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Exhibit (10)(w)
Supplemental No-Load Agreement (Agency)
between
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc.,
The One Group Services Company
and
One Group Mutual Funds
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
SUPPLEMENTAL FUND SERVICES AGREEMENT
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(No-Load Funds)
This Supplemental Fund Services Agreement (this "Agreement") is made and entered
into as of December 3, 1999, by and between Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated ("Xxxxxxx Xxxxx"), The One Group Services Company ("Fund
Provider"), and One Group Mutual Funds ("One Group").
1. Service Agreement.
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Xxxxxxx Xxxxx, the Fund Provider (or its predecessor) and One Group
have entered into a Selected Dealer Agreement (the "Dealer Agreement"). The
terms of this Agreement are intended to supplement the Dealer Agreement;
accordingly, except as otherwise specified herein, the Dealer Agreement, as in
effect at the time in question, will apply to all matters set forth herein.
2. Designation of Employers, Plans and Funds.
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Xxxxxxx Xxxxx has been retained by certain employers (collectively
referred to as "Employers" and individually as an "Employer") to provide
recordkeeping services with respect to certain employee benefit plans
(collectively referred to as "Plans" and individually as a "Plan") sponsored by
the Employers. The provisions of this Agreement are intended to facilitate the
investment of assets of the Plans in those open-end investment companies which
are set forth in Attachment A hereto, as may be amended from time to time in
accordance with Section 12 (collectively referred to as the "Funds" and
individually as the "Fund").
3. Xxxxxxx Xxxxx Services.
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In connection with providing recordkeeping services with respect to the
Plans, Xxxxxxx Xxxxx will:
(a) Maintain separate records for each Plan which offers the Fund(s) as
investment options to participants under the Plan ("Participants"), which
records will reflect the shares purchased and redeemed and share balances for
each Participant. Xxxxxxx Xxxxx will maintain a single master account with the
transfer agent of each Fund on behalf of the Plans for which Xxxxxxx Xxxxx Trust
Company or one of its affiliates is acting as trustee and such account will be
in the name of Xxxxxxx Xxxxx Trust Company (or appropriate affiliate), as
Trustee, or in the name of its nominee, as the record owner of the shares held
under such Plans. In the case of a Plan for which Xxxxxxx Xxxxx Trust Company or
one of its affiliates is not acting as trustee, a separate account will be
established in the name of the trustee of such Plan.
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(b) Disburse or credit to the Plans all proceeds of redemptions of
shares of the Fund(s) and all dividends and other distributions not reinvested
in shares of the Fund(s), as applicable.
(c) With respect to each Plan, prepare and transmit to the Employer
periodic statements showing the total number of shares owned by the Plan as of
the statement closing date, purchases and redemptions of Fund shares by the Plan
during the period covered by the statement and the dividends and other
distributions paid to the Plan during the statement period (whether paid in cash
or reinvested in Fund shares).
(d) Transmit to the Funds' transfer agent or other person as may be
designated by One Group, purchase and redemption orders on behalf of the Plans
in accordance with the procedures set forth in Section 4 below.
4. Procedures for Purchases and Redemptions of Fund Shares.
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(a) On each day the New York Stock Exchange is open for business
("Business Day"), Xxxxxxx Xxxxx may receive instructions from Participants for
the purchase, redemption and exchange of shares of the Funds. Instructions
received after 4:00 p.m. Eastern Time ("ET") on any Business Day will be treated
as if received on the next following Business Day.
(b) By 9:00 a.m. ET on the next Business Day following receipt of such
instructions, Xxxxxxx Xxxxx will provide to One Group or its Designee via the
NSCC Defined Contribution Platform (which utilizes the "as of record layout
within FundServe) one or more files detailing the instructions received with
respect to each Plan prior to 4:00 p.m. ET on the prior Business Day for each of
the Funds. If for any reason Xxxxxxx Xxxxx is unable to transmit the file(s)
with respect to any Business Day, Xxxxxxx Xxxxx will notify One Group or its
designee by 9:00 a.m. ET on the next following Business Day.
