Exhibit (m)(17)
Participation Agreement dated April 1, 2002 between Edgewood Services, Inc., One
Group Dealer Services, Inc. and One Group Mutual Funds.
EDGEWOOD SERVICES, INC.
PARTICIPATION AGREEMENT
This Agreement is entered into between Edgewood Services, Inc.
("Edgewood") One Group Mutual Funds (the "Fund") and the party or parties listed
on the signature page to this Participation Agreement ("Fund Agent(s)").
WHEREAS, the Fund and its designee or the Fund Agent(s) coordinate
shareholder and distribution services and recordkeeping and administrative
services for the investment companies listed on Schedule C hereto (collectively,
the "Funds");
WHEREAS, Edgewood has expressed interest in participating in the
fee-based program(s) of Fund Agent(s) described on Schedule A, Schedule B, or
both (this Participation Agreement, Schedule A, Schedule B and Schedule C are
collectively referred to as the "Agreement");
NOW THEREFORE, Edgewood and the Fund Agent(s) agree as follows:
Article I - Payments to Edgewood
During the term of this Agreement, Fund Agent(s) or their affiliates will make
payments to Edgewood as set forth in Schedule C, respectively, as compensation
for the services described herein and in Schedules A and B, respectively.
Article II - Services Provided by Edgewood
(A) Edgewood will provide an automated interface between the Funds and
Edgewood's customers ("Customers") in order to provide or cause to be provided
the services described herein and in Schedule A and Schedule B.
(B) Edgewood will transmit to the Fund or its designee purchase and
redemption orders on behalf of holders of shares of beneficial interest in the
Funds ("Shareholders'").
(C) Edgewood will (1) maintain and preserve all records required by law
to be maintained and preserved in connection with the services; (2) upon request
by the Fund or Fund Agent(s), promptly make such records available to the Fund
or Fund Agent(s); (3) promptly notify the Fund or Fund Agent(s) if Edgewood
experiences any difficulty in maintaining the records described in (1) in an
accurate and complete manner.
(D) Edgewood will cause Customers to (1) ensure that Shareholders whose
shares of beneficial interest ("Shares") Customers are holding as record owners
receive prospectuses to the extent required by law and statements of additional
information upon their request; (2) effect delivery to such Shareholders of
copies of any amended prospectus or prospectus supplement as soon as reasonably
practicable upon request of Fund Agent(s); and (3) effect delivery to such
Shareholders of copies of the periodic financial reports and proxy solicitation
materials of the Funds. Fund Agent(s) agree to deliver to Customers as many
copies of the prospectuses and related statements of additional information,
periodic financial reports and proxy solicitation materials as Customers may
reasonably request in order to comply with this Subsection.
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(E) Edgewood will obtain or cause to be obtained any taxpayer
identification number certification form from its Customers required under
Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code"), and
any applicable regulations of the Department of Treasury, and will provide Fund
Agent(s), or their respective designees, with timely written notice of any
failure to obtain such taxpayer identification number certification in order to
enable the implementation of any required backup withholding.
Article III - Sale of Fund Shares
(A) Orders for the purchase, redemption and exchange of Shares
("Instructions") will be executed at net asset value ("NAV") plus the applicable
initial sales load, if any, in each case as described in the prospectus of the
Fund; provided however, that this Subsection will apply to orders for the
purchase of Shares only if the requirements of Subsection (B) below are not
satisfied. Any applicable redemption fee or deferred sales charge will be
deducted by the Funds prior to the transmission of the redemption proceeds to
Edgewood or Customers. Fund Agent(s) and the Funds reserve the right to reject
any purchase request in their sole discretion. Each transaction will be
confirmed on a fully disclosed basis and, if confirmed by Fund Agent(s), a copy
of each confirmation will be sent simultaneously to Edgewood if Edgewood so
requests.
(B) At Edgewood's direction, Instructions will be executed at NAV for
Customers provided that (1) Customers do not charge a commission or other
transaction-related fee, other than a de minimis administrative fee, for placing
orders for the purchase of Shares; (2) Edgewood will be the only broker or
dealer, as defined in Section 3(a)(4) or 3(a)(5) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), listed on the account for which
Customer is placing an order for the purchase of Shares.
