 1.20
$ 1.80 1.76 1.56 1.10 1.46 1.43 1.33 1.29
3,680,424 3,640,277 2,716,640 2,738,463 4,006,402 3,158,179 203,927 22,555
Band 0 2011 2010
$ 1.96 1.72
$ 2.03 1.96
269,113 235,432
PIMCO High Yield Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.52 1.35 0.96 1.28 1.26 1.17 1.14 1.06
$ 1.55 1.52 1.35 0.96 1.28 1.26 1.17 1.14
1,374,856 1,246,070 1,041,692 764,134 590,480 571,898 234,537 47,551
101
CONDENSED FINANCIAL INFORMATION (continued) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 100 2011 2010 2009 2008
$ 1.55 1.38 0.97 1.29
$ 1.58 1.55 1.38 0.97
24,823 22,441 20,626 18,736
Band 50 2011 2010 2009 2008 2007
$ 1.60 1.42 1.00 1.32 1.29
$ 1.65 1.60 1.42 1.00 1.32
190,865 149,690 177,077 101,346 86,486
Band 0 2011 2010 2009
$ 1.66 1.46 1.02
$ 1.72 1.66 1.46
63,438 39,868 17,437
PIMCO Real Return Administrative Class Band 125 2011 2010
$ 1.03 1.00 (05/27/10)
$ 1.14 1.03
594,719 1,672
PIMCO Real Return Retirement Class Band 125 2011 2010
$ 1.03 1.00 (05/27/10)
$ 1.13 1.03
209,010 167
PIMCO Total Return Administrative Class Band 125 2011 2010 2009 2008 2007
$ 1.33 1.24 1.11 1.07 1.00 (05/24/07)
$ 1.37 1.33 1.24 1.11 1.07
43,049,477 30,193,638 16,339,829 9,428,320 6,760,078
Band 0 2011 2010
$ 1.39 1.28
$ 1.45 1.39
1,340,782 1,368,629
PIMCO Total Return Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.41 1.32 1.18 1.15 1.08 1.05
$ 1.44 1.41 1.32 1.18 1.15 1.08
18,591,317 14,195,232 8,336,507 3,643,842 1,373,463 6,858,795
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 100 2011 2010 2009 2008 2007 2006
$ 1.44 1.34 1.20 1.16 1.08 1.06
$ 1.47 1.44 1.34 1.20 1.16 1.08
49,991 86,483 65,536 64,561 15,984 6,441
102
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010
$ 1.49 1.38
$ 1.53 1.49
62,707 13,235
Band 0 2011 2010 2009 2008 2007
$ 1.54 1.43 1.26 1.21 1.12
$ 1.60 1.54 1.43 1.26 1.21
1,036,725 473,728 245,381 8,127 6,876
Pioneer Bond Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.26 1.17 1.01 1.07 1.03 1.01
$ 1.30 1.26 1.17 1.01 1.07 1.03
864,672 752,895 747,238 537,299 288,335 51,008
Pioneer Emerging Markets Class A Band 125 2011 2010 2009 2008 2007
$ 1.26 1.10 0.64 1.59 1.13
$ 0.94 1.26 1.10 0.64 1.59
660,579 826,823 678,046 365,862 166,997
Band 0 2011 2010 2009 2008
$ 1.33 1.14 0.66 1.61
$ 1.01 1.33 1.14 0.66
11,205 50,198 50,157 2,494
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Pioneer Equity Income Class A Band 125 2011 2010 2009
$ 0.87 0.74 0.68
$ 0.92 0.87 0.74
15,071 8,330 3,190
Pioneer Equity Income Retirement Class Band 125 2011 2010 2009 2008
$ 0.87 0.74 0.68 0.98
$ 0.91 0.87 0.74 0.68
1,656,313 1,263,466 807,034 616
Band 0 2011 2010 2009
$ 0.90 0.76 0.68
$ 0.96 0.90 0.76
71,479 63,152 67,742
103
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Pioneer Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.08 0.95 0.77 1.19 1.16 1.08
$ 1.01 1.08 0.95 0.77 1.19 1.16
406,808 404,447 321,357 76,190 114,561 20,803
Pioneer Fund VCT Portfolio Institutional Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.35 1.17 0.95 1.46 1.41 1.23 1.17 1.10 0.89 1.22
$ 1.27 1.35 1.17 0.95 1.46 1.41 1.23 1.17 1.10 0.89
1,603,035 3,265,727 3,364,703 3,541,380 3,557,248 4,397,803 5,368,751 6,289,040 5,994,350 5,460,849
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Pioneer Fund Growth Opportunities VCT Institutional Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 1.90 1.60 1.12 1.76 1.86 1.78 1.69 1.40 0.99 1.61
$ 1.84 1.90 1.60 1.12 1.76 1.86 1.78 1.69 1.40 0.99
6,289,827 6,585,204 6,891,974 6,992,977 9,469,091 12,120,267 14,203,577 15,119,508 13,466,958 12,304,684
Pioneer High-Yield Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.40 1.21 0.76 1.22 1.16 1.07
$ 1.36 1.40 1.21 0.76 1.22 1.16
718,036 663,823 732,740 343,865 254,402 40,798
Band 100 2011 2010 2009 2008 2007 2006
$ 1.42 1.22 0.76 1.23 1.16 1.07
$ 1.38 1.42 1.22 0.76 1.23 1.16
79,069 72,167 65,637 69,705 74,343 64,640
104
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010 2009 2008 2007 2006 2005
$ 1.46 1.25 0.78 1.24 1.17 1.06 1.00 (5/20/05)
122,648 139,954 151,698 137,574 110,969 90,523 1,839
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.43 1.46 1.25 0.78 1.24 1.17 1.06
Pioneer Mid-Cap Value Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.13 0.97 0.79 1.21 1.17 1.06 1.00 (5/20/05)
$ 1.05 1.13 0.97 0.79 1.21 1.17 1.06
377,499 749,218 937,314 764,126 719,850 583,803 68,685
Pioneer Oak Ridge Large-Cap Growth Retirement Class Band 125 2011 2010 2009 2008
$ 0.99 0.93 1.17 1.10
$ 0.96 0.99 0.93 1.17
7,145 8,119 5,772 351
$1.00 (06/23/11) $ 0.99
1,401
Pioneer Strategic Income Class A Band 125 2011 Prudential Financial Services Fund Class A Band 125 2011 2010
$ 1.19 1.02
$ 0.95 1.19
84,943 11,141
Band 0 2011
$ 1.20
$ 0.98
358
Prudential Financial Services Fund Class Z Band 125 2011
$ 1.19
$ 0.96
81,788
Prudential Global Real Estate Class A Band 125 2011 2010
$ 1.21 1.00 (05/27/10)
$ 1.12 1.21
241,213 14,680
Band 0 2011
$ 1.22
$ 1.15
81,849
Prudential Global Real Estate Class Z Band 125 2011 2010
$ 1.21 1.00 (05/27/10)
$ 1.13 1.21
351,243 122,878
105
CONDENSED FINANCIAL INFORMATION (continued)
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Prudential High-Yield Class A Band 125 2011 2010
$ 1.11 1.00 (05/27/10)
$ 1.15 1.11
461,320 24,381
Prudential High Yield Class Z Band 125 2011 2010
$ 1.11 1.00 (05/27/10)
$ 1.15 1.11
1,401,886 485,089
Prudential Jennison 20/20 Focus Class A Band 125 2011 2010
$ 1.16 1.00 (05/27/10)
$ 1.10 1.16
142,547 11,571
Prudential Jennison 20/20 Focus Class Z Band 125 2011
$ 1.16
$ 1.10
290,652
Prudential Health Sciences Fund Class A Band 125 2011 2010
$ 1.21 1.03
$ 1.34 1.21
164,560 15,814
Prudential Health Sciences Fund Class Z Band 125 2011
$ 1.21
$ 1.35
141,943
Prudential Mid Cap Growth Fund Class A Band 125 2011 2010
$ 1.20 1.02
$ 1.21 1.20
833,948 125,190
Prudential Mid Cap Growth Fund Class Z Band 125 2011 2010
$ 1.21 1.02
$ 1.22 1.21
4,698,055 2,366,801
Prudential Natural Resources Fund Class A Band 125 2011 2010
$ 1.31 1.04
$ 1.05 1.31
429,634 14,085
Band 0 2011
$ 1.32
$ 1.08
7,568
Prudential Natural Resources Fund Class Z Band 125 2011 2010
$ 1.31 1.04
$ 1.06 1.31
747,545 111,988
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Prudential Total Return Class A Band 125 2011 2010
$ 1.05 1.00 (05/27/10)
$ 1.11 1.05
461,207 46,005
Prudential Total Return Class Z Band 125 2011
$ 1.05
$ 1.12
367,366
106
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Ridgeworth High Income Class A Band 125 2011
$ 1.02
$ 1.01
2,720,209
Ridgeworth High Income Class R Band 125 2011
$ 1.01
$ 1.00
350,615
Ridgeworth Large Cap Value Class A Band 125 2011
$ 1.09
$ 1.06
413,701
Ridgeworth Large Cap Value Institutional Class Band 125 2011
$ 1.09
$ 1.06
2,059,610
Ridgeworth Mid-Cap Value Class A Band 125 2011
$ 1.11
$ 1.02
158,817
Ridgeworth Mid-Cap Value Institutional Class Band 125 2011
$ 1.12
$ 1.02
956,754
Ridgeworth Small Cap Value Class A Band 125 2011
$ 1.09
$ 1.03
77,464
Ridgeworth Small Cap Value Institutional Class Band 125 2011
$ 1.09
$ 1.03
145,652
Russell Emerging Markets Class S Band 125 2011
$ 2.11
$ 1.71
5,554
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010 2009
1.78 .98
2.11 1.78
8,635 1,896
Russell Global Real Estate Securities Class S Band 125 2011
$ 1.54
$ 1.41
1,061,061
Russell Lifepoints 2015 Strategy Class R1 Band 125 2011 2010 2009
$ 1.38 1.24 1.00
$ 1.38 1.38 1.24
2,628,356 1,322,103 157,417
Russell Lifepoints 2015 Strategy Class R3 Band 125 2011 2010 2009
$ 1.37 1.23 1.00
$ 1.36 1.37 1.23
1,155,660 910,584 449,930
Band 0 2011 2010
$ 1.41 1.25
$ 1.41 1.41
0 110,550
107
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Russell Lifepoints 2020 Strategy Class R1 Band 125 2011 2010 2009
$ 1.41 1.26 1.00
$ 1.39 1.41 1.26
12,172,784 11,296,934 9,080,310
Russell Lifepoints 2020 Strategy Class R3 Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.19 1.06 0.85 1.22 1.16 1.05 1.00 (03/01/05)
$ 1.16 1.19 1.06 0.85 1.22 1.16 1.05
5,653,100 4,391,353 3,519,133 1,835,024 1,109,412 3,130,459 82,986
Band 100 2011 2010
$ 1.20 1.08
$ 1.18 1.20
4,084 3,402
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 75 2011
$ 1.22
$ 1.20
Band 50 2011 2010
$ 1.24 1.10
$ 1.22 1.24
1,397 3,402
Band 25 2011
$ 1.26
$ 1.25
Band 0 2011 2010
$ 1.28 1.13
$ 1.27 1.28
0 378,099
Russell Lifepoints 2025 Strategy Class R1 Band 125 2011 2010 2009
$ 1.44 1.27 1.00
$ 1.39 1.44 1.27
2,228,498 1,277,792 148,804
Russell Lifepoints 2025 Strategy Class R3 Band 125 2011 2010 2009
$ 1.42 1.26 1.00
$ 1.37 1.42 1.26
1,215,768 970,095 312,155
Band 0 2011 2010
$ 1.46 1.28
$ 1.42 1.46
0 131,491
Russell Lifepoints 2030 Strategy Class R1 Band 125 2011 2010 2009
$ 1.46 1.29 1.00
$ 1.38 1.46 1.29
8,426,508 7,372,462 6,117,433
108
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Russell Lifepoints 2030 Strategy Class R3 Band 125 2011 2010 2009 2008
$ 1.10 0.97 0.76 1.27
5,226,791 4,214,592 3,449,465 1,527,566
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.04 1.10 0.97 0.76
2007 2006 2005
1.20 1.05 1.00 (03/01/05)
1.27 1.20 1.05
799,185 2,248,552 25,849
Band 0 2011 2010
$ 1.19 1.03
$ 1.13 1.19
0 228,896
Russell Lifepoints 2035 Strategy Class R1 Band 125 2011 2010 2009
$ 1.47 1.29 1.00
$ 1.38 1.47 1.29
1,064,477 560,164 44,165
Russell Lifepoints 2035 Strategy Class R3 Band 125 2011 2010 2009
$ 1.45 1.28 1.00
$ 1.36 1.45 1.28
753,502 495,697 323,330
Band 0 2011 2010
$ 1.49 1.30
$ 1.41 1.49
0 137,961
Russell Lifepoints 2040 Strategy Class R1 Band 125 2011 2010 2009
$ 1.47 1.29 1.00
$ 1.37 1.47 1.29
6,860,123 5,717,332 4,372,366
Russell Lifepoints 2040 Strategy Class R3 Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.11 0.98 0.76 1.28 1.22 1.06 1.00 (03/01/05)
$ 1.03 1.11 0.98 0.76 1.28 1.22 1.06
4,071,602 3,404,670 2,544,619 1,441,041 752,750 1,596,017 2,065
Band 100 2011
$ 1.13
$ 1.05
1,344
Band 0 2011 2010
$ 1.19 1.04
$ 1.13 1.19
0 136,522
Russell Lifepoints 2045 Strategy Class R1 Band 125 2011 2010 2009
$ 1.47 1.29 1.00
$ 1.38 1.47 1.29
698,473 185,940 18,397
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
109
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Russell Lifepoints 2045 Strategy Class R3 Band 125 2011 2010 2009
$ 1.45 1.28 1.00
$ 1.36 1.45 1.28
303,500 182,544 77,575
Band 0 2011 2010
$ 1.49 1.30
$ 1.41 1.49
0 33,604
Russell Lifepoints 2050 Strategy Class R1 Band 125 2011 2010 2009
$ 1.47 1.29 1.00
$ 1.38 1.47 1.28
791,196 106,779 17,141
Russell Lifepoints 2050 Strategy Class R3 Band 125 2011 2010 2009
$ 1.45 1.28 1.00
$ 1.36 1.45 1.28
288,206 106,779 17,141
Band 0 2011 2010
$ 1.49 1.30
$ 1.41 1.49
0 25,508
Russell Lifepoints Balanced Strategy Class R1 Band 125 2011 2010 2009
$ 1.41 1.26 1.00
$ 1.36 1.41 1.26
7,025,000 5,475,016 4,743,125
Russell Lifepoints Balanced Strategy Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.34 1.20 0.96 1.39 1.32 1.19
$ 1.28 1.34 1.20 0.96 1.39 1.32
10,823,953 9,069,227 7,761,627 7,920,969 3,499,620 3,244,945
Band 100 2011 2010
$ 1.36 1.21
$ 1.30 1.36
42,663 38,545
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2009 2008 2007 2006
0.97 1.40 1.33 1.21
1.21 0.97 1.40 1.33
36,460 35,525 201,943 27,324
110
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.40 1.25 0.99 1.43 1.35 1.20 1.13 1.00 (05/17/04)
$ 1.35 1.40 1.25 0.99 1.43 1.35 1.20 1.13
459,865 426,271 373,956 333,417 340,060 382,694 1,007,366 55,364
Band 0 2011 2010 2009 2008 2007
$ 1.45 1.28 1.02 1.45 1.36
$ 1.41 1.45 1.28 1.02 1.45
1,894,903 1,848,734 1,829,727 1,567,276 1,504,888
Russell Lifepoints Conservative Strategy Class R1 Band 125 2011 2010 2009
$ 1.31 1.20 1.00
$ 1.32 1.31 1.20
1,452,566 1,017,844 862,597
Russell Lifepoints Conservative Strategy Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.23 1.13 0.96 1.15 1.11 1.06
$ 1.24 1.23 1.13 0.96 1.15 1.11
1,639,854 1,366,110 1,134,503 1,078,024 651,059 516,502
Band 100 2011
$ 1.25
$ 1.26
2,056
Band 50 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2011 2010 2009 2008 2007 2006 2005
$ 1.29 1.18 0.99 1.18 1.13 1.07 1.04
$ 1.31 1.29 1.18 0.99 1.18 1.13 1.07
319,882 293,880 223,530 180,750 164,336 146,925 168,264
Band 0 2011 2010 2009 2008 2007
$ 1.34 1.22 1.02 1.20 1.15
$ 1.36 1.34 1.22 1.02 1.20
73,875 184,249 32,381 61,061 136,600
Russell Lifepoints Equity Growth Strategy Class R1 Band 125 2011 2010 2009
$ 1.46 1.29 1.00
$ 1.34 1.46 1.29
773,944 853,218 607,049
111
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Russell Lifepoints Equity Growth Strategy Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.31 1.17 0.91 1.59 1.50 1.28
$ 1.20 1.31 1.17 0.91 1.59 1.50
1,719,565 1,827,807 1,833,540 1,808,632 665,626 574,793
Band 100 2011 2010 2009 2008 2007 2006
$ 1.33 1.18 0.92 1.60 1.51 1.29
$ 1.22 1.33 1.18 0.92 1.60 1.51
0 17,762 13,428 8,048 4,332 1,462
Band 50 2011 2010 2009
$ 1.37 1.22 0.94
$ 1.27 1.37 1.22
109,599 95,936 65,770
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2008 2007 2006
1.63 1.53 1.30
0.94 1.63 1.53
54,653 30,865 22,258
Band 0 2011 2010 2009 2008 2007
$ 1.42 1.25 0.96 1.66 1.55
$ 1.32 1.42 1.25 0.96 1.66
655,879 564,669 498,307 352,872 288,610
Russell Lifepoints Growth Strategy Class R1 Band 125 2011 2010 2009
$ 1.44 1.28 1.00
$ 1.35 1.44 1.28
2,186,891 2,130,870 1,632,635
Russell Lifepoints Growth Strategy Class R3 Band 125 2011 2010 2009 2008 2007
$ 1.33 0.93 1.48 1.40 1.23
$ 1.24 1.33 1.18 0.93 1.48
4,912,708 4,777,844 4,296,854 2,986,069 1,352,927
Band 100 2011 2010 2009 2008 2007 2006
$ 1.35 1.20 0.94 1.49 1.41 1.24
$ 1.26 1.35 1.20 0.94 1.49 1.41
12,042 7,266 6,441 26,684 22,273 17,887
112
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010 2009 2008 2007 2006
$ 1.40 1.23 0.97 1.52 1.43 1.25
412,926 403,473 357,581 309,263 261,629 216,325
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.31 1.40 1.23 0.97 1.52 1.43
Band 0 2011 2010 2009 2008 2007
$ 1.44 1.27 0.99 1.55 1.45
$ 1.36 1.44 1.27 0.99 1.55
306,558 313,806 294,218 227,933 203,836
Russell Lifepoints In Retirement Fund Class R1 Band 125 2011
$1.00 (10/29/10) $ 1.00
4,324,983
Russell Lifepoints In Retirement Fund Class R3 Band 125 2011
$1.00 (10/29/10) $ 0.99
2,647,916
Band 0 2011
$1.00 (10/29/10) $ 1.00
44,926
Russell Lifepoints Moderate Strategy Class R1 Band 125 2011 2010 2009
$ 1.37 1.23 1.00
$ 1.36 1.37 1.23
4,969,510 5,032,536 4,922,739
Russell Lifepoints Moderate Strategy Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.28 1.16 0.95 1.26 1.20 1.11
$ 1.26 1.28 1.16 0.95 1.26 1.20
3,292,482 2,906,257 1,974,643 2,021,551 1,304,338 1,118,537
Band 50 2011 2010 2009 2008 2007
$ 1.35 1.21 0.98 1.30 1.23
$ 1.34 1.35 1.21 0.98 1.30
202,314 178,288 233,571 204,372 266,396
Band 0 2011 2010 2009 2008 2007
$ 1.39 1.24 1.01 1.32 1.24
$ 1.39 1.39 1.24 1.01 1.32
70,705 72,626 212,459 193,024 136,255
113
CONDENSED FINANCIAL INFORMATION (continued) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Russell Short Duration Bond Fund Band 125 2011
$ 1.17
$ 1.17
152
Russell U.S. Core Equity Fund Band 125 2011 2010 2009
$ 1.46 1.28 1.00
$ 1.40 1.46 1.28
108,122 117,536 127,289
Russell U.S. Quantitative Equity Fund Band 125 2011
$ 1.36
$ 1.40
84
State Street Equity Index 500 Class A Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 3.08 2.71 2.18 3.49 3.36 2.94 2.84 2.60 2.05 2.68
$ 3.09 3.08 2.71 2.18 3.49 3.36 2.94 2.84 2.60 2.05
50,117,530 51,291,297 51,231,917 50,845,463 55,174,503 61,505,096 66,509,154 70,497,847 69,924,821 66,528,028
Band 25 2011 2010 2009 2008
$ 3.31 2.89 2.29 3.64
$ 3.36 3.31 2.89 2.29
0 278,361 231,250 169,224
Band 0 2011 2010
$ 3.37 2.93
$ 3.43 3.37
510,836 554,848
State Street Equity Index 500 II Class R Band 125 2011 2010 2009 2008 2007 2006
$ 1.06 0.94 0.76 1.23 1.18 1.04
$ 1.07 1.06 0.94 0.76 1.23 1.18
11,886,204 10,242,978 8,423,461 4,802,516 3,047,852 1,046,510
Band 100 2011
$ 1.08
$ 1.08
46,210
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010 2009 2008 2007 2006
0.95 0.77 1.23 1.19 1.04
1.08 0.95 0.77 1.23 1.19
40,030 47,648 30,528 50,794 65,291
114
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010 2009 2008 2007 2006
$ 1.11 0.98 0.78 1.25 1.20 1.05
$ 1.12 1.11 0.98 0.78 1.25 1.20
1,126,195 1,001,427 700,949 826,395 895,967 861,397
Band 0 2011 2010 2009 2008 2007 2006 2005
$ 1.14 1.00 0.79 1.27 1.21 1.05 1.00 (06/03/05)
$ 1.16 1.14 1.00 0.79 1.27 1.21 1.05
1,605,518 1,570,803 1,063,860 826,531 789,899 627,105 100,014
T. Rowe Price Blue Chip Growth Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.33 1.16 0.83 1.46 1.32 1.22 1.17
$ 1.32 1.33 1.16 0.83 1.46 1.32 1.22
874,061 739,675 587,387 455,034 450,140 355,842 32,347
Band 0 2011 2010 2009 2008 2007 2006
$ 1.45 1.25 0.88 1.55 1.37 1.26
$ 1.47 1.45 1.25 0.88 1.55 1.37
147,101 182,830 183,794 53,548 25,226 17,751
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
T. Rowe Price Equity Income Portfolio Institutional Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 3.01 2.65 2.14 3.38 3.32 2.82 2.75 2.43 1.96 2.28
$ 2.95 3.01 2.65 2.14 3.38 3.32 2.82 2.75 2.43 1.96
31,555,227 31,287,671 30,736,636 31,607,191 32,632,988 34,271,106 32,074,795 30,909,884 27,583,106 25,659,444
T. Rowe Price Equity Income Portfolio R Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.55 1.37 1.11 1.75 1.73 1.49
$ 1.51 1.55 1.37 1.11 1.75 1.73
5,426,626 4,656,607 3,502,146 2,831,166 2,777,628 2,311,570
115
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010 2009 2008 2007 2006
$ 1.63 1.43 1.15 1.81 1.77 1.33
$ 1.60 1.63 1.43 1.15 1.81 1.77
532,365 531,099 438,712 375,331 357,456 334,595
Band 0 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.70 1.49 1.19 1.86 1.81 1.53 1.47 1.27
$ 1.68 1.70 1.49 1.19 1.86 1.81 1.53 1.47
435.757 398,240 199,762 183,707 428,387 75,257 906,125 88,880
T. Rowe Price European Stock Portfolio No Load Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003
$ 1.50 1.40 1.05 1.88 1.65 1.27 1.18 1.03 0.76
$ 1.34 1.50 1.40 1.05 1.88 1.65 1.27 1.18 1.03
165,127 158,801 139,222 134,583 118,471 103,995 111,311 77,610 39,113
T. Rowe Price Growth Stock Fund Class Advisor Band 125 2011 2010 2009 2008 2007
$ 0.94 0.81 0.58 1.01 1.00 (05/24/07)
$ 0.92 0.94 0.81 0.58 1.01
42,190,123 45,132,742 44,304,026 41,058,680 41,491,305
T. Rowe Price Growth Stock Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006
$ 1.59 1.38 0.98 1.73 1.59 1.44
$ 1.54 1.59 1.38 0.98 1.73 1.59
4,082,195 3,852,858 3,944,711 3,159,609 2,989,654 19,906,624
Band 100 2011 2010 2009 2008 2007
$ 1.62 1.40 0.99 1.75 1.61
$ 1.58 1.62 1.40 0.99 1.75
109,927 95,615 20,297 12,089 3,632
116
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Band 50 2011 2010
$ 1.68 1.45
30,150 42,627
Band 0
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.64 1.68
2011 2010 2009 2008 2007 2006 2005 2004
$ 1.76 1.51 1.06 1.84 1.68 1.48 1.36 1.25
$ 1.73 1.76 1.51 1.06 1.84 1.68 1.48 1.36
142,187 113,697 113,454 88,934 76,401 63,112 3,399,338 542,634
T. Rowe Price International Growth & Income Class Advisor Band 125 2011 2010 2009 2008 2007
$ 0.77 0.71 0.54 0.99 1.00 (05/24/07)
$ 0.68 0.77 0.71 0.54 0.99
12,937,832 12,584,870 17,713,993 15,573,207 15,725,907
T. Rowe Price International Growth & Income Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004 2003
$ 2.06 1.89 1.43 2.64 2.47 1.94 1.70 1.40 1.00 (05/01/03)
$ 1.80 2.06 1.89 1.43 2.64 2.47 1.94 1.70 1.40
865,689 849,990 979,529 966,118 852,748 4,854,778 705,104 109,440 9,120
Band 100 2011 2010 2009 2008 2007
$ 2.09 1.92 1.45 2.67 2.62
$ 1.84 2.09 1.92 1.45 2.67
55,629 48,425 23,053 18,177 5,168
T. Rowe Price International Stock Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.62 1.44 0.96 1.89 1.69 1.44 1.26
$ 1.40 1.62 1.44 0.96 1.89 1.69 1.44
193,069 194,558 275,610 191,202 161,954 70,847 339
117
CONDENSED FINANCIAL INFORMATION (continued) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
T. Rowe Price Mid-Cap Growth Fund Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 2.28 1.82 1.27 2.14 1.85 1.76 1.56 1.34
$ 2.22 2.28 1.82 1.27 2.14 1.85 1.76 1.56
1,190,498 909,111 210,325 0 1,200,334 1,149,987 805,493 374,710
Band 0 2011 2010
$ 2.53 1.98
$ 2.48 2.53
382,941 302,345
T. Rowe Price Retirement 2015 Advisor Class Band 125 2011
$ 1.04
$ 1.02
2,879,309
T. Rowe Price Retirement 2015 Retirement Class Band 125 2011
$ 1.04
$ 1.02
939,585
Band 0 2011
$ 1.04
$ 1.03
138,383
T. Rowe Price Retirement 2020 Advisor Class Band 125 2011 2010
$ 1.05 1.00 (10/29/10)
$ 1.02 1.05
2,173,654 42,981
T. Rowe Price Retirement 2020 Retirement Class Band 125 2011
$ 1.04
$ 1.01
1,337,962
Band 0 2011
$ 1.05
$ 1.03
555,971
T. Rowe Price Retirement 2025 Advisor Class Band 125 2011
$ 1.05
$ 1.01
735,599
T. Rowe Price Retirement 2025 Retirement Class Band 125 2011
$ 1.06
$ 1.01
836,175
Band 0 2011
$ 1.06
$ 1.03
188,993
T. Rowe Price Retirement 2030 Advisor Class Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 125 2011 2010
$ 1.06 1.00 (10/29/10)
$ 1.01 1.06
2,960,689 5,541
T. Rowe Price Retirement 2030 Retirement Class Band 125 2011
$ 1.05
$ 1.01
1,092,288
Band 0 2011
$ 1.06
$ 1.02
287,180
118
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
T. Rowe Price Retirement 2035 Advisor Class Band 125 2011
$ 1.06
$ 1.01
1,226,877
T. Rowe Price Retirement 2035 Retirement Class Band 125 2011
$ 1.06
$ 1.01
530,152
Band 0 2011
$ 1.06
$ 1.02
230192
T. Rowe Price Retirement 2040 Advisor Class Band 125 2011 2010
$ 1.06 1.00 (10/29/10)
$ 1.01 1.06
1,459,824 4,265
T. Rowe Price Retirement 2040 Retirement Class Band 125 2011
$ 1.06
$ 1.00
798,303
Band 0 2011
$ 1.06
$ 1.02
196,544
T. Rowe Price Retirement 2045 Advisor Class Band 125 2011
$ 1.06
$ 1.01
405,885
T. Rowe Price Retirement 2045 Retirement Class Band 125 2011
$ 1.06
$ 1.01
359,226
Band 0 2011
$ 1.06
$ 1.02
78,030
T. Rowe Price Retirement 2050 Advisor Class Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 125 2011
$ 1.06
$ 1.01
103,905
T. Rowe Price Retirement 2050 Retirement Class Band 125 2011
$ 1.06
$ 1.00
259,489
Band 0 2011
$ 1.06
$ 1.02
56,217
T. Rowe Price Retirement 2055 Advisor Class Band 125 2011
$ 1.06
$ 1.01
11,259
T. Rowe Price Retirement 2055 Retirement Class Band 125 2011
$ 1.06
$ 1.01
47,139
Band 0 2011
$ 1.06
$ 1.02
203
T. Rowe Price Retirement Income Advisor Class Band 125 2011
$ 1.02
$ 1.02
94,381
119
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
T. Rowe Price Retirement Income Retirement Class Band 125 2011
$ 1.02
$ 1.02
350,527
T. Rowe Price Mid-Cap Value Class Advisor Band 125 2011 2010 2009 2008 2007
$ 0.97 0.85 0.59 0.99 1.00 (05/24/07)
$ 0.91 0.97 0.85 0.59 0.99
620,518 673,974 456,958 490,124 540,258
Band 0 2011 2010
$ 1.02 .88
$ 0.97 1.02
856,219 778,222
T. Rowe Price Mid-Cap Value Retirement Class Band 125
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2011 2010 2009 2008 2007 2006 2005 2004 2003
$ 2.18 1.91 1.32 2.06 2.08 1.76 1.66 1.40 1.00 (05/01/03)
$ 2.04 2.18 1.91 1.32 2.06 2.08 1.76 1.66 1.40
1,000,705 941,679 736,143 583,603 551,593 814,235 686,738 490,289 936
Band 0 2011 2010
$ 2.43 2.09
$ 2.30 2.43
19,615 22,033
Templeton Foreign Class A Band 125 2011 2010 2009 2008 2007
$ 0.91 0.85 0.57 1.07 1.00 (05/24/07)
$ 0.78 0.91 0.85 0.57 1.07
897,945 572,657 599,494 211,981 188,000
Templeton Foreign Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.59 1.49 1.01 1.90 1.65 1.40 1.28 1.12
$ 1.37 1.59 1.49 1.01 1.90 1.65 1.40 1.28
686,983 706,504 633,679 555,568 461,645 474,067 311,866 158,226
Band 0 2011 2010
$ 1.75 1.00
$ 1.52 1.75
5,554 2,026
120
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Templeton Global Bond Class A Band 125 2011
$ 1.01
252,519
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 0.98
Templeton Global Bond Retirement Class Band 125 2011
$ 1.01
$ 0.97
112,685
Templeton Growth Class A Band 125 2011 2010 2009 2008 2007
$ 0.73 0.69 0.53 0.95 1.00 (05/24/07)
$ 0.68 0.73 0.69 0.53 0.95
1,040,993 1,122,428 2,260,057 3,969,026 8,454,516
Templeton Growth Retirement Class Band 125 2011 2010 2009 2008 2007 2006 2005 2004
$ 1.26 1.19 0.92 1.66 1.65 1.37 1.29 1.12
$ 1.16 1.26 1.19 0.92 1.66 1.65 1.37 1.29
1,184,158 1,321,604 1,586,280 1,421,025 1,648,502 6,063,287 2,545,865 259,477
Band 0 2011 2010 2009 2008
$ 1.38 1.29 0.99 1.75
$ 1.29 1.38 1.29 0.99
10,714 155,262 140.218 122,770
Thornburg Core Growth Class R3 Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.19 1.09 0.76 1.58 1.43 1.23 1.02
$ 1.19 1.19 1.09 0.76 1.58 1.43 1.23
1,136,037 1,748,703 2,122,941 1,885,904 1,565,277 3,696,961 316,462
Band 0 2011 2010 2009 2008 2007
$ 1.28 1.17 0.80 1.64 1.47
$ 1.30 1.28 1.17 0.80 1.64
9,008 19,924 14,492 177,751 207,040
Thornburg Core Growth Class R5 Band 125 2011 2010 2009 2008
$ 0.78 0.72 0.50 1.02
$ 0.79 0.78 0.72 0.50
5,363,789 8,530,808 10,694,351 10,171,492
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2007
1.00 (05/24/07)
1.02
7,443,147
121
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Thornburg International Value Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.58 1.40 1.08 1.89 1.50 1.24
$ 1.35 1.58 1.40 1.08 1.89 1.50
6,055,133 5,036,486 3,967,180 3,190,732 2,027,013 3,123,096
Band 100 2011 2010 2009 2008 2007 2006
$ 1.60 1.42 1.10 1.91 1.51 1.24
$ 1.37 1.60 1.42 1.10 1.91 1.51
104,945 92,174 102,988 71,819 42,858 43,364
Band 50 2011 2010
$ 1.65 1.00
$ 1.42 1.65
1,391 1,348
Band 0 2011 2010 2009 2008 2007 2006 2005
$ 1.70 1.50 1.14 1.96 1.54 1.23 1.05
$ 1.47 1.70 1.50 1.14 1.96 1.54 1.23
409,865 329,319 255,881 240,703 230,708 199,459 754,674
Thornburg International Value Class R5 Band 125 2011 2010 2009 2008 2007
$ 0.96 0.86 0.66 1.14 1.00 (05/24/07)
$ 0.83 0.96 0.86 0.66 1.14
15,120,866 12,711,651 9,790,206 9,479,363 10,108,060
Band 25 2011
$ 1.00
$ 0.87
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010 2009 2008
0.88 0.67 1.15
1.00 0.88 0.67
837,379 691,568 462,111
Band 0 2011 2010
$ 1.01 .88
$ 0.88 1.01
814,258 609,979
Thornburg Invest Income Builder Class R3 Band 125 2011 2010
$ 1.15 1.00
$ 1.14 1.15
145,521 18,602
122
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Thornburg Limited-Term Income Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.23 1.17 1.02 1.07 1.02 1.00 (01/01/06)
$ 1.28 1.23 1.17 1.02 1.07 1.02
2,671,637 2,067,429 3,430,194 2,647,722 2,567,949 103,089
Band 100 2011 2010 2009 2008
$ 1.25 1.19 1.03 1.08
$ 1.30 1.25 1.19 1.03
906 602 298 621
Band 0 2011 2010
$ 1.33 1.00
$ 1.40 1.33
93,105 143,412
Thornburg Limited-Term U.S. Government Class R3 Band 125 2011 2010 2009 2008 2007 2006
$ 1.18 1.16 1.13 1.07 1.02 1.00 (12/13/04)
$ 1.21 1.18 1.16 1.13 1.07 1.02
193,611 263,241 434,400 353,683 108,519 7,215
Thornburg Value Class R3 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Band 125 2011 2010 2009 2008 2007 2006
$ 1.23 1.14 0.79 1.38 1.32 1.10
$ 1.05 1.23 1.14 0.79 1.38 1.32
1,134,316 1,749,057 1,226,796 987,743 793,227 179,766
Band 0 2011 2010 2009 2008 2007
$ 1.32 1.21 0.84 1.43 1.35
$ 1.14 1.32 1.21 .84 1.43
149,638 79.276 48,498 61,335 53,573
TIAA-CREF Bond Index Retirement Class Band 125 2011 2010
$ 1.02 1.00 (05/27/10)
$ 1.08 1.02
66,044 395
TIAA-CREF Growth & Income Retirement Class Band 125 2011 2010
$ 1.14 1.02
$ 1.15 1.14
348,821 55,216
123
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
TIAA-CREF International Equity Index Retirement Class Band 125 2011 2010
$ 1.08 1.02
$ 0.94 1.08
258,961 51,809
TIAA-CREF Large Cap Growth Index Retirement Class Band 125 2011
$ 1.17
$ 1.19
360,489
TIAA-CREF Large Cap Value Index Retirement Class Band 125 2011 2010
$ 1.15 1.01
$ 1.14 1.15
94,634 6,196
TIAA-CREF Social Choice Equity Retirement Class Band 125 2011
$ 1.16
$ 1.15
294,583
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2010
1.02
1.16
178,008
Timothy Conservative Growth Class A Band 125 2011 2010 2009 2008
$ 0.93 0.84 0.70 1.00
$ 0.93 0.93 0.84 0.70
105,756 89,225 87,660 10,335
Timothy Strategic Growth Class A Band 125 2011 2010 2009 2008
$ 0.84 0.75 0.59 0.99
$ 0.80 0.84 0.75 0.59
108,068 86,314 123,458 33,350
Vanguard Explorer Fund Class Investor Band 125 2010 2009 2008 2007 2006 2005 2004 2003 2002
$ 2.57 1.91 3.25 3.13 2.89 2.68 2.39 1.67 2.25
$ 3.24 2.57 1.91 3.25 3.13 2.89 2.68 2.39 1.67
5,573,909 4,757,806 4,291,897 4,014,218 3,446,887 2,243,478 2,037,046 1,768,543 1,182,344
Band 0 2008
$ 1.97
$ 2.11
6,994
124
CONDENSED FINANCIAL INFORMATION (continued)
Investment Account
Accumulation Unit Accumulation Value Unit at beginning of Value at end of period period
Number of Accumulation Units Outstanding at end of period
Vanguard Short-Term Federal Fund Class Investor Band 125 2011 2010 2009 2008 2007 2006 2005
$ 1.84 1.80 1.77 1.68 1.58 1.53 1.53
1,646,475 1,118,269 978,912 1,108,142 734,085 633,695 489,769
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$ 1.86 1.84 1.80 1.77 1.68 1.58 1.53
2004 2003 2002
1.52 1.49 1.42
1.53 1.52 1.49
503,873 330,047 122,492
Band 0 2008
$ 1.97
$ 2.11
6,994
Vanguard VIF Small Company Growth Portfolio Class Insurance Band 125 2011 2010
$ 1.21 1.00 (05/27/10)
$ 1.21 1.21
16,391,562 15,516
125
INFORMATION ABOUT AUL, THE VARIABLE ACCOUNT, AND THE FUNDS ®
American United Life Insurance Company
AUL is a stock insurance company existing under the laws of the State of Indiana. It was originally incorporated as a fraternal society on November 7, 1877, under the laws of the federal government, and reincorporated as a mutual insurance company under the laws of the State of Indiana in 1933. On December 17, 2000, AUL converted from a mutual life insurance company to a stock life insurance company ultimately controlled by a mutual holding company, American United Mutual Insurance Holding Company ("MHC"). After conversion, MHC issued voting stock to a newly-formed stock holding company, OneAmerica Financial Partners, Inc. (the "Stock Holding Company"). The Stock Holding Company may, at some future time, offer shares of its stock publicly or privately; however, MHC must always hold at least 51 percent of the voting stock of the Stock Holding Company, which in turn owns 100 percent of the voting stock of AUL. No plans have been formulated to issue any shares of capital stock of the Stock Holding Company at this time. In 2003, the Stock Holding Company issued $200 million aggregate principal amount of its 7 percent senior notes due 2033. AUL conducts a conventional life insurance and annuity business. At December 31, 2011, the OneAmerica Financial Partners, Inc. enterprise, in which AUL is a subsidiary, had assets of $25,970.8 million and had equity of $2,121.6 million. The principal underwriter for the Contracts is OneAmerica Securities, Inc., a wholly owned subsidiary of AUL. OneAmerica Securities, Inc. is registered as a broker-dealer with the SEC.
Variable Account The AUL American Unit Trust was established by AUL on August 17, 1989, under procedures established under Indiana law. The income, gains, or losses of the Variable Account are credited to or charged against the assets of the Variable Account without regard to other income, gains, or losses of AUL. AUL owns the assets in the Variable Account and is required to maintain sufficient assets in the Variable Account to meet all Variable Account obligations under the Contracts. AUL may transfer to its General Account assets that exceed anticipated obligations of the Variable Account. All obligations arising under the Contracts are general corporate obligations of AUL. AUL may invest its own assets in the Variable Account, and may accumulate in the Variable Account proceeds from Contract charges and investment results applicable to those assets. The Variable Account is currently divided into sub-accounts referred to as Investment Accounts. Each Investment Account invests exclusively in shares of a specific fund or in a specific portfolio of one of the Funds. Contributions may be allocated to one (1) or more Investment Accounts available under a Contract. Not all of the Investment Accounts may be available under a particular Contract and some of the Investment Accounts are not available for certain types of Contracts. AUL may in the future establish additional Investment Accounts of the Variable Account, which may invest in other portfolios of the Funds or in other securities, Funds, or investment vehicles. The Variable Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). Registration with the SEC does not involve supervision by the SEC of the administration or investment practices of the Variable Account or of AUL.
The Funds Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Each of the Funds is a diversified, open-end management investment company commonly referred to as a fund. Each of the Funds is registered with the SEC under the 1940 Act. Such registration does not involve supervision by the SEC of the investments or investment policies or practices of the Fund. Each portfolio has its own investment objectives and policies. The shares of each fund portfolio are purchased by AUL for the corresponding Investment Account at the portfolio's net asset value per share, i.e., without any sales load. All dividends and capital gain distributions received from a portfolio are automatically reinvested in such portfolio at net asset value, unless AUL instructs otherwise. AUL has entered into agreements with the Allianz Global Investment Management LLC; AllianceBernstein LP; American Century® Global Investment Management, Inc.; American Century® Investment Management, Inc.; Ariel Capital Management, Inc.; BlackRock; Calvert Asset Management Company; Capital Research and Management Company; Century Chartwell Investment Partners, L.P.; Columbia Management Advisors, LLC; Cramer Rosenthal McGlynn, LLC; Deutsche Investment Management Americas, Inc.; Dimensional Fund Advisors Ltd.; Fidelity® Management & Research Company; Fifth Third Asset Management, Inc.; Franklin Advisers, Inc.; Franklin Advisory Services, LLC; Fred Alger Management, Inc.; Goldman Sachs Asset Management, Granahan Investment Management, Inc.; L.P.; Harris Associates LP; Hensseler Asset Management, LLC, Invesco AIM Advisors, Inc.; Janus Capital Management LLC; Kalmar Investment Advisers; Lord, Abbett & Company LLC; Managers Investment Group LLC, Manning & Napier Advisors, Inc.; M&I Investment Corporation; Massachusetts Financial Services Company; MFS Investment Management; Neuberger Berman Management, Inc.; Nuveen Fund Advisors, Inc., OMCAP Investors; OneAmerica Funds, Inc.; OppenheimerFunds®, Inc.; Pacific Investment Management Company LLC; Northern Trust Investments, Inc; Parnassus Investments, Pax World Management, Corp.; Payden & Rygel, Payden/Kravitz Investment Advisors LLC, Pioneer Investment Management Co.; Prudential Investments LLC; Ridgeworth Capital Management, Inc., Russell Investment Management Company; State Street Bank & Trust Company; Strategic Advisers,Inc. Teachers Advisors, Inc.; Templeton Global Advisors Limited; Thornburg Investment Management, Inc.; Timothy Partners, Ltd; T. Rowe Price Associates, Inc., T. Rowe Price International, Inc.; Wellington Management Company and The Vanguard Group under which AUL has agreed to 126 render certain services and to provide information about these Funds to its Contract Owners and/or Participants who invest in the Investment Accounts that invest in these Funds.
Revenue AUL Receives Under the agreements referenced in the immediately preceding section, AUL has agreed to render certain services and to provide information about the Funds in the preceding paragraph to its Contract Owners and/or Participants who invest in the Investment Accounts that invest in these Funds. Further, under these agreements, AUL may directly or indirectly receive payments from the underlying Fund portfolios, their advisers, sub-advisers, distributors or affiliates thereof, in connection with these certain administrative, marketing and other services AUL provides and expenses AUL incurs. AUL generally receives these types of payments: Rule 12b-1 Fees & Other Fees. By virtue of the agreements entered into between the Funds and AUL, AUL receives compensation from the Distributor/Advisor of the Funds, ranging from 0.0 percent until a certain level of Fund assets have been purchased to an annual service fee of up to 0.75 percent based on the average daily market value of shares owned by the Separate Account. AUL retains any such 12b-1 and any other fees it receives that are attributable to AUL's variable insurance products. Administrative, Marketing and Support Service Fees ("Support Fees"). As noted above, an investment advisor, sub-advisor, administrator and/or distributor (or affiliates thereof) of the underlying Fund portfolios may make payments to AUL. These payments may be derived, in whole or in part, from the advisory fee deducted from the underlying Fund portfolio assets. Contract Owners and /or Participants, through their investment in the Investment Accounts that invest in underlying Fund portfolios; bear the costs of these advisory fees. The amount of the payments AUL receives is based on a percentage of the assets of the particular underlying Fund portfolios attributable to the Contract and to certain other variable insurance products that AUL issues. These percentages differ and may be significant. Some advisers or sub-advisers pay AUL more than others. Since not all Funds pay AUL the same amount of 12b-1 Fees or Support Fees, the amount of the fees received by AUL may be greater or smaller depending upon the manner in which the money that makes up a Participant's Account Value is allocated. The investment advisors of the Funds are identified in the Summary. All of the investment advisors are registered with the SEC as investment advisors. The Funds offer their shares as investment vehicles to support variable annuity contracts. The advisors or distributors to certain of the Funds may advise and distribute other investment companies that offer their shares directly to the public,
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
some of which have names similar to the names of the Funds in which the Investment Accounts invest. These investment companies offered to the public should not be confused with the Funds in which the Investment Accounts invest. The Funds are described in their prospectuses, which accompany this prospectus. The Owner and/or Participant should consult his or her registered representative or financial advisor who may provide information on the Funds, as not all of them may be suitable for an Owner's and/or Participant's long-term investment needs. The Owner and/or Participant's can lose money by investing in a Contract, and the underlying Funds could underperform other investments. Although the investment objectives and policies of certain Funds are similar to the investment objectives and policies of other portfolios that may be managed or sponsored by the same investment advisor, sub-advisor, manager, or sponsor, AUL does not represent or assure that the investment results will be comparable to those of any other portfolio, even where the investment advisor, sub-advisor, or manager is the same. Certain Funds available through the Contract have names similar to Funds not available through the Contract. The performance of a Fund not available through the Contract does not indicate performance of a similarly named Fund available through the Contract. Differences in portfolio size, actual investments held, fund expenses, and other factors all contribute to differences in Fund performance. For all these reasons, investment results are expected to differ. Each Fund is registered with the SEC as a diversified, open-end management investment company under the 1940 Act, although the SEC does not supervise the Fund's management or investment practices and policies. Each of the Funds comprises one or more of the portfolios and other series that may not be available under the Contracts. The investment objectives of each of the portfolios are described below. THE FUNDS ARE DESCRIBED IN THEIR PROSPECTUSES, WHICH ACCOMPANY THIS PROSPECTUS. FOR MORE COMPLETE INFORMATION CONCERNING THE APPLICABLE FUND AND ITS PORTFOLIOS, PLEASE SEE THE APPLICABLE FUND'S PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING. 127
Fund & Class Designation
Objective
Alger Balanced Institutional
Seeks current income and long-term capital growth.
Alger Capital Appreciation Portfolio Institutional
Seeks long-term capital appreciation.
Alger Capital Appreciation Institutional Institutional & Retirement
Seeks long-term capital appreciation.
Alger Large Cap Growth Institutional
Seeks long-term capital appreciation.
Alger Small Cap Growth Institutional Institutional & Retirement
Seeks long-term capital appreciation.
AllianceBernstein Core Opportunities (Formerly AllianceBernstein Focused Growth & Income Fund) Retirement
Seeks long-term growth of capital.
AllianceBernstein 2010 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein 2015 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein 2020 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein 2025 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein 2030 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein 2035 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
AllianceBernstein 2040 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein 2045 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein 2050 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein 2055 Retirement Strategy Advisor & Retirement
Seeks to achieve highest total return consistent with its asset mix.
AllianceBernstein Global Value Fund Retirement
Seeks long-term growth of capital.
AllianceBernstein International Growth Fund Retirement
Seeks long-term growth of capital.
AllianceBernstein International Value Fund Retirement
Seeks long-term growth of capital.
AllianceBernstein Small-Cap Growth Fund Retirement
Seeks long-term growth of capital.
AllianceBernstein Small/Mid-Cap Growth Fund Retirement
Seeks long-term growth of capital.
AllianceBernstein Small/Mid Cap Value Retirement
Seeks long-term growth of capital.
AllianceBernstein Value Fund Retirement
Seeks long-term growth of capital.
Allianz NFJ Dividend Value Administrative & Retirement
Seeks current income and long-term growth of capital.
Allianz NFJ Mid-Cap Value Fund Administrative & Retirement (Formerly Allianz NFJ Renaissance Administrative & Retirement)
Seeks long-term growth of capital and income.
Allianz NFJ Small-Cap Value Administrative & Retirement
Seeks long-term growth of capital and income.
Allianz RCM Large-Cap Growth Retirement
Seeks long-term capital appreciation.
American Century® Diversified Bond Class A* & Investor
Seeks a high level of income by investing in non-money market debt securities.
* Load Waived
128
Fund & Class Designation
Objective
®
American Century Emerging Markets Fund Class A* & Investor
Seeks long-term capital growth.
American Century® Equity Growth Class A*
Seeks capital appreciation.
American Century® Equity Income Class A* & Investor
Seeks current income and capital appreciation.
American Century® Ginnie Mae Class A*
Seeks high current income.
American Century® Growth Class A*
Seeks long-term capital growth.
American Century® Heritage Class A*
Seeks long-term capital growth.
American Century® Income & Growth Investor
Seeks capital growth.
American Century® Inflation-Adjusted Bond Class A*
Seeks total return & potential inflation protection.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
American Century® International Bond Class A* & Investor
Seeks high total return.
American Century® International Discovery Class A* & Investor
Seeks long-term capital growth.
American Century® International Growth Class A* & Investor
Seeks long-term capital growth.
American Century® Large Company Value Class A*
Seeks long-term growth & income.
American Century® LIVESTRONG 2015 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix.
American Century® LIVESTRONG 2020 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix.
American Century® LIVESTRONG 2025 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix.
American Century® LIVESTRONG 2030 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix.
American Century® LIVESTRONG 2035 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix.
American Century® LIVESTRONG 2040 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix.
American Century® LIVESTRONG 2045 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix.
American Century® LIVESTRONG 2050 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix.
American Century® LIVESTRONG 2055 Class A* & Investor
Seeks to achieve highest total return consistent with its asset mix
American Century® LIVESTRONG Income Class A* & Investor
Seeks current income and capital appreciation as a secondary objective.
American Century® Mid Cap Value Class A* & Investor
Seeks long-term capital appreciation and growth of income.
American Century® Real Estate Class A* & Investor
Seeks high total investment return.
American Century® Select Class A* & Investor
Seeks long-term capital growth.
American Century® Small Cap Growth Class A*
Seeks long-term growth.
American Century® Small Cap Value Class A* & Investor
Seeks long-term growth & income.
American Century® Small Company Class A*
Seeks capital appreciation.
American Century® Strategic Allocation: Aggressive Class A* & Investor
Seeks long-term capital appreciation & minimal income.
American Century® Strategic Allocation : Conservative Class A* & Seeks current income & moderate growth over time. Investor
* Load Waived
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
129
Fund & Class Designation
Objective
®
American Century Strategic Allocation : Moderate Class A* & Investor
Seeks growth over time & some income.
American Century® Ultra® Class A* & Investor
Seeks long-term growth.
American Century® Vista Class A* & Investor
Seeks long-term capital growth.
American Century® VP Capital Appreciation Class I
Seeks capital growth.
American Funds® AMCAP Fund® Class R3 & Class R4
Seeks long-term growth of capital.
American Funds® American Balanced Class R3 & Class R4
Seeks conservation of capital, current income and long-term growth of capital and income.
American Funds® American High-Income TrustSM Class R3 & Class R4
Seeks high level of current income with capital appreciation.
American Funds® Capital World Growth & Income FundSM Class R3 & Class R4
Seeks long-term growth of capital.
American Funds® EuroPacific Growth Fund Class R3 & Class R4
Seeks long-term growth of capital.
American Funds® Fundamental InvestorsSM Class R3 & Class R4
Seeks long-term growth of capital & income.
American Funds® Growth Fund of America® Class R3 & Class R4
Seeks long-term growth of capital.
American Funds® Intermediate Bond Fund of America® Class R3 & Seeks current income with preservation of capital. Class R4 American Funds® New Perspective Class R2 & R3
Seeks conservation of capital, current income and long-term growth of capital and income.
American Funds® SMALLCAP World Fund® Class R3 & Class R4 Seeks long-term growth of capital. American Funds Washington Mutual Investors Fund Class R3 & Class R4
Seeks to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing.
Ariel Appreciation
Seeks long-term capital appreciation.
Ariel
Seeks long-term capital appreciation.
BlackRock Global Allocation Institutional & Retirement
Seeks to provide high total investment return.
BlackRock Small Cap Growth Equity Institutional
Seeks long-term capital appreciation.
BMO Mid-Cap Growth Investor (Formerly Marshall Mid-Cap Growth Fund Investor)
Seeks capital appreciation.
BMO Mid-Cap Value Investor (Formerly Marshall Mid-Cap Value Fund Investor)
Seeks capital appreciation.
BMO Small-Cap Growth Investor Class (Formerly Marshall Small Cap Growth Fund)
Seeks capital appreciation.
Calvert Income Class A*
Seeks to maximize long-term income. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Calvert Equity Portfolio Class A*
Seeks growth of capital.
Calvert Small Cap Value Fund Class A*
Seeks growth of capital.
Calvert SRI Mid-Cap Growth
Seeks long-term capital appreciation.
Columbia Emerging Markets Fund Class A* & Class Z
Seeks high total return.
Columbia Mid Cap Index Fund Class A
Seeks total return.
Columbia MultiAdvisor Small Cap Value Class A* & Class Z
Seeks long-term capital appreciation.
Columbia Seligman Communications & Information Class A* & Class Z
Seeks capital gain.
Columbia Small Cap Index Fund Class A
Seeks total return.
* Load Waived
130
Fund & Class Designation
Objective
Compass EMP Alternative Asset Class A*& Class T
Seeks to achieve long-term capital appreciation with current income as a secondary objective.
Compass EMP Multi-Asset Balance Class A* & Class T
Seeks to achieve current income with capital appreciation as a secondary objective.
Compass EMP Multi-Asset Growth Class A* & Class T
Seeks to achieve long-term capital appreciation.
CRM Mid Cap Value Fund Investor
Seeks long-term capital appreciation.
CRM Small Cap Value Fund Investor
Seeks long-term capital appreciation.
DFA Emerging Markets Value Class R2
Seeks long-term capital appreciation.
DFA Global 25/75 Class R2
Seeks above average current income and long-term capital appreciation.
DFA Global 60/40 Class R2
Seeks total return.
DFA Global Equity Class R2
Seeks total return.
DFA International Value Class R2
Seeks long-term capital appreciation.
DFA US Targeted Value Class R2
Seeks long-term capital appreciation.
DWS Alternative Asset Allocation Plus Class A* & Class S
Seeks capital appreciation.
DWS Dreman Mid Cap Value Class A* & Class S
Seeks long-term capital appreciation.
DWS Dreman Small Cap Value Class A* & Class S
Seeks long-term capital appreciation.
DWS Large Cap Value Class A* & Class S
Seeks long-term capital appreciation with current income as a secondary objective.
DWS RREEF Real Estate Securities Class A* and Class S
Seeks total return through current income & long term capital appreciation as a secondary objective.
DWS Strategic Government Securities Class A* and Class S
Seeks high current income.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Fidelity® Advisor Diversified International Class T
Seeks capital growth.
Fidelity® Advisor Dividend Growth Class T
Seeks capital appreciation.
Fidelity® Advisor Equity Growth Class T
Seeks capital appreciation.
Fidelity® Advisor Equity Income Class T
Seeks to obtain dividend interest and income & capital appreciation.
Fidelity® Advisor Freedom 2010 Class A* & Class T
Seeks high total return with principal preservation.
Fidelity® Advisor Freedom 2015 Class A* & Class T
Seeks high total return with principal preservation.
Fidelity® Advisor Freedom 2020 Class A* & Class T
Seeks high total return with principal preservation.
Fidelity® Advisor Freedom 2025 Class A* & Class T
Seeks high total return with principal preservation.
Fidelity® Advisor Freedom 2030 Class A* & Class T
Seeks high total return with principal preservation.
Fidelity® Advisor Freedom 2035 Class A* & Class T
Seeks high total return with principal preservation.
Fidelity® Advisor Freedom 2045 Class A* & Class T
Seeks high total return with principal preservation.
Fidelity® Advisor Freedom 2050 Class A* & Class T
Seeks high total return with principal preservation.
Fidelity Advisor Freedom 2055 Class A* & Class T
Seeks high total return.
Fidelity® Advisor Freedom Income Class A* & Class T
Seeks high total return with principal preservation.
Fidelity® Advisor Growth & Income Class T
Seeks high total return.
Fidelity® Advisor Growth Opportunities Class T
Seeks capital growth.
Fidelity® Advisor International Capital Appreciation Class T
Seeks capital appreciation.
Fidelity® Advisor Leveraged Company Stock Class A* & Class T
Seeks capital appreciation.
Fidelity® Advisor Mid Cap Class T
Seeks long-term growth of capital.
* Load Waived
131
Fund & Class Designation
Objective
®
Fidelity Advisor New Insights Class A* & Class T
Seeks capital appreciation.
Fidelity® Advisor Overseas Class T
Seeks long-term growth of capital.
Fidelity Advisor Real Estate Class A* & Class T
Seeks above average income & long term capital growth.
Fidelity Advisor Small Cap Class A* & Class T
Seeks long-term capital appreciation.
Fidelity® Advisor Stock Selector All Cap Class T
Seeks capital appreciation.
Fidelity® Advisor Strategic Income Class A*
Seeks a high level of current income.
Fidelity® Advisor Value Class A* & Class T
Seeks capital appreciation.
Fidelity® VIP Asset ManagerSM Portfolio Other
Seeks high total return.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Fidelity® VIP Contrafund® Portfolio Other
Seeks long-term capital appreciation.
Fidelity® VIP Equity-Income Portfolio Other
Seeks reasonable income.
Fidelity® VIP Growth Portfolio Other
Seeks capital appreciation.
Fidelity® VIP High Income Portfolio Other
Seeks high level of current income & growth of capital.
Fidelity® VIP Overseas Portfolio Other
Seeks long-term growth of capital.
Fifth Third All Cap Value Class A*
Seeks high total return.
Fifth Third Mid Cap Growth Class A*
Seeks growth of capital.
Fifth Third Quality Growth Class A*
Seeks growth of capital.
Fifth Third Strategic Income Class A*
Seeks high level of income & capital appreciation.
Franklin Flex Cap Growth Retirement
Seeks capital appreciation.
Franklin Growth Class A* & Class R
Seeks capital appreciation.
Franklin Small Cap Value Class A*& Retirement
Seeks long-term total return.
Franklin Small-Mid Cap Growth Retirement
Seeks long-term capital growth.
Franklin Strategic Income Class A* & Retirement
Seeks long-term growth of capital.
Goldman Sachs Growth Strategy Institutional & Service
Seeks long-term capital appreciation with a secondary objective to seek income.
Goldman Sachs Mid Cap Value Institutional & Service
Seeks long-term capital appreciation.
Goldman Sachs Small Cap Value Institutional & Service
Seeks long-term capital appreciation.
Goldman Sachs Structured International Equity Fund Institutional & Seeks long-term growth of capital. Service Goldman Sachs Tollkeeper Institutional & Service
Seeks long-term growth of capital.
Henssler Equity Institutional
Seeks growth of capital.
Hennsler Equity No Load
Seeks growth of capital.
Invesco Diversified Dividend Class A* & Investor
Seeks long-term growth of capital with a secondary objective to seek current income.
Invesco Dynamics Class A* & Investor
Seeks long-term growth of capital.
Invesco Energy Fund Class A* & Investor
Seeks capital growth.
Invesco Global Health Care Fund Class A* & Investor
Seeks long-term growth of capital.
Invesco Global Quantitative Core Class A* & Institutional (Formerly Invesco Global Equity Class A* & Institutional)
Seeks long-term growth of capital.
Invesco International Growth Institutional & Retirement
Seeks long-term growth of capital.
Invesco Leisure Class A*
Seeks capital growth.
Invesco Mid Cap Core Equity Class A* & Retirement
Seeks long-term growth of capital.
* Load Waived
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
132
Fund & Class Designation
Objective
Invesco Small Cap Growth Class A* & Retirement
Seeks long-term growth of capital.
Invesco Technology Fund Class A* & Investor
Seeks capital growth.
