Exhibit (e)(10)
Mutual Fund Dealer Agreement dated as of April 1, 2002 between Xxxxxxx Xxxxx
Barney Inc. and One Group Dealer Services, Inc.
XXXXXXX XXXXX XXXXXX INC.
MUTUAL FUND DEALER AGREEMENT
To the Undersigned Distributor:
Ladies and Gentlemen:
We understand that you are principal distributor of shares ("Shares") of certain
mutual funds ("Funds") registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 ("1940 Act"). You desire that Xxxxxxx
Xxxxx Barney Inc. ("Xxxxxxx Xxxxx Xxxxxx") act as a dealer with respect to the
sale of Shares to its customers. In consideration of the mutual covenants stated
below, you and Xxxxxxx Xxxxx Barney agree as follows:
1. Purchase of Shares at Public Offering Price. Xxxxxxx Xxxxx Xxxxxx will use
such efforts to sell Shares as it in its sole discretion determines, and
will not be required to sell any specified or minimum number of Shares of
any Fund. Sales of Shares through Xxxxxxx Xxxxx Barney will be at the
public offering price of such Shares (the net asset value of the Shares
plus any applicable sales charge), as determined in accordance with the
then effective prospectus(es) and statement(s) of additional information
used in connection with the offer and sale of the Shares (collectively, the
"Prospectus"). The public offering price will reflect scheduled variations
in or the elimination of sales charges on sales of Shares either generally
to the public or in connection with special purchase plans, as described in
the Prospectus. Xxxxxxx Xxxxx Xxxxxx agrees to apply any scheduled
variation in or waivers of sales charges uniformly to all customers meeting
the qualifications therefor as specified in the Prospectus.
2. Rights of Accumulation and Letters of Intent. With respect to Funds sold
with an initial sales charge, Xxxxxxx Xxxxx Barney's customers will be
entitled to reduced sales charges on purchases made under any letter of
intent or right of accumulation described in the Prospectus. In such case,
the concession from the public offering price retained by Xxxxxxx Xxxxx
Xxxxxx will be based upon such reduced sales charge; however, if a Xxxxxxx
Xxxxx Barney customer fails to fulfill a letter of intent, thereafter you
will pay Xxxxxxx Xxxxx Xxxxxx the amount required to reflect the
appropriate concession based on the actual purchases made by the customer.
When placing wire trades, Xxxxxxx Xxxxx Barney agrees to advise you of any
letter of intent executed by its customer or any available right of
accumulation.
3. Exchanges and Redemptions. Exchanges of Shares between Funds and
redemptions of Shares by a Fund or repurchases of Shares by you will be
effected in the manner and upon the terms described in the Prospectus.
Exchanges will be subject to such restrictions and charges as are provided
in the Prospectus. Redemptions and repurchases will be subject to any
applicable contingent deferred sales charges, redemption fees or other
charges as are provided for in the Prospectus. Any order placed by Xxxxxxx
Xxxxx Xxxxxx for the
repurchase or redemption of Shares is subject to the timely receipt by you
or the pertinent Fund's transfer agent of all required documents in good
order.
4. Handling and Receipt of Orders. The handling and settlement of purchase,
exchange and redemption orders will be subject to the provisions of the
Prospectus and such further procedures you and Xxxxxxx Xxxxx Barney
determine to be appropriate from time-to-time, consistent with this
Agreement. Orders which Xxxxxxx Xxxxx Xxxxxx receives prior to the close of
business as defined in the Prospectus and placed with you within the time
frame set forth in or consistent with the Prospectus shall be executed at
the public offering price next computed after they are received by Xxxxxxx
Xxxxx Barney. You will provide such assistance to Xxxxxxx Xxxxx Xxxxxx in
processing orders as Xxxxxxx Xxxxx Barney reasonably requests. With each
order, Xxxxxxx Xxxxx Xxxxxx will notify you of the state of residence of
the customer to whom the order pertains. Xxxxxxx Xxxxx Barney will be
responsible for the accuracy, timeliness and completeness of purchase,
redemption or exchange orders it transmits to you by wire or telephone. All
orders shall be subject to your confirmation.
5. Shareholder Servicing. If you and Xxxxxxx Xxxxx Xxxxxx agree, on an ongoing
basis Xxxxxxx Xxxxx Barney will provide shareholder servicing to its
customers who maintain investments in Shares. In so doing, Xxxxxxx Xxxxx
Xxxxxx and its employees and representatives may provide the following
services, among others: answer customer inquiries regarding the Funds and
customer investments therein; assist customers in changing dividend
options; answer questions about special investment and withdrawal plans,
and assist customers in enrolling in such plans; distribute reports and
materials relating to the Funds to customers; assist in the establishment
and maintenance of accurate customer accounts and records, including
assisting in processing changes in addresses and other customer
information; and assist in processing purchase, exchange and redemption
orders.
