Exhibit (m)(16)
Supplemental Dealer Agreement dated as of April 1, 2002 between Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx, One Group Dealer Services, Inc., Banc One Investment
Advisors Corporation and One Group Mutual Funds.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
SUPPLEMENTAL DEALER AGREEMENT
This Supplemental Dealer Agreement (this "Agreement") is made and
entered into as of April 1, 2002, by and between Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), One Group Dealer
Services, Inc., ("Fund Provider"), One Group Mutual Funds and Banc One
Investment Advisors Corporation.
1. Purpose of the Agreement.
(a) Xxxxxxx Xxxxx and Fund Provider (or its predecessors) have
entered into a Selected Dealer Agreement (the "Dealer Agreement"). This
Agreement is intended to supplement the Dealer Agreement; accordingly,
except as otherwise specified herein, the Dealer Agreement, as in
effect at the time in question, will continue to govern the conduct of
business between Xxxxxxx Xxxxx and Fund Provider in regard to the
matters set forth herein.
(b) Xxxxxxx Xxxxx provides recordkeeping and investment related
services to certain employee benefit plans (collectively referred to as
"Plans" and individually as a "Plan") pursuant to the arrangements
described in Section 2. The Plans wish to invest in certain open-end
investment companies registered under the Investment Company Act of
1940, as amended (the "1940 Act") identified in Attachment A hereto,
which may be amended from time to time by mutual agreement of the
parties hereto, for which the Fund Provider is the distribution
coordinator (collectively referred to as the "Funds" and individually
as the "Fund"). For the convenience of the Plans, Xxxxxxx Xxxxx is the
record owner of the shares of the Fund(s) and maintains such ownership
interests through an omnibus account ("Omnibus Account") established
for each Fund pursuant to the Dealer Agreement. This Omnibus Account
represents the aggregate number of shares of the Funds held by the
Plans and all other Xxxxxxx Xxxxx customers at any given time. Xxxxxxx
Xxxxx or other recordkeepers ("TPAs") track the beneficial ownership of
such shares, distribute dividends and shareholder information, and
perform other services pursuant to agreements with or for the benefit
of the Plans as described in Section 3. The Funds and Fund Provider
receive a direct benefit from the services performed by Xxxxxxx Xxxxx
and the TPAs. The provisions of this Agreement are intended (i) to
facilitate the investment of Plan assets in shares of the Fund(s) and
(ii) to define the responsibilities of Xxxxxxx Xxxxx and Fund Provider
relating to the services described in Section 3.
2. Designation of Servicing Arrangements.
(a) Xxxxxxx Xxxxx provides recordkeeping services for participant
("Participant") interests in defined contribution Plans and performs
such services directly through a proprietary recordkeeping system that
is linked to a Xxxxxxx Xxxxx securities account
(collectively referred to as "ML Recordkeeping Arrangements" and
individually as a "ML Recordkeeping Arrangement");
(b) Xxxxxxx Xxxxx has entered into arrangements with selected
TPAs to; (i) perform recordkeeping services for certain defined
contribution Plans that were previously subject to a ML Recordkeeping
Arrangement and which continue to be linked to a Xxxxxxx Xxxxx
securities account, and (ii) offer co-branded defined contribution
recordkeeping products that are linked to a Xxxxxxx Xxxxx securities
account and sold by Xxxxxxx Xxxxx Financial Consultants (collectively
referred to as "TPA Recordkeeping Arrangements" and individually as a
"TPA Recordkeeping Arrangement");
(c) Xxxxxxx Xxxxx and certain TPAs provide investment and
recordkeeping services to Plans (other than Plans described in the
preceding Sections 2(a) and 2(b)) through the Investment Only Trading
Platform facility maintained by Xxxxxxx Xxxxx through its affiliate,
Financial Data Services, Inc. ("IOTP"), (collectively referred to as
"IOTP Arrangements" and individually as an "IOTP Arrangement"). IOTP
Arrangements involve agreements between a TPA, Xxxxxxx Xxxxx and the
Plan sponsor under which (i) the TPA recordkeeping system is linked to
a Xxxxxxx Xxxxx securities account through the IOTP facility, (ii) the
TPA is authorized to execute securities transactions on behalf of the
Plans through the securities account, and (iii) the TPA is obligated
to account for Participant level transactions.