Invesco Van Kampen Mid Cap Growth Institutional & Retirement (Formerly Invesco Capital Development Fund Institutional & Retirement)
Seeks long-term growth of capital.
Invesco Van Kampen Value Opportunities Class A* & Retirement
Seeks capital growth & income.
Janus Balanced Portfolio Retirement
Seeks long-term capital growth.
Janus Aspen Balanced Portfolio Class S
Seeks long-term capital growth.
Janus Aspen Flexible Bond Institutional
Seeks maximum total return.
Janus Aspen Perkins Mid Cap Value Portfolio Class S
Seeks long-term growth of capital.
Janus Aspen Series Worldwide Portfolio Institutional
Seeks long-term growth of capital.
Janus Forty Fund Class A* & Retirement
Seeks long-term growth of capital
Janus Growth and Income Fund Retirement
Seeks long-term capital growth & income.
Janus INTECH U.S. Growth Fund Class S (Formerly Janus INTECH Risk-Managed Large Cap Growth Class S)
Seeks long-term growth of capital.
Janus Perkins Mid Cap Value Class A* & Retirement Janus Perkins Small Company Value Class S
Seeks capital appreciation.
Lord Abbett Classic Stock Fund Class A*& Class R3
Seeks growth of capital and growth of income consistent with reasonable risk.
Lord Abbett Developing Growth Class A*, Other & Class R3
Seeks long-term growth.
Lord Abbett Growth Opportunities Other & Class R3
Seeks long-term growth.
Lord Abbett Fundamental Equity Class A* & Class R3
Seeks long-term growth of capital.
Lord Abbett Growth Opportunities Class A*
Seeks long-term growth of capital.
Lord Abbett Mid Cap Stock Fund Other & Class R3 (Formerly Lord Seeks long-term growth. Abbett Mid-Cap Value Other & Class R3) Lord Abbett Small-Cap Blend Other & Class R3
Seeks long-term growth.
Lord Abbett Small-Cap Value Other & Class R3
Seeks long-term growth.
Lord Abbett Value Opportunities Other & R3
Seeks long-term capital appreciation.
Managers Cadence Capital Appreciation Retirement
Seeks growth of capital.
Managers Cadence Mid-Cap Administrative & Retirement
Seeks growth of capital.
Manning & Napier, Inc. Pro-Blend® Conservative Term Series Class Seeks to provide capital preservation & long-term growth. S Manning & Napier, Inc. Pro-Blend® Extended Term Series Class S
Seeks long-term growth of capital & capital appreciation.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Manning & Napier, Inc. Pro-Blend® Maximum Term Series Class Seeks long-term growth of capital. S Manning & Napier, Inc. Pro-Blend® Moderate Term Series Class S
Seeks stable rate of growth.
Marshall Small Cap Growth Fund Investor
Seeks capital appreciation.
MFS® International New Discovery Class A*& Class R2
Seeks capital appreciation.
MFS® Mid Cap Growth Class A*
Seeks capital appreciation.
MFS® Utilities Funds Class R2 & Class R3
Seeks total return.
* Load Waived
133
Fund & Class Designation
Objective
®
MFS Value Class A*
Seeks capital appreciation.
Neuberger Berman Focus Advisor
Seeks long-term growth of capital.
Neuberger Berman Large Cap Value Advisor (Formerly Neuberger Berman Partners Advisor)
Seeks growth of capital.
Neuberger Berman Small Cap Growth Advisor, Class A* & R3
Seeks growth of capital.
Northern Small Cap Value Class A*
Seeks capital appreciation.
Nuveen Mid Cap Growth Opportunities Class A*& Retirement
Seeks capital appreciation.
Nuveen Mid Cap Index Retirement
Seeks to provide investment results that correspond to the performance of the S&P Mid-Cap 400 Index.
Nuveen Mid Cap Value Class A* & Retirement
Seeks capital appreciation.
Nuveen Real Estate Securities Class A* & Retirement
Seeks above average current income and long-term capital appreciation.
Nuveen Small Cap Index Retirement
Seeks to provide investment results that correspond to the performance of the Russell 2000 Index.
Nuveen Small Cap Select Class A* & Retirement
Seeks growth of capital.
Nuveen Small Cap Value Class A* & Retirement
Seeks growth of capital.
Nuveen Strategy Growth Allocation Class A* & Retirement
Seeks capital growth.
Oakmark Equity & Income Other
Seeks income & preservation.
OneAmerica Asset Director Portfolio Class O & Advisor
Seeks to provide high total return.
OneAmerica Investment Grade Bond Portfolio Class O & Advisor
Seeks a high level of income with a secondary objective of providing capital appreciation.
OneAmerica Money Market Portfolio Class O & Advisor
Seeks to provide a level of current income.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
OneAmerica Socially Responsive Portfolio Class O & Advisor
Seeks long-term growth prospects, attractive relative valuations and sensitivity to socially responsible principles.
OneAmerica Value Portfolio Class O & Advisor
Seeks long-term capital appreciation with a secondary objective to seek current investment income.
Oppenheimer Developing Markets Fund Class A* & Class N
Seeks long-term capital appreciation.
Oppenheimer Global Fund Class N
Seeks capital appreciation.
Oppenheimer Global Opportunities Class A* & Class N
Seeks capital appreciation.
Oppenheimer Global Strategic Income Class A* & Class N
Seeks high level of current income.
Oppenheimer Gold & Special Minerals Class A* & Class N
Seeks capital appreciation.
Oppenheimer International Bond Fund Class A* & Class N
Seeks total return.
Oppenheimer International Growth Fund Class A* & Class N
Seeks long-term capital appreciation.
Oppenheimer International Small Company Fund Class N
Seeks long-term capital appreciation.
Oppenheimer Main Street Select (Formerly Oppenheimer Main Street Seeks long-term capital appreciation. Opportunity Fund) Class N Oppenheimer Main Street Small & Mid cap Fund (Formerly Oppenheimer Main Street Small Cap Fund) Class A* & Class N
Seeks capital appreciation.
* Load Waived
134
Fund & Class Designation
Objective
Oppenheimer Small & Mid Cap Value Fund Class N
Seeks capital appreciation.
Oppenheimer Value Fund Class A* & Class N
Seeks long-term growth of capital.
Pax World Balanced Class R & No Load
Seeks income and conservation of principal and long-term growth of capital as a secondary objective.
Pax World Global Green Investor & Class R
Seeks long-term growth of capital.
Parnassus Fund No Load
Seeks capital appreciation.
Parnassus Equity Income Fund Investor
Seeks capital appreciation and current income.
Parnassus Mid-Cap Fund No Load
Seeks capital appreciation.
Parnassus Small-Cap Fund No Load
Seeks capital appreciation.
Payden Emerging Markets Bond Fund No Load
Seeks high level of total return.
Payden/Kravitz Cash Balance Plan Advisor & Retirement
Seeks income and total return.
PIMCO All Asset Administrative Class
Seeks maximum real return.
PIMCO High Yield Administrative & Retirement
Seeks maximum total return.
PIMCO Real Return Administrative & Retirement
Seeks maximum current income and price appreciation.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
PIMCO Total Return Administrative & Retirement
Seeks maximum total return.
Pioneer Bond Fund Retirement
Seeks current income.
Pioneer Emerging Markets Fund Class A*
Seeks long-term capital appreciation.
Pioneer Equity Income Fund Class A* & Retirement
Seeks current income & long-term capital growth.
Pioneer Fund Retirement
Seeks reasonable income & growth.
Pioneer High Yield Fund Retirement
Seeks to maximize total return.
Pioneer Mid-Cap Value Fund Retirement
Seeks capital appreciation.
Pioneer Oak Ridge Large Cap Growth Fund Retirement
Seeks capital appreciation.
Pioneer Strategic Income Class A* and Class Z
Seeks high income.
Pioneer VCT Fund Institutional
Seeks reasonable income and capital growth.
Pioneer VCT Growth Opportunities Class 1
Seeks growth of capital.
Prudential Financial Services Fund Class A* & Class Z
Seeks long-term capital appreciation.
Prudential Global Real Estate Fund Class A* & Class Z
Seeks capital appreciation and income.
Prudential High Yield Class A* & Class Z
Seeks maximum current income.
Prudential Jennison 20/20 Focus Class A* & Class Z
Seeks long-term capital growth.
Prudential Jennison Health Sciences Fund Class A* & Class Z
Seeks long-term capital appreciation.
Prudential Jennison Mid-Cap Growth Fund Class A* & Class Z
Seeks long-term capital appreciation.
Prudential Jennison Natural Resources Fund Class A* & Class Z
Seeks long-term growth of capital.
Prudential Jennison Small Company Class A* and Class Z
Seeks capital growth.
Prudential Total Return Bond Class A* & Class Z
Seeks total return.
RidgeWorth High Income Fund Class A* & Retirement
Seeks high current income and total return.
RidgeWorth Large Cap Value Equity Class A* & Institutional
Seeks capital appreciation and current income as secondary objective.
RidgeWorth Mid-Cap Value Equity Class A* & Institutional
Seeks capital appreciation and current income.
* Load Waived
135
Fund & Class Designation
Objective
RidgeWorth Small Cap Value Equity Class A* & Institutional
Seeks capital return and current income.
RidgeWorth Total Return Bond Class A* & Retirement
Seeks total return.
Russell Commodity Strategies Class S
Seeks to long-term total return.
Russell Emerging Markets Fund Class S
Seeks long-term capital growth.
Russell Global Equity Class S
Seeks long-term capital growth.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Russell Global Infrastructure Class S
Seeks long-term growth of capital and current income.
Russell Global Opportunities Credit Class S
Seeks total return.
Russell International Developed Markets Fund Class S
Seeks long-term capital growth.
Russell Investment Grade Bond Class S
Seeks current income & preservation of capital.
Russell Global Real Estate Securities Fund Class S
Seeks current income & long-term capital growth.
Russell 2015 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell 2020 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell 2025 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell 2030 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell 2035 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell 2040 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell 2045 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell 2050 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell 2055 LifePoints® Strategy Class R1 & Class R3
Seeks capital growth & income.
Russell LifePoints® Balanced Class R1 & Class R3
Seeks above average capital appreciation & moderate level of current income.
Russell LifePoints® Conservative Class R1 & Class R3
Seeks high current income & low long capital appreciation.
Russell LifePoints® Equity Growth Strategy Class R1 & Class R3
Seeks high long-term capital appreciation.
Russell LifePoints® Growth Strategy Class R1 & Class R3
Seeks high long-term capital appreciation with low current income.
Russell LifePoints® In Retirement Fund Class R1 & R3 Russell LifePoints® Moderate Class R1 & Class R3
Seeks high current income & moderate long-term capital appreciation.
Russell Short Duration Bond Class S
Seeks current income & preservation of capital.
Russell Strategic Bond Class S
Seeks current income & capital appreciation.
Russell U.S. Core Equity Fund Class S
Seeks long-term capital growth.
Russell U.S. Growth Class S
Seeks long-term capital growth.
Russell U.S. Quantitative Equity Fund Class S
Seeks long-term capital growth.
Russell U.S. Small Cap Equity Fund Class S (Formerly Russell U.S. Seeks long-term capital growth Small & Mid Cap Fund Class S) Russell U.S. Value Fund Class S
Seeks long-term capital growth
State Street Equity 500 Index Administrative & Retirement R
Seeks to match as closely as possible, before expenses, the performance of the Standard & Poor's 500 Index.
T. Rowe Price Blue Chip Growth Retirement
Seeks long-term capital growth
T. Rowe Price Equity Income Institutional & Retirement
Seeks substantial dividend income & long-term capital growth.
T. Rowe Price European Stock Fund No Load
Seeks long-term capital.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
* Load Waived
136
Fund & Class Designation
Objective
T. Rowe Price Growth Stock Advisor & Retirement
Seeks long-term capital appreciation.
T. Rowe Price International Growth and Income Advisor & Retirement
Seeks long-term capital growth.
T. Rowe Price International Stock Retirement
Seeks long-term capital growth.
T. Rowe Price Mid-Cap Growth Retirement
Seeks long-term capital appreciation.
T. Rowe Price Mid-Cap Value Advisor & Retirement
Seeks long-term capital appreciation.
T. Rowe Price Retirement 2015 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement 2020 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement 2025 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement 2030 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement 2035 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement 2040 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement 2045 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement 2050 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement 2055 Advisor & Retirement
Seeks highest total return over time.
T. Rowe Price Retirement Income Advisor & Retirement
Seeks highest total return over time.
Templeton Foreign Class A* & Retirement
Seeks long-term capital growth.
Templeton Global Bond Class A* & Retirement
Seeks current income.
Templeton Growth Class A* & Retirement
Seeks long-term capital growth.
Thornburg Core Growth Class R3 & Class R5
Seeks long-term capital appreciation.
Thornburg International Value Class R3 & Class R5
Seeks long-term capital appreciation.
Thornburg Investment Income Builder Fund Class R3 & Class R5
Seeks to provide current income.
Thornburg Limited-Term Income Class R3
Seeks to provide a high level of income.
Thornburg Limited-Term U.S. Government Class R3
Seeks to provide a high level of current income.
Thornburg Value Class R3
Seeks long-term capital appreciation.
TIAA-CREF Bond Index Retirement
Seeks a favorable long-term total return by primarily investing in a portfolio of fixed-income securities.
TIAA-CREF Growth & Income Fund Retirement
Seeks a favorable long-term total return through both capital appreciation and investment income
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
TIAA-CREF International Equity Index Fund Retirement
Seeks a favorable long-term total return, mainly through capital appreciation
TIAA-CREF Large-Cap Growth Index Fund Retirement
Seeks a favorable long-term return.
TIAA-CREF Large-Cap Value Fund Retirement
Seeks a favorable long-term total return.
TIAA-CREF Social Choice Equity Fund Retirement
Seeks a favorable long-term total return
Timothy Plan Conservative Growth Fund Class A*
Seeks long-term growth of capital.
Timothy Plan Strategic Growth Fund Class A*
Seeks a high long-term growth of capital.
Touchstone Focused Class A & Class Y (Formerly Old Mutual Focused Fund Class A* & Class Z)
Seeks to achieve above-average total returns over a market cycle of three to five years.
Vanguard Short-Term Federal Investor
Seeks current income.
Vanguard VIF Small Company Growth Insurance
Seeks long-term capital appreciation.
* Load Waived
THERE IS NO ASSURANCE THAT THE STATED OBJECTIVES AND POLICIES OF ANY OF THE FUNDS WILL BE ACHIEVED.
137
THE CONTRACTS
General The Contracts are offered for use in connection with retirement programs that meet the requirements of Sections 401, 403(b), 408, 408A , 457 or 409A of the Internal Revenue Code and HRA, HSA and OPEB Plans. Certain federal tax advantages are currently available to retirement programs that qualify as (1) self-employed individuals' retirement plans under Section 401, (2) pension or profit-sharing plans established by an Employer for the benefit of its employees under Section 401, (3) Annuity purchase plans sponsored by certain tax-exempt organizations or public school organizations under Section 403(b), (4) individual retirement annuities, including a traditional IRA and those established by an Employer as a simplified employee pension plan or SIMPLE IRA plan under Section 408, or a Roth IRA under Section 408A or (5) deferred compensation plans for employees established by a unit of a state or local government or by a tax-exempt organization under Section 457 or 409A, and to HRAs, HSAs and OPEB Plans. A Contract is issued to the Owner. Generally, persons eligible to participate in the Owner's Plan are eligible to become Participants under the Contract. In certain Contracts, the Owner shall be responsible for determining persons who are eligible to become Participants and for designating such persons to AUL. For purposes of determining benefits under a Contract, an account called a Participant's Account is established for each Participant during the Accumulation Period. However, in some Contracts, Participant Accounts are not maintained. The Owner of the Contract or the Plan Sponsor (depending on the Contract) is generally responsible for providing all communications and instructions concerning Participant Accounts to AUL. However, in some instances a Participant may communicate directly with AUL. For example, a Participant in an IRA may request a withdrawal directly from AUL. While the Owner generally is responsible for remitting Contributions and instructions for Participants, the Participant may be permitted or required to make certain decisions and elections under the Contract, as specified by the Owner in the Plan, trust, or other appropriate document. The pertinent Plan document and, if applicable, the Employer's plan administrator should be consulted with any questions about benefits under the Contract.
CONTRIBUTIONS AND CONTRACT VALUES DURING THE ACCUMULATION PERIOD
Contributions under the Contracts Contributions under Recurring Contribution Contracts may be made by or on behalf of a Participant at any time during the Participant's life and before the Participant's Annuity Commencement Date. Contributions must be at least equal to the minimum required Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
contribution under any of the Plans or programs. In Single Contribution Contracts, the minimum Contribution for each Participant is either $1,000 or $5,000, depending on the Contract. AUL may change the minimum Contributions permitted under a Contract, but any such change in the minimum required Contribution shall apply only to Participant Accounts established on or after the effective date of the change. AUL may, at its discretion, waive any minimum required Contribution. Annual Contributions under any of the Plans are subject to maximum limits imposed by the IRS. See the Statement of Additional Information for a discussion of these limits, or consult the pertinent Plan document.
Ten-Day Free-Look Under 403(b), 408, 408A, HRA, HSA, and post-employment benefit plan Contracts, the Owner has the right to return the Contract for any reason within ten (10) days (or, in some states, twenty (20) days) of receipt. If this right is exercised, the Contract will be considered void from its inception and AUL will fully refund any Contributions.
Initial and Single Contributions Initial Contributions received for a Participant will be credited to the Participant's Account no later than the end of the Business Day following the Business Day in which it is received by AUL at the Corporate Office if it is preceded or accompanied by all the information necessary for opening the Participant's Account. If AUL does not receive the necessary information, AUL will notify the Owner or individual that AUL does not have the necessary information to open the Account. If the necessary information is not provided to AUL at the time AUL receives the Contribution, AUL will return the Contribution to the contributing party within five (5) Business Days. However, in some Contracts, funds received from a prior plan provider which cannot be allocated to Participant Accounts will not be returned to the Owner or to the provider, but instead will be allocated to an Owner-level account and invested in those Investment Accounts, FIA or SVA approved by the Owner. When the allocation data is received from the prior plan provider, such funds (plus gains/minus losses) are transferred from the Owner-level account to the appropriate Participant Account(s). If such Funds have been allocated to the SVA, an amount equal to the SVA Account Value will be transferred to appropriate Participant Accounts on a pro rata basis.
Allocation of Contributions Initial and subsequent Contributions under the Contracts will be allocated among the Investment Accounts of the Variable Account, the FIA or the SVA as instructed by the Owner or 138 Participant and as provided by the terms of the Contract. The investment allocation of the initial Contribution is to be designated at the time the enrollment is completed to open an account for a Participant. Depending on the type of Contract, the enrollment application specifies that, in the absence of an investment allocation form or other instructions, initial and subsequent Contributions shall be allocated to the OneAmerica Money Market Investment Account ("MMIA"), AUL's General Account, or when allowed by AUL, to another default Investment Option otherwise selected by the Owner. Allocation will be made to AUL's General Account only if the MMIA Option is not available under a particular Contract. A Participant's Account Value that has been initially allocated to the default Investment Option may be transferred to other available Investment Options upon receipt by AUL at the Corporate Office of written instructions requesting the transfer. Allocation to any Investment Account, the SVA or the FIA must be made in one percent increments or in increments permitted by AUL. The FIA, the SVA and all of the Investment Accounts may not be available under a particular Contract. In addition, some of the Investment Accounts are not available for certain types of Contracts. Any change in allocation instructions will be effective upon receipt by AUL at the Corporate Office and will continue in effect until subsequently changed. Changes in the allocation of future Contributions have no effect on amounts already contributed on behalf of a Participant. Such amounts, however, may be transferred among the Investment Accounts of the Variable Account, the FIA, or the SVA in the manner described in "Transfers of Account Value."
Subsequent Contributions Under Recurring Contribution Contracts When forwarding Contributions to AUL, the amount being contributed on behalf of each Participant must be specified unless Participant Accounts are not maintained under the Contract. The Contributions shall be allocated among the Investment Accounts of the Variable Account that are available under a Contract and the FIA or SVA (if available) as described above in "Allocation of Contributions." Contributions (other than the initial Contribution for each Participant) are credited as of the end of the Valuation Period Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
in which they are received by AUL at the Corporate Office if AUL has received full payment for the Contribution, the information needed to establish the Participant's Account, and proper instructions regarding the application and allocation of the Contributions among Participants. Contributions may also be forwarded to AUL electronically. When this method of Contribution is used, an allocation list describing the Contribution to be allocated to each Participant is sent to AUL by the Owner. AUL processes the allocation list and then initiates an ACH (Automated Clearinghouse) debit on the Owner's account for the amount of the Contribution. Following receipt of the funds, a confirmation is sent to the Owner which lists the amount or amounts allocated to each Participant's Account and the amount of the ACH debit to the Owner's account. ACH or other electronic payment methods generally allow more efficient and timely processing of Contributions. AUL reserves the right to impose an annual charge on Owners who do not elect to use ACH or other electronic payment methods. The annual fee for manual processing is currently $1,000, but AUL reserves the right to increase this fee.
Transfers of Account Value All or part of a Participant's Variable Account Value may be transferred among the Investment Accounts of the Variable Account that are available under a Contract or to the FIA or SVA (if available under a Contract) at any time during the Accumulation Period upon receipt of a proper written request by AUL at the Corporate Office, through interactive voice response or through AUL's website. Generally, there are no limitations on the number of transfers between Investment Accounts available under a Contract. See "The Fixed Interest Account" and "The Stable Value Account" for restrictions on transfers involving the FIA or the SVA. In addition, no charges are currently imposed upon transfers. However, if AUL determines that transfers are being made on behalf of one (1) or more Owners to the disadvantage of other Owners or Participants, the transfer right may be restricted. AUL reserves the right to impose a minimum or maximum transfer amount, to assess transfer charges, to change the limit on remaining balances, to limit the number and frequency of transfers, and to suspend the transfer privilege or the telephone authorization, interactive voice response, or internet-based transfers. Any transfer from an Investment Account of the Variable Account shall be effective as of the end of the Valuation Date in which AUL receives the request in proper form.
Abusive Trading Practices Late Trading Some investors attempt to profit from trading in Funds after the close of the market, but before the Fund has actually been priced. Because the market has closed, these investors have actual knowledge of the price of the securities prior to its calculation. They are, therefore, executing trades in the Funds with information that is not readily available to the market, thereby benefiting financially to the detriment of other shareholders. AUL prohibits late trading in its portfolios. The administrator of the separate accounts of AUL dates and time stamps all trades from whatever source and allows only those trades received prior to the close of the market to receive that day's share value. All trades received after this point will receive the next day's calculated share value. 139
Market Timing Market Timing. Some investors attempt to profit from various short-term or frequent trading strategies commonly known as market timing. Excessive purchases and redemptions disrupt underlying portfolio management, hurt underlying Fund performance and drive underlying Fund expenses higher. These costs are borne by all Owners, including long-term investors who do not generate these costs. AUL discourages market timing and excessive trading. If the Owner intends to engage in such practices, do not invest in the Variable Account. AUL reserves the right to reject any request to purchase units which it reasonably determines to be in connection with market timing or excessive trading by an investor or by accounts of investors under common control (for example, related contract owners, or a financial advisor with discretionary trading authority for multiple accounts). AUL does not always know and cannot always reasonably detect such trading. AUL's policies and procedures only address market timing after the fact and are not prophylactic measures; they will only prevent market timing going forward once discovered. AUL has entered into agreements, pursuant to SEC Rule 22c-2, with all Funds offered under the contract. The agreements require AUL to provide requested transaction detail to the Funds in order for the Funds to monitor market timing according to each Fund's respective policy. Once a possible abuse is flagged, AUL may restrict trading to the extent permitted under applicable laws and the contract.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Generally, Participant trading history is reviewed to confirm if the trading activity is indeed abusive. This procedure is enforced against all Participants consistently. If it is determined that the Participant's trading activity violates any Fund's trading policy, then the Participant shall be notified of restrictions on his or her account. The Participant's access to internet and interactive voice response trades are turned off and they are limited to a specific number of trades per month, as determined by AUL or the respective Funds. AUL will not enter into any agreement with any individual, corporation, Plan or other entity that would permit such activity for that entity while discouraging it for other Owners. Some Funds may charge a redemption fee for short term-trading in their Funds. Furthermore, as stated above, the Funds monitor trading at the omnibus level and enforce their own policies and procedures based on their respective policies. AUL will cooperate and may share Participant-level trading information with the Funds to the extent necessary to assist in the enforcement of these policies. Please consult the Funds' prospectuses for more details.
Participant's Variable Account Value Accumulation Units Contributions to be allocated to the Investment Accounts available under a Contract will be credited to the Participant's Account in the form of Accumulation Units. Except for allocation of a Participant's initial Contribution, the number of Accumulation Units to be credited is determined by dividing the dollar amount allocated to the particular Investment Account by the Accumulation Unit value for the particular Investment Account at the end of the Valuation Period in which the Contribution is received by AUL at the Corporate Office. The number of Accumulation Units so credited to the Account shall not be changed by a subsequent change in the value of an Accumulation Unit, but the dollar value of an Accumulation Unit may vary from Valuation Date to Valuation Date depending upon the investment experience of the Investment Account and charges against the Investment Account.
Accumulation Unit Value AUL determines the Accumulation Unit value for each Investment Account of the Variable Account on each Valuation Date. The Accumulation Unit value for each Investment Account is established on the inception date. Subsequently, the Accumulation Unit value for each Investment Account is determined by multiplying the Net Investment Factor for the particular Investment Account by the Accumulation Unit value for the Investment Account as of the immediately preceding Valuation Period. The Accumulation Unit value for each Investment Account may increase, decrease, or remain the same from Valuation Period to Valuation Period in accordance with the Net Investment Factor.
Net Investment Factor The Net Investment Factor is used to measure the investment performance of an Investment Account from one Valuation Period to the next. For any Investment Account for a Valuation Period, the Net Investment Factor is determined by dividing (a) by (b) and then subtracting (c) from the result where (a) is equal to: (1) the net asset value per share of the portfolio of the Fund in which the Investment Account invests, determined as of the end of the Valuation Period, plus (2) the per share amount of any dividend or other distribution, if any, paid by the portfolio during the Valuation Period, plus or minus (3) a credit or charge with respect to taxes paid, if any, or reserved for by AUL during the Valuation Period that are determined by AUL to be attributable to the operation of the Investment Account (although no federal income taxes are applicable under present law and no such charge is currently assessed). (b) is the net asset value per share of the portfolio, determined as of the end of the preceding Valuation Period; and (c) is a daily charge factor determined by AUL to reflect the fee assessed against the assets of the Investment Account for the asset charge. 140
Dollar Cost Averaging Program Contract Owners and Participants who wish to purchase units of an Investment Account over a period of time may do so through the Dollar Cost Averaging ("DCA") Program. The theory of DCA is that greater numbers of Accumulation Units are purchased at times when the unit prices are relatively lower than are purchased when the prices are higher. This has the effect, when purchases are made at
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
different prices, of reducing the aggregate average cost per Accumulation Unit to less than the average of the Accumulation Unit prices on the same purchase dates. However, participation in the DCA Program does not assure a Contract Owner or Participant of greater profits from the purchases under the Program, nor will it prevent or necessarily alleviate losses in a declining market. Under a DCA Program, the Owner deposits premiums into the MMIA, FIA or the SVA (if available under the Contract) and then authorizes AUL to transfer a specific dollar amount for a specific length of time from such Account into one (1) or more other Investment Accounts at the unit values determined on the dates of the transfers. This may be done monthly, quarterly, semi-annually, or annually on the last Business Day of such period. These transfers will continue automatically until the earliest of: the date AUL receives notice to discontinue the Program; until there is not enough money in the MMIA,FIA or SVA to continue the Program; until the expiration of the length of time selected; or if the transfers are being drawn from the FIA, until the time a transfer would exceed the 20 percent or ninety (90) day equity wash limitations on transfers from the FIA, if a particular Contract contains the 20 percent or ninety (90) day restriction. Currently, the minimum required amount of each transfer is $100, although AUL reserves the right to change this minimum transfer amount in the future. DCA transfers to the FIA, MMIA and to the SVA are not permitted under the DCA Program. At least ten (10) days advance written notice to AUL is required before the date of the first proposed transfer under the DCA Program. AUL offers the DCA Program to Contract Owners and Participants at no charge, and AUL reserves the right to temporarily discontinue, terminate, or change the Program at any time. Contract Owners and Participants may discontinue participation in the Program at any time by providing written notice to AUL, provided that AUL must receive written notice of such a change at least five (5) days before a previously scheduled transfer is to occur. Contract Owners or Participants may initially elect to participate in the DCA Program, and if this election is made at the time the Contract is applied for, the Program will take effect on the first monthly, quarterly, semi-annual, or annual transfer date following the premium receipt by AUL at the Corporate Office. The Contract Owner or Participant may select the month, quarter, or year that the transfers are to be made and such transfers will automatically be performed on the last Business Day of such period. To participate in the Program, a minimum balance of $10,000 in the MMIA, FIA or SVA is required.
CASH WITHDRAWALS AND THE DEATH BENEFIT
Cash Withdrawals During the lifetime of the Participant, at any time before the Annuity Commencement Date and subject to the limitations under the applicable Plan and applicable law, a withdrawal may be taken from a Participant's Account Value. A withdrawal request will be effective as of the end of the Valuation Date that a proper written request, in a form acceptable to AUL, is received by AUL at the Corporate Office. A withdrawal of a Participant's entire Variable Account Value will result in a withdrawal payment equal to the value of the Participant's Variable Account Value as of the end of the Valuation Period during which a proper withdrawal request is received by AUL at the Corporate Office, minus any applicable withdrawal charge. A withdrawal may be requested for a specified percentage or dollar amount of a Participant's Variable Account Value. In some Contracts, the minimum amount that may be withdrawn from a Participant's Variable Account Value in an Investment Account is the lesser of $500 or the Participant's entire Account Value in the Investment Account as of the date the withdrawal request is received by AUL. A request for a withdrawal will result in a payment by AUL equal to the amount specified in the withdrawal request. Upon payment, the Participant's Variable Account Value will be reduced by an amount equal to the payment and any applicable withdrawal charge. If a withdrawal is requested that would leave a Participant's Variable Account Value in any Investment Account less than $500, then such withdrawal request will be treated as a request for a full withdrawal from the Investment Account. The amount of a withdrawal will be taken from the Investment Accounts and the FIA or the SVA as instructed. A withdrawal will not be effected until proper instructions are received by AUL at the Corporate Office. A withdrawal may result in the deduction of a withdrawal charge and application of a MVA. See "Withdrawal Charge," "The Fixed Interest Account" and "The Stable Value Account." In addition, distributions under certain retirement programs may result in a tax penalty. See "Tax Penalty."
Systematic Withdrawal Service for 403(b), 408,408A, 457 and 409A Programs A Participant in a Contract used in connection with a 403(b) plan (other than an Employer Sponsored 403(b) plan) or 408 or 408A Program who is at least age 591/2 can generally arrange to have systematic cash withdrawals from his or her 141 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Account Value paid on a regular monthly, quarterly, or annual basis. Systematic cash withdrawals are also available for Participants in a Contract used in connection with a 457 or 409A Program, but there is no age limitation. Each withdrawal payment must be at least $100. An application form containing details of the service is available upon request from AUL. The service is voluntary and can be terminated at any time by the Participant or Owner. AUL does not currently deduct a service charge for withdrawal payments, but reserves the right to do so in the future and, similarly, reserves the right to increase the minimum required amount for each withdrawal payment. Systematic withdrawals are not available for some 403(b) Contracts due to the Benefit Responsive features of the Contracts. Participants will pay a withdrawal charge in connection with the systematic cash withdrawals to the extent the withdrawal charge is applicable. See "Withdrawal Charge" and "Federal Tax Matters."
Constraints on Withdrawals General Since the Contracts offered by this Prospectus will be issued in connection with retirement programs that meet the requirements of Section 401, Section 403(b), Section 408, 408A, 409A or Section 457 of the Internal Revenue Code, or with HRA, HSA, or OPEB plans, reference should be made to the terms of the particular Plan or Contract for any limitations or restrictions on cash withdrawals. A withdrawal that results in receipt of proceeds by a Participant may result in receipt of taxable income to the Participant and, in some instances, in a tax penalty. The tax consequences of a withdrawal under the Contracts should be carefully considered. See "Federal Tax Matters."
403(b) Programs Section 403(b) of the Internal Revenue Code permits public school employees and employees of certain types of charitable, educational, and scientific organizations specified in Section 501(c)(3) of the Internal Revenue Code to purchase Annuity contracts, and, subject to certain limitations, to exclude the amount of purchase payments from gross income for federal tax purposes. Section 403(b) imposes restrictions on certain distributions from tax deferred Annuity contracts meeting the requirements of Section 403(b) that apply to tax years beginning on or after January 1, 1989. Amounts attributable to Code Section 403(b) elective deferral Contributions made pursuant to a salary reduction agreement may be distributed to a Participant pursuant to the provisions of the Plan provided that the distribution shall not occur until the Participant has either attained age 591/2, severed employment, died, become totally disabled, experienced a hardship, or a withdrawal is made to provide a Plan loan. In the case of a hardship withdrawal, any gain credited to such Contributions may not be withdrawn. Hardship for this purpose is generally defined as an immediate and heavy financial need, such as paying for medical expenses, the purchase of a principal residence, paying certain tuition expenses, or prevention of foreclosure or eviction. These timing restrictions do not apply to Contributions (but do apply to earnings thereon) that were contributed before 1989, to withdrawals to correct excess Contributions, or to distributions due to Plan termination. Payments made to Participants at Plan termination are also permitted if the Plan Sponsor does not make Contributions to another 403(b) plan during the period beginning on the date of Plan termination and ending twelve (12) months after distribution of all assets. A Participant in a Contract purchased as a tax-deferred Section 403(b) Annuity contract will not, therefore, be entitled to exercise the right of surrender or withdrawal, as described in this Prospectus, in order to receive his or her Account Value attributable to Contributions made under a salary reduction agreement or any income or gains credited to such Participant after December 31, 1988 under the Contract unless one of the above-described conditions has been satisfied, or unless the withdrawal is otherwise permitted under applicable federal tax law. In the case of transfers of amounts accumulated in a different Section 403(b) contract to this Contract under a Section 403(b) Program, the withdrawal constraints described above would not apply to the amount transferred to the Contract attributable to a Participant's December 31, 1988 account balance under the old contract, provided that the amounts transferred between contracts qualifies as a tax-free transfer or exchange under the Internal Revenue Code. For 403(b) Contracts issued after 2008, any distribution of non-elective deferrals cannot occur unless the Participant severs employment or upon the occurrence of an event specified in the Plan, such as the attainment of a specified age, after a fixed number of years of service or disability (although this restriction does not apply to withdrawals to correct excess Contributions, distributions of after-tax employee Contributions and earnings thereon, and distributions due to Plan termination). A Participant's Withdrawal Value in a Contract may be able to be transferred to certain other investment alternatives meeting the requirements of Section 403(b) that are available under an Employer's Section 403(b) arrangement.
Texas Optional Retirement Program-
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
AUL intends to offer the Contract within the Texas Optional Retirement Program. Under the terms of the Texas Optional Retirement Program, if a Participant makes the required Contribution, the State of Texas will contribute a specified amount to the Participant's Account. If a Participant does not commence the second year of participation in the plan as a "faculty member," as defined in Title 110B of the State of Texas Statutes, AUL will return the State's contribution. If a Participant does begin a second year of participation, the Employer's first-year Contributions will then be applied as a Contribution under the Contract, as will the Employer's subsequent Contributions. 142 The Attorney General of the State of Texas has ruled that, under Title 110B of the State of Texas Statutes, withdrawal benefits of contracts issued under the Texas Optional Retirement Program are available only in the event of a Participant's death, retirement, termination of employment due to total disability, or other termination of employment in a Texas public institution of higher education. A Participant under a Contract issued in connection with the Texas Optional Retirement Program will not, therefore, be entitled to exercise the right of withdrawal to receive the Account Value credited to such Participant unless one of the foregoing conditions has been satisfied. The Withdrawal Value of such Participant's Account may, however, be transferred to other contracts or other carriers during the period of participation in the program.
The Death Benefit If a Participant dies during the Accumulation Period, AUL will pay a death benefit to the Beneficiary upon receipt of due proof of the Participant's death and instructions regarding payment to the Beneficiary. If there is no designated Beneficiary living on the date of death of the Participant, AUL will pay the death benefit in one sum to the estate of the Participant upon receipt of due proof of death of both the Participant and the designated Beneficiary and instructions regarding payment. If the death of the Participant occurs on or after the Annuity Commencement Date, no death benefit will be payable under the Contract except as may be provided under the Annuity Option elected. The amount of the death benefit equals the Vested portion of the Participant's Account Value minus any outstanding loan balances and any due and unpaid charges on those loans. Under Contracts acquired in connection with 408 and 408A Programs and some 403(b) Programs, the Vested portion of a Participant's Account Value shall be the Participant's entire Account Value. Under Employee Benefit Plans, 409A or 457 Programs and some 403(b) Programs, the Vested portion of a Participant's Account Value is the amount to which the Participant is entitled upon death or separation from service under a vesting schedule contained in the pertinent Plan. If the death benefit is less than a Participant's Account Value, the death benefit shall be paid pro rata from the Investment Accounts and the FIA or SVA, and the remainder of the Account Value shall be distributed to the Owner or as directed by the Owner. Prior to such distribution, any remaining Account Value in the Investment Accounts shall be transferred to AUL's General Account or if the Contract so directs, to MMIA or other default Investment Account. Certain Contracts have a death benefit which is the greater of the Participant's Account Value as of the date the death benefit is calculated or a Guaranteed Minimum Death Benefit ("GMDB") on the Contract anniversary immediately preceding the date of death. In this calculation, the GMDB is increased by any Contributions made since the last Contract anniversary and is reduced proportionately to reflect any withdrawals made since the last Contract anniversary. The GMDB is reset on each Contract anniversary and is the greater of (1) the GMDB on the prior Contract anniversary, increased by any prior year Contributions, and reduced proportionately to reflect any prior year withdrawals, or (2) if the Participant is younger than age 81, the Participant's Account Value on the current Contract anniversary. As of the Participant's death, the GMDB will cease to increase or decrease in value. The death benefit will be paid to the Beneficiary in a single sum or under one of the Annuity Options, as directed by the Participant or as elected by the Beneficiary. If the Beneficiary is to receive Annuity payments under an Annuity Option, there may be limits under applicable law on the amount and duration of payments that the Beneficiary may receive, and requirements respecting timing of payments. A tax advisor should be consulted in considering payout options.
Termination by the Owner An Owner of a Contract funding an Employee Benefit Plan, a 409A or 457 Plan, or an Employer-Sponsored 403(b) Plan may terminate the Contract by sending proper written notice to AUL's Corporate Office. Termination is effective as of the end of the Valuation Date that the notice is received by AUL. Proper notice of termination must include an election of the method of payment, an indication of the person(s) to whom payment is to be made, and the Owner's (and, in some Contracts, the Plan Sponsor's) agreement that AUL will not be
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
held responsible for any losses or claims that may arise against AUL in connection with making the termination payout as requested by the Owner (provided that such an agreement is not prohibited by the Contract or an amendment). Upon termination of such a Contract, generally the Owner may direct AUL to pay an amount equal to the Contract's aggregate Variable Account Withdrawal Value (determined as of the end of the Valuation Date that the termination is effective) in a lump sum. For Contracts funding Employee Benefit Plans or 409 A or 457 Plans, the Owner may direct AUL to pay the Contract's FIA Withdrawal Value in a lump sum [subject to an Investment Liquidation Charge ("ILC") or MVA (see discussion below)] or in seven (7) approximately equal installments over six (6) years (for certain Employee Benefit Plan Contracts) or six (6) approximately equal annual installments over five (5) years (for other Employee Benefit Plan Contracts and for 409A or 457 Plan Contracts). For Contracts issued prior to 1999 which fund Employer-Sponsored 403(b) Plans, the Owner may direct AUL to pay the Contract's FIA Withdrawal Value in seven (7) approximately equal annual installments over six (6) years. In Contracts issued prior to 1999 which fund a Code Section 401(a) Employee Benefit Plan or an Employer-Sponsored 403(b) Plan, the Owner may terminate the Contract and elect to receive (within ninety ( 90) days of written notice by the Owner, and without penalty as defined by law) either: (1) a lump-sum equal to the Contract's aggregate General Account Withdrawal Value, plus or minus an MVA to the extent allowed, which is determined by AUL as of the calculation date 143 by multiplying a specified percentage times the aggregate General Account Withdrawal Value being paid, or (2) all amounts invested under the Contract in AUL's General Account as of the date of calculation, excluding any amounts previously used or set aside to purchase annuities, in eleven (11) approximately equal annual installments over a ten (10) year period (without application of the General Account Withdrawal Charge or an MVA). Further details regarding options (1) and (2) above and their applicability to a given Contract may be found in a Contract Supplement. Similar provisions (without application of an MVA) regarding Participant withdrawals apply to some Contracts issued prior to 1999 which fund SEP and SIMPLE IRA Plans. For some Contracts issued after 1998 that fund Employer-Sponsored 403(b) Plans, or for some Contracts wherein no Participant Accounts are maintained, no FIA or other General Account Withdrawal Value lump-sum option is available, only installment payments. However, AUL may amend these Contracts to permit lump-sum payouts of FIA or other General Account funds, subject to a Withdrawal Charge and an MVA, or may otherwise allow such lump-sum payouts if the dollar-weighted average rate of interest AUL credits to amounts withdrawn from the FIA or General Account equals or exceeds the current interest rate credited to new Contributions. Termination options may be negotiated with individual Plan Sponsors depending on unique or special circumstances. Until all of the terminating Contract's funds invested in AUL's FIA or General Account have been paid by AUL under any of the installment payments discussed above, the interest rate determined under the Contract will be credited to the remaining Withdrawal Values. Interest will be paid with each installment payment. When making lump-sum payouts of FIA or other General Account funds other than the SVA, AUL applies an ILC or MVA, depending on the Contract. The ILC or MVA is equal to a certain percentage, as described in the Contract, multiplied by the FIA or other General Account Withdrawal Value. In some Contracts, the ILC percentage is 6(x y), where "x" is the Current Rate of Interest being credited by AUL to new Contributions as of the date of calculation and "y" is the average rate of interest being credited by AUL to various portions of the General Account as of the date of calculation. In some Contracts, the MVA percentage is 5(x y) when "x" exceeds "y," and is deducted from the amount paid. The MVA percentage is 4(y x) when "y" exceeds "x," and is added to the amount paid. Payment of FIA or any other General Account amounts may be delayed for up to six (6) months after the effective date of termination.
Termination by AUL AUL has the right, subject to applicable state law, to terminate any Participant's Account established under a Contract acquired in connection with some Employee Benefit Plans, a 457 or 409A Program, or an Employer Sponsored 403(b) Program at any time during the Contract Year if the Participant's Account Value falls below $300 ($200 for an Employer Sponsored 403(b) Program or for a Contract with both 403(b) and 401(a) Funds) during the first (1st) Contract Year, or $500 ($400 for an Employer Sponsored 403(b) Program or for a Contract with both 403(b) and 401(a) Funds) during any subsequent Contract Year, provided that at least six (6) months have elapsed since the Owner's last Contribution to the Contract. AUL will give notice to the Owner and the Participant that the Participant's Account is to be terminated. Termination shall be effective six (6) months from the date that AUL gives such notice, Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
provided that any Contributions made during the six (6) month notice period are insufficient to bring the Participant's Account Value up to the applicable minimum. Single Contribution Contracts have a minimum required Contribution of $5,000. Upon termination of a Participant's Account by AUL, AUL will pay an amount equal to the Participant's Account Value as of the close of business on the effective date of termination (or, if the termination effective date is not a Valuation Date, on the next Valuation Date). Payment of this amount will be made within seven (7) days from such effective date of termination. AUL may, at its option, terminate any Contract if there are no Participant Accounts in existence under the Contract.
Payments from the Variable Account Payment of an amount from the Variable Account resulting from a cash withdrawal, transfer from a Participant's Variable Account Value, payment of the death benefit, or payment upon termination by the Owner will be made within seven (7) days from the date a proper request is received at AUL's Corporate Office. However, AUL can postpone the calculation or payment of such an amount to the extent permitted under applicable law, which is currently permissible only for any period: (a) during which the New York Stock Exchange is closed other than customary weekend and holiday closings, (b) during which trading on the New York Stock Exchange is restricted as determined by the SEC, (c) during which an emergency, as determined by the SEC, exists as a result of which disposal of securities held by the Variable Account is not reasonably practicable, or it is not reasonably practicable to determine the value of the assets of the Variable Account, or (d) for such other periods as the SEC may, by order, permit for the protection of investors. For information concerning payment of an amount from the Fixed Interest Account, see "The Fixed Interest Account" and "Termination by the Owner." 144
CHARGES AND DEDUCTIONS
Premium Tax Charge Various states impose a tax on premiums received by insurance companies. Whether or not a premium tax is imposed will depend on, among other things, the Owner's state of residence, the Annuitant's state of residence, and the insurance tax laws and AUL's status in a particular state. Premium tax rates currently range from 0 percent to 3.5 percent, but are subject to change by such governmental entities. AUL may assess a premium tax charge on certain Contracts at the time of annuitization to reimburse itself for such premium taxes incurred, which are directly related to amounts received for the Participant from the balance applied to purchase an Annuity.
Withdrawal Charge No deduction for sales charges is made from Contributions for a Contract. However, if a cash withdrawal is made or the Contract is terminated by the Owner, then, depending on the type of Contract, a withdrawal charge (which may also be referred to as a contingent deferred sales charge) may be assessed by AUL. In most Contracts, the withdrawal charge only applies if the Participant's Account (or, in some Contracts, the Contract) has not been in existence for a certain period of time. For some Contracts, for the first two (2) Contract Years that a Participant's Account exists, the amount withdrawn during a Contract Year that will not be subject to a withdrawal charge is 10 percent of: (1) the total of all Contributions made during the year that the withdrawal is being made, plus (2) the Participant's Account Value at the beginning of the Contract Year. After the first two (2) Contract Years, and until the withdrawal charge has decreased to 0 percent, the amount withdrawn during a Contract Year that will not be subject to an otherwise applicable withdrawal charge is 10 percent of the Participant's Account Value at the beginning of the Contract Year in which the withdrawal is being made. Certain Recurring Contribution 403(b) Contracts and Contracts used with 409A and 457 Programs do not contain provisions allowing the 10 percent free-out since they are "Benefit Responsive" in nature. The withdrawal charge varies based on the Contract. The maximum withdrawal charge is 8 percent of Account Value in excess of any 10 percent free-out in Contracts containing a 10 percent free-out provision, for the first five (5) years; 4 percent of Account Value in excess of any applicable 10 percent free-out, for the next five (5) years; and no withdrawal charge beyond the tenth (10th) year. In some Contracts where no Participant Accounts are maintained, there is a non-disappearing 5 percent withdrawal charge. Your charges may be less than the charges described. Please consult your Contract for more details. Withdrawal charges are not imposed for payment of benefits for retirement provided under "Benefit Responsive" Contracts. Under a Benefit Responsive Contract, withdrawal charges are not imposed for payment of benefits for retirement, death, disability, most terminations of employment, hardship (or unforeseeable emergencies, depending on the Contract), loans, age 701/2 required minimum distributions, or benefits upon attainment of age 591/2 (provided that the age 591/2 benefit is a taxable distribution paid to the Participant Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
and not to any other person or entity, including any alternative or substitute funding medium). Notwithstanding the above, for some 403(b) Benefit Responsive Contracts, withdrawal charges will not be waived if the amount withdrawn is transferred directly by AUL to another tax-deferred Annuity funding vehicle at the Participant's direction. Under a modified Benefit Responsive Contract, withdrawal charges are not imposed for cash lump-sum payments of death benefits, or, provided the Participant has (1) attained age 55 and has ten (10) years of service with the Employer identified in the Plan, or (2) attained age 62, for the Plan benefits listed in the previous paragraph. However, even in Benefit Responsive or modified Benefit Responsive Contracts, withdrawal charges (and a MVA in some Employee Benefit Plan and Employer Sponsored 403(b) Contracts) will be applied to any withdrawal to pay a termination of employment Plan benefit prior to notification of Contract termination if the benefit is payable because of, or the underlying reason for payment of the benefit results in, the termination or partial termination of the Plan, as determined under applicable IRS guidelines. In some Contracts, withdrawal charges and a MVA will apply if the termination of employment occurs after the Plan Sponsor files for bankruptcy protection or ceases operations, or if such benefits exceed 20 percent of the Contract's Value as of the first (1st) day of the Contract Year. In no event will the amount of any withdrawal charge, when added to any withdrawal charges previously assessed against any amount withdrawn from a Participant's Account, exceed 8.5 percent of the Contributions made by or on behalf of a Participant under a Contract. In addition, no withdrawal charge will be imposed upon payment of a death benefit under the Contract. The withdrawal charge will be used to recover certain expenses relating to sales of the Contracts, including commissions paid to sales personnel and other promotional costs. AUL reserves the right to increase the withdrawal charge for any Participant Accounts established on or after the effective date of the change.
Asset Charge AUL deducts a daily charge from the assets of each Investment Account, (the "Asset Charge"). The charge is equal to an annual rate of 0.00 percent, 0.25 percent, 0.50 percent, 0.75 percent, 0.90 percent, 1.00 percent or 1.25 percent of the average daily net assets of each Investment Account. (Please refer to your Contract for details regarding the Asset Charge applicable to you.) This amount is intended to compensate AUL for its professional services, administrative services (including systems recordkeeping and Investment Account accounting), 145 case acquisition costs, compliance support, sales office expenses, overhead, sales commissions, Annuity purchase rate guarantees, reasonable profit, and other related costs. AUL may use any profit derived from this charge for any lawful purpose, including Contract distribution. The Contract Owner may arrange to have the Asset Charge billed to it on an agreed-upon basis in lieu of the above daily deduction.
Variable Investment Plus Certain Contracts may have a portion of the Asset Charge offset, but never increased, by Variable Investment Plus (VIP) credits. The credit is calculated each month-end, is applied by AUL to purchase Accumulation Units for each Participant under the Contract, and is reported to Participants as Earnings. The level of the credit, as a percentage of Investment Account assets, will depend on the aggregate Investment Account assets for the Contract at the end of each month, the amount of the Contributions (both for first year and for subsequent years), the level of sales expenses under the Contract, and other charges that the Owner has agreed in writing to pay to AUL. Please consult your Contract to determine whether a Variable Investment Plus credit applies to your Contract and, if it does apply, what the factors are for determining the credit. AUL reserves the right to change the credit factors upon sixty (60) days notice of such change.
Administrative Charge AUL may deduct an administrative charge from each Participant's Account equal to a maximum of $50 per year, deducted quarterly if the account exists on the quarterly Contract anniversary. For some Contracts, the administrative charge may be waived completely. The charge is only assessed during the Accumulation Period. When a Participant annuitizes or surrenders on any day other than a quarterly Contract anniversary, a pro rata portion of the charge for that portion of the quarter will not be assessed. The charge is deducted proportionately from the Participant's Account Value allocated among the Investment Accounts and the General Account. An administrative charge will not be imposed under certain Contracts if the value of a Participant's Account is equal to or more than Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
$35,000 ($25,000 in some Contracts) on the quarterly Contract anniversary. The purpose of this charge is to reimburse AUL for the expenses associated with administration of the Contracts and operation of the Variable Account.
Additional Charges and Fees Some Contracts may also contain the following fees: (1) Loan Initiation Fees: AUL may assess a Loan Initiation Fee of up to $100 per loan against the Account of any Participant for whom a Plan loan withdrawal is requested. (2) Loan Administration Fee: AUL may charge an annual fee of up to $50 per loan for loan administration. (3) Charge for Non-Electronic Transfers: AUL may charge a service fee per non-electronic transfer of up to $5 for non-electronic transfers between Investment Options, which will either be billed to the Owner or deducted from the Participant's Account. (4) Distribution Fee: AUL may bill the Owner for a Distribution Fee of up to $40 for each Participant for whom a withdrawal is made in which the entire Participant Account is distributed in a lump-sum. Alternatively, AUL may assess this Distribution Fee against the affected Participant Accounts if permitted by applicable law, regulations or rulings. (5) Non-Electronic Contribution Fee: AUL may bill the Owner a fee of $1,000 for non-electronic Contributions. AUL reserves the right to increase this fee. (6) Brokerage Window Account: AUL may bill the Owner or deduct from the Participant's Account an annual fee of up to $100 for a Brokerage Window Account, available in some Employer-sponsored Plans, which provides the Participant the ability to invest a portion of his or her Account Value in a brokerage account, to be invested in a wide range of Funds or other investment vehicles. (7) Contract Termination Individual Participant Check Fee: AUL may bill the Owner a fee of up to $100 for each Participant for whom an individual check is prepared upon Contract termination. This Fee will not apply to a lump-sum payment to the Owner upon Contract termination. Alternatively, AUL may assess this Fee against the affected Participant Accounts if permitted by applicable law, regulations or rulings. (8) Investment Advice Provider Fee: AUL may bill the Owner for an investment advice provider fee in an amount separately agreed upon by the Owner and the third-party investment advice provider. There is no cost to the Participant when using the basic investment advice service. AUL may also assess an account management fee directly against the Account of each Participant who utilizes the more detailed, hands-on managed accounts service. The fee for the managed account service is a maximum of one percent of the total Account Value, paid in .25 percent quarterly installments. AUL will forward a portion of the fee to the investment advice provider and may retain a portion of the fee for administrative and distribution services. (9) Guaranteed Minimum Death Benefit: AUL may charge a maximum of 0.20 percent of the Account Value for a Guaranteed Minimum Death Benefit. Some Contracts offer this benefit at no charge. Please consult your Contract for details regarding this benefit and the applicable charge. (10) Plan Sponsor Investment Option Advisory Fee: AUL may bill the Owner for a Plan Sponsor Investment Option Fee. If this option is chosen, Messirow Financial will recommend a plan- level investment portfolio based on the Plan Sponsor's unique employee profile. For Contracts purchased before July 20, 2010, a maximum fee of $1,500 applies, depending on plan assets. Plans with assets greater than $20,000,000 must contact AUL to determine the applicable fee. For Contracts purchased after July 20, 2010, Plans with assets less than $500,000 are charged a 146 fee of $500. Plans with assets greater than $500,000 are not charged a fee. (11) Mesirow Financial 3(38) Fee: Mesirow Financial 3(38) is a service whereby Mesirow Financial agrees, if so elected by a plan, to become an ERISA 3(38) Investment Manager for a plan which elects this optional service. As the Investment Manager, Mesirow Financial would have the authority, granted to it by the plan that elects this service, to select the lineup of investment options for the plan and make any on-going additions to or deletions from the investment options. The Mesirow Financial fee for the service is .05%/yr. If this service is elected by a plan, AUL would bill the Plan Sponsor the .05% on behalf of Mesirow Financial and pass the fee to Mesirow Financial. (12) Redemption Fee: A redemption fee may be charged by the underlying Funds to reimburse fund shareholders for expenses associated with short-term trading. Please consult the Funds' prospectuses for more details.
Other Charges Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
AUL may charge the Investment Accounts of the Variable Account for the federal, state, or local income taxes incurred by AUL that are attributable to the Variable Account and its Investment Accounts. No such charge is currently assessed. In certain Contracts, unpaid charges due AUL (for which the Plan is responsible and which the Owner has, in writing, agreed to pay) will be deducted from Participant Accounts or the Contract Owner's Account ( if Participant Accounts are not maintained)if not paid by the Owner in a timely manner. In certain Contracts, TPA fees agreed to by the Plan Sponsor will be deducted from the Contract Owner's Account and paid to the TPA. An ILC or a MVA, which applies only to Participants' Fixed Interest Account Values under a Contract, may be imposed upon termination by an Owner of some Contracts acquired in connection with an Employee Benefit Plan, Employer Sponsored 403(b), 409A or 457 Program and upon certain withdrawals in an Employee Benefit Plan Contract. See "Termination by the Owner" and "The Fixed Interest Account."
Variations in Charges AUL may reduce or waive the amount of the withdrawal charge, the administrative charge, or the Asset Charge for a Contract where the expenses associated with the sale of the Contract or the administrative costs associated with the Contract are reduced. A reduction in the Asset Charge will generally be made by offsetting the charge by applying the Variable Investment Plus Option. As an example, these charges may be reduced in connection with acquisition of the Contract in exchange for another Annuity contract or in exchange for another Annuity contract issued by AUL. AUL may also reduce or waive these charges on Contracts sold to the directors or employees of AUL or any of its affiliates or to directors or any employees of any of the Funds.
Guarantee of Certain Charges AUL guarantees that the Asset Charge shall not increase on in-force Contracts. However, the Asset Charge may be increased on future Contracts. AUL also guarantees that the administrative charge will increase only to the extent necessary to recover the expenses associated with administration of the Contracts and operation of the Variable Account.
Expenses of the Funds Each Investment Account of the Variable Account purchases shares at the net asset value of the corresponding Portfolio of one (1) of the Funds. The net asset value reflects the investment advisory fee and other expenses that are deducted from the assets of the Portfolio. The advisory fees and other expenses are more fully described in the Funds' Prospectuses.
ANNUITY PERIOD
General On the Annuity Commencement Date, the adjusted value of the Participant's Account may be applied to provide an Annuity under one (1) of the options described below. The adjusted value will be equal to the value of the Participant's Account as of the Annuity Commencement Date, reduced by any applicable premium or similar taxes and any outstanding loan balances and unpaid expense charges on those loans. Generally, the Contracts provide for five (5) Annuity options, any one of which may be elected if permitted by the particular Plan or applicable law. A lump-sum distribution may also be elected under most Plans. Other Annuity Options may be available upon request at the discretion of AUL. All Annuity Options are fixed and the Annuity payments remain constant throughout the Annuity Period. Annuity payments are based upon Annuity rates that vary with the Annuity Option selected and the age of the Annuitant (except that in the case of Option 5, the Fixed Period Option, age is not a consideration). The Annuity rates are based upon an assumed interest rate identified in the Contracts. Once Annuity payments have commenced, a Participant cannot surrender his or her Annuity and receive a lump-sum settlement in lieu thereof and cannot change the Annuity Option. If, under any option, monthly payments are less than $25 each, AUL has the right to make either a lump-sum settlement or to make larger payments at quarterly, semiannual, or annual intervals. AUL also reserves the right to change the minimum payment amount. AUL will not allow annuitization of a Participant's Account if the total Account Value is less than the amount specified in the Contract. Should this occur, a Participant will receive the Account Value in a lump-sum settlement. Annuity payments will begin on the Annuity Commencement Date. No withdrawal charge will be applied on this Date. A Participant or, depending on the Contract, an Owner on behalf of a Participant, may designate an Annuity 147 Commencement Date, Annuity Option, contingent Annuitant, and Beneficiary on an Annuity Election Form that must be received by AUL at the Corporate Office at least thirty (30) days prior to the Annuity Commencement Date. AUL may also require additional Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
information before Annuity payments commence. During the lifetime of the Participant and up to thirty (30) days prior to the Annuity Commencement Date, the Annuity Option, the Annuity Commencement Date, or the designation of a contingent Annuitant or Beneficiary, if any, under an Annuity Option may be changed. To help ensure timely receipt of the first (1st) Annuity payment, on the date AUL receives an Annuity purchase request, it will transfer the value of a Participant's Account to the FIA (or the SVA) if it is available as an Investment Option, or to the MMIA (or other default Investment Option(s)), if the FIA (or the SVA) is not available under the Contract. The Participant's Account Value will remain in the FIA (or the SVA), or the MMIA or other default Investment Option(s) (depending on the Contract) until the full Account Value (reflecting gains and losses) is applied to purchase the Annuity on the last Business Day of the month preceding the Annuity Commencement Date. As of the date the Annuity is purchased, a Participant's funds are no longer maintained under the Contract.
Annuity Options Option 1 Life Annuity An Annuity payable monthly during the lifetime of the Annuitant that ends with the last monthly payment before the death of the Annuitant.
Option 2 Certain and Life Annuity An Annuity payable monthly during the lifetime of the Annuitant with the promise that if, at the death of the Annuitant, payments have been made for less than a stated period, which may be five (5), ten (10), fifteen (15), or twenty (20) years, as elected, Annuity payments will be continued during the remainder of such period to the Beneficiary.
Option 3 Survivorship Annuity An Annuity payable monthly during the lifetime of the Annuitant, and, after the death of the Annuitant, an amount equal to 50 percent, 662/3 percent, or 100 percent (as specified in the election) of such Annuity will be paid to the contingent Annuitant named in the election if and so long as such contingent Annuitant lives. In some Contracts, an election of this option is automatically cancelled if either the Participant or the contingent Annuitant dies before the Annuity Commencement Date. Another form of benefit would then be elected by the survivor.
Option 4 Installment Refund Life Annuity An Annuity payable monthly during the lifetime of the Annuitant except, that at the death of the Annuitant, the Beneficiary will receive additional Annuity payments until the amount paid to purchase the Annuity has been distributed.
Option 5 Fixed Periods An Annuity payable monthly for a fixed period (not less than five (5) years or more than thirty (30) years) as elected, with the guarantee that if, at the death of the Annuitant, payments have been made for less than the selected fixed period, Annuity payments will be continued during the remainder of said period to the Beneficiary. This option is not available in all Contracts.
