AON HEWITT DEFINED CONTRIBUTION NEXUS PARTICIPATION AGREEMENT Participation Agreement (this Agreement ) made as of the day of, 20, by and among Hewitt Financial Services LLC ( HFS ) and ( Investment Manager ). RECITALS WHEREAS, HFS owns and maintains an Internet portal site called the Aon Hewitt Defined Contribution Nexus (the Nexus ) that provides, among other things, a marketplace in which collective trust asset managers, separate account asset managers, and/or mutual fund managers can provide certain information about their investment vehicles as described below to defined contribution plans administered by an affiliate of HFS ( DC Plans ); and WHEREAS, Investment Manager, a collective trust asset manager, a separate account asset manager, and/or mutual fund manager, desires to make certain of its investment vehicles available for purchase by DC Plans through the Nexus, and HFS desires to provide access to the Nexus to Investment Manager, on the terms and subject to the conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto mutually agree as follows: 1. Participation in the Nexus. Subject to the terms and conditions set forth in this Agreement, HFS hereby grants Investment Manager access to the Nexus, and Investment Manager hereby accepts such access. In connection with the acceptance of participation in the Nexus, Investment Manager hereby represents and warrants to HFS that Investment Manager and the collective trust funds and/or mutual funds that Investment Manager intends to make available for purchase by DC Plans through the Nexus (the Investment Vehicles ) meet the following minimum requirements for participation in the Nexus: a) Investment Manager is a properly registered investment manager pursuant to the Investment Advisers Act of 1940, as amended (the Act ); b) Investment Manager has total firm assets under management of at least Two Hundred Million Dollars ($200,000,000); c) Investment Manager is able to operate in a daily valued recordkeeping environment. 2. License to Use the Nexus. Subject to the terms and conditions set forth in this Agreement, and effective only during the term of this Agreement, HFS grants to Investment Manager a non-exclusive, non-sublicensable, non-transferable license to: (a) use the HFS Information (other than the Nexus, which is subject to clause (b) below) made available to Investment Manager in connection with this Agreement; and (b) access the Nexus and the services that are accessible through the Nexus. Investment Manager shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the HFS Information or the Nexus; (ii) modify or make derivative works based on the HFS Information or the Nexus; (iii) reverse engineer the HFS Information or the Nexus; (iv) copy any ideas, features, functions or graphics of the HFS Information or the Nexus; (v) use the Nexus in a manner intended to abuse or violate the privacy or property rights of others; (vi) take any action that may affect the use or functionality of the Nexus; or (vii) access the Nexus in order to (A) Aon Hewitt 1 Form Version: Feb 2015
develop or provide a competitive product or service or (B) develop or provide a product using similar ideas, features, functions or graphics of the Nexus. This Agreement does not grant or otherwise give either party ownership in or any other right, title or interest, by implication, estoppel or otherwise, to use any of the other party s Proprietary Rights, except as explicitly described herein. As used above, the following terms shall have the definitions set forth below: a) HFS Information shall mean all data, information, images, text, content, or materials (in whatever form or media) that are owned by HFS (or its affiliates), or licensed by third parties to HFS (or its affiliates), that either (i) is supplied to Investment Manager by, or on behalf of, HFS hereunder or (ii) HFS makes accessible to Investment Manager pursuant to this Agreement, including: (a) the Nexus; (b) HFS s methodologies, techniques, templates, flowcharts, formulae, models, samples, records and documentation, concepts and knowhow; (c) all other materials or information in which HFS has Proprietary Rights; and (d) any derivatives, modifications or improvements of any of the foregoing, and all regardless of whether developed in connection with the Nexus. HFS Information does not constitute Investment Manager Information (as defined below). b) Proprietary Rights shall mean any and all worldwide intellectual or proprietary property owned or properly licensed by a party, and all intellectual or proprietary property rights subsumed therein, including patent rights, copyright rights, trademark or service mark rights, trade secret rights, rights of publicity, rights of privacy and moral rights, and any modifications, adaptations, adjustments, enhancements, updates, improvements, alterations and error corrections thereto and other derivative works thereof. 