(d) Xxxxxxx Xxxxx provides investment services to certain Plans
and Plan Participants, other than the Plans described in the preceding
Sections 2(a), 2(b) and 2(c), (collectively referred to as "Investment
Only Arrangements" and individually as an "Investment Only
Arrangement");
3. Services to Plans.
(a) The servicing arrangements described in Section 2(a) (ML
Recordkeeping Arrangements), Section 2(b) (TPA Recordkeeping
Arrangements) and Section 2(c) (IOTP Arrangements), provide that the
following services will be performed for and on behalf of the Plans:
(i) Xxxxxxx Xxxxx will maintain separate records for each Plan
which offers the Fund(s) as investment options to Participants
under the Plan, and Plan records, sufficient to identify shares
purchased and redeemed and share balances for each Participant,
will be maintained by the recordkeeper.
(ii) Xxxxxxx Xxxxx will maintain an Omnibus Account with the
transfer agent of each Fund and execute transactions on behalf of
the Plans through such Omnibus Account.
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(iii) Xxxxxxx Xxxxx will 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.
(iv) Xxxxxxx Xxxxx will 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).
(v) Xxxxxxx Xxxxx will transmit to the Funds' transfer agent
or other person as may be designated by the Fund Provider,
purchase and redemption orders on behalf of the Plans in
accordance with the procedures set forth in Section 4(b)(i)
below.
(b) The servicing arrangements described in Section 2(d)
(Investment Only Arrangements), provide that the following services
will be performed for and on behalf of the Plans:
(i) Xxxxxxx Xxxxx will maintain separate records for each Plan
that offers the Fund(s), including records of shares purchased
and redeemed and share balances for each Plan and each
Participant who maintains a separate Xxxxxxx Xxxxx securities
account.
(ii) Xxxxxxx Xxxxx will maintain an Omnibus Account with the
transfer agent of each Fund and execute transactions on behalf of
the Plans through such Omnibus Account.
(iii) Xxxxxxx Xxxxx will disburse or credit to the Plans or
Participant accounts as appropriate 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.
(iv) Xxxxxxx Xxxxx will prepare and transmit to the Employer
or account holder periodic statements showing the total number of
shares owned as of the statement closing date, purchases and
redemptions of Fund shares during the period covered by the
statement and the dividends and other distributions paid during
the statement period (whether paid in cash or reinvested in Fund
shares).
(v) Xxxxxxx Xxxxx will transmit to the Funds' transfer agent
or other person as may be designated by the Fund Provider,
purchase and redemption orders on behalf of the Plans in
accordance with the procedures set forth in Section 4(b)(ii)
(specifically excluding for purposes of this Section 3(b), the
provisions of Section 4(b)(i) herein).
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4. Procedures for Purchases and Redemptions of Fund Shares.
-------------------------------------------------------
(a) On each day the New York Stock Exchange is open for business
("Business Day") Xxxxxxx Xxxxx or its agent 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) All Plan transactions in Fund shares shall be excited through
the Omnibus Accounts and in accordance with the following provisions
applicable to the arrangements described in Section 2.
(i) In respect of transactions executed pursuant to
an arrangement described in Sections 2(a), 2(b) and 2(c)
(respectively, ML Recordkeeping Arrangements, TPA Recordkeeping
Arrangements and IOTP Arrangements), by 11:00 a.m. ET on the next
Business Day following receipt of such instructions, Xxxxxxx Xxxxx
will provide to the Fund Provider or its designee via the NSCC
Defined Contribution Platform (which utilizes the "as of" record
layout within Fund/SERV) 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 via the NSCC Defined Contribution
Platform, Xxxxxxx Xxxxx will notify the Fund Provider or its
designee of its inability to utilize the NSCC Defined Contribution
Platform and will instead send the instructions via fax, in
Xxxxxxx Xxxxx'x format, to the Fund Provider or its designee by
10:00 a.m. ET on the next following Business Day. Upon receipt of
the faxed information, the Fund Provider or its designee will
contact Xxxxxxx Xxxxx by telephone to verbally confirm the
instructions.
