Exhibit (e)(9)
Supplement to the Sales and Services Agreement dated as of March 31, 2002
between Xxxxxxx Xxxxx & Associates, Inc. and One Group Dealer Services, Inc.
SUPPLEMENT TO THE SALES AND SERVICE AGREEMENT WITH
XXXXXXX XXXXX & ASSOCIATES, INC.
SUPPLEMENT, dated as of the 31st day of March, 2002, between XXXXXXX XXXXX &
ASSOCIATES, INC. ("Dealer"), and One Group Dealer Services, Inc.
("Distributor").
WITNESSETH
WHEREAS, Dealer wishes to use Class A shares of open-end funds distributed by
Distributor (the "Funds") in a fee-based program made available by the Dealer to
clients of Dealer (select accounts);
WHEREAS, Dealer wishes to afford its fee-based clients the opportunity to
qualify for the ability to purchase shares of the Funds at net asset value; and
WHEREAS, Distributor is willing to allow Dealer to purchase shares of the Funds
for clients in the select accounts subject to the provisions of this agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable considerations, the receipt and
sufficiency of which is hereby acknowledged by both parties, Dealer and
Distributor hereby agree as follows:
1. Dealer may sell shares of the Funds made available by the Distributor,
from time to time at net asset value to bona fide clients of Dealer for use
solely in their select accounts. Dealer will earn no concession or
commission on any such sale, but will be entitled, with respect to each
Fund, to receive any service fees/or distribution fees otherwise payable in
accordance with the Fund's Prospectus and Statement of Additional
Information as payment for expenses incurred in servicing and maintaining
client accounts.
2. Distributor, after consulting Dealer, will determine, from time to time,
which Funds it will make available to Dealer for use in the select
accounts. Dealer will comply with all provisions of the Prospectus of each
Fund.
3. For any select accounts customer is eligible to purchase Fund shares at
net asset value, Dealer shall charge an annual fee to the customer of not
more than 1.75% of average net assets, nor less than .50% of such assets.
These fees however, are subject to reduction based upon the amount of
assets in the wrap based program, as per attached Schedule A. Dealer shall
not prepare, use or distribute brochures, written materials or advertising
in any form that refers to sales of the Funds as no-load or at net asset
value except in the case of brochures in which it may refer to the Funds as
available at net asset value if the fees and expenses of the select
accounts are given at least equal prominence.
Notwithstanding the foregoing, in connection with explaining the fees and
expenses of the select accounts, representatives of Dealer may describe to
customers the option of purchasing fund shares through the Programs at net
asset value.
4. Distributor warrants that all necessary disclosures regarding the sale
of shares at net asset value will be set forth in the Prospectus or
Statement of Additional Information of the Funds available under this
Agreement.
5. Dealer will (a) include descriptions of all Funds offered through the
select accounts in internal sales materials used in conjunction with the
select accounts, (b) include representatives from Distributor on Dealer's
internal sales lines and conference calls on a regular basis, and (c) use
reasonable efforts to motivate its representatives to recommend suitable
Funds for clients of the select accounts.
6. Dealer and Distributor agree that all accounts will be maintained on
networking Levels I, II or IV as the case may be.
7. This Agreement shall be governed and interpreted in accordance with the
laws of the State of Florida. This Agreement shall not relieve Dealer or
Distributor from any obligations either may have under any other agreements
between them, including but not limited to the Dealer Agreement, which
shall control in case of any conflict with this Agreement.
8. The Funds to which this Agreement pertains will be those designated by
Distributor and accepted by Dealer, from time to time, subject to the
provision of each Fund's then current Prospectus, state and federal
securities laws and regulations and applicable rules and regulations of the
National Association of Securities Dealers, Inc.
9. Distributor is not endorsing, recommending or otherwise involved in
providing any investment product of Dealer (including but not limited to
the select accounts). Distributor is merely affording Dealer the
opportunity to use the Funds distributed by Distributor as an investment
medium for the select accounts.
10. This Agreement is not exclusive and may be terminated by either party
upon sixty (60) days prior written notice to the other party. It shall
terminate automatically upon termination of the Dealer Agreement between
the parties. This Agreement may be amended only by a written instrument,
signed by both parties.
IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth
above by the duly authorized officer of each party.
XXXXXXX XXXXX & ASSOCIATES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President
ONE GROUP DEALER SERVICES, INC.
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Distributor
By: /s/ Xxxx X. Xxxxxx
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Title President
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SCHEDULE A
FEE SCHEDULE
MUTUAL FUND ASSETS
MAXIMUM MINIMUM
$25,000-$99,999 1.75% 0.50%
$100,000-$199,999 1.50% 0.50%
$200,000-$499,999 1.25% 0.25%
$500,000 and above 0.75% 0.15%
All fees are on an incremental basis