3. Ownership of Information. a) Investment Manager Information. Investment Manager Information will remain the exclusive property of Investment Manager, and HFS agrees that it shall not remove any copyright or other proprietary notices therefrom or use such materials except as contemplated in this Agreement. Investment Manager represents that the uses of the Investment Manager Information contemplated in this Agreement will not infringe the Proprietary Rights of any third party and that Investment Manager has obtained all consents of any such third party necessary for such uses of Investment Manager Information. Investment Manager grants to HFS a non-exclusive, royalty free, sublicensable, nontransferable license to use the Investment Manager Information in connection with HFS s performance of its obligations and exercise of its rights under this Agreement. As used herein, Investment Manager Information shall mean all data, information, images, text, content or materials (in whatever form or media) that are owned by Investment Manager, or licensed by third parties to Investment Manager, and that either (i) is supplied to HFS by, or on behalf of, Investment Manager hereunder or (ii) Investment Manager makes accessible to HFS pursuant to this Agreement (including by virtue of providing the same to Data Vendor (as defined in Section 4)), including: (a) the information required by the Data Vendor questionnaire; (b) Investment Manager s methodologies, techniques, templates, flowcharts, architecture designs, tools, specifications, standard materials, practices, processes, inventions, formulae, models, samples, records and documentation, concepts and know-how; (c) all other materials or information in which Investment Manager has Proprietary Rights; and (d) any derivatives, modifications or improvements of any of the foregoing. Investment Manager Information does not constitute HFS Information. Aon Hewitt 2 Form Version: Feb 2015
b) HFS Information. All HFS Information will remain the exclusive property of HFS, and Investment Manager agrees that it shall not remove any copyright or other proprietary notices therefrom or use such materials except as contemplated in this Agreement. HFS Information and HFS s Proprietary Rights are solely and exclusively the property of HFS (or its affiliates) and its (or their) licensors, and are protected under U.S. and international copyright, trademark, other intellectual property, and related laws. HFS represents that the uses of HFS Information contemplated in this Agreement will not infringe the Proprietary Rights of any third party and that HFS has obtained all consents of any such third party necessary for such uses of HFS Information. HFS retains the right to use its knowledge, experience and know-how (including processes, ideas, concepts and techniques developed in the course of performing its obligations hereunder) in any manner in the course of providing services to other clients. c) The Nexus. HFS shall have sole control over the operation, content, appearance and design of the Nexus. HFS may, at any time, create new features and areas of the Nexus (including the portion viewed by the DC Plans). Notwithstanding the foregoing, HFS shall not provide on the Nexus any information regarding any Investment Vehicle that was not provided by Investment Manager (including by virtue of providing such information to Data Vendor) or otherwise approved by Investment Manager or its designee. Except as stated in this Section 3(c), Investment Manager shall have no control over how the Investment Vehicles appear on the Nexus, including, without limitation, the prominence in which the Investment Vehicles appear relative to the investment vehicles of other asset managers. 4. Provision of Information to HFS s Data Vendor. In addition to providing Investment Manager Information directly to HFS and/or HFS s data vendor ( Data Vendor ), currently evestment Alliance, LLC, Investment Manager will also be required to complete and submit (via Data Vendor s proprietary Internet site or as otherwise specified by Data Vendor) a questionnaire for each Investment Vehicle, which questionnaire may include certain data points that Investment Manager does not currently provide to Data Vendor in the ordinary course of business. Investment Manager shall submit the questionnaire no later than the last day of the month first following the end of each calendar quarter (i.e., January 31, April 30, July 31 and October 30 of each year), or more frequently in Investment Manager s discretion. The submission of the questionnaire, or any other Investment Manager Information reasonably requested by HFS or Data Vendor, is a condition precedent to the applicable Investment Vehicle s availability for purchase by DC Plans through the Nexus. Investment Manager acknowledges and agrees that the Investment Manager Information provided by it pursuant to this Agreement will be automatically added to the Nexus, and will result in the assessment of fees pursuant to this Agreement in the event the Investment Vehicle(s) is/are selected by a DC Plan. 5. Representations of HFS. HFS represents that: (a) it is registered with the U.S. Securities and Exchange Commission as a broker-dealer pursuant to Section 15 of the Exchange Act of 1934, as amended; (b) it is a member of FINRA and SIPC; (c) it has full power and authority to enter into and perform this Agreement; (d) it will comply with all applicable requirements of laws, rules and regulations of governmental or self-regulatory authorities having jurisdiction for the acts and duties of HFS under this Agreement; Aon Hewitt 3 Form Version: Feb 2015