(c) Upon receipt of the NSCC file(s) from Xxxxxxx Xxxxx, One Group or
its Designee will execute (or will cause to be executed) the purchase and
redemption transactions on a daily basis at the net asset value computed at the
close of trading on the New York Stock Exchange ("Close of Trading") on the
prior Business Day ("Effective Trade Date"). One Group or its designee agrees
that such purchase and redemption transactions will settle on the Business Day
following the Effective Trade Date.
(d) By 6:30 p.m. ET on each Business Day, One Group or its Designee
will provide (or will cause to be provided) to Xxxxxxx Xxxxx (i) the Fund's net
asset value at the Close of Trading, (ii) in the case of income Funds, the daily
accrual or interest rate factor (mil rate) and (iii) when applicable, record
date, ex-dividend date and payable date information for dividends and capital
gains distributions.
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(e) Notwithstanding the provisions of Section 1(e) of the Dealer
Agreement, for purchase and redemption instructions with respect to any Fund,
Xxxxxxx Xxxxx and One Group or its designee will settle the purchase and
redemption transactions referred to in Section 4(b) above, via the NSCC
FundServe settlement process on the next Business Day following the Effective
Trade Date.
5. Transactions in the Funds.
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Notwithstanding anything to the contrary contained in Section 3 of the
Dealer Agreement, One Group or its Designee will make available for purchase by
the Plans a class of shares available at net asset value and which are not
subject to a contingent deferred sales charge or redemption fee. In addition, no
exchange fees will be applicable to shares of the Funds purchased by the Plans.
The form of payment of dividends and capital gains distributions will be
determined in accordance with Xxxxxxx Xxxxx'x operational procedures in effect
at the time of the payment of such dividend or distribution.
6. Fund Information.
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(a) The Fund Provider will provide (or cause to be provided) to Xxxxxxx
Xxxxx the information set forth in Attachment B hereto. The Fund Provider hereby
agrees that such information will qualify as material approved by the Fund
Provider which the Fund Provider has requested that Xxxxxxx Xxxxx distribute
under Section 2(e) of the Dealer Agreement. In addition, notwithstanding
anything contained in the Dealer Agreement to the contrary, the Fund Provider
hereby agrees that Xxxxxxx Xxxxx may use such information in communications
prepared for the Plans, including, but not limited to, Participant enrollment
and other communications materials and voice response systems, as well as
proposals prepared and submitted by Xxxxxxx Xxxxx to sponsors of employee
benefit plans or their representatives who have expressed interest in Xxxxxxx
Xxxxx'x employee benefit plan recordkeeping or other services.
(b) Notwithstanding anything to the contrary in Section 2(c) of the
Dealer Agreement, upon request, the Fund Provider will provide Xxxxxxx Xxxxx
with prospectuses, proxy materials, financial statements, reports and other
materials relating to each Fund in sufficient quantity for each Participant
invested in the Fund.
(c) The Fund Provider shall provide to Xxxxxxx Xxxxx a description of
the Fund(s) and the statement of the objective of the Fund(s) referred to on
Attachment B in the format required by Xxxxxxx Xxxxx, which Xxxxxxx Xxxxx shall
communicate to the Fund Provider prior to the effective date of this Agreement.
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7. Compensation.
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Notwithstanding anything to the contrary in the Dealer Agreement, with
respect to Fund shares purchased for each Plan pursuant to this Agreement, the
Fund Provider will pay Xxxxxxx Xxxxx fees as set forth in Attachment C hereto,
as may be amended from time to time pursuant to Section 12. The fees payable
under this Section 7 will be in lieu of any fees which might otherwise be
payable under the Dealer Agreement. For the purpose of computing payments to
Xxxxxxx Xxxxx under this Section 7 with respect to any Plan, the average daily
amount invested by the Plan in a Fund for any calendar quarter will be computed
by totaling the Plan's aggregate investment (share net asset value multiplied by
total number of shares of the Fund held by the Plan) on each Business Day during
the quarter and dividing by the total number of Business Days during such
quarter. Xxxxxxx Xxxxx will calculate the amount of any fee to be paid with
respect to each Plan hereunder at the end of each calendar quarter and payment
will be due within 30 days of receipt by the Fund Provider of Xxxxxxx Xxxxx'x
invoice for such fees.