Selection of an Option Participants should carefully review the Annuity Options with their financial or tax advisors, and reference should be made to the terms of a particular Plan for pertinent limitations respecting Annuity payments and other matters. For instance, under requirements for retirement plans that qualify for treatment under Sections 401, 403(b), 408, 409A or 457 of the Internal Revenue Code, Annuity payments generally must begin no later than April 1 of the calendar year following the calendar year in which the Participant reaches age 701/2, provided the Participant is no longer employed. For Options 2 and 5, the period elected for receipt of Annuity payments under the terms of the Annuity Option generally may be no longer than the joint life expectancy of the Annuitant and Beneficiary in the year that the Annuitant reaches age 701/2 and must be shorter than such joint life expectancy if the Beneficiary is not the Annuitant's spouse and is more than ten (10) years younger than the Annuitant. Under Option 3, if the contingent Annuitant is not the Annuitant's spouse and is more than ten (10) years younger than the Annuitant, the 662/3 percent and 100 percent elections specified above may not be available.
THE FIXED INTEREST ACCOUNT Contributions or transfers to the FIA become part of AUL's General Account. The General Account is subject to regulation and supervision by the Indiana Insurance Department as well as the insurance laws and regulations of other jurisdictions in which the Contracts or certificates issued under the Contracts are distributed. In reliance on certain exemptive and exclusionary provisions, interests in the General Account have not been registered as securities under the Securities Act of 1933 (the "1933 Act") and the General Account has not been registered as an investment company under the 1940 Act. Accordingly, neither the General Account nor any interests therein are generally subject to the provisions of the 1933 Act or the 1940 Act. AUL has been advised that the staff of the SEC has not reviewed the disclosure in this Prospectus relating to the General Account. This disclosure, however, may be subject to certain Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in the Prospectus. This Prospectus is generally intended to serve as a disclosure document only for aspects of a Contract involving the Variable Account and contains only selected 148 information regarding the General Account. For more information regarding the General Account, see the Contract.
Interest A Participant's FIA Value earns interest at fixed rates that are paid by AUL. The Account Value in the FIA earns interest at one (1) or more interest rates determined by AUL at its discretion and declared in advance ("Current Rate"), which are guaranteed to be at least an annual effective rate ("Guaranteed Rate") specified in the Contract. Contributions or transfers to a Participant's Account which are credited to the FIA during the time the Current Rate is in effect, are guaranteed to earn interest at that particular Current Rate for at least one (1) year, except for a "portfolio rate" Contract where the rate may be changed each January 1, although increases in the rate may occur at any time. AUL may declare a different Current Rate for a particular Contract based on costs of acquisition to AUL or the level of service provided by AUL. Transfers from other AUL annuity contracts may be transferred at a rate of interest different than the Current Rate. Except for transfers from other AUL annuity contracts, amounts contributed or transferred to the FIA earn interest at the Current Rate then in effect. Amounts transferred from other AUL Annuity contracts may not earn the Current Rate, but may, at AUL's discretion, continue to earn the rate of interest which was paid under the former Contract. If AUL changes the Current Rate, such amounts contributed or transferred on or after the effective date of the change earn interest at the new Current Rate; however, amounts contributed or transferred prior to the effective date of the change may earn interest at the prior Current Rate or other Current Rate determined by AUL. Therefore, at any given time, various portions of a Participant's Fixed Interest Account Value may be earning interest at different Current Rates for different periods of time, depending upon when such portions were originally contributed or transferred to the FIA. AUL bears the investment risk for Participant's Fixed Interest Account Values and for paying interest at the Current Rate on amounts allocated to the FIA. For certain Contracts, AUL reserves the right at any time to change the Guaranteed Rate of interest for any Participant Accounts established on or after the effective date of the change, although once a Participant Account is established, the Guaranteed Rate may not be changed for the duration of that Account.
Withdrawals and Transfers A Participant (or a Contract Owner on behalf of a Participant) may withdraw his or her Fixed Interest Account value, subject to the provisions of the Contract. This Fixed Interest Account value is determined as of the day the withdrawal is effected, minus any applicable withdrawal charge, plus or minus a MVA in certain Contracts, and minus the Participant's outstanding loan balance(s), if any, and any expense charges due thereon. A withdrawal may be requested for a specified percentage or dollar amount of the Participant's FIA Value. Where a Participant has outstanding collateralized policy loans under a Contract, a withdrawal will be permitted only to the extent that the Participant's remaining FIA Withdrawal Value equals twice the total of the outstanding loans under the Participant's account. In some Contracts, the minimum amount that may be withdrawn from a Participant's FIA Value is the lesser of $500 or the Participant's entire FIA Value as of the date the withdrawal request is received by AUL at the Corporate Office. If a withdrawal is requested that would leave the Participant's FIA Value less than $500, then such withdrawal request will be treated as a request for a full withdrawal from the FIA. In other Contracts, withdrawals from a Participant's Account Value may not be made in an amount less than the smaller of $5,000 or the Participant's entire Account Value. In these Contracts, AUL reserves the right to pay out the Participant's remaining Account Value if a withdrawal reduces the Participant's remaining Account Value to an amount less than $5,000. If a Participant has more than one (1) Account, then the Account from which the withdrawal is to be taken must be specified and any withdrawal restrictions shall be effective at an Account level. For a further discussion of withdrawals as generally applicable to a Participant's Variable Account Value and Fixed Interest Account Value, see "Cash Withdrawals." A Participant's FIA Value may be transferred from the FIA to the Variable Account subject to certain limitations. Where a Participant has outstanding collateralized policy loans under a Contract, a transfer will be permitted only to the extent that the Participant's remaining FIA Withdrawal Value in the FIA equals twice the total of the outstanding loans under the Participant's Account. A
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Participant may transfer part or all of the Participant's Fixed Interest Account Value (subject to the outstanding loan provision mentioned above) to one (1) or more of the available Investment Accounts during the Accumulation Period, provided, however, that if a Participant's FIA Value is $2,500 or more on the first (1st) day of a Contract Year, then amounts transferred from the FIA to an Investment Account during any given Contract Year cannot exceed 20 percent of the Participant's Fixed Interest Account Values as of the beginning of that Contract Year. Transfers and withdrawals of a Participant's Fixed Interest Account Values will be effected on a first-in, first-out basis. If a Participant has more than one Account, then the Account from which the transfer is to be taken must be specified and any transfer restrictions shall be effective at an Account level. The 20 percent restriction on transfers during any given Contract Year from the FIA to an Investment Account shall not apply to some Contracts funding Employer Sponsored 403(b) Programs, Employee Benefit Plans, or 408 SEP or SIMPLE IRA Contracts if: (1) the Owner (or Plan Sponsor) selects the FIA as an Investment Option to Participants under the Contract; and (2) the Owner (or Plan Sponsor) does not select either the MMIA or the Vanguard Short-Term Federal Bond Investment Accounts as available Investment Options to Participants under the Contract. Then, in lieu of the 20 percent restriction and following a transfer from the FIA to the Variable 149 Account by a Participant, a transfer back to the FIA shall be allowed only after ninety (90) days have elapsed since the last previous transfer from the FIA. In some Contracts where no Participant Accounts are maintained, transfers from the FIA may not be permitted at contract termination or for certain non-benefit responsive benefits when the FIA is to be paid in installments. Except as noted previously, generally, there are no limitations on the number of transfers between Investment Accounts available under a Contract or the FIA. However, if AUL determines that transfers are being made on behalf of one or more Owners to the disadvantage of other Owners or Participants, the transfer right may be restricted. AUL reserves the right, at a future date, to impose a minimum or maximum transfer amount, to assess transfer charges, to change the limit on remaining balances, to limit the number and frequency of transfers, and to suspend the transfer privilege or the telephone authorization, interactive voice response, or internet-based transfers. In addition, in some Contracts, Owner-directed transfers from the FIA are subject to a MVA. Any transfer from an Investment Account of the Variable Account shall be effective as of the end of the Valuation Date in which AUL receives the request in proper form.
Transfer of Interest Option Participants may elect to use interest earned in their FIA to purchase Accumulation Units in one (1) or more Variable Accounts. Upon receipt at AUL's Corporate Office of properly executed written instructions to do so, AUL will, on the last Business Day of each month and monthly thereafter, use the interest earned in the FIA during that month to purchase Accumulation Units at the corresponding Accumulation Unit Value on each date that a purchase is made. To elect this Option, the Participant must have previously provided AUL with instructions specifying the Variable Investment Account or Accounts to be purchased and a percentage allocation among Investment Accounts if more than one (1) Investment Account has been elected. If no such instructions are received by AUL, then the Participant's prior investment allocation instructions will be used by AUL to allocate purchases under this Option. To participate in this Option, a Participant's FIA Value must be greater than $10,000 and the Participant's Account must have been in existence for a period of at least one (1) year. Amounts transferred out of the FIA under this Option will be considered a part of the 20 percent maximum amount that can be transferred from the FIA to a Variable Account during any given Contract Year.
Contract Charges The withdrawal charge will be the same for amounts withdrawn from a Participant's General Account Value as for amounts withdrawn from a Participant's Variable Account Value. In addition, the administrative charge will be the same whether or not a Participant's Account Value is allocated to the Variable Account or the General Account. The Asset Charge will not be assessed against the General Account, and any amounts that AUL pays for income taxes allocable to the Variable Account will not be charged against the General Account. In addition, the investment advisory fees and operating expenses paid by the Funds will not be paid directly or indirectly by Participants to the extent the Account Value is allocated to the General Account; however, such Participants will not participate in the investment experience of the Variable Account. See "Charges and Deductions."
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
An ILC or MVA, depending on the Contract, may be imposed upon termination by an Owner of a Contract and upon certain withdrawals in certain Contracts. See "Termination by the Owner" and "The Fixed Interest Account."
Payments from the Fixed Interest Account Withdrawals and transfers from the FIA or other distribution based upon a Participant's FIA Value may be delayed for up to six (6) months after a written request in proper form is received by AUL at the Corporate Office. During the period of deferral, interest at the applicable interest rate or rates will continue to be credited to the Participant's FIA Value. For information on payment upon termination by the Owner of a Contract acquired in connection with an Employee Benefit Plan, an Employer Sponsored 403(b) Program, or a 409A or 457 Program, see "Termination by the Owner."
403(b) Plan Loans If a 403(b) Plan allows, a loan may be taken at any time prior to the Annuity Commencement Date. The minimum loan that can be taken at any time is specified in the Plan. The maximum amount that can be borrowed at any time is an amount which, when combined with the largest loan balance during the prior twelve (12) months, does not exceed the lesser of (1) 50 percent of the Participant's Withdrawal Value in the General Account, or (2) $50,000. Interest will be charged for the loan, and will accrue on the loan balance from the effective date of any loan. The interest rate will be determined under the Plan. Loans to Participants must be repaid within a term of five (5) years, unless the Participant certifies to AUL that the loan is to be used to acquire a principal residence for the Participant, in which case the term may be longer. Loan repayments must be made at least quarterly. The restrictions or limitations stated above may be modified, or new restrictions and limitations added, to the extent necessary to comply with Section 72(p) of the Internal Revenue Code or its regulations, under which a loan will not be treated as a distribution under a 403(b) Program, or other applicable law. It should be noted that the IRS has issued regulations which cause the outstanding balance of a loan to be treated as a taxable distribution if the loan is not repaid in a timely manner. As the lender in the collateralized loan setting, AUL may, by Contract amendment, limit the availability of future collateralized loans under the Contract. 150
THE STABLE VALUE ACCOUNT
In General The "Stable Value Account" or "SVA" is an Investment Option in which Contributions to Contracts used to fund 401(a), 403(b), and 457 Plans are accumulated at a current interest rate. Like the Fixed Interest Account ("FIA"), the SVA constitutes a portion of AUL's General Account. New Contract Owners who want a General Account investment option must choose either the FIA or the SVA, but cannot choose both. The SVA may be offered to existing Contract Owners at AUL's discretion. With the SVA, the Contract Owner may not elect any variable "Competing Investment Accounts." A "Competing Investment Account" is any money market or bond Investment Account with a duration of less than 3 years, as determined solely by AUL. All Contributions and transfers to the SVA will earn the current interest rate in effect at the time the Contribution or transfer is made, until that rate is changed. Each year, at least 35 days prior to January 1, AUL will declare a new rate for the SVA that will apply for the subsequent calendar year. All monies in the SVA will earn interest at the rate in effect. At the time AUL declares a new rate for the next year, the Contract Owner has the option of rejecting the new rate, provided that notice of such rejection is received by AUL at its Home Office at least 5 days prior to the date that the new rate takes effect. If the new rate is rejected, the Owner will have terminated the Contract. Until such time as SVA funds are ultimately paid out, they will continue to earn interest at the rate in effect for the SVA as of the Business Day that AUL receives notice of rejection of the new rate at its Home Office. This rate should never be less than the NAIC indexed rate then in effect (see the following discussion in "Guaranteed SVA Account Value." There is no minimum interest rate guarantee and no Market Value Adjustment (MVA).
Guaranteed SVA Account Value AUL maintains a "Guaranteed SVA Account Value" for Participant Accounts and Contract Owner-level accounts that is equal to the greater of: (a) a Participant's or Contract Owner's SVA Account Value, or (b) an amount equal to the total of all Contributions, transfers, reallocations and interest credited to the SVA for the Participant or the Contract Owner that have not been previously withdrawn, at a rate of interest equal to the National Association of Insurance Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Commissioners (NAIC) Model Standard Nonforfeiture Rate [i.e., the average 5-year Constant Maturity Treasury Rate reported by the Federal Reserve for the month of October of the calendar year immediately preceding each calendar year in which monies are invested in the SVA (rounded to the nearest 0.05%), minus 1.25%. This interest rate will never be less than 1% nor greater than 3%.] When amounts are withdrawn from the SVA to provide a partial benefit or any transfer, both the SVA Account Value and the amount described in (b) above will be reduced by the same percentage to reflect the transaction if, at that time, the amount described in (b) above is less than or equal to the SVA Account Value. However, both the SVA Account Value and the amount described in (b) above will be reduced by the same dollar amount to reflect the transaction if, at that time, the amount described in (b) above is greater than the SVA Account Value. AUL may elect at any time to credit the Participant's or Contractholder's SVA Account Value as additional earnings an amount equal to any excess by which the amount described in (b) above exceeds the SVA Account Value. If a Participant has a distributable event and is less than 100% vested under the Plan, and if he receives all or a portion of his vested Account Value as a Plan benefit, his entire non-vested Account Value as of such date of withdrawal (including an amount equal to any excess by which the amount described in (b) above exceeds the SVA Account Value) shall be transferred and credited as of such date to a Contractholder-level forfeiture account in the Contract. However, if none of the Participant's vested Account Value is withdrawn to provide a benefit, an amount equal to his non-vested Account Value (including an amount equal to any excess by which the amount described in (b) above exceeds the SVA Account Value) shall only be transferred and credited to the Contractholder-level forfeiture account as of the date that a permanent break in service has occurred under the Plan. If the Participant is rehired after terminating employment and if the Plan allows, he may repay the amount of his withdrawal into his Account and any amount that had been transferred and credited to the Contractholder-level forfeiture account will be transferred from that account and re-credited to the Participant's Account.
Transfers to and from the SVA All or a portion of the Participant's SVA Account Value may be transferred from the SVA. Contract Owner-directed transfers to and from the SVA are subject to AUL's approval.
Benefits Paid from the SVA If a Participant's entire Account is withdrawn to provide a Plan benefit, the Participant's Guaranteed SVA Account Value is used to provide the benefit from the SVA, subject to any applicable withdrawal charge as provided in the Contract. If the Participant's Beneficiary elects not to take a distribution and an account for the Beneficiary is maintained under the Contract, the Guaranteed SVA Account Value transferred to his account will continue to be maintained for the Beneficiary.
Annuities Paid from the SVA On the date AUL receives a request to withdraw a Participant's Account to provide an Annuity, AUL transfers the amount 151 requested to the SVA. These amounts remain in the SVA until the SVA Account Value (or the Guaranteed SVA Account Value if the entire Account is withdrawn) is applied to purchase the Annuity on the last day of the month preceding the Annuity Commencement Date.
Contract Termination As soon as administratively feasible following the Business Day that AUL receives the Contract Owner's request to terminate its Contract, but no later than 5 Business Days following the Business Day that AUL receives that request, no Contributions may be credited to the SVA, no transfers from the SVA may be made, and Plan benefits are paid as described below. The Contract termination effective date is the Business Day that AUL receives the Contract Owner's notice of intent to terminate. Rejection of a new interest rate declared for the SVA constitutes notice of Contract termination if received by AUL at least five (5) days prior to the effective date of the new rate. At Contract termination, the Contract Owner may elect one of the following options: (a) (1) The Variable Account Value of each Participant, minus any applicable withdrawal charge, will be paid in a lump-sum. (2) The Guaranteed SVA Account Value of each Participant and the Contract Owner will be transferred to an interest account within our General Account. Amounts in this interest account shall earn interest equal to the same rate as that earned by the SVA on the Contract termination effective date, but shall never be less than a minimum interest rate equal to the average five (5) year Constant Maturity Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Treasury Rate reported by the Federal Reserve for the month of October of the calendar year immediately preceding such specific calendar year (rounded to the nearest 0.05%), minus 1.25%. This minimum guaranteed interest rate shall not be less than 1% nor greater than 3%. Amounts accumulated in this interest account, subject to a withdrawal charge, will be paid out 365 days following the Contract termination effective date. Only Plan benefit payments payable as an Annuity or for retirement, death, disability, termination of employment and required minimum distributions pursuant to Code Section 401(a)(9) that are not subject to a withdrawal charge will be allowed during this 365-day period. An earlier payout within the 365-day period may be arranged with the Contract Owner at AUL's option. (b) If the Contract Owner's plan is terminating, the Contract Owner may permit a Participant to transfer his Variable Account Value and his Guaranteed SVA Account Value to any group Annuity contract which has a withdrawal charge, or such amounts, subject to a withdrawal charge, to any group Annuity contract that does not have a withdrawal charge, that AUL may make available. The transfer of the Variable Account Value will occur on the Contract termination effective date. SVA monies can be transferred subject to the same limitations described in (a) above. AUL will not maintain individual Participant Accounts during the 365-day period, will not continue Plan recordkeeping services, and will cease to provide quarterly statements of Account Value, but will be able to determine the proper payout amount for each Participant.
MORE ABOUT THE CONTRACTS
Designation and Change of Beneficiary The Beneficiary designation will remain in effect until changed. Payment of benefits to any Beneficiary are subject to the specified Beneficiary surviving the Participant. Unless otherwise provided, if no designated Beneficiary is living upon the death of the Participant prior to the Annuity Commencement Date, the Participant's estate is the Beneficiary. Unless otherwise provided, if no designated Beneficiary under an Annuity Option is living after the Annuity Commencement Date, upon the death of the Annuitant, the Annuitant's estate is the Beneficiary. Subject to the rights of an irrevocably designated Beneficiary, the designation of a Beneficiary may be changed or revoked at any time while the Participant is living by filing with AUL a written Beneficiary designation or revocation in such form as AUL may require. The change or revocation will not be binding upon AUL until it is received by AUL at the Corporate Office. When it is so received, the change or revocation will be effective as of the date on which the Beneficiary designation or revocation was signed, but the change or revocation will be without prejudice to AUL if any payment has been made or any action has been taken by AUL prior to receiving the change or revocation. Reference should be made to the terms of the particular Plan and any applicable law for any restrictions on the Beneficiary designation. For instance, under an Employee Benefit Plan or ERISA- compliant Employer Sponsored 403(b) Program, the Beneficiary (or contingent Annuitant) must be the Participant's spouse if the Participant is married, unless the spouse properly consents to the designation of a Beneficiary (or contingent Annuitant) other than the spouse.
Assignability In some Contracts, no benefit or privilege under a Contract may be sold, assigned, discounted, or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person or entity other than AUL. 152
Proof of Age and Survival AUL may require proof of age or survival of any person on whose life annuity payments depend.
Misstatements If the age of an Annuitant or contingent Annuitant has been misstated, the correct amount paid or payable by AUL shall be such as the Participant's Account Value would have provided for the correct age.
Termination of Recordkeeping Services AUL generally provides Plan recordkeeping services when all of a Plan's Funds are held under a Contract. AUL reserves the right to terminate an administrative services agreement for a Plan or a Contract if the Owner elects to allocate Plan assets to investments other than an AUL Contract, or if in AUL's judgment, the Plan's recordkeeping practices impose an administrative or financial burden on AUL. If AUL ceases to provide Plan recordkeeping for any reason, any administrative services agreement between the Owner and AUL Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
regarding the Owner's Plan, and AUL's responsibilities under such administrative services agreement will automatically cease. Likewise, if an administrative services agreement is terminated by AUL for any reason, individual Participant Accounts will not continue to be maintained under the Contract.
FEDERAL TAX MATTERS
Introduction The Contracts described in this Prospectus are designed for use as funding vehicles for retirement plans under the provisions of Sections 401, 403(b), 408, 408A, 409A and 457 of the Internal Revenue Code and certain other Employee Benefit Plans such as HRA, HSA and OPEB plans...The ultimate effect of federal income taxes on values under a Contract, the Participant's Account, on Annuity payments, and on the economic benefits to the Owner, the Participant, the Annuitant, and the Beneficiary or other payee may depend upon the type of Plan for which the Contract is purchased and a number of different factors. The discussion contained herein and in the Statement of Additional Information is general in nature. It is based upon AUL's understanding of the present federal income tax laws as currently interpreted by the IRS, and is not intended as tax advice. No representation is made regarding the likelihood of continuation of the present federal income tax laws or of the current interpretations by the IRS. Moreover, no attempt is made to consider any applicable state or other laws. Because of the inherent complexity of such laws and the fact that tax results will vary according to the particular circumstances of the Plan or individual involved, any person contemplating the purchase of a Contract, or becoming a Participant under a Contract, or receiving Annuity payments under a Contract should consult a qualified tax advisor. AUL DOES NOT MAKE ANY GUARANTEE OR REPRESENTATION REGARDING THE TAX STATUS, FEDERAL, STATE, OR LOCAL, OF ANY CONTRACT OR PARTICIPANT'S ACCOUNT OR ANY TRANSACTION INVOLVING THE CONTRACTS.
Tax Status of the Company and the Variable Account AUL is taxed as a life insurance company under Part I, Subchapter L of the Code. Because the Variable Account is not taxed as a separate entity and its operations form a part of AUL, AUL will be responsible for any federal income taxes that become payable with respect to the income of the Variable Account. However, each Investment Account will bear its allocable share of such liabilities. Under current law, no item of dividend income, interest income, or realized capital gain attributable, at a minimum, to appreciation of the Investment Accounts will be taxed to AUL to the extent it is applied to increase reserves under the Contracts. Each of the Funds in which the Variable Account invests has advised AUL that it intends to qualify as a "regulated investment company" under the Code. AUL does not guarantee that any Fund will so qualify. If the requirements of the Code are met, a Fund will not be taxed on amounts distributed on a timely basis to the Variable Account. If a Fund does not qualify, the tax status of the Contracts as annuities might be lost, which could result in immediate taxation of amounts earned under the Contracts (except those held in Employee Benefit Plans and 408 Programs). Under regulations promulgated under Code Section 817(h), each Investment Account must meet certain diversification standards. Generally, compliance with these standards is determined by taking into account an Investment Account's share of assets of the appropriate underlying Fund. To meet this test, on the last day of each calendar quarter, no more than 55 percent of the total assets of a Fund may be represented by any one investment, no more than 70 percent may be represented by any two investments, no more than 80 percent may be represented by any three investments, and no more than 90 percent may be represented by any four investments. For the purposes of Section 817(h), securities of a single issuer generally are treated as one investment, but obligations of the U.S. Treasury and each U.S. Governmental agency or instrumentality generally are treated as securities of separate issuers.
Tax Treatment of Retirement Programs The Contracts described in this Prospectus are offered for use with several types of retirement programs as described in the 153 Contracts The tax rules applicable to Participants in such retirement programs vary according to the type of retirement plan and its terms and conditions. Therefore, no attempt is made herein to provide more than general information about the use of the Contracts with the various types of retirement programs. Participants under such programs, as well as Owners, Annuitants, Beneficiaries and other payees are cautioned that the rights of any person to any benefits under these programs may be subject to the terms and conditions of the Plans themselves, regardless of the terms and conditions of the Contracts issued in connection therewith.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Generally, no taxes are imposed on the increases in the value of a Contract by reason of investment experience or Employer Contributions until a distribution occurs, either as a lump-sum payment or Annuity payments under an elected Annuity Option or in the form of cash withdrawals, surrenders, or other distributions prior to the Annuity Commencement Date. The amounts that may be contributed to the Plans are subject to limitations that may vary depending on the type of Plan. In addition, early distributions from some Plans may be subject to penalty taxes, or in the case of distributions of amounts contributed under salary reduction agreements, could cause the Plan to be disqualified. Furthermore, distributions from most Plans are subject to certain minimum distribution rules. Failure to comply with these rules could result in disqualification of the Plan or subject the Participant to penalty taxes. As a result, the minimum distribution rules could limit the availability of certain Annuity Options to Participants and their Beneficiaries. Below are brief descriptions of various types of retirement programs and the use of the Contracts in connection therewith.
401 Employee Benefit Plans Code Section 401 permits business employers and certain associations to establish various types of retirement plans for employees. Such retirement plans may permit the purchase of Contracts to provide benefits thereunder. If a Participant under a 401 Employee Benefit Plan receives a lump-sum distribution, the portion of the distribution equal to any contribution that was taxable to the Participant in the year when paid is received tax-free. The balance of the distribution will be treated as ordinary income. Special ten-year averaging and a capital-gains election may be available to a Participant who reached age 50 before 1986. Under an Employee Benefit Plan under Section 401 of the Code, when Annuity payments commence (as opposed to a lump-sum distribution), under Section 72 of the Code, the portion of each payment attributable to Contributions that were taxable to the Participant in the year made, if any, is excluded from gross income as a return of the Participant's investment. The portion so excluded is determined at the time the payments commence by dividing the Participant's investment in the Contract by the expected return. The periodic payments in excess of this amount are taxable as ordinary income. Once the Participant's investment has been recovered, the full Annuity payment will be taxable. If the Annuity should stop before the investment has been received, the unrecovered portion is deductible on the Annuitant's final return. If the Participant made no Contributions that were taxable to the Participant in the year made, there would be no portion excludable.
403(b) Plans On July 26, 2007, the Internal Revenue Service (IRS) issued final regulations for Tax-Sheltered Annuity arrangements under section 403(b). Given that these are the first significant updates of the original regulations issued by the IRS in 1964, they provide for significant changes in the way 403(b) plans must be maintained and administered. The final regulations are generally effective on January 1, 2009. The intended effect of these regulations is to make the rules governing 403(b) similar to the rules governing other arrangements that include salary reduction Contributions, such as 401(k) Plans and 457(b) Plans. Items of particular interest or significance covered by these new regulations are 1) by December 31, 2009, all 403(b) arrangements must have a written plan but must have been operated since January 1, 2009 as if the Plan were already established, 2) as of September 24, 2007, transfers previously permitted pursuant to Revenue Ruling 90-24 are no longer allowed, 3) nontaxable transfers of assets are permitted, provided that the transfer is a change of investment among approved vendors within the same Plan or to a 403(b) or 401(a) Plan of another Employer if certain conditions are met, 4) Plans may include language that permits Plan termination and distribution of benefits, 5) Employers must ensure that loans and hardship distributions are made in accordance with the applicable Plan and IRS rules, 6) Employers must have a services agreement in place with each approved vendor, 7) Employers must have a process to ensure Contributions are made in compliance with the applicable limits, and 8) Contributions must be transferred to an approved vendor within a reasonable time, but in no event later than fifteen (15) days after the end of the month.
408 and 408A Programs 1. Individual Retirement Annuities Code Sections 219 and 408 permit eligible individuals to contribute to an individual retirement program, including a Simplified Employee Pension Plan, a Simple IRA Plan and a traditional Individual Retirement Annuity/Account ("IRA"). These IRA annuities are subject to limitations on the amount that may be contributed, the persons who may be eligible, and on the time when distributions may commence. In addition, certain distributions from some other types of retirement plans may be placed on a tax-deferred basis in an IRA. Sale of the Contracts for use with IRA's may be subject to special requirements imposed by the IRS. Purchasers of the Contracts for
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
such purposes will be provided with such supplementary information as may be required by the IRS or other appropriate agency, and will have the right to revoke the Contract under certain circumstances. 154 If a Participant under a 408 Program makes a withdrawal from the Participant's Account, the Participant generally will realize income taxable at ordinary tax rates on the full amount received. Since, under a 408 Program, Contributions generally are deductible from the taxable income of the employee, the full amount received will usually be taxable as ordinary income when Annuity payments commence.
2. Roth IRA A Roth IRA under Code Section 408A is available for retirement savings for individuals with earned income. The Contract may be purchased as a Roth IRA. A Roth IRA allows an individual to contribute non-deductible Contributions for retirement purposes, with the earnings income tax-deferred, and the potential ability to withdraw the money income tax-free under certain circumstances. Roth IRAs are subject to limitations on the amount that may be contributed, the persons who may be eligible, and the time when distributions must commence. Roth IRAs may not be transferred, sold, assigned, discounted, or pledged as collateral for a loan or other obligation. The annual Premium for a Roth IRA may not exceed certain limits. In addition, a taxpayer may elect to convert an IRA to a Roth IRA, accelerating deferred income taxes on previous earnings in the IRA to a current year.
409A and 457 Programs Section 457 of the Code permits employees of state and local governments and units and agencies of state and local governments as well as tax-exempt organizations described in Section 501(c)(3) of the Code (excluding churches) to defer a portion of their compensation without paying current taxes in either a 457(b) eligible Plan or a 457(f) ineligible Plan. If the Employer sponsoring a 457(b) Program requests and receives a withdrawal for an eligible employee in connection with the Program, then the amount received by the employee will be taxed as ordinary income. Since, under a 457(b) Program, Contributions are excludable from the taxable income of the employee, the full amount received will be taxable as ordinary income when Annuity payments commence or other distribution is made (governmental) or when paid or made available (non-governmental). In a 457(f) Plan, Contributions to the Plan are includible in the employee's gross income when these amounts are no longer subject to substantial risk of forfeiture (i.e., no longer conditioned upon future performance of substantial services). The nonqualified deferred compensation Plan of any Employer who is not eligible to establish a 457 Plan and any 457(f) Plan are subject to Section 409A of the Code. A Section 409A Plan may allow an employee to defer a portion of his compensation without paying current taxes. Such deferrals are taxable when they are no longer subject to a substantial risk of forfeiture.
HSA, HRA, and OPEB Employee Benefit Plans A Health Savings Account (HSA) is a Plan sponsor-provided tax-exempt trust established pursuant to Internal Revenue Code Section 223 that is used exclusively to pay or reimburse incurred "qualified medical expenses" incurred by an employee for "medical care" as defined in Code Section 213(d). With an HSA, the employee can claim a tax deduction for Contributions he or she makes to the HSA, Employer Contributions to the HSA may be excluded from the employee's gross income, Contributions remain in the employee's account from year to year until used, interest or other earnings on the assets in the account are tax-free, distributions for qualified medical expenses are tax-free, and the HSA remains with the employee should he or she change employers or leave the work force. A Health Reimbursement Arrangement (HRA) is a Plan sponsor-provided accident and health Plan that is used exclusively to reimburse expenses incurred by an employee for medical care as defined in Code Section 213(d). An HRA is funded solely by the Employer. Employees are reimbursed tax-free for qualified medical expenses up to a maximum dollar amount for a coverage period. Employer Contributions can be excluded from the employee's gross income, and any unused amounts in the HRA can be carried forward for reimbursement in later years. A GASB ("Governmental Accounting Standards Board") 45 OPEB ("Other Post-Employment Benefit") Plan is a Plan sponsor-provided non-pension benefit Plan that is used to provide post-employment benefits for former employees through a Voluntary Employees Beneficiary Association (VEBA) or a Grantor Integral Trust. These benefits generally include certain health care benefits. Employer Contributions and trust earnings are tax-exempt, and reimbursements of medical costs are excludible from the employee's gross income.
Tax Penalty
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Any distribution made to a Participant from a 401 Employee Benefit Plan, 403(b) Program, or a 408 Program other than on account of one or more of the following events will be subject to a 10 percent penalty tax on the amount distributed: (a) the Participant has attained age 591/2; (b) the Participant has died; or (c) the Participant is disabled. In addition, a distribution from an Employee Benefit Plan will not be subject to a 10 percent penalty tax on the amount distributed to a Participant after separation from service after attainment of age 55. Distributions received at least annually as part of a series of substantially equal periodic payments made for the life of the Participant will not be subject to a penalty tax. Certain amounts paid for medical care also may not be subject to a penalty tax.
Withholding Distributions from an Employee Benefit Plan under Code Section 401(a) or a 403(b) Program to an employee, surviving spouse, or former spouse who is an alternate payee under a qualified domestic relations order, in the form of a lump-sum 155 settlement or periodic Annuity payments for a fixed period of fewer than ten (10) years, are subject to mandatory federal income tax withholding of 20 percent of the taxable amount of the distribution, unless the distributee directs the transfer of such amounts to another eligible retirement program. The taxable amount is the amount of the distribution, less the amount allocable to after-tax Contributions. All other types of distributions from 401 Employee Benefit Plans and 403(b) Programs and all distributions from Individual Retirement Accounts, are subject to federal income tax withholding on the taxable amount unless the distributee elects not to have the withholding apply. The amount withheld is based on the type of distribution. Federal tax will be withheld from Annuity payments (other than those subject to mandatory 20 percent withholding) pursuant to the recipient's withholding certificate. If no withholding certificate is filed with AUL, tax will be withheld on the basis that the payee is married with three (3) withholding exemptions. Tax on all surrenders and lump-sum distributions from Individual Retirement Accounts will be withheld at a flat 10 percent rate. Withholding on Annuity payments and other distributions from the Contract will be made in accordance with regulations of the IRS.
OTHER INFORMATION
Mixed and Shared Funding The Fund portfolios serve as the underlying investment medium for amounts invested in AUL's separate accounts funding both variable life insurance policies and variable annuity contracts (mixed funding), and as the investment medium for such policies and contracts issued by both AUL and other unaffiliated life insurance companies (shared funding). Shared funding also occurs when the Portfolio is used by both a life insurance company to fund its policies or contracts and a participating qualified plan to fund plan benefits. It is possible that there may be circumstances where it is disadvantageous for either: (i) the owners of variable life insurance policies and variable annuity contracts to invest in the Portfolios at the same time, or (ii) the owners of such policies and contracts issued by different life insurance companies to invest in the Portfolio at the same time, or (iii) participating qualified Plans to invest in shares of the Portfolios at the same time as one or more life insurance companies. Neither the Portfolios nor AUL currently foresees any disadvantage, but if the portfolios determine that there is any such disadvantage due to a material conflict of interest between such policyowners and contract owners, or between different life insurance companies, or between participating qualified Plans and one or more life insurance companies, or for any other reason, a Portfolio's Board of Directors will notify the life insurance companies and participating qualified Plans of such conflict of interest or other applicable event. In that event, the life insurance companies or participating qualified Plans may be required to sell Portfolio shares with respect to certain groups of policy owners or contract owners, or certain participants in participating qualified Plans, in order to resolve any conflict. The life insurance companies and participating qualified Plans will bear the entire cost of resolving any material conflict of interest.
Voting of Shares of the Funds AUL is the legal Owner of the shares of the portfolios of the Funds held by the Investment Accounts of the Variable Account. In accordance with its view of present applicable law, AUL will exercise voting rights attributable to the shares of the Funds held in the Investment Accounts at regular and special meetings of the shareholders of the Funds on matters requiring shareholder voting under the 1940 Act.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
AUL will exercise these voting rights based on instructions received from persons having the voting interest in corresponding Investment Accounts of the Variable Account and consistent with any requirements imposed on AUL under contracts with any of the Funds, or under applicable law. However, if the 1940 Act or any regulations thereunder should be amended, or if the present interpretation thereof should change, and as a result AUL determines that it is permitted to vote the shares of the Funds in its own right, it may elect to do so. The person having the voting interest under a Contract is the Owner or the Participant, depending on the type of Contract\. Generally, a Participant will have a voting interest under a Contract to the extent of the Vested portion of his or her Account Value. AUL shall send to each Owner or Participant a Fund's proxy materials and forms of instruction by means of which instructions may be given to AUL on how to exercise voting rights attributable to the Funds' shares. In the case of a Contract acquired in connection with an Employee Benefit Plan or an Employer Sponsored 403(b) Program, AUL may furnish the Owner with sufficient Fund proxy materials and voting instruction forms for all Participants under a Contract with any voting interest. Unless otherwise required by applicable law or under a contract with any of the Funds, with respect to each of the Funds, the number of Fund shares of a particular Portfolio as to which voting instructions may be given to AUL is determined by dividing Accumulation Units of the corresponding Investment Account attributable to a Contract or a Participant's Account by the total accumulation units of all Contracts or Participants' Accounts on a particular date times shares owned by AUL of that Portfolio as of the same date. Fractional votes will be counted. The number of votes as to which voting instructions may be given will be determined as of the date coinciding with the date established by a Fund for determining shareholders eligible to vote at the meeting of the Fund. If required by the SEC or under a contract with any of the Funds, 156 AUL reserves the right to determine in a different fashion the voting rights attributable to the shares of the Fund. Voting instructions may be cast in person or by proxy. Voting rights attributable to the Contracts or Participant Accounts for which no timely voting instructions are received will be voted by AUL in the same proportion as the voting instructions which are received in a timely manner for all Contracts and Participant Accounts participating in that Investment Account. AUL will vote shares of any Investment Account, if any, that it owns beneficially in its own discretion, except that if a Fund offers its shares to any insurance company separate account that funds variable life insurance contracts or if otherwise required by applicable law, AUL will vote its own shares in the same proportion as the voting instructions that are received in a timely manner for Contracts and Participant Accounts participating in the Investment Account. Neither the Variable Account nor AUL is under any duty to inquire as to the instructions received or the authority of Owners or others to instruct the voting of shares of any of the Funds.
Substitution of Investments AUL reserves the right, subject to compliance with applicable law, to make additions to, deletions from, substitutions for, or combinations of, the securities that are held by any Investment Account or that any Investment Account may purchase. AUL also reserves the right to eliminate shares of any of the eligible Funds, Portfolios or other entities and to substitute shares of, or interests in, another Fund, Portfolio or another investment vehicle, for shares already purchased or to be purchased in the future under the Contract, if the shares of any or all eligible Funds, Portfolios, or other entities are no longer available for investment or if further investment in any or all eligible Funds, Portfolios, or other entities become inappropriate in view of the purposes of the Contract. Where required under applicable law, AUL will not substitute any shares attributable to an Owner's interest in an Investment Account without notice, Owner or Participant approval, or prior approval of the Securities and Exchange Commission or a state insurance commissioner, and without following the filing or other procedures established by applicable state insurance regulators. Nothing contained herein will prevent the Variable Account from purchasing other securities for other series or classes of contracts, or from effecting a conversion between series or classes of contracts on the basis of requests made by a majority of contractholders or as permitted by federal law. AUL additionally reserves the right to establish additional Investment Accounts, each of which would invest in the corresponding Fund, Portfolio or other entity, or in other securities or investment vehicles. AUL may also eliminate or combine existing Investment Accounts if marketing, tax, or investment conditions warrant and may provide other investment options at any time. Subject to any required regulatory approvals, AUL reserves the right to transfer assets from any Investment Account to another separate account of AUL or investment account. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
In the event of any such substitution or change, AUL may, by appropriate amendment, make such changes in this and other Contracts as may be necessary or appropriate to reflect such substitution or change. Any transfer request or investment option election received on or after the effective date of such substitution or change that reflects the previous investment option that has been substituted or changed will be transacted using the new substituted or changed investment option. If deemed by AUL to be in the best interests of persons or entities having voting rights under the Contracts, the Variable Account may be operated as a management investment company under the Investment Company Act of 1940 or, it may be combined with other separate accounts of AUL or an affiliate thereof. Subject to compliance with applicable law, AUL also may combine one or more Investment Accounts and may establish a committee, board, or other group to manage one or more aspects of the Investment Accounts.
Redemption Fees Some Funds may charge a redemption fee for short-term trading in their Fund. AUL will assess any applicable fee against the Account Value and forward the fee on to the Fund company. Please consult the Fund prospectus to determine whether redemption fees apply to the Fund and for details regarding the fee.
Changes to Comply with Law and Amendments AUL reserves the right, without the consent of Owners or Participants, to make any change to the provisions of the Contracts to comply with, or to give Owners or Participants the benefit of, any federal or state statute, rule, or regulation, including, but not limited to, requirements for Annuity contracts and retirement plans under the Internal Revenue Code and regulations thereunder or any state statute or regulation. AUL reserves the right to make certain changes in the Contracts. Depending on the Contract, AUL has the right at any time to change the Guaranteed Rate of interest defined in the Contract credited to amounts allocated to the FIA for any Participant Accounts established on or after the effective date of the change, although once a Participant's Account is established, the Guaranteed Rate may not be changed for the duration of the Account. Depending on the Contract, after the fifth (5th) anniversary of a Contract, AUL has the right to change any Annuity tables included in the Contract, but any such change shall apply only to Participant Accounts established on or after the effective date of such a change. AUL also has the right to change the withdrawal charge and, within the limits described under "Guarantee of Certain Charges," the administrative charge. 157
Reservation of Rights AUL reserves the right to refuse to accept new Contributions under a Contract and to refuse to accept new Participants under a Contract.
Periodic Reports AUL will send quarterly statements showing the number, type, and value of Accumulation Units credited to the Contract or to the Participant's Account, as the case may be. AUL will also send statements reflecting transactions in a Participant's Account as required by applicable law. In addition, every person having voting rights will receive such reports or Prospectuses concerning the Variable Account and the Funds as may be required by the 1940 Act and the 1933 Act.
Legal Proceedings There are no legal proceedings pending to which the Variable Account is a party, or which would materially affect the Variable Account.
Legal Matters Legal matters in connection with the issue and sale of the Contracts described in this Prospectus and the organization of AUL, its authority to issue the Contracts under Indiana law, and the validity of the forms of the Contracts under Indiana law have been passed upon by Thomas M. Zurek, General Counsel of AUL. Legal matters relating to the federal securities and federal income tax laws have been passed upon by Dechert LLP. 158
STATEMENT OF ADDITIONAL INFORMATION The Statement of Additional Information contains more specific information and financial statements relating to AUL. The Table of Contents of the Statement of Additional Information is set forth below: Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Description
Page
GENERAL INFORMATION AND HISTORY
3
DISTRIBUTION OF CONTRACTS
3
CUSTODY OF ASSETS
3
LIMITS ON CONTRIBUTIONS TO RETIREMENT PLANS
3
403(b) Programs
3
408 and 408A Programs
4
457 Programs
4
Employee Benefit Plans
5
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
5
FINANCIAL STATEMENTS
5
A Statement of Additional Information may be obtained by calling or writing AUL at the telephone number and address set forth in the front of this Prospectus. 159 No dealer, salesman or any other person is authorized by the AUL American Unit Trust or by AUL to give any information or to make any representation other than as contained in this Prospectus in connection with the offering described herein. AUL has filed a Registration Statement with the Securities and Exchange Commission, Washington, D.C. For further information regarding the AUL American Unit Trust, AUL and its variable annuities, please reference the Registration statement and the exhibits filed with it or incorporated into it. All Contracts referred to in this Prospectus are also included in that filing. The products described herein are not insured by the Federal Deposit Insurance Corporation; are not deposits or other obligations of the financial institution and are not guaranteed by the financial institution; and are subject to investment risks, including possible loss of the principal invested.
AUL AMERICAN UNIT TRUST Group Variable Annuity Contracts Sold By AMERICAN UNITED LIFE INSURANCE COMPANY® One American Square Indianapolis, Indiana 46282 PROSPECTUS Dated: May 1, 2012 160
The prospectus must be preceded or accompanied by current prospectuses for the underlying investment options. Variable annuities issued by American United Life Insurance Company® (AUL) are distributed by OneAmerica® Securities, Inc., member FINRA, SIPC, a wholly-owned subsidiary of AUL Retirement Services, a division of American United Life Insurance Company® One American Square, P.O. Box 368 Indianapolis, IN 46206-0368 www.eretirement.aul.com. © 2012 American United Life Insurance Company®. All rights reserved. OneAmerica® and the OneAmerica banner are all trademarks of OneAmerica Financial Partners, Inc.
P-12784 5/1/12 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Part C: Other Information Item 24. Financial Statements and Exhibits (a) FINANCIAL STATEMENTS 1. Included in Prospectus (Part A): Condensed Financial Information(13) 2. Included in Statement of Additional Information (Part B): (a) Financial Statements of OneAmerica Financial Partners, Inc.(R) (13) Report of Independent Auditors Consolidated Balance Sheets as of December 31, 2011 and 2010 Consolidated Statements of Operations for years ended December 31, 2011 and 2010 Consolidated Statements of Changes in Shareholders Equity and Comprehensive Income as of December 31, 2011, 2010, and 2009 Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009 Notes to Consolidated Financial Statements (b) Financial Statements of AUL American Unit Trust (13) Registrants Annual Report for the year ended December 31, 2011 contains the following Financial Statements: A Message From the President & CEO of American United Life Insurance Company(R) Report of Independent Registered Public Accounting Firm Statements of Net Assets as of December 31, 2011 Statements of Operations as of December 31, 2011 Statements of Changes in Net Assets as of December 31, 2011 and 2010 Notes to Financial Statements (b) Exhibits
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
1.
Resolution of Executive Committee of American United Life Insurance Company(R) (AUL) establishing AUL American Unit Trust (1)
2.
Not applicable
3.
Underwriting Agreements
3.1
Distribution Agreement between American United Life Insurance Company(R) and OneAmerica Securities, Inc. (6)
3.2
Form of Selling Agreement (8)
4. Group Annuity Contract Forms: 4.1
TDA Voluntary Contract, Form P-12511 (1)
4.2
TDA Employer Sponsored Contract, Form P-12621 (1)
4.3
TDA Employer Sponsored Benefit Responsive Contract, Form P-12621BR (1)
4.4
TDA Custodial SPL Contract, Form P-12833 (1)
4.5
TDA Custodial Contract, Form P-12833 (1)(3)
4.6
TDA Employer Sponsored and Qualified Conv. Multiple Fund VA Contract, Form P-14020 (1)
4.7
TDA Employer Sponsored and Qualified New Multiple Fund VA Contract, Form P-14020 (1)
4.8
IRA Non-Custodial Contract, Form P-12566 (1)
4.9
IRA Custodial Contract, Form P-12867 (1)(3)
4.10
DCP Contract, Form P-12518 (1)
4.11
IRA No-Load Custodial Contract and Amendment, Form P-12867 (2)
4.12
IRA Guaranteed Benefit Group Variable Annuity, Form P-GB-K-IRAMFVA(NBR) (2)
4.13
TDA Guaranteed Benefit Employer-Sponsored Group Variable Annuity, Form P-GB-K-ERTDAMFVA (2)
4.14
Employer-Sponsored TDA and Qualified Plan Guaranteed Benefit Group Variable Annuity, Form P-GB-K-AUL1MFVA (2)
4.15
Voluntary TDA Group Variable Annuity and Certificate, Forms P-K-TDAMFVA-GMDB (BR) and P-C-TDAMFVA-GMDB (BR) (3)
4.16
TDA Multiple-Fund Group Variable Annuity with GMDB (SBR)- OMNI Patriot TDA Voluntary Contract & Certificates, Form TDA.GMDB.OM-K & C (4)
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
4.17
Employer-Sponsored TDA & Qualified Plan Guaranteed Benefit Contract & Certificates, OMNI AULONE Contract, Form GB10.OM-K & C (4)
4.18
Guaranteed Benefit Employer-Sponsored TDA Contract and Amendments & Certificates (SBR) - OMNI-ERTDA, Form GBErTDA.OM-K & C (4)(6)
4.19
AUL American Series IRA Multiple Fund Individual Variable Annuity - Form Individual ORIRA (5)
4.20
Amendment to the IRA Group Annuity Contract - Form IRAEGTRRAKAM (5)
4.21
AUL American Series Roth IRA Multiple Fund Group Variable Annuity - Form IRA/GBSEP/GBSIMPLE.OM-K (5)
4.22
AUL American Series Guaranteed Benefit IRA Multiple Fund Group Annuity with Guaranteed Minimum Death Benefit (NBR) - Form IRA/GBSEP/GBSIMPLE.OM-K (5)
4.23
AUL American Series Roth IRA Multiple Fund Group Variable Annuity Certificate - Form ROTHIRA.OM-C (5)
4.24
AUL Unallocated OMNI AULONE 401 and 403(b) Form GB10.OM-K (Unall) (7)
4.25
AUL Omni Employer Sponsored TDA - Form GBErTDA.OM-ChuK (8)
4.26
AUL Omni DCP MFVA - Form DCP.OM (8)
4.27
AUL Loan Administration Fee Addendum to Group Annuity Contract (9)
4.28
AUL Loan Administration Fee Amendment to Group Annuity Contract (9)
4.29
AUL Unallocated Variable Registered Group Annuity 403(b) and 401(a) Contract (9)
4.30
AUL Unallocated Variable Registered Group Annuity for HRAs, HSAs and OPEB Employee Benefit Plans (9)
4.31
Addendum to the Certificate Issued to the Participants in TDA Group Annuity Contracts (10)
4.32
Amendment to the TDA Group Annuity Contract(10)
4.33
Guaranteed Benefit Employer-Sponsored TDA Multiple-Fund Group Variable Annuity with Stable Value Account (SBR)(10)
4.34
Guaranteed Benefit Employer-Sponsored TDA and Qualified Plan Multiple-Fund Group Variable Annuity with Stable Value Account Contract Form GB10-K(SVA) (11)
4.35
Guaranteed Benefit Employer-Sponsored TDA and Qualified Plan Multiple-Fund Group Variable Annuity with Stable Value Account Certificate Form GB10-C(SVA) (11)
4.36
Guaranteed Benefit Employer-Sponsored TDA Multiple-Fund Group Variable Annuity with Stable Value Account Contract Form GBERTDA-K(SVA)(11) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
4.37
Guaranteed Benefit Employer-Sponsored TDA Multiple-Fund Group Variable Annuity with Stable Value Account Certificate Form GBERTDA-C(SVA) (11)
4.38
Deferred Compensation Plan (DCP) Multiple-Fund Group Variable Annuity with Stable Value Account Form DCP-K(SVA) (11)
4.39
Guaranteed Benefit Unallocated Employer-Sponsored TDA Multiple-Fund Group Variable Annuity with Stable Value Account GBERTDA-uK(SVA)(12)
4.40
Deferred Compensation Plan (DCP) Unallocated Multiple-Fund Group Variable Annuity with Stable Value Account DCPuK(SVA)(12)
4.41
AUL American Series Roth IRA Multiple-Fund Group Variable Annuity ROTHIRA.SP-K (12)
4.42
AUL American Series Roth IRA Multiple-Fund Group Variable Annuity Certificate ROTHIRA.SP-C (12)
1) Re-filed with the Registrants Post-Effective Amendment No. 15 (File No. 33-31375) on April 30, 1998. (2) Filed with the Registrants Post-Effective Amendment No. 17 (File No.33-31375) on April 30, 1999. (3) Filed with the Registrants Post-Effective Amendment No. 18 (File No. 33-31375) on June 21, 1999. (4) Filed with the Registrants Post-Effective Amendment No. 22 (File No. 33-31375) on May 1, 2002. (5) Filed with the Registrants Post-Effective Amendment No. 23 (File No. 33-31375) on April 30, 2003. (6) Filed with the Registrants Post-Effective Amendment No. 26 (File No. 33-31375) on April 28, 2004. (7) Filed with the Registrants Post-Effective Amendment No. 28 (File No. 33-31375) on April 29, 2005. (8) Filed with the Registrants Post-Effective Amendment No. 30 (File No. 33-31375) on April 28, 2006. (9) Filed with the Registrants Post-Effective Amendment No. 35 (File No. 33-31375) on May 2, 2008. (10) Filed with the Registrants Post-Effective Amendment No. 36 (File No. 33-31375) on April 29, 2009.
(11) Filed with the Registrants Post-Effective Amendment No. 37 (File No. 33-31375) on April 19, 2010. (12) Filed with the Registrants Post-Effective Amendment No. 38 (File No. 33-31375)on April 19, 2011. (13) Filed with the Registrants Post-Effective Amendment No. 39 (File No. 33-1375) on April 20, 2012. Item 24. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED) 5.
Application Forms and other forms:
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
5.1
AUL American Series Enrollment Form P-12464 (1)
5.2.
Employer Sponsored TDA Enrollment Form P-12477 (1)
5.3
AUL Select Annuity Enrollment Form P-14009 (1)
5.4
Application for No-Load IRA Contract, P-12503 (2)
5.5
AUL American Series Enrollment Form P-11464 G (4)
5.6
Employer-Sponsored Tax Deferred Annuity Enrollment Form P-12477 L (4)
6.
Certificate of Incorporation and By-Laws of the Depositor
6.1
Articles of Merger between American Central Life Insurance Company and United Mutual Life Insurance Company (1)
6.2
Certification of the Secretary of State as to the filing of the Articles of Merger between American Central Life Insurance Company and United Mutual Life Insurance Company (1)
6.3
Second Amended and Restated Articles of Incorporation of American United Life Insurance Company(R)(6)
6.4
Second Amended and Restated By-Laws of American United Life Insurance Company(R)(6)
7. Not applicable 8. Form of Participation Agreements: 8.1
Form of Participation Agreement with Alger American Fund (1)
8.2
Form of Participation Agreement with American Century (1)
8.2.1
Form of Participation Agreement with American Century Variable Portfolios, Inc.(3)
8.2.2
Form of Participation Agreement with American Century Variable Portfolios, Inc.(3)
8.2.3
Form of Participation Agreement and Amendments thereto with American Century Variable Portfolios, Inc. (3)(6)
8.3
Form of Participation Agreement with Calvert Variable Series (1)
8.4
Form of Participation Agreement with Fidelity Variable Insurance Products Fund (1)
8.5
Form of Participation Agreement with Fidelity Variable Insurance Products Fund II (1)
8.6
Form of Participation Agreement with Janus Aspen Series (1)
8.7
Form of Participation Agreement and Amendments thereto with PBHG Funds, Inc. (3)(6)
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
8.8
Form of Participation Agreement with Safeco Resource Series Trust(1)
8.9.
Form of Participation Agreement with T. Rowe Price Equity Series, Inc. (3)
8.10
Form of Participation Agreement with Invesco Funds Group and American United Life Insurance Company(R) (3)
8.11
Form of Participation Agreement with The Vanguard Group and American United Life Insurance Company(R) (3)
8.12
Form of Participation Agreement with State Street Institutional Investment Trust and American United Life Insurance Company(R) (3)
8.13
Form of Participation Agreement between MFS Funds Distributors, Inc. and American United Life Insurance Company(R) (5)
8.14
Form of Amendment No. 4 to the Participation Agreement between American Century Investment Management, Inc., American Century Investment Services, Inc. and American United Life Insurance Company(R) (5)
8.15
Form of Amendments to the Participation Agreement between American Century Investment Management, Inc., American Century Investment Services, Inc. and American United Life Insurance Company(R) (5)(6)
8.16
Form of Distribution and Service Agreement between T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc. and American United Life Insurance Company(R) (5)
8.17
Form of Participation Agreement between Pacific Investment Management Company LLC (PIMCO) and American United Life Insurance Company(R) (5)
8.18
Form of Shareholder Servicing Agreement between PIMCO Advisors Fund Management LLC and American United Life Insurance Company(R) (5)
8.19
Form of Participation Agreement between AIM Growth Series, AIM Distributors, Inc. and American United Life Insurance Company(R) (5)
8.20
Form of Amendment to the Participation Agreement between Invesco Funds Group and American United Life Insurance Company(R) (5)
8.21
Form of Amendment to the Omnibus Account Services Agreement between Invesco Funds Group, Inc., Invesco Distributors, Inc. and American United Life Insurance Company(R) (5)
8.22
Form of Assigment and Assumption of AUL Fund Participation Agreement (Mason Street Funds, Inc.) between Robert W. Baird & Co., Inc., Northwestern Investment Services, LLC, and Mason Street Advisors, LLC (5)
8.23
Form of Variable Group Annuity Contractholder Service Agreement (12b-1) between AIM Distributors, Inc. and American United Life Insurance Company(R) (5)
8.24
Form of Participation Agreement between Fidelity Distributors Corporation and American United Life Insurance Company(R) (6)
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
8.25
Form of Amendments to the Participation Agreement between Mason Street and Northwestern Investment Services, LLC and American United Life Insurance Company(R) (6)
8.26
Form of Participation Agreement, and others between Frank Russell and American United Life Insurance Company(R) (7)
8.27
Form of Participation Agreement, and others between Fifth Third and American United Life Insurance Company(R) (7)
8.28
Form of Shareholder Services Agreement between Alliance Global Investor Services, Inc. and American United Life Insurance Company(R) (8)
8.29
Form of Participation Agreement between AIM Variable Insurance Funds and American United Life Insurance Company(R) (8)
8.30
Form of Service Agreement between Dreyfus Service Corporation and American United Life Insurance Company(R) (8)
8.31
Form of First Amendment to the Participation Agreement between Fidelity Distributors Corporation and American United Life Insurance Company(R) (8)
8.32
Form of Recordkeeping Services Agreement between Lord Abbett Family of Funds and American United Life Insurance Company(R) (8)
8.33
Form of Participation Agreement between Neuberger Berman Advisers Management Trust and American United Life Insurance Company(R) (8)
8.34
Form of Administrative Services Agreement between OppenheimerFunds Distributor, Inc. and American United Life Insurance Company(R) (8)
8.35
Form of Participation Agreement between Pioneer Funds Distributor, Inc. and American United Life Insurance Company(R) (8)
8.36
Form of Participation Agreement between Thornburg Investment Management, Inc. and American United Life Insurance Company(R) (8)
8.37
Form of Participation Agreement between American Funds and American United Life Insurance Company(R) (9)
8.38
Form of Broker Dealer Agreement between BlackRock Investments, Inc. and OneAmerica Securities, Inc.(10)
8.39
Form of Investor Distribution and Service Agreement between BlackRock Investments, Inc. and American United Life Insurance Company(R)(10)
8.40
Form of Service Agreement between BlackRock Advisors, LLC and American United Life Insurance Company (10)
8.41
Form of Shareholder Service Agreement for Institutional Class Shares between BlackRock Advisors, LLC and American United Life Insurance Company(R) (10)
8.42
Form of Selling/Service Agreement for CRM Mutual Fund Trust between PFPC Distributors, Inc. and American United Life Insurance Company(R) (10) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
8.43
Form of Service Agreement between DWS Investments Service Company and American United Life Insurance Company(R)(10)
8.44
Form of Retail Fund Participation Agreement between Pax World Funds Series Trust 1, Alps Distributors, Inc. and American United Life Insurance Company(R) (10)
8.45
Form of Services Agreement between Prudential Investment Management Services LLC and American United Life Insurance Company(R) (11)
8.46
Form of Participation Agreement among Prudential Investments LLC, Prudential Investment Management Services LLC and American United Life Insurance Company(R)(11)
8.47
Form of Selling Group Agreement between Teachers Advisors, Inc., Teachers Personal Investors Services, Inc., OneAmerica Securities, Inc. and American United Life Insurance Company(R) (11)
8.48
Form of Form of Selling and Shareholder Support Services Agreement between ALPS and American United Life Insurance Company & OneAmerica Securities, Inc. (12)
8.49
Form SERVICE AGREEMENT between Ridge Worth Funds, American United Life Insurance Company and OneAmerica Securities, Inc.(12)
8.50
Form OF SERVICE AGREEMENT BETWEEN PARNASSUS Investments and American United Life Insurance Company (12)
8.51
Form OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN American United Life Insurance Company and OneAmerica Securities, Inc. and Payden & Rygel Distributors (12)
8.52
Form of Form of SELLING GROUP AGREEMENT between MATRIX CAPITAL GROUP, INC., American United Life Insurance Company & OneAmerica Securities, Inc. (12)
8.53
Form of Participation Agreement between American United Life Insurance Company, Ariel Capital Management, Inc. and Ariel Distributors, Inc. (13)
8.54
Form of Administrative Services Agreement between Manning & Napier Fund, Inc. and American United Life Insurance Company (13)
8.55
Form of Servicing Agreement between Northern Funds and American United Life Insurance Company (13)
8.56
Form of Shareholder Services Agreement between American United Life Insurance Company, OneAmerica Securities, Inc., DFA investment Dimensions Group, Inc. and Dimensional Investment Group, Inc. (13)
8.57
Form of Consent to Assignment of Agreement between American United Life Insurance Company and FAF Advisors, Inc. U.S. Bancorp Fund Services, Quasar Distributors LLC and Nuveen Investments, LLC (13)
8.58
Form of Shareholder Services Agreement between American United Life Insurance Company, OneAmerica Securities, Inc. and Managers Distributors, Inc. (13) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
8.59
Form of Mutual Fund Sales Agreement between Columbia Management Distributors, Inc. and American Untied Life Insurance Company (13)
8.60
Form of Services Agreement for Insurance Companies between Franklin Templeton Distributors, Inc., American United Life Insurance Company and Franklin Templeton Investor Services, LLC (13)
8.61
Form of Master Shareholder Services Agreement for the Franklin Templeton Funds (13)
8.62
Form of Administrative Services Agreement between Pax World Fund series Trust I and American United Life Insurance Company (13)
8.63
Form of Fund Participation Agreement between Timothy Plan, Timothy Partners, LTD and American United Life Insurance Company (13)
8.64
Form of Letter Agreement Between American United Life Insurance Company and Goldman Sachs Asset Management, L.P. (13)
9. Opinion and Consent of Senior Counsel of AUL as to the legality of Contracts being registered (1) 10. Miscellaneous Consents 10.1 Consent of Independent Auditors (13) 10.2 Consent of Dechert Price & Rhoads (1) 10.3 Powers of Attorney (13) 10.4 Rule 483 Certified Resolution (13) 11. Not applicable
12. Not applicable (1)
Re-filed with the Registrants Post-Effective Amendment No. 15 (File No. 33-31375) on May 26, 1998.
