Exhibit (m)(16)
Financial Services Agreement dated as of April 1, 2002 between One Group Dealer
Services, Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.
FINANCIAL SERVICES AGREEMENT
AGREEMENT made as of April 1, 2002 by and between One Group Dealer
Services, Inc. ("Distributor") and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("MLPF&S").
WITNESSETH:
WHEREAS, each of the investment companies listed on Schedule A hereto
as such Schedule may be amended from time to time (collectively, the "Funds",
and each a "Fund") is an investment company registered under the Investment
Company Act of 1940, as amended, and
WHEREAS, MLPF&S, a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, has entered into an agreement with Distributor
pursuant to which it sells shares of the Funds to its customers; and
WHEREAS, for the convenience of its customers MLPF&S is the record
owner of such shares and maintains an omnibus account with each of the Funds
which represents the aggregate number of shares held by such customers at any
given time; and
WHEREAS, MLPF&S tracks the beneficial ownership of such shares and
distributes dividends, and shareholder information and performs other services
for its customers' benefit as set forth on Exhibit 1;
WHEREAS, the Funds and Distributor receive a direct benefit from MLPF&S
performing the Services that they would otherwise perform, or have performed, on
behalf of such customers.
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, each party hereto agrees, as follows:
1. MLPF&S agrees to perform the Services specified in Exhibit 1 hereto
(the "Services") for the benefit of the shareholders of the Funds maintaining
shares of any of such Funds in brokerage accounts with MLPF&S and whose shares
are included in the omnibus account referred to above (each a "Customer" and
collectively, the "Customers").
2. MLPF&S agrees that it will maintain and preserve all records as
required by law to be maintained and preserved in connection with providing the
Services, and will otherwise comply with all laws, rules, and regulations
applicable to the Services.
3. Upon request of the Distributor, MLPF&S will provide access to our
facilities and records related to the Services to the Fund and its legal and
audit representatives to review the quality of the Services, and to respond to
requests of the board of trustees of a Fund, a governmental body,
self-regulatory organization or a shareholder. Notwithstanding this provision,
it is understood and agreed that the names and addressees of MLPF&S customers
(including the Customers) are the exclusive property of MLPF&S and that such
customer information will not be provided to the Funds and their representatives
pursuant to this Agreement; provided, however, that such customer information
will be provided by MLPF&S directly to any court or governmental
agency if required by applicable law or governmental or court order. All costs
and expenses incurred by MLPF&S in providing access to the Fund and its
representatives shall be paid by the Distributor.
4. Distributor agrees that it and its representatives given access to
our facilities and/or records in accordance with Paragraph 3 hereto shall treat
all records and any information obtained in connection with access to our
facilities as confidential and shall not disclose information contained therein
except as permitted under Paragraph 3. All such records and information
maintained by MLPF&S and its affiliates in connection with this Agreement are
the exclusive property of MLPF&S and shall remain so notwithstanding any release
thereof in accordance with the terms of this Agreement. No person having access
to such records or information may use such records or information to solicit,
directly or indirectly, any customer of MLPF&S for any purpose. Notwithstanding
any provision herein to the contrary, each party hereto agrees that any
Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation
S-P ("Regulation S-P"), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the
"Act"), disclosed by a party hereunder is for the specific purpose of permitting
the other party to perform the services set forth in this Agreement. Each party
agrees that, with respect to such information, it will comply with Regulation
S-P and the Act and that it will not disclose any Nonpublic Personal Information
received in connection with this Agreement to any other party, except to the
extent as necessary to carry out the services set forth in this Agreement or as
otherwise permitted by Regulation S-P or the Act. The provisions of Paragraphs 3
and 4 shall survive the termination of this Agreement.
5. In consideration of the Services provided hereunder, Distributor
shall pay, or cause the Funds to pay, to MLPF&S the amounts set forth in
Schedule B hereto. With the exception of affiliated funds, such amounts
represent what MLPF&S is currently charging for these accounts for funds that
are distributed by MLPF&S.
6. MLPF&S shall indemnify and hold harmless Distributor from and
against any and all losses that it may incur (including, without limitation,
reasonable attorneys' fees and expenses) arising out of or related to the
non-performance of MLPF&S of its responsibilities under this Agreement, except
to the extent any such losses are caused, or contributed to, by Distributor.
7. The Distributor shall indemnify and hold harmless MLPF&S from any
and all losses that it may incur (including, without limitation, reasonable
attorneys' fees and expenses) that are related to the non-performance of
Distributor of its responsibilities under this Agreement, except to the extent
any such losses are caused, or contributed to by MLPF&S. The provisions of
Paragraphs 6 and 7 shall survive the termination of this Agreement.