8. Use of Names.
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Except as otherwise expressly provided for in this Agreement, neither
party will use the name or logo (or any variation thereof) or any tradename or
service xxxx of the other party without such other party's prior written
consent, which may be unreasonably withheld.
9. Termination.
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Either party may terminate this Agreement upon 60 days' prior written
notice to the other party; provided that One Group or its Designee reserves the
right to suspend sales or to withdraw the offering of shares of the Funds, as
set forth in Section 10(b) of the Dealer Agreement. Notwithstanding the
foregoing, this Agreement will be terminated immediately upon a material breach
by either party which is not cured within 30 days after notice from the other
party. In the event this Agreement is terminated, the parties will be obligated
to fulfill their responsibilities (including under Sections 4 and 7) under the
Agreement with respect to any shares of the Funds held under Plans for which
Xxxxxxx Xxxxx provides recordkeeping services as of the date of such
termination, until and including the date that Xxxxxxx Xxxxx ceases to provide
recordkeeping services for such Plan.
10. Non-Exclusivity.
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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.
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11. Confidentiality.
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Each party will treat confidentially, by not disclosing to unaffiliated
persons, all information and documentation provided by the other party relating
to any Plan (including the identity of the Plan and information regarding the
Participants) except (i) to the Trustee of the Plan, any administrator of the
Plan or any person as may be necessary in connection with the proper operation
of this Agreement, (ii) in connection with an audit or regulatory examination,
or (iii) as may otherwise be legally required.
12. Amendment.
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Notwithstanding Section 10(d) of the Dealer Agreement, this Agreement
may not be modified or amended except by an instrument in writing signed by
Xxxxxxx Xxxxx, the Fund Provider and One Group.
13. Notices.
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Notwithstanding Section 10(c) of the Dealer Agreement, for purposes of
this Agreement all communications to be sent to Xxxxxxx Xxxxx will be sent to:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxx 0000, Xxxxxxxxx,
Xxx Xxxxxx 00000, Attention: Xxxxxxx Xxxxx Group Employee Services. Unless
otherwise specified by the Fund Provider below, all communications to be sent to
the Fund Provider will be sent to the address indicated in the Dealer Agreement.
14. Survival.
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The provisions of Sections 8, 9 and 11 will survive termination of this
Agreement.
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IN WITNESS WHEREOF, the Fund Provider and Xxxxxxx Xxxxx have each
caused this Agreement to be executed in its corporate name by its duly
authorized officer, as of the date set forth above.