(2)
Filed with the Registrants Post-Effective Amendment No. 17 (File No. 33-31375) on April 30, 1999.
(3)
Filed with the Registrants Post-Effective Amendment No. 21 (File No. 33-31375) on July 27, 2001.
(4)
Filed with the Registrants Post-Effective Amendment No. 22 (File No. 33-31375) on May 1, 2002.
(5)
Filed with the Registrants Post-Effective Amendment No. 23 (File No. 33-31375) on April 30, 2003.
(6)
Filed with the Registrants Post-Effective Amendment No. 26 (File No. 33-31375) on April 28, 2004.
(7)
Filed with the Registrants Post-Effective Amendment No. 27 (File No. 33-31375) on July 2, 2004. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(8)
Filed with the Registrants Post-Effective Amendment No. 28 (File No. 33-31375) on April 29, 2005.
(9)
Filed with the Registrants Post-Effective Amendment No. 30 (File No. 33-31375) on April 28, 2006.
(10)
Filed with the Registrants Post-Effective Amendment No. 36 (File No. 33-31375) on April 16, 2009.
(11)
Filed with the Registrants Post-Effective Amendment No. 37 (File No. 33-31375) on April 19, 2010.
(12)
Filed with the Registrants Post-Effective Amendment No. 38 (File No. 33-31375)on April 19, 2011.
(13)
Filed with the Registrants Post-Effective Amendment No. 39 (File No. 33-31375) on April 20, 2012.
Item 25. DIRECTORS AND OFFICERS OF AUL Name and Address
J. Scott Davison*
Jeffrey D. Holley* John C. Mason*
Dayton H. Molendorp*
Mark C. Roller*
G. David Sapp* Thomas M. Zurek*
Positions and Offices with AUL
Executive Vice President (02/11 to present); Chief Financial Officer (6/04 - 02/11); Senior Vice President, Strategic Planning and Corporate Development (7/02 -6/04); Director, AUL (7/02 - present); Vice President, Corporate Planning (1/00 - 7/02) Chief Financial Officer, (9/11 - present); Treasurer (9/11 - present); Director, AUL (10/11 - present) Chief Investment Officer (3/12 - present); Vice President, Investments (8/11 - 3/12); Vice President Fixed Income Securities (2/10 - 3/12); Vice President, Marketable Bonds, (5/03 - 2/10); Director, AUL (2/12 - present) Chairman, AUL (2/2007 to Present); President and Chief Executive Officer, AUL (9/ 04 - present); Executive Vice President, AUL (2/03 - 9/04); Senior Vice President, Individual Division (9/99 - 2/03); Director, AUL, (12/00 - present); Vice President, Marketing, Individual Division (6/92 - 9/98) Senior Vice President, Human Resources & Corporate Support, (12/01 - present); Director, AUL (12/01 - present); Vice President Human Resources, (11/99 - 12/01); Vice President, Corporate Planning, (9/95 - 11/99) Senior Vice President, Investments (1/92 - 3/12); Director, AUL (12/00 - 3/12) General Counsel & Secretary (8/02 - present); Director, AUL (8/02 - present)
*One American Square, Indianapolis, Indiana 46282 Item 26. Persons Controlled by or Under Common Control with Registrant AMERICAN UNITED LIFE INSURANCE COMPANY (AUL) is a stock insurance company existing under the laws of the State of Indiana. It was originally incorporated as a fraternal society on November 7, 1877, under the laws of the federal government and reincorporated as a mutual insurance company under the laws of the State of Indiana in 1933. On December 17, 2000, AUL converted from a mutual life insurance company to a stock life insurance company ultimately controlled by a mutual holding company, American United Mutual Insurance Holding Company. AMERICAN UNITED MUTUAL INSURANCE HOLDING COMPANY (AUMIHC) is a mutual holding company created on December 17, 2000, under the laws of the state of Indiana. The rights of policyowners of American United Life Insurance Company, including the right to elect directors to the Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Board of Directors, reside with this entity, which must hold at least 51% of the voting stock of the stock holding company, OneAmerica Financial Partners, Inc. AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST (File No. 811-8311), is a separate account of AUL, organized for the purpose of the sale of individual variable life insurance products. AUL REINSURANCE MANAGEMENT SERVICES, LLC (RMS) is a limited liability company organized under the laws of Indiana on November 3, 1999. RMS is a reinsurance manager. Since divestiture of AULs reinsurance division, most remaining reinsurance and AUL Long Term Care Solutions, Inc. were transferred to GE Employers Reinsurance Corporation on July 1, 2002. AUL has a 100% equity interest in RMS. MCCREADY AND KEENE, INC., (McCready) is an Indiana corporation operating as an independent actuarial and employee benefits consulting firm specializing in designing, installing and administering customized retirement plans. Effective July 1, 2010, OAFP, described below, purchased 100% of the outstanding stock of McCready at $1,235.48/share pursuant to a June 23, 2010 share purchase agreement. As a result of this transaction, AUL has acquired a 0% equity interest in that company. ONEAMERICA FINANCIAL PARTNERS, INC. (OAFP) is the stock holding company which owns all of the shares of American United Life Insurance Company, formerly an Indiana mutual insurance company, which is now an Indiana stock insurance company. ONEAMERICA FUNDS, INC. (the Fund) (File No. 811-5850) was incorporated under the laws of Maryland on July 26, 1989, and is an open-end management investment company under the Investment Company Act of 1940. It was established for the primary purpose of providing a funding vehicle for group and individual variable annuity contracts known as American Series Contracts. On May 1, 2002, the name of this corporation was changed. The prior name was AUL American Series Funds, Inc. As of December 31, 2011, there are 620 million authorized shares; currently, 612 million shares have been allocated and issued. AUL owns 0.00 percent of the Value portfolio, 0.00 percent of the Investment Grade Bond portfolio, 0.00 percent of the Asset Director portfolio, 68 percent of the Socially Responsive portfolio and 0.00 percent of the Money Market portfolio shares as of December 31, 2011. As a result of the transaction, the separate accounts of AUL have acquired a 99.84% equity interest in the Fund. ONEAMERICA SECURITIES, INC. (broker-dealer No. 801-56819) is a wholly owned subsidiary of AUL and was incorporated on June 4, 1969, and acts as a broker-dealer of securities products. On January 1, 2002, the name of this corporation was changed. The prior name was AUL Equity Sales Corp. As of December 31, 2010, the total number of shares, all without par value, that the corporation is authorized to issue is 1,000 shares. As of December 31, 2011, 400 shares are issued and outstanding, all of which were purchased and are owned by AUL. As a result of the transaction, AUL has acquired a 100% equity interest in that company.
PIONEER MUTUAL LIFE INSURANCE COMPANY A STOCK SUBSIDIARY OF AUMIHC (Pioneer) is a North Dakota domestic insurance company whose principal business is the sale of life insurance policies and annuity contracts. During calendar year 2001, Pioneer, pursuant to the authority of the North Dakota and Indiana Insurance Commissioners, and with the approval of its members, reorganized from a mutual insurance company to become part of AUMIHC. Effective January 1, 2002, Pioneer is wholly owned by OneAmerica, which is wholly owned by AUMIHC, and its former members are now voting members of AUMIHC. As a result of the transaction, AUL has acquired a 0% equity interest in that company. R. E. MOULTON, INC. (RE Moulton) is a Massachusetts corporation which, until January 31, 2012, operated on AULs behalf as a managing general agent for stop-loss insurance policies issued to self-funded benefit plans. Effective October 1, 2003, OneAmerica Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
purchased 100% of the outstanding stock of R.E. Moulton, Inc. for $27,400,000. As a result of this transaction, AUL has acquired a 0% equity interest in that company. REGISTRANT, AUL AMERICAN INDIVIDUAL VARIABLE ANNUITY UNIT TRUST (File No. 811-9193), AUL AMERICAN INDIVIDUAL UNIT TRUST (File No. 811-8536) and AUL AMERICAN UNIT TRUST (File No. 811-5929) are separate accounts of AUL, organized for the purpose of the sale of individual and group variable annuity contracts, respectively. THE STATE LIFE INSURANCE COMPANY (State Life) is an Indiana domestic stock subsidiary of AUMIHC whose principal business is the sale of life insurance and long-term care insurance products. State Life became part of the insurance holding company system on September 23, 1994. During calendar year 2004, State Life, pursuant to the authority of the Indiana Insurance Commissioner and with the approval of its members, reorganized from a mutual insurance company to become a stock insurance subsidiary of AUMIHC. Effective December 30, 2004, State Life is wholly owned by OneAmerica, which is wholly owned by AUMIHC, and its former members are now voting members of AUMIHC. As a result of the transaction, AUL has acquired a 0% equity interest in that company. Item 27. NUMBER OF CONTRACTHOLDERS As of March 31,, 2012 there were 2,509 qualified and non-qualified contracts offered by the Registrant. Item 28. INDEMNIFICATION Article IX, Section 1 of the Second Amended and Restated Articles of Incorporation of American United Life Insurance Company(R) provides as follows: (a) Coverage. The Corporation shall indemnify as a matter of right every person made a party to a proceeding because such person (an Indemnitee) is or was: (i) a member of the Board of Directors of the Corporation,
(ii) an officer of the Corporation, or (iii)while a director or officer of the Corporation, serving at the Corporations request as a director, officer, partner, trustee, member, manager, employee, or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, Notwithstanding the foregoing, it must be determined in the specific case that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the standard of conduct for indemnification specified in Indiana Code 27-1-7.5-8 (or any successor provision). The Corporation shall pay for or reimburse the reasonable expenses incurred by an Indemnitee in connection with any such proceeding in advance of final disposition thereof in accordance with the procedures and subject to the conditions specified in Indiana Code 27-1-7.5-10 (or any successor provision). The Corporation shall indemnify as a matter of right an Indemnitee who is wholly successful, on the merits or otherwise, in the defense of any such proceeding, against reasonable expenses incurred by the Indemnitee in connection with the proceeding without the requirement of a determination as set forth in the first sentence of this paragraph. (b) Determination. Upon demand by a person for indemnification or advancement of expenses, as the case may be, the Corporation shall expeditiously determine whether the person is entitled thereto in accordance with this Article and the procedures specified in Indiana Code 27-1-7.5-12 (or any successor provision). Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(c) Effective Date. The indemnification provided under this Article shall apply to any proceeding arising from acts or omissions occurring before or after the adoption of this Article. Item 29. PRINCIPAL UNDERWRITERS a. Other Activity. In additional to Registrant, OneAmerica Securities, Inc. acts as the principal underwriter for policies offered by AUL through AUL American Individual Unit Trust (File No. 811-08536), AUL American Unit Trust (File No. 811-05929)and AUL American IndividualVariable Life Unit Trust (File No. 811-08311). b. Management. The directors and principal officers of OneAmerica Securities, Inc. are as follows: Name and Address
Positions and Offices Positions and Offices with
Business Address*
OneAmerica Securities, Inc.
James Crampton Richard M. Ellery Nicholas A. Filing Douglas W. Collins Gregory A. Poston Anthony M. Smart Susan Uhl Mark A. Wilkerson Jay B. Williams
Tax Director Secretary & Chief Counsel Director, Chairman of the Board, President & Treasurer, Acting Financial Operations Principal & Director Director Vice President, Operations Anti-Money Laundering Officer Director Chief Compliance Officer
William F. Yoerger John W. Zeigler
Director Vice President, Insurance Agency Registrations
* The Principal business address of all of the persons listed is One American Square, Indianapolis, Indiana 46282 (c) Not applicable Item 30. LOCATION OF ACCOUNTS AND RECORDS The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the investment Company Act of 1940 and the rules under that section will be maintained at One American Square, Indianapolis, IN 46282. Item 31. MANAGEMENT SERVICES There are no management-related service contracts not discussed in Part A or Part B. Item 32. UNDERTAKINGS The registrant hereby undertakes: (a) to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(b) to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information. (c) to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. Additional Representations: (a) The Registrant and its Depositor are relying upon American Council of Life Insurance, SEC No-Action Letter, SEC Ref. No. IP-6-88 (November 28, 1988) with respect to annuity contract offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and the provisions of paragraphs (1) - (4) of this letter have been complied with.
(b) The Registrant represents that the aggregate fees and charges deducted under the variable annuity contracts are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurance Company.
SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this post-effective amendment to the Registration Statement and has caused this post-effective amendment to the Registration Statement to be signed on its behalf, in the City of Indianapolis, and the State of Indiana on this 20th day of April, 2012.
AUL AMERICAN UNIT TRUST (Registrant)
By: American United Life Insurance Company
By: Name: Dayton H. Molendorp* Title: Chairman, President & CEO
AMERICAN UNITED LIFE INSURANCE COMPANY(R) (Depositor)
By: Name: Dayton H. Molendorp* Title: Chairman, President & CEO Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
* By: /s/ Richard M. Ellery Richard M. Ellery as Attorney-in-fact
Date: April 20, 2012
As required by the Securities Act of 1933, this post effective amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature
Title
Date
J. Scott Davison*
Director
April 19, 2012
Jeffrey D. Holley*
Director
April 19, 2012
Dayton H. Molendorp*
Director
April 19, 2012
Mark C. Roller*
Director
April 19, 2012
John C. Mason*
Director
April 19, 2012
Thomas M. Zurek*
Director
April 19, 2012
/s/ Richard M. Ellery *By: Richard M. Ellery Attorney-in-fact April 20, 2012
EXHIBIT LIST Exhibit Number in Form N-4, Item 24(b)
8.53 8.54 8.55 8.56
Name of Exhibit
Form of Participation Agreement between American United Life Insurance Company, Ariel Capital Management, Inc. and Ariel Distributors, Inc. Form of Administrative Services Agreement between Manning & Napier Fund, Inc. and American United Life Insurance Company Form of Servicing Agreement between American United Life Insurance Company and Northern Funds Form of Shareholder Services Agreement between American United Life Insurance Company, OneAmerica Securities, Inc., DFA investment Dimensions Group, Inc. and Dimensional Investment Group, Inc.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
8.57
8.58
8.59 8.60
8.61 8.62 8.63 8.64 10.1 10.3 10.4
Form of Consent to Assignment of Agreement between American United Life Insurance Company and FAF Advisors, Inc. U.S. Bancorp Fund Services, Quasar Distributors LLC and Nuveen Investments, LLC Form of Shareholder Services Agreement between American United Life Insurance Company, OneAmerica Securities, Inc. and Managers Distributors, Inc. Form of Mutual Fund Sales Agreement between Columbia Management Distributors, Inc. and American Untied Life Insurance Company Form of Services Agreement for Insurance Companies between Franklin Templeton Distributors, Inc., American United Life Insurance Company and Franklin Templeton Investor Services, LLC Form of Master Shareholder Services Agreement for the Franklin Templeton Funds Form of Administrative Services Agreement between Pax World Fund series Trust I and American United Life Insurance Company Form of Fund Participation Agreement between Timothy Plan, Timothy Partners, LTD and American United Life Insurance Company Form of Letter Agreement Between American United Life Insurance Company and Goldman Sachs Asset Management, L.P. Consent of Independent Auditors Powers of Attorney Rule 483 Certified Resolution
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.53 FORM N-4, ITEM 24(b)(8.53) Form of Participation Agreement between American United Life Insurance Company, Ariel Capital Management, Inc. and Ariel Distributors, Inc. FUND PARTICIPATION AGREEMENT BETWEEN AMERICAN UNITED LIFE INSURANCE COMPANY, ARIEL CAPITAL MANAGEMENT, INC. AND ARIEL DISTRIBUTORS, INC. This AGREEMENT is made this 23rd day of May, 2002, by and between American United Life Insurance Company® (the Company), a life insurance company domiciled in Indiana, on its behalf and on behalf of the segregated asset accounts of the Company listed on Exhibit A to this Agreement (the Separate Accounts); Ariel Capital Management, Inc. (the Adviser), an Illinois corporation; and Ariel Distributors, Inc. (Distributor), an Illinois corporation. WITNESSETH WHEREAS, the Ariel Investment Trust (the Fund), a Massachusetts business trust, is registered with the Securities and Exchange Commission (SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (1940 Act) and the Fund is authorized to issue separate classes of shares of beneficial interests (shares), each representing an interest in a separate portfolio of assets mown as a series and each series has its own investment objective, policies, and limitations; WHEREAS, the Adviser is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended; WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (1934 Act), and is a member in good standing of the National Association of Securities Dealers, Inc. (NASD); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company wishes to purchase shares of one or more of the Funds series on behalf of its Separate Accounts to serve as an investment medium for variable annuity contracts (Variable Contracts) funded by the Separate Accounts, and the Distributor is authorized to sell shares of the Funds series; NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants hereinafter set forth, the parties hereby agree as follows: ARTICLE 1. Sale of Fund Shares 1.1. The Distributor agrees to sell to the Company those shares of the series offered and made available by the Fund and identified on Exhibit B (Series) that the Company orders on its own behalf and on behalf of its Separate Accounts. The Distributor agrees to make available shares of the Series for purchase at the applicable net asset value per share by the Company on behalf of its Separate Accounts; provided, however, that the Trustees of the Fund may refuse to sell shares of any Series to any person, or suspend or terminate the offering of shares of any Series, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sale discretion of the Trustees, acting in good faith and in light of the Trustees fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Series. 1
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
1.2. The Distributor hereby appoints the Company as an agent of the Fund for the limited purpose of receiving and accepting purchase and redemption requests on behalf of the Separate Accounts (but not with respect to any Fund shares that may be held in the general account of the Company) for shares of those Series made available hereunder, based on allocations of amounts to a Separate Account or subaccounts thereof under the Variable Contracts and other transactions relating to the Variable Contracts or the Separate Accounts. Receipt and acceptance of any such request (or relevant transactional information therefor) on any on which a Series calculates its net asset value (a Business Day) pursuant to the rules of the SEC by the Company as such limited agent of the Fund prior to the time that the Series ordinarily calculates its net asset value as described from time to time in the Funds prospectus shall constitute receipt and acceptance by the Fund on that same Business Day, provided that the Fund or its designee receives notice of such request by 8:30 a.m. Eastern Time on the next following Business Day. 1.3 The Company shall pay for shares of each Series on the same day that it notifies the Fund or its designee of a purchase request for such shares. Payment for Series shares shall be made in federal funds transmitted to the Fund or its designee by wire to be received by 2:00 p.m. Eastern Time on the day the Fund or its designee is notified of the purchase request for Series shares. Upon receipt of federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.4. Payment for Series shares redeemed by a Separate Account or the Company shall be made in federal funds transmitted by wire to the Company or any other designated person on the next Business Day after the Fund is properly notified of the redemption order of such shares, except that the Fund reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with applicable rules of the SEC and procedures and policies of the Fund as described in the current prospectus and statement of additional information (SAI). The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Company, the Company alone shall be responsible for such action. 1.5. Issuance and transfer of shares of the Series will be by book entry only unless otherwise agreed by the Fund. Share certificates will not be issued to the Company or the Separate Accounts unless otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate sub accounts of the Separate Accounts. 1.6. The Distributor or its designee shall promptly furnish notice (by wire or telephone, followed by written confirmation) to the Company of any income dividends or capital gain distributions payable on the shares of the Series. The Company hereby elects to reinvest in the Series all such dividends and distributions as are payable on a Series shares and to receive such dividends and distributions in additional shares of that Series. The Company reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Distributor or its designee shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 2
1.7. The Distributor or its designee shall instruct its recordkeeping agent to advise the Company on each business day of the net asset value per share for each Series as soon as reasonably practical after the net asset value per share is calculated. ARTICLE II. Representations and Warranties 2.1. The Company represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it is taxed as an insurance company under Subchapter L of the Internal Revenue Code of 1986, as amended (the Code).
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2.2. The Company represents and warrants that it has legally and validly established each of the Separate Accounts as a segregated asset account under the Indiana Insurance Code, and that each of the Separate Accounts is a validly existing segregated asset account under applicable federal and state law. 2.3. The Company represents and warrants that the Variable Contracts issued by the Company or interests in the Separate Accounts under such Variable Contracts (1) are or, prior to issuance, will be registered as securities under the Securities Act of 1933 (1933 Act) or, alternatively (2) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act, and (3) will be offered exclusively to deferred compensations plans or other pensions or entities which are exempt from federal income tax (Plans). 2.4. The Company represents and warrants that each of the Separate Accounts (1) has been registered as a unit investment trust in accordance with the provisions of the 1940 Act or, alternatively (2) has not been registered in proper reliance upon an exclusion from registration under the 1940 Act. 2.5. The Distributor represents and warrants that the Fund is duly organized as a business trust under the laws of the Commonwealth of Massachusetts, and is in good standing under applicable law. 2.6. The Distributor represents and warrants that the shares of the Series are duly authorized for issuance in accordance with applicable law and that the Fund is registered as an open-end management investment company under the 1940 Act. 2.7. The Distributor represents and warrants that it believes, in good faith, that the Series currently comply, and at all times since inception have complied, with the qualification requirements of Subchapter M of the Code and the regulations issued thereunder relating to investment companies that elect to be taxed as Regulated Investment Companies. 2.8. The Distributor represents and warrants that it is a member in good standing of the NASD and is registered as a brokerdealer with the SEC. 3
ARTICLE III. General Duties 3.1. The Distributor shall take all such actions as are necessary to permit the sale of the shares of each Series to the Separate Accounts, including maintaining its registration as an investment company under the 1940 Act, and registering the shares of the Series sold to the Separate Accounts under the 1933 Act for so long as required by applicable law. The Distributor shall cause the Fund to amend its Registration Statement filed with the SEC under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of the shares of the Series. The Distributor shall cause the Fund register and qualify the shares for sale in accordance with the laws of the various states to the extent required by applicable laws or regulations. 3.2. The Distributor shall cause the Fund to maintain qualification of each Series as a Regulated Investment Company under Subchapter M of the Code (or any successor or similar provision) and shall notify the Company immediately upon having a reasonable basis for believing that a Series has ceased to so qualify or that it might not so qualify in the future. 3.3. The Company shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Variable Contracts issued by the Company, including registering each Separate Account as an investment company to the extent required under the 1940 Act, and registering the Variable Contracts or interests in the Separate Accounts under the Variable Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Variable Contracts from state insurance commissioners.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
3.4. The Company shall offer and sell the Variable Contracts issued by the Company in accordance with applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Conduct Rules, and state law respecting the offering of the Variable Contracts. 3.5. The Company agrees that it will not knowingly offer shares of the Fund to any plan described in Section 457 of the Code (Government Plan) without the written consent of the Distributor. 3.6. The Distributor shall sell and distribute the shares of the Series of the Fund in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Conduct Rules, and state law. 3.7. Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. ARTICLE N. Prospectuses and Proxy Statements: Voting 4.1. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Company as required to be 4
distributed to such Variable Contract owners under applicable federal or state law. 4.2. The Distributor shall provide the Company initially with 5000 copies and a PDF version of the current prospectus of the Fund. If requested by the Company in lieu thereof, the Distributor shall provide such documentation (including a copy of the Funds prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund or the Distributor shall bear the expense of printing copies of its current prospectus that will be distributed to Variable Contract owners. 4.3. The Distributor shall provide (1) one copy of the Funds current SAI to the Company and to any owner of a Variable Contract issued by the Company who requests such SAI without any expense to the Company, and (2) at the Companys expense, such additional copies of the Funds current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Variable Contracts issued by the Company. 4.4. The Distributor shall provide the Company with copies of the Funds proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by the Company, without expense to the Company. The Distributor shall provide the Company with copies of the Funds periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company, without expense to the Company. If requested by the Company in lieu thereof, the Distributor shall provide such documentation (including a final copy of the Funds proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by the Company, such printing and distribution to be at the expense of the Distributor. 4.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof at regular and special meetings of the Fund in accordance with instructions timely received by the Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
subaccount thereof having a voting interest in the Series, to the extent required by applicable law. In that event, the Company shall vote shares of a Series of the Fund held in a Separate Account or a Subaccounts thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or sub accounts thereof that are not attributable to the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. The Company shall vote 5
shares of each Series of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Series held in all Separate Accounts of the Company or sub accounts thereof, in the aggregate, to the extent required by applicable law. ARTICLE V. Sales Material and Information 5.1. The Company shall furnish, or shall cause to be furnished, to the Distributor, each piece of sales literature or other promotional material in which the Fund (or any Series thereof), the Adviser, or the Distributor is named, and no such sales literature or other promotional material shall be used without the approval in writing (which may be electronic) of the Distributor or its designee. 5.2. The Company agrees that neither it nor any of its affiliates or agents shall give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material issued by the Distributor, except with the written (which may be electronic) permission of the Distributor. 5.3. The Distributor or its designee shall furnish to the Company or its designee each piece of sales literature or other promotional material in which the Company or its Separate Accounts are named, and no such material shall be used without the written (which may be electronic) approval of the Company or its designee. 5.4. The Distributor agrees that it and its affiliates and agents shall not give any information or make any representations on behalf of the Company or concerning the Company, the Separate Accounts, or the Variable Contracts issued by the Company, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material issued by the Company, except with the written (which may be electronic) permission of the Company. 5.5. The Distributor will provide to the Company at least one complete copy of all prospectuses, SAIs, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. 5.6. The Company will provide to the Distributor at least one complete copy of all prospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Company or interests therein are not registered under the 1933 Act), statements of additional information, reports, solicitations for voting instructions, and all amendments or supplements to any of the above, that relate to the Variable Contracts issued by the Company or the Separate Accounts promptly after the filing of such document with the SEC or other regulatory authority. 6
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
5.7. For purposes of this Article V, the phrase sales literature or other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, or other public media), sales literature i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees. ARTICLE VI. Fees 6.1. The Distributor shall pay the Company a fee with respect to each Series, calculated by the Distributor and paid quarterly, equal to twenty-five basis points (0.25%) per annum of the average daily net asset value of shares of such Series that are held on behalf of the Plans in a Separate Account for which the Company is providing services under this Agreement. As soon as practicable, the Company shall provide an invoice showing the aggregate value of the investment of the Plans in the Series for the preceding quarter and its compensation therefor, and as soon as practicable thereafter the Distributor shall cause payment to the Company of the compensation due the Company in accordance with this paragraph. Quarterly invoices should be sent to: Attn: Jason Hadler Sunstone Financial Group, Inc. 803 West Michigan Street Suite A Milwaukee, Wisconsin 53233 6.2. As soon as practicable after each September 30, the Company will inform the Distributor of the number of participant accounts invested in each of the Series. ARTICLE VII. Indemnification 7.1. Indemnification By The Company 7.1(a). The Company agrees to indemnify and hold harmless the Distributor, its directors and officers, and any affiliated person of the Distributor within the meaning of Section 2(a)(3) of the 1940 Act (collectively, the Indemnified Parties for purposes of this Section 7.1.) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Funds shares or the Variable Contracts issued by the 7
Company and: (i)
arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus (which shall include an offering memorandum) for the Variable Contracts issued by the Company or sales literature for such Variable Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund or the Distributor for use in the registration statement or prospectus for the Variable Contracts issued by the Company or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of such Variable Contracts or Fund shares; or (ii)
arise out of or as a result of any statement or representation (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or any of its affiliates, employees or agents with respect to the sale or distribution of the Variable Contracts issued by the Company or the Fund shares; or
(iii)
arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of the Company; or
(iv)
arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company;
except to the extent provided in Sections 7.l(b). and 7.l(c). hereof. 7.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations or duties under this Agreement or to the Fund. 7.1(c). The Company shall not be liable under this indemnification provision with 8
respect to any claim made against an Indemnified Party unless such Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.1(d). The Indemnified Parties shall promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Variable Contracts issued by the Company or the operation of the Fund. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
7.2. Indemnification By the Distributor and the Adviser 7.2(a). The Distributor and the Adviser agree to indemnify and hold harmless the Company, each of its directors and officers, and each person, if any, who is an affiliated person of the Company within the meaning of Section 2(a)(3) the 1940 Act (collectively, the Indemnified Parties for purposes of this Section 7.2.) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Funds shares or the Variable Contracts issued by the Company and: (i)
arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Distributor or the Fund or the designee of either by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the 9
Variable Contracts issued by the Company or Fund shares; or (ii)
arise out of or as a result of any statement or representation (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Fund or Distributor, or the affiliates, employees, or agents of the Fund or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Company or Fund shares; or
(iii)
arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Variable Contracts issued by the Company, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the Distributor or the Fund; or
(iv)
arise out of or result from any material breach of any representation and/or warranty made by the Fund or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Distributor;
except to the extent provided in Sections 7.2(b). and 7.2(c). hereof. 7.2(b). The Distributor and the Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
7.2(c). The Distributor and the Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and 10
the Distributor and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.2(d). The Company shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Company or the operation of the Separate Accounts. ARTICLE VIII. Applicable Law 8.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Indiana. 8.2. This Agreement shall be subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant, and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE IX. Termination 9.1. This Agreement shall terminate: (a).
at the option of the Distributor upon 180 days advance written notice to the other parties; or
(b).
at the option of the Company, at its discretion, upon prompt notice by the Company to the other parties; or
(c).
at the option of the Distributor upon institution of formal proceedings against the Company by the NASD, the SEC, or any state securities or insurance department or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Variable Contracts issued by the Company, the operation of the Separate Accounts, or the purchase of the Fund shares; or
(d).
at the option of the Company upon institution of formal proceedings against the Fund, the Adviser, or the Distributor by the NASD, the SEC, or any state securities or insurance department or any other regulatory body; or
(e).
upon requisite vote of the Variable Contract owners having an interest in the Separate Accounts (or any sub accounts thereof) to substitute the shares of another investment company for the corresponding shares of the Fund or a Series in Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
accordance with the terms of the Variable Contracts for which those shares had been selected to serve as the underlying investment media; or (f).
in the event any of the shares of a Series are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Variable Contracts issued or to be issued by the Company; or 11
(g).
at the option of the Company if the Fund or a Series fails to maintain the qualification specified in Section 3.2. hereof.
9.2. Each party to this Agreement shall promptly notify the other parties to the Agreement of the institution against such party of any such formal proceedings as described in Sections 9.1(c). and (d). hereof. The Company shall give 60 days prior written notice to the Distributor of the date of any proposed vote of Variable Contract owners to replace the Funds shares as described in Section 9.1(e). hereof. 9.3 Notwithstanding any termination of this Agreement, the Distributor shall, at the option of the Company, continue to make available additional shares of the Series pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, the owners of the Existing Contracts may be permitted to reallocate investments in the Series, redeem investments in the Series and/or invest in the Series upon the making of additional purchase payments under the Existing Contracts. 9.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem Fund shares attributable to the Variable Contracts issued by the Company (as opposed to Fund shares attributable to the Companys assets held in the Separate Accounts), and the Company shall not prevent Variable Contract owners from allocating payments to a Series, until 60 days after the Company shall have notified the Fund or Distributor of its intention to do so. 9.5. If this Agreement terminates, any provision of this Agreement necessary to the orderly windup of business under it will remain in effect as to that business, after termination. ARTICLE X. Notices Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Adviser:
James J. Smith Vice President Ariel Capital Management, Inc. 200 East Randolph Drive Suite 2900 Chicago, lllinois 60601
If to the Distributor:
James J. Smith Vice President Ariel Capital Management, Inc. 200 East Randolph Drive Suite 2900 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Chicago, lllinois 60601 12
If to the Company:
Richard A. Wacker American United Life Insurance Company One American Square Indianapolis, Indiana 46282
ARTICLE XI. Miscellaneous 11.1. A copy of the Funds Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that the Agreement has been executed on behalf of the Fund by a Trustee or officer of the Fund in his or her capacity as Trustee or officer, and not individually. The obligations of this Agreement shall only be binding upon the assets and property of the Fund and shall not be binding upon any Trustee, officer or shareholder of the Fund individually. 11.2. Nothing in this Agreement shall impede the Funds Trustees or shareholders of the shares of the Series from exercising any of the rights provided to such Trustees or shareholders in the Funds Declaration of Trust, as amended, a copy of which will be provided to the Company upon request. 11.3. It is understood that the name Ariel or any derivative thereof or logo associated with that name is the valuable property of the Distributor and its affiliates, and that the Company has the right to use such name (or derivative or logo) only so long as this Agreement is in effect. Upon termination of this Agreement the Company shall forthwith cease to use such name (or derivative or logo). 11.4. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 11.5. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 11.6. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 11.7. This Agreement may not be assigned by any party to the Agreement except with the written consent of the other parties to the Agreement. 13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
Ariel Capital Management, Inc. By: Name: Title:
/s/ Sheldon Stein Sheldon Stein Vice President
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Ariel Distributors, Inc. By: Name: Title:
/s/ Mellody Hobson Mellody Hobson President
American United Life Insurance Company® By: Name: Title:
/s/ Richard A. Wacker Richard A. Wacker Associate General Counsel
14
EXHIBIT A Separate Accounts and Associated Contracts Using these Funds: Name of Separate Account and Date
Contracts Funded By
Established by the AUL Exec. Comm.
Separate Account
AUL American Unit Trust (established 8/17/89)
Registered 401, 403(b), 457, 408 contracts, non-qualified contracts
Group Retirement Annuity Separate Account I (established 8/17/89)
Qualified 401 contracts
Group Retirement Annuity Separate Account II (established 8/17/89)
Qualified 401 contracts
Group Retirement Annuity Separate Account III (established 3/31/00)
Qualified 401 contracts
Exhibit B Name of Fund
Ticket Symbol
CUSIP
Ariel Fund
ARGFX
040337107
Ariel Appreciation Fund
CAAPX
040337206
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.54 FORM N-4, ITEM 24(b)(8.54) Form of Administrative Services Agreement between Manning & Napier Fund, Inc. and American United Life Insurance Company MANNING & NAPIER FUND, INC. ADMINISTRATIVE SERVICE AGREEMENT This Agreement (the Agreement) dated as of Oct 16th, 2006 between American United Life Insurance Company (SubAdministrator or Servicing Agent) and Manning & Napier Advisors, Inc., a registered investment adviser (the Company), as amended from time to time. WHEREAS, the Sub-Administrator provides administrative services comprised of record keeping and reporting and processing services to qualified retirement plans (Plan or Plans); and WHEREAS, it is contemplated that an investment adviser, trustee, sponsor or administrative committee of a Plan (Plan Representative) will invest on behalf of Plan participants, or offer to Plan participants (Participants) the opportunity to invest their assets, in the Manning & Napier Fund, Inc., or a series thereof, (the Fund); and WHEREAS, the Sub-Administrator and the Company desire that the purchase and redemption of each Funds shares (Shares) be facilitated through one or more master accounts (Accounts) with each Fund or its designated transfer agent established by the Sub-Administrator or the Plan Trustee (Plan Trustee) in the name of the Plan, in the Sub-Administrators or Plan Trustees own name, or as nominee; and WHEREAS, the Company has the power and authority to appoint qualified entities to provide administrative services to it as transfer agent to the Funds; and WHEREAS, it is the intention of the parties to establish an account using the National Securities Clearing Corporation Fund/ SERV System (Fund/SERV) that will reflect corresponding transactions and share balances in such account; and WHEREAS, the Company desires the Sub-Administrator to provide to the Accounts certain administrative services listed on Schedule A hereto (Administrative Services) and the Sub-Administrator is willing and able to furnish such Administrative Services on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows: Article 1.
Terms of Appointment
Section 1.1 Subject to the terms and conditions set forth in this Agreement, the Appendix, and the Schedules attached hereto and-made a part hereof, the Company, hereby employs and appoints the Sub-Administrator to act as, and the Sub-Administrator agrees to act as, its Servicing Agent with respect to Shares purchased and held by the Plans.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Section 1.2 The Sub-Administrator shall maintain on behalf of the Plans, one Account with each Fund or its designated transfer agent (if other than the Company) if held in an omnibus manner or multiple Accounts if held in an F/B/O manner for each Plan. The Accounts shall be held in the name of the Sub-Administrator, in its capacity as nominee on behalf of the Plans. The Administrative Services provided by the Sub-Administrator on behalf of the Plans shall not be the responsibility of the Fund or its designated transfer agent. Section 1.3 The Sub-Administrator agrees to perform the Administrative Services with respect to the Plans and their Participants which make up the Accounts. Section 1.4 The Sub-Administrator agrees that the Administrative Services are shareholder administrative services and are not investment advisory or distribution related services and that it is not authorized to act as an agent of the Company or the Fund for the purpose of distribution of shares of the Fund. Section 1.5 The Sub-Administrator shall maintain and preserve all records as required by law to be maintained and preserved in connection with the provision of the services contemplated hereunder. Upon the request of the Company or the Fund, the SubAdministrator shall provide copies of all records as may be necessary to (a) monitor and review the performance of its activities; (b) assist the Company or the Fund in resolving disputes, reconciling records or responding to an auditors inquires; ( c) comply with any request of a governmental body or self-regulatory organization; (d) verify compliance by the Sub-Administrator with the terms of this Agreement; (e) make required regulatory reports; and (f) perform general customer service. Section 1.6 In addition to the Administrative Services, the Sub-Administrator shall perform such other duties and functions as are reflected in Schedule A, as amended from time to time, signed and dated by both parties hereto. The fees payable to the SubAdministrator as compensation for the Administrative Services, as amended from time to time, signed and dated by each party hereto. Section 1.7 The Sub-Administrators performance of the Administrative Services, including without limitation the purchase and redemption of Shares in the Funds, will be subject to the terms and conditions set forth in each Funds prospectus and statement of additional information. Section 1.8 The Sub-Administrator represents and warrants to the Company, that it has adequate policies and procedures in place to detect and deter market timing trades (or similar improper trading strategies) by its customers in Shares of the Fund. SubAdministrator will provide any information reasonably requested by the Company or Distributor in furtherance of the their efforts to prevent improper trading in shares of the Fund. Article 2.
Fees
Section 2.1 For acting as the Servicing agent to the Funds on behalf of the Company and for the performance of Administrative Services to the Funds by the Sub-Administrator pursuant to this Agreement, the Company agrees to pay the Sub-Administrator a fee based upon the net 2
asset value of Shares held by Accounts, as set out in the initial fee schedule attached hereto as Schedule B. The parties agree that all payments for services made by the Company under the Agreement shall be in accordance with an invoice provided to the Company by the Sub-Administrator. The Sub-Administrator shall be solely responsible for performing all work (including the calculation of any fees) necessary to prepare the invoice delivered to the Company hereunder. Section 2.2 The Company agrees to pay all fees after the receipt and approval of the invoice prepared by the Sub-Administrator with respect to each quarter. The Company shall advise the Sub-Administrator in writing if it disagrees with any information set forth on Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
the invoice; provided that the failure to provide any such writing shall not result in the waiving of any rights of the Sub-Administrator under this Agreement. All payments and invoices to Sub-Administrator shall be sent to: Linda Kientz, American United Life Insurance Co. One American Square, P.O. Box 368 1002C Indianapolis, IN 46206 Or e-mail to
[email protected] Article 3.
Representations and Warranties of the Company
The Company represents and warrants to the Sub-Administrator that the following are true and will remain true throughout the term of this Agreement. (a) The Company is a corporation duly organized and existing and in good standing under the laws of the State of New York. (b) The Company is authorized to enter into and perform this Agreement on behalf of the Funds. Article 4.
Representations, Warranties and Covenants of the Sub-Administrator
The Sub-Administrator represents, warrants and covenants to the Company that the following are true and will remain true throughout the term of this Agreement: (a)
The Sub-Administrator is a corporation duly organized and existing in good standing under the laws of Indiana. To the extent the Sub-Administrator is a fiduciary to any Plan as defined under ERISA, as may be amended from time to time, it shall comply with the requirements of ERISA, including without limitation, those that relate to the receipt of fees.
(b)
The Sub-Administrator represents that OneAmerica Securities, Inc., its clearing 3
agent is a broker dealer in good standing as defined in the Securities Exchange Act of 1934. (c) (i) The Sub-Administrator has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement, (ii) the performance of its obligations hereunder does not and will not violate or conflict with any governing document or agreements of the Sub-Administrator or any applicable law, (iii) The Sub-Administrator or its clearing agent is a member in good standing of the NSCC and will abide by the rules and regulations of the NSCC and (iv) maintains sufficient levels of insurance and fidelity bonding consistent with the standards of a prudent sub-administrator and as may be reasonably necessary given its responsibilities under this Agreement. Sub-Administrator represents and warrants to the Fund and the Company that it has adequate policies and procedures in place to detect and deter market timing trades (or similar improper trading strategies) by its customers in shares of the Fund. Sub-Administrator will provide any information reasonably requested by the Company in furtherance of the Companys efforts to prevent improper trading in shares of the Fund. (d) The Sub-Administrator will deliver to the Company evidence of such authorization as the Company may reasonably require, whether by way of certified resolution or otherwise.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(e) The Sub-Administrator shall not, without the written consent of the Company, make representations concerning the Company, its affiliates, the Funds or their Shares except those contained in the then current prospectuses, statements of additional information, and current sales literature approved by the Funds. (f) hereunder.
The Sub-Administrator shall promptly notify the Company in the event it is unable to perform any of its duties
(g) At the request of the Company, the Sub-Administrator shall make available copies of all records of Participant-level transactions maintained by the Sub-Administrator as may be reasonably requested by the Company or its transfer agent to ensure compliance with applicable law. Article 5.
Agency
The Company appoints the Sub-Administrator as its agent for the limited purpose of accepting orders for the purchase and redemption of shares of the Funds by the Sub-Administrator on behalf of each Account and providing the Administrative Services described in Schedule A, as amended from time to time. The Sub-Administrator will not hold itself out to the public or engage in any other activity as a distributor for the Funds. Article 6.
Expenses
Subject to the terms contained in Schedule B, the Company shall provide the Sub-Administrator with a sufficient quantity of the Funds prospectuses and statements of additional information to be used in connection with the Agreement. The Sub-Administrator shall bear none 4
of the expenses for the costs of registration of the Funds Shares, filing of prospectuses or the preparation of any other related statements and notices. The Sub-Administrator shall pay the cost of distributing such materials to the Plans or Participants as set forth in Schedule A of the Agreement. Article 7.
Standard of Care
The Sub-Administrator shall be responsible for the performance of only such duties as are set forth herein. The SubAdministrator will use reasonable care in providing all services under this Agreement. Article 8.
Indemnification
Section 8.1 The Sub-Administrator agrees to indemnify and hold harmless the Fund, the Company, and its respective trustees, officers, employees, representatives, designees, agents and each person, if any, who controls the Company within the meaning of the Securities Act of 1933, as amended (the Securities Act) (collectively, Indemnitees) against any actual losses (excluding consequential or special damages), lawsuits, claims, damages or liabilities, including legal fees (collectively, Loss) to which an Indemnitee may become subject insofar as such Loss arises out of: (i) the Sub-Administrators failure to comply with the terms of this Agreement or the falsity of or breach of any representation, warranty or covenant made by the Sub-Administrators failure to comply with the terms of this Agreement; (ii) the Sub-Administrators negligence or willful misconduct or that of its employees, agents or contractors in connection herewith, or (iii) any action of the Company or Funds upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Sub-Administrator.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Section 8.2 Promptly after receipt by any Indemnitee under this Article 8 of notice of the commencement of a claim or action that may be covered hereunder (Claim), the Indemnitee shall notify the Sub-Administrator of the commencement thereof. As a condition to indemnification hereunder, the Indemnitee shall provide the indemnitor with complete details, documents and pleadings concerning any Claim. The indemnitor will be entitled to participate with the Indemnitee in the defense or settlement of any Claim at the indemnitors expense. The Indemnitee may defend any Claim with counsel of its choice, if the Indemnitee shall consent to such counsel. After notice from the indemnitor to the Indemnitee of the indemnitors recommendation to settle the Claim, if the claimant agrees to such settlement, then the Indemnitee shall be responsible for all Loss thereafter in excess of the amount of such settlement, plus any expenses incurred after the time of such refusal. Article 9.
Confidentiality
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including disclosing information hereunder to 5
third parties who contractually provide certain delegated administrative services), shall not be disclosed to any third party without consent. The foregoing restrictions shall not apply to information that is publicly available other than through a breach of this agreement, or that is required or requested to be disclosed by any bank or other regulatory .examiner, or auditor of otherwise by applicable law or regulation. Articles 10.
Assignment
Neither this Agreement nor any rights or obligations hereunder may be assigned by any party without the prior written consent of the other party, but that this Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successor and permitted assigns except that the (a) Sub-Administrator may delegate any of its administrative responsibilities to one or more of its affiliates and (b) the Company may delegate any of its administrative responsibilities to third party service providers. Articles 11.
Term and Termination of Agreement
Section 11.1 This Agreement shall become effective upon the valid execution and delivery by the parties hereto and shall continue in effect until terminated as set forth below. Section 11.2 This Agreement may be terminated (in its entirety or with respect to one or more Funds) by either party hereto at any time upon at least one hundred twenty (120) days written notice. The termination of this Agreement by the Company with respect to one or more Funds shall not operate to terminate this Agreement with respect to the remaining Funds. The Company reserves the right in its sole discretion and without prior notice to suspend the sales of Shares of the Funds in any state or jurisdiction, to withdraw entirely, or modify the terms of offering of the Funds Shares. Section 1.5 and Articles 2, 8, and 9 shall continue in full force and effect after termination of this Agreement. In addition, this Agreement shall be automatically terminated if: (a) OneAmerica Securities, Inc. ceases to be a member of the NASD or violates any provision of Section 2830 of the NASD Rules of Fair Practice; (b) SubAdministrator or its clearing agent ceases to be a bank as defined in Article 4 above; (c) Sub-Administrator ceases to be a member of NSCC/Fundserv; or (d) the Sub-Administrator materially breaches an obligation it has pursuant to this Agreement. Section 11.3 After termination of this Agreement by the Company, no fee shall be due with respect to any Shares that are purchased and held by the Accounts after the date of termination. However, notwithstanding any such termination, the Company will remain obligated to pay the Sub-Administrator the fee as to each Share that was considered in the calculation of the fees as of the date of Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
termination for so long as such Shares are held by the Accounts and the Sub-Administrator continues to provide services to the Accounts by reason of a contractual relationship with the Plan Representative. This Agreement, or any provision thereof, shall survive the termination to the extent necessary for each party to perform its obligations with respect to Shares for which a fee continues to be due subsequent to such termination. The parties hereto acknowledge that the Fund may refuse to sell Shares to any person, or suspend or terminate the offering of the Shares if such action is required by law or by regulatory authorities having jurisdiction or in the sole discretion of the management of the Fund. 6
Article 12.
Entire Agreement
This Agreement and the Schedules and Appendix attached hereto set forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersede all prior agreements, arrangements and understandings, written or oral, among the parties. Article 13.
Amendment, Modifications. etc.
No provision of this Agreement may be amended, modified or waived except in a writing signed by the parties hereto. No waiver of any provision hereto shall be deemed a continuing waiver unless it is so designated. No failure or delay on the part of either party in exercising any power or right precludes any other or further exercise thereof or the exercise of any other power or right. Article 14.
Notices
Except as otherwise provided in this Agreement, all requests, demands or other communications between the parties or notices in connection herewith shall be in writing, hand delivered or sent by telex, telegram, cable, facsimile or other means of electronic communication agreed upon by the parties hereto addressed. (a)
If to the Sub-Administrator: American United Life Insurance Company Attn: John Swhear One American Square, P.O. Box 368 Indianapolis, IN 46206 Telephone: 317-285-1869 Fax: 317-285-1470
(b)
If to the Company: Manning & Napier Advisors, Inc. Attn: Corp. Secretary 290 Woodcliff Drive Fairport, NY 14450 Telephone: 585-325-6880 Fax: 585-232-9079
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Such addresses may be changed from time to time by any party by providing written notice in the manner set forth above. All notices shall be effective upon delivery. 7
Article 15.
Governing Law; Consent to Jurisdiction
Section 15.1 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Indiana, without giving effect to conflicts of law principles thereof which might refer such interpretations to the laws of a different state or jurisdiction. Section 15.2 [deleted] Article 16.
Legal Relationship of Parties
The parties hereto agree that they are independent contractors and not partners or co-venturers or employees of each other, except that the Sub-Administrator shall be the agent of the Company to the extent described herein. The Sub-Administrator agrees that no shareholder, director, officer or employee of the Company or the Fund may be held personally liable for any obligation arising out of this Agreement. Article 17.
Captions
The paragraph headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Article 18.
Severability; Conflicts
If any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. If there is any conflict between the provision in this Agreement and those of the prospectus and statement of additional information of any Fund, the prospectus and statement of additional information shall govern. Article 19.
Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement. Article 20.
Non-Exclusivity
Both parties acknowledge that either party may enter into similar agreements with other parties relating to providing similar services to the Company, the Funds or other open-ended investment companies. 8
IN WITNESS WHEREOF the parties have hereto affixed their hands and seals on the day and year first above written. (Sub-Administrator) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
AMERICAN UNITED LIFE INSURANCE COMPANY By: Name: Title:
/s/ Terry W. Burns Terry W. Burns AUL Marketing
MANNING & NAPIER ADVISORS, INC. By: Name: Title:
/s/ Michelle Thomas Michelle Thomas Corporate Secretary
9
APPENDIX A Manning & Napier Fund, Inc. Pro-Blend Maximum Term Series Pro-Blend Extended Term Series Pro-Blend Moderate Term Series Pro-Blend Conservative Term Series 10
SCHEDULE A DUTIES OF THE SUB-ADMINISTRATOR The Sub-Administrator shall provide the following services: 1. Account Information The Sub-Administrator shall maintain a record of the number of Shares held by the Accounts on behalf of each Plan and each of its Participants. The Sub-Administrator shall also maintain records of residence or company address and taxpayer identification number of each Participant. The Sub-Administrator shall immediately notify the Company in writing of any discrepancies between its records and the balances in the Fund/SERV account. In addition on each Business Day, the records of the Sub-Administrator shall reflect (a) all participant level transaction activity and (b) all Account level activity by the Plans, and all such information in (a) and (b) shall be reconciled and compared with the aggregate position in the Fund shares as reflected on Fund/SERV or manually on the transfer agents books if Fund/SERV is unavailable. 2. Participant Services The Sub-Administrator shall investigate all inquiries from Participants and Plan Representatives relating to the Participants interests in the Accounts and shall respond to all communications from Participants and Plan Representatives and other persons having an interest in the Plan relating to the Sub-Administrators duties hereunder and such other correspondence as may from time to time be mutually agreed upon between the Sub-Administrator and the Fund.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
3. Mailing Communications, Proxy Materials The Sub-Administrator or Plan Trustee, at the request of the Sub-Administrator, shall forward to the appropriate Plan or its designee all reports to shareholders, dividend and distribution notices, and proxy materials for each of the Funds meetings of shareholders. In connection with meetings of shareholders, the Sub-Administrator or Plan Trustee, at the request of the SubAdministrator, shall prepare with respect to Plans and/or Participants, as appropriate, shareholder lists, mail, and certify as to the mailing of proxy materials, process, and tabulate returned proxy cards, report or proxies voted prior to meetings, and certify Shares voted at meetings. 4. Sales of Shares (a) Acceptance of Orders The Sub-Administrator shall, as agent for the Company on behalf of each Fund, receive for acceptance orders from Plans and/or Participant for the purchase of Shares each business day the New York Stock Exchange is open for regular business (Business Day) and stamp each order with the date and time received. The Sub-Administrator, or the Trustee at the direction of the Sub-Administrator, shall forward payment for the purchase of Shares by wire on the next Business Day following Trade Date (defined 11
hereafter) to the Custodian of the Fund (Custodian). In addition, the Sub-Administrator shall, pursuant to such purchase instructions, coordinate with each Fund or its designees to issue the appropriate number of Shares and record such Shares in the appropriate account. Sub-Administrator shall only accept orders with respect to each Fund from those states approved by the Company. (b) Recordation of the Issuance of Shares The Sub-Administrator shall record the issuance of Shares held in separate accounts on behalf of each Plan, and within each separate account the Sub-Administrator shall maintain a record of the total number of Shares which are so issued, based upon data provided to the Sub-Administrator by the Funds transfer agent. The SubAdministrator shall also provide each Fund or its designee with the total number of Shares which are held within such separate accounts issued and outstanding on behalf of each Plan or Account on a daily basis. Such Shares shall be reflected on appropriate accounts maintained by the Sub-Administrator reflecting outstanding Shares beneficially attributed to the individual accounts of a Plan or Participants. 5. Transfer and Redemption (a) Requirements for Transfer or Redemption of Shares The Sub-Administrator shall, as agent for the Company on behalf of each Fund, process all instructions from Participants or Plans relating to each separate account holding Shares in the Fund resulting in a transfer or redemption of Shares in accordance with the transfer or repurchase procedures set forth in each Funds then current prospectus and statement of additional information. The Sub-Administrator shall transfer or redeem Shares upon receipt of oral or written instructions or otherwise pursuant to the Funds then current prospectus and statement of additional information. Any cash redemption limitations applicable to the Fund shall apply at the Account level and not at the Plan or Participant level. (b) Notice to Custodian and the Fund When Shares are redeemed, the Sub-Administrator shall, upon receipt of the instructions and documents in proper form, deliver to the Company and the Fund in such format as the Company and the Fund shall reasonably require, a notification setting forth the number of Shares to be redeemed. Such Shares shall be reflected on appropriate accounts maintained by the Sub-Administrator reflecting interests in outstanding Shares attributed to the individual accounts of a Plan or Participant. (c) Payment of Redemption Proceeds The Sub-Administrator, or the Trustee at the direction of the Sub-Administrator, shall, upon receipt of the monies paid to it by the Fund for the redemption of Shares, pay such monies. The Sub-Administrator shall not Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
process or effect any redemption with respect to Shares of a certain Fund after receipt by the Sub-Administrator of notification of the suspension of the determination of the net asset value of such Fund. 6. Procedures The procedures to be followed by the Sub-Administrator for purchases, redemptions, and exchanges pursuant to Section 4 and 5 of this Schedule A shall be consistent with rule 22c-1 of the Investment Company Act of 1940 and as follows: For each Fund and for each Account 12
maintained by the Sub-Administrator with such Fund, prior to 8:30 a.m. Eastern Time each Business Day, the Sub-Administrator shall transmit to each Fund an aggregate purchase or redemption order that reflects the net effect of all purchases or redemptions of Shares based upon instructions from the Plans (collectively, Instructions) received prior to 4:00 p.m. Eastern Time (or such earlier time to the extent the New York Stock Exchange closed prior to 4:00 p.m. on such day) on the preceding Business Day (that Business Day) (a Trade Date). Purchases or redemptions of Fund shares shall be deemed to have occurred as of the Trade Date to which the , order applies, if such Instructions were received prior to 4:00 p.m. Eastern Time (or such earlier time to the extent the New York Stock Exchange closed prior to 4:00 p.m. on such day) on a Trade Date (Close of Trading). In no event shall the Sub-Administrator accept Instructions on any Business Day with respect to requests by Participants that are communicated after the Close of Trading on the Business Day on which such Instructions are to be prepared. Instructions received in proper form by the Sub-Administrator after the Close of Trading on any Business Day shall be treated as if received on the next following Business Day. The Sub-Administrator will maintain, and have audited by an independent third party at least annually, controls and procedures relating to the processing of participant level transactions. Such audit will be made available upon request. The Sub-Administrator is, and will be responsible for reporting, whether daily, periodic, year-end, annual or special, to each Plan, and will assist each Plan in reporting to Participants and to applicable federal and state regulatory authorities. The Sub-Administrator is and will be responsible for the actual delivery to Plans of the proceeds of, and the collection of: all required withholding taxes from, all redemptions and the payment of all periodic sums withheld from such redemptions to the applicable federal and state taxation authorities. The Sub-Administrator shall participate in and utilize Fund/SERVs networking application when trading with the Fund in accordance with the procedures set forth herein. The Company shall transmit or make available via Fund/SERV, as applicable, to the SubAdministrator: (i)·confirmations of instructions received from the Sub-Administrator, and (ii) share balances for each account in accordance with Fund/SERVs networking guidelines. The Sub-Administrator will promptly review and verify this information on Fund/SERV and immediately advise the transfer agent in writing of any discrepancies between the Sub-Administrators records and the balance in the Fund/SERV account. The Company and the Sub-Administrator will each promptly provide the other notice of any processing errors as well as any necessary corrections. The Sub-Administrator will cooperate with the Company to resolve any discrepancies as soon as reasonably practicable. 7. Pricing Information The Company shall use its best efforts to provide to the Sub-Administrator by 6:00 p.m. eastern closing net asset value and, in the case of income funds, the daily accrual for interest rate factor (mil rate), determined at the close of regular trading each day that the New York Stock Exchange is open. 8. Dividends Upon the declaration of each dividend and each capital gain distribution by the
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
13
Trustees with respect to Shares, the Company through Fund/SERV shall furnish to the Sub-Administrator information setting forth the date of the declaration of such dividend or distribution, the ex-dividend date, the date of payment thereof, the record date as of which shareholders entitled to payment shall be determined, the total amount payable per share to the shareholders of record as of that date, the total amount payable to the Sub-Administrator as nominee on the payment date and whether such dividend or distribution is to be paid in Shares at net asset value or in cash. On the payment date specified in such resolution of the Trustees, the Fund, or its transfer agent, will pay to the Sub-Administrator an amount of cash equal to the dividends owed to the Participants or, if applicable, other distributions payable in cash; unless any such dividends shall be automatically reinvested. 9. Blue Sky Reports If in the reasonable judgment of any Fund and as notified by the Company blue sky information is required by applicable state securities laws or the interpretation thereof by applicable regulatory authorities, the Sub-Administrator shall periodically prepare a report to each Fund in accordance with a system approved by the Fund, showing by state of residence all sales and redemptions of Shares by Participants. 14
SCHEDULE B FEE SCHEDULE The Company shall pay a fee with respect to each Fund, calculated daily and paid quarterly in arrears (upon the receipt and approval by the Company of an invoice generated by the Sub-Administrator pursuant to Section 2.1 of the Agreement) equal to 0.35% per annum of the daily net asset value of the total number of Shares of such Fund held in the Accounts. After the Companys review of the Sub-Administrators invoice, to the extent of any discrepancies between the records of the Sub-Administrator and the Funds records, the fee shall be based upon the Funds records held by the Funds transfer agent. The Sub-Administrator shall be solely responsible for performing all work (including the calculation of any fees) necessary to prepare the invoice delivered to the Company hereunder. The fee shall be paid quarterly. The Company shall not pay more than the above stated fees for each Plan for which sub-administrator services are provided hereunder, irrespective of whether the Servicing Agent contracts with third parties with respect to the services provided hereunder. In addition, the Sub-Administrator acknowledges and agrees that to the extent the Company has paid or has been invoiced to pay any fees to a collecting entity (such as a recordkeeper) with respect to a particular Plan, the Company shall not be required to pay any amounts to the Sub-Administrator hereunder with respect thereto. Sub-Administrator and the Company agree that the above percentages shall be lowered in an amount equal to one half of any reduction from the present levels of the Companys Management fee (as disclosed in the Funds prospectus) received with respect to the Funds.* The Company shall provide reasonable notice to Sub-Administrator of any such reduction. To the extent the fees are reduced pursuant to the preceding, the revised fee rate contained in the notice shall apply to all assets serviced by Sub-Administrator pursuant to this Agreement upon the receipt by Sub-Administrator of notice of such a change. With respect to all fulfillment materials (other than the Funds prospectus) disseminated by SubAdministrator to the Plans and Participants for which Sub-Administrator is providing services hereunder, (the Fulfillment Materials), the Company will timely send the quantity of such Fulfillment Materials requested to Sub-Administrator upon Sub-Administrators request. The Company shall deduct from any amounts owed to Sub-Administrator (or shall be reimbursed by Sub-Administrator to the extent such costs related to Fulfillment Materials exceeds Sub-Administrators fees) under this Schedule all reasonable third party printing costs as well as any
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
shipping and handling costs directly related to the Fulfillment Materials. The Company shall provide to Sub-Administrator upon request backup information for which reimbursement is being sought by the Company hereunder. * For example, if the Management fee of 1.00% for Pro Blend Extended Term Series is reduced to 0.90% then Sub-Administrator shall have its payment lowered from 0.35% to 0.30% (i.e. one half of the 0.10 percentage point reduction in the Management fee). 15
SCHEDULE A Small Cap Series World Opportunities Series Life Sciences Series International Series Technology Series New York Tax Exempt Series Ohio Tax Exempt Series Diversified Tax Exempt Series Tax Managed Series Equity Series Overseas Series Commodity Series Financial Services Series Core Bond Series Core Bond Plus Series Pro-Blend® Conservative Term Series Pro-Blend® Moderate Term Series Pro-Blend® Extended Term Series Pro-Blend® Maximum Term Series
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.55 FORM N-4, ITEM 24(b)(8.55) Form of Servicing Agreement Northern Funds and American United Life Insurance Company NORTHERN FTINDS SERVICING AGREEMENT (third party recordkeeper) We wish to enter into this Servicing Agreement with you concerning the provision of support services to your clients, which include certain benefit plans (Plans) and their participants (Plan Participants) who may from time to time beneficially own units of one of the American United Life Insurance Company separate accounts that will invest in shares of any Fund (Shares) offered by the Northern Funds. The terms we, us and our used herein refer to Northern Funds; the terms you and your refer to American United Life Insurance Company (AUL), individually, or collectively to AUL and its wholly owned broker-dealer, OneAmerica Securities, Inc. The terms and conditions of this Servicing Agreement are as follows: Section 1. You agree to provide one or more of the following support services (Services) to the Plans and Plan Participants who may from time to time beneficially own units of one of AUL separate accounts that will invest in Shares of the Fund: (i) processing dividend and distribution payments from us on behalf of Plan Participants; (ii) providing information periodically to Plan Participants showing their positions in units of the respective separate account; (iii) arranging for bank wires; (iv) responding to Plans or Plan Participants inquiries relating to the services performed by you; (v) providing sub accounting with respect to units beneficially owned by the Plans or Plan Participants or the information to us necessary for subaccounting; (vi) if required by law, forwarding shareholder communications from us (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to your contractholders; (vii) processing exchange and redemption requests in the AUL Separate Account from Plans or Plan Participants and placing net exchange and redemption orders at an omnibus level with our service contractors; (viii) assisting Plans or Plan Participants in account designations and addresses; and (ix) providing such other similar services as we may reasonably request to the extent you are permitted to do so under applicable statutes, rules and regulations. Section 2. You 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 your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the aforementioned services and assistance to Plans and Plan Participants. Section 3. With the exception of listing our name, the name of our portfolios and their respective investment advisers on documents provided to Plans and Plan Sponsors showing the available investment options, neither you nor any of your officers, employees or agents are authorized to make any representations concerning us or the Shares except those contained in our then current prospectuses and statements of additional information for Shares, copies of which will be supplied by us to you, or in such supplemental literature or advertising as may be authorized by us in writing. Section 4. For all purposes of this Agreement, you will be deemed to be an independent contractor, and will have no authority to act as agent for us in any matter or in any respect. Notwithstanding the foregoing, you are hereby appointed as an agent of the Northern Funds Transfer Agent (Transfer Agent) during the term of this Agreement solely for the limited purpose of receiving instructions, in accordance with the procedures (as set forth in Attachment A hereto) (Procedures), for the purchase and redemption at the request of Plans or Plan Participants of Shares of the Northern Funds and making and maintaining the records of the Northern Funds relating to such purchases and
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
redemptions of Plan Participants on whose behalf plan representatives (Plan Representatives) may act. Such purchases and redemptions shall be based on Plan Participant-level transactions made by or on behalf of Plan Representatives and/or Plan Participants, which transactions shall be recorded on your recordkeeping system. Such records will be deemed to be and are part of the Northern Funds master security holder files, as defined in Rule 17 Ad-9(b) under the Securities Exchange Act of 1934, as amended (Exchange Act). You shall maintain records on behalf of the Transfer Agent and the Northern Funds for each Plan and its Plan Participants reflecting all separate account units of AULs separate accounts that own shares of the Northern Funds purchased and redeemed by the Plan Representatives and/or Plan Participants based on Plan Participant-level transactions (including the date and price for all transactions and unit balances) [and all reinvestment of dividends and capital gains distributions paid by the Northern Funds. You (pursuant to the information and data received from the Transfer Agent in accordance with the Procedures set forth in Exhibit A) shall reconcile on each day that the New York Stock Exchange (Exchange) is open (Business Day): (i) all transactions involving shares of the Northern Funds (including purchases, redemptions and re-investments of dividends and capital gains distributions) with the corresponding transactions on your recordkeeping system; and (ii) the aggregate position on the recordkeeping system with the balance in the account for that Business Day.] By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder or the purchase, redemption, transfer or registration of Shares on behalf of Plans or Plan Participants. We agree to indemnify you and hold you harmless from and against any amount you are required to pay to Plans or Plan Participants due to the Northern Funds incorrect calculation of daily net asset value, dividend rate or capital gains distribution rate or the incorrect reporting of daily net asset value, dividend rate or capital gains distribution rate. You and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement. Section 5. Pursuant to Northern Funds Amended and Restated Service Plan, in consideration of the services and facilities provided by you hereunder, we will pay to you, and you will accept as full payment therefore, up to 25 basis points and Northern Trust Investments, Inc. will pay the remainder of the fee as set forth in Attachment B hereto for shares beneficially owned by Plans or Plan Participants with whom you have a servicing relationship, which fee will be computed daily and payable quarterly. For purposes of determining the fees payable under this Section 5, the average daily net asset value of the Plans or Plan Participants will be computed in the manner specified in our Registration Statement (as the same is in effect from time to time) in connection with the computation of the net asset value of Shares for purposes of purchases and redemptions. The fee rate stated above may be prospectively increased or decreased by us, in our sole discretion, at any time upon notice to you. Further, we may, in our discretion and without notice, suspend or withdraw the sale of Shares, including the sale of Shares to you for the account of any Plan Participants. All fees payable by us under this Agreement with respect to the Shares of a particular Fund shall be borne by, and be payable entirely out of the assets allocable to, said Shares; and no other class of Shares of any other Fund offered by Northern Funds shall be responsible for such fees. Section 6. Any person authorized to direct the disposition of monies paid or payable by us pursuant to this Agreement will provide to our Board of Trustees, and our Trustees will review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. In addition, you will furnish us or our designees with such information as we or they may reasonably request (including, without limitation, periodic certifications confirming the provision to Plans or Plan Participants of the services described herein), and will otherwise cooperate with us and our
designees (including, without limitation, any auditors designated by us), in connection with the preparation of reports to our Board of Trustees concerning this Agreement and the monies paid or payable by us pursuant hereto, as well as any other reports or filings that may be required by law. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Section 7.