(C) The procedures relating to all orders will be subject to the
terms of the prospectus and statement of additional information of the Fund and
Fund Agent(s)' written instructions to Edgewood from time to time.
(D) Upon the instruction of its Customer(s) that an erroneous
transmission has occurred, or in the case of any transmission malfunction,
Edgewood may cancel or correct any previously placed orders without the prior
approval of Fund Agent(s); provided however, that Edgewood will fund any
resulting dilution if notified of such dilution by Fund Agent(s).
(E) Edgewood will, in satisfaction of a purchase order placed via
Fund/SERV on behalf of a Customer, forward or cause to be forwarded such payment
to Fund Agent(s) no later than the Business Day next following the date on which
the purchase order is effected under the ordinary settlement methods of the
National Securities Clearing Corporation (the "NSCC").
(F) Edgewood will, upon receipt of the monies paid to it by Fund
Agent for the redemption of Shares, pay such monies to the appropriate NSCC
settlement account. Edgewood will not process or effect any redemptions with
respect to Shares of a certain Fund after receipt by Edgewood of notification
of the suspension of the determination of the NAV of such Fund.
(G) Payments for Shares will be made as specified in the applicable
Fund prospectus and statement of additional information. If payment for any
purchase order is not received in accordance with the terms of the applicable
Fund prospectus and statement of additional information, Fund Agent(s) reserve
the right, without notice, to cancel the sale and to hold Edgewood responsible
for any loss sustained as a result thereof.
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(H) Each Fund will have full authority to take such action as it
deems advisable in respect of all matters pertaining to the continuous offering
of Shares, including the right, in its discretion, to reject any specific
purchase order for Shares, to suspend the settlement of redemptions in
accordance with the Investment Company Act of 1940, as amended (the "1940 Act"),
and without notice, to suspend sales or withdraw the offering of Shares of any
and all classes entirely.
(I) The following will apply unless Fund Agent(s) execute Schedule B,
in which case Exhibit B-1 will supersede this Subsection and govern with respect
to late day trading.
1. On any day on which the New York Stock Exchange ("NYSE") is
open for business ("Business Day"), Instructions received in proper form by
Edgewood prior to the close of regular trading on the NYSE, which generally is
4:00 p.m. Eastern Time ("Close of Trading"), and with respect to which Edgewood
transmits orders to Fund Agent(s) via Fund/SERV up to the latest time accepted
by Fund/SERV on a given Business Day, will be deemed to have occurred, and will
be credited to the respective account, at the per share NAV next calculated
after the Close of Trading on that Business Day. Edgewood will not transmit
orders based on Instructions received from Shareholders after the Close of
Trading on any Business Day for that Business Day's NAV.
2. On any Business Day, Instructions that Edgewood transmits to
Fund Agent(s) via Fund/SERV after the latest time accepted by Fund/SERV on a
given Business Day will not be accepted at an NAV calculated prior to the Close
of Trading on that Business Day, without the prior approval of Fund or its
designee. Fund or its designee will have complete and sole discretion as to
whether to grant such approval.
3. Instructions received in proper form by Edgewood after the
Close of Trading on any Business Day will be treated as if received on the next
following Business Day, and orders based upon such Instructions will be
processed at the NAV next calculated after that following Business Day's Close
of Trading. Edgewood warrants that all orders that Edgewood transmits to the
Funds for processing as of a particular Business Day will relate only to
Instructions received by Edgewood prior to the Close of Trading on that Business
Day.
4. Edgewood will process all Instructions in accordance with the
procedures set forth in each Fund's then current prospectus and statement of
additional information.
Article IV - Fund/SERV; NETWORKING, Matrix Level II
(A) Edgewood and Fund Agent(s) will be bound by the terms of the
Fund/SERV; NETWORKING Agreements filed by each with the NSCC. Without limiting
the generality of the following provisions of this section, Edgewood and Fund
Agent(s) each will perform any and all duties, functions, procedures and
responsibilities assigned to it and as otherwise established by the NSCC
applicable to Fund/SERV and NETWORKING Matrix Level II, or to any other mutually
agreeable Matrix Level utilized in the future.