XXXXXXX LYNCH, PIERCE, XXXXXX THE ONE GROUP SERVICES COMPANY
& XXXXX INCORPORATED
By: /s/ Al Del Xxxxx By: /s/ Xxxx X. Xxxxxx
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Print Name: Al Del Xxxxx Print Name: Xxxx X. Xxxxxx
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Title: Vice President Title: President
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Address for Notice (if applicable):
c/o Banc One Investment Advisors
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0000 Xxxxxxx Xxxxxxx, P.O. Box 710211
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Xxxxxxxx, XX 00000-0000
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Contact Person: Xxx Xxxxxxxxx
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Phone: 000-000-0000
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Fax: 000-000-0000
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ONE GROUP MUTUAL FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
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Print Name: Xxxxx X. Xxxxxxxxx
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Title: Vice President
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ATTACHMENT A
[List of Funds]
Fund Name Share Class CUSIP Symbol Objective
*See Attached List
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NASDAQ
PORTFOLIO NAME CUSIP # SYMBOL
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EQUITY FUNDS
Balanced (A) 681937470 OGASX
Large Cap Growth (A) 681937249 OLGAX
Large Cap Value (A) 681937876 OLVAX
Mid Cap Growth (A) 681937728 OSGIX
International Equity Income (A) 681937561 OEIAX
Mid Cap Value (A) 681937751 OGDIX
Equity Index (A) 681937827 OGEAX
Equity Income (A) 681937785 OIEIX
Diversified Equity (A) 681939815 PAVGX
Small Cap Growth (A) 681939849 PGSGX
Small Cap Value (A) 00000X000 PSOAX
Diversified Mid Cap (A) 00000X000 PECAX
Diversified International (A) 00000X000 PGIEX
Market Expansion Index (A) 00000X000
INVESTOR FUNDS
Investor Growth (A) 681939674 ONGAX
Investor Growth & Income (A) 681939617 ONGIX
Investor Conservative Growth (A) 681939641 OICAX
Investor Balanced (A) 681939575 OGIAX
FIXED INCOME FUNDS
Intermediate Bond (A) 681937264 OGBAX
Government Bond (A) 681937330 OGGAX
Short-Term Bond (A) 681937629 OGLVX
Income Bond (A) 681937652 ONIAX
Ultra Short-Term Bond (A) 681937314 ONUAX
High Yield Bond (A) 00000X000 OHYAX
Treasury & Agency (A) 681939526 OTABX
Bond Fund (A) 68231IN776 PGBOX
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ATTACHMENT B
PART 1. Fund Reporting and Performance Information
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A. One Group will provide the following information with respect to
each Fund:
- Name of the Fund
- Objective of the Fund
- Investor Profile (What type of investor is this Fund designed
for?)
- Portfolio concept (What types of investments make up the
Fund's portfolio?)
- Name of Fund manager
- Biography, including tenure with the Fund, of the Fund manager
- Inception date of the Fund
- Historical performance data for the Fund
- Annual total return since inception
- Quarterly total return since inception
- All relevant changes to the Fund's method of doing business.
B. One Group will provide the following information to Xxxxxxx Xxxxx
within ten (10) Business Days of the end of each calendar quarter:
EQUITY FUNDS
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- A four to five sentence, one to two paragraph, portfolio
manager commentary on how the Fund performed for the quarter,
why did it perform so well (or poorly), what does the manager
feel will be happening in the market, and how is the manager
planning for projected changes in the market, etc.
- Fund Asset Size.
- Asset Mix (Name and Percentage of Portfolio).
- Top Five Major Sector Weightings (Name and Percentage of
Portfolio).
- Top Ten Holdings.
- Average Equity Capitalization.
- Number of Equity Holdings.
- Management fees and expenses (broken down into management fees,
12b-1 fees, other expenses, and total operating expenses of the
Fund).
- One, three, five and ten year annualized rates of return for
the current period.
- Total return for the current quarter, year to date, and since
inception of the Fund from/for the current period.
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FIXED INCOME FUNDS
- A four to five sentence, one to two paragraph, portfolio manager
commentary on how the Fund performed for the quarter, why did it
perform so well (or so poorly), what does the manager feel will be
happening in the market, and how is the manager planning for
projected changes in the market, etc.
- Fund Asset Size.
- Asset Mix (Name and Percentage of Portfolio).
- 30-Day Yield.
- Average Maturity.
- Average Duration.
- Average Coupon.
- Management fees and expenses (broken down into management fees,
12b-I Fees, other expenses, and total Fund operating expenses).
- One, three, five and ten year annualized rates of return for the
current period.
- Total return for the current quarter, year to date, and since
inception of the Fund from/for the current period.
- Yield for current quarter, year-to-date, preceding 30 days, and
preceding 12 months.
PART 11. Fund Description for the Voice Response System
- The Fund Provider will provide to Xxxxxxx Xxxxx, within ten (10) days of
the end of each month, the Fund's average annual return for the 1, 5, and
10 year periods ending the current month on a Net Asset Value basis.