We may enter into other similar Servicing Agreements with any other person or persons without your consent.
Section 8. Each party represents, covenants and warrants to the other that: (i) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; (ii) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (iii) no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (iv) the execution, performance and delivery of this Agreement shall not result in violation of any applicable law or breach or other impairment of any of its contractual obligations. We represent, covenant and warrant that the Northern Funds are, and shall be, registered as investment companies under the Investment Company Act of 1940, as amended (the 1940 Act), and Fund shares sold by the Northern Funds are, and shall be, registered under the Securities Act of 1933, as amended, and applicable state blue sky laws, in each case, except to the extent we notify you otherwise in writing. Section 9. This Agreement is binding on each party, its successors and assigns. The Agreement is not assignable by any party without the other partys prior written consent and any attempted assignment in contravention of this provision will be null and void, except any assignment to any affiliate of either party of which the respective party owns greater than 50% of the outstanding voting securities. Notwithstanding the foregoing, the Agreement may be assigned by a party to an entity that purchases all or substantially all of its assets through a merger or stock purchase without the written consent of the other party. Further, you may delegate your obligations under this Agreement to any of your affiliates without our written consent. Section 10. We and you shall comply with all material laws, rules and regulations applicable in connection with the performance of our respective obligations under this Agreement. Further, the parties agree to the terms of the Shareholder Information Agreement required pursuant to SEC Rule 22c- 2, as contained in Attachment C, attached hereto and made a part hereof. Section 11. By your written acceptance of this Agreement, you represent, warrant and agree that: (i) the compensation payable to you hereunder, together with any other compensation you receive from Plans for services contemplated by this Agreement, will not be excessive or unreasonable under the laws and instruments governing your relationships with Plans; (ii) you will provide to the Plans and Plan Representatives a schedule of any fees that you may charge to them relating to the investment of their assets in Shares; and (iii) the services provided by you under this Agreement will in no event be primarily intended to result in the sale of Shares. Section 12. This Agreement will become effective on the date a fully executed copy of this Agreement is received by us or our designee. Unless sooner terminated, this Agreement will continue until the next March 31, and thereafter will continue automatically for successive annual periods provided such continuance is specifically approved at least annually by us in the manner described in Section 15. This Agreement is terminable with respect to the Shares of any Fund, without penalty, at any time by us upon the giving of sixty (60) days prior written notice to you (which termination may be by a vote of a majority of the Disinterested Trustees as defined in Section 15) or by you upon notice to the other party hereto.
Section 13. All notices and other communications to either you or us will be duly given if mailed, sent via facsimile or transmitted by similar telecommunications device to the appropriate address stated herein. Section 14. This Agreement will be construed in accordance with the laws of the State of Illinois, without regard to its conflicts of laws provisions. Section 15. The form of this Agreement has been approved by vote of a majority of (i) the Northern Funds Board of Trustees and (ii) those Trustees who are not interested persons (as defined in the 1940 Act) of us and have no direct or indirect financial interest in the operation of the Service Plan adopted by us or in any agreement related thereto cast in person at a meeting called Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
for the purpose of voting on such approval (Disinterested Trustees). This Agreement is executed by or on behalf of the Trust and the obligations hereunder are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the Trust and its assets and property. All obligations of the Trust under this Agreement shall apply only on a Fund by Fund basis, and the assets of one Fund shall not be liable for the obligations of another Fund. The Trusts Agreement and Declaration of Trust is on file with the Trust. Section 16. The Procedures governing the parties responsibilities under this Agreement with respect to transmission and acceptance of electronic: (i) instructions for the purchase and redemption of shares of the Northern Funds; and (ii) net asset value per share communication, shall be as set forth on Attachment A hereto, provided that such procedures shall be at all times consistent with the requirements of the 1940 Act and any other applicable federal or state laws and regulations. Section 17. You agree to comply with applicable laws, regulations, orders and self-regulatory organization rules and guidance governing the detection, prevention and reporting of money laundering and terrorist financing activities, including, but not limited to: (1) provisions of the USA PATRIOT Act of 2001 and regulations and orders thereunder; (2) provisions of the Bank Secrecy Act and regulations thereunder; (3) relevant rules and regulations promulgated by the Office of Foreign Assets Control; (4) relevant rules and guidance of the Financial Industry Regulatory Authority, Inc.; and (5) all recordkeeping, reporting and auditing requirements of these laws, regulations, rules and orders. If you agree to be legally bound by the provisions of this Agreement, please sign a copy of this letter where indicated below and promptly return it to us. Dated this 15th day of February, 2012.
Very truly yours,
Address:
NORTHERN FUNDS
Attn: Eric Schweitzer c/o The Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60603
By:
Address:
Accepted and Agreed to:
One American Square, PO Box 369 Indianapolis, IN 46206
American United Life Insurance Company, on behalf of itself and OneAmerica Securities, Inc. Nicholas A. Filing
Attn:
(Name of Counterparty)
Terry W, Burns 1102C
(Authorized Officer)
By:
/s Nicholas A. Filing (Authorized Officer)
Joinder by Northern Trust Investments, Inc. for purposes of Section 5 and Attachment B only:
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Northern Trust Investments, Inc. agrees to be responsible for the payment of its respective fee described in Section 5 and as set forth in Attachment B of this Agreement. The obligations hereunder are not binding upon any of the trustees, officers, shareholders, employees or agents of Northern Trust Investments, Inc. individually, but are only binding upon Northern Trust Investments, Inc. and its assets and property. All obligations of Northern Trust Investments, Inc. under this Joinder shall apply only on a Fund-by-Fund basis, and assets of one Fund shall not be liable for the obligations of another Fund. Address: Northern Funds 801 S. Canal Chicago, IL 60607 Attn: Fund Center, C5 South
NORTHERN TRUST INVESTMENTS, INC. By:
/s/ Eric Schweitzer (Authorized Officer)
Attachment A Operating Procedures (a) If applicable, the transmission and acceptance of electronic instructions for the purchase and redemption of Shares shall be subject to the following procedures established by the National Securities Clearing Comparative (NSCC) of which each party or its affiliate) is a member. Terms not defined below shall have the meanings given to them in the Agreement. (b) On each Business day you may receive instructions (Instructions) from the Plan and/or Plan Representatives for each Plan for the purchase or redemption of shares of the Northern Funds based solely upon each Plans receipt of Instructions from Plan Representatives and/or Plan Participants prior to the close of trading on the Business Day (Close of Trading). Instructions in good order received by you prior to 4:00 p.m. Eastern time (ET) on any given Business Day, or earlier if the Exchange close earlier than 4:00 p.m. ET on any given Business Day the (Trade Date) and transmitted to the NSCC no later than 6:00 a.m. ET on the Business Day following the Trade Date (TD+ 1), will be executed by the Transfer Agent at the net asset value (Share Price) of each applicable Fund, determined as of the Close of Trading on the Trade Date. (i) It is understood by the parties that all Instructions from the Plan Representatives and/or Plan Participants shall be received and processed by you in accordance with your standard transaction processing procedures that apply to all investment options offered under the Plans. You shall maintain records sufficient to identify the date and time of receipt of all Plan Representative and/or Plan Participant transactions involving the Northern Funds and shall make such records available upon reasonable request for examination by the Northern Funds or its designated representative or, at the request of the Northern Funds, by appropriate governmental authorities. Under no circumstances shall you change, alter or modify any Instructions received by you in good order. (ii) Each transmission of Instructions by you of a net purchase or redemption instruction relating to a particular Fund on a Business Day shall constitute a representation and covenant by you that such net purchase or redemption Instruction was based on Plan Representative and/or Plan Participant transactions received by you prior the Close of Trading (and prior to the time the Share Price for each Fund was determined on such Business Day) and that each net purchase or redemption
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Instruction included all such Plan Representative and/or Plan Participant transactions so received by you. All Instructions will be communicated in U.S. dollars. (iii) In the event that NSCC systems are not functioning or American United Life Insurance Company is delayed in transmitting trade requests on a given Business Day, you will contact Transfer Agent via telephone (to Transfer Agents recorded telephone line.) by no later than 8:00 a.m. ET to verify the method of transmitting the net purchase or redemption Instructions to the Transfer Agent. Following the completion of the transmission of any Instructions by you to the Transfer Agent pursuant to this Section (b )(iii), the Transfer Agent will verify via a method acceptable to both parties that the Instruction was received. (c) By no later than 7:00 p.m. ET on each Business Day (Price Communication Time), the Northern Funds coadministrator will use its best efforts to communicate to you via NSCC the Share Price of each applicable Fund, as well as dividend and capital gain information and, in the case of income funds, the daily accrual for interest factor (mil rate), determined at the Close of Trading on that Business Day. In addition, a backup method of pricing each fund will be communicated to you by e-mail. This is
needed for business continuity purposes and in the event the NSCC file is unavailable. It is understood and agreed that, in the context of Section 22 of the 1940 Act, and the rules and public interpretations thereunder by the staff of the Securities and Exchange Commission, receipt by you of any Instructions from the Plan Representative and/or Plan Participants in a timely manner shall be deemed to be receipt by the Northern Funds of such Instructions solely for pricing purposes and shall cause purchases and sales for the Plans to be deemed to occur at the Share Price for such Business Day. (d) Net purchase and net redemption transactions shall be settled in accordance with NSCC rules and procedures. In the event that NSCC systems are not functioning on a given Business Day (1) for net purchase Instructions, you shall wire payment, or arrange for payment to be wired by you designed bank, in immediately available funds, to a Fund custodial account or accounts designated by Transfer Agent; and (2) for net redemption Instructions, Transfer Agent shall wire payment or arrange for payment to be wire immediately available funds, to an account designed by you. Such wires must be received no later than the close of the Federal Bank on the Business Day such Instructions are received by Transfer Agent in accordance with paragraph (b) above. (e) Nothing herein shall prevent a Fund from delaying or suspending the right of purchase or redemption in accordance with the provisions of the 1940 Act, and the rules thereunder. (f) You shall be solely responsible for the accuracy of any Instruction transmitted to Transfer Agent via NSCC systems or otherwise and the transmission of such Instruction shall constitute your representation to Transfer Agent that the Instruction is accurate, complete and duly authorized by the Plan Participants whose Fund shares are the subject of the Instruction. You shall assume responsibility for any loss to Transfer Agent or to a Fund caused by a cancellation or correction made subsequent to the date as of which an order or Instruction has been placed, and you will immediately pay such loss to Transfer Agent or such Fund upon notification. Any gain to you, or the Plans, attributable to the incorrect calculation or reporting of the daily net asset value shall be immediately returned to the Fund. You agree to make a reasonable effort to recover from the Plans or Plan participants any material losses incurred by a Fund as a result of the foregoing. (g) Each party shall notify the other of any errors omissions in any information including the net asset value and distribution information set forth above, and interruptions or delay or unavailability of, the means of transmittal of any such information as promptly as possible. For purposes of the preceding sentence, notification shall be made by telephone (to Transfer Agents recorded telephone line). You agree to maintain reasonable errors and omissions insurance coverage commensurate with your responsibilities under this Agreement. (h)
The Northern Funds will provide to you dividend or capital gain distribution information via NSCC systems. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Attachment B
Fund #
601 602 603 604 605 606 607 608 609 610 617 618 620 621 622 623 624 626 627 628 629 630 632 635 636 637 638 639 640 641 642 643 644 646 647 648 649 650 654
Fund Name
Large Cap Equity Fund Income Equity Fund Small Cap Value Fund Large Cap Growth Fund Fixed Income Fund US Government Fund Tax-Exempt Fund Intermediate Tax-Exempt Fund International Equity Fund Global Fixed Income Fund Technology Fund Stock Index Fund Short-Intermediate US Government Fund California Intermediate Tax-Exempt Fund Arizona Tax-Exempt Fund California Tax-Exempt Fund Small Cap Index Fund High Yield Municipal Fund High Yield Fixed Income Fund Small Cap Core Fund Mid-Cap Index Fund International Equity Index Fund Large Cap Value Fund Enhanced Large Cap Fund Emerging Markets Equity Fund Multi-Manager International Equity Fund Multi-Manager Mid Cap Fund Multi-Manager Small Cap Fund Global Real Estate Index Fund Bond Index Fund Multi-Manager Large Cap Fund Short-Intermediate Tax-Exempt Fund Global Sustainability Index Fund Multi-Manager Global Real Estate Fund Multi-Manager Emerging Markets Equity Ultra-Short Fixed Income Fund Tax-Advantaged Ultra-Short Fixed Inc. Multi-Manager High Yield Opportunities Global Tactical Asset Allocation
Redemption
Annual Servicing Fee
CUSlP #
NASDAQ
Fee
665162103 665162202 665162400 665162301 665162806 665162889 665162863 665162871 665162509 665162707 665162798 665162772 665162756 665162749 665162764 665162731 665162723 665162681 665162699 665162665 665130100 665130209 665162632 665162590 665162582 665162558 665162574 665162566 665162541 665162533 665162517 665162525 665130308 665162475 665162483 665162467 665162459 665162442 665278396
NOGEX NOIEX NOSGX NOEQX NOFIX NOUGX NOTEX NOITX NOIGX NOlFX NTCHX NOSIX NSIUX NCITX NOAZX NCATX NSIDX NHYMX NHFIX NSGRX NOMIX NOINX NOLVX NOLCX NOEMX NMIEX NMMCX NMMSX NGREX NOBOX NMMLX NSITX NSRIX NMMGX NMMEX NUSFX NTAUX NMHYX BBALX
None None None None None None None None Yes 2%* None None None None None None None None None Yes 2%* None None Yes 2%* None None Yes 2%* Yes 2%* None None Yes 2%* None None None Yes 2%* Yes 2%* Yes 2%* Yes 1%** Yes 1%** Yes 2%* None
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
0.30% 0.30% 0.35% 0.30% 0.10% ·0.10% 0.10% 0.l0% 0.30% 0.30% 0.30% 0.01% 0.10% 0.l0% 0.10% 0.l0% 0.03% 0.30% 0.30% 0.25% 0.03% 0.03% 0.30% 0.25% 0.10% 0.30% 0.30% 0.30% 0.l0% 0.03% 0.30% 0.10% 0.05% 0.30% 0.30% 0.02% 0.02% 0.25% 0.10%
Pursuant to Northern Funds Amended and Restated Service Plan, Northern Funds may only pay up to 25 basis points for the Services. Pursuant to Section 5 ofthe Agreement, Northern Trust Investments, Inc. will be responsible for paying any excess of25 basis points for any of the rates set forth herein.
Attachment C Shareholder Information (Rule 22c-2) (a) Agreement to Provide Information. With respect to any accounts with us maintained by you, you agree to provide to us, upon our written request or the written request of our designated agent (agent) (or ours or our agents authorized affiliates), the Taxpayer Identification Number (TIN), Individual/International Taxpayer Identification Number (ITIN) or other governmentissued identifier (GIl), if known, of any or all holders of shares of the Funds (Shareholders) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholders) or account (if known), and the amount, date, transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of shares held through the account during the period covered by the request. (i) Period Covered by Request. Requests will set forth a specific period for which transaction information is sought, which generally will not exceed ninety (90) days (or any three (3) month period, as applicable) of transaction information. We or our agent may request transaction information older than ninety (90) days from the date of the request as it deems necessary to investigate compliance with policies established by us for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by us. (ii) Form and Timing of Response. You agree to provide, promptly upon the request of us or our agent, the requested information specified in paragraph (a). If requested by us or our agent, you agree to use best efforts to determine promptly whether any specific person about whom the it has received the identification and transaction information specified in paragraph (a) is itself a financial intermediary (Indirect Intermediary) and, upon further request of us or our agent, promptly either (x) provide (or arrange to have provided) the information set forth herein for those Shareholders who hold an account with an Indirect Intermediary or (y) restrict or prohibit the Indirect Intermediary from purchasing, in nominee name on behalf of other persons, shares issued by us. You additionally agree to inform us or our agent whether you plans to perform the duties set forth in sub-paragraphs (x) or (y) of this paragraph. 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 us should be consistent with the NSCC Standardized Data Reporting Format or another industry standardized data reporting format. (iii) Limitations on Use of Information. We agree, on our own behalf and on behalf of our affiliates, not to use the information received pursuant to paragraph (a) for marketing or any other similar purpose without your prior written consent. (b) Agreement to Restrict Training. You agree to execute written instructions from us or our agent to restrict or prohibit further purchases or exchanges of shares by a Shareholder that has been identified by us or our agent as having engaged in transactions in shares (directly or indirectly through an account with you) that violate policies established by us for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the us.
(i) Form of Instructions. Instructions to restrict trading must include the Shareholder(s) 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 Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(ii) Timing of Response. You agree to execute instructions as soon as reasonably practicable, but not later than five (5) business days after its receipt of the instructions by you. (iii) Confirmation. You agree to provide written confirmation to us or our agent that instructions have been executed. You agree to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.56 FORM N-4, ITEM 24(b)(8.56) Form of Shareholder Services Agreement For Class R1 & Class R2 Shares between American United Life Insurance Company, OneAmerica Securities, Inc., DFA investment Dimensions Group, Inc. and Dimensional Investment Group, Inc. Class R1 & R2 Service Agreement Omnibus/ After Hours NSCC Financial Advisor Bank and 401 (k) SHAREHOLDER SERVICES AGREEMENT FOR CLASS R1 & CLASS R2 SHARES This SHAREHOLDER SERVICES AGREEMENT FOR CLASS R1 & CLASS R2 SHARES (this Agreement) is entered into as of April 13, 2011 between American United Life Insurance Company, a corporation organized under the laws of Indiana and OneAmerica Securities Inc. (together, hereinafter referred to as the Shareholder Services Agent), and each of Dimensional Investment Group Inc. and DFA Investment Dimensions Group Inc. (together, the Companies and each, the Company), each an investment company, on behalf of certain of its portfolios identified on Schedule B attached hereto, as amended from time to time by the Company in its sole discretion (individually a Portfolio and collectively, the Portfolios). WHEREAS, each Company represents that each Portfolio offers Class R1 Shares and Class R2 Shares (collectively, the Class R Shares), which are distributed by DFA Securities LLC (DFAS) and recorded by the Portfolios transfer agent; and WHEREAS, Class R Shares are offered to investors who desire an expanded array of shareholder services, including certain administrative, shareholder and/or account maintenance service functions not performed by Dimensional Fund Advisors LP (Dimensional), the Portfolios investment advisor and administrator; and WHEREAS, DFAS is a member of the National Securities Clearing Corporation (NSCC) on behalf of the Portfolios; and WHEREAS, the Shareholder Services Agent currently provides certain administrative services to qualified retirement plans and employer-sponsored non-qualified deferred compensation plans (individually a Plan and together the Plans) that are overseen by a trustee, sponsor or administrative committee (Plan Representative) for the benefit of participants of the Plan (each a Beneficiary and collectively, the Beneficiaries); and WHEREAS, the Shareholder Services Agent or its authorized agent or designee is a member of the NSCC; and WHEREAS, the Shareholder Services Agent and the Company, on behalf of the Portfolios, desire that the transmission and acceptance of electronic instructions for the purchase and redemption of the Class R Shares be facilitated through one or more master accounts with the Company or its designated transfer agent established by the Shareholder Services Agent in the Shareholder Services Agents own name, or as nominee on the NSCC System; and WHEREAS, each Company has the power and authority to appoint qualified entities to provide shareholder services for the benefit of investors in the Class R Shares of its Portfolios; and
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
WHEREAS, each Company, on behalf of its Portfolios, desires the Shareholder Services Agent to provide certain shareholder services to the Plans and their Beneficiaries that invest in Class R Shares
of the Portfolios, and the Shareholder Services Agent is willing and qualified to provide such shareholder services. NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows: Article 1
Terms of Appointment
Subject to the terms and conditions set forth in this Agreement and the Schedules attached hereto, which are made a part hereof, each Company, on behalf of its Portfolios, hereby appoints the Shareholder Services Agent to provide shareholder services to Plans and their Beneficiaries that purchase Class R Shares of the Portfolios. Article 2
Performance of Services
Section 2.1 The Shareholder Services Agent shall maintain, on behalf of the Plans, one or more omnibus accounts (the Omnibus Accounts) with the Portfolios or their designated transfer agent for use of the NSCC System. New Account applications must be submitted by the Shareholder Services Agent to and accepted by the Company, on behalf of the Portfolios, and not through the NSCCs automated account opening procedures. The Accounts shall be held by the Shareholder Services Agent on behalf of the Plans in the name of the Shareholder Services Agent or nominee name of the Shareholder Services Agent. The Shareholder Services (as defined below) provided by the Shareholder Services Agent on behalf of the Plans shall not be the responsibility of the Portfolios, the Portfolios transfer agent, Dimensional or DFAS. Section 2.2 The Shareholder Services Agent agrees to the terms of, and shall perform the applicable shareholder services and functions specified in Schedule A attached hereto (Shareholder Services) and the duties and functions specified in Schedule 0 attached hereto (Rule 22c-2 Provisions) for Plans and their Beneficiaries with respect to Class R1 and Class R2 Shares owned by Plans and held in one or more Omnibus Accounts established by the Shareholder Services Agent on the books and records of the Portfolios. The Shareholder Services Agent represents that it and/or any of its agents or designees required to be members of the NSCC in order to provide the services to be provided by them hereunder are members of the NSCC and agrees that the terms and conditions of NSCC membership shall be incorporated herein and the parties hereto shall act according to their duties as NSCC members and the procedures established by the NSCC, specifically, with respect to the transmission and acceptance of electronic instructions for the purchase and redemption of Class R Shares through the NSCC system. Further, the Shareholder Services Agent for itself and its agents and designees, and on behalf of the third party administrators for the Plans, agrees to the terms and conditions contained in this Agreement relating to the Class R1 and Class R2 Shares. Section 2.3 The parties hereto agree that the Shareholder Services are administrative services and are not investment advisory or distribution-related services. Section 2.4 The Shareholder Services Agent may enter into a subcontract with one or more qualified entities to provide any of the Shareholder Services to one or more of the Plans for which the Shareholder Services Agent provides recordkeeping services; provided, however, that (a) the Shareholder Services Agent remains fully responsible for the performance of this Agreement in accordance with its terms and (b) the Shareholder Services Agent must require any such subcontractor to comply with the terms of this Agreement. The Shareholder Services Agent shall provide the Company with seventy-five (75) days prior written notice of any change in subcontractor Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2
or any new subcontract the Shareholder Services Agent wishes to enter into, which time period may be reduced at the discretion of the Company. Article 3
Omnibus Account Information
Section 3.1 The Shareholder Services Agent shall transmit to the Company (or to any agent designated by the Company) such information concerning the Plans as shall be required pursuant to Schedule A and as the Company shall conclude is reasonably necessary for the Company or its agent(s) to provide transfer agency services to the Portfolios and to enable the Company to comply with applicable state blue sky laws with respect to each Portfolio. Section 3.2 Upon the reasonable request of the Company, the Shareholder Services Agent will provide the Company, or its designee, with access to the Shareholder Services Agents facilities and records relating to the services to be provided under this Agreement, and the Shareholder Services Agent will respond to requests for information or other inquires from the Company. In addition, upon the request of the Company, or its designee, at any time, the Shareholder Services Agent will promptly provide the Company with information as to the number of Class R1 Shares and Class R2 Shares held by each Plan. Article 4
Maintenance of Records
Each party shall maintain and preserve all records as required by law to be maintained and preserved in connection with the provision of services contemplated hereunder. Upon the request of an authorized representative of a party hereto, which request must be in writing, the relevant party shall provide copies of all records as may be necessary to (a) monitor and review the performance of such partys activities; (b) assist any party in resolving disputes, reconciling records or responding to an auditors inquires; (c) comply with any request of a governmental body or self-regulatory organization; (d) verify compliance by any party with the terms of this Agreement; (e) make required regulatory reports; and (f) perform general customer service. Article 5
Portfolio Prospectuses
Section 5.1 The Shareholder Services Agents performance of the Shareholder Services, including without limitation the purchase and redemption of Class R Shares of the Portfolios for the Omnibus Accounts, shall be subject to the terms and conditions set forth in the Portfolios then current prospectus(es) and statement(s) of additional information, and the Shareholder Services Agent shall operate in accordance therewith. Section 5.2 The Shareholder Services Agent and its agents shall not make any representation concerning the Company, a Portfolio or Class R Shares except those contained in the then current prospectus(es) and statement(s) of additional information of the Portfolios and current sales literature approved by the Company. Article 6
Operation of Portfolios
In no way shall the provisions of this Agreement limit the authority of the Company to take such action as it may deem appropriate or advisable in connection with all matters relating to the operation of the Portfolios, including any determination to offer or to discontinue to offer either or both of the Class R1 Shares or Class R2 Shares of any Portfolio. 3
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Article 7
Expenses
Section 7.1 Shareholder Services.
The Shareholder services Agent shall bear all expenses necessary and incidental to the performance of the
Section 7.2 The Company shall provide the Shareholder Services Agent with a quantity of prospectuses and statements of additional information to be used in connection with this Agreement that the Company deems to be legally sufficient. The Shareholder Services Agent shall bear none of the expenses for the costs of registration of the Portfolios shares, or the preparation and filing of prospectuses, proxy materials and periodic reports. The expense of printing and distributing to the Shareholder Services Agent a legally sufficient number of prospectuses and statements of additional information shall be paid by the Company or Dimensional, as appropriate. The Shareholder Services Agent shall pay the cost of distributing such materials to the Plans and their Beneficiaries as set forth in Schedule A of this Agreement. Article 8
Relationship of Parties
Section 8.1 The Shareholder Services Agent shall provide the Shareholder Services hereunder as an independent contractor and not as an employee or agent of either Company or any of the Portfolios. No party shall hold itself out as an agent of another party with the authority to bind such party. Notwithstanding the foregoing, the Shareholder Services Agent shall be deemed to be a limited agent of the Company and the Portfolios solely with respect to the receipt of orders for the purchase, transfer and redemption of Class R Shares of the Portfolios as provided herein in Schedule A. Section 8.2 The Shareholder Services Agent will not hold itself out to the public, or engage in any activity that could be construed to be serving as a distributor for the Portfolios. Section 8.3 The Shareholder Services Agent acknowledges that the Company does not undertake to supervise the Shareholder Services Agent in the performance of the Shareholder Services and that the Companies, the Portfolios, Dimensional or any of the Portfolios other designated transfer agents or service providers shall not be responsible for the Shareholder Services Agents performance of the Shareholder Services or the performance of any other functions or services for the Plans or their Beneficiaries. Article 9
Confidentiality
The parties shall keep confidential any information regarding the Portfolios, the Plans and Beneficiaries received in connection with providing the services hereunder, except: (a) as necessary to provide the Shareholder Services; (b) as necessary to comply with applicable law; and (c) information regarding the Portfolios which is otherwise publicly available. The Shareholder Services Agent shall maintain internal safekeeping procedures to safeguard and protect the confidentiality of the data transmitted to it by a Company or its transfer agent. In accordance with Section 248.11 of Regulation Sop (17 CFR 248.1-248.30) (Reg S-P), the Shareholder Services Agent will not directly, or indirectly through an affiliate, disclose any non-public personal information, as defined in Reg S-P, received from a Company to any person that is not affiliated with the Company or with the Shareholder Services Agent and provided that any such information disclosed to an affiliate of the Shareholder Services Agent shall be under the same limitations on non-disclosure. 4
Article 10
Fees
Section 10.1 In consideration of the Shareholder Services Agents performance of the Shareholder Services to a Plan, the Company, on behalf of each applicable Portfolio, agrees to pay the Shareholder Services Agent the fees described in Schedule C (the Shareholder Services Fees).
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Section 1 0.2 Each Company will calculate or cause its agent(s) to calculate the Shareholder Services Fees at the end of each month, and will send or cause to be sent to Shareholder Services Agent the requisite payment within thirty (30) days after the end of such month. The Shareholder Services Agent shall have fifteen (15) days after receipt of payment in which to notify the Company if it disagrees with the amount of such payment, in which case the parties will negotiate in good faith to resolve any differences. Section 10.3 The parties agree that the Shareholder Services Fees are for recordkeeping and administrative services only, and are not for legal, investment advisory, advertising or distribution services. Article 11
Standard of Care/Liability
Section 11.1 The Shareholder Services Agent will use due diligence and reasonable care in providing all Shareholder Services under this Agreement and will act in a timely manner and in good faith to assure the accuracy and completeness of the Shareholder Services to be performed under this Agreement. The Shareholder Services Agent shall be responsible for its own negligent actions or omissions, misfeasance, breach of fiduciary duty, bad faith or disregard of its duties. Section 11.2 Responsibility for processing errors with respect to the Omnibus Accounts, should they occur, shall be assigned to the responsible party. Article 12
Representations, Warranties and Covenants
Section 12.1 The Shareholder Services Agent represents, warrants, and covenants that the following are true and will remain true throughout the term of this Agreement: i)
it is a member of NSCC;
ii)
it is a corporation duly organized and existing in good standing under the laws of its state of organization or
incorporation; iii) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement; the performance of its obligations hereunder does not and will not violate or conflict with any governing document or agreements of the Shareholder Services Agent or any applicable law; and when executed and delivered, this Agreement shall constitute a valid, legal and binding obligation of the Shareholder Services Agent, enforceable in accordance with its terms; iv) it will deliver to the Company evidence of such authorization as the Company may reasonably require, whether by way of certified resolution or otherwise; v) the arrangements provided for in this Agreement will be disclosed to each Plan, or its Plan Representative, prior to the provision by the Shareholder Services Agent of any Shareholder Services with respect to such Plan; 5
vi) it will not be a fiduciary of the Plan as such term is defined in Section 3(21) of Employee Retirement Income Security Act of 1974, as amended (ERISA), and Section 4975 of the Internal Revenue Code of 1986, as amended (the Code) and the Shareholder Services Agents receipt of the fees described in Article 10 hereof will not constitute a prohibited transaction as such term is defined in ERISA and Section 4975 of the Code;
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
vii) it is either (a) a bank as defined in the Securities Exchange Act of 1934, as amended (the 1934 Act); (b) a transfer agent registered pursuant to Section 17 A of the 1934 Act; (c) a broker/dealer registered pursuant to Section 15 of the 1934 Act or (d) is not required to be registered as such under the 1934 Act; viii) it has adequate experience and resources to perform the services required under this Agreement and the Shareholder Services will be performed by qualified personnel, in accordance with the terms of this Agreement and according to the highest industry standards, and upon written request will provide evidence of the same to the Company and will promptly notify the Company in the event that the Shareholder Services Agent is, for any reason, unable to perform any of its obligations under this Agreement; ix) it has received a copy(ies) of the Portfolios current prospectus(es) and will abide by all applicable provisions thereof and of further versions thereof; x) it (i) has implemented policies and procedures that provide reasonable assurance that orders with respect to Class R Shares of the Portfolios are processed in accordance with this Agreement, the Portfolios prospectus(es) and Rule 22c-1 of the Investment Company Act of 1940, as amended (the 1940 Act), and such procedures prevent or detect, on a timely basis, instances of noncompliance with the procedures for the processing of orders for Class R Shares of the Portfolios in accordance with this Agreement, the Portfolios prospectus(es) and Rule 22c-1 of the 1940 Act, and (ii) will promptly notify the Company if it believes, or has knowledge that, its policies and procedures are inadequate for the purposes of this Section; xi) it will cooperate with the Company and the Portfolios in providing information as provided in Schedule D hereto and will assist the Company and the Portfolios in preventing possible market timing and other trading activities in violation of the Portfolios policies and procedures, including without limitation restricting or prohibiting further purchases or exchanges of Portfolio shares as provided in Schedule D hereto; xii) it shall comply with all applicable federal and state securities, insurance, ERISA and tax laws, rules and regulations applicable to its activities and the provision of services contemplated by this Agreement; xiii) it will not undertake any Shareholder Services with respect to a Plan, nor engage in any transactions with respect to Class R Shares of the Portfolios on behalf of a Plan unless the Shareholder Services Agent has previously entered into a contractual arrangement for the provisions of record keeping or other services with such Plan; xiv)
it is not the investment advisor to any Plan with respect to which it is providing Shareholder Services
hereunder; xv) it will only process transactions with respect to Class R Shares of the Portfolios based upon instructions received from a Plan, a Plan Administrator or a Beneficiary (in accordance with each Plans documents); and xvi) it shall (i) not use any compensation paid by the Company pursuant to this Agreement to finance any activity that is primarily intended to result in the sale of Class R Shares of 6
the Portfolios within the meaning of Rule 12b-1 under the 1940 Act and (ii) shall annually certify to the Companys Chief Compliance Officer that it has complied with this requirement. xvii) it shall allow the Company or a third party designated by the Company to, upon 10 business days prior notice, visit its locations and/or request documentation to audit its processes, procedures and service levels. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
xviii) to the extent applicable, it has adopted an Anti-Money Laundering Compliance Program (the Program) reasonably designed to meet the requirements of the USA PATRIOT Act, including without limitation, suspicious activity monitoring procedures, procedures to comply with Treasurys Office of Foreign Asset Control rules prohibiting transactions with certain foreign countries or their nationals, a customer identification program, and an employee training program, is in material compliance with its Program and shall promptly notify Dimensional if there has been a material violation thereof. Section 12.2 Each Company represents, warrants and covenants that the following are true and will remain true throughout the term of this Agreement: i)
DFAS is a member of NSCC;
ii)
it is a corporation duly organized and existing and in good standing under the laws of the State of Maryland;
iii)
it is an investment company registered under the 1940 Act;
iv) it is authorized to enter into and perform this Agreement and the performance of the Companys obligations hereunder does not and will not violate or conflict with any governing documents or agreements to which the Company is a party or any applicable law; v) the Company, on behalf of the Portfolios, will deliver to the Shareholder Services Agent evidence of such authorization as the Shareholder Services Agent may reasonably require, whether by way of certified resolution or otherwise; and vi) neither it nor the Portfolios shall, without written consent of the Shareholder Services Agent, make representations concerning the Shareholder Services Agent or its affiliates. Article 13
Indemnification
Section 13.1 The Shareholder Services Agent agrees to indemnify and hold harmless the Companies, the Portfolios, Dimensional, DFAS and each of their respective directors, officers, employees, representatives, designees, agents and each person, if any, who controls such entities within the meaning of the Securities Act of 1933, as amended (the Securities Act) and the 1940 Act (collectively, the Company Indemnitees) against any actual losses (excluding consequential or special damages), lawsuits, claims, regulatory investigations or proceedings, damages or liabilities, including legal fees and disbursements (collectively, Loss) to which a Company Indemnitee may become subject insofar as such Loss arises out of: (i) the Shareholder Services Agents failure to comply with the terms of this Agreement or the falsity of or breach of any representation, warranty or covenant made by the Shareholder Services Agent; (ii) the Shareholder Services Agents disregard of its duties, negligence, misfeasance, breach of fiduciary duty, or bad faith conduct or that of its employees, agents, designees or contractors in connection herewith; or (iii) the Shareholder Services Agents failure to provide necessary information or directions on a timely basis as requested by the Company; provided, however, that the Shareholder Services Agent will not be liable for 7
indemnification hereunder of any Company Indemnitee to the extent that any Loss results solely from the negligence or willful misconduct of such Company Indemnitee. Section 13.2 The Company, on behalf of the Portfolio, agrees to indemnify and hold harmless the Shareholder Services Agent and its directors, officers, employees, representatives, designees, agents and each person, if any, who controls the Shareholder Services Agent within the meaning of the Securities Act (collectively, Shareholder Services Agent Indemnitees), against any Loss to Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
which an Indemnitee may become subject insofar as such Loss arises out of: (i) the Company or the Portfolios failure to comply with the terms of this Agreement or falsity of or breach of any representation, warranty or covenant made by the Company or the Portfolio; (ii) the Companys or the Portfolios negligence, misfeasance or bad faith conduct or that of its employees or agents in connection herewith; or (iii) the Companys or the Portfolios failure to provide necessary information or directions on a timely basis as requested by the Shareholder Services Agent; provided, however, that neither the Company nor the Portfolio will be liable for indemnification hereunder of any Shareholder Services Agent Indemnitee to the extent that any Loss results from the negligence or willful misconduct of such Shareholder Services Agent Indemnitee. Section 13.3 Promptly after receipt by any indemnitee under this Article 13 of notice of the commencement of a claim or action that may be covered hereunder (the Claim), the indemnitee shall notify the Shareholder Services Agent or the Company, as applicable, of the commencement thereof. The indemnitee shall provide the indemnitor with complete details, documents and pleadings concerning any Claim. The indemnitor will be entitled to participate with the indemnitee in the defense or settlement of any Claim at the indemnitors expense. The indemnitor may defend any Claim with counsel of its choice, if the indemnitee shall consent to such counsel (which consent shall not be unreasonably withheld). Article 14
Amendment
No provision of this Agreement may be amended, modified or waived except in a writing signed by the parties hereto. No waiver of any provision hereto shall be deemed a continuing waiver unless it is so designated. No failure or delay on the part of any party in exercising any power or right precludes any other or further exercise of any other power or right. Article 15
Termination
Section 15.1 This Agreement shall become effective as of the date first-above written and shall continue in effect until terminated as set forth below. Section 15.2 This Agreement shall automatically terminate as it relates to the Shareholder Services provided by the Shareholder Services Agent with respect to any Plan, if and when the Shareholder Services Agents contractual relationship with such Plan is terminated or the performance by the Shareholder Services Agent of the Shareholder Services to such Plan is terminated. Section 15.3 This Agreement shall automatically terminate if the authorizations, licenses, qualifications or registrations required to be maintained by the Shareholder Services Agent in connection with the performance of its duties hereunder shall lapse or cease at any time to be in full force and effect. Section 15.4 This Agreement may be terminated at any time by either the Shareholder Servicing Agent or the Companies upon sixty (60) days notice in writing to the other party. 8
Section 15.5 In the event of any termination of this Agreement either in its entirety or with respect to any Plan; (i) the Shareholder Services Agent shall at its own expense, take such actions and provide such information as may be reasonably necessary to protect the interests of the Plan following the termination and to ensure an orderly transition in the provision of such services to each Plan; (ii) the Shareholder Services Agent hereby undertakes to cooperate fully with the Company in accomplishing any transition to another shareholder services agent; (iii) purchases of the Class R Shares of the Portfolios on behalf of one or more Plans, as applicable, pursuant to this Agreement shall no longer be permitted; (iv) the Shareholder Services Agent may continue to accept and process redemptions of Class R Shares of the Portfolios pursuant to the terms of this Agreement; and (v) the Shareholder Services Agent may maintain investments in the Portfolios on behalf of a Plan without further payment from the Company. For so long as the Shareholder
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Services Agent is a nominee of an Omnibus Account on behalf of a Plan that holds Class R Shares, the Shareholder Services Agent. shall continue to provide all the reports to the Company required by this Agreement. Section 15.6 This Agreement shall be terminated immediately upon a material breach by any party not cured within thirty (30) days after notice from the other(s). Article 16
Insurance
The Shareholder Services Agent shall self insure or shall maintain insurance, including fidelity, errors and omissions insurance, and if necessary, other bonding issued by a qualified insurance carrier, of the type ordinarily maintained in the industry and in commercially reasonable amounts and upon request from a Company shall provide proof of such insurance. The Shareholder Services Agent shall notify the Companies immediately upon any termination of its insurance. No party hereto shall assert, or agree with the assertion that any provision of this Agreement may be construed to relieve an insurer of any obligation to pay claims to a Company, the Shareholder Services Agent or other parties that would otherwise be a covered claim in the absence of any provision of this Agreement. Article 17
Notices
Each notice required by this Agreement shall be given in writing and delivered personally, mailed by certified mail or sent by facsimile or other means of electronic communication to the other party at the following address or such other address as each party may give notice to the other: If to the Shareholder Services Agent, to: Terry Burns, Assistant Vice President One American Square, PO Box 368 Indianapolis, IN 46206 Telephone: 317-285-1618 Facsimile: 317-285-1488 E-Mail:
[email protected] If to the Company or any Portfolio, to: DIMENSIONAL INVESTMENT GROUP INC. or DFA INVESTMENT DIMENSIONS GROUP INC. (as applicable) 9
6300 Bee Cave Road, Bldg One Austin, Texas 78746 Attention: Legal Department and Operations Supervisor Telephone: (512) 306-7400 Facsimile: (512) 306-7426 E-Mail:
[email protected] A notice given pursuant to this Article 17 shall be deemed given immediately when delivered personally or sent by facsimile or electronic communication with confirmation of receipt and three (3) days after the date of certified mailing. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Article 18
Governing Law; Consent to Jurisdiction
Section 18.1 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without giving effect to conflicts of law principles thereof which might refer such interpretations to the laws of a different state or jurisdiction. Section 18.2 Any suit, action or proceeding arising out of this Agreement may be instituted in any Federal Court sitting in Travis County State of Texas, United States of America, and the parties irrevocably submit to the exclusive jurisdiction of any such court in any such suit, action or proceeding and waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any such suit, action, or proceeding, brought in such a court and any claim that such suit, action, or proceeding was brought in an inconvenient forum. Article 19
Complete Agreement
This Agreement and the Schedules and Exhibits attached hereto contain the full and complete understanding of the parties and supersede all prior representations, promises, statements, arrangements, agreements, warranties and understandings between the parties with respect to the subject matter hereof, whether oral, written, express or implied. Article 20
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. Article 21
Assignment
Neither this Agreement nor any rights or obligations hereunder may be assigned by any party without the prior written consent of the other party, but this Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and permitted assigns. Article 22
Survival
The provisions of Articles 4, 9, and 13 and Section 15.5 shall survive the termination of this Agreement. Article 23
Captions
The paragraph headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 10
Article 24
Severability; Conflicts
If any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. If there is any conflict between the provisions in this Agreement and those of the prospectus and statement of additional information of any Portfolio, the prospectus and statement of additional information shall govern. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Article 25
Non-Exclusivity
The parties acknowledge that any other party may enter into similar agreements with other parties relating to providing similar services to the Company, the Portfolios or other open-end investment companies. Article 26
Proprietary Rights
Except with respect to a list of fund offerings, neither the Shareholder Services Agent nor its agents or designees shall, without the prior written consent of the Company, use the name or trademark of the Company, Dimensional, DFAS or the Portfolios. The forwarding of any prospectus, proxy statement, shareholder report or any other document originating from the Company, Dimensional, DFAS or the Portfolios shall not be deemed to be a violation of this provision. Upon termination of this Agreement for any reason, the Shareholder Services Agent and its agents and designees shall immediately cease all use of any name or trademark of the Company, Dimensional, DFAS or the Portfolios. 11
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of the day and year first above written. SHAREHOLDER SERVICES AGENT: American United Life Insurance Company By:
/s/ Terry W. Burns
Name: Terry W. Burns Title:
Assistant Vice President
OneAmerica Securities, Inc. By:
/s/ Nicholas A. Filing
Name: Nicholas A. Filing Title:
President, OneAmerica Securities, Inc
DIMENSIONAL INVESTMENT GROUP INC. on behalf of its portfolios listed on Schedule B as amended from time to time by the Company in its sole discretion By:
/s/ Valerie A. Brown
Name: Valerie A. Brown
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Title:
Vice President
DFA INVESTMENT DIMENSIONS GROUP INC. on behalf of its portfolios listed on Schedule B as amended from time to time by the Company in its sole discretion By:
/s/ Catherine L. Newell
Name: Catherine L. Newell Title:
Vice President and Secretary 12
SCHEDULE A DUTIES OF THE SHAREHOLDER SERVICES AGENT The Shareholder Services Agent shall perform shareholder services in accordance with the procedures, each as set forth in this Schedule A. Except as otherwise indicated below the Shareholder Services Agent shall be required to perform the shareholder services with respect to both Class R1 Shares and Class R2 Shares. (For the avoidance of doubt, nothing herein shall prevent the Shareholder Services Agent from performing services outside the scope of this Agreement.) 1.
Omnibus Account Information
(a) The Shareholder Services Agent shall open and maintain one or more Omnibus Accounts on the books and records of the Portfolios, with the Shareholder Services Agent as nominee for the Plan(s), with respect to the Plan(s) to which it provides Shareholder Services. (b) Upon the opening of each such Omnibus Account, the Shareholder Services Agent will identify to the Company, the name of the Plan(s) on whose behalf the account is being opened (and the name of the financial advisor(s) of such Plans, if applicable) and shall subsequently identify to the Company the name of each Plan (and the name of the financial advisor(s) of such Plan, if applicable) that is added as a participant to the Omnibus Account. (c) The Shareholder Services Agent shall maintain a record of the number of Class R1 Shares and Class R2 Shares of each Portfolio held by the Omnibus Accounts on behalf of each Plan and each of its Beneficiaries. (d) The Shareholder Services Agent shall also provide the Company, within five (5) business days of the end of each month, with a report, substantially in the form attached hereto as Exhibit 2 (or as otherwise agreed upon by the Company), as of the end of the prior month. (e) The Company or its agent will provide to the Shareholder Services Agent: (i) daily confirmations of Omnibus Account activity within five business days after each day on which a purchase or redemption of Class R1 Shares or Class R2 Shares is effected for the particular Omnibus Account, (ii) monthly statements detailing activity in each Omnibus Account within ten business days after the end of each month and (iii) such other statements as reasonably requested.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2.
Participant Services
(a)
Services Applicable to Both Class R1 Shares and Class R2 Shares
(i) The Shareholder Services Agent shall: (A) maintain separate records for each Beneficiary that reflect the Class R1 Shares and Class R2 Shares of each Portfolio purchased, redeemed and transferred and the share balances in Class R1 Shares and Class R2 Shares of each Portfolio; (B) disburse or credit to each Beneficiary all proceeds of redemptions of Class R1 Shares and Class R2 Shares of the Portfolios and all dividends and other distributions not reinvested in Class R1 Shares or Class R2 Shares of the Portfolios; and (C) maintain records of the residence or company address and taxpayer identification number of each Beneficiary. (ii) The Shareholder Services Agent shall investigate all inquiries from Beneficiaries and Plan Representatives relating to interests of Beneficiaries in the Omnibus Accounts and shall respond to all communications from Beneficiaries, Plan Representatives and other persons having an interest in a Plan relating to the Shareholder Services Agents duties 13
hereunder and such other correspondence as may from time to time be mutually agreed upon between the Shareholder Services Agent and the Company. (b)
Services Applicable to Class R2 Shares Only
(i) The Shareholder Services Agent shall provide Website access to each Plan and/or Beneficiary, showing: (i) the total ownership in each investment option which contains the Class R2 shares by the Plan or Beneficiary as of the statement closing date; and (ii) purchases and redemptions in the investment options which contain the Class R2 shares by each Plan and/or Beneficiary during the period covered by the statement. (ii) The Shareholder Services Agent shall make available to Beneficiaries an automated voice response unit (VRU) for telephone inquiries and investment instructions. The Shareholder Services Agent shall implement commercially reasonable security measures, consistent with industry standards, designed to control access to the VRU. The Shareholder Services Agent shall use its best efforts to provide uninterrupted access to the VRU sufficient to accommodate the reasonably expected level of use by the Beneficiaries and, to the extent within its control, shall perform required maintenance of the VRU and related equipment only during hours that United States securities markets are not open for business. The Shareholder Services Agent shall make personnel available to answer Beneficiary questions concerning their accounts. 3. Mailing Communications. The Shareholder Services Agent shall forward to the appropriate Plan or its designee all reports to shareholders, dividend and distribution notices, prospectuses and other legally required disclosure documents. 4.
Proxy Materials.
(a) Services Applicable to Both Class R1 Shares and Class R2 Shares. In the event that the Company issues proxy materials for a meeting of shareholders of any Portfolio, the Company shall forward to the Shareholder Services Agent a quantity of such materials it deems to be legally sufficient. The Shareholder Services Agent shall forward to the appropriate Plan or its designee all such proxy materials for each Portfolios meetings of shareholders. (b) Services Applicable to Class R2 Shares Only. In connection with meetings of shareholders, the Shareholder Services Agent shall to the full extent permitted under the Shareholder Services Agents agreements with the Plans and in accordance with applicable laws, use its best efforts to assist the Portfolios and their designated agents in obtaining timely voting instructions from the Plans and/or its Beneficiaries pertinent to any Portfolio proxy solicitation in order to cast votes at a shareholder meeting. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
5.
Transactions in Shares.
(a) Acceptance of Orders to Purchase Shares. The Shareholder Services Agent, as a limited agent of the Portfolios, shall receive for acceptance all orders from Plans and/or Beneficiaries for the purchase of Class R 1 Shares and Class R2 Shares of the Portfolios on each business day the New York Stock Exchange is open for regular business (Business Day), stamp each order with, or maintain a record of, the date and time received, and shall process each order in accordance with the purchase procedures set forth in each Portfolios then current prospectus and statement of additional information. Only with respect to transmission of orders to the Portfolios by the Shareholder Services Agent (see Section 7(b)) and settlement of orders by the Shareholder Services Agent or the Portfolios (see Section 7(c)), a Business Day shall also include any day on which the NSCCs Defined Contribution Clearance and Settlement (OCC&S) System is open to transmit and settle such orders, even if on such day the New York Stock Exchange is closed for regular business. Orders will be transmitted as provided in Section 7 below; 14
(b) Recordation of the Issuance of Shares. The Shareholder Services Agent shall, pursuant to such purchase instructions, coordinate with the transfer agent of a Portfolio to issue the appropriate number of Class R1 Shares and/or Class R2 Shares and record such Class R Shares in the appropriate Omnibus Account. The Shareholder Services Agent shall record the issuance of the Class R1 Shares and/or Class R2 Shares to the Plan and maintain a record of the total number of such Class R Shares which are so issued, based upon data provided to the Shareholder Services Agent by the Portfolios transfer agent. Such Class R1 Shares and/or Class R2 Shares shall be reflected on appropriate accounts maintained by the Shareholder Services Agent reflecting outstanding Class R1 Shares and/or Class R2 Shares attributed to the individual accounts of a Plan or Beneficiary. 6.
Transfer and Redemption
(a) Requirements for Transfer or Redemption of Shares. The Shareholder Services Agent, as a limited agent of the Portfolios, shall process all instructions from Beneficiaries or Plans to transfer or redeem Class R1 Shares and/or Class R2 Shares in accordance with the transfer or repurchase procedures set forth in each Portfolios then current prospectus and statement of additional information. The Shareholder Services Agent shall transfer or redeem such Class R Shares upon receipt of oral or written instructions or otherwise pursuant to the Portfolios then current prospectus and statement of additional information. Any cash redemption limitations applicable to a Portfolio shall apply at the Omnibus Account level and not at the Plan or Beneficiary level. (b) Notice to Transfer Agent and the Portfolios. When Class R1 Shares and/or Class R2 Shares are redeemed (including the redemption side of a transfer), the Shareholder Services Agent shall, upon receipt of the instructions and documents in proper form, timely deliver to the Portfolio or its transfer agent through NSCC, a notification setting forth the number of Class R1 Shares and/or Class R2 Shares to be redeemed. Such Class R Shares shall be reflected on appropriate accounts maintained by the Shareholder Services Agent reflecting interests in outstanding Class R Shares attributed to the individual accounts of a Plan or Beneficiary. (c) Payment of Redemption Proceeds. The Shareholder Services Agent shall, upon receipt of the monies paid to it by the Company for the redemption of Class R Shares, pay or credit such monies to the appropriate Plans and/or Beneficiaries. The Shareholder Services Agent shall not process or effect any redemption with respect to Class R Shares of a certain Portfolio after receipt by the Shareholder Services Agent of notification of the suspension of the determination of the net asset value of such Portfolio. 7.
Procedures
(a) Transmission of Instructions. The procedures to be followed for purchases, redemptions, and exchanges pursuant to Sections 5 and 6 of this Schedule A shall be as set forth in this Section 7. The purchase price for Class R1 Shares and Class R2 Shares shall be either the applicable net asset value of such Class R1 Shares or Class R2 Shares or the applicable net asset value of such Class Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
R Shares plus any applicable fees, as described in the then current Prospectus for the applicable class of the applicable Portfolio. For each class of each Portfolio and for each Omnibus Account maintained by the Shareholder Services Agent with such Portfolio, the Shareholder Services Agent shall transmit to NSCC (which shall forward the information to the transfer agent for each Portfolio), no more than ten aggregate purchase orders as follows: (i) (ii)
5 purchase orders for each Omnibus Account expressed in dollars (sent via NSCCs DCC&S System); and 5 purchase orders for each Omnibus Account expressed in shares (sent via NSCCs DCC&S System);
and no more than ten aggregate redemption orders as follows: 15
(1) (2)
5 redemption orders for each Omnibus Account expressed in dollars (sent via NSCCs DCC&S System); and 5 redemption orders for each Omnibus Account expressed in shares (sent via NSCCs DCC&S System);
each of which reflects the aggregated effect of all purchases and all redemptions of the relevant Class R Shares in such categories based upon instructions from the Plans and/or Beneficiaries (collectively, Instructions) received prior to the Close of Trading on a given Business Day (Trade Date). Close of Trading shall mean 4:00 p.m. Eastern Time on a Business Day or at such other time as the net asset value of a Portfolio is calculated, as disclosed in the relevant then current prospectus(es). On any given Business Day, the Shareholder Services Agent shall accept Instructions in proper form from Plans and/or Beneficiaries (or if applicable, their servicing agents) up to the Close of Trading, but in no event shall the Shareholder Services Agent accept Instructions that have been received by the Shareholder Services Agent after the Close of Trading on such Business Day. Instructions received in proper form by the Shareholder Services Agent after the Close of Trading on any Business Day shall be treated as if received on the next following Business Day. (b) Transmission Deadlines for Plans. The transmission of orders for Plans will be accepted by the Company only if provided through NSCCs DCC&S System in the file delivered to the Company or its transfer agent prior to 6:30 a.m. Eastern Time (currently NSCC Cycle 8) on the next Business Day following the Trade Date. Any information delivered to the Company after such 6:30 a.m. Eastern Time file is received will be rejected by the Company or its agent, subject to the Companys sole discretion to accept any trade. In the event that NSCC systems are not functioning on a given Business Day, the Shareholder Services Agent may transmit Instructions to the Company, its transfer agent or as otherwise directed by the Company via facsimile by 7:30 a.m. Eastern Time on the next Business Day following the Trade Date. However, this paragraph will not be applicable to Instructions which have already been entered into NSCC but not received by the Company or its transfer agent. The Shareholder Services Agent must notify the Company of the existence of any such Instructions, and the Company and its transfer agent will use commercially reasonable efforts to process those Instructions in a mutually satisfactory manner. Notwithstanding the foregoing, on a limited basis, Sub-Administrator may transmit instructions until 9:00 a.m. Eastern Time via NSCC Cycles 9 through 12 on the next Business Day following the Trade Date for corrections to Instructions already submitted for contingency purposes. (c) procedures.
Settlement. Aggregated purchase and net redemption transactions shall be settled in accordance with NSCC rules and
In the event that NSCC systems are not functioning on a given Business Day (i) for net purchase Instructions, the Shareholder Services Agent shall wire payment, or arrange for payment to be wired by the Shareholder Services Agents designated bank, in immediately available funds, to the Portfolios custodial account; and (ii) for net redemption Instructions, the Company or its transfer Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
agent shall wire payment, or arrange for payment to be wired, in immediately available funds, to an account designated by the Shareholder Services Agent in writing. Wires from the Shareholder Services Agent must be received no later than the close of the Federal Reserve Wire Transfer System on the next day following the Trade Date on which the Federal Reserve Wire Transfer System is open. In the event that the total redemption order for anyone Business Day shall exceed dollar limits set for each Portfolio by the Company, such Portfolio shall have the option of (i) settling the redemption on the second Business Day following trade date through the NSCCs money settlement process, (ii) settling the redemption outside of Fund/SERV, if necessary as determined in the discretion of the Company, at any time within seven (7) days after receipt of the redemption order in accordance with 16
provisions of the Investment Company Act of 1940, or (iii) in any other manner provided for in the Portfolios then current prospectus and statement of additional information. Nothing herein shall prevent a Portfolio from delaying or suspending the right of purchase or redemption in accordance with the provisions of the Investment Company 1940 Act and the rules thereunder. (d) Errors. The Shareholder Services Agent shall be solely responsible for the accuracy of any Instruction transmitted to the Company or its transfer agent via NSCC systems or otherwise, and the transmission of such Instruction shall constitute the Shareholder Services Agents representation to the Company that the Instruction is accurate, complete and duly authorized by the Plans and their Beneficiaries whose Portfolio shares are the subject of the Instruction. The Shareholder Services Agent shall assume responsibility for any loss to the Portfolio or its agent caused by a cancellation or correction made subsequent to the date as of which an Instruction has been placed, and the Shareholder Services Agent will immediately pay such loss to the Company or such Portfolio upon notification. Each party shall notify the other of any errors or omissions in any information and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. The Shareholder Services Agent agrees to maintain reasonable Errors and Omissions insurance coverage commensurate with the Shareholder Services Agents responsibilities under this Agreement. In the event of an error in the computation of a Portfolios net asset value per share, the Portfolio will follow the then current policy adopted for the sale and distribution of Portfolio shares regarding appropriate error correction standards. Any gain to the Shareholder Services Agent, a Plan or its servicing agent or Beneficiary attributable to the incorrect calculation or reporting of the daily net asset value shall be immediately returned to the Portfolio. The Shareholder Services Agent agrees to make commercially reasonable efforts to recover from the Plan or its servicing agent or Beneficiary any material losses incurred by the Company or the Portfolio as a result of the foregoing. 8.