(ii) In respect of transactions executed pursuant to
an arrangement described in Section 2(d) (Investment Only
Arrangement), Xxxxxxx Xxxxx will provide to the Fund Provider or
its designee via the NSCC Fund/SERV Platform one or more files
detailing the instructions received by Xxxxxxx Xxxxx with respect
to each Plan prior to 4:00 p.m. ET on the Business Day for each of
the Funds.
(c) Except as otherwise provided in this Agreement, the purchase
and redemption transactions contemplated hereunder shall be executed at
prices and in accordance with procedures established in accordance with
the provisions of the Dealer Agreement.
(d) Notwithstanding anything to the contrary in the Dealer
Agreement, by 6:30 p.m. ET on each Business Day, the Fund Provider will
provide to Xxxxxxx Xxxxx by means of the NSCC Profile, (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, the record date, ex-dividend date and payable date
information for dividends and capital gains. In lieu of transmitting
this information through the NSCC Profile medium, the
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Fund Provider may provide such information through an alternative
channel acceptable to Xxxxxxx Xxxxx.
(e) Notwithstanding any provision of the Dealer Agreement to the
contrary, for purchase and redemption instructions with respect to any
Fund, Xxxxxxx Xxxxx and the Fund Provider will settle the purchase and
redemption transactions referred to in Section 4(b) above, via the NSCC
Fund/SERV settlement process on the next Business Day following the
effective trade date. The Fund Provider will provide to Xxxxxxx Xxxxx a
daily transmission of positions and trading activity taking place in
the Omnibus Accounts using the proprietary Inventory Control System
("ICS").
5. Transactions in the Funds.
-------------------------
Notwithstanding anything to the contrary contained in the
Dealer Agreement, the Fund Provider will make available for purchase by
the Plans a class of shares available at net asset value 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. All Plan transactions in the Funds shall
be executed through the Omnibus Accounts.
6. Fund Information.
----------------
(a) The Fund Provider will provide (or cause to be provided) to
Xxxxxxx Xxxxx the information set forth in Attachment B hereto. 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. The Fund Provider will provide timely notification to
Xxxxxxx Xxxxx of any change to the information described in Part I of
Attachment B, including without limitation any change to the CUSIP
number or symbol designation of a Fund. Such notification shall be
given to Xxxxxxx Xxxxx at least ten (10) Business Days prior to the
effective date of the change or the effect of the change with respect
to transactions by the Plans in any affected Fund shall be delayed for
a reasonable time following notification hereunder.
(b) Notwithstanding anything to the contrary in 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.
5
(c) With the exception of (i) listings of product offerings; (ii)
materials in the public domain (e.g., magazine articles and trade
publications); and (iii) materials used by Xxxxxxx Xxxxx on an internal
basis only, Xxxxxxx Xxxxx agrees not to furnish or cause to be
furnished to any third parties or to display publicly or publish any
information or materials relating to the Funds, except such materials
and information as may be distributed to Xxxxxxx Xxxxx by Fund Provider
or approved for distribution by Fund Provider upon Xxxxxxx Xxxxx'x
request.
7. Compensation.
------------
(a) 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, One Group Mutual Funds and/or
Banc One Investment Advisors Corporation will pay Xxxxxxx Xxxxx fees as
set forth in Attachment C hereto, as may be amended from time to time
pursuant to Section 15. 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 the Plans, the average daily amount
invested by the Plans in a Fund for any calendar month will be computed
by totalling the Plans' aggregate investment (share net asset value
multiplied by total number of shares of the Fund held by the Plans) on
each Business Day during the month and dividing by the total number of
Business Days during such month. Xxxxxxx Xxxxx will calculate the
amount of any fee to be paid with respect to the Plans 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.