(B) For each account opened or maintained with a Fund by Edgewood on
behalf of Customers, Fund Agent(s) or their agents will accept, and effect
changes in its records upon receipt of instructions, communications and actions
from Edgewood electronically through NETWORKING without supporting documentation
from Customers. Fund Agent(s) or their agents will be responsible for processing
any such instructions, communications or actions from Edgewood and for executing
Edgewood's instructions in a timely manner.
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(C) Any information transmitted through NETWORKING by any party to the
other through NETWORKING and pursuant to this Agreement will be accurate,
complete, and in the format prescribed by the NSCC. Each party will adopt,
implement and maintain procedures reasonably designed to ensure the accuracy of
all transmissions through NETWORKING and to limit the access to, and the
inputting of data into, NETWORKING to persons specifically authorized by such
party.
(D) For each Customer account, Edgewood will provide the Funds and
Fund Agent(s) with all information necessary or appropriate to establish and
maintain each account (and any subsequent changes to such information).
(E) All information that is received by Edgewood from the Funds or
Fund Agent(s) for inclusion in tax statements relating to an account will be
reported to the Customer accurately, completely and in a timely manner by
Edgewood.
(F) The official records of each account will be as determined by Fund
Agent(s) or their agents. Edgewood and Fund Agent(s) will reconcile any
differences between their records. Edgewood and Fund Agent(s) will each
designate liaison personnel to communicate, control and execute any required
corrections or reconciliations with respect to any account. In the event of any
discrepancy between the records of Edgewood and Fund Agent(s) regarding an
account, the records of Fund Agent(s) will control pending resolution of the
discrepancy.
Article V - Dividends
(A) Upon declaration of each dividend and each capital gain
distribution by the Funds' Boards of Trustees /Directors with respect to Shares,
Fund Agent(s) will furnish or cause the Funds to furnish to Edgewood information
setting forth the date of the declaration of such dividend or distribution, the
ex-dividend date, the date of payment thereof, the record date as of which
Shareholders entitled to payment will be determined, the amount payable per
Share to the Shareholders of record as of that date, and whether such dividend
or distribution is to be paid in Shares at the then-current NAV per Share or in
cash. On or before the payment date specified in a resolution of the Funds'
Board of Trustees/ Directors, Fund Agent(s) will furnish or cause the Funds to
furnish the total amount payable to Edgewood (as agent) on the payment date and
will pay to Edgewood sufficient cash to make payment to the Customers of
dividends or, if applicable, other distributions payable in cash.
(B) Edgewood will provide to Customers automated dividends and
dividend options, which will be included in the net settlement proceeds.
Article VI - Representations and Warranties of Edgewood
Edgewood represents and warrants to Fund Agent(s) that:
(A) It will comply, and ensure that its Customers comply, with all
applicable laws, rules and regulations, including the regulations promulgated by
self-regulatory organizations such as the National Association of Securities
Dealers, Inc. (the "NASD"), if applicable.
(B) It has full power and authority under applicable laws and has
taken all actions and received all requisite authorizations from third parties
to enter into and perform this Agreement;
(C) It is a broker-dealer as defined in Section 3(a)(4) and 3(a)(5) of
the Exchange Act; it is registered with the Securities and Exchange Commission
("SEC") pursuant to Section 15 of the
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Exchange Act; it is a member of the NASD; its Customers' accounts are insured by
the Securities Investors Protection Corporation ("SIPC"); and, during the term
of this Agreement, it will abide by all of the rules and regulations of the NASD
including, without limitation, the NASD Conduct Rules. Edgewood agrees to notify
Fund Agent(s) immediately in the event of (i) the termination of its coverage
by the SIPC; (ii) its expulsion or suspension from the NASD; or (iii) its being
found to have violated any applicable federal or state law, rule or regulation
arising out of its activities as a broker-dealer or in connection with this
Agreement, or which may otherwise affect in any material way its ability to act
in accordance with the terms of this Agreement. Edgewood's expulsion or
suspension from the NASD will automatically terminate this Agreement immediately
without notice;
(D) It is registered with the appropriate securities authorities in
all states in which its activities make such registration necessary;
(E) It is not required to be a registered transfer agent and will not
be required to be so registered in order to perform this Agreement; and
(F) The arrangements and fees provided for in this Agreement and the
Schedules hereto will be disclosed to its Customers, or where the Customer is a
plan as defined in Section 4975 of the Code ("Plan"), to the investment adviser,
trustee, sponsor or administrative committee of the Plan.