Pricing Information and Dividends
The Shareholder Services Agent will receive pricing and dividend rate and capital gain distribution rate information and payments through the NSCC system. With respect to the payment of distributions, upon request from the Company, with respect to each Portfolio and class, the Shareholder Services Agent will promptly provide the Company with an estimate of the cash payout amount which will be required for Beneficiaries of Plans who have elected to receive their distributions in cash and an estimate of the reinvestment amount which will be required for Beneficiaries of Plans who have elected reinvestment of distributions. 9.
Blue Sky Reports
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
The Portfolios are obligated to provide information to the relevant state securities administrators regarding sales of Class R1 Shares and Class R2 Shares in all applicable states. In order to accurately register the Portfolios shares for sale in all necessary jurisdictions, the Shareholder Services Agent represents, warrants and covenants that the relevant Plans investing in the Portfolios are qualified retirement plans organized under Section 401 (a) or 401 (k) of the Internal Revenue Code or employer sponsored non-qualified deferred compensation plans resident in the states reflected on the monthly report as the state of the underlying agent, and (please check one that applies): x
1.
The Shareholder Services Agent will provide a monthly report, transmitted electronically in a spreadsheet format to Company, or transmitted (i) as an electronic feed directly to ClearSky (a/k/a ABD), (ii) via Surpass sub-accounting platform, or (iii) via State Streets DST program. The report must be received by 17
the Portfolio no later than ten (10) calendar days after the end of the month for which such report is due and shall be substantially in the format set forth in Exhibit 1 or as otherwise agreed upon by the Portfolio; or o
2.
As an alternative to such report, a qualifying Shareholder Services Agent may be eligible to report all sales of Class R 1 and R2 Shares as sold in the state in which the Shareholder Services Agent is resident. The Shareholder Services Agent must exercise sufficient fiduciary control over the account such that the Shareholder Services Agent (and not the underlying investor) is deemed to be the Portfolios investor for purposes of the relevant state securities laws. By checking the box, the Shareholder Services Agent hereby represents, warrants and covenants that the above statement is true, and names the state in which the Shareholder Services Agent is deemed resident:
If at any time during the term of the Agreement these representations are no longer accurate, the Shareholder Services Agent shall promptly notify the Company in writing. 18
SCHEDULE B All capitalized terms not otherwise defined in this Schedule B have the meaning set forth in the Shareholder Services Agreement. Date: April 6, 2011 I.
Pursuant to the terms of the Shareholder Services Agreement for Class R 1 Shares and Class R2 Shares, as amended from time to time, the Shareholder Services Agent may effect transactions in the Class R1 Shares and the Class R2 Shares of the following Portfolios for any Plan: A.
DFA Investment Dimensions Group Inc. available Portfolios:
Fund Name
Symbol
Cusip#
U.S. Targeted Value Class R1 Shares
DFTVX
233-203-231
U.S. Targeted Value Class R2 Shares
DFTPX
233-203-256
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
B.
Dimensional Investment Group Inc. available Portfolios:
Fund Name
Symbol
Global Equity Portfolio Class R2 Shares Global 60/40 Portfolio Class R2 Shares Global 25/75 Portfolio Class R2 Shares DFA International Value Class R2 Shares
DGERX DFPRX DFGPX OFIPX
Cusip#
254-34D-682 254-340-666 254-340-641 254-340-625
II. Pursuant to the terms of the Shareholder Services Agreement for Class R 1 Shares and Class R2 Shares, as amended from time to time, the Shareholder Services Agent must obtain prior written approval from Dimensionals Director of Institutional Services, Director of Financial Advisor Services or their respective designees prior to allowing any Plan to purchase Class R1 Shares or Class R2 Shares in the following Portfolios: DFA Investment Dimensions Group Inc. available Portfolios: Fund Name
Symbol
Emerging Markets Value Class R2 Shares
OFEPX
Cusip #
233-203-173 19
SCHEDULE C Class R1 Shares For the Shareholder Services provided to a Plan and its Beneficiaries by the Shareholder Services Agent, a Portfolio shall pay Shareholder Services Fees each month in an amount equal to the average daily net assets invested in the Class R1 Shares of such Portfolio by the Plan during the month multiplied by 10 basis points divided by 12. Class R2 Shares For the Shareholder Services provided to a Plan and its Beneficiaries by the Shareholder Services Agent, a Portfolio shall pay Shareholder Services Fees each month in an amount equal to the average daily net assets invested in the Class R2 Shares of such Portfolio by the Plan during the month multiplied by 25 basis points divided by 12. 20
SCHEDULE D Rule 22c-2 Provisions 1.
Agreement to Provide Information. The Shareholder Services Agent (hereafter, an Intermediary) agrees to provide Dimensional Investment Group Inc. and/or DFA Investment Dimensions Group Inc. (each, the Fund), upon written request, the taxpayer identification number (TIN), the Individual/lnternational Taxpayer Identification Number (ITIN) \ or other government-issued identifier (Gil), if known, of any or all Shareholder(s) of the account and the amount, date, name or other Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
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. 1.1.
Period Covered by Request. Unless otherwise directed by the Fund, Intermediary agrees to provide the information specified in Section 1 for each trading day.
1.2.
Form and Timing of Response.
1.3.
1.2.1.
Intermediary agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in Section 1. If requested by the Fund or its designee, Intermediary agrees to use its best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in Section 1 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 Section 1 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),
1.2.2.
Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.
1.2.3.
To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.
Limitations on Use of Information. The Fund agrees not to use the information received from the Intermediary for the Funds use in external solicitation or marketing to shareholders without the prior written consent of the Intermediary. The Fund is permitted to use the information received from the Intermediary for the Funds internal purposes, including monitoring compliance with the Funds internal policies, procedures and practices. The Fund agrees to keep any non-public information furnished by the Intermediary confidential consistent with the Funds then current privacy policy, except as necessary to comply with federal, state, or local laws, rules, or other applicable legal requirements.
According to the IRS website, the ITIN refers to the Individual Taxpayer Identification number, which is a nine-digit number that always begins with the number 9 and has a 7 or B in the fourth digit, example 9XX-7X-XXXX .. The IRS issues ITINs to individuals who are required to have a U.S. taxpayer identification number but who do not have, and are not eligible to obtain a Social Security Number (SSN) from the Social Security Administration (SSA). SEC Rule 22c-2 inadvertently refers to the ITIN as the International Taxpayer Identification Number. 21
2.
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 that has been identified by the Fund as having engaged in transactions in the Funds Shares (directly or indirectly through the Intermediarys 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.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
3.
2.1.
Form of Instructions. Instructions to restrict or prohibit trading 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 Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
2.2.
Timing of Response. Intermediary agrees to execute instructions from the Fund to restrict or prohibit trading as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Intermediary.
2.3.
Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
Definitions. For purposes of this Schedule D: 3.1.
The term Fund includes the Funds principal underwriter and transfer agent. The term not does include any excepted funds as defined in SEC Rule 22c-2(b) under the 1940 Act?
3.2.
The term Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Intermediary.
3.3.
The term Shareholder means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name; except: 3.3.1.
with respect to retirement plan recordkeepers, the term Shareholder means the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares; and
3.3.2.
with respect to insurance companies, the term Shareholder means the holder of interests in a variable annuity or variable life insurance contract issued by the Intermediary.
3.4.
The term written includes electronic writings and facsimile transmissions.
3.5.
The term Intermediary shall mean a financial intermediary as defined in SEC Rule 22c-2.(3)
(2) As defined in SEC Rule 22c·2(b). the term excepted fund means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund. Financial intermediary is defined in SEC Rule 22c-2(c)(1) as: (i) any broker, dealer, bank, or other entity that holds securities of record issued by the fund, in nominee name; (ii) a unit investment trust or fund that invests in the fund in reliance on section 12(d)(1)(E) of the Act (15 U.S.C. 22
3.6.
The term purchase does not include the automatic reinvestment of dividends.
3.7.
The term promptly as used in Section 1.2 shall mean as soon as practicable but in no event later than 10 business days from the Intermediarys receipt of the request for information from the Fund or its designee. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
80a-12(d)(1)(E)); and (iii) in the case of a participant-directed employee benefit plan that owns the securities issued by the fund, a retirement plans administrator under section 3(16)(A) of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002(16)(A)) or any entity that maintains the plans participant records. 23
EXHIBIT 1: Form of Blue Sky Reports 24
Account_ID
Account_Code
MB MC NK M4 M2 MA MB M1 MA MB
BrokeUD
AA39967 AA39967 AA39967 AA32412 AA56750 AA08338 AA08338 AA39967 AA39967 AA39967
Zip
Plan_ID
G12345 G12344 G12333 G12222 G11111 G54321 G55432 G55543 G55554 G55555
Broker_LastName
PHILLIPS BAUER THORNBURGH MURDOCK BURNS GILL ECCLESTON PEANUT BOTHAM RNOT
RIA_ID
RIA_LastN
Plan_Name
Account Assets
SAMPLE PLAN NAMER 1 SAMPLE PLAN NAMER 2 SAMPLE PLAN NAMER 3 SAMPLE PLAN NAMER 4 SAMPLE PLAN NAMER 5 SAMPLE PLAN NAMER 6 SAMPLE PLAN NAMER 7 SAMPLE PLAN NAMER 8 SAMPLE PLAN NAMER 9 SAMPLE PLAN NAMER 10
Broker_FirstName
JOE DARRELL L ERIC JANE TERRY JOE MIKE SNOOP TRACI RTWO
RIA_FirstN
98396.07 112539.07 41597.2 5075.82 525.88 116514.48 353511.17 23817.32 3421.92 124682.98
Broker_Entity
NRP FINANCIAL INC TRUSTMONT FINANCI DUNN AND ASSOC BE RETIREMENT RESOUI UNDEFINED UNDEFINED LINCOLN FINANCIAL WATERSTONE FINAN LINCOLN FINANCIAL LlNSCO/PRIVATE LED
RIA_City
RIA_State
66503 66503 66503 95678 63130 43016
Plan_Assets
12814611.38 12814611.38 12814611.38 311914.64 6004.62 8527999.04 8527999.04 3876330.02 3876330.02 3876330.02
City
MANHATTAN MANHATTAN MANHATTAN ROSEVILLE SAINT LOUIS DUBLIN DUBLIN MANHATTAN MANHATTAN MANHATTAN
RIA_Zip
State
KS KS KS CA MO OH OH KS KS KS
RIA_Affilial RepJD
AA36538 AA36538 AA36538 AA36538 AA36538 AA36538 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
43016 66503 66503 66503
Rep_LastN
AA36538 AA3653& AA36538 AA36538
Date
Inv_Name Cusip
BARDEN
INDIANAP
IN
46204
20101231
ABC FUND 25085408
SHANKS
INDIANAP
IN
46204
20101231
XYZ FUND 25085101
FROST
INDIANAP
IN
46204
20101231
123 FUND 25083841
MARKETING SERVIC
INDIANAP
IN
46204
20101231
321 FUND 25083502
HYPO
INDIANAP
IN
46204
20101231
101 FUND 02507M30:
FOGLE
INDIANAP
IN
46204
20101231
123 FUND 25085705
BOCA
INDIANAP
IN
46204
20101231
321 FUND 25085408
HABER
INDIANAP
IN
46204
20101231
101 FUND 24936304
BOTHAM
INDIANAP
IN
46204
20101231
909 FUND 25085705
UNSER
INDIANAP
IN
46204
20101231
321FUND 25085408
Code_Desc
RepFirstl
Rep_City
Trans_Quantity
Rep_State
Rep_Zip
Purchase_Amount
Redemption_Amount
21244.23 21724.39 22582.01 23001.78 23275.7 24116.45 24536.8 24630.66 24635.47 25114.82
EXHIBIT 2: Form of Monthly Reports See Exhibit 1. 25
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
-75.31 0 0 -4099.33 -25900.34 -1109.1 -6473.07 0 0 -1003.6
Transaction_Type
NCF _Amount
21168.92 21724.39 22582.01 18902.45 -2624.64 23007.35 18063.73 24630.66 24635.47 24111.22
Exhibit 99.8.57 FORM N-4, ITEM 24(b)(8.57) Form of of Consent to Assignment of Agreement between American United Life Insurance Company and FAF Advisors, Inc. U.S. Bancorp Fund Services, Quasar Distributors LLC and Nuveen Investments, LLC CONSENT TO ASSIGNMENT OF AGREEMENT The undersigned hereby consents to the assignment of the agreements identified below (the Agreements) by FAF Advisors, Inc. (FAF), U.S. Bancorp Fund Services, LLC (USBFS), and Quasar Distributors, LLC (Quasar), respectively, that will occur upon the closing of the purchase of FAFs long-term asset management business by Nuveen Investments, Inc. (Nuveen), which is subject to customary closing conditions (the Assignment). The undersigned understands that the Agreements will be assigned to Nuveen Investments, LLC, a registered broker-dealer and wholly owned subsidiary of Nuveen. The undersigned hereby acknowledges and agrees that upon consummation of the Assignment, the Agreements will continue in full force and effect and services will be provided under the same terms and conditions as such services are currently being provided to FAF, USBFS, and Quasar. Notwithstanding anything contained herein to the contrary, by executing this Consent to Assignment of Agreement (Consent) in the space provided below, you hereby consent to the Assignment and waive any breach of, potential event of default under, termination of, right of termination under or notice required to be given under the Agreements arising from, caused by or as a result of the Assignment. This waiver includes, but is not limited to, any breach of any representation or warranty that would arise as a result of Nuveen Investments, LLC being the distributor of the funds rather than the investment advisor and administrator of the funds. You further agree that, upon consummation of the Assignment, all references in the Agreements to FAF . or Quasar shall be deemed references to Nuveen Investments, LLC. This Consent is binding on the undersigned and its affiliates, successors and assigns, and inures to the benefit of FAF, USBFS, Quasar, Nuveen Investments, LLC, and their respective affiliates, successors and assigns. This Consent cannot be amended, supplemented or otherwise modified except in writing signed by FAF, USBFS, Quasar and the undersigned. Agreements to be assigned: · · ·
Services and Recordkeeping Agreement dated October 19, 2006 between American United Life Insurance Company and FAF Advisors, Inc., as amended; Trust Fund/SERV Agreement dated July 17, 2007 between U.S. Bancorp Fund Services, LLC and American United Life Insurance Company; and Trust Networking Agreement dated July 17, 2007 between Quasar Distributors, LLC and American United Life Insurance Company.
Signature:
/s/ Terry W. Burns
Name:
Terry W. Burns
Title:
Assistant Vice President
Firm:
American United Life Insurance Company
Date:
November 11, 2010
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.58 FORM N-4, ITEM 24(b)(8.58) Form of Shareholder Services Agreement between American United Life Insurance Company, OneAmerica Securities, Inc. and Managers Distributors, Inc. SHAREHOLDER SERVICES AGREEMENT THIS SHAREHOLDER SERVICES AGREEMENT (this Agreement) is made and entered into as of September 27,2010 by and among American United Life Insurance Company and OneAmerica Securities, Inc. (collectively referred to as Service Provider), Managers Investment Group LLC (the Company), an investment adviser registered with the Securities and Exchange Commission (the SEC) under the Investment Advisers Act of 1940 (the Advisers Act), and, with respect to Sections 5(d), 6(d) and 11(b) of this Agreement only, Managers Distributors, Inc. (MDI), a broker-dealer registered with the SEC under the Securities and Exchange Act of 1934, as amended (the 1934 Act) arid a member of the Financial Industry Regulatory Authority (FINRA). WHEREAS, Service Provider desires to make available for purchase by its customers shares of one or more of the funds identified in Attachment A attached hereto (each, a Fund and together, the Funds), each of which is a series of a Massachusetts business trust (the Trust) registered as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act). Such Attachment A may be amended, in writing, from time to time by the parties hereto; and WHEREAS, Service Provider may have been requested by the sponsors ·of qualified employee benefit plans (the Plans or individually, the Plan, and together with Service Providers other customers, the Customers) to offer as investment options under such Plans shares of one or more of the Funds and to provide record keeping and related administrative services on behalf of such Plans to the participants under such Plans (the Participants or individually, the Participant), including daily valuation and aggregating and processing of orders for investment and reinvestment of assets in the various investment options available under the Plans; and WHEREAS, on the terms and conditions hereinafter set forth, the parties desire to make shares of the Funds available to Customers and Participants and to retain Service Provider to perform certain administrative services on behalf of the Funds, and Service Provider is willing and able to furnish such services; NOW, THEREFORE, Service Provider and the Company agree as follows: 1. Transactions in the Funds. Subject to the terms and conditions of this Agreement, the Company will make shares of the Funds available to be purchased, exchanged, or redeemed, by or on behalf of the Customers at the appropriate offering price and applicable minimal initial and subsequent purchase requirements applicable to each order, and in accordance with all other terms and conditions applicable to transactions in the Funds, in each case as described in each Funds then current prospectus, as supplemented from time to time (the Prospectus), and statement of additional information, as supplemented from time to time (the SAI), and as may be communicated in writing to the Service Provider by the Company from time to time. Service Provider shall maintain one account per Customer or, in the case of a Plan, one
omnibus account per Fund (an Account) unless the parties otherwise agree to maintain one account per Participant per Fund. Service Provider shall provide to the Company five Business Days (as defined below) prior notice that Service Provider intends to open any additional Account(s). Service Provider agrees that should it fail to provide timely notice to the Company with respect to a new Account, such Account shall not be deemed to exist for purposes of computing payments to Service Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Provider under this Agreement until five Business Days after Service Provider provides notice of such additional account. The Funds shares shall be purchased and redeemed by the Customers on a net basis in such quantity and at such time as determined by Service Provider to correspond with investment instructions received by Service Provider from the Customers. Dividends and capital gains distributions will be automatically reinvested in full and fractional shares of the Funds. Unless at the time of transmitting an order Service Provider advises the Company and the transfer agent for the Funds to the contrary, the Funds may consider an order for shares to be the aggregate order of a Customer and assume that the Customer is not entitled to any reduction in sales price beyond that accorded to the amount of the purchase as determined by the schedule set forth in the Prospectus. Each Fund may be offered in more than one class of shares in accordance with such Funds Prospectus and SAI. Purchases of any class of shares of any of the Funds are subject to the Companys compliance standards and compliance with Applicable Law. Service Provider acknowledges that (a) certain classes of investors including those that are affiliated with the Company and with Service Provider (and their families) may have special purchase rights, (b) certain classes of shares of the Funds may be available only in connection with purchases for or by specific types of Plans, or may be available only to groups of purchasers, or to retirement plans purchasing on behalf of a group of retirement plan participants that meet the requirements of each of the Funds as to the size of such groups, the number of retirement plan participants, and/or the minimum investment requirements, in each case as set forth in the Funds Prospectus and SAI, and (c) additional Funds and classes of shares of one or more of the Funds may be added to this Agreement from time to time. 2. Administrative Services. Service Provider agrees to provide all administrative services for the Customers, including but not limited to, those specified in Attachment B (the Administrative Services). The Company shall not be required to provide Administrative Services for the benefit of the Customers. Service Provider representatives shall not make any statements that indicate otherwise to the Customers. Service Provider agrees that it will maintain and preserve all records in a form acceptable to the Company as required by Applicable Law or its agreements with the Customers 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. Service Provider will permit the Company or its representative to have reasonable access to its personnel and records in order to facilitate the monitoring of the quality of the Administrative Services. 3.
Processing and Timing of Transactions.
(a) The Company hereby appoints Service Provider as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares from the Customers. 2
(b) On each day the New York Stock Exchange (NYSE) is open for business (each, a Business Day), the Company will provide to Service Provider, for each Fund, the confirmed net asset value information, dividend and capital gain information, and in the case of fixed income funds, the daily accrual for interest rate factor determined at the close of trading of the NYSE. The Company shall use its reasonable best efforts to provide such information to Service Provider by means of facsimile or electronic transmission by 6:30 p.m. eastern time on each Business Day for each Fund. (c) Service Provider shall communicate to the Company by 9:00 a.m. eastern time on each Business Day, through means of electronic transmission or facsimile, as agreed by the parties from time to time, a report of all trading activity that occurred in each Account with respect to each Fund as of the transaction cut-off time described in the Funds Prospectus on the prior Business Day (the Cut-Off Time). The report shall aggregate and calculate all purchase, redemption and exchange orders for shares of a Fund that it has received from Customers prior to the Cut-Off Time and shall not include any purchase, redemption or exchange orders for shares of a Fund that it has received from Customers after the Cut-Off Time. If, for any reason, Service Provider is unable to timely Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
transmit such report to the Company, Service Provider shall immediately notify the Company to obtain an alternate method of transmission. The day on which an order is executed by the Company pursuant to the provisions set forth above is referred herein as the Effective Trade Date. (d) Upon the timely receipt from Service Provider of the report described in paragraph (c) above, the Company will execute the purchase or redemption transactions (as the case may be) at the net asset value computed as 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 Customer (for net purchases) or by the Funds (for net redemptions) to the Account designated by the appropriate receiving party on the Business Day next following the Effective Trade Date. (e) Service Provider agrees that it intends to clear trades through, and make use of, NSCC/FundServ (the Service). In doing so, Service Provider agrees that it will execute, or has previously executed, a separate Networking Agreement with the Company or its designee before Service Provider can effectuate trades through the Service. All information regarding the clearance of Fund purchase, redemption and exchange orders by Customers shall be passed through this Service and to the extent that there are transaction deadlines under this Agreement, the Services deadlines shall control, subject at all times to the transaction deadlines described in each Funds Prospectus. (f) Service Provider agrees to take such steps as may be necessary to ensure that each Customers transactions in any Fund comply with such Funds requirements regarding the purchase and sale of each class of its shares, including, without limitation, minimum initial investment amounts, exchanges and any other terms and conditions as set forth in the Funds Prospectus and SAI or as may be communicated in writing to the Service Provider by the Company from time to time. 3
(g) In the event that adjustments are required to correct any error in the computation of the net asset value of any Funds shares, the Fund shall notify Service Provider as soon as practicable after discovering the need for those adjustments which may result in a reimbursement to an Account. (i) If an Account received amounts from any Fund in excess of the amounts to which it otherwise would have been entitled prior to the adjustment of an error, Service Provider will use its best efforts to collect such excess amounts from the applicable shareholders and to remit such amounts to the Fund. (ii) If an Account received amounts from any Fund less than which it would have been otherwise entitled prior to the adjustment of an error, the Company, shall use its best efforts to make all necessary adjustments to the number of shares owned in the Account and/or to distribute to the Service Provider the amount of underpayment for credit to the Participants accounts. Service Provider agrees that it will use the least costly method to correct pricing errors. 4.
Prospectus and Proxy Materials.
(a) The Company shall provide to Customers copies of all Fund proxy materials, periodic fund reports and other materials as may be required by Applicable Law. In addition, the Company shall provide Service Provider with a sufficient quantity of Prospectuses of the Funds to be used in conjunction with the transactions and services contemplated by this Agreement, together with such additional copies of the Funds Prospectuses as may be reasonably requested by the Service Provider. If a Plan provides for passthrough voting by its Participants, or if Service Provider determines that pass-through voting is required by Applicable Law, the Company will provide Service Provider with a sufficient quantity of proxy materials for each Participant based on the request of Service Provider.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(b) The cost of preparing, printing and shipping of the Prospectuses, proxy materials, periodic fund reports and other materials of the Funds to Service Provider shall be paid by the Company or its agent. (c) The cost of any distribution of prospectuses, proxy materials, periodic fund reports and other materials of the Funds to the Customers and/or Participants shall be paid by the Service Provider or with respect to a Plan, either by the Service Provider, the Plan, or the Plan sponsor, as determined by Service Providers agreement with the Plan, and the Service Provider shall be reimbursed for such costs by the Company 4
(d) Without obtaining prior approval from Company, Service Provider will not distribute or make available to Customers or Participants any offering documents or sales materials concerning Fund shares, other than printed or electronic information provided by Company. Service Provider will use its best efforts to ensure that any information provided by the Company that is marked confidential, or otherwise indicates that it is intended for internal use only, is not distributed or made available to Customers, Participants or any other third parties. 5.
Compensation and Expenses.
(a) Except with regard to the load waived Funds listed on Attachment A, in consideration of the Administrative Services and performance of all other obligations under the Agreement by Service Provider, the Company will pay Service Provider a fee (the Administrative Services Fee), calculated and payable quarterly, equal to the applicable per annum basis point amount per Fund specified in Attachment A hereto of the average aggregate amount invested in Accounts of Customers under the terms of this Agreement. Such fee shall be paid by Company to Service Provider within forty-five (45) days of the end of the quarter in which such fees accrue. Notwithstanding the foregoing, there shall be excluded from the computation of the Administrative Services Fee the value of (i) shares as to which Customers paid Service Provider a transaction fee upon such Customers purchase of the shares, (ii) shares first placed in Customers accounts after termination of this Agreement, and (iii) shares held by an ERISA plan or individual retirement account for which Service Provide serves as an investment fiduciary within the meaning of ERISA. (b) The parties agree that the payments by the Company to Service Provider are for administrative services only and do not constitute payment in any manner for investment advisory services or for costs of distribution. (c) For the purposes of computing the payment to Service Provider contemplated by Subsection (a) above, the average aggregate amount invested in Customers Accounts in the Funds over a quarterly period shall be computed by totaling Customers aggregate investments (share net asset value multiplied by total number of shares of the Funds held by Customers) on each Business Day during the calendar quarter and dividing by the total number of Business Days during such calendar quarter. (d) With respect to the load waived Funds listed on Attachment A, MDI agrees to pay Service Provider an annual fee as disclosed on Attachment A in accordance with each such Funds Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act. (e) For Services Providers not paid directly through NSCC, the Company will calculate the amount of the payment to be made pursuant to this Section 5 at the end of each calendar quarter and will use its best efforts to make such payment to Service Provider within 30 days thereafter. The check for such payment will be accompanied by a statement showing the calculation of the amounts being paid by the Company and/or MDI for the relevant month and such other supporting data as may be reasonably requested by Service Provider. Where payment is due hereunder, we agree to send payment to your address as it appears on our records. You must promptly notify us of address changes. Any such payments that remain outstanding for 12 5 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
months because we do not have a current address shall be void and the obligation represented thereby shall be extinguished. (f) Service Provider acknowledges and agrees that its compensation for any quarter is subject to a $25 de minimis threshold such that, notwithstanding anything to the contrary herein, if the sum of the amounts due with respect to all Service Providers Accounts for a quarter is $25 or less, then the Company and MDI shall have no obligation to pay the Service Provider such amounts. (g) Service Provider shall promptly review each statement and any supporting data provided pursuant to subsection (e) above and if Service Provider believes a statement contains an error, it shall provide notice of objection to the Company within 90 days of the end of the quarter to which the statement applies or 60 days following receipt of the statement, whichever is later. Service Provider acknowledges and agrees that, with respect to any statement, if Service Provider fails to give notice that it believes the statement contains an error within the period specified in the preceding sentence, then Service Provider has agreed that the calculation of amounts to be paid to Service Provider by the Company as set forth in the statement is correct in all respects in accordance with the terms of this Agreement. 6.
Representations.
(a) Service Provider represents that (i) it has the full power and authority to enter into and perform this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on behalf of Service Provider and is a valid and binding obligation of Service Provider enforceable in accordance with its terms, and (iii) the execution and delivery of this Agreement and the performance of the obligations hereunder will not violate, or constitute a breach of, or default under, any agreement or instrument by which Service Provider is bound or of any order, rule, law or regulation binding on it. (b) Service Provider represents that (i) it is registered as a broker-dealer under the 1934 Act or is exempt from registration as a broker-dealer under the 1934 Act, (ii) if registered as a broker-dealer under the 1934 Act, it is a member in good standing of FINRA, and (iii) it is qualified as a broker-dealer in all states or other jurisdictions where it will effect sales of shares of the Funds or is exempt from registration as a broker-dealer in all states or other jurisdictions in which it intends to sell Fund shares. (c) Service Provider represents and warrants that it has implemented and will maintain on an ongoing basis antimoney laundering policies and procedures that comply with Applicable Law and will cooperate with anti-money laundering efforts by the Company and the Funds with respect to the sale of shares of the Funds pursuant to this Agreement. Service Provider agrees to forward promptly to the Companys attention the results of any governmental or internal audit of its anti-money laundering program, as required by the USA Patriot Act. (d) The Company and MDI each represents that (i) it has full power and authority to enter into and perform this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and is a valid and binding obligation enforceable in accordance with its terms. The Company and MDI each also hereby represents that it will 6
promptly notify Service Provider in the event that it is for any reason unable to perform any of its obligations under this Agreement, and (iii) the execution and delivery of this Agreement and the performance of the obligations hereunder will not violate, or constitute a breach of, or default under, any agreement or instrument by which it is bound or of any order, rule, law or regulation binding on it. 7.
Additional Covenants and Agreements.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(a) In all activities related to this Agreement, Service Provider shall comply with (i) all applicable federal and state securities laws and any rules, regulations, judgments, orders, decrees or stipulations thereunder to which the offer of the shares of the Funds may be subject, including but not limited to, as applicable, the Securities Act of 1933, as amended, the 1934 Act, the 1940 Act and the Advisers Act, (ii) all insurance and tax laws, (iii) state broker-dealer registration requirements and related laws, rules and regulations of the jurisdictions in which Service Provider offers and sells, directly or indirectly, any shares of the Funds, (iv) the Conduct Rules of FINRA, and (v) the Employee Retirement Income Security Act of 1974, as amended, applicable to the activities of Service Provider contemplated by this Agreement (collectively, Applicable Law). (b) Service Provider agrees that all purchases, exchanges and redemptions of Fund shares contemplated by this Agreement shall be effected in accordance with the terms and conditions set forth in each Funds Prospectus and SAI. Service Provider also hereby represents that it will immediately promptly notify the Company in the event that Service Provider is for any reason unable to perform any of its obligations under this Agreement. (c) Service Provider shall not, without the written consent of the Company, make any representations or statements concerning the shares of the Funds except those contained in the Prospectus and SAI of each Fund and in current printed sales literature approved by the Company or the Funds. (d) The Company shall comply with all laws, rules and regulations applicable to it as a result of the transactions contemplated by this Agreement. 8. Use of Names. Except as otherwise expressly provided for in this. Agreement, neither the Company nor the Funds shall use any trademark, trade name, service mark or logo of Service Provider, or any variation of any such trademark, trade name, service mark or logo, without Service Providers prior written consent, which consent shall not be unreasonably withheld. Except as otherwise expressly provided for in this Agreement, Service Provider shall not use any trademark, trade name, service mark or logo of the Funds or the Company, or any variation of any such trademarks, trade names, service marks, or logos, without the prior written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Service Provider shall be able to use the name of the Company for the purposes of identifying the Company and its funds as investment options available to customers of Service Provider without the prior approval of Company. 7
9. Proxy Voting. If Service Provider or its nominee is the shareholder of record for any Customer, Service Provider shall vote (or shall cause its nominee to vote) shares as directed by the Customer and in the case of a Plan, by the Plan investment fiduciary or if required by Plan documents, as directed by Participants. Service Provider shall use best efforts to· vote all shares owned on behalf of such Customer or Plan. If the Customer or Participants of a Plan, and not the Service Provider or Plan Trustee, are the shareholders of record, Service Provider or Plan Trustee shall pass through voting rights to the Customers or Participants and such Customers or Participants shall vote their own shares, absent a written Agreement between such Customers or Participants and the Service Provider or nominee. The Company shall not oppose. or interfere with the solicitation of proxies from the beneficial owners of the Funds shares held by or though a Customer or Plan. 10.
Indemnity.
Except to matters excluded from liability pursuant to this Paragraph 10, the Company and .Service Provider (each, an Indemnitor) shall indemnify and hold harmless the other and its. respective officers, directors, partners, employees, trustees, shareholders and agents (Indemnitees), against any claims or liabilities suffered by all or any such Indemnitees to the extent arising out of any material breach of this Agreement or any of the representations, warranties or covenants contained in this Agreement by the Indemnitor or any act or Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
commission or omission or the negligence or willful misconduct of the Indemnitor relating to this Agreement or the services rendered hereunder, including reasonable legal fees and other out-of-pocket expenses of defending such claim or liability. (a) Notwithstanding anything contained herein to the contrary, the Company agrees that it is solely responsible with respect to any liability (excluding consequential damages) to which Service Provider shall be subjected with respect to the performance of its duties hereunder by reason of (i) Service Providers compliance with any written direction given in accordance with this Agreement by the Company, (ii) Service Providers reliance on any written information provided for use by Service Provider pursuant to this Agreement by the Company, or (iii) Service Providers failure to act resulting from the failure of the Company to provide necessary information or directions on a timely basis as requested by Service Provider. (b) Service Provider agrees that it is solely responsible with respect to any liability or claim of liability (excluding consequential damages) to which the Company shall be subjected as a result of Service Providers action or failure to act in the performance of its duties· hereunder. 11.
Provision of Information.
(a) Service Provider hereby agrees to provide, from time to time, all information reasonably requested by the Company, any Fund or MDI or any agent thereof relating to (i) Service Providers compliance with the terms of this Agreement and all Applicable Law and (ii) underlying Customer accounts, for the purpose of fulfilling the Companys, MDIs or a Funds obligations under Applicable Law and complying with their respective policies and procedures, including but not limited to matters related to antimoney laundering measures, order 8
submission and customer trading activity. In addition, Service Provider hereby agrees to establish and to have in place at all times appropriate policies, procedures and reporting forms and/or mechanisms and schedules to enable each Fund and MDI to identify the location, type of, and sales to all accounts opened and maintained by Customers or by Service Provider on behalf of Customers. (b) Further, Service Provider agrees to provide the shareholder information, and fund instructions to intermediaries regarding Service Providers customers trading activity as requested by the Fund in compliance with Rule 22c-2 under the 1940 Act, as that rule may be amended from time to time (the Rule): (i)
Definitions.
As used in this Subsection II(b), the following terms shall have the following meanings, unless a different meaning is clearly required by the context: A. The term Fund includes any of the Funds, Managers Investment Group LLC, investment manager of the Funds, and MDI. The term does not include anyone of the Funds that is a money market fund. B. The term Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund that are held by Service Provider. C. The term Shareholder means (i) the beneficial owner of Shares, whether the Shares are held directly or by Service Provider in nominee name (ii), with respect to record keepers of any qualified employee benefit plan (a Plan), the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares or (iii), with respect to insurance companies, the holder of interests in a variable annuity or variable life insurance contract issued by the insurance companies.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(ii)
D.
The term written includes electronic writings and facsimile transmissions.
E.
The term purchase does not include the automatic reinvestment of dividends. Agreement to Provide Shareholder Information.
Service Provider agrees to provide to 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 Shareholder(s) of an account with it 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 it during the period covered by the request 9
A. Period Covered by Request. Any request must set forth a specific period, which generally will not exceed one-hundred eighty (180) calendar days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 180 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. B. Form and Timing of Response. Service Provider agrees to transmit, in accordance with the Rule, requested information that is on its books and records to the Fund or its designee promptly, but in any event not later than five (5) business days, after receipt of a request. If requested by the Fund or its designee, Service Provider agrees to use best efforts to determine promptly, but in any event not later than five (5) business days after receipt of a request, whether any specific person about whom it has received the identification and transaction information specified in the introductory paragraph to Subsection 11(b)(ii) above is itself a financial intermediary (indirect intermediary) and, upon further request of the Fund or its designee, promptly, but in any event not later than five (5) business days after receipt of a request, either (i) provide or arrange to provide to the Fund or its designee the requested information from Shareholders who hold an account with an indirect intermediary; or (ii) restrict or prohibit further purchases, in nominee name on behalf of other persons, of Shares from such indirect intermediary. In such instance, Service Provider 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 such Fund should be consistent with the NSCC Standardized Data Reporting Format. C. Limitations on Use of Information. The Fund agrees not to use the information received for marketing or any other similar purpose without your prior written consent. (iii)
Agreement to Restrict Trading.
Service Provider agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares by, or take such other actions as requested by the Fund for, a Shareholder that has been identified by the Fund as having engaged in transactions of the Funds Shares (directly or indirectly through your 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 Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
B. Timing of Response. Service Provider agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after its receipt of the instructions. 10
C. Confirmation by Broker-Dealer. Service Provider must provide written confirmation to the Fund that instructions have been executed. Service Provider agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed. (c) . Each party agrees that it will comply with Applicable Law relating to consumer privacy (Privacy Law) and that it is prohibited from using or disclosing any nonpublic personal information (as defined in Regulation S-P, or any similar term or terms as defined in other applicable Privacy Law, Client Information) received from the other party other than (i) as required by law, regulation or rule; (ii) as permitted in writing by the disclosing party; (iii) to its affiliates; or (iv) as necessary to perform this Agreement or to service Customers or Participants, in each case in compliance with the reuse and redisclosure provisions of Privacy Law. Each party shall use its best efforts to (i) cause its employees and agents to be informed of and to agree to be bound by Privacy Law and the provisions of this Agreement and (ii) maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, Client Information. 12. Termination; Withdrawal of Offering. Either party may terminate this Agreement upon 90 days advance written notice to the other party. The Company reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (a) any regulatory body commences formal proceedings against the Company, any of the Funds or Service Provider, which proceedings the Company believes will have a material adverse impact on the ability of the Company or Service Provider to perform its obligations under this Agreement or (b) in the discretion of the Company, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. Notwithstanding the foregoing, this Agreement may be terminated immediately upon (i) a good faith determination by the Company that shares of any Fund are not .being offered to Customers in conformity with the terms of this Agreement, the Prospectus or SAI, or Applicable Law, or (ii) any other breach by a party, which breach is not cured within 30 days after receipt of notice from the other party. Termination of this Agreement shall not affect the obligations of the parties to make transaction payments under Section 3 or provide compensation under Section 5 for orders received by the Company prior to such termination and shall not affect the Funds obligation to maintain the Accounts in the name of any Customer or Plan (or any successor trustee or record keeper for such Plan). Following termination, the Company shall not have any Administrative Services payment obligation to Service Provider. 13. 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. 11
14. Survival. The provisions of Section 3 (transaction payments), Section 5 (compensation), Section 8 (use of names), Section 10 (indemnity), Section 11 (provision of information) and Section 20 (disputes) of this Agreement shall survive termination of this Agreement. 15. Amendment. Neither this Agreement, nor any provision hereof, may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by all of the parties hereto.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
16. Notices. All notices and other communications hereunder shall be given or made in writing and shall be delivered personally, or sent by facsimile, electronic· transmission, express delivery or registered or certified mail, postage prepaid, return receipt requested, 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 Service Provider: ( ) ( ) Attn:
(phone number) (facsimile number)
To the Company or MDI: Managers Distributors, Inc. 333 West Wacker Drive Suite 1200 Chicago, IL 60606 Attn: John Streur With copy to: Managers Investment Group LLC 800 Connecticut Avenue Norwalk, CT 06854 Attn: David Kurzweil Any notice, demand or other communication given in a manner prescribed in this Section 15 shall be deemed to have been delivered on receipt. 17. Successors and Assigns. This Agreement may not be assigned without the written consent of all parties to the Agreement at the time of such assignment, except that the Company may assign this Agreement to an affiliate upon notice. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. 12
18. 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. 19. 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. 20. Disputes; Claims. In the event of a dispute or claim arising under the terms of this Agreement, and in the event that such parties are unable to resolve such dispute or claim, such dispute or claim shall be subject to litigation and bound by the laws of the State of Connecticut. However, if both parties agree, such dispute or claim may be settled by arbitration in accordance with the FINRA Code of Arbitration Procedure.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
21. 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. 13
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.
AMERICAN UNITED LIFE INSURACNE COMPANY
MANAGERS INVESTMENT GROUP LLC
By:
/s/ Jerry W. Buruns
By:
Name: Title:
Jerry W. Buruns
Name: John Streur Title: Senior Managing Partner
Assistant Vice President
/s/ John Streur
MANAGERS DISTRIBUTORS, INC.
By: /s/ John Streur Name: John Streur Title: President 14
ATIACHMENT A Funds
Applicable Fee
The Managers Funds
Managers AMG Essex Large Cap Growth Fund Managers Special Equity Fund - Managers Class Managers Special Equity Fund - I Class Managers International Equity Fund Managers Bond Fund Managers Global Bond Fund Managers Emerging Markets Equity Fund
35bps 35bps 0bps 35bps 35bps 35bps 35bps
Managers AMG Funds
Systematic Value Fund - A Shares* Systematic Value Fund - I Class Systematic Mid Cap Value Fund - A Shares* Systematic Mid Cap Value Fund - I Class Essex Small/Micro Cap Growth Fund - A Shares* Essex Growth Fund - I Class Skyline Special Equities Portfolio GW &K Small Cap Equity Fund - Investor Class** GW &K Small Cap Equity Fund - Service Class
25bps 0bps 25bps 0bps 25bps 0bps 25bps 25bps 25bps
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
GW &K Small Cap Equity Fund - Institutional Class Renaissance Large Cap Growth Fund - Investor Class** Renaissance Large Cap Growth Fund - Service Class Renaissance Large Cap Growth Fund - Institutional Class Managers AMG TSCM Growth Equity Fund - Investor Class** Managers AMG TSCM Growth Equity Fund - Service Class Managers AMG TSCM Growth Equity Fund - Institutional Class
0bps 25bps 25bps 0bps 25bps 25bps 0bps
Managers Trust I
Managers AMG FQ Tax-Managed U.S. Equity Fund - A Shares* Managers AMG FQ Tax-Managed U.S. Equity Fund - I Class Managers AMG FQ Global Alternatives Fund - A Shares* Managers AMG FQ Global Alternatives Fund - Service Class Managers AMG FQ Global Alternatives Fund - Institutional Class Managers AMG FQ Global Essentials Fund - Investor Class** Managers AMG FQ Global Essentials Fund - Service Class Managers AMG FQ Global Essentials Fund - Institutional Class Managers AMG FQ U.S. Equity Fund - A Shares* Managers AMG FQ U.S. Equity Fund - I Class Managers Micro-Cap Fund Managers Institutional Micro-Cap Fund Managers Real Estate Securities Fund Managers PIMCO Bond Fund Managers Frontier Small Cap Growth Fund - Investor Class** Managers Frontier Small Cap Growth Fund - Service Class Managers Frontier Small Cap Growth Fund - Institutional Class
25bps 0bps 25bps 25bps 0bps 25bps 25bps 0bps 25bps 0bps 35bps 0bps 35bps 0bps 25bps 25bps 0bps
Managers Trust IT
Managers Short Duration Government Fund Managers Intermediate Duration Government Fund Managers AMG Chicago Equity Partners Mid-Cap Fund - A Shares*
35bps 35bps 25bps
15
Managers AMG Chicago Equity Partners Mid-Cap Fund - I Class Managers AMG Chicago Equity Partner Balanced Fund - A Shares* Managers AMG Chicago Equity Partner Balanced Fund - I Class Managers High Yield Fund - A Shares* Managers High Yield Fund - I Class Managers Fixed Income Fund - A Shares* Managers Fixed Income Fund - I Class
Obps 25bps 0bps 25bps 0bps 25bps 0bps
* Load waived. 25 bps 12b-l service fee to be paid by Managers Distributors, Inc. ** No load. 25 bps 12b-l service fee to be paid by Managers Distributors, Inc. Managers Cadence Funds
Managers Cadence Mid-Cap Fund - Class A^ Managers Cadence Mid-Cap Fund - Class R^^ Managers Cadence Mid-Cap Fund - Institutional Class Managers Cadence Mid-Cap Fund - Administrative Class Managers Cadence Focused Growth Fund - Class A^ Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
15bps 15bps 0bps 25bps 15bps
Managers Cadence Focused Growth Fund - Institutional Class Managers Cadence Focused Growth Fund - Administrative Class Managers Cadence Emerging Companies Fund - Institutional Class Managers Cadence Emerging Companies Fund - Administrative Class Managers Cadence Capital Appreciation Fund - Class A^ Managers Cadence Capital Appreciation Fund - Class R^^ Managers Cadence Capital Appreciation Fund - Institutional Class Managers Cadence Capital Appreciation Fund - Administrative Class
0bps 25bps 0bps 25bps 15bps 15bps 0bps 25bps
^ Load waived. 25 bps 12b-l service fee to be paid by Managers Distributors, Inc. ^^ No load. 50 bps 12b-l service fee to be paid by Managers Distributors, Inc. 16
SCHEDULE A SHARE CLASSES/RECORDKEEPING FEES 1. SHARE CLASSES The following share classes are available under the Agreement: Class A, Class P, Class R3 and Class I shares Class P Shares are closed to new Plans. II. FEES Each Fund agrees to pay Recordkeeping Fees to the Service Provider quarterly for the following Fund share classes at the following annual rates based on either a per Plan participant Account basis or the average daily NA V of the indicated Shares held by the Accounts for which the Service Provider is providing services pursuant to this Agreement. Fund Share Classes
Recordkeeping Fee Rates
Class A shares
0.15%
Class P shares
0.15%
Class R3 shares
0.15%
Class I shares
0.10%
No Recordkeeping Fees shall be paid under the Agreement with respect to: (a) Shares held by or on behalf of a Plan prior to the effective date of the Agreement, or with respect to Shares added subsequent to such effective date, the effective date of the relevant amendment to the Agreement; (b) Shares held after the effective date of a termination of this Agreement; Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(c) Shares of a money market fund; (d) Shares held by a defined benefit plan; and (e) Shares for which the Fund is obligated to pay fees to another entity for the same or 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 Account numbers, names of Plans, and the name or other identifier of any investment professional associated with the Plans and shall be accompanied by such other supporting data as may be reasonably requested by the Funds. The Funds will not be obligated to make payment for any Recordkeeping Fees submitted to the Funds more than thirty (30) days after the close of the relevant billing period. Any invoicing errors must be brought to the attention of the Funds within ninety (90) days after the date such invoice is provided.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.59 FORM N-4, ITEM 24(b)(8.59) Form of Mutual Fund Sales Agreement between Columbia Management Distributors, Inc. and American Untied Life Insurance Company COLUMBIA MANAGEMENT DISTRIBUTORS, INC. MUTUAL FUND SALES AGREEMENT Ladies and Gentlemen: From and after the Effective Date (as defined below), we will be the exclusive distributors of the shares of the funds of the fund families set forth in Schedule A (collectively, together with any funds that may hereafter become part of such fund families, the CMD Distributed Funds). We invite you to participate in the offer and sale of the shares of those CMD Distributed Funds (or classes thereof) as we may determine from time to time (each a Fund and collectively the Funds) on the terms set forth below. 1. Effective Date: This Agreement shall become effective on the date set forth on the signature page hereto. 2. Your Regulatory Status: If you are a registered broker or dealer under the Securities Exchange Act of 1934 (1934 Act), you agree that the terms in Schedule B apply. Otherwise, you agree that the terms in Schedule C apply. 3. Appointment: We appoint you to provide the services set forth in this Agreement on a non-exclusive basis, subject to and in compliance with all terms of this Agreement, the Funds then-current prospectuses and statements of additional information including any supplements thereto (collectively, the Prospectus), the Funds new account applications, applicable laws, regulations and rules of self-regulatory or clearing organizations (collectively Applicable Law) and such procedures and instructions as we may communicate to you. 4. Offer and Sale of Fund Shares: (a)
You agree to offer and sell the Funds shares, but to do so only in the states and other jurisdictions in which we have indicated to you that you may make such offers and sales. You may act either as principal or as agent of your customers (Customers) who purchase Fund shares through you. In connection with your offers and sales of Fund shares, you agree that we have no responsibility for determining whether the Funds shares are suitable for your Customers. You agree never to make any statement or representation in connection with us, our affiliates or the Funds other than that as contained in the Prospectus, shareholder reports and sales literature issued by us (Sales Literature) or as otherwise approved in writing by us.
(b)
If you sell shares for which a distribution plan has been adopted pursuant to Rule 12b-l under the Investment Company Act of 1940 (1940 Act), you agree to provide reasonable sales support assistance, including forwarding Sales Literature to your Customers and providing other sales support assistance as we may request. You shall perform all support services in a professional, competent and timely manner.
(c)
We shall furnish you upon request with a reasonable quantity of copies of the Sales Literature. If we supply you with copies of any Fund prospectus or statement of additional information supplements, you agree to affix copies of the supplements as appropriate and distribute only appropriately supplemented prospectuses or statements of additional information. You agree not to use Sales Literature with your Customers unless
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
accompanied or preceded by the Prospectus. You agree not to amend or translate any Sales Literature. You agree that any supplemental literature we provide you regarding hypothetical investments may be used only in one-on-one presentations within the meaning of the rules of the National Association of Securities Dealers, Inc. (NASD). (d)
You shall submit any sales literature or materials or advertising you prepare regarding the Funds to us for our prior approval. We may withdraw our approval of any such materials upon notice. You shall then immediately discontinue using those materials. You are responsible for ensuring that any such materials are prepared and distributed in accordance with Applicable Law, including any filing obligations. 5. Purchase, Redemption and Exchange of Fund Shares:
(a)
You agree: (i) to offer and sell each class of each Funds shares at the applicable public offering price; (ii) that redemptions of shares will be made at the net asset value of such shares, less any applicable deferred sales charges or redemption fees; and (iii) that exchanges of shares will be made at the net asset value of such shares, less any applicable sales charges and/or redemption fees, all as provided in the Prospectus.
(b)
All purchase and exchange orders are subject to acceptance and confirmation by us, the Funds and their transfer agent (the Transfer Agent). You agree to date and time stamp all orders you receive and to forward all orders to the Transfer Agent in proper form for processing at the next-determined share price after your receipt.
(c)
You agree to offer and sell the Funds shares in compliance with the Funds Prospectus requirements and you further agree that you have systems, procedures and/or policies in place designed to ensure that you are complying with all terms of this Agreement, the Prospectus requirements and all relevant rules and regulations regarding the handling of mutual fund share orders on a timely basis.
(d)
You may not make any conditional or contingent orders for any Funds shares. We may in our sole discretion reject any purchase order in whole or in part. We also may in our discretion suspend sales or withdraw the offering of shares, in whole or part, without notice to you.
(e)
If you place a purchase order and payment for shares is not received or made within the time set forth in the Prospectus, the sale may be canceled without any responsibility or liability on the part of us, the Funds or the Transfer Agent or we may elect to buy the shares. We shall have no liability for any check or other item returned unpaid to you after you have paid us on behalf of a Customer.
(f)
If you place a redemption order and the Transfer Agent does not receive instructions in proper fprm, including any outstanding certificates, within the time set forth in the Prospectus, the redemption may be canceled without any responsibility or liability on the part of us, the Funds or the Transfer Agent or we may elect to buy the shares redeemed. We may refuse to liquidate an investment or part of an investment unless we receive your Customers signed authorization of the liquidation.
(g)
You agree that if a Customers Fund shares are redeemed within seven business days after the confirmation of the original order, you will refund the full concession allowed. The provisions of this sub-Section shall survive the termination of this Agreement. 2
(h)
You agree to be responsible to the Funds, the Transfer Agent and us for any losses, claims, damages or expenses resulting from your: (i) failure to make any payment for, or settle any redemption of, Fund shares pursuant to this Agreement or (ii) correction or Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
cancellation of any order after its trade date. You will immediately pay such loss, claim, damage or expense to us, the Transfer Agent or the Funds, as appropriate, upon notification. (i)
You acknowledge that the Funds do not issue share certificates.
(j)
You further agree: (i)
to purchase shares only to cover purchase orders you already have received, or for your own investment;
(ii)
to maintain records of all transactions in Fund shares made through you and to furnish us with copies on request;
(iii)
not to withhold placing Customers orders for shares so as to profit as a result of such withholding;
(iv)
to comply with the standards for reducing or eliminating sales charges as set forth in the Prospectus and to not place orders for Fund shares in amounts just below the breakpoint at which sales charges are reduced so as to benefit from a higher sales charge applicable to the amount below the breakpoint; and
(v)
to purchase Fund shares only through us.
6. Shareholder Information: The terms of Schedule 22c-2 hereto are incorporated herein by reference. 7. Servicing Beneficial Owners of Fund Shares: If your Customers hold positions in shares of a class or classes upon which you receive shareholder servicing or shareholder administration fees, you agree that the provisions of Schedule D shall apply. 8. Compensation: (a)
The total sales charges and your dealer concessions (if any) on each purchase of Fund shares shall be as stated in the Prospectus, subject to Applicable Law including NASD rules. You must notify the Transfer Agent that an order qualifies for a reduction in, or waiver of, sales charges at the time of the order placement in order for the Customer to obtain the reduction or waiver. If you fail to so notify, neither we, the Transfer Agent nor any of the Funds will be liable for reimbursing the Customer for the reduction or waiver that should have been effected. You agree to ensure that every Customer receives the benefit of any appropriate reduction in or waiver of a sales charge as described in the Prospectus. There is no sales charge or discount on reinvested dividends.
(b)
As compensation for the sales support assistance described in sub-Section 4(b), we also may arrange for you to be paid a periodic fee based upon a percentage of the average daily net asset value of the respective Funds shares attributable to you. We will inform you of the amount of the fee (if any) and may arrange for the fee payable to be changed upon prior notice. Our liability to you for the payment of a distribution or service fee related to a Fund for any period is limited solely to the proceeds of that Funds distribution or service fee 3
actually received by us for such period. We may stop paying distribution and service fees for any Fund at any time without notice to you. Each Fund reserves the right to establish and change minimum asset amounts at the representatives level and dealer level as conditions for its obligations to pay service fees. (c)
You may charge reasonable service fees to your Customers for processing exchange or redemption orders, provided you disclose the fees to your Customers and that such fees do not constitute sales loads as defined in Section2(a)(35) of the 1940 Act.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
9. Compliance with Law: (a)
You represent and warrant to us that: (i) your compliance personnel have sufficient expertise and experience to implement this Agreement in accordance with its terms; (ii) you have in place compliance systems, policies and procedures designed to detect and prevent late trading of mutual fund shares; and (iii) you have adequate qualified personnel and systems to comply with any restrictions and limitations on purchases, redemptions and exchanges described in the Prospectus, including any restrictions or prohibitions relating to frequent purchases and redemptions (i.e., market timing) and any share purchase eligibility requirements.
(b)
You agree to comply with Applicable Law and, if applicable, the rules of the National Securities Clearing Corporation (NSCC). You shall have sole responsibility for the registration and licensing of persons selling Fund shares on your behalf and the manner of sale of Fund shares by you or those that sell on your behalf.
(c)
You agree to cooperate fully with any and all efforts by us or the Funds to assure ourselves that you have implemented effective compliance policies and procedures administered by qualified personnel including, without limitation: (i)
permitting us and the Funds to become familiar with your operations and understand those aspects of your operations that expose us or the Funds to compliance risks;
(ii)
permitting us and the Funds to maintain an active working relationship with your compliance personnel;
(iii)
providing us and the Funds with periodic and special reports III the event of compliance problems;
(iv)
providing us and the Funds with such certifications as we may require on a periodic or special basis; and
(v)
making your personnel and applicable policies and procedures available to such audit personnel as we or the Funds may designate to audit the effectiveness of your compliance controls.
10. Customer Instructions: (a)
You represent and warrant that you have full authority to act on behalf of each Customer and will act only in accordance with the scope of your authority when acting on behalf of the Customer. 4
(b)
If a Customers account with a Fund is established without the Customer signing an account application, you represent and warrant that the instructions relating to account establishment and shareholder options (whether on the account application, in another document or orally) are in accordance with the Customers instructions.
(c)
You agree to provide all necessary information for us and the Funds to comply properly with all federal, state and local reporting requirements for your Customer accounts. You represent and warrant that all Taxpayer Identification Numbers (TINs) you provide are certified and that you will not establish an account without a certified TIN.
(d)
You agree to be responsible to the Funds, the Transfer Agent and us for any losses, claims, damages or expenses resulting from acting upon such authority, instructions and performance.
11. Distribution of Information to Shareholders: You agree that we, the Funds and the Transfer Agent may mail or otherwise distribute to Fund shareholders any material concerning the Funds or other funds or services. If you hold Fund shares in record name or as nominee for your Customers, all Prospectuses, proxy statements, shareholder reports, and other printed material will be sent to Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
you, and any confirmations and other communications to shareholders will be transmitted to you. You will be responsible for forwarding such printed material, confirmations, and communications, or the information contained therein, to all Customers for whose account you hold Fund shares. 12. Nature of Relationship: You have no authority to act as agent for, partner of, or participant in a joint venture with, the Funds or us or any of our affiliates. Nothing in tills Agreement shall constitute either of us the agent of the other or you or the Funds the agent of each other, except that you shall be deemed an agent of the Funds for the sole and limited purpose of receiving orders for Fund shares pursuant to sub-Section 5(b), to the extent that such an agency relationship is required by Applicable Law. 13. Protection Against Unauthorized Use Of Recordkeeping Systems: You agree to provide such security as is necessary to prevent any unauthorized use of the Funds recordkeeping systems, accessed via any computer hardware or software provided to you by us or the Transfer Agent. 14. Reports: Upon our request, you agree to report to us in writing on the amounts you spend in connection with providing services pursuant to Section 4 and their purposes. You also agree to cooperate with us in our reporting to the Board of Trustees of CMD Distributed Funds or regulators concerning this Agreement and the amounts you spend. 15. Disclosures to Shareholders: You agree to disclose your compensation under this Agreement, together with any other compensation you receive in connection with your Customers investments in Fund shares, to your Customers as required by Applicable Law and to the extent necessary to ensure that your Customers fully understand all such compensation and any conflicts of interest related to your receipt of such compensation. You also agree and warrant that your Customers will authorize your compensation and that your compensation will not be excessive or unreasonable. 5
16. Privacy and Confidential Information: (a)
Confidential Information means this Agreement and all proprietary information, data, trade secrets, business information and other information of any kind which (a) a party (Discloser) discloses to the other party (Recipient) or to which Recipient obtains access in connection with this Agreement and (b) relates to (i) the Discloser, (ii) in your case, us, the Funds, the Transfer Agent or our affiliates, or (iii) third-party suppliers or licensors who have made confidential or proprietary information available. Confidential Information includes Customer and account information.
(b)
The Recipient shall not disclose or use Confidential Information other than in the course of ordinary business to carry out the purpose for which the Confidential Information was provided to the Recipient. The Recipient also shall not disclose Customer information on other than a need to know basis and then only to: (i) Recipients employees or officers; (ii) affiliates of Recipient provided they shall be restricted in use and redisclosure to the same extent as Recipient; or (iii) carefully selected subcontractors that have entered into confidentiality agreements no less restrictive than the terms of this Agreement; or pursuant to the exceptions set forth in 15 USC 6802( e) and associated regulations. Prior to any disclosure of Confidential Information as required by law, the Recipient shall (i) notify the Discloser of any actual or threatened legal compulsion of disclosure and any actual legal obligation of disclosure immediately upon becoming so obligated and (ii) cooperate with the Disclosers reasonable, lawful efforts to resist, limit or delay disclosure. Nothing in this Section shall require any notice or other action by us or our affiliates in connection with requests or demands for Confidential Information by applicable regulators. The restrictions set forth herein shall survive the termination of this Agreement.
(c)
These confidentiality obligations do not apply to information which: Recipient already rightfully possesses when disclosed by Discloser; Recipient independently develops; becomes publicly known other than by breach of this Section; or Recipient rightfully receives from a third party without the obligation of confidentiality. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(d)
You acknowledge that we must comply with the information security standards of the Gramm-Leach-Bliley Act (15 USC 6801, 6805(b)(1)) and the regulations promulgated thereunder and with other statutory and regulatory requirements as well as our internal information security program. You will reasonably assist us in complying and conforming with our information protection policies. We will inform you of our requirements in this regard.