8. This Agreement may be terminated, without penalty, at any time by
MLPF&S or Distributor in whole, or in part with respect to one or more of the
Funds, upon 60 days written notice to the other party.
9. To the extent a Fund is organized as a trust, MLPF&S understands and
agrees that the obligations of under this Agreement are not binding upon any
shareholder of the Funds personally, but bind only each Fund and each Fund's
property; MLPF&S represents that it has notice of the provisions of the
Declaration of Trust of each of the Funds disclaiming shareholder liability for
acts or obligations of the Funds.
10. This Agreement, including its Exhibits and Schedules, constitutes
the entire agreement between the parties with respect to the matters dealt with
herein, and supersedes any previous agreements and documents with respect to
such matters.
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11. All communications under this Agreement shall be written and sent
to MLPF&S at our offices at 0000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx
00000, Attention: President, and to Distributor at the address you have provided
at the end of this Agreement. Notice shall be deemed to have been given on the
date it was delivered personally to the other party or any officer or was either
received by express delivery or telecopy (with receipt) by the other party at
its address specified in this Agreement. Either party may change the address to
which communications to it shall be sent by giving notice thereof in accordance
with this provision.
12. This Agreement may be amended only by mutual agreement of the
parties in writing; provided however, that any amendment to Schedule A of this
Agreement to add additional Fund(s) shall be deemed effective and part of this
Agreement upon the day of the first sale by MLPF&S of any shares of such
Fund(s).
13. The rights and obligations of the parties hereunder may not be
assigned without the prior written consent of the non-assigning party.
Notwithstanding, the foregoing, it is expressly understood and agreed that (i)
Financial Data Services, Inc. ("FDS") and any successor to FDS may perform any
of the Services hereunder pursuant to the request of MLPF&S and (ii) Automated
Data Processing may perform services related to the mailing and collection of
proxies.
14. This Agreement shall be governed by the laws of the State of New
York without giving affect to provisions relating to conflict of laws. This
Agreement may be signed in counterparts, all of which shall constitute one and
the same agreement.
IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first below written.
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
First Vice President
Director, Non-Proprietary Funds
ONE GROUP DEALER SERVICES, INC. Address for Notice:
By: /s/ Xxxxxx X. Xxxxx 0000 Xxxxxxx Xxxxxxx
-------------------------------------- ---------------------------
Print Name: Xxxxxx X. Xxxxx Xxxxxxxx, XX 00000-0000
------------------------------- ---------------------------
Title: Vice President
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EXHIBIT 1
Pursuant to the Agreement by and among the parties hereto, MLPF&S shall
perform the following Services:
1. Maintain separate records for each Customer with respect to each of
the Funds held by such Customer, which records shall reflect shares purchased
and redeemed and share balances. MLPF&S shall maintain an omnibus account for
each Fund with the transfer agent of the Funds representing the position of such
Customers and such account shall be in the name of MLPF&S or its nominee as the
record owner of the shares owned by such Customers.
2. Transmit to the Funds purchase and redemption orders on behalf of
Customers. Disburse or credit to Customers all proceeds of redemptions of shares
of each of the Funds and all dividends and other distributions not reinvested in
shares of each of the Funds.
3. Prepare and transmit to Customers periodic account statements
showing the total number of shares owned by them as of the statement closing
date, purchases and redemptions of Fund shares by the customer during the period
covered by the statement and the dividends and other distributions paid to the
customer during the statement period (whether paid in cash or reinvested in Fund
shares).
4. Transmit to MLPF&S customers proxy materials, reports and other
information required to be sent to shareholders under the federal securities
laws received by MLPF&S from any of the Funds. Upon request of a Fund, MLPF&S
will transmit to Customers fund communications deemed by the Fund, through its
Board of Directors or other similar governing body, to be material to
shareholders of the Fund. In the event MLPF&S were to mail any Fund materials,
reports, prospectuses and other information to Customers/shareholders of any
Fund who are MLPF&S customers pursuant to this paragraph, Distributor agrees to
reimburse MLPF&S or cause the Fund to reimburse MLPF&S for all out-of-pocket
expenses, including, without limitation, reasonable clerical expenses incurred
in connection with the distribution of such materials using rates and guidelines
set forth in Rule 451.90 of the New York Stock Exchange Inc.
5. Provide to the Funds such periodic reports as shall reasonably be
concluded to be necessary to enable each of the Funds and its distributor to
comply with State Blue Sky requirements.