Article VII - Representations and Warranties of Fund Agent(s)
(A) Each Fund Agent represents and warrants to Edgewood that it is
duly registered, as required, with all regulatory agencies, and is a member in
good standing of any requisite associations and self-regulatory organizations.
(B) The Fund Agent responsible for distribution of shares of
beneficial interest ("Shares") of the Funds represents and warrants to Edgewood
that (1) each Fund has filed a registration statement ("Registration Statement")
with the SEC relating to its Shares under the Securities Act of 1933, as amended
("1933 Act"), on Form N-1A, including a prospectus and statement of additional
information. The Registration Statement conforms in all respects to the
requirements of the 1933 Act, the 1940 Act and the rules thereunder; (2) to the
extent required by law, each Fund is registered and its Shares are qualified for
sale in all states and other jurisdictions in the United States unless Edgewood
is notified in writing to the contrary; (3) the then current prospectus for each
of the Funds contains such disclosure with respect to fees paid and charges
imposed in connection with the sale of the Fund Shares as is necessary to comply
with the rules and regulations of the NASD, including, without limitations,
disclosure of all compensation of the type described in Schedule C as required
by Rule 2830 of the NASD Conduct Rules; (4) each investment adviser of each Fund
is registered as an investment adviser under the Investment Advisers Act of 1940
or is otherwise exempt from registration as a "bank"; (5) the Registration
Statement and any sales materials relating to the Fund provided by Fund Agent to
Edgewood do not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading; and (6) all sales materials will comply in all material respects
with the rules and regulations of the SEC, the NASD and any states having
applicable rules and regulations and will be filed with the NASD or SEC and the
relevant states as required by the rules and regulations of the NASD, the SEC
and such states, respectively.
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Article VIII - Edgewood Acts as Agent for its Customers
(A) The parties agree that in each transaction in the Shares of any
Fund pursuant to this Participation Agreement: (1) Edgewood is acting as agent
for its Customers; (2) each transaction is initiated solely upon the order of
the Customers; (3) as between Edgewood and Customers, Customers will have record
ownership of all Shares of the Funds; (4) each transaction will be for the
account of Customers and not for Edgewood's account; and (5) each transaction
will be without recourse to Edgewood provided that Edgewood acts in accordance
with the terms of this Agreement. Edgewood will not have any authority in any
transaction to act as agent for the Fund Agent(s) or the Funds.
(B) Edgewood will not make any representation concerning the Funds
except those contained in the relevant prospectus and related statement of
additional information and in such printed information as Fund Agent(s) or their
affiliates may subsequently prepare or as will be approved by Fund Agent(s) in
writing prior to its use. Edgewood will not distribute any sales literature or
advertisements as those terms are defined under Section 2210 of the NASD Conduct
Rules relating to the Funds without Fund Agent(s)' prior written approval.
Article IX - Fiduciary Status
Edgewood will not perform or provide any duties which would cause it to
be a fiduciary under Section 3(21)(A) of ERISA or Section 4975 of the Code. For
purposes of those Sections, Edgewood understands that any person who exercises
any discretionary authority or discretionary control with respect to any Plan or
its assets, or who renders investment advice for a fee, or has any authority or
responsibility to do so, or has any discretionary authority or discretionary
responsibility in the administration of such an account, is a fiduciary.
Article X - Customers' Names Proprietary to Edgewood
(A) The names of Customers that have not purchased Shares of the Funds
are and will remain Edgewood's sole property and will not be used by Fund
Agent(s) or their affiliates for any purpose except the performance of their
respective duties and responsibilities under this Agreement and except for
servicing and informational mailings relating to the Funds. Notwithstanding the
foregoing, once a Customer has purchased Shares of the Funds, Edgewood will make
available to Fund Agent(s), upon request, the names and addresses of such
Customers.
(B) Neither party will use the name of the other party in any manner
without the other party's written consent, except (i) as required by any
applicable federal or state law, rule or regulation; (ii) pursuant to any
mutually agreed upon promotional programs; and (iii) in lists of investment
companies whose Shares may be purchased, redeemed or exchanged through
TrustConnect.