17. Know Your Customer/Anti-Money Laundering: Upon request, you will promptly provide us such documentation regarding your know your customer and anti-money laundering policies and/or evidencing the identity of the beneficial owners of Fund shares as is necessary to permit us, the Funds and the Transfer Agent to comply with applicable know your customer and anti-money laundering laws and regulations. You agree to monitor for suspicious transactions and to assist us in monitoring for such transactions upon our or the Funds request. You further represent and warrant that you: (i) have established policies and procedures designed to prevent and detect money laundering and to meet applicable anti-money laundering legal and regulatory requirements; (ii) have procedures to ensure that none of your Customers holding Fund shares appear on or are covered by any lists of prohibited persons, entities, and jurisdictions maintained and administered by the U.S. Treasury Departments Office of Foreign Assets Control (OFAC); (iii) have identified, will continue to identify and will retain all documentation necessary to identify your Customers and their 6
sources of funds; and (iv) do not believe, have no current reason to believe and will notify us immediately if you come to have reason to believe that any of your Customers holding Fund shares through you are engaged in money-laundering activities or are associated with any terrorist or other individuals, entities or organizations sanctioned by the United States or the jurisdictions in which you do business, or appear on any lists of prohibited persons, entities, and jurisdictions maintained and administered by OF AC. 18. Indemnification: You shall indemnify and hold harmless us, each Fund, the Transfer Agent, and our and their respective subsidiaries, affiliates, officers, directors, trustees, agents and employees from all direct or indirect liabilities, damages, losses, costs or expenses (including attorneys fees) arising from, related to or otherwise connected with (i) any breach by you of any provision of this Agreement; (ii) any violation by you of Applicable Law; or (iii) any actions or omissions by us, any Fund, the Transfer Agent, and our and their subsidiaries, affiliates, officers, directors, trustees, agents and employees made in reliance upon any instructions believed to be genuine and to have been given on your behalf. The provisions of this Section shall survive the termination of tins Agreement. 19. Third Party Beneficiaries: Each Fund is an intended third party beneficiary of Section 3 of Schedule D of this Agreement. Each Fund and the Transfer Agent are intended third party beneficiaries of Section 5(h) of this Agreement. Each Fund, the Transfer Agent and their respective subsidiaries, affiliates, officers, directors, trustees, agents and employees are intended third party beneficiaries of Section 18 of this Agreement. Any such intended third party beneficiary shall be treated as a party to this Agreement solely to the extent necessary for such third party beneficiary to enforce its rights under this Agreement. 20. Clearing Services: If you provide brokerage clearing services to financial intermediaries who wish to sell Fund shares (Originating Finns), the terms of Schedule E shall apply. 21. NSCC: If you and we use the services of the NSCC, the terms of Schedule F shall apply. 22. Wrap and Similar Programs: If you intend to offer and sell the Funds shares through a wrap or similar managed account, you shall be subject to a separate supplement with us regarding the treatment of such account, which shall be incorporated by reference into and considered a part of this Agreement.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
23. Amendment and Termination of Agreement: From and after the Effective Date, this Agreement shall cancel and supersede any and all prior similar agreements or contracts relating to the distribution of the shares between you and the Funds or their distributor. We reserve the right to amend or assign (to the extent assignment is permitted under Applicable Law) this Agreement at any time. You shall accept any amendment to or assignment of tins Agreement by us by placing an order after the date set forth in any notice of amendment or assignment we send you. Tins Agreement shall automatically terminate upon its assignment (as defined in the 1940 Act). You shall provide us reasonable written notice of such all assignment. Either party may terminate this Agreement upon reasonable written notice and all obligations to make payments under this Agreement shall terminate upon such termination. This Agreement also may be terminated automatically and without payment of penalty with respect to a Fund by a vote of the majority of the independent directors/trustees of the legal entity of which the Fund is a series, or upon 60 days notice by a vote of the majority (as defined in the 1940 Act) of the Funds outstanding shares. 7
24. Notices: You will send any notice to us by first class mail, postage prepaid, or by confirmed telefacsimi1e at: Columbia Management Services, Inc. Attn: Dealer File Department One Financial Center MAS-515-03-02 Boston, MA 02111 Telefacsimile: (617) 742-2989 We or the Funds will send any notice to you by first class mail, postage prepaid, or by con finned telefacsimile to you at your address or telefacsimile number as set forth below or such other address or telefacsimile number as we may reasonably believe appropriate. Firm: American United Life Insurance Co. Attn: Terry Burns cc: Richard Ellery Address: One American Square, P.O. Box 368, Indianapolis, IN 46206-0368 Telephone: 317-285-1618 Telefacsimile: 317-285-1488 A party that changes its address or telefacsimile number shall promptly notify the other party. 25. Use of Trademarks, Servicemarks and Fund Names: We, our affiliates and the Funds own certain registered trademarks, service marks and Fund names (collectively, the Logos). If you wish to include Logos in your promotional materials (collectively, Sales Materials) or use a Logo as a hyperlink from an Internet Web site you own and/or control, we grant you a non-exclusive, non-transferable, royalty-free license to use the Logos in Sales Materials and as a hyperlink, provided: (a)
You agree that we, our affiliates and the Funds own all rights, title and interest in the Logos. You agree to do nothing inconsistent with our, our affiliates and the Funds ownership of the Logos and not to contest or aid anyone contesting any registration or application for registration of the Logos by us, our affiliates and the Funds;
(b)
You agree to use the Logos only in the form and manner we pre-approve. You agree to use only those Logos as we may specify as hyperlinks. You shall not use a Logo as a hyperlink in any manner that would imply that we, our affiliates or the Funds endorse or recommend any of your products or services.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(c)
You agree to place all necessary and proper notices and legends on the Sales Materials in order to protect our, our affiliates and the Funds interests in the Logos including symbols indicating trademarks, servicemarks and registered trademarks or servicemarks, as we request.
(d)
You agree to notify us of any unauthorized use of the Logos by others promptly after it comes to your attention and that we have the sole light and discretion to commence actions 8
or other proceedings for infringement, unfair competition or the like involving the Logos. You shall cooperate in any such proceedings if we request. (e)
The license granted shall terminate automatically upon our notice or upon termination of this Agreement. In those events, you agree to cease using all Logos in Sales Materials immediately and to destroy at your expense all Sales Materials in your possession bearing the Logos. You also agree that all rights in the Logos and in any connected goodwill shall remain our property.
26. Governing Law/Dispute Resolution: (a)
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to conflict of laws principles.
(b)
It is agreed and understood that if you are a member of the NASD, to the extent applicable the rules of the NASD will apply to resolution of disputes between you and us. You further agree that if for any reason any dispute under this Agreement is not subject to resolution through dispute resolution procedures of the NASD and cannot be resolved through informal discussion between you and us, the dispute will be submitted to mediation administered by JAMS (Judicial Arbitration and Mediation Service) at the JAMS office located in Boston, Massachusetts. Any such mediation will be conducted with a JAMS mediator and under thenapplicable JAMS rules and procedures. You and we will share equally the fees of JAMS and the mediator, but will bear your or our respective attorneys fees and other expenses of participating in the mediation. If the dispute is not resolved through informal discussion or mediation, you or we may file a lawsuit in Massachusetts. You hereby consent to the jurisdiction of the state or federal courts in the state of Massachusetts to adjudicate any such lawsuit and to bring any such lawsuit only in a state or federal court in Massachusetts. Further, you agree that trial of any such lawsuit will be conducted without a jury, that any and all issues of fact or law will be determined by the court sitting without a jury, and that the court will determine and enter the verdict in the trial of any such lawsuit. You waive any right to trial by jury of any lawsuit involving any dispute under this Agreement.
27. Miscellaneous: (a)
This Agreement is in all respects subject to the Conduct Rules of the NASD, which shall control and override any provision to the contrary in this Agreement. You acknowledge that this Agreement is subject to Applicable Law, and has been entered into pursuant to Rule 12b-l under the 1940 Act if you sell shares for which a distribution plan has been adopted pursuant to Rule 12b-l.
(b)
If any of your accounts with us pursuant to this Agreement have a debit balance, we may offset and recover the amount owed from any other account you have with us or our affiliates, without notice or demand to you.
(c)
The headings in this Agreement are for convenience only and are not to be used in interpreting this Agreement.
(d)
This is the entire agreement and understanding between us and you as to the matters set forth herein. It shall be binding upon the parties when signed by us and accepted by you.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
9
(e)
This Agreement may be executed in counterparts.
(f)
The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. 10
COLUMBIA MANAGEMENT DISTRIBUTORS, INC. By:
/s/ Beth Ann Braun
Name: Beth Ann Braun Title:
Managing Director
Effective Date: 1/24/08
You accept this invitation and agree to abide by the foregoing terms and conditions.
Firm name: American United Life Insurance, Co. By:
/s/ Terry W. Burns
Name: Terry W. Burns Title:
Assistant Vice President
Please execute this Agreement in duplicate and return both copies to us. 11
SCHEDULE A Fund Families: Columbia Funds Excelsior Funds 12
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
SCHEDULE B Additional terms for registered broker-dealers: 1.
You represent that you are a member in good standing of the NASD, will comply with the NASD Conduct Rules and are qualified to act as a broker-dealer in each state or other jurisdiction in which you transact business, and agree to maintain such registrations, qualifications and membership in good standing in full force and effect throughout the term of this Agreement.
2.
You agree that this Agreement shall automatically terminate without notice if: (a) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 has been filed against you; (b) the SEC revokes or suspends your registration as a broker-dealer; (c) any national securities exchange or national securities association revokes or suspends your membership; or (d) under any applicable net capital rule of the SEC or any national securities exchange, your aggregate indebtedness exceeds 1,000% of your net capital. You agree that you shall notify us immediately of any such proceeding, application, revocation, suspension or indebtedness level. 13
SCHEDULE C Additional terms for entities that are not registered broker-dealers. 1.
You represent and warrant that you are exempt from registration as a broker-dealer under the U.S. federal securities laws, and that you will conduct your activities hereunder and otherwise in a manner so as to remain exempt from such registration and in compliance with all laws and regulations that are now applicable, or which may become applicable, to you and your activities hereunder.
2.
You represent and warrant that you are exempt from being required to register or qualify to act as a broker or dealer in the states or other jurisdictions where you transact business. If such exemption becomes no longer available to you, you agree to immediately become registered or qualified to act in such capacity in those jurisdictions where such exemption is no longer available.
3.
You agree that this Agreement will terminate without notice if any court or regulatory authority with jurisdiction determines that you are acting as a broker, dealer or similar entity on an unregistered basis in violation of Applicable Law. You agree that you shall notify us immediately of any such determination, 14
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
SCHEDULE D This Schedule D comprises the agreement pursuant to which you may be compensated for providing administrative support services to your Customers who may from time to time beneficially own shares in one or more of the Funds that have a Board approved shareholder servicing plan. To the extent that any terms of this Schedule D conflict with any other terms of the Agreement, the terms of this Schedule D shall prevail as to the subject matter hereof. 1. Provision of Shareholder Services (a)
You agree to provide personal services to your Customers who are investors in the Funds and/or maintain shareholder accounts, all to the extent you are permitted to do so under Applicable Law.
(b)
You shall perform all such services in a professional, competent and timely manner.
(c)
You 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 your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the support services contemplated hereby. You and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement.
(d)
You represent, warrant and agree that the services described in Section lea) of this Schedule D are primarily intended to provide administrative support to your Customers who own shares of the Funds, not to sell shares issued by the Funds.
2. Status of Servicing Agent: For all purposes of this Agreement you will be deemed to be an independent servicing agent, and will have no authority to act as agent for us or the Funds in any other capacity, except as expressly provided herein. 3. Indemnification By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us and the Funds harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder for the purchase, redemption, transfer or registration of the Funds shares (or orders relating to the same) by or on behalf of Customers. 4. Compensation (a)
In consideration of the services and facilities provided by you hereunder, we or the Funds may pay to you a periodic fee based upon a percentage of the average daily net asset value of the Fund shares attributable to you up to the maximum fee disclosed in the prospectus as full payment for your services. The fee rate payable to you may be prospectively increased or decreased by the Fund, in their sole discretion, at any time upon notice to you.
(b)
Compensation payable under this Schedule D is subject to, among other things, the NASD Conduct Rules governing receipt by NASD members of service fees from 15
registered investment companies (the NASD Service Fee Rule). Such compensation shall only be paid if permissible under the NASD Service Fee Rule and shall not be payable for services that are deemed to be distribution-related services.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
5. Reports You agree to furnish us and the Funds with such information as we or they may reasonably request (including, without limitation, periodic certifications confirming the provision to Customers of the services described herein), and will otherwise cooperate with us and the Funds (including, without limitation, any auditors or legal counsel designated by us or the Funds), in connection with the preparation of reports to our Board(s) of Directors/Trustees concerning this Agreement and the monies paid or payable by us pursuant hereto, as well as any other reports or filings that may be required by Applicable Law. 6. Agreement Not Exclusive We or the Funds may enter into other similar agreements with any other person or persons without your consent. 7. Effectiveness and Termination (a)
The Agreement, including this Schedule D, shall cancel and supersede any and all prior Shareholder Servicing Agreements or similar agreements or contracts relating to the provision of similar support services between you and us or the Funds.
(b)
Notwithstanding any other provision of the Agreement, this Schedule D is terminable with respect to any series of Shares, without penalty, at any time by the Funds (which termination may be by a vote of a majority of the Directors/Trustees who are not interested persons, as that term is defined in the 1940 Act, of the applicable legal entity for the series of shares, as appropriate) or by you upon written notice to us and the Funds. 16
SCHEDULE E Clearing Services You represent that you and each such Originating Firm are parties to a clearing agreement which conforms to the requirements of Rule 3230 of the NASD Conduct Rules or, as applicable, the rules of a national securities exchange. In addition, you agree that (a) you are responsible for ensuring that Fund shares are offered and sold by Originating Firms in compliance with all terms and conditions of this Agreement and the Prospectus as if you had conducted such offers and sales yourself and (b) your agreements with each Originating Firm will comply with all arrangements of Regulation S-P of the U.S. Securities and Exchange Commission (SEC) and will require each Originating Firm to adopt policies and procedures that address suitable safeguards for the protection of consumer records and information. 17
SCHEDULE F l.
You may settle Fund share redemptions via NSCC Fund/Serv and without a guaranteed endorsement provided: (a) the wire order redemption request is placed through NSCC Fund/Serv and (b) in the case of certificated shares, the appropriate certificate(s) are received as settlement and the reverse of such certificate(s) is not completed or signed in a manner deemed inconsistent by us or the Transfer Agent.
2.
If we agree to participate in the NSCC Networking program with you, you and we may execute a separate agreement provided that, to the extent that any terms of this Agreement conflict with the terms of such separate agreement, the terms of Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
this Agreement shall prevail. We agree that you may act through the Transfer Agent, the Networking channels and Fund/Serv without supporting documentation from your Customers (including customers of Originating Firms if you are a clearing broker), provided:
3.
(a)
You provide all necessary, requested, updating and reconciling information to ensure the accuracy of records and to enable the Transfer Agent to maintain an accurate cross-reference file between Customer records and the Fund account records, which shall remain the official records of all Fund shareholder accounts. You agree that the Transfer Agent will not be responsible for changes to the file until a reasonable time after receipt.
(b)
You promptly will provide us with all applicable information regarding adverse claims, governmental and legal inquiries and correspondence.
(c)
You will report to your Customers all information the Funds must report on shareholder confirmations or otherwise under any Applicable Law or the terms of the Prospectus or which we, the Transfer Agent or the Funds provide you. Such reporting shall be complete, accurate and timely.
(d)
You will ensure that cash distributions are accurately paid to your Customer at the time specified by the Fund and you shall be solely responsible for any liabilities arising from payments reported by Customers as lost, stolen or forged.
You further agree: that if you are acting as a clearing broker, you have obtained the prior written consent of each Originating Firm to all terms of this Schedule and the separate agreement and that all actions taken will be approved in advance by the applicable Originating Firm; to perform all duties, functions or responsibilities described herein and in any associated Networking Agreement in a businesslike and competent manner; that you or the Originating Firm has the prior sufficient consent of each Customer whose account is to be placed in or transferred to a Networking account, having first informed each Customer in writing of all related material facts; that all your instructions and actions regarding Networked accounts will be accurate, complete and in the appropriate format; that you will be deemed to guarantee in proper order of your Customers signature and the taking of any action as to which the Transfer Agent normally requires a signature guarantee; that you will obtain and maintain, and provide upon request, all documents or information for each Networking account required by Applicable Law; that you will maintain adequate insurance coverage for your obligations hereunder and provide us upon request with an appropriate certificate of insurance; and that you will 18
perform all federal, state and local tax reporting with respect to transactions in shares through the NSCC Fund/Serv program. 19
SCHEDULE 22C-2 As used in this Schedule 22c-2, the following terms shall have the following meanings, unless a different meaning is clearly required by the contexts: The term Intermediary shall mean (i) any broker, dealer, bank, or other entity that holds securities of record issued by the Fund in nominee name; and (ii) in the case of a participant-directed employee benefit plan that owns securities issued by the Fund (1) a retirement plan administrator under ERlSA or (2) any entity that maintains the plans participant records.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
The term Fund shall mean an open-ended management investment company that is registered or required to register under section 8 of the Investment Company Act of 1940, as amended (1940 Act) and includes (i) an investment adviser to or administrator for the Fund, (ii) the principal underwriter or distributor for the Fund (Fund Agent), or (iii) the transfer agent for the Fund. The term does not include any excepted funds as defined in SEC Rule 22c-2(b) under the 1940 Act. NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Fund Agent and the Intermediary hereby agree as follows: Shareholder Information a. Agreement to Provide Information. Intermediary agrees to provide a Fund, Fund Agent or its affiliates or designee promptly upon written request, the taxpayer identification number (TIN), if known, the Individual/International Taxpayer Identification Number (ITIN), or other government-issued identifier (GII) associated with the Shareholder, 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 Intermediary during the period covered by the request. . 1. Period Covered by Request. Requests must set forth a specific period, not to exceed ninety (90) days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than ninety (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. 11. Form and Timing of Response. Intermediary agrees to transmit the requested information that is on its books and records to the Fund, Fund Agent or its designee promptly, but in any event not later than five (5) business days, after receipt of a request. If the requested information is not on Intermediarys books and records, Intermediary agrees to: (i) provide or arrange to provide to the Fund the requested information from shareholders who hold an account with an indirect intermediary; or (ii) if directed by the Fund, block further purchases of Fund shares from such indirect intermediary. In such instance, Intermediary agrees to inform the Fund whether it plans to perform (i) or (ii). Responses required by 20
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 same meaning as in SEC Rule 22c-2 under the 1940 Act. iii. Limitations on Use of Information. The Fund and Fund Agent agree not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
b. Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Fund or Fund Agent to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has been identified by the Fund as having engaged in transactions of the Funds Shares (directly or indirectly through the Intermediarys 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. i. Form of Instructions. Instructions must include the TIN, ITIN or GII and the participant account number associated with the Shareholder, if known, and the specific restriction/s) to be executed, including how long the restrictions) is(are) to remain in place. If the TIN, ITIN, GII or the participant account number associated with the Shareholder 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. ii. Timing of Response. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Intermediary, iii. Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund and Fund Agent that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed. c. Definitions. For purposes of this Schedule 22c-2: 1. The term Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the 1940 Act that are held by the Intermediary, ii. The term Shareholder means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name. 21
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.60 FORM N-4, ITEM 24(b)(8.60) Form of Services Agreement between Franklin Templeton Distributors, Inc., American United Life Insurance Company and Franklin Templeton Investor Services, LLC Services Agreement for Insurance Companies THIS SERVICES AGREEMENT FOR INSURANCE COMPANIES (Agreement) is made effective as of the 10th day of December, 2008 by and between AMERICAN UNITED LIFE INSURANCE COMPANY (you or Finn), FRANKLIN TEMPLETON DISTRIBUTORS, INC. (Distributors) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (Transfer Agent, together, Distributors and Transfer Agent shall be referred to as we or us). RECITALS A. We understand that you currently provide Contract Owner Services (as defined in Section 2A below) to ERISA defined contribution plans (each a DC Plan Contract Owner) that purchase Firm sponsored group annuity contracts (each an Annuity Contract or Contract). B. The Franklin Templeton Funds (as defined below) have authorized payment of the fees described in Section 4 to insurance companies who have established segregated asset accounts (Separate Accounts) to make shares of the Franklin Templeton Funds available as underlying investments exclusively to Annuity Contracts purchased by DC Plan Contract Owners. Each such Separate Account, the associated Annuity Contracts and the interests in them are, at the time of the execution of this Agreement, exempt from registration as described in Section 3(a)(2) of the 1933 Act and as described in Section 3(a)(11) of the 1940 Act. The Annuity Contracts provide for the allocation of net amounts received by Firm to a Separate Account for investment in the shares of a Fund. Selection of a particular underlying investment company is made by the owner of the Annuity Contract (or, as delegated, by participants in the qualified plan and trust which is the owner of the Annuity Contract). Separate Account and Fund selection may be altered from time to time in accordance with the terms of the applicable Annuity Contract. Franklin Templeton Fund or Fund shall mean those open-end management investment companies (mutual funds) whose shares are distributed by the Transfer Agents affiliate, Distributors. C. The parties hereto acknowledge and agree that the Contract Owner Services provided by Firm to DC Plan Contract Owners are provided based on Firms independent contractual undertakings with the DC Plan Contract Owners and that Firm is not providing these services as an agent of either the Franklin Templeton Funds, Distributors or Transfer Agent. Now, therefore, the parties hereto agree as follows: 1.
The above recitals are made a part of this agreement. 1
2.
Representations of Firm.
A. Firm provides Contract Owner Services to DC Plan Contract Owners it services who wish to invest indirectly in Franklin Templeton Funds through Firm sponsored Annuity Contracts. For purposes of this Agreement:
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(i) The term Contract Owner Services shall mean all the services provided by Firm to DC Plan Contract Owners that enable participants in a DC Plan Contract Owners plan (each a Plan Participant) to exercise independent discretion to indirectly invest in a Franklin Templeton Funds shares that are registered by the Fund to a Separate Account and allocated by Firm to Annuity Contracts. These services include without limitation Firm or Firms agents processing and accounting for Plan Participant directed trading in beneficially owned Fund shares; processing redemptions in accordance with Annuity Contract and Separate Account requirements; answering inquiries regarding Franklin Templeton Funds; providing periodic statements showing each Plan Participants and each DC Plan Contract Owners interest in Franklin Templeton Fund shares issued to a Separate Account; and such other services related to trading in Fund shares as Firm is required or permitted to perform under applicable statute, rule or regulation. (ii) Shares issued to each Separate Account are held in the Separate Account exclusively for the benefit of DC Plan Contract Owners. B. Firm processes Separate Account Fund share trades in accordance with the NSCC and/or manual processing provisions set forth in Exhibit A. C. Firm represents and warrants that its performance and receipt of compensation or other benefits under this Agreement will not violate any applicable law, rule or regulation, including federal and state securities law, insurance laws and tax laws and the Employee Retirement Income Security Act of 1974, as amended, and that it will provide all disclosures to Contract Owners pertaining to payments received under this Agreement that may be required to be disclosed by applicable law and/or regulation and/or governmental agency (including, but not limited to, the Department of Labor) direction. D. Firm represents that all Separate Accounts only hold assets that meet share class eligibility requirements and have been assessed appropriate sales charges, if any, as those requirements and charges are described in the applicable Franklin Templeton Funds prospectus. 2
3.
Fund Information; Use of Names.
A. Neither you nor any of your employees or agents are authorized to make any representations concerning the shares of the Franklin Templeton Funds, without our prior review, except those contained in, and not taken out of context from, the then current prospectuses and current printed sales literature of the Funds, copies of which will be supplied to you by us upon request. You shall have no authority to act as agent for the Funds or for us except where necessary to perform specific services under this Agreement. B. Any materials that contain the names Franklin Templeton, Franklin, Templeton, or Mutual Series (except when these names simply appear in a list of funds) will be subject to review by us, prior to their public use. 4.
Payments.
A. You, on your own behalf or on behalf of any affiliated broker dealer, shall be entitled, as consistent with state insurance law, to receive from Distributors all or a portion of the 12b-1 fees for Class A and. Class R shares as are set forth and contemplated in each Funds prospectus. These fees are paid in accordance with the Funds Rule 12b-1 plans and may change at any time, in Distributors discretion or in the discretion of the Funds boards. Some Funds and/or share classes may not have a 12b-1 plan. In addition, if a securities dealer which has a dealer or selling agreement with Distributors provides distribution services in connection with the Separate Accounts and/or Annuity Contracts, that dealer would generally be entitled to Rule 12b-1 plan fees. In those Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
circumstances, Distributors would not continue to also pay you. Distributors shall provide you with reasonable advance notice of any change in fees payable to you. You agree that Distributors shall be obligated to remit all or a portion of the Rule 12b-l plan fees to you only upon its receipt of such fees from the Funds. B. In recognition of the Contract Owner Services you provide to each DC Plan Contract Owner investing indirectly in Fund shares through Annuity Contracts and Separate Accounts each Fund shall pay Firm a fee of fifteen (15) basis points per annum of the average daily net asset value of the Funds shares issued to a Separate Account (referred to as the Beneficial Owner Servicing Fee). The average daily net assets invested through such arrangements over a three-month period shall be computed in the same manner as each Fund uses to compute its net assets as set forth in its then current prospectus. Currently, the following series of Templeton Institutional Funds do not pay Beneficial Owner Servicing Fees: Emerging Market Series, Foreign Equity Series (primary Shares), and Foreign Smaller Companies Series. Additionally, Beneficial Owner Servicing Fees may be changed in Transfer Agents discretion or in the discretion of the Funds boards of directors or trustees upon reasonable notice to you. C. The Beneficial Owner Servicing Fees set forth in this Agreement shall be payable on a quarterly basis on off-calendar quarter months (February, May, August or November). If 3
this Agreement is not superseding an existing agreement whereby you receive beneficial owner servicing fees from us, your payments will begin to accrue at the beginning of the next off-calendar quarter after the effective date of this Agreement. You shall provide Transfer Agent with a statement (Statement) within fifteen (15) days of the end of each calendar month setting forth on a Fund by Fund basis the total number of Plan Participants in each DC Plan Contract Owners plan with an indirect interest in each Funds shares registered to each Separate Account as of the last business day of that calendar month, along with any other supporting data reasonably requested by Transfer Agent. Payment of Beneficial Owner Servicing Fees is contingent upon our timely receipt of each monthly Statement for the months within the quarter. Beneficial Owner Servicing Fees shall become payable only upon Transfer Agents receipt of all required monthly Statements. Once a Beneficial Owner Servicing Fee becomes payable, we will make every effort to deliver payment within thirty (30) days. D. For the payment period in which this Agreement terminates, the Funds shall pay Firm an appropriate proration of the fees noted above, based on the number of days that the Agreement is in effect during the quarter. 5. Regulatory Required Mailings. At your written request, we shall provide you or your mailing agent with a sufficient quantity of each Funds documents required to be sent under the federal securities laws, such as prospectuses, proxy material and periodic shareholder reports (Regulatory Required Mailings). If you are required by applicable law governing Separate Accounts and Contracts to forward Regulatory Required Mailings to Contract Owners, we agree to cause each Fund to reimburse you or your agent for your sufficiently documented out-of-pocket mailing costs for sending Regulatory Required Mailings to your Contract Owners. 6. Annual Certification. Upon our request, which may occur no more frequently than annually, you shall provide us with a certification that certifies that i) the quarterly Statements required under section 4C herein for the prior four quarters are accurate and correct; ii) all Separate Accounts hold assets exclusively for the benefit of DC Plan Contract Owners; and iii) the number of reported Plan Participants is accurate and correct. You also agree that you will permit us, or our designated representatives to have reasonable access to your personnel and records in order to monitor compliance with the terms of this Agreement. 7.
Effectiveness; Termination; Amendment.
A.
This Agreement shall become effective as of the date indicated on page one.
B.
Either Party may terminate this Agreement for any reason upon written notice to the non-terminating party. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
4
C. This Agreement shall not be amended, except by written instrument executed by all parties. This Agreement contains the entire agreement between the parties and supersedes all prior agreements or understandings between the parties relating to the same subject matter including the Master Shareholder Services Agreement dated October 1, 2003, and all amendments thereto. 8. Confidentiality. You and we agree to keep confidential all proprietary data, software, processes, information, and documentation related to this Agreement, except as may be necessary or useful to perform obligations under this Agreement or otherwise as may be required by law or agreed to by the parties. 9.
Notices. Communications with respect to this Agreement shall be sent as follows: If to you, to:
American United Life Insurance Company One American Square P.O. Box 368 Attention: Terry Burns, Assistant Vice President Attention: Richard Ellery, Associate General Counsel
If to us, to:
Franklin Templeton Distributors, Inc. One Franklin Parkway San Mateo, CA 94403 Attention: Thomas M. Regner
and:
Franklin Templeton Investor Services, LLC 3344 Quality Drive Rancho Cordova, CA 95670 Attention: Basil K. Fox, Jr., President
10. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 5
FRANKLIN TEMPLETON DISTRIBUTORS, INC. By:
/s/ Thomas M. Regner Thomas M. Regner, Senior Vice President
Date:
12/23/08
FRANKLIN TEMPLETON INVESTOR SERVICES, LLC By:
/s/ Basil K. Fox, Jr. Basil K. Fox, Jr., President
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Date:
12/19/08
AMERICAN UNITED LIFE INSURANCE COMPANY By:
/s/ Terry W. Burns
Name: Terry W. Burns Title:
Assistant Vice President
Date:
12/10/2008
6
EXHIBIT A Provisions Relating to Processing (NSCC version) A. You agree that all Separate Accounts will be established with the same registration. You also agree to complete an Account Application for each Separate Account if requested by Franklin Templeton. B. You agree that you will inform us of any new Separate Account, and corresponding account number, opened through the NSCC at least five (5) days before the end of the quarter in which the account was opened in order to enable us to include the account for payments made under Section 4 of this Agreement. C. You represent that you or your agent or designee are members of the National Securities Clearing Corporation (NSCC) and you agree that the terms and conditions of NSCC membership shall be incorporated herein and the parties hereto shall act according to their duties as NSCC members and the procedures established by the NSCC, specifically with respect to the transmission and acceptance of electronic instructions for the purchase and redemption of Fund shares through the NSCCs Defined Contribution Clearance and Settlement (DCC&S) System. D. We will furnish or cause to be furnished to you, for each Fund (1) confirmed net asset value information as of the close of trading (currently 4:00 p.m. Eastern time, 1 :00 p.m. Pacific time) on the New York Stock Exchange (the Close of Trading) on each business day that the New York Stock Exchange is open for business (each a Business Day) or at such other time as the net asset value of a Fund is calculated, as disclosed in the relevant then current Fund prospectus(es), in a format which includes the Funds name and the change from the last calculated net asset value, (2) dividend and capital gains information as it arises, and (3) in the case of fixed income funds, the daily accrual or the distribution rate factor. We shall use our best efforts to provide such information to you via the NSCCs Networking or Mutual Fund Profile system by 6:30p.m. Eastern time, 3:30 p.m. Pacific time. E. You are authorized on behalf of the Franklin Templeton Funds to: (1) receive from Plan Participants in DC Contract Owners plans for acceptance before the Close of Trading on each Business Day orders that would result in the purchase and/or sale of Fund shares issued to a Separate Account for allocation by Firm to each Plan Participants interest in Annuity Contracts (each a Plan Participants Instruction); and (2) transmit to the NSCC net purchase and/or net redemption orders for each Separate Account (each a Separate Account Instruction) to be received by us no later than 6:30 a.m. Eastern time, 3 :30 a.m. Pacific time on the next A-1
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Business Day. All Separate Account Instructions shall include the fund number assigned to the Separate Accounts. The Business Day on which a Plan Participants Instruction is received in proper form by Firm and time stamped by the Close of Trading will be the date as of which Fund shares issued to the Separate Account shall be deemed purchased, exchanged, or redeemed, provided the relevant Separate Account Instruction is transmitted to us within the time set forth above. A Plan Participants Instruction received in proper form by Finn and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next Business Day. You warrant that each Separate Account Instruction received by us represent trades associated with supporting Plan Participant Instructions received by Firm and time stamped prior to the Close of Trading on that Business Day. Separate Account Instructions received by us after the 6:30 a.m. Eastern time, 3:30 a.m. Pacific time set forth above shall be processed on the next Business Day. If specifically agreed to by us in writing, you may have the option of communicating Instructions to us by means other than DCC&S but such option will only be applicable to such Separate Accounts and for such periods as is specifically agreed to in advance. F. In the event that NSCC systems are not functioning on a given Business Day, you shall transmit Instructions to us via facsimile by 9:00 a.m. Eastern time, 6:00 a.m. Pacific time. However, this paragraph F will not be applicable to Instructions which have already been entered into DCC&S but not received by us. You must call the existence of any such Instructions to our attention and we will use commercially reasonable efforts to process those Instructions in a mutually satisfactory manner. G. Net purchase and net redemption transactions with respect to each Separate Account shall be settled in accordance with NSCC rules and procedures. In the event that NSCC systems are not functioning on a given Business Day (1) for net purchase Separate Account Instructions, you shall wire payment, or arrange for payment to be wired by your designated bank, in immediately available funds, to a Fund custodial account or accounts designated by us; and (2) for net redemption Separate Account Instructions, we shall wire payment, or arrange for payment to be wired, in immediately available funds, to an account designated by you in the Application described in paragraph A above. We must receive wires from you no later than the close of the Federal Reserve Bank on the Business Day such Instructions are received by us in accordance with Paragraph E above. H. Nothing herein shall prevent a Fund from delaying or suspending the right of redemption in accordance with the provisions of the Investment Company Act of 1940, as amended, and the rules thereunder. I. You shall be solely responsible for the accuracy of any Separate Account Instruction transmitted to us via NSCC systems or otherwise and the transmission of such A-2
instruction shall constitute your representation to us that the instruction is accurate, complete and consistent with Contract Owner Instructions who have a beneficial interest in the shares that are the subject of the Separate Account Instruction. You shall assume responsibility for any loss to us or to a Fund caused by a cancellation or correction made subsequent to the date as of which a Separate Account Instruction has been placed, and you will immediately pay such loss to us or such Fund upon notification. J. Each party to this Agreement shall notify the other of any material errors or omissions in any information including the net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible. Each party agrees to maintain reasonable errors and omissions insurance coverage commensurate with its responsibilities under this Agreement. K. As a courtesy, we request that you promptly notify us of a planned removal of a Fund from an Annuity Contracts menu of investment options. A-3
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
One Franklin Parkway San Mateo, CA 94403-1906 FRANKLIN TEMPLETON INVESTMENTS
tel 650/312.2000 franklintempleton.com January 7, 2009
American United Life Insurance Company Terri Burns, Assistant Vice President One American Square, P.O. Box 368 Indianapolis, IN 46206-0368 Re:
Services Agreement for Insurance Companies
Dear Ms. Burns: Enclosed for your files is a fully executed Services Agreement for Insurance Companies for the Franklin Templeton Funds. If you have any questions, please feel free to contact me at (650) 312-4757.
Cordially, /s/ Shannon Hughes Shannon Hughes Paralegal Enclosures
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.61 FORM N-4, ITEM 24(b)(8.61) Form of Master Shareholder Services Agreement for the Franklin Templeton Funds Effective Date: October 1, 2003 American United Life Insurance Company 1 American Square, 504C Indianapolis, Indiana 46282-0001 Attention: Re:
Mr. Bill Pfadt
Master Shareholder Services Agreement for the Franklin Templeton Funds
We understand that you currently provide recordkeeping and administrative services to certain qualified defined contribution employee benefit plans (Benefit Plans), and that you have entered into agreements with Benefit Plans under which you establish and maintain Benefit Plan participant investment accounts and provide other administrative and personal services to Benefit Plans and their participants. As principal underwriter and transfer agent, respectively, for the open-end investment companies listed in Exhibit A (collectively the Funds or individually a Fund), we desire to enter into an Agreement with you for the servicing of certain shareholders of, and the administration of certain shareholder accounts in, the Funds. The purchase and sale of Fund securities are subject to the terms and conditions set forth in each Funds current prospectus and statement of additional information. Such terms and conditions describe availability of Class A, Class C and/or Class R shares to various types of retirement plans as well as eligibility requirements for sales charge waivers. 1.A. You shall provide shareholder and administrative services for certain beneficial shareholders of the Funds who are participants in the Benefit Plans. Such services shall include, without limitation, some or all of the following: answering inquiries regarding the Funds; assistance in changing account designations and addresses; performance of sub-accounting; establishment and maintenance of shareholder accounts and records; assistance in processing purchase and redemption transactions; providing periodic statements showing a shareholders account balance and the integration of such statements with those of other transactions and balances in the shareholders other accounts serviced by you, if any; and such other information and services .as we reasonably may request, to the extent you are permitted by applicable statute, rule or regulation to provide such information or services. B.
Applicable provisions relating to agency services are set forth in Exhibit B.
2. You agree to open and maintain an omnibus account for all Benefit Plans investing in a particular Fund. We shall instruct each Fund to recognize such omnibus account as a single shareholder and not to maintain separate accounts for each Benefit Plan or Benefit Plan participant. Neither we, nor the Funds, nor any affiliate thereof (hereinafter Franklin or Templeton Entity), shall have any responsibility with respect to administrative services, including tax reporting, for participants in each Benefit Plan. 3. You represent that you have notified the appropriate Benefit Plan sponsors of the arrangements provided for in this Agreement and that the appropriate sponsors have agreed to such arrangements. You agree to notify us promptly in the event that a Benefit Plan or all of a Benefit Plans participants redeem all of their shares in the Funds. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
4.A. You represent and warrant that your performance and receipt of compensation or other benefits under this Agreement will not violate any applicable law, rule or regulation, including federal and state securities laws and the Employee Retirement Income Security Act of 1974. B. You also represent that you are registered as a broker and as a transfer agent under the Securities Exchange Act of 1934, as amended, or are not required to be so registered. 5. Neither you nor any of your employees or agents are authorized to make any representations concerning the shares of the Funds, without our prior review, except those contained in, and not taken out of context from, the then current prospectuses and statements of additional information, and current printed sales literature of the Funds, copies of which will be supplied to you by us upon request. You shall have no authority to act as agent for the Funds or for us except where necessary to perform specific services under this Agreement and as further described in Exhibit B. Any materials which contain the names Franklin Templeton, Franklin, Templeton, or Mutual Series (except when these names simply appear in a list of funds) will be subject to review by us, prior to their use with the participants and/or Benefit Plans. 6. A. You agree to hold harmless and indemnify the Funds, Franklin Templeton Distributors, Inc. (Distributors), Franklin Templeton Investor Services, LLC (Transfer Agent), and each of their respective employees, officers, directors, trustees and agents from and against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith) (collectively, Losses), arising from: (i) your violation of any law, rule or regulation; (ii) your breach of any of the provisions of this Agreement; (iii) any misstatement or omission to state a material fact relating to the Funds by you, your affiliates, employees or agents; and (iv) your cancellation of or correction to, or error in the placing of, an order or instruction for the purchase or redemption of Fund shares. 2
You agree that any gain to you or the Benefit Plans attributable to the materially incorrect calculation or reporting of the daily net asset value shall be promptly returned to the Fund. You further agree to make a reasonable effort to recover from the Benefit Plans or Benefit Plan participants any material Losses incurred by us or the Funds as a result of the forgoing. In the event that Distributors and/or, Transfer Agent determine that materially incorrect daily net asset value, dividend, or capital gain information was provided to you, Distributors and/or Transfer Agent will report any such error to you and make all necessary adjustments to reflect the correct information. B. Distributors and Transfer Agent agree to hold harmless and indemnify you and your employees, officers, directors, trustees and agents from and against any Losses arising from: (i) our violation of any law, rule or regulation; (ii) our breach of any of the provisions of this Agreement (iii) any misstatement or omission to state a material fact relating to the Funds by us, our affiliates, employees or agents; and (iv) our materially incorrect calculation of the daily net asset value, dividend rate or capital gain distribution rate for a Fund. C.
Notwithstanding the above, no party shall be responsible for any consequential or special Losses.
D. Notwithstanding any other provisions of this Agreement to the contrary, the parties hereto shall not be responsible for delays or errors caused by acts of God or by circumstances beyond their control, including without limitation, acts of governmental or military authority, national emergencies, labor unrest, mechanical breakdown, insurrection, war, riots, failure or unavailability of transportation, communication or power supply, fire, flood, earthquake or other catastrophe, extreme market volatility or trading volumes.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
7.A. In consideration of the services described herein to be provided by you which consist primarily of providing shareholder/ personal services in maintaining the accounts of Benefit Plans and Benefit Plan participants who invest in Class A, Class C or Class R shares of the Funds, you shall be entitled to receive from Distributors such fees as are set forth in each Funds prospectus. Such services may include distributing Fund prospectuses, annual reports and other Fund related information or communications to Benefit Plans and participants investing in the Funds, and answering participant and Benefit Plan sponsor inquiries regarding the Funds. These fees are paid in accordance with the Funds Rule 12b-1 plans and may change at any time, in Distributors discretion or in the discretion of the Funds boards. In addition, if a securities dealer which has a dealer/selling agreement with Distributors, is requested by a particular Benefit Plan to perform these and similar shareholder/personal services, or provides distribution services for the Benefit Plan, such dealer would generally be entitled to Rule 12b-1 plan fees. In those circumstances, Distributors would not continue to pay you for such services. Distributors shall provide you with reasonable advance notice of any change in fees payable to you. You agree to waive payment of any shareholder/personal service fees payable to you 3
hereunder, until such time as Distributors is in receipt of such fees from the Funds. Shareholder/personal service fees shall be payable on a quarterly basis, accompanied by a statement showing the calculation of the amounts payable to you. B. In consideration of the services to be provided by you which consist primarily of recordkeeping and subaccounting services for Benefit Plans and participants investing in Class A, Class C or Class R shares of the Funds through the Benefit Plans, similar to those which would be provided by Transfer Agent, the Funds transfer agent, if each participant invested directly in such Funds, you shall be entitled to receive from Transfer Agent a subaccounting/recordkeeping fee of 15 basis points per annum of the average daily net asset value of the shares invested through your arrangements with Benefit Plans in each quarter. The average daily net assets invested through such arrangements over a three-month period shall be computed in the same manner as each Fund uses to compute its net assets as set forth in its then current Prospectus. Recordkeeping and sub accounting services include establishing and maintaining participant account balances invested in the Funds through Benefit Plans, processing and accounting for participant exchanges among fund options, and processing redemptions in accordance with Benefit Plan requirements. Such fees may be changed in Transfer Agents discretion or in the discretion of the Funds boards of directors or trustees. Subaccounting/recordkeeping fees shall be payable on a quarterly basis. At the end of each month you shall provide Transfer Agent with a statement (Statement), setting forth the total number of positions/participants per Benefit Plan invested in each Fund as of the end of the month, along with any other supporting data reasonably requested by Transfer Agent. For any new omnibus account(s) established within any given quarter, the omnibus account number(s) must be submitted to Transfer Agent no later than five (5) business days prior to the end of the quarter in which the omnibus account was established. Payment of subaccounting/recordkeeping fees for a quarter shall be subject to our receipt of monthly Statements for the prior quarter(s). Upon our request, which may occur no more frequently than annually, you shall have an officer or auditor certify that the monthly Statements provided to us for the prior four quarters are accurate and correct C. For the payment period in which this Agreement terminates, there shall be an appropriate proration of the fees noted above, on the basis of the number of days that the Agreement is in effect during the quarter. 8. Except as otherwise agreed in writing, you shall bear all expenses incidental to the performance of the services described herein. We shall, however, provide you with such copies of relevant prospectuses for all participants making an initial Fund purchase as well as relevant prospectuses, proxy material, periodic reports to shareholders, and other material as shall be reasonably requested by you to disseminate to Benefit Plan participants who purchase shares of the Funds. 4
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
9. We reserve the right, in our discretion and without notice, to refuse an order for the purchase of shares or suspend the sale of shares or withdraw the sale of shares of any or all of the Funds if such purchase or sale would violate any applicable federal or state law or for other reasons we deem appropriate. 10. Upon our request, you shall provide copies of historical records relating to transactions between the Funds and the participants investing in such Funds, written communications regarding the Funds to or from such shareholders and other materials, in each case as may reasonably be requested to enable us or any other designated entity, including, without limitation, auditors, investment advisers or transfer agents for the Funds to monitor and review the services being provided under this Agreement, or to comply with any request of a governmental body or self-regulatory organization or a shareholder. You also agree that you will permit us or the Funds or any other Franklin or Templeton Entity, or any duly designated representative to have reasonable access to your personnel and records in order to facilitate the monitoring of the quality of the services being provided under this Agreement. 11. You may delegate your obligation to provide recordkeeping and administrative services under this Agreement to another entity, provided that such entity has all appropriate and necessary licenses, registrations and authorizations to perform the services delegated. Notwithstanding any such delegation, you shall remain responsible for the performance of such services, 12.A. This Agreement shall become effective as of the date indicated on page one. B. This Agreement shall terminate automatically (i) in the event of its assignment, as defined in Section 2(a)(4) of the Investment Company Act of 1940, as amended; or (ii) as to a Fund, the provisions of paragraph 7 A shall terminate in the event that the Fund terminates its 12b-l plan; or (iii) as to a Benefit Plan, in the event that your services to the Benefit Plan terminate or the Benefit Plan ceases to be a shareholder of the Funds. C. This Agreement may be terminated, either in its entirety or as to a specific Fund, upon no less than sixty (60) days advance written notice to you by either Distributors or Transfer Agent, in their discretion. You may terminate this Agreement upon no less than sixty (60) days advance written notice to either Distributors or Transfer Agent. Either party may also terminate this Agreement for cause on material violation by the other party of any provision of this Agreement. Failure to terminate for any cause shall not constitute a waiver of any right to terminate at a later date for any such cause. 5
13. In the event this Agreement is terminated, you will not continue to use the Franklin Templeton name or any other words which may be reasonably construed to imply a continuing relationship with us or with the Funds. 14. This Agreement and any amendments hereto shall not be amended, except by written instrument executed by all parties. This Agreement contains the entire agreement between the parties and supersedes all prior agreements or understandings between the parties relating to the same subject matter. 15. We acknowledge and agree that you may enter into agreements similar to this Agreement with organizations other than us which also serve as principal underwriters for, or distributors of, or transfer agents for, mutual funds. You acknowledge and agree that, nothing contained herein shall prohibit us, the Funds or any Franklin or Templeton Entity from entering into agreements similar to this Agreement with organizations other than you or from soliciting any employee benefit plan or sponsor thereof to enter into an arrangement with us, the Funds or any other Franklin or Templeton Entity for services similar to those to be provided under this Agreement. 16. You and we agree to keep confidential all proprietary data, software, processes, information, and documentation related to this Agreement, except as may be necessary or useful to perform obligations under this Agreement or otherwise as may be required by law or agreed to by the parties. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
6
17.
Communications with respect to this Agreement shall be sent as follows: If to you, to:
American United Life Insurance Company 1 American Square, 504C Indianapolis, IN 46282-0001 Attention: Bill Pfadt
If to us, to:
Franklin Templeton Distributors, Inc. One Franklin Parkway San Mateo, CA 94403-1906 Attention: Gregory E. Johnson, Chairman of the Board
and:
Franklin Templeton Investor Services, LLC 3344 Quality Drive Rancho Cordova, CA 95670 Attention: Basil K. Fox, Jr., President
with a copy to:
Franklin Templeton Investments Retirement Division One Franklin Parkway San Mateo, CA 94403-1906 Attention: Robert C. Hays, Senior Vice President
18. This Agreement and all the rights and obligations of the parties shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of laws and the provisions shall be continuous. In the event that any provision of this Agreement, or the application of any such provision to any person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted bylaw. 7
19. Any controversy arising out of, or relating to, this Agreement or the breach thereof, shall be settled by arbitration in San Mateo, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Unless otherwise agreed, any arbitration hereunder shall be heard by a three-member board of arbitration, with each party hereto selecting an independent arbitrator within thirty (30) days following a notice to arbitrate under this Agreement. If a party fails to select an arbitrator within such time period, the other party may select such arbitrator. The two arbitrators selected above shall select within thirty (30) days after their appointment a third arbitrator. A decision of a majority of arbitrators shall be final and binding upon the parties participating in the arbitration.
FRANKLIN TEMPLETON DISTRIBUTORS, INC. By: /s/ Gregory E. Johnson Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Gregory E. Johnson, Chairman of the Board
FRANKLIN TEMPLETON INVESTOR SERVICES, LLC By: /s/ Basil K. Fox, Jr. Basil K. Fox, Jr., President
Accepted and agreed to: AMERICAN UNITED LIFE INSURANCE COMPANY By:
/s/ Michael R. Grimme
Name: Mike Grimme Title:
Vice President, Marketing
Date:
9/16/03 8
EXHIBIT A Franklin Templeton Funds Participating in Shareholder Servicing Arrangements with American United Life Insurance Company and Fee Schedule For your convenience, we have listed below the Funds that are subject to this Agreement as of the effective date of this Agreement. The 12b-l fees for each Fund are stated in each Funds prospectus. The list of Funds and fees paid are subject to change. In the event of a conflict between the text of the Agreement and this Exhibit, the text of the Agreement shall govern. Franklin Adjustable U.S. Government Securities Fund Franklins AGE High Income Fund (R) Franklin Aggressive Growth Fund (R) Franklin Balance Sheet Investment Fund (R) (C) Franklin Biotechnology Discovery Fund Franklin Blue Chip Fund (R) Franklin Capital Growth Fund (R) Franklin Cash Reserves Fund Franklin Convertible Securities Fund Franklin DynaTech Fund Franklin Equity Income Fund (R) Franklin Flex Cap Growth Fund (R) Franklin Global Communications Fund Franklin Global Growth Fund Franklin Global Health Care Fund Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Franklin Gold and Precious Metals Fund Franklin Growth Fund (R) Franklin Income Fund (R) Franklin Large Cap Value Fund (R) Franklin MicroCap Value Fund (D) Franklin Natural Resources Fund (R)
Indicates that Class R, Class A and Class C shares are available.
(C)
The Franklin Balance Sheet Investment Fund was closed to new investors on 5/1/02.
(D)
Franklin Microcap Value Fund was closed to new investors on 1/29/02, but is open to employer sponsored retirement plans. A-1
Franklin Real Estate Securities Fund Franklin Rising Dividends Fund (R) Franklin Short-Intermediate U.S. Government Securities Fund Franklin Small Cap Growth Fund II (R) Franklin Small Cap Value Fund (R) Franklin Small-Mid Cap Growth Fund (R) Franklin Strategic Income Fund (R) Franklin Technology Fund (R) Franklin Templeton Conservative Target Fund (R) Franklin Templeton Growth Target Fund (R) Franklin Templeton Hard Currency Fund Franklin Templeton Moderate Target Fund (R) Franklin Total Return Fund (R) Franklin U.S. Government Securities Fund (R) Franklin U.S. Government Securities Money Market Portfolio Franklin U.S. Long-Short Fund Franklin Utilities Fund (R) Mutual Beacon Fund Mutual Discovery Fund (R) Mutual European Fund Mutual Financial Services Fund Mutual Qualified Fund Mutual Shares Fund (R) Templeton Developing Markets Trust (R) Templeton Foreign Fund (R) Templeton Foreign Smaller Companies Fund Templeton Global Bond Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund, Inc. Templeton Growth Fund, Inc. (R) Templeton International (Ex EM) Fund Templeton World Fund
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(R)
Indicates that Class R, Class A and Class C shares are available. A-2
EXHIBIT B Provisions Relating to Agency Services A. You, or your agent or designee, agree, in connection with establishing an account or accounts for Benefit Plans, to complete a Franklin Templeton Institutional Services Application for each Account registration. B. We agree to furnish or cause to be furnished to you, for each Fund (1) confirmed net asset value information as of the close of trading (currently 4:00 p.m. East Coast time, 1:00 p.m. Pacific Coast time) on the New York Stock Exchange (the Close of Trading) on each business day that the New York Stock Exchange is open for business (each a Business Day) or. at such other time as the net asset value of a Fund is calculated, as disclosed in the relevant then current prospectus(es), in a format which includes the Funds name and the change from the last calculated net asset value, (2) dividend and capital gains information as it arises, and (3) in the case of fixed income funds, the daily accrual or the distribution rate factor. We shall use our best efforts to provide or cause to be provided to you such information by 6:30 p.m. East Coast time, 3:30 p.m. Pacific Coast time. C. You, as agent for the Franklin Templeton Funds shall: (1) receive from the Benefit Plans for acceptance as of the Close of Trading on each Business Day (based upon the Benefit Plans receipt of instructions from Benefit Plan participants prior to the Close of Trading on such Business Days): (a) orders for the purchase of shares of the Funds, (b) exchange orders, and (c) redemption requests and redemption directions with respect to shares of the Funds held by the Benefit Plans (Instructions); (2) transmit to us such net purchase and/or net redemption Instructions no later than 9:00 a.m. East Coast time, 6:00 a.m. Pacific Coast time on the next following Business Day; and (3) upon acceptance of any such Instructions, communicate such acceptance to the applicable Benefit Plans (a Confirmation). The Business Day on which such Instructions are received in proper form by you and time stamped by the Close of Trading will be the date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions. Instructions received in proper form by you and time stamped after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. You warrant that all orders, Instructions and Confirmations received by you which will be transmitted to us for processing on a Business Day will have been received and time stamped prior to the Close of Trading on that Business Day. Instructions received after the 9 a.m. cut off time set forth above shall be processed on the next Business Day. D. You will wire payment, or arrange for payment to be wired by your designated bank, for such purchase orders, in immediately available funds, to a Fund custodial account or accounts designated by us. Such wires must be received no later than the close of the Reserve B-1
Bank, which is 6:00 p.m. East Coast time, on the Business Day following the Business Day as of which such purchase orders are made in conformance with Paragraph C. E. Generally, when net redemptions of shares of the Funds are the result of participant-initiated exchanges among investment alternatives offered to a Benefit Plan or distributions to participants leaving the employ of a sponsor of a Benefit Plan, we will wire payment, or arrange for payment to be wired, for redemption orders, in immediately available funds, to an account or accounts designated by you, as indicated on the original application for Benefit Plans investing in the Funds or as amended in writing, as soon as Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
possible but in any event no later than 1:00 p.m. East Coast time, 10:00 a.m. Pacific Coast time on the Business Day as of which such redemption orders are communicated to us, in conformance with Paragraph C. However, when redemptions (and to the extent such redemptions) are the result of a decision by a Benefit Plan sponsor or other Benefit Plan fiduciary to eliminate a Fund as an investment choice under the Benefit Plan, or when redemption amounts exceed the lesser of $1,000,000.00 or 50% of the amount invested by a Benefit Plan in a Fund, we reserve the right to delay settlement in accordance with standard securities transactions settlement guidelines of the Securities and Exchange Commission as then in effect. F. Each party to this Agreement shall notify the other of any errors or omissions in any information including the net asset value and distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal of any such information as promptly as possible; Each party agrees to maintain reasonable Errors and Omissions insurance coverage commensurate with your responsibilities under this Agreement. B-2
EXHIBIT A Franklin Templeton Funds Participating in Shareholder Servicing Arrangements with American United Life Insurance Company and Fee Schedule For your convenience, the following table lists the Funds that are subject to this Agreement as well as the relevant fees payable for each Fund. The 12b-l fees for each Fund apply to Class A shares only. Class R and Class C share fees are stated in each Funds prospectus. The list of Funds and fees paid are subject to change. In the event of a conflict between the text of the Agreement and this Exhibit, the text of the Agreement shall govern.
Franklin Templeton - A Share Class
Franklin Adjustable U.S. Government Securities Fund Franklins AGE High Income Fund (R) Franklin Aggressive Growth Fund (R) Franklin Balance Sheet Investment Fund (R) (C) Franklin Biotechnology Discovery Fund Franklin Blue Chip Fund (R) Franklin Capital Growth Fund * (R) Franklin Cash Reserves Fund Franklin Convertible Securities Fund Franklin DynaTech Fund Franklin Equity Income Fund (R) Franklin Flex Cap Grown Fund ** (R) Franklin Global Aggressive Growth Fund Franklin Global Communications Fund Franklin Global Growth Fund Franklin Global Health Care Fund Franklin Gold and Precious Metals Fund Franklin Growth Fund (R) Franklin Income Fund (R) Franklin Large Cap Value Fund (R) Franklin MicroCap Value Fund (C)
Ticker
CUSIP
FISAX AGEFX FGRAX FRBSX FBDIX FKBCX FKREX INRXX FISCX FKDNX FISEX FKCGX Not Available FRGUX Not Available FKGHX FKRCX FKGRX FKINX FLVAX FRMCX
353 612 302 353 538 101 354 713 687 352 423 107 354 713 844 354 713 885 353 516 107 457 756 849 353 612 104 353 496 201 353 612 401 352 51D 103 353 533 102 354 713 307 353 533 508 354 713 208 353 535 107 353 496 508 353 496 300 355 148 701 355 148 206
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
12b-1 Fee
Sub-TA
(Class A)
Fee
0.25% 0.15% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.15% 0.25% 0.25%
0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%
Total
0.40% 0.30% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.30% 0.40% 0.40%
Franklin Natural Resources Fund Franklin Real Estate Securities Fund Franklin Rising Dividends Fund (R)
FRNRX FREEX FRDPX
354 713 604 354 602 104 353 825 102
0.25% 0.25% 0.50%
0.15% 0.15% 0.15%
0.40% 0.40% 0.65%
(R) Indicates that Class R, Class A and Class C shares are available. (C) Franklin Balance Sheet Investment Fund was closed to new investors on 5/1/02. Franklin Microcap Value Fund was closed to new investors on 1/29/02, but is open to employer sponsored retirement plans, * Franklin Capital Growth Fund was formerly known as Franklin Growth and Income Fund. ** Franklin Flex Cap Growth Fund was formerly known as Franklin California Growth Fund. A-1
Franklin Templeton - A Share Class
Franklin Short-Intermediate U.S. Government Securities Fund Franklin Small Cap Growth Fund II (R) Franklin Small Cap Value Fund *** (R) Franklin Small-Mid Cap Growth Fund **** (R) Franklin Strategic Income Fund (R) Franklin Technology Fund (R) Franklin Templeton Conservative Target Fund Franklin Templeton Growth Target Fund Franklin Templeton Hard Currency Fund Franklin Templeton Moderate Target Fund (R) Franklin Total Return Fund (R) Franklin U.S. Government Securities Fund (R) Franklin U.S. Government Securities Money Market Portfolio Franklin Utilities Fund (R) Franklin Value Fund Mutual Beacon Fund Mutual Discovery Fund (R) Mutual European Fund Mutual Financial Services Fund Mutual Qualified Fund Mutual Shares Fund (R) Templeton Developing Markets Trust (R) Templeton Foreign Fund (R) Templeton Foreign Smaller Companies Fund Templeton Global Bond Fund Templeton Global Opportunities Trust Templeton Global Smaller Companies Fund, Inc. Templeton Growth Fund, Inc. (R) Templeton International (Ex EM) Fund ***** Templeton World Fund *** **** *****
Ticker
CUSIP
FRGVX FSGRX FRVLX FRSGX FRSTX FTCAX FTCIX FGTIX ICPHX FMTIX FTRRX FKUSX FGSXX FKUTX FRVLX TEBIX TEDIX TEMIX TFSIX TEQIX TESIX TEDMX TEMFX FINEX TPINX TEGOX TEMGX TEMPLX TEGEX TEMWX
353 612 203 354 713 620 355 148 305 354 713 109 354 713 505 354 713 570 354 72P 109 354 72P 505 354 728 305 354 72P 307 353 612 773 353 496 607 457 756 708 353 496 409 355 148 305 628 380 875 628 380 859 628 380 834 354 026 106 628 380 800 628 380 602 880 18W 104 880 196 209 353 61F 303 880 208 103 880 20E 100 880 22L 102 880 199 104 800 19R 500 880 196 100
12b-1 Fee
Sub-TA
(Class A)
Fee
0.10% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.15% 0.15% 0.15% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Franklin Small Cap Value Fund was formerly known as Franklin Value Fund. Franklin Small-Mid Cap Growth Fund was formerly known as Franklin Small Cap Growth Fund I. Templeton International (Ex EM) Fund was formerly known as Templeton International Fund. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%
Total
0.25% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.30% 0.30% 0.30% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40%
(R)
Indicates that Class R, Class A and Class C share are available. A-2
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.62 FORM N-4, ITEM 24(b)(8.62) Form of Administrative Services Agreement between Pax World Fund series Trust I and American United Life Insurance Company ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 1st day of May, 2009, by and between American United Life Insurance Company, a stock insurance company organized under the laws of the State of Indiana (the Company), on its own behalf and on behalf of each separate account of the Company set forth in Schedule A hereto, as may be amended from time to time (each such account hereinafter referred to as a Separate Account) and PAX WORLD FUNDS SERIES TRUST I, a Massachusetts business trust (the Fund). WITNESSETH: WHEREAS, beneficial interests in the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (each a Portfolio and collectively, the Portfolios); and WHEREAS, the Fund is registered as an open-end diversified management investment company under the Investment Company Act of 1940, as amended (hereinafter the 1940 Act) and its shares are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and WHEREAS, the Company issues certain group variable annuity contracts and group funding agreements (the Contracts) in connection with retirement plans intended to meet the qualification requirements of Sections 401, 403(b) or 457 of the Internal Revenue Code of l986, as amended (the Code); and WHEREAS, each Separate Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company under the insurance laws of the State of Indiana to set aside and invest assets attributable to the Contracts; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios set forth in Schedule B on behalf of each corresponding Separate Account set forth on such Schedule A to fund the Contracts and the Fund is authorized to sell such shares to unit investment trusts such as the Separate Accounts at net asset value; and WHEREAS, the Company will provide, or arrange to have its agent or designee provide, shareholder services, certain recordkeeping, record maintenance, sub-accounting, and other administrative services to the Contracts, as beneficial owners of the Portfolios (Services) in accordance with the terms and conditions of the Agreement set forth below. NOW, THEREFORE, in consideration of their mutual promises, the Company and the Fund agree as follows: ARTICLE 1. Purchase and Redemption of Portfolio Shares. 1.1 The procedures relating to purchase and redemption of shares of the Portfolios and the handling thereof will be subject to the terms of the then-current prospectus. The Fund agrees to sell to the Company those shares of the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of such order. For purposes of this Section, the Company shall be the designee Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
of the Fund for receipt of such orders from each Separate Account. Receipt by such designee shall constitute receipt by the Fund; provided that the Fund or its agent receives notice of such orders via the National Securities Clearing Corporation (the NSCC) by 7:00 a.m. Eastern Time on the next following Business Day. The Fund will receive all orders to purchase Portfolio shares using the NSCCs Defined Contribution Clearance & Settlement (DCC&S) platform. The Fund will also provide the Company with account positions and activity data using the NSCCs Networking platform. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section using the NSCC s Fund/SERV System. Payment shall be in federal funds transmitted by wire from the Companys designated Settling Bank to the Fund or its designee. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund or its designee calculates a Portfolios net asset value pursuant to the rules of the Securities and Exchange Commission (hereinafter the SEC). Networking shall mean the NSCCs product that allows the Fund and the Company to exchange account level information electronically. Settling Bank shall mean the entity appointed by the Fund to perform such settlement services on behalf of the Portfolios and agrees to abide by the NSCCs Rules and Procedures insofar as they relate to the same day funds settlement. If the Company is somehow prohibited from submitting purchase and settlement instructions to the Fund or its designee for Portfolio shares via the NSCCs DCC&S platform the following shall apply to this Section: The Fund agrees to sell the Company those shares of the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of such orders. For purposes of this Section, the Company shall be the designee of the Fund for the receipt of such orders from the Separate Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund or its agent receives notice of such orders by 9:30 a.m. Eastern Time on the next following Business Day. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section. Payment shall be in federal funds transmitted by wire to the Funds designated custodian, in accordance with the terms of a Portfolios current prospectus. 1.2 The Fund agrees to make shares of the Portfolios available indefinitely for purchase at the applicable net asset value per share by the Company on Business Days; provided, however, that the Board of Trustees of the Fund (hereinafter the Trustees) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, acting in good faith and in compliance with their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of any Portfolio. 1.3 The Fund agrees to redeem for cash, upon the Companys request, any full or fractional shares of the Portfolios held by the Company on behalf of a Separate Account, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of the request for redemption. For purposes of this Section, the Company shall be the designee of the Fund for receipt of requests for redemption from each Separate Account and receipt by such designee shall constitute receipt by the Fund; provided the Fund or its agent receives notice of such request for redemption via the NSCC by 7:00 a.m. Eastern Time on the next following Business Day. The Fund will receive all orders to redeem Portfolio shares using the NSCCs DCC&S platform. The Fund will also 2
provide the Company with account positions and activity data using the NSCCs Networking platform. Payment for a Portfolios shares redeemed shall be made in accordance with this section using the NSCCs Fund/SERV System. Payment shall be in federal Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
funds transmitted by the NSCC to the Separate Accounts Settling Bank as designated by the Company, on the same Business Day the Fund or its agent receives notice of the redemption order from the Company provided that the Fund or its agent receives notice by 7:00 a.m. Eastern Time on such Business Day. If the Company is somehow prohibited from submitting redemption and settlement instructions to the Fund for Portfolio shares via the NSCCs DCC&S platform the following shall apply to this Section: The Fund agrees to redeem for cash, upon the Companys request, any full or fractional shares of the Portfolios held by the Company on behalf of a Separate Account, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of the request for redemption, For purposes of this Section, the Company shall be the designee of the Fund for receipt of requests for redemption from each Separate Account and receipt by such designee shall constitute receipt by the Fund; provided the Fund or its agent receives notice of such request for redemption by 9:30 a.m. Eastern Time on the next following Business Day. Payment shall be in federal funds transmitted by wire to the Separate Account as designated by the Company, on the same Business Day the Fund or its agent receives notice of the redemption order from the Company provided that the Fund or its agent receives notice by 9:30 a.m. Eastern Time on such Business Day. 1.4
The Company will place separate orders to purchase or redeem shares of each Portfolio.
