Exhibit (7)(d)
THE ONE GROUP SERVICES COMPANY
DEALER'S AGREEMENT FOR THE ONE GROUP
FAMILY OF MUTUAL FUNDS
TO: The One Group Services Company
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
For the mutual promises contained herein and other good and valuable
consideration, we enter into this Agreement with you for the sale of the units
of beneficial interest (the "Shares") of any and all of the investment
portfolios (the "Funds") of The One Group-SM- (the "Trust"), a Massachusetts
business trust, of which you are the Distributor and whose Shares are offered at
the net asset value next determined after a purchase order is effective plus any
applicable sales charge (the "Current Offering Price"). Upon acceptance of this
Agreement by you, we understand that we may offer and sell Shares of the Funds
subject, however, to all of the terms and conditions hereof and to your right,
without notice, to suspend or terminate the sale of Shares of the Funds.
1. We understand that we will be compensated by you as set forth in the
applicable current Prospectus for each Fund for services that we provide
pursuant to this Agreement. The term "Prospectus" herein refers to the
prospectus on file with the Securities and Exchange Commission (the "SEC") which
is part of the registration statement of the Trust under the Securities Act of
1933, as amended (the "Securities Act"). We acknowledge that any compensation
paid to us is subject to the Rule 12b-1 Plan adopted by the Funds (the "Plan"),
Rule 12b-1 promulgated pursuant to the Investment Company Act of 1940, as
amended (the "Investment Company Act") and the National Association of
Securities Dealers, Inc. (The "NASD") Rules of Fair Practice.
2. We desire to make the Funds' Shares available to our customers and you
will confirm transactions in accordance with the terms and conditions set forth
herein.
a. The customers in question are for all purposes our
customers and not your customers. You shall
execute our transactions for each of our customers
only upon our authorization; it being understood
in all cases that (i) we are acting as the agent
for the customer; (ii) as between us and the
customer, the customer will have beneficial
ownership of the securities; (iii) each
transaction is initiated solely upon the order of
the customers, and (iv) each transaction is for
the account of the customer and not for our
account.
b. Orders for the Shares of the Funds received from
us will be accepted by you only at the price and
other terms applicable to each order as described
in the then current Prospectuses, for the applicable
Funds.
c. We will provide the following support services to
customers who may from time to time beneficially
own Shares of the Trust: (i) aggregating and
processing purchase and redemption requests for
Shares from customers and placing net purchase and
redemption orders with the Distributor; (ii)
providing customers with a service that invests
the assets of their accounts in Shares pursuant to
specific or pre-authorized instructions; (iii)
processing dividend payments from the Trust on
behalf of customers; (iv) providing information
periodically to customers showing their positions
in the Trust's Shares; (v) arranging for bank wire
transfer of funds to or from a customer's account;
(vi) responding to inquiries from customers
relating to the services performed under this
Agreement; (vii) forwarding to customers proxy
statements and proxies containing proposals
regarding this Agreement or a Fund's Plan; (viii)
rendering ongoing advice respecting the
suitability of particular investment opportunities
offered by the Trust in light of the customer's
needs; and (ix) providing such other similar
services as the Distributor may reasonably request
to the extent that we are permitted to do so under
applicable statutes, rules or regulations. We
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 our business, or any personnel
employed by us) as may be reasonably necessary or
beneficial in order to provide such services to
customers.
In no transaction shall we have any authority to act as agent for the Funds
or for you. We understand and agree that, as Distributor for the Shares of the
Funds, you are acting as a disclosed agent of the Funds and are not liable to
the Funds for payment for purchases of Shares of the Funds.
3. We understand that the Shares of the Funds will be offered and sold at
the Current Offering Price in effect at the time the order for such Shares is
confirmed and accepted by you or your agent. The minimum dollar purchase of
Shares of the Funds shall be the applicable minimum amount described in the then
current applicable Prospectus and no order for less than such amount will be
accepted hereunder. All purchase requests and applications submitted by us are
subject to acceptance or rejection in your sole discretion, and, if accepted,
each purchase will be deemed to have been consummated at your office. The
procedures for handling orders shall be subject to the instructions which you
shall forward to us from time to time.
4. We certify (a) that we are a member in good standing of the NASD and
agree to maintain membership in the NASD or (b) in the alternative, that we are
a foreign dealer not eligible for membership in the NASD. In either case, we
agree to abide by all the rules and regulations of the SEC and the NASD which
are binding upon underwriters and dealers in the distribution of securities of
open-end investment companies, including, without limitation, Section 26 of
Article III of the NASD Rules of Fair Practice, all of which are incorporated
herein as if set forth in full.
We further certify that we are licensed to offer and sell securities of
open-end investment companies in all jurisdictions in which we plan to offer and
sell such securities. We further agree to comply with all applicable state and
Federal laws and the rules and regulations of authorized regulatory agencies.
We agree that we will not sell or offer for sale Shares of the Funds in any
state or jurisdiction where they have not been qualified for sale. You will
make available to us a current list of the jurisdictions in which the Funds'
Shares are qualified for sale or are exempt from the registration requirements
of the respective securities laws of such jurisdictions. We acknowledge that
you assume no responsibility or obligation as to our right to sell Shares in any
jurisdiction.
5. We will offer and sell the Shares of the Funds only in accordance with
the terms and conditions of the applicable current Prospectus and Statement of
Additional Information ("SAI") and we will make no representations not included
in said Prospectus or SAI or in any authorized supplemental material supplied by
you. We shall have no authority to act as agent for the Funds or for you. You
will furnish us without charge reasonable quantities of offering Prospectuses
and SAIs, with any supplements currently in effect, and copies of current
shareholder reports of the Funds, and sales materials issued from time to time.