(C) The provisions of this Article X will survive the termination of
this Agreement.
Article XI - Indemnification
(A) Edgewood will indemnify and hold harmless the Fund Agent(s), the
Funds, and their respective officers, directors, trustees, employees, and agents
(collectively, "Fund Indemnitees") against any direct or indirect liabilities,
losses or costs (including legal fees) (collectively, "Loss") arising from,
related to or otherwise connected with (1) any breach by Edgewood of any
provision of this Agreement; (2) any negligence by Edgewood in performing its
duties under this Agreement; or (3) any acts or omissions of Fund Indemnitees in
reliance upon any oral, written or computer or electronically
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transmitted instructions believed to be genuine and given by or on behalf of
Edgewood; provided, however, that Edgewood will not be liable for
indemnification hereunder of any Fund Indemnitee to the extent that any Loss
results from the negligence or bad faith of such Fund Indemnitee.
(B) Fund Agent agrees to indemnify and hold harmless Edgewood and its
officers, directors, trustees, employees, and agents, (collectively, "Edgewood
Indemnitees") against any Loss arising from, related to otherwise connected with
(1) any breach by Fund Agent of any provision of this Agreement; (2) any
negligence by Edgewood in performing its duties under this Agreement; or (3) any
alleged untrue statement of a material fact contained in any Fund's Registration
Statement, or as a result of or based upon any alleged omission to state a
material fact required to be stated therein or necessary to make the statements
contained therein not misleading; provided, however, that Fund Agent will not be
liable for indemnification hereunder of any Edgewood Indemnitee to the extent
that any Loss results from the negligence or bad faith of such Edgewood
Indemnitee.
(C) If any third party threatens to commence or commences any action
for which one party (the "Indemnifying Party") may be required to indemnify the
other party (the "Indemnified Party"), the Indemnified Party will promptly give
notice thereof to the Indemnifying Party. The Indemnifying Party will be
entitled, at its own expense and without limiting its obligations to indemnify
the Indemnified Party, to assume control of the defense of such action with
counsel selected by the Indemnifying Party which counsel will be reasonably
satisfactory to the Indemnified Party. If the Indemnifying Party assumes the
control of the defense, the Indemnified Party may participate in the defense of
such claim at its own expense. Without the prior written consent of the
Indemnified Party, which consent will not be unreasonably withheld, the
Indemnifying Party may not settle or compromise the liability of the Indemnitee
in such action or consent to or permit the entry of any judgment in respect
thereof unless in connection with such settlement, compromise or consent each
Indemnified Party receives from such claimant an unconditional release from all
liability in respect of such claim.
(D) The provisions of this Article XI will survive the termination of
this Agreement.
Article XII - Term and Termination of Agreement
(A) This Agreement will become effective in this form as of the date
set forth below or as of the first date thereafter upon which Edgewood executes
any transaction, performs any services, or receives any payment pursuant hereto.
This Agreement shall continue in effect for no more than one year from the date
of its execution only so long as such continuation is approved annually by the
Fund's Board of Trustees.
(B) This Agreement may be terminated by either party upon sixty (60)
days' prior written notice to the other party, or upon such shorter notice as is
required by law (including "automatic termination in the event of an assignment"
to the extent the payments under one or more of the Schedules are governed by
Rule 12b-1 under the Investment Company Act of 1940), order, or instruction from
a court of competent jurisdiction, regulatory body, or self regulatory
organization with jurisdiction over the terminating party.