1.5 Issuance and transfer of a Portfolios shares will be by book entry only. Share certificates will not be issued to the Company or any Separate Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Separate Account or the appropriate subaccount of each Separate Account. 1.6 The Fund or its agents shall furnish prior day and same day notice to the Company of any income, dividends or capital gain distributions payable on a Portfolios shares. The Company hereby elects to receive all such dividends and distributions as are payable on a Portfolios shares in the form of additional shares of that Portfolio. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions as soon as reasonably practical after issuance. The Company reserves the right to revoke this election and to receive in cash all such dividends and distributions declared after receipt of notice of revocation by the Fund. 1.7 The Fund or its agents shall make the net asset value per share of each Portfolio available to the Company on a daily basis as soon as reasonably practical after the close of trading each Business Day, but in no event later than 7:00 p.m. Eastern Time on such Business Day. 1.8(a) If the Fund or its agents provide materially incorrect net asset value information through no fault of the Company, the Separate Accounts shall be entitled to an adjustment with respect to the Portfolio shares purchased or redeemed to reflect the correct net asset value per share. 1.8(b) The determination of the materiality of any net asset value pricing error and its correction shall be based on the SECs recommended guidelines regarding these errors. Any material error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly to the Company upon discovery. The Fund shall indemnify and hold harmless the Company 3
against any amount the Company is legally required to pay Contract Owners, participants or beneficiaries that have selected a Portfolio as an investment option (Contract Owners), and which amount is due to the Funds or its agents material miscalculation and/or incorrect reporting of or failure to report the daily net asset value, dividend rate or capital gains distribution rate. The Company shall submit an invoice to the Fund or its agents for such losses incurred as a result of the above which shall be payable within sixty (60) days Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
of receipt. Should a material miscalculation by the Fund or its agents result in a gain to the Company, the Company shall immediately reimburse the Fund, the applicable Portfolios or its agents for any material losses incurred by the Fund, the applicable Portfolios or its agents as a result of the incorrect calculation. Should a material miscalculation by the Fund or its agents result in a gain to Contract Owners, the Company will consult with the Fund or its designee as to what reasonable efforts shall be made to recover the money and repay the Fund, the applicable Portfolio or its agents. The Company shall then make such reasonable effort, at the expense of the Fund or its agents, to recover the money and repay the Fund, the applicable Portfolios or its agents; but the Company shall not be obligated to take legal action against Contract Owners. With respect to the material errors or omissions described above, this section shall control over other indemnification provisions in this Agreement. ARTICLE ll. Representations and Warranties 2.1. The Company represents and warrants that the Contracts are or will be registered unless exempt and that it will make every effort to maintain such registration under the 1933 Act to the extent required by the 1933 Act; that the Contracts are intended to be issued and sold in compliance in all material respects with all applicable federal and state laws. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Separate Account prior to any issuance or sale of Contracts, shares or other interests therein, as a segregated asset account under the insurance laws of the State of Indiana and has registered or, prior to any issuance or sale of the Contracts, will register and will maintain the registration of each Separate Account as a unit investment trust in accordance with and to the extent required by the provisions of the 1940 Act, unless exempt therefrom, to serve as a segregated investment account for the Contracts. Unless exempt, the Company shall amend its registration statement for its Contracts under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts. The Company shall register and qualify the Contracts for sale in accordance with securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2 The Fund represents and warrants that (i) each Portfolios shares sold pursuant to this Agreement shall be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and shall remain registered under the 1940 Act for as long as the Portfolio shares are sold; (ii) the Fund shall amend the registration statement for a Portfolios shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of shares; and (iii) the Fund shall register and qualify a Portfolios shares for sales in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or its agent. 2.3 The Fund represents that each Portfolio (a) is currently qualified as a Regulated Investment Company under Subchapter M of the Code; (b) will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision); and (c) will notify the Company 4
immediately upon having a reasonable basis for believing that such Portfolio has ceased to so quality or might not so quality in the future. 2.4 The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or insurance regulations of the various states. 2.5 The Fund represents that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with applicable provisions of the 1940 Act.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
2.6 The Fund represents and warrants that all of its Trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a bonding company. 2.7 The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage in an amount not less than $5 million. The aforesaid includes coverage for larceny and embezzlement and is issued by a reputable bonding company. 2.8 The foregoing representations and warranties shall be made, by the parties hereto that makes such representation or warranty as of the date first written above and at the time of each purchase and each sale of each Portfolios shares pursuant to this Agreement. 2.9 The Company represents that it has adopted written policies and procedures reasonably designed to detect and deter frequent and/or disruptive trading in Shares. The Company and the Fund agree to reasonably cooperate for the purpose of discouraging frequent or disruptive trading in shares of the Funds and agree to negotiate a shareholder information agreement under Rule 22c-2. ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting 3.1 The Fund shall be responsible for all materials, production and distribution costs of a Portfolios prospectus and statement of additional information, and hereby agrees to provide such Portfolios prospectus and periodic reports to the Company, or to any such third-party vendor selected by the Company, in such sufficient quantity as is reasonably necessary for the Company or such third-party vendor to provide to Contract Owners. 3.2(a) The Fund shall be responsible for all materials, production and distribution costs of a Portfolios proxy statements, reports to shareholders, and other communications to shareholders, and hereby agrees to provide such Portfolios proxy statements, reports to shareholders, and other communications to shareholders to the Company, or to any such third-party vendor selected by the Company, in such sufficient quantity as is reasonably necessary for the Company or such third-party vendor to provide to Contract Owners. 5
3.3 If and to the extent required by law the Company shall distribute all proxy material furnished by the Fund to Contract Owners to whom voting privileges are required to be extended and shall: A.
solicit voting instructions from Contract Owners;
B.
vote Portfolio shares held in the Separate Account in accordance with instructions received from Contract Owners; and
c.
so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable annuity contract owners, vote Portfolio shares held in the Separate Account for which no timely instructions have been received, in the same proportion as shares of such Portfolio for which instructions have been received from the Companys Contract Owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account for its own account, to the extent permitted by law. Notwithstanding the foregoing, with respect to the Portfolio shares held by unregistered Separate Accounts Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
that issue Contracts issued in connection with employee benefit plans subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, the Company shall vote such shares allocated to such Contracts only in accordance with the Companys agreements with such Contract Owners. 3.4 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. The Fund will not hold annual meetings but will hold such special meetings as may be necessary from time to time. Further, the Fund will act in accordance with the SEC interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto. ARTICLE IV. Sales Material and Information 4.1 Neither the Company nor any person contracting with the Company shall give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for Portfolio shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Portfolios, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund. 4.2 The Fund shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or any Separate Account is named, at least five calendar days prior to its use. No such literature or material shall be used without prior approval from the Company or its designee, however, the failure to object in writing within two (2) Business Days will be deemed approved. Such approval process shall not apply to subsequent usage of materials that are substantially similar to prior approved materials. 4.3 The Fund shall not intentionally give any information or make representations on behalf of the Company or concerning the Company, each Separate Account, or the Contracts other than the 6
information or representations contained in the Contracts, a disclosure document, registration statement or prospectus for the Contracts (if applicable), as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Separate Account which are in the public domain or approved by the Company for distribution to Contract Owners or participants, or in sales literature or other promotional material approved by the Company, except with the permission of the Company. 4.4 Upon receipt of such request from the Company, the Fund will provide to the Company at least one complete copy of all prospectuses, statements of additional information, reports to shareholders, proxy statements, and all amendments to any of the above, that relate to the Fund or Portfolios, promptly after the filing of such document with the SEC or other regulatory authorities. 4.5. The Company will provide to the Fund at least one complete copy of all prospectuses, statements of additional information, reports, solicitations for voting instructions, and all amendments to any of the above, if applicable to the investment in a Separate Account or Contract, promptly after the filing of such document with the SEC or other regulatory authorities. 4.6 For purposes of this Article IV, the phrase sales literature or other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, Internet, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, electronic mail, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
agents or employees, registration statements, disclosure documents, prospectuses, statements of additional information, shareholder reports, and proxy materials. 4.7 The Company agrees and acknowledges the Company has no right, title or interest in the names and marks of the Fund or Portfolios and that all use of any designation comprised in whole or part or such names or marks under this Agreement shall inure to the benefit of the Fund and the Portfolios. With the exception of including the name and logo of the Fund in an advertisement listing the names of the various investment portfolios maintained in the Companys separate accounts, the Company shall not use any such names or marks on its own behalf or on behalf of a Separate Account in connection with marketing the Contracts without prior written consent of the Fund. Upon termination of this Agreement for any reason, the Company shall cease all use of any such names or marks. 4.8 The Fund agrees and acknowledge it has no right, title or interest in the names and marks of the Company, and that all use of any designation comprised in whole or part or such names or marks under this Agreement shall inure to the benefit of the Company. Except as provided in Section 4.2, the Fund shall not use any such names or marks on its own behalf or on behalf of a Portfolio in connection with marketing such Fund or Portfolio without prior written consent of the Company. Upon termination of this Agreement for any reason, the Fund and Portfolios shall cease all use of any such names or marks. 7
ARTICLE V. Fees and Expenses 5.1 In accordance with the terms and conditions of the Agreement, the Company agrees and acknowledges the Fund will not provide the Services. Therefore, in consideration of the Company providing the Services, the Fund shall pay the fees provided for in the attached Schedule C. ARTICLE VI. Indemnification 6.1
Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, each Portfolio and each of their respective Trustees, directors, officers, employees or agents and each person, if any, who controls the Fund or a Portfolio within the meaning of section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 6.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of Portfolio shares or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the disclosure statement, registration statement, prospectus or statement of information for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that this agreement to indemnify shall not apply as to an Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Fund to the Company on behalf of the Fund for use in the registration statement, prospectus or statement of additional information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(ii) arise out of or as a result of (a) statements or representations by or on behalf of the Company (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Portfolio shares; or (iii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Fund (or any amendment thereof or supplement thereto) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund or its designee by the Company or persons under its control; or 8
(iv) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement; except to the extent provided in Sections 6.1(b) and 6.3 hereof. (b) No party shall be entitled to indemnification to the extent that such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification. (c) In accordance with Section 6.3 hereof, the Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of Portfolio shares or the Contracts or the operation of the Fund. 6.2
Indemnification by the Fund
(a) The Fund agrees to indemnify and hold harmless the Company and each of its directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 6.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the shares of the Portfolios or the Contracts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Fund on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or the Portfolio shares; or
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Contracts not supplied by the Fund or persons under its control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or reckless disregard of duty of the Fund or persons under the control of the Fund, with respect to the sale or distribution of the Contracts or Portfolio shares; or 9
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, statement of additional information or sales literature or other promotional material with respect to the Contracts (or any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Fund or persons under the control of the Fund; or (iv) arise as a result of any material failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; except to the extent provided in Sections 6.2(b) and 6.3 hereof. (b) No party shall be entitled to indemnification to the extent that such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification. (c) In accordance with Section 6.3 hereof, the Indemnified Parties will promptly notify the Fund of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Separate Accounts. 6.3
Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article VI (Indemnifying Party for the purpose of this Section 6.3) shall not be liable under the indemnification provisions of this Article VI with respect to any claim made against a party entitled to indemnification under this Article VI (Indemnified Party for the purpose of this Section 6.3) unless such Indemnified Party shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such party shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VI. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Partys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by the Indemnified Party, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (i)
the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such
counselor Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
10
(ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VI. The indemnification provisions contained in this Article VI shall survive any termination of this Agreement. ARTICLE VII. Applicable Law 7.1 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. 7.2 This Agreement shall be subject to the provisions of the 1933 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE VIII. Termination 8.1
This Agreement shall terminate:
(a) at the option of any party upon thirty (30) days advance written notice to the other parties unless otherwise agreed in a separate written agreement among the parties; or (b) at the option of the Fund upon institution of formal proceedings against the Company by the Financial Industry Regulatory Authority, Inc. (hereinafter the FINRA), the SEC, the insurance commission of any state or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Separate Accounts, or the purchase of the Portfolio shares, which in the judgment of the Fund are reasonably likely to have a material adverse effect on the Companys ability to perform its obligations under this Agreement; or (c) at the option of the Company upon institution of formal proceedings against the Fund by the FINRA, the SEC, or any state securities or insurance department or any other regulatory body, related to the purchase or sale of the Portfolio shares or the operation of the Fund which in the judgment of the Company are reasonably likely to have a material adverse effect on the Funds ability to perform its obligations under this Agreement; or (d) at the option of the Company if a Portfolio delineated in Schedule B ceases to qualify as a Regulated Investment Company under Subchapter M of the Code (a RIC), or under any successor or similar provision, and the disqualification is not cured within the period permitted for such cure, or if the Company reasonably believes that any such Portfolio may fail to so qualify and be unable to cure such disqualification within the period permitted for such cure; or (e) at the option of any party to this Agreement, upon another partys material breach of any provision of this Agreement; provided that the party not in breach shall give the party in 11
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
breach notice of the breach and the party in breach does not cure such breach within thirty (30) days of receipt of such notice of breach; or (f) at the option of the Company, if the Company determines in its sole judgment exercised in good faith, that either the Fund has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company; or (g) at the option of the Fund, if the Fund determines in its sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Fund. 8.2 It is understood and agreed that the right to terminate this Agreement pursuant to Section 8.l(a) may be exercised for any reason or for no reason. 8.3
Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to Section 8.l(a) through 8.l(g) of this Agreement and subject to Section 1.2 of this Agreement, the Company may require the Fund to continue to make available additional shares of a Portfolio for so long after the termination of this Agreement as the Company may remain obligated to Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts), unless such further sale of a Portfolios shares is proscribed by law, regulation or an applicable regulatory body. Specifically, without limitation, the owners of the Existing Contracts shall be permitted to direct reallocation of investments in the Portfolios, redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts unless such further sale of Portfolio shares is proscribed by law, regulation or an applicable regulatory body. (b) The Fund shall not remain obligated to pay Company the fees in effect as of the date of termination for even so long as shares are held by the Separate Accounts and Company continues to provide Services to the Separate Accounts. ARTICLE IX. Notices 9.1 (a) Any notice shall be deemed duly given only if sent by hand or overnight express delivery, evidenced by written receipt or by certified mail, return receipt requested, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. All notices shall be deemed given the date received or rejected by the addressee. 12
If to the Company: American United Life Insurance Company One American Square Indianapolis, Indiana 46282 Attention: Vice President, Marketing, Retirement Services If to the Fund: Pax World Funds Series Trust I Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
30 Penhallow Street, Suite 400 Portsmouth, NH 03801 Attention: Manager, Broker/Dealer Services ARTICLE X. Miscellaneous 10.1 Subject to law and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all other information reasonably identified as such in writing by any other party hereto, and, except as contemplated by this Agreement, shall not disclose, disseminate or utilize such confidential information without the express prior written consent of the affected party until such time as it may come into the public domain. In addition, the parties hereby represent that they will use and disclose Personal Information (as defined below) only to carry out the purposes for which it was disclosed to them and will not use or disclose Personal information if prohibited by applicable law, including, without limitation, statutes and regulations enacted pursuant to the Gramm-Leach-Bliley Act (Public Law 106-102). Personal Information means financial and medical information that identifies an individual personally and is not available to the public, including, but not limited to, credit history, income, financial benefits, policy or claim information and medical records. If either party outsources services to a third party, such third party will agree in writing to maintain the security and confidentiality of any information shared with them. 10.2 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 10.3 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 10.4 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 10.5
This Agreement shall not be assigned by any party hereto without the prior written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the FINRA, and state insurance regulators) and shall permit each other and such authorities (and the parties hereto) reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions 13
contemplated hereby. Notwithstanding the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with Services provided under this Agreement which such Commissioner may request in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with the California laws and regulations. 10.7 Each party represents that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or trust action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles; (b) the party has obtained, and during the term of this Agreement will maintain, all authorizations, licenses, qualifications or registrations required to be maintained in connection with the performance of its duties under this Agreement; and (c) the party will comply in all material respects with all applicable laws, rules and regulations.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
10.8 The parties to this Agreement may amend by written agreement the Schedules to this Agreement from time to time to reflect changes in or relating to the Contracts, the Separate Accounts or the Portfolios of the Fund. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative as of the date first written above. AMERICAN UNITED LIFE INSURANCE COMPANY
PAX WORLD FUNDS SERIES TRUST I
By:
By:
/s/Richard M. Ellery
/s/Maureen L. Conley
Name: Richard M. Ellery
Name: Maureen L. Conley
Title:
Title:
Associate General Counsel
Secretary
14
SCHEDULE A SEPARATE ACCOUNTS Name of Separate Account and Date Established AUL American Unit Trust October 10, 1989
033-31375
15
SCHEDULE B PORTFOLIOS Portfolio
CUSIP
Ticker
Pax World Balanced Fund Individual Investor Class
704223106
PAXWX
Pax World Balanced Fund R Class
704223304
PAXRX
Pax World Growth Fund Individual Investor Class
704223403
PXWGX
Pax World Growth Fund R Class
704223601
PXGRX
Pax World High Yield Bond Fund Individual Investor Class
704223700
PAXHX
Pax World High Yield Bond Fund R Class
704223882
PXHRX
Pax World Womens Equity Fund Individual Investor Class
704223841
PXWEX
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Pax World International Fund Individual Investor Class
704223759
PXINX
Pax World International Fund R Class
704223734
PXIRX
Pax World Small Cap Fund Individual Investor Class
704223825
PXSCX
Pax World Small Cap Fund R Class
704223791
PXSRX
Pax World Global Green Fund Individual Investor Class
704223783
PGRNX
Pax World Global Green Fund R Class
704223767
PGRGX
16
SCHEDULE C Share Class:
Sub-TA Services fee rate:
Individual Investor Class
0.10% per year
R Class
0.10% per year
Any fees paid for Services shall be calculated by the Company. Within ten (10) Business Days after the end of each quarterly for each Portfolio, the Company shall send the Fund a statement of the average daily value of a Portfolios shares, together with a statement of the amount of such fees. In the calculation of the fees, the Funds records shall govern if an error can be shown in the number of shares used in such calculations. The fee shall be paid by wire transfer within thirty (30) days following the receipt of such invoice by the Fund. The wire transfer shall be separate from wire transfers of redemption proceeds or distributions under this Agreement. Payment of the fee shall be by wire transfer to the following account: Bank Name: Huntington Bank Bank City, State: Columbus, Ohio Routing#: 044000024 Account number: 01400673890 Bank account name: American United Life Insurance 17
TRUST PROFILE SHEET 1.
Trust Company Name: American United Life Insurance
2.
Trust Company Address: 1 American Square Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Indianapolis, IN 46282 3.
Contact Name: Jeff Tatum / Separate Accounts Contact Telephone Number: 317-285-1121 or 317-285-2581 Contact Fax Number: 317-285-1947 Email address:
[email protected]
4.
Where will statements be mailed?
5.
Do you currently hold Omnibus Accounts? YES o NO x
6.
Do You Use Networking? YES x NO o
7.
If using Networking, indicate: Matrix Level 0 (Level 3 trading not allowed) NSCC Participant Number 4591 NSCC Alpha Indicator ZH
8.
If using Networking, when would you like to receive Position Files? o 1st and 3rd Friday o 2nd and 4th Friday o 1st and 3rd Thursday o 2nd and 4th Thursday Other: Everyday *Please Note: Any additional position files are on an as requested basis.
9.
Trades will be initiated by: o TPA o Clearing Agent B/D o Trust x Initiator Name & Number:
10.
Trades will be settled by: x Trust Clearing o Agent B/D o Trust o Settling Entity Name, Address & Number: Settling Entity Networking Alpha Code: Do you possess Settlement Override capability? YES o NO x If not, will an Alternate Settlement Cycle be required? YES o NO o What are your settlement Cycle requirements? T+1 x T+3 o Completed fact sheet to be forwarded to: ALPS Distributors, Inc. 1290 Broadway, Suite 1100 Denver, CO 80203
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.63 FORM N-4, ITEM 24(b)(8.63) Form of Fund Participation Agreement between Timothy Plan, Timothy Partners, LTD and American United Life Insurance Company FUND PARTICIPATION AGREEMENT This AGREEMENT is made this day of , by and between American United Life Insurance Company(R) (the Company), a life insurance Company domiciled in Indiana, on its behalf and on behalf of the segregated asset accounts of the Company listed on Exhibit: A to this Agreement (the Separate Accounts); the Timothy Plan (the Fund), a Delaware business trust; and Timothy Partners, Ltd. (Distributor), a Florida limited partnership. WITNESSETH WHEREAS, the Fund is registered with the Securities and Exchange Commission (SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended ( 1940 Act) and the Fund is authorized to issue separate classes of shares of beneficial interests (shares), each representing an interest in a separate portfolio of assets known as a series and each series has its own investment objective, policies, and limitations; and WHEREAS, the Fund is available to offer shares of one or more of its series to separate accounts of insurance companies that fund variable life insurance policies and variable annuity contracts (Variable Contracts) and to serve as an investment medium for Variable Contracts offered by insurance companies that have entered into participation agreements substantially similar to this agreement (Participating Insurance Companies), and the Fund is currently comprised of separate series, and other series may be established in the future; and WHEREAS, the Fund has obtained an order from the SEC, granting Participating Insurance Companies, separate accounts funding Variable Contracts of Participating Insurance Companies, and the Fund exemptions from the provisions of sections 9(a), 13(a), *15(a), and 15(b) of the 1940 Act and paragraph (b)(15) of Rule 6e-3(T) under the 1940 Act, to the extent necessary to permit such persons to rely on the exemptive relief provided under paragraph (b)(15) of Rule 6e-3(T), even though shares of the Fund may be offered to and held by separate accounts funding variable annuity contracts or scheduled or flexible premium variable life insurance contracts of both affiliated and unaffiliated life insurance companies (the Shared Funding Exemptive Order); and WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, asserted( 1.34 Act), and is a member in good standing of the National Association of Securities Dealers, (NASD); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company wishes to purchase shares of one or more of the Funds series on behalf of its Separate Accounts to serve as an investment medium for Variable Contracts funded by the Separate Accounts, and the Distributor is authorized to sell shares of the Funds series; NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants hereinafter set forth, the parties hereby agree as follows: ARTICLE I. Sale of Fund Shares 1.1. The Distributor agrees to sell to the Company those shares of the series offered and made available by the Fund and identified on Exhibit E (Series) that the Company orders on behalf of its Separate Accounts, and agrees to execute such orders on each day on which the Fund calculates its net asset value pursuant to rules of the SEC (business day) at the net asset value next computed after receipt and acceptance by the Fund or its agent of the order for the shares of the Fund.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
1.2. The Fund agrees to make available on each business day shares of the Series for purchase at the applicable net asset value per share by the Company on behalf of its Separate Accounts; provided, however, that the Trustees of the Fund may refuse to sell shares of any Series to any person, or suspend or terminate the offering of shares of any Series, if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, acting in good faith and in light of the Trustees
fiduciary duties under applicable law, necessary in the best interests of the shareholders of any Series. 1.3. The Fund and the Distributor agree that shares of the Series of the Fund will be sold only to Participating Insurance Companies, their separate accounts, and other persons consistent with each Series being adequately diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as amended (Code) and the regulations thereunder. No shares of any Series will be sold directly to the general public. 1.4. The Fund and the Distributor will not sell shares of the Series to any insurance company or separate account unless an agreement containing provisions substantially the same as this Agreement is in effect to govern such sales. 1.5. Upon receipt of a request for redemption in proper form from the Company, the Fund agrees to redeem any full or fractional shares of the Series held by the Company, ordinarily executing such requests on each business day at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption, except that the Fund reserves the right to suspend the right of redemption, consistent with Section 22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid consistent with applicable rules of the SEC and procedures and policies of the Fund as described in the current prospectus. 1.6. The Company agrees to purchase and redeem the shares of each Series in accordance with the provisions of the current prospectus for the Fund. In the event the Company trades through a clearing house, the Company warrants, covenants and agrees that all trades received by the Funds transfer agent prior to 8:30 am (Eastern time) each day the NYSE is open for business have been received by the Company prior to the close of the NYSE (4:00 pm Eastern time) on the preceding day, and that the Company will indemnify the Trust, the Board of Trustees, transfer agent, underwriter, and shareholders against any claim, liability, expenses or losses incurred in the event any legal action is initiated against any one of the indemnities or any combination of or all of them, whether such action is civil, criminal, or administrative. Subject to the conditions and covenants set forth herein, orders received by the transfer agent prior to 8:30am each day the NYSE is open for business will be transacted at the NAV established the preceding day. 1.7. The Company shall pay for shares of the Series on the same day that it places an order to purchase shares of the Series. Payment shall be in federal funds transmitted by wire or by any other method mutually agreed upon by the Parties hereto. 1.8. Issuance and transfer of shares of the Series will be by book entry only unless otherwise agreed by the Fund. Stock certificates will not be issued to the Company or the Separate Accounts un less otherwise agreed by the Fund. Shares ordered from the Fund will be recorded in an appropriate title for the Separate Accounts or the appropriate subaccounts of the Separate Accounts. 1.9. The Fund shall use its best efforts to furnish notice (by wire or telephone, followed by written confirmation) to the Company of any income dividends or capital gain distributions to be paid on the shares of the Series prior to actual payment, however, in the event the Fund is unable to provide advance notice, the Fund shall provide notice immediately upon the event of the payment of a dividend or capital gain or combination thereof. The Company hereby elects to reinvest in the Series all such dividends and distributions as are payable on a Series shares and to receive such dividends and distributions in additional shares of that Series. The Company reserves the right to revoke this election in writing and to receive all such dividends and distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10. The Fund shall instruct its recordkeeping agent to advise the Company on each business day of the net asset value per share for each Series as soon as reasonably practical after the net asset value per share is calculated. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
ARTICLE 11. Representations and Warranties 2.1. The Company represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it is taxed as an insurance company under Subchapter L of the Code. 2.2. The Company represents and warrants that it has legally and validly established each of the Separate Accounts as a segregated asset account under the Indiana Insurance Code, and that each of the Separate Accounts is a validly existing segregated asset account under applicable federal and state law. 2.3. The Company represents and warrants that the Variable Contracts issued by the Company or interests in the Separate Accounts under such Variable Contracts (1) are or, prior to issuance, will be registered as securities under the Securities Act of 1933 ( 1933 Act) or, alternatively (2) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act.
2.4. The Company represents and warrants that each of the Separate Accounts (1) has been registered as a unit investment trust in accordance with the provisions of the 1940 Act or, alternatively (2) has not been registered in proper reliance upon an exclusion from registration under the 1940 Act. 2.5. The Company represents that it believes, in good faith, that the Variable Contracts issued by the Company are currently treated as annuity contracts or life insurance policies (which may include modified endowment contracts), whichever is appropriate, under applicable provisions of the Code. 2.6. The Company represents and warrants that any of its Separate Accounts that fund variable life insurance contracts and that are registered with the SEC as investment companies, rely on the exemptions provided by Rule 6e-3(T), or any successor thereto, and not on Rule 6e-2 under the 1940 Act. 2.7. The Fund represents and warrants that it is duly organized as a business trust under the laws of the state of Delaware, and is in good standing under applicable law. 2.8. The Fund represents and warrants that the shares of the Series are duly authorized for issuance in accordance with applicable law and that the Fund is registered as an open-end management investment company under the 1940 Act. 2.9. The Fund represents that it believes, in good faith, that the Series currently comply with the diversification provisions of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance, policies and variable annuity contracts. 2.10. The Distributor represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. ARTICLE III. General Duties 3.1. The Fund shall take all such actions as are necessary to permit the sale of the shares of each Series to the Separate Accounts, including maintaining its registration as an investment company under the 1940 Act, and registering the shares of the Series sold to the Separate Accounts under the 1933 Act for so long as required by applicable law. The Fund shall amend its Registration Statement filed with the SEC under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of the shares Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
of the Series. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states to the extent deemed necessary by the Fund or the Distributor. 3.2. The Fund shall make every effort to maintain qualification of each Series as a Regulated Investment Company under Subchapter M of the Code (or any successor or similar provision) and shall notify the Company immediately upon having a -reasonable basis for believing that a Series has ceased to so qualify or that it might not so qualify in the future. 3.3. The Fund shall make every effort to enable each Series to comply with the diversification provisions of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance policies and variable annuity contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder, and shall notify the Company immediately upon having a reasonable basis for believing that any Series has ceased to comply. 3.4. The Fund shall be entitled to receive and act upon advice of its General Counsel or its outside counsel in meeting the requirements specified in Sections 3.2 and 3.3 hereof. 3.5. The Company shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Variable Contracts issued by the Company, including registering each Separate Account as an investment company to the extent required under the 1940 Act, and registering the Variable Contracts or interests in the Separate Accounts under the Variable Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Variable Contracts from state insurance commissioners.
3.6. The Company shall make every effort to maintain the treatment of the Variable Contracts issued by the Company as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and shall notify the Fund and the Distributor immediately upon having a reasonable basis for believing that such Variable Contracts have ceased to be so treated or that they might not be so treated in the future. 3.7. The Company shall offer and sell the Variable Contracts issued by the Company in accordance with applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Conduct Rules, and state law respecting the offering of variable life insurance policies and variable annuity contracts. 3.8. The Distributor shall sell and distribute the shares of the Series of the Fund in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Conduct Rules, and state law. 3.9. The Fund affirms and agrees the Board of Trustees of the Fund shall be comprised of persons who are not interested persons of the Fund (disinterested Trustees), as is required by the Securities and Exchange Act of 1940 and the regulations promulgated thereunder and such other Acts and regulations as may regulate the composition of the Board. The Fund further agrees that the addition or replacement of a Trustee or Trustees shall be effected as set forth in the regulations and shall specifically be consummated within the time allotted under the rules. 3.10. The Company agrees to provide, as promptly as possible, notice to the Fund and to the Distributor if the Company has reason to know about a meeting of some or all of the owners of the Variable Contracts or shareholders of the Fund, where the agenda or purpose of the meeting relates, in whole or in part, to the Fund, and that has not been called by the Funds Board of Trustees (and which shall not include a vote of Variable Contract Owners having an interest in a Separate Account to substitute shares of another investment company for corresponding shares of the Fund or a Series, as described in Section 9(e) and to which the notice provision of Section 9.2 shall apply). In such an event, the Company agrees to distribute proxy statements and any additional solicitation materials upon the request of the Fund or the Distributor to the owners of the Variable Contracts issued by the Company at least 30 days prior to the meeting. The Company further agrees that it shall take no action, directly or indirectly, in furtherance of shareholders of the Fund or Contract Owners taking any action with respect to the Fund by written consent and without a meeting. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
3.11. Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, the NASD, and state insurance, regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. ARTICLE IV. Potential Conflicts 4.1. The Funds Board of Trustees shall monitor the Fund for the existence of any material irreconcilable conflict (1) between the interests of owners of variable annuity contracts and variable life insurance policies, and (2) between the interests of owners of Variable Contracts (Variable Contract; Owners) issued by different Participating Insurance Companies that invest in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, noaction or interpretive letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the Fund or any Series are being managed; or (e) a decision by a Participating Insurance Company to disregard the voting instructions of Variable Contract Owners. 4.2. The Company agrees that it shall be responsible for reporting any potential or existing conflicts to the Funds Board of Trustees. The Company will be responsible for assisting the Board of Trustees of the Fund in carrying out its responsibilities under this Agreement, by providing the Board with all information reasonably necessary for the Board to consider any issues raised.This includes, but is not limited to, an obligation by the Company to inform the Board whenever Variable Contract Owner voting instructions are disregarded. The Company shall carry out its responsibility under this Section 4.2 with a view only to the interests of the Variable Contract Owners.
4.3. The Company agrees that in the event that it is determined by a majority of the Board of Trustees of the Fund that a material irreconcilable conflict exists, the Company shall, to the extent reasonably practicable (as determined by a majority of the Trustees of the Board of the Fund), take whatever steps are necessary to eliminate the irreconcilable material conflict, including: (1) withdrawing the assets allocable to some or all of the Separate Accounts from the Fund or any Series and reinvesting such assets in a different investment medium, which may include another series of the Fund, or submitting the question of whether such segregation should be implemented to a vote of all affected Variable Contract Owners and, as appropriate, segregating the assets of any appropriate group (i.e., Contract Owners of Variable Contracts issued by one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract Owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of the Companys decision to disregard Variable Contract Owners voting instructions and that decision represents a minority position or would preclude a majority vote, the Company shall be required, at the Funds election, to withdraw the Separate Accounts investment in the Fund, and no charge or penalty will be imposed as a result of such withdrawal. The Fund shall neither be required to bear the costs of remedial actions taken to remedy a material irreconcilable conflict nor shall it be requested to pay a higher investment advisory fee for the sole purpose of covering such costs. In addition, no Variable Contract Owner shall be required directly or indirectly to bear the direct or indirect costs of remedial actions taken to remedy a material irreconcilable conflict. A new funding medium for any Variable Contract need not be established pursuant to this Section 4.3, if an offer to do so has been declined by vote of a majority of Variable Contract Owners who would be materially and adversely affected by the irreconcilable material conflict. The Company and the Fund shall carry out their responsibilities under this Section 4.3 with a view only to the interests of the Variable Contract Owners. 4.4. The Board of Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
ARTICLE V. Prospectuses and Proxy Statements: Voting 5.1. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Fund to the owners of Variable Contracts issued by the Company as required to be distributed to such Variable Contract Owners under applicable federal or state law. 5.2. The Distributor shall provide the Company a final copy of the Funds prospectus in cameraready electronic format, and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Variable Contracts issued by the Company and the current prospectus for the Fund. The Fund shall reimburse the Company its share of the printing expense incurred in printing the prospectus to be distributed, as required under the regulations, to existing Variable Contract Owners. The Funds share shall be calculated by adding the total number of pages dedicated to the Fund, divided by the total number of pages in the prospectus containing all the portfolios offered in the separate account, multiplied times the cost per printed prospectus multiplied times the number of prospectuses sent to existing Variable Contract Owners. The Company shall bear the expense of printing copies of the Funds prospectus that are used in connection with offering the Variable Contracts issued by the Company. 5.3. The Fund and the Distributor shall provide in electronic, camera ready format (1) at the Funds expense, the Funds current Statement of Additional Information (SAP) to the Company, (2) at the Companys expense, the Company may print such number of copies of the Funds current SAI as the Company shall reasonably require in accordance with applicable law in connection with offering the Variable Contracts issued by the Company. 5.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, in such quantity as the Company shall reasonably require for purposes of distributing to owners of Variable Contracts issued by the Company. The Fund, shall provide in electronic, camera ready format, periodic reports and other communications to shareholders to the Company, and shall reimburse the Company its share of the cost in producing the reports, calculated in the same manner as set forth for the calculation of the Funds share of the cost for prospectuses for existing Variable Contract Owners as set forth above,. The Fund shall provide a final copy of the Funds proxy materials, periodic reports to shareholders and other communications to shareholders, in camera-ready copy and provide other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to owners of Variable Contracts issued by the Company. 5.5. For so long as the SEC interprets the 1940 Act to require pass-through voting by Participating Insurance Companies whose Separate Accounts are registered as investment companies under the 1940 Act, the Company shall vote shares of each Series of the Fund held in a Separate Account or a subaccount thereof, whether or not registered under the 1940 Act, at regular and special
meetings of the Fund in accordance with instructions timely received by the Company (or its designated agent) from owners of Variable Contracts funded by such Separate Account or subaccount thereof having a voting interest in the Series. The Company shall vote shares of a Series of the Fund held in a Separate Account or a subaccount thereof that are attributable to the Variable Contracts as to which no timely instructions are received, as well as shares held in such Separate Account or subaccount thereof that are not attributable to the Variable Contracts and owned beneficially by the Company (resulting from charges against the Variable Contracts or otherwise), in the same proportion as the votes cast by owners of the Variable Contracts funded by that Separate Account or subaccount thereof having a voting interest in the Series from whom instructions have been timely received. The Company shall vote shares of each Series of the Fund held in its general account, if any, in the same proportion as the votes cast with respect to shares of the Series held in all Separate Accounts of the Company or subaccounts thereof, in the aggregate. 5.6. The Fund shall disclose in its prospectus that (1) shares of the Series of the Fund are offered to affiliated or unaffiliated insurance company separate accounts which fund both annuity and life insurance contracts, (2) due to differences in tax treatment or other considerations, the interests of various Variable Contract Owners participating in the Fund or a Series might at some time be in conflict, and (3) the Board of Trustees of the Fund will monitor for any material conflicts and determine what action, if any, should be Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
taken. The Fund hereby notifies the Company that prospectus disclosure may be appropriate regarding potential risks of offering shares of the Fund to separate accounts funding both variable annuity contracts and variable life insurance policies and to separate accounts funding Variable Contracts of unaffiliated life insurance companies. ARTICLE VI. Sales Material and Information 6.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund (or any Series thereof) or its investment adviser or the Distributor is named, and no such sales literature or other promotional material shall be used without the approval of the Fund and the Distributor or the designee of either. 6.2. The Company agrees that neither it nor any of its affiliates or agents shall give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the Registration Statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee and by the Distributor or its designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3. The Fund or the Distributor or the designee of either shall furnish to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Separate Accounts are named, and no such material shall be used without the approval of the Company or its designee. 6.4. The Fund and the Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company or concerning the Company, the Separate Accounts, or the Variable Contracts issued by the Company, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 6.5. The Fund will provide to the Company at least one complete copy of all prospectuses, Statements of Additional Information in electronic format, and reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above in such format as the Fund deems most appropriate, that relate to the Fund or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. 6.6. The Company will provide to the Fund at least one complete copy of all prospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Company or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, and all amendments or supplements to any of the above, that relate to the Variable Contracts issued by the Company or the Separate Accounts promptly after the filing of such document with the SEC or other regulatory authority. 6.7. For purposes of this Article VI, the phrase sales literature or other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, or other public media), sales
literature i.e. any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
ARTICLE VII. Indemnification, 7.1. Indemnification By The Company 7.1(a). The Company agrees to indemnify and hold harmless the Fund, each of its Trustees and officers, any affiliated person of the Fund within the meaning of Section 2(a)(3) of the 1940 Act, and the Distributor (collectively, the Indemnified Parties for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation expenses (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Funds shares or the Variable Contracts issued by the Company and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus (which shall include an offering memorandum) for the Variable Contracts issued by the Company or sales literature for such Variable Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement or prospectus for the Variable Contracts issued by the Company or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of such Variable Contracts or Fund shares; or (ii) arise out of or as a result of any statement or representation (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or any of its affiliates, employees or agents with respect to the sale or distribution of the Variable Contracts issued by the Company or the Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; except to the extent provided in Sections 7.1 (b) and 7.1 (c) hereof. 7.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations or duties under this Agreement or to the Fund. 7.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall ot relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses .subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.1(d). The Indemnified Parties shall promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Variable Contracts issued by the Company or the operation of the Fund. 7.2. Indemnification By the Distributor 7.2(a). The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who is an affiliated person of the Company within the meaning of Section 2(a)(3) the 1940 Act (collectively, the Indemnified Parties for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or litigation expenses are related to the sale or acquisition of the Funds shares or the Variable Contracts issued by the Company and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Fund or the designee of either by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund shares; or (ii) arise out of or as a result of any statement or representation (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Distributor or any employees or agents thereof) or wrongful conduct of the Fund or Distributor, or the affiliates, employees, or agents of the Fund or the Distributor with respect to the sale or distribution of the Variable Contracts issued by the Company or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Variable Contracts issued by the Company, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; except to the extent provided in Sections 7.2(b) and 7.2(c) hereof. 7.2(b) The Distributor or Fund shall severally indemnify and hold the company harmless against any and all liability, loss, damages, costs, or expenses which the Company may incur, suffer or be required to pay due to the indemnifying partys (i) the incorrect calculation or reporting, or the both of them, of the daily net asset value; and (ii) the untimely reporting of the net asset value; provided that the indemnifying party shall have no obligation to indemnify and hold harmless the Company if the incorrect calculation or incorrect or untimely reporting was the result of incorrect information furnished by the Company or information furnished untimely by the Company or otherwise as a result of or relating to a breach of this Agreement by the Company. 7.2(c). The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation expenses to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties or by reason of his or her reckless disregard of obligations and duties under this Agreement or to the Company or the Separate Accounts.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
7.2(d). The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Indemnification Provision. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.2(e). The Company shall promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Contracts issued by the Company or the operation of the Separate Accounts. ARTICLE VIII. Applicable Law 8.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Indiana, except that any conflict of law rule of that jurisdiction that may require reference to the laws of some other jurisdiction shall be disregarded. 8.2. This Agreement shall be subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE IX. Termination 9.1. This Agreement shall terminate: (a) at the option of the Fund or the Distributor upon 180 days advance written notice to the other parties; or (b) at the option of the Company, at its discretion, upon prompt notice by the Company to the other parties, notwithstanding, however, that the then current investors shall be allowed to continue to invest new monies into the Fund they then hold in their accounts; or (c) at the option of the Fund or the Distributor upon institution of formal proceedings against the Company or its agent by the NASD, the SEC, or any state securities or insurance department or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Variable Contracts issued by the Company, the operation of the Separate Accounts, or the purchase of the Fund shares; or (d) at the option of the Company upon institution of formal proceedings against the Fund or the Distributor by the NASD, the SEC, or any state securities or insurance department or any other regulatory body; or (e) upon requisite vote of the Variable Contract Owners having an interest in the Separate Accounts (or any subaccounts thereof) to substitute the shares of another investment company for the corresponding shares of the Fund or a Series in accordance with the terms of the Variable Contracts for which those shares had been selected to serve as the underlying investment media; or Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(f) in the event any of the shares of a Series are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment media of the Variable Contracts issued or to be issued by the Company; or (g) by any party to the Agreement upon a determination by a majority of the Trustees of the Fund that an irreconcilable conflict exists; or (h) at the option of the Company if the Fund or a Series fails to meet the diversification requirements specified in Section 3.3 hereof.
9.2. Each party to this Agreement shall promptly notify the other parties to the Agreement of the institution against such party of any such formal proceedings as described in Sections 9.1 (c) and (d) hereof. The Company shall give 60 days prior written notice to the Fund of the date of any proposed vote of Variable Contract Owners to replace the Funds shares as described in Section 9.1 (e) hereof. 9.3. Except as necessary to implement Variable Contract Owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem Fund shares attributable to the Variable Contracts issued by the Company (as opposed to Fund shares attributable to the Companys assets held in the Separate Accounts), and the Company shall not prevent Variable Contract Owners from allocating payments to a Series, until 60 days after the Company shall have notified the Fund or Distributor of its intention to do so. 9.4. If this Agreement terminates, any provision of this Agreement necessary to the orderly windup of business under it will remain in effect as to that business, after termination. ARTICLE X. Notices Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: Mr. Arthur Ally Timothy Plan 1304 W. Fairbanks Ave. Winter Park,FL 32789 If to the Distributor: Mr. Arthur Ally Timothy Partners, Ltd. 1304 W. Fairbanks Ave. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Winter Park, FL 32789
If to the Company: ARTICLE XI. Miscellaneous 11.1. The Fund and the Company agree that if and to the extent Rule 6e-3(T) under the 1940 Act is amended or if Rule 6e-3 is adopted in final form, to the extent applicable, the Fund and the Company shall each take such steps as may be necessary to comply with the Rule as amended or adopted in final form. 11.2. For Massachusetts business trusts: A copy of the Funds Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that the Agreement has been executed on behalf of the Fund by a Trustee of the Fund in his or her capacity as Trustee and not individually. The obligations of this Agreement shall only be binding upon the assets and property of the Fund and shall not be binding upon any Trustee, officer or shareholder of the Fund individually. 11.3. Nothing in this Agreement shall impede the Funds Trustees or shareholders of the shares of the Funds Series from exercising any of the rights provided to such Trustees or shareholders in the Funds Articles of Incorporation/Agreement and Declaration of Trust, as amended, a copy of which will be provided to the Company upon request. 11.4. It is understood that the names Timothy Plan, and Timothy Partners, Ltd., or any derivative thereof or logo associated with that name is the valuable property of the Fund and the Distributor and its affiliates, and that the Company has the right to use such name (or derivative or logo) only so long as this Agreement is in effect. Upon termination of this Agreement the Company shall forthwith cease to use such name (or derivative or logo). 11.5. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 11.6. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 11.7. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 11.8. This Agreement may not be assigned by any party to the Agreement except with the written consent of the other parties to the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. Timothy Plan
ATTEST: /s/Terry Gvent
By: /s/ Arthur D. Ally
Name: Terry Gvent
Name: Arthur D. Ally
Title: General Counsel
Title: President Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
ATTEST: /s/ Terry Gvent
By: /s/ Arthur D. Ally
Name: Terry Gvent
Name: Arthur D. Ally
Title: General Counsel
Title: General Partner
American United Life Insurance Company(R)
ATTEST: Name: /s/ John Swhear Title: Assistant General Counsel
By: /s/ Cheryl Gentry Name: Cheryl Gentry Title: Vice Presient, Ind Mktng
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.8.64 FORM N-4, ITEM 24(b)(8.64) Form of Letter Agreement Between American United Life Insurance Company and Goldman Sachs Asset Management, L.P. Goldman Sachs Asset Management, L.P. 32 Old Slip New York, NY 10005 November 3, 2006 American United Life Insurance Company One American Square Indianapolis, IN 46206 Ladies and Gentlemen: This letter sets forth the agreement between American United Life Insurance Company (you or the Company) and the undersigned (we or GSAM) concerning certain administrative services to be provided by you, with respect to the Goldman Sachs Trust (the Trust). 1. The Trust. The Trust is a Delaware statutory trust registered with the Securities and Exchange Commission (the SEC) under the Investment Company Act of 1940, as amended (the Act), as an open-end management investment company. The Trust consists of one or more separate series (Portfolios) of shares. Among other investors, the Trust sells its shares to insurance companies and their separate accounts. 2. The Company. The Company is an Indiana life insurance company. The Company issues variable annuity contracts (the Contracts) supported by [name of separate account] (the Separate Account; if more than one, the term Separate Account shall apply to each Separate Account subject hereto) which is [registered with the SEC under the Act as a unit investment trust] [not registered with the SEC under the Act as a unit investment trust in reliance upon the exclusion from the definition of an investment company found in Section [3(c)(1)] [3(c)(7)] [3(c)(11)] of the Act]. The Company has entered into a participation agreement (the Participation Agreement) with the Trust pursuant to which the Company purchases shares of the Trust for the Separate Account supporting the Companys Contracts. 3. Goldman, Sachs & Co. Goldman, Sachs & Co. serves as the distributor for the Trust. GSAM serves as the Trusts investment adviser. GSAM supervises and assists in the overall management of the Trusts affairs under an Investment Management Agreement with the Trust, subject to the overall authority of the Trusts board of trustees in accordance with Delaware law. Under the Investment Management Agreement, we are compensated for providing investment advisory and certain administrative services. 4. Administrative Services. You have agreed to assist us, as we may request from time to time, with the provision of administrative services to the Trust, as they may relate to the investment in the Trust by the Separate Account. It is anticipated that such services may include (but shall not be limited to) the mailing of Trust reports, notices, proxies and proxy statements and other informational materials to owners of the Contracts supported by the Separate Account; the transmission of purchase and redemption requests to the Trusts transfer agent; the maintenance of separate records for each owner of a Contract reflecting shares purchased and redeemed and share balances attributable to such Contract Owner in the form of units; the preparation of various reports for submission Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
to the Trusts Trustees; the provision of shareholder support services with respect to the Portfolios serving as funding vehicles for the Companys Contracts; and the services listed on Schedule A.
5. Payment for Administrative Services. In consideration of the services to be provided by you, we shall pay you on a quarterly basis, from our assets, including GSAMs bona fide profits as investment adviser to the Trust, a fee at the annual rates shown below for each class of shares based on the aggregate average daily net asset value of shares of the Trust held by the Separate Account under the Participation Agreement. For purposes of computing the payment to the Company contemplated under this Paragraph 5, the average aggregate net asset value of shares of the Trust held by the Separate Account over a one-month period shall be computed by totaling the Separate Accounts aggregate investment (share net asset value multiplied by total number of shares held by the Separate Account) on each calendar day during the month, and dividing by the total number of calendar days during such month. The payment contemplated by this Paragraph 5 shall be calculated by GSAM at the end of each calendar quarter and will be paid to the Company within thirty (30) business days thereafter. Annual Fee Rates
Equity Funds: Fixed Income Funds: Asset Allocation Funds: Specialty Funds:
0.10% 0.05% 0.10% 0.10%
6. Nature of Payments. The parties to this letter agreement recognize and agree that GSAMs payments to the Company relate to administrative services only and do not constitute payment in any manner for investment advisory services or for costs of distribution of the Contracts or of Trust shares. Further, these payments are not otherwise related to investment advisory or distribution services or expenses, or administrative services which the Company is required to provide to owners of the Contracts pursuant to the terms thereof. However, GSAMs payments to the Company may relate to services the Company provides to the Trust under the Participation Agreement. You represent that: ·
you may legally receive the payments contemplated by this Agreement.
·
the administrative services provided under this Agreement are not ones for which the Trust has agreed to perform, provide or pay for under the Participation Agreement.
·
to the extent required by applicable law, You have taken payments received from GSAM under this Agreement into account in making any determinations pursuant to Section 26(f)(2)(A) and 26(f)(3) of the Act.
7. Term. This letter agreement shall remain in full force and effect for an initial term of one year, and shall automatically renew for successive one-year periods unless either party notifies the other upon sixty (60) days written notice of its intent not to continue this agreement. This letter agreement shall terminate automatically upon the redemption of the Separate Accounts investment in the Trust, or upon termination of the Trusts obligation to sell its shares to the Separate Account under the Participation Agreement. 8.
Representations and Warranties. The Company represents and warrants that: (a)
it is an insurance company duly organized and in good standing under Indiana insurance law; 2
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
(b)
its entering into and performing its obligations under this letter agreement does not and will not violate its charter documents or by-laws, rules or regulations, or any agreement to which it is a party; and
(c)
it will keep confidential any information acquired in connection with the matters contemplated by this letter agreement regarding the business and affairs of the Trust, GSAM, Goldman, Sachs & Co. and their affiliates.
9. Interpretation. This letter agreement shall be construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws, subject to the following rules:
10.
( a)
This letter agreement shall be subject to the provisions of the Act, and the rules, regulations and rulings thereunder, including such exemptions from that statute, rules and regulations as the SEC may grant, and the terms herein shall be limited, interpreted and construed in accordance therewith.
(b)
The captions in this letter agreement are included for convenience of reference and in no way define or delineate any of the provisions herein or otherwise affect their construction or effect.
Amendment. This letter agreement may be amended only upon mutual agreement of the parties hereto in writing.
11. Counterparts. This letter agreement may be executed in counterp arts , each of which shall be deemed an original but all of which shall together constitute one and the same instrument. If this letter agreement is consistent with your understanding of the matters we discussed concerning your administrative services, kindly sign below and return a signed copy to us.
Very truly yours, Goldman Sachs Asset Management, L.P.
By: /s/ Scott Kilgallen Name: Scott Kilgallen Title: Managing Director Acknowledged and Agreed to: AMERlCAN UNITED LIFE INSURANCE COMPANY By:
/s/ Terry W. Burns
Name: Terry W. Burns Title:
AVP Marketing 3
SCHEDULE A Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Maintenance of books and records Record issuance of shares Record transfers (via net purchase orders) Reconciliation and balancing of the Separate Account at the Trust level in the general ledger, at various banks and within systems interface to the summary of each Contract Owners position Fund-related Contract Owner services Printing and mailing costs associated with dissemination of Trust prospectus to existing Contract Owners Telephonic support for Contract Owners with respect to inquiries about the Trust (but not inquiries about the Contracts) unrelated to the sales of Contracts or distribution of Trust shares Trust proxies (solicitation of voting instructions and preparation of materials, inclusive of printing, distribution, tabulation, and reporting) Printing and mailing costs associated with dissemination of Trust reports and notices to existing Contract Owners Other administrative support Sub-accounting services Providing other administrative support to the Trust as mutually agreed between insurer and the Trust Relieving the Trust of the burden of providing other usual or incidental administrative services provided to individual shareholders 4
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.10.1 FORM N-4, ITEM 24(b)(10.1) CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Post-Effective Amendment to the Registration Statement on Form N-4 of our report dated April 19, 2012 relating to the financial statements and financial highlights of AUL American Unit Trust and of our report dated March 19, 2012 relating to the consolidated financial statements of OneAmerica Financial Partners, Inc., which appear in such Registration Statement. We also consent to the references to us under the headings Condensed Financial Information and Independent Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP Indianapolis, Indiana April 20, 2012
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.10.3 FORM N-4, ITEM 24(b)(10.3) Powers of Attorney POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, constitutes and appoints Richard M. Ellery, Thomas M. Zurek and Stephen L. Due, each of them his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead to sign any and all Registration Statements (including Registration Statements or any Amendments thereto arising from any reorganization of a Separate Account with any other Separate Account) applicable to Separate Accounts established for funding variable annuity and variable life contracts of American United Life Insurance Company ® and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents may lawfully or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed. Dated: 4/10/12 Signed: /s/ Jeffrey D. Holley Printed: Jeffrey D. Holley
STATE OF INDIANA COUNTY OF MARION
) ) SS: )
Before me, Terri E. Miller, a Notary Public in and for said County and State, this 10 day of April, 2012, personally appeared Jeffrey D. Holley, who signed his mark on the foregoing Power of Attorney, and who declared his execution of the foregoing Power of Attorney to be his free and voluntary act and deed for the purposes expressed therein. /s/ Terri Miller Notary Public My commission expires: 06/24/16 County of Residence: Marion [Seal]
FORM N-4, ITEM 24(b)(10.3) Powers of Attorney POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, constitutes and appoints Richard M. Ellery, Thomas M. Zurek and Stephen L. Due, each of them his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution for him in his name, place and stead to sign any and all Registration Statements (including Registration Statements or any Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Amendments thereto arising from any reorganization of a Separate Account with any other Separate Account) applicable to Separate Accounts established for funding variable annuity and variable life contracts of American United Life Insurance Company ® and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents may lawfully or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed. Dated:
4/10/12
Signed:
/s/ John C. Mason
Printed:
John C. Mason
STATE OF INDIANA COUNTY OF MARION
) ) SS: )
Before me, Terri E. Miller, a Notary Public in and for said County and State, this 10 day of April, 2012, personally appeared John C. Mason, who signed his mark on the foregoing Power of Attorney, and who declared his execution of the foregoing Power of Attorney to be his free and voluntary act and deed for the purposes expressed therein. /s/ Terri Miller Notary Public My commission expires: 06/24/16 County of Residence: Marion [Seal]
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
Exhibit 99.10.4 FORM N-4, ITEM 24(b)(10.4) Rule 483 AMERICAN UNITED LIFE INSURANCE COMPANY CERTIFICATE OF WRITTEN CONSENT ON SECURITIES AND EXCHANGE COMMISSION REGISTRATION STATEMENTS I, Thomas M. Zurek, do hereby certify that I am the duly elected and qualified Secretary of American United Life Insurance Company and the keeper of the records and corporate seal of said corporation and that the attached is a true and correct copy of resolution adopted by the Board of Directors of said corporation on April 5, 2012: RESOLVED, That the Board of Directors does hereby authorize and direct officers of the Corporation to execute and file with the Securities and Exchange Commission (the SEC), Post Effective Amendments to the AUL Retirement Services AUL American Unit Trusts Registration Statement, File No. 033-31375; the Individual AUL American Individual Unit Trusts Registration Statement, File No. 033-79562; the Individual AUL American Individual Variable Annuity Unit Trusts (SelectPoint) Registration Statement, File No. 033-70049; the Individual AUL American Individual Variable Annuity Unit Trusts (DirectPoint) Registration Statement, File No. 033-70065; the Individual AUL American Individual Variable Annuity Unit Trusts (StarPoint) Registration Statement, File No. 333-99191; the Individual AUL American Individual Variable Annuity Unit Trusts (Voyage Protector) Registration Statement, File No. 333-141415; the Individual AUL American Individual Variable Life Unit Trusts (Flexible Premium Adjustable Variable Life) Registration Statement, File No. 333-32531; the Individual AUL American Individual Variable Life Unit Trusts (Modified Single Premium Variable Life) Registration Statement, File No. 333-32553 and the Individual AUL American Individual Variable Life Unit Trusts (American Accumulator) Registration Statement, File No. 333-152925; all under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, in order to continue the issuance and sale of units of the separate accounts; FURTHER RESOLVED, That the Board of Directors does hereby authorize Richard M. Ellery, Associate General Counsel & Chief Compliance Officer of the Separate Account for the Investment Advisor, Stephen L. Due, Assistant General Counsel and Thomas M. Zurek, General Counsel & Secretary, to make such alterations and changes in the Post Effective Amendments to the aforementioned Registration Statements as he may deem appropriate or necessary to comply with the requirements imposed by the SEC for the filing of any and all Post Effective Amendments to the Registration Statements; and
FURTHER RESOLVED, That the Directors and officers of the Corporation who may be required to execute the separate accounts Registration Statements on Form N-4, N-6 and any amendments thereto be, and each of them hereby is, authorized to execute a power of attorney (or any such previously executed power of attorney is hereby ratified), appointing Richard M. Ellery, Stephen L. Due and Thomas M. Zurek their true and lawful attorneys, to execute in their name, place and stead, in their capacity as Director or officer of the Corporation, said Registration Statements and any amendments thereto, and all instruments necessary or incidental in connection therewith, and to file the same with the SEC; and said attorneys shall have the power to act thereunder and shall have full power of substitution and resubstitution and said attorneys shall have full power and authority to do and perform in the name and on behalf of each of said Directors and officers, or any or all of them, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as each of said Directors or officers, or any or all of them, might or could do in person, said acts of said attorneys, being hereby ratified and approved.
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document
IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary and have caused the corporate seal of said corporation to be hereto affixed this 10 day of April, 2012.
/s/ Thomas M. Zurek Thomas M. Zurek, Secretary American United Life Insurance Company
Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document