6. Compensation and Expenses
A. With respect to Shares which are sold with an initial sales charge,
Xxxxxxx Xxxxx Barney will retain such concessions from the public offering
price as are specified in the Prospectus. With respect to Shares which are
not sold with an initial sales charge, you will pay commissions to Xxxxxxx
Xxxxx Xxxxxx at such rates as you and Xxxxxxx Xxxxx Barney may determine
from time-to-time, consistent with this Agreement. Consistent with the
Prospectus and applicable law and regulation, from time-to-time you and
Xxxxxxx Xxxxx Xxxxxx may determine that Xxxxxxx Xxxxx Barney will retain
the full amount of initial sales charges and/or that you will pay Xxxxxxx
Xxxxx Xxxxxx additional compensation in connection with Xxxxxxx Xxxxx
Barney's sales of shares.
B. If Xxxxxxx Xxxxx Xxxxxx provides shareholder services pursuant to
Paragraph 5 of this Agreement, you will pay Xxxxxxx Xxxxx Barney ongoing
service fees at such rates as you and Xxxxxxx Xxxxx Xxxxxx may determine
from time-to-time. Such payments shall be consistent with applicable law
and regulation and this Agreement. Your obligation to
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make payments to Xxxxxxx Xxxxx Barney under this Subparagraph 6B shall
survive any termination of this Agreement, and shall continue so long as
Xxxxxxx Xxxxx Xxxxxx provides shareholder services described in Paragraph 5
of this Agreement to its customers who hold Shares.
C. You will pay Xxxxxxx Xxxxx Barney ongoing trail commission compensation
with respect to holdings by Xxxxxxx Xxxxx Xxxxxx of Shares of Funds with
respect to which you pay such compensation generally to dealers, at such
rates as you and Xxxxxxx Xxxxx, Barney may determine from time-to-time.
Payments under this Subparagraph 6C may be in addition to the payment of
service fees as described in Subparagraph 6B of this Agreement, and are
subject to applicable law and regulation and this Agreement. Your
obligation to make payments to Xxxxxxx Xxxxx Xxxxxx under this Subparagraph
6C shall survive any termination of this Agreement, and shall continue so
long as Xxxxxxx Xxxxx Barney's customers maintain their investments in
Shares.
D. With respect to expenses not specifically addressed elsewhere in this
Agreement, each party hereto will be responsible for the expenses it incurs
in acting hereunder. Consistent with the Prospectus and applicable law and
regulation, from time-to-time you and Xxxxxxx Xxxxx Xxxxxx may determine
that you will pay or reimburse Xxxxxxx Xxxxx Barney for expenses it incurs
in connection with selling Shares.
7. NASD Regulation. Each party to this Agreement represents that it is a
member of the National Association of Securities Dealers, Inc. ("NASD") and
each party agrees to notify the other should it cease to be such a member.
With respect to the sale of Shares hereunder, you and Xxxxxxx Xxxxx Xxxxxx
agree to abide by the Conduct Rules of the NASD, including but not limited
to the following:
X. Xxxxxxx Xxxxx Xxxxxx shall not withhold placing customers orders for
Shares so as to profit itself as a result of such withholding. Xxxxxxx
Xxxxx Barney shall not purchase any Shares from you other than for its own
investment or to cover purchase orders already received by it from its
customers.
B. If any Shares purchased by Xxxxxxx Xxxxx Xxxxxx are repurchased by the
Fund which issued such Shares or by you for the account of that Fund, or
are tendered for redemption, within seven (7) business days after
confirmation by you of the original purchase order for such Shares, no
compensation as set forth in Paragraph 6 above will be payable to Xxxxxxx
Xxxxx Barney with respect to such Shares, and Xxxxxxx Xxxxx Xxxxxx will
refund to you the full amount of any such compensation paid or allowed to
it on the original sale. You agree to notify Xxxxxxx Xxxxx Barney in
writing of any such repurchase or redemption within ten (10) business days
of the date on which the redemption is requested or Share certificates are
tendered to you, the pertinent Fund or its transfer agent. Termination or
cancellation of this Agreement will not relieve the parties from the
requirements of this subparagraph.
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C. Neither party to this Agreement will, as principal, purchase any Shares
from a customer at a price lower than the net asset value next determined
by or for the Fund that issued such Shares. Nothing in this subparagraph
shall prevent Xxxxxxx Xxxxx Xxxxxx from selling Shares for a customer to
you or to the Fund which issued such Shares at the net asset value then
quoted by or for such Fund (less any applicable contingent deferred sales
charge or other charges) and charging a fair commission or service fee for
handling the transaction.
8. Suspension or Withdrawal of Offering. You reserve the right to suspend
sales of Shares of any Fund or withdraw any offering of Shares entirely.
9. Provision of Materials. At your expense, you will furnish Salomon Xxxxx
Xxxxxx with current prospectuses and statements of additional information
of the Funds (including any supplements thereto), periodic reports to Fund
shareholders and marketing and other materials you have prepared relating
to the Funds in such quantities as Xxxxxxx Xxxxx Barney reasonably
requests.