(C) Limitation on Business. At any time during the term of this
Agreement, Fund Agent may, by written notice to Edgewood specifying an effective
date not less than sixty (60) days after the mailing of such notice (the
"Effective Date"), instruct Edgewood not to engage any additional Customers
after the Effective Date, and Edgewood shall use its best efforts thereafter to
comply with Fund Agent's instructions. Notwithstanding the giving of such notice
or agreement, Fund Agent(s) will continue to pay Edgewood all fees related to
Shares that are outstanding on its books as of the Effective Date for so long
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as (i) such Shares are held in accounts which Edgewood is identified to Fund
Agent(s) as broker-dealer of record, (ii) Edgewood continues to provide or cause
to be provided Services to the accounts, and (iii) this Agreement is not
otherwise terminated. On Edgewood's request, Fund Agent will provide Edgewood a
summary of the share balances in each account for which Edgewood is broker of
record on the Effective Date (this being the basis that Fund Agent uses to
calculate the fees payable to Edgewood); provided, however, that, in the event
Fund Agent(s) is terminated as distributor for the Funds or otherwise ceases to
act as distributor for the Funds, such payment obligation shall immediately
cease. In such event, Edgewood may seek to receive such payments from any
successor distributor that is appointed by the Funds. All redemptions of Shares
from an account after the Effective Date (irrespective of whether such Shares
were added to the account before or after the Effective Date) will be deemed to
reduce the share balance on which Fund Agent calculates and pays fees to
Edgewood.
Article X111 - Amendments; Waivers
This Agreement may be amended by Fund Agent(s) from time to time by the
following procedure:
Fund Agent(s) will send a copy of the amendment to Edgewood. If Edgewood does
not object to the amendment within thirty (30) days after its receipt, the
amendment will become part of the Agreement. Edgewood's objection must be in
writing and received by Fund Agent(s) within such thirty (30) days. Provided,
however, that any amendment to Schedule C of this Agreement to add additional
Fund(s) may be made by either party and will be deemed effective and part of
this Agreement upon the day of the first transaction by Edgewood with respect to
Shares of such Fund(s).
Article XIV - Defined Terms
Capitalized terms used but not defined herein will have the meanings
given them in Schedule A or Schedule B.
Article XV - Notices
Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given pursuant to this Agreement will be
given in writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, overnight courier services, or by facsimile or similar electronic
means of delivery (with a confirming copy by mail as provided herein). Unless
otherwise notified in writing, all notices to will be given or sent to Fund
Agent or to Edgewood at the address set forth beneath their respective
signatures below.
Article XVI - Governing Law
This Agreement will be governed by, and construed and enforced in
accordance with, the laws of the Commonwealth of Pennsylvania.
Article XV11 - Severability; Conflicts
If any provision or portion of this Agreement will be determined to be
invalid or unenforceable for any reason, the remaining provisions and portions
of this Agreement will be unaffected thereby and will remain in full force and
effect to the fullest extent permitted by law.
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Article XVIII - Entire Agreement
This Agreement, including the Participation Agreement, its Schedules
and Exhibits, constitutes the entire agreement between the parties with respect
to the matters dealt with herein, and supersedes any previous recordkeeping,
administrative service, sales, distribution, shareholder service, or other
agreements and documents with respect to such matters.
Article XIX - Assignments
Neither this Agreement nor any rights or obligations hereunder may be
assigned by any party without the prior written consent of the other parties;
provided, however, that, to the extent permitted by the federal securities laws,
this Agreement may be assigned without prior consent by Edgewood to any company
that acquires all or substantially all of Edgewood's assets, or any company or
entity into which Edgewood is merged or otherwise reorganized.
Article XX - Trademark/ Servicemark
(A) Neither party will use the name, logo, trademarks or servicemarks
of the other party in any manner without the other party's written consent,
except (i) as required by any applicable federal or state law, rule or
regulation; (ii) pursuant to any mutually agreed upon promotional programs; and
(iii) in lists of investment companies whose Shares may be purchased, redeemed
or exchanged through TrustConnect.
(B) The provisions of this Article XX will survive the termination of
this Agreement.
Edgewood Services, Inc.
/s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
----------------------------------------------
Title: Vice President and Director
--------------------------------------------
Address: Federated Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Date: 2/19/02
--------------------------------------------
Fund Agent
/s/ Xxxx X. Xxxxxx
---------------------------------------------------
Name: Xxxx X. Xxxxxx
----------------------------------------
Title: President
----------------------------------------
Entity: One Group Dealer Services, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000-0000
Date: 4/1/02
--------------------------------------------
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One Group Mutual Funds
/s/ Xxxxxx X. Xxxxx
---------------------------------------------------
Name: Xxxxxx X. Xxxxx
----------------------------------------
Title: VP & Treasurer
----------------------------------------
Entity: One Group Mutual Funds
Date: 4/1/02
----------------------------------------
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SCHEDULE A
SHAREHOLDER AND DISTRIBUTION SERVICES AGREEMENT
This Agreement is entered into between Edgewood and the party or
parties listed on the signature page to this Schedule A ("Fund Agent"), on
behalf of the Funds.