(b) Notwithstanding anything herein to the contrary, the Fund
Provider shall not be obligated to make any payments under this
Agreement that exceed the maximum amounts permitted under any
applicable rule or regulation, including any rule promulgated by the
National Association of Securities Services, Inc. (the "Applicable
Limitations"). Xxxxxxx Xxxxx agrees that any amount due under this
Agreement that the Fund Provider determines to be in excess of the
Applicable Limitations may be paid by another entity designated by Fund
Provider (an "Alternative Payer"). Any decision to designate an
Alternative Payer shall be within the sole discretion of Fund Provider,
subject to the consent of Xxxxxxx Xxxxx, which consent will not be
unreasonably withheld. Fund Provider agrees that; (i) Xxxxxxx Xxxxx may
submit a single xxxx for monies owed under this Agreement, (ii) Fund
Provider shall be solely responsible to ensure that any Applicable
Limitations are not exceeded, and (iii) Fund Provider shall be
responsible to ensure that any Alternative Payer discharges its
obligations consistent with the provisions of this Agreement.
(c) The parties hereto agree that the payments to Xxxxxxx Xxxxx
under this Section 7 do not constitute payment in any manner for
investment advisory services.
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8. Use of Names.
------------
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 consent may not be unreasonably
withheld.
9. Termination.
-----------
Either party may terminate this Agreement upon 90 days' prior
written notice to the other party; provided that the Fund Provider
reserves the right to suspend sales or to withdraw the offering of
shares of the Funds, as more fully set forth in 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 3, 4, 5 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 earlier of the date that
Xxxxxxx Xxxxx ceases to provide recordkeeping services for such Plan or
two years after termination of the Agreement.
10. Non-Exclusivity.
---------------
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.
11. Confidentiality.
---------------
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. Indemnification.
---------------
The relevant provisions of the Dealer Agreement relating to
indemnification are hereby incorporated as part of this Agreement and
those provisions shall govern the rights and responsibilities of the
parties relating to indemnification for any losses, claims, damages and
liabilities arising out of the subject matter of this Agreement.
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13. Arbitration.
-----------
The relevant provisions of the Dealer Agreement relating to the
resolution of disputes between the parties to this Agreement are hereby
incorporated as part of this Agreement and those provisions shall
govern the rights and responsibilities of the parties relating to the
resolution of claims arising under this Agreement.
14. Entire Agreement.
----------------
Except as otherwise provided in Section 1 herein, this Agreement,
including the Attachments hereto, constitutes the entire agreement
between the parties with respect to transactions in the Funds by Plans,
subject to the arrangements described in Section 2 herein, and this
Agreement supercedes all previous agreements, written or oral, with
respect to such matters.
15. Amendment.
---------
Notwithstanding the Dealer Agreement to the contrary, this
Agreement may not be modified or amended except by an instrument in
writing signed by Xxxxxxx Xxxxx and the Fund Provider.
16. Notices.
-------
Notwithstanding any provision of the Dealer Agreement to the
contrary, for purposes of this Agreement all communications to be sent
to Xxxxxxx Xxxxx will be sent to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, 1400 Xxxxxxx Xxxxx Drive, 4th floor, Xxxxxxxxxx, Xxx
Xxxxxx 00000; Attention: Xxxx Xxxxxxx, Retirement Group. 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.
17. Survival.
--------
The provisions of Sections 7, 8, 11, 12 and 13 will survive
termination of this Agreement.
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.
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XXXXXXX LYNCH, PIERCE, XXXXXX One Group Dealer Services, Inc.