10. Representations by Xxxxxxx Xxxxx Xxxxxx Concerning the Funds. Xxxxxxx Xxxxx
Barney and its agents and employees are not authorized to make any
representations concerning the Funds or their Shares except those contained
in or consistent with the Prospectus and such other written materials you
provide relating to the Funds or other statements or representations,
written or oral, which you furnish or make to Xxxxxxx Xxxxx Xxxxxx about
the Funds.
11. Prospectus Delivery. Xxxxxxx Xxxxx Barney will provide each of its
customers purchasing Shares with the pertinent prospectus(es) prior to or
at the time of purchase. Xxxxxxx Xxxxx Xxxxxx will provide any customer who
so requests with the pertinent statement(s) of additional information.
12. Liability and Indemnification
A. You agree to be liable for, to hold Xxxxxxx Xxxxx Barney, its officers,
directors and employees harmless from and to indemnify each of them for any
losses and posts arising from: (i) any of your actions, and the actions of
your employees and affiliates, relating to the sale of Fund shares,
including but not limited to any statements or representations contained in
any sales or other material relating to the Funds you or your affiliates
provide to Xxxxxxx Xxxxx Xxxxxx or any other statements or representations,
written or oral, concerning the Funds that you, your employees and your
affiliates make to Xxxxxxx Xxxxx Barney, (ii) any material misstatement in
or omission of a material fact from a Fund's current prospectus or
statement of additional information; (iii) any failure of any Fund or its
Shares to be properly registered and available for sale under any
applicable federal law and regulation; and (iv) any of your actions, or the
actions of your affiliates, relating to the processing of purchase,
exchange and redemption orders and the servicing of shareholder accounts.
You shall not be liable for any consequential damages.
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X. Xxxxxxx Xxxxx Xxxxxx agrees to be liable for, to hold you, your
officers, directors and employees harmless from and to indemnify them from
any losses and costs arising from: (i) any statements or representations
that Xxxxxxx Xxxxx Barney or its employees make concerning the Funds that
are inconsistent with either the pertinent Funds' current prospectus and
statement of additional information or any other material you have provided
or any other statements or representations, written or oral, you have made
to Xxxxxxx Xxxxx Xxxxxx relating to the Funds; and (ii) any of Xxxxxxx
Xxxxx Barney's actions relating to the processing of purchase, exchange and
redemption orders and the servicing of shareholder accounts. Xxxxxxx Xxxxx
Xxxxxx shall not be liable for any consequential damages.
C. The provisions of this Paragraph 12 shall survive the termination of
this Agreement.
13. Arbitration. If a dispute arises between you and Xxxxxxx Xxxxx Barney with
respect to this Agreement which the parties are unable to resolve
themselves, it shall be settled by arbitration in accordance with the
then-existing NASD Code of Arbitration Procedure ("NASD Code"). The parties
agree that to the extent permitted by the NASD Code, the arbitrator(s)
shall be selected from the securities industry.
14. Miscellaneous. This Agreement shall be governed by the laws of New York
State. This Agreement may be amended only upon the written agreement of
both parties hereto, and will terminate automatically in the event of its
assignment (as such term is defined in the 1940 Act). This Agreement may be
terminated, without penalty: (i) by either party on ten days' written
notice to the other party; (ii) at any time by the vote of a majority of
the members of the Board of Trustees of the Funds who are not interested
persons (as such term is defined in the 0000 Xxx) of the Funds and who have
no direct or indirect financial interest in the operation of the Funds'
Rule l2b-1 plan(s) or any agreement relating thereto, including this
Agreement; or (iii) by vote of a majority of the Shares of a Fund, with
respect to such Fund, on ten days' written notice to Xxxxxxx Xxxxx Xxxxxx;
provided, that in no event shall the survival of any obligation, as
provided for herein, be deemed a penalty for purposes hereof.
If your payments to Xxxxxxx Xxxxx Barney under Subparagraphs 6B and/or 6C
hereunder in whole or in part are financed by a Fund in accordance with a
Fund's plan of distribution adopted pursuant to rule l2b-1 under the 1940
Act, then in the event of the termination of such rule l2b-1 plan of
distribution by a Fund's board of directors or trustees or shareholders,
you and Xxxxxxx Xxxxx Xxxxxx agree to negotiate in good faith with respect
to whether and to what extent you will continue to make payments from your
own resources to Xxxxxxx Xxxxx Barney as required by Subparagraphs 6B and
6C hereunder.
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This Agreement constitutes the entire agreement between you and Xxxxxxx Xxxxx
Xxxxxx and supersedes all prior oral or written agreements between you and
Xxxxxxx Xxxxx Barney and its predecessors relating to the sale of Shares by
Xxxxxxx Xxxxx Xxxxxx as dealer.
Sincerely,
XXXXXXX XXXXX BARNEY INC.
By: /s/ C. Xxxxxx Xxxxxxxxx
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Dated: March 19, 2002
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AGREED AND ACCEPTED:
Distributor Name: One Group Dealer Services, Inc.
Fund Complex: One Group Mutual Funds
By: /s/ Xxxxxx X. Xxxxx
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Dated: April 2, 2002
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