Edgewood will provide or cause to be provided the shareholder and
distribution services enumerated in Article I herein. In exchange, Edgewood
will receive a shareholder and distribution services fee described in Schedule
C.
Article I - Shareholder and Distribution Services
(A) Edgewood will render or cause to be rendered (i) personal
services to Shareholders and/or the maintenance of accounts of Shareholders
("Shareholder Services"); (ii) distribution and sales services to the Funds
and their shareholders ("Sales Services"); or (iii) services which, in the
opinion of Fund Agent, contribute to the distribution of shares of Funds which
have adopted Distribution Plans pursuant to Rule 12b-1 of the 1940 Act
("Support Services").
(B) Sales Services may include, but are not limited to, (i) training
and supervision of its personnel; (ii) maintaining and distributing current
copies of prospectuses and shareholder reports; (iii) advertising the
availability of its services and products; (iv) providing assistance and
review in designing materials to send to Shareholders and potential
Shareholders and developing methods of making such materials accessible to
Shareholders and potential Shareholders; and (v) responding to Shareholders'
and potential Shareholders' questions about the Funds.
(C) Support Services may include, but are not limited to, the
following functions: (i) account openings; (ii) account closings; (iii)
account maintenance; (iv) interest posting; (v) prospectus and shareholder
reports; (vi) advertisement of its services; (vii) customer lists; (viii)
design services; and (ix) consultation services.
(D) Edgewood agrees to provide Fund Agent, upon request, a written
description of the Shareholder Services, Sales Services, and Support Services
which Edgewood is providing hereunder.
Article II - Defined Terms
Capitalized terms used herein but not defined will have the meanings
given them in the Participation Agreement or Schedule B.
Edgewoood Services, Inc. Fund Agent
/s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxx
------------------------------------- ---------------------------------------
-------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
------------------------------- ----------------------------------
Title: Vice President and Director Title: President
------------------------------- ---------------------------------
Date: 2/19/02 Entity: One Group Dealer Services, Inc.
------------------------------- --------------------------------
Date: 4/1/02
----------------------------------
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SCHEDULE B
RECORDKEEPING AND ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into between Edgewood and the party or
parties listed on the signature page to this Schedule B.
Edgewood will provide or cause to be provided the recordkeeping and
administrative services enumerated in Article I herein in accordance with the
operational guidelines set forth on Exhibit B-1. Edgewood will maintain or cause
to be maintained Sub-Accounts in the Funds in connection with the purchase and
redemption of Shares of the Funds through one or more omnibus or master accounts
("Accounts") in each Fund. In exchange, Edgewood will receive a recordkeeping
and administrative services fee described in Schedule C.
Article I - Recordkeeping and Administrative Services
(A) Edgewood will maintain or cause to be maintained a record of the
Shares held in the Accounts on behalf of each Customer or Shareholder, which
will include the name, residence or company address and taxpayer identification
number of each Customer or Shareholder.
(B) Edgewood will perform or cause to be performed such other services
as Fund Agent may reasonably request.
Article II - Nature of Services
The Fund or its designee and Edgewood agree that the payment of the
recordkeeping and administrative services fee is for recordkeeping and
administrative services only and not for legal, investment advisory, or
distribution services.
Article III - Defined Terms
Capitalized terms used herein but not defined will have the meanings
given them in the Participation Agreement or Schedule A.
Article IV - Insurance
Edgewood will maintain insurance, including errors and omissions
insurance, and if necessary, bonding, issued by a qualified insurance carrier,
of the types ordinarily maintained by like agents servicing mutual funds or
their agents, and in commercially recognizable amounts.