- The Fund Provider will provide to Xxxxxxx Xxxxx a description of the Fund
which will be used on Xxxxxxx Xxxxx'x Voice Response System in the
following VRS format:
ABC FUND
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The Net Asset Value per share for ABC Fund as of MM/DD/YY was $XXXXX. The
average annual total return for the Fund for the one year period ended
MM/DD/YY was XXX.XX%, for the five year period ended MM/DD/YY was XXX.XX%.
These total return figures assume reinvestment of all dividend and capital
gains distributions at Net Asset Value. Total investment return is the
combination of net income and gain or loss in market value.
The ABC Fund seeks the highest total investment return consistent with
prudent risk. The portfolio may be invested in equity securities, corporate
bonds or money market securities. Historically, the Fund's equity portfolio
has been invested in the common stocks of larger, quality companies.
Please be advised that past performance is no indication of future
performance. Investment return and principal value of an investment will
fluctuate so that shares, when redeemed, may
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be worth more or less than their original cost. You should request and read
the Fund prospectus prior to investing.
PART III. Proposal Information and Materials
The Fund Provider will provide to Xxxxxxx Xxxxx the following information
and materials on an as needed basis, as requested by Xxxxxxx Xxxxx:
- A supply of materials relating to the Funds (prospectuses, quarterly
reports and other brochures) to include with proposal requests from
prospects.
- Specific investment performance information that may be requested in
a Request For Proposal that cannot be obtained from the prospectus.
This would include specific calculations on various performance
parameters and will require an aggressive turnaround time (usually 5
business days).
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ATTACHMENT C
FEE SCHEDULE
A. The Fund Provider shall pay to Xxxxxxx Xxxxx a non-refundable, one-time
account set-up fee of $50,000. Payment shall be made with the return of the
signed "Supplemental Fund Services Agreement."
For purposes of this Attachment C, the following definitions shall apply:
Small Market Plan - a Plan with less than $3 million in assets or where the
employer has less than 500 employees eligible to participate in the Plan
("Eligible Employees") Middle Market Plan - a Plan with at least $3 million but
not more than $40 million in assets or where the employer has at least 500 but
not more than 1499 Eligible Employees Large Market Plan - a Plan with more than
$40 million in assets or the employer has at least 1500 Eligible Employees
B. One Group shall pay to Xxxxxxx Xxxxx for each Fund the following fees:
1. Processing Fee
$16.00 annually per each position of each Fund in a Large or Middle
Market Plan. The processing fee will be $19.00 per each position of each Fund
for Small Market Plans. Payment shall be made quarterly based upon the number of
participants of a Fund who hold shares of such Fund in a Plan for any part of
the subject quarter.
The processing fee shall be paid by both the Fund and Fund Agent. The
Fund shall pay no more than that portion of the fee equivalent to $18.00 per
account, and the Fund Agent shall pay the remainder of the fee.
C. The Fund Provider shall pay to Xxxxxxx Xxxxx for each Fund the following
fees:
1. Service Fee
.20% of annual average daily value of each Fund's net assets held in
the Plans. Payment shall be made quarterly, calculated in accordance with
Section 7 of the Supplemental Fund Services Agreement.
2. Distribution Fee
For services Xxxxxxx Xxxxx provides in connection with the sale of a
Fund's shares and servicing of the accounts of our customers, for Large Market
Plans and Middle Market Plans, the Fund Provider shall pay to Xxxxxxx Xxxxx an
amount equal to 25 basis points. The fee for a Small Market Plan will be an
amount equal to 100 basis points.
3. Sales Commission (Finders Fee)
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Not Applicable
D. The Fund Provider agrees to waive certain fees including, but not
limited to, the following:
1. Initial Sales Charge
2. Contingent Deferred Sales Charge
3. Redemption Fees
4. Exchange Fees
5. Federal Funds Wire Payment Fees
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