& XXXXX INCORPORATED
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------ --------------------------------
Print Name: Xxxxx Xxxxx Print Name: / Xxxxxx X. Xxxxx
-------------------- ------------------------
Title: Director, Alliance Mgm. Title: Vice President
--------------------------- -----------------------------
Address for Notice: Address for Notice:
____________________________ 0000 Xxxxxxx Xxxxxxx, Suite 2-G/J/L
____________________________ Mail Code OH1-1235
____________________________ Xxxxxxxx, XX 00000-0000
____________________________ Contact Person: Xxxxxx X. Xxxxx
____________________________ Phone: 000-000-0000
____________________________ FAX: 000-000-0000
Banc One Investment Advisors One Group Mutual Funds
Corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------ -------------------------------
Print Name: Xxxx X. Xxxxxx Print Name: Xxxxxxx X. Xxxxx
--------------------- ------------------------
Title: Senior Managing Director Title: Secretary
-------------------------- -----------------------------
Address for Notice: Address for Notice:
0000 Xxxxxxx Xxxxxxx, Xxxxx 0-X 1111 Polaris Parkway, Suite 2-G/J/L
Mail Code OH1-0211 Mail Code OH1-1235
Xxxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000-0000
Contact Person: Xxxx X. Xxxxxx Contact Person: Xxxxxx X. Xxxxx
Phone: 000-000-0000 Phone: 000-000-0000
FAX: 000-000-0000 FAX: 000-000-0000
9
ATTACHMENT A
Fund Name Class CUSIP Symbol
Equity Funds
Balanced A 681937470 OGASX
Diversified Equity A 681939815 PAVGX
Diversified International A 00000X000 PGIEX
Diversified Mid Cap A 00000X000 PECAX
Equity Income A 681937785 OIEIX
Equity Index A 681937827 OGEAX
Health Sciences A 00000X000 OHSAX
International Equity Index A 681937561 OEIAX
Large Cap Growth A 681937249 OLGAX
Large Cap Value A 681937876 OLVAX
Market Expansion Index A 00000X000 OMEAX
Mid Cap Growth A 681937728 OSGIX
Mid Cap Value A 681937751 OGDIX
Small Cap Growth A 681939849 PGSGX
Small Cap Value A 00000X000 PSOAX
Technology A 00000X000 OGTAX
Health Sciences A 00000X000 OHSAX
Investor Funds
Investor Balanced A 681939575 OGIAX
Investor Conservative Growth A 681939641 OICAX
Investor Growth A 681939674 ONGAX
Investor Growth & Income A 681939617 ONGIX
Fixed Income Funds
Bond A 00000X000 PGBOX
Government Bond A 681937330 OGGAX
High Yield Bond A 00000X000 OHYAX
Income Bond A 681937652 ONIAX
Intermediate Bond A 681937264 OGBAX
Mortgage-Backed Securities A 00000X000 OMBAX
Short-Term Bond A 681937629 OGLVX
Treasury & Agency A 681939526 OTABX
Ultra Short-Term Bond A 681937314 ONUAX
ATTACHMENT B
Part I. Fund Description for the Voice Response System
----------------------------------------------
. The Fund Provider will provide to Xxxxxxx Xxxxx, or a common service
provider designated by 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 and a statement of objective in a mutually acceptable format
suitable for use in Xxxxxxx Xxxxx'x Voice Response System.
Part II. 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).
. A supply of one (1) page fund profiles (fact sheets) with
current fund performance information, that the Fund Provider
has had approved by the NASD for participant communications.
This supply will be made available in sufficient quantities to
a fulfillment center of Xxxxxxx Xxxxx'x choosing, by the last
business day of the month following every calendar quarter-end
(March, June, September, and December).
ATTACHMENT C
FEE SCHEDULE
Part I. The Fund Provider has paid to Xxxxxxx Xxxxx a non-refundable, one-time
account set-up fee of $50,000.
Part II. The Fund Provider and/or One Group Mutual Funds and Banc One Investment
Advisors Corporation shall pay to Xxxxxxx Xxxxx for each Fund the fees as
provided under Part III of this Attachment C based on the following fee
elements:
1. Processing Fee
$16.00 annually per each position of each Fund in a Plan, which is comprised of
front loaded shares, typically class A ("A shares"). The processing fee will be
$19.00 per each position of each Fund which is comprised of other than front
loaded shares (typically class B or class C shares). 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 month.
2. Service Fee
An amount equal to the product of twenty basis points (0.20%) and the average
daily amount invested by the Plans in each Fund. Payment shall be made
quarterly, calculated in accordance with Section 7 of the Supplemental Dealer
Agreement.
3. Distribution Fee
An amount equal to the product of twenty-five basis points (0.25%) and the
average daily amount invested by Plans that are eligible to purchase Class A
shares in each Fund. The Distribution Fee for Fund shares acquired by Plans that
are not eligible to purchase Class A shares, typically for Class B or Class C
shares, shall be an amount equal to the product of one hundred basis points
(1.00%) and the average daily amount invested by such Plans in each Fund.
Payment shall be made quarterly, calculated in accordance with Section 7 of the
Supplemental Fund Services Agreement.