Edgewoood Services, Inc. One Group Mutual Funds (the "Fund")
/s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxx
-------------------------------------- ---------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
-------------------------------- ----------------------------------
Title: Vice President and Director Title: VP & Treasurer
----------------------------- ---------------------------------
Date: 2/19/02 Entity: One Group Mutual Funds
-------------------------------- -------------------------------
Date: 4/1/02
---------------------------------
12
EXHIBIT B-1
LATE DAY TRADING
OPERATIONAL GUIDELINES
Article I
If Instructions are transmitted to the Fund Agent after the Close of
Trading, then Edgewood or Customer will be considered the Fund's agent for
purposes of Ride 22c-1 of the 1940 Act and the following procedures will apply:
(A) Fund Agent will furnish Edgewood, for each Fund, (1) confirmed NAV
information as of the Close of Trading on each Business Day; (2) dividend and
capital gains information as it arises; and (3) in the case of income Funds, the
daily accrual or interest rate factor (mil rate) by means of electronic
transmission or other mutually acceptable means generally by 7:00 p.m. Eastern
Time on each Business Day.
(B) Edgewood will communicate to Fund Agent, by means of electronic
transmission or other mutually acceptable means, Instructions with respect to
each Account in any of the Funds for the most recent Business Day ("Trade Date")
by the later of 9:00 a.m. Eastern Time or the latest time accepted by Fund/SERV
on the Business Day following the Trade Date ("Settlement Date"). The number of
Shares to be purchased or redeemed for a Sub-Account will be determined based
upon the NAV at the Close of Trading on the Trade Date, provided that, if Fund
Agent receives the Instructions after the later of 9:00 a.m. Eastern Time. Fund
Agent will use its best efforts to enter an Account's purchase or redemption
order at the NAV at the Close of Trading on the Trade Date, but if Fund Agent is
unable to do so, the transaction will be entered at the NAV next determined
after Fund Agent receives the Instructions.
Article II
Edgewood will in no event transmit orders based on Instructions that it
or its Customers receive from Shareholders after the Close of Trading on any
Business Day for that Business Day's NAV. Instructions received in proper form
from Shareholders after the Close of Trading on any Business Day will be treated
as if received on the next following Business Day, and orders based upon such
Instructions will be processed at the NAV next calculated after that following
Business Day's Close of Trading. Edgewood warrants, and will cause Customer to
warrant, that all orders that Edgewood transmits to the Funds for processing as
of a particular Business Day will relate only to Instructions received by
Edgewood or Customer prior to the Close of Trading on that Business Day.
13
SCHEDULE C
PAYMENT OF FEES PURSUANT TO
SHAREHOLDER AND DISTRIBUTION SERVICES AGREEMENT AND
RECORDKEEPING AND ADMINISTRATIVE SERVICES AGREEMENT
As compensation for the services rendered by Edgewood under Schedule A
and Schedule B, respectively, Fund Agent will pay to Edgewood a fee as set
forth below based on the total assets held by Edgewood Customers in each Fund
listed herein, calculated daily and paid monthly. Fund Agent will calculate the
fee at the end of each month and will make such payment to Edgewood. Fund Agent
will send Edgewood a check in the amount calculated and will provide a
statement showing the calculation of the monthly amounts payable by Fund Agent
and other supporting documentation as may be reasonably requested by Edgewood.
Edgewood will not commingle assets with respect to which it receives different
payments under Schedule A and Schedule B.
Fund Name Payment under Payment under
One Group Funds Schedule A Schedule B
Balanced Fund Class A 0.25%
Large Cap Growth Class A 0.25%
Large Cap Value Class A 0.25%
Mid Cap Growth Class A 0.25%
International Equity Index Class A 0.25%
Mid Cap Value Class A 0.25%
Equity Index Class A 0.25%
Equity Income Class A 0.25%
Diversified Equity Class A 0.25%
Small Cap Growth Class A 0.25%
Small Cap Value Class A 0.25%
Diversified Mid Cap Class A 0.25%
Diversified International Class A 0.25%
Market Expansion Index Class A 0.25%
Investor Balanced Class A 0.25%
Investor Conservative Class A 0.25%
Investor Growth Class A 0.25%
Investor Growth & Income Class A 0.25%
Intermediate Bond Class A 0.25%
Income Bond Class A 0.25%
Government Bond Class A 0.25%
Ultra Short-Term Bond Class A 0.25%
Short-Term Bond Class A 0.25%
Treasury & Agency Class A 0.25%
High Yield Bond Class A 0.25%
Bond Class A 0.25%
14