(e) it does not provide investment advice or recommend any particular Investment Vehicle or Investment Manager; (f) it has disclosed (or will disclose) to each DC Plan all fees it may receive under this agreement in connection with the Investment Vehicles purchased by such DC Plan; and (g) it will promptly notify Investment Manager in the event that it is for any reason unable to perform any of its obligations under this Agreement. 6. Representations of Investment Manager. Investment Manager represents that: (a) it has full power and authority to enter into and perform this Agreement; (b) it will comply with all applicable requirements of laws, rules and regulations of governmental or self-regulatory authorities having jurisdiction for the acts and duties of Investment Manager under this Agreement; (c) it will promptly notify HFS in the event that it is for any reason unable to perform any of its obligations under this Agreement; and (d) each Investment Vehicle is available for purchase by DC Plans and to be beneficially owned by any participant in such Plan residing anywhere in the United States or Puerto Rico. 7. Compensation of HFS. In consideration for providing the services under this Agreement, with respect to each Investment Vehicle purchased by a DC Plan during the period beginning on the effective date of this Agreement and ending on the date six (6) months following the termination of this Agreement by Investment Manager (other than a termination based on HFS s material breach) (such period being herein referred to as the Purchase Period ), Investment Manager shall pay HFS the fees set forth in Schedule A attached hereto, which payments shall continue until the Investment Vehicle is no longer included in the applicable DC Plan investment option lineup. Investment Manager acknowledges and agrees that such fees shall be due and payable to HFS for each situation where a DC Plan purchases any Investment Vehicle during the Purchase Period, regardless of whether the purchase was effective through the Nexus or Investment Manager s own selling efforts; provided, however, that such DC Plan has accepted the Nexus Terms of Use (as posted to the Nexus site), and where an affiliate of HFS serves as an investment advisor to such DC Plan, HFS shall ensure that any fees paid by Investment Manager under this Agreement are passed through to such DC Plan. Investment Manager shall pay any and all fees due and payable to HFS hereunder no later than thirty (30) days following the receipt of an invoice from HFS. The fees set forth in this paragraph are in addition to, and shall not include, any revenue sharing, 12b-1 fees, or other compensation that is due and payable to HFS, its affiliates or any DC Plan pursuant to a separate written agreement. 8. Confidentiality. a) Confidential Information. For purposes of this Agreement, Confidential Information includes: (a) the terms of this Agreement (including the Schedules attached hereto); (b) for Investment Manager, Investment Manager Information; (c) for HFS, HFS Information; (d) oral and written information designated by a party as confidential prior to the other party obtaining access thereto; and (e) oral and written information that should reasonably be expected to be treated as confidential by the recipient whether or not such information is designated as confidential. Each party s respective Confidential Information will remain its sole and exclusive property. Aon Hewitt 4 Form Version: Feb 2015
b) Treatment of Confidential Information. Each party will use reasonable efforts to cause its employees to minimize distribution and duplication, and to prevent unauthorized disclosure, of the Confidential Information of the other party. Each party agrees that only its employees who have a need to know the Confidential Information of the other party will receive such Confidential Information. No party will disclose the other party's Confidential Information to a third party without the prior written consent of the other party, which consent may be withheld for any reason or conditioned upon the execution of a confidentiality agreement reasonably acceptable to the owner of the Confidential Information. c) Exceptions. Confidential Information does not include information or materials if and to the extent it: (1) is or becomes generally available or known to the public through no fault of the receiving party; (2) was already known by or available to the receiving party prior to the disclosure by the disclosing party; (3) is subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party; or (4) has already been or is hereafter independently acquired or developed by the receiving party without violating this Section 8 or any confidentiality agreement with or other obligation to the disclosing party. For purposes of this Section 8, the disclosing party is the party to this Agreement (Investment Manager or HFS) that owns or otherwise controls the disclosed Confidential Information, and the receiving party is the party to this Agreement that has received the disclosing party's Confidential Information. d) Required Disclosure. The receiving party may disclose Confidential Information as required to comply with a valid order or other requirement of a court or other governmental body. Written notice of such order or requirement shall be given to the disclosing party promptly after being subject to such order or requirement and, if practicable, in advance of the required disclosure. The receiving party shall cooperate with efforts by the disclosing party to seek a modification of the disclosure requirement and/or a confidentiality agreement or protective order governing the disclosure. e) Return of Confidential Information. Upon the termination or expiration of this Agreement, the parties shall return to the disclosing party or destroy all Confidential Information, provided that if the Confidential Information is destroyed, the receiving party shall provide the disclosing party with a written certification of such destruction, which certificate shall be executed by an executive officer of the receiving party. f) Injunctive Relief. Each party acknowledges that any breach of any provision of this Section 8 by either party, or its agents, employees, representatives or subcontractors, may cause immediate and irreparable injury to the other party, and in the event of such breach, the injured party shall be entitled to seek injunctive relief, without bond or other security, and to any and all other remedies available at law or in equity. Aon Hewitt 5 Form Version: Feb 2015