4. In Lieu Fee
For services Xxxxxxx Xxxxx or its TPA designee provides with respect to Fund
shares held by Plans through arrangements described in Section 2(c) (IOTP
Arrangements), the Fund Provider shall pay to Xxxxxxx Xxxxx an amount equal to
the product of ten basis points (0.10%) and the average daily amount invested by
such Plans in each Fund. The amount of this fee will not exceed the equivalent
of $18.00 per account. Payment shall be made monthly, calculated in accordance
with Section 7 of the Supplemental Dealer Agreement.
Part III. The Fund Provider and/or One Group Mutual Funds and Banc One
Investment Advisors Corporation will pay to Xxxxxxx Xxxxx a monthly (prorated
where appropriate) fee as follows:
1. With respect to transactions and fund positions entered into on behalf of
or held by Plans subject to the arrangements described in Sections 2 (a) and
2(b) of this Agreement (respectively, ML Recordkeeping Arrangements and TPA
Recordkeeping Arrangements), a prorata portion of the annual Processing Fee
described in Part II (1) of this Attachment C, a prorata portion of the annual
Service Fee described in Part II (2) of this Attachment C, and a prorata portion
of the annual Distribution Fee described in Part II (3) of this Attachment C.
2. With respect to transactions and fund positions entered into on behalf of
or held by Plans subject to the arrangements described in Section 2 (c) of this
Agreement (IOTP Arrangements), a prorata portion of the annual Service Fee
described in Part II (2) of this Attachment C, a prorata portion of the annual
Distribution Fee described in Part II (3) of this Attachment C, and a prorata
portion of the annual In Lieu Fee described in Part II (4) of this Attachment C.
3. With respect to transactions and fund positions entered into on behalf of
or held by Plans subject to the arrangements described in Section 2 (d) of the
Supplemental Dealer Agreement (Investment Only Arrangements), a prorata portion
of the annual Service Fee described in Part II (2) of this Attachment C and a
prorata portion of the annual Distribution Fee described in Part II (3) of this
Attachment C.
Part IV. The Fund Provider acknowledges that Xxxxxxx Xxxxx intends to implement
the following policies and procedures relating to the Funds:
1. Initial Sales Charge shall be waived.
2. Contingent Deferred Sales Charge shall be waived.
3. Redemption Fees shall be waived.
4. Exchange Fees shall be waived.
5. Truncation shall be determined on a "plan level" basis, in
accordance with Xxxxxxx Xxxxx'x established policies and
procedures.
Amendment No. 1. To Supplemental Dealer Agreement
Pursuant to Section 15 of the Supplemental Dealer Agreement dated as of April 1,
2002 between Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx
Xxxxx") and One Group Dealer Services, Inc., One Group Mutual Funds, and Banc
One Investment Advisors Corporation (collectively, "Fund Provider"), Attachment
A thereto is hereby amended effective __________ to include the following
additional funds:
Name of Fund Class Symbol Cusip
----------------------------------------------------------------------------------------------------------
One Group Ultra Short-Term Bond Fund I HLGFX 681937322
One Group Bond Fund I WOBDX 00000X000
For the services provided by Xxxxxxx Xxxxx, One Group Mutual Funds will pay to
Xxxxxxx Xxxxx a quarterly service fee equal on an annual basis to 10 basis
points (up to a maximum of $18.00 per account) of the average daily net asset
value of the shares of the above Funds which are owned beneficially by a Plan.
The undersigned have each caused this Agreement to be executed in its corporate
name by its duly authorized officer, as of the date act forth above.
XXXXXXX LYNCH, PIERCE, XXXXXX ONE GROUP DEALER SERVICES, INC.
& XXXXX INCORPORATED
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------------- ---------------------------
Print Name: Xxxxx Xxxxx Print Name: Xxxxxx X. Xxxxx
------------------------ -------------------
Title: Director, Alliance Mgm. Title: Vice President
------------------------------ ------------------------
BANC ONE INVESTMENT ADVISORS ONE GROUP MUTUAL FUNDS
CORPORATION
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------------- ----------------------------
Print Name: Xxxx X. Xxxxxx Print Name: Xxxxxxx X. Xxxxx
------------------------ -------------------
Title: Senior Managing Director Title: Secretary
------------------------------ ------------------------