6. Provide to the Funds standard monthly CDSC reports.
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Schedule A
ONE GROUP MUTUAL FUNDS
EQUITY FUNDS
Balanced (A)
Balanced (B)
Balanced (C)
Large Cap Growth (A)
Large Cap Growth (B)
Large Cap Growth (C)
Large Cap Value (A)
Large Cap Value (B)
Large Cap Value (C)
Mid Cap Growth (A)
Mid Cap Growth (B)
Mid Cap Growth (C)
Mid Cap Value (A)
Mid Cap Value (B)
Mid Cap Value (C)
Equity Income (A)
Equity Income (B)
Equity Income (C)
Diversified Equity (A)
Diversified Equity (B)
Diversified Equity (C)
Small Cap Growth (A)
Small Cap Growth (B)
Small Cap Growth (C)
Small Cap Value (A)
Small Cap Value (B)
Small Cap Value (C)
Diversified Mid Cap (A)
Diversified Mid Cap (B)
Diversified Mid Cap (C)
Diversified International (A)
Diversified International (B)
Diversified International (C)
Health Sciences (A)
Health Sciences (B)
Health Sciences (C)
INVESTOR FUNDS
Investor Growth (A)
Investor Growth (B)
Investor Growth (C)
Investor Growth & Income (A)
Investor Growth & Income (B)
Investor Growth & Income (C)
Investor Conservative Growth (A)
Investor Conservative Growth (B)
Investor Conservative Growth (C)
Investor Balanced (A)
Investor Balanced (B)
Investor Balanced (C)
BOND FUNDS
Intermediate Bond (A)
Intermediate Bond (B)
Intermediate Bond (C)
Government Bond (A)
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Government Bond (B)
Government Bond (C)
Short-Term Bond (A)
Short-Term Bond (B)
Short-Term Bond (C)
Income Bond (A)
Income Bond (B)
Income Bond (C)
Ultra Short-Term Bond (A)
Ultra Short-Term Bond (B)
Ultra Short-Term Bond (C)
High Yield Bond (A)
High Yield Bond (B)
High Yield Bond (C)
Treasury & Agency (A)
Treasury & Agency (B)
Treasury & Agency (C)
Bond Fund (A)
Bond Fund (B)
Bond Fund (C)
MUNICIPAL BOND FUNDS
Intermediate Tax Free Bond (A)
Intermediate Tax Free Bond (B)
Intermediate Tax Free Bond (C)
Municipal Income (A)
Municipal Income (B)
Municipal Income (C)
Arizona Municipal Bond (A)
Arizona Municipal Bond (B)
Arizona Municipal Bond (C)
West Virginia Municipal Bond (A)
West Virginia Municipal Bond (B)
West Virginia Municipal Bond (C)
Louisiana Municipal Bond (A)
Louisiana Municipal Bond (B)
Louisiana Municipal Bond (C)
Ohio Municipal Bond (A)
Ohio Municipal Bond (B)
Ohio Municipal Bond (C)
Kentucky Municipal Bond (A)
Kentucky Municipal Bond (B)
Kentucky Municipal Bond (C)
Short-Term Municipal Bond (A)
Short-Term Municipal Bond (B)
Short-Term Municipal Bond (C)
Tax-Free Bond (A)
Tax-Free Bond (B)
Tax-Free Bond (C)
Michigan Municipal Bond (A)
Michigan Municipal Bond (B)
Michigan Municipal Bond (C)
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SCHEDULE B
Distributor agrees to pay MLPF&S:
(1) an annual fee in respect of each MLPF&S customer account holding
Fund shares, any time during a calendar year (other than ERISA accounts
held in the MFA program or any other program requiring equalization
under ERISA), of an amount equal to the sum of (a) $16 per front-end
load Fund, (b) $19 per back-end load Fund during the CDSC period and
$16 thereafter and (c) $19 per level load Fund during the CDSC period
and $16 thereafter; and
(2) an annual fee equal to 10 basis points on net assets of Funds held
in ERISA accounts at MLPF&S in the MFA Program or any other program
requiring equalization under ERISA.
In addition to fees set forth above, Distributor shall pay, or cause to be paid,
to MLPF&S amounts due pursuant to Paragraph 3 of the Agreement and Paragraph 4
of Exhibit I of this Agreement.
All payments referred to in this schedule shall be made by Distributor to MLPF&S
immediately upon a receipt of the xxxx therefore by Federal funds wire to the
account specified by MLPF&S.
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