9. Liability for Data Transmission. Notwithstanding anything else in this Agreement to the contrary, HFS shall have no liability to Investment Manager for any losses, damages, injuries, claims, cost or expenses arising as a result of a delay, omission or error in the transmission of data or for machine or computer breakdown or malfunction, interruption or malfunction of communication facilities, labor difficulties or any other similar or dissimilar acts of God. 10. Indemnification. Each of Investment Manager and HFS (an Indemnitor ) shall indemnify and hold harmless the other, and its respective officers, directors, partners, trustees, shareholders and agents ( Indemnitees ), against any claims or liabilities suffered by all or any of such Indemnitees to the extent arising out of any breach of this Agreement or any negligent act of commission or omission by the responsible Indemnitor relating to this Agreement or the services rendered hereunder, including reasonable legal fees and other out-of-pocket costs of defending against any such claim or liability. 11. Limitations on Liability. HFS s liability under this Agreement shall be limited to the compensation paid to HFS pursuant to Section 7, unless such liability arises as a result of HFS s willful, fraudulent or criminal misconduct or the infringement of the proprietary rights of a third party by use of the Nexus as contemplated hereunder. In addition, neither party shall be liable to the other party for incidental, consequential, punitive or special damages (including loss of data, business or goodwill) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, and even if such party is advised of the likelihood of such damages. 12. Non-Exclusivity. Each party acknowledges and agrees that the other party may enter into agreements similar to this Agreement with other organizations and that this Agreement creates no exclusivity as to services or otherwise. 13. Term of Agreement. This Agreement shall become effective as of the date first set forth above. It shall continue in effect for an initial term of two years and thereafter from year to year after its initial term until terminated in accordance with the provisions hereof. This Agreement may be terminated at any time after its initial term by either party upon ninety (90) days written notice to the other party. Notwithstanding the foregoing, this Agreement shall be terminated immediately upon a material breach by either party not cured within the shorter of a reasonable time or thirty (30) days after notice from the other party. The provisions of paragraphs 3, 7, 8 and this paragraph 13 shall survive any termination of this Agreement. 14. Notices. All notices and other communications hereunder shall be in writing and shall be hand delivered or mailed by certified mail or overnight courier to the other party at the following address or such other address as each party may give notice to the other: If to HFS: Hewitt Financial Services c/o Hewitt Associates LLC 4 Overlook Point Lincolnshire, IL 60069 Attention: General Counsel If to Investment Manager: 15. Amendment, Assignment and Other Matters. This Agreement may not be amended except by a writing signed by the party against which enforcement is sought. This Agreement shall not be Aon Hewitt 6 Form Version: Feb 2015
assigned by either party without the written consent of the other party. This Agreement may be executed in several counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. The headings in this Agreement are for reference only and shall not affect the interpretation or construction of this Agreement. This Agreement contains the entire agreement of the parties as to the subject matter hereof and supersedes any prior agreements, written or oral. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the principles of conflicts of law thereof. Any and all litigation or other proceedings initiated or brought by one party against another under or in connection with this Agreement shall be conducted in the U.S. District Court, Northern District of Illinois, Chicago, Illinois. [SIGNATURES ON FOLLOWING PAGE] Aon Hewitt 7 Form Version: Feb 2015
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. HEWITT FINANCIAL SERVICES LLC By: Title: By: Title: Aon Hewitt 8 Form Version: Feb 2015
Schedule A Fees For each actively managed Investment Vehicle, Investment Manager shall pay to HFS an annual fee equal to 0.03% of the average daily balance of assets invested in the Investment Vehicle, payable quarterly. For each passively managed Investment Vehicle, Investment Manager shall pay to HFS an annual fee equal to 0.005% of the average daily balance of assets invested in the Investment Vehicle, payable quarterly. Aon Hewitt 9 Form Version: Feb 2015