We agree to comply with the provisions contained in Federal and state securities
laws governing the distribution of prospectuses to persons to whom we offer
Shares. We further agree to deliver, upon your request, copies of any amended
Prospectus of the Fund to purchasers whose Shares we are holding as record owner
and to deliver to such persons copies of the annual and interim reports and
proxy solicitation materials of the Funds. We may not publish any advertisement
or distribute sales literature or other written material to the public which
makes reference to you or the Funds (except material which you have furnished to
us and authorized for distribution) without your prior written approval. We
agree to be responsible for the proper instruction and training of all sales
personnel employed or registered as a broker or sales representative with us, in
order that the Shares will be offered in accordance with the terms and
conditions of this Agreement, and all applicable laws, rules and regulations.
We agree to indemnify and hold you, your affiliates and the Funds (including all
officers, Trustees, directors, employees and agents thereof) harmless from and
against any and all claims, losses, demands, liabilities or expenses (including
attorneys' fees) arising out
of any violation by us, or by any of our brokers or sales representatives, of
any law, rule or regulation, or any provision of this Agreement or out of any
negligent act or omission by us while engaged in any activities pursuant to this
Agreement. All expenses which we incur in connection with our activities under
this Agreement shall be borne by us. You agree to indemnify and hold us and our
affiliates (including all officers, directors, employees and agents thereof)
harmless from and against any and all claims, losses, demands, liabilities and
expenses (including attorneys' fees) arising out of any violation by you or by
any of your brokers or sales representatives, of any law, rule or regulation or
any provision of this Agreement or out of any negligent act or omission by you
while engaged in any activities pursuant to this Agreement; provided, however,
that your agreement to indemnify us, our affiliates and directors, officers or
employees, shall not be deemed to cover any claims, losses, demands, liabilities
or expenses arising out of any statements, financial or other information
furnished by us or our affiliates and, further provided, that your obligations
to indemnify us shall not be deemed to cover any liability to which we would
otherwise be subject by reason of bad faith or negligence in the performance of
our duties or by reason of our reckless disregard of our obligations and duties
under this Agreement.
6. We will maintain all records required by law to be kept by us relating
to transactions in Shares and, upon request by the Fund, promptly make such
records available to the Fund or you as the Fund or you may reasonable request.
7. We understand and agree that, if any Shares of the Funds sold under
this Agreement are redeemed or repurchased by the Funds or by you as disclosed
agent for the Funds or are tendered for redemption within seven business days
after the date of confirmation of initial purchase of such Shares, we shall
forfeit and repay to you any portion of a sales charge reallowed by you to us
with respect to such Shares.
8. Payment for purchase of Shares of the Funds made by wire order from us
shall be made directly to State Street Bank and Trust Company, the Funds'
transfer agent. If such payment is not received at the customary or required
time for settlement of the transaction, we understand that you reserve the
right, without notice, forthwith, to cancel the sale, in which case we may be
held responsible for any loss, including loss of profit, suffered by the Funds
or you resulting from our failure to make the aforesaid payment.
9. On the settlement date of each transaction, we on behalf of our
customers will remit the full purchase price and our customers will be credited
with an investment in Shares of the applicable Fund or Funds equal to such
purchase price.
10. Your obligations to us under this Agreement are subject to all
applicable provisions of any Distribution Agreement entered into between you and
the Trust. We understand and agree that in performing our services covered by
this Agreement we are acting as agent for the customer, and you are in no way
responsible for the manner of our performance or for any of our acts or
omissions in connection therewith.
11. We may terminate this Agreement by notice in writing to you, which
termination shall become effective on the date of receipt of such notice by you.
We agree that you have and reserve the right, in your sole discretion without
notice, to suspend the sale of Shares of the Funds, or to withdraw entirely the
offering of Shares of the Funds, or, in your sole discretion, to modify, amend
or terminate this Agreement upon written notice to us of such modification,
amendment or termination which shall be effective on the date stated in such
notice. This Agreement may be terminated with respect to a Fund or a class of
Shares thereof
at any time, without payment of any penalty, by vote of a majority of the
Disinterested Trustees (as defined in the Plan), or by vote of a majority of the
class of Shares of such Fund for which services are provided hereunder, on not
more than 60 days' written notice. Without limiting the foregoing, you may
terminate this Agreement for cause on violation by us of any of the provisions
of this Agreement, said termination to become effective on the date of mailing
notice to us of such termination. Without limiting the foregoing, any provision
hereof to the contrary notwithstanding, our expulsion from the NASD will
automatically terminate this Agreement without notice, and our suspension from
the NASD or violation of applicable state or Federal laws or rules and
regulations of an authorized regulatory agency will terminate this Agreement
effective upon the date of your mailing notice to us of such termination.
Waiver of any breach of any provision of this Agreement will not be construed as
a waiver of the provision or of your right to enforce said provision thereafter.
Your failure to terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause. All notices hereunder
shall be to the respective parties at the addresses listed hereon, unless
changed by notice given in accordance with this Agreement.
12. This Agreement shall become effective as of the date when it is
executed and dated by you below and shall be in substitution of any prior
agreement between you and us covering the Funds. This Agreement and all the
rights and obligations of the parties hereunder shall be governed by and
construed under the laws of the State of Ohio. This Agreement is not assignable
or transferable, and shall terminate automatically in the event of its
assignment except that your firm may assign or transfer this Agreement to any
successor firm or corporation which becomes the Distributor to the Funds.
Company: Banc One Securities Corporation
Address: 000 Xxxxx Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
By: Xxxxxxx X. Xxxxxx
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(Signature)
Xxxxxxx X. Xxxxxx
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(Print Name)
November 11, 1995
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(Date)
Accepted:
THE ONE GROUP SERVICES COMPANY
By: Xxxx X. Xxxxxx
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Dated: 11th day of November, 1995
