Exhibit (m)(12)
Retirement Plan Shares Agreement dated as of September 12, 2002 between
Xxxxxxx Xxxxxx & Co., Inc., One Group Dealer Services, Inc. and One Group Mutual
Funds.
One Group Funds
Form RPSA Iv2
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RETIREMENT PLAN SHARES
AMENDMENT TO SERVICES AGREEMENT
This Amendment is made as of September 12, 2002, by and between Xxxxxxx
Xxxxxx & Co., Inc. ("Schwab"), a California corporation, One Group Dealer
Services, Inc. ("Fund Affiliate"), and each registered investment company ("Fund
Company") executing this Amendment on its own behalf and on behalf of each of
its series or classes of shares ("Fund(s)") which are parties to a Services
Agreement between Schwab, Fund Affiliate and Fund Company, made as of April 1,
2002, as amended thereafter ("Services Agreement"). This Amendment amends the
Services Agreement. Fund Affiliate and Fund Company are collectively referred to
herein as "Fund Parties." All capitalized terms used in this Amendment and not
defined herein shall have the same meaning ascribed to them in the Services
Agreement.
WHEREAS, the parties wish to amend the Schedule I to the Services
Agreement to designate those Funds, certain shares of which are "Retirement Plan
Shares", as defined under this Amendment;
WHEREAS, the parties wish to amend Exhibit A to the Services Agreement
to set forth services to be additionally provided with respect to Retirement
Plan Shares;
WHEREAS, the parties wish to amend the Services Agreement and Exhibit B
thereto to set forth certain fee payment obligations and a new and different fee
for Retirement Plan Shares and to otherwise amend payment terms; and
WHEREAS, the parties wish to delete Schedule II to the Services
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Exhibit A to the Services Agreement is hereby amended to include the
following recordkeeping services, to be provided with respect to Fund shares
purchased on behalf of certain retirement and deferred compensation plans
(including personal choice retirement accounts or otherwise) and trusts used to
fund those plans, including, but not limited to, those defined in Section
401(a), 403(b), or 457 of the Internal Revenue Code and "rabbi trusts" for which
(a) Schwab acts as broker-dealer, (b) The Xxxxxxx Xxxxxx Trust Company acts as
trustee or custodian of the trust funds under the Plans, and/or (c) Schwab
Retirement Plan Services, Inc. or another entity acts as recordkeeper
("Recordkeeper"), each such plan hereinafter referred to as a "Plan," including,
but not limited to:
a. Maintain separate records for each participant under the
Plan, which records shall reflect the shares purchased and redeemed and
share balances of such participants.
b. Disburse or credit to the Plan all proceeds of redemptions
of shares of the Funds and all dividends and other distributions not
reinvested in shares of the Funds.
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Form RPSA Iv2
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c. Prepare and transmit to the Plan and/or its participants,
as required by law or the Plan, periodic statements showing the total
number of shares beneficially owned by the participants as of the
statement closing date, purchases and redemptions of Fund shares by the
participants during the period covered by the statement, and the
dividends and other distributions paid during the statement period, and
such other information as may be required, from time to time, by the
Plan.
d. Transmit purchase and redemption orders to the Funds on
behalf of the Plan in accordance with the procedures set forth in the
Operating Agreement.
e. Distribute to the Plan and/or its participants, as
appropriate, copies of the Funds' prospectus, proxy materials, periodic
fund reports to shareholders and other materials that the Funds are
required by law or otherwise to provide to their shareholders or
prospective shareholders.
f. Maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the recordkeeping
services for the Plan.
2. Schedule I to the Services Agreement shall be deleted in its
entirety and the Schedule I attached hereto shall be inserted in lieu thereof.
Shares of any Fund held in the Account(s) for the benefit of a Plan are
designated "Retirement Plan Shares."
3. Section 2 of the Services Agreement shall be deleted in its
entirety, and the following shall be inserted in lieu thereof:
2. Fees. For the Services, Schwab shall receive a fee (the
"Fee")from Fund Parties that shall be calculated and paid in accordance
with Exhibit B hereto.
4. Section 15(c) of the Services Agreement is hereby deleted in its
entirety and the following Sections 15 (c) shall be inserted in lieu thereof.
15. c. Notwithstanding any termination, Fund Parties will
remain obligated to pay Schwab the Fee as to each share of a Fund (each
a "Pre-Termination Share") that (i) is considered in the calculation of
the Fee as of the date of termination, (ii) is purchased by a Plan for
which the Fund is an investment option as of the date of the
termination, or (iii) results from reinvesting the dividends or capital
gains distributed with respect to such shares referenced in (i) and
(ii), for so long as (y) such Pre-Termination Share is held in the
Account(s), and (z) Schwab continues to perform the Services and/or, if
applicable, Recordkeeper continues to perform the recordkeeping
services as to such Pre-Termination Share. Further, for so long as
Schwab continues to perform the Services and/or, if applicable,
Recordkeeper continues to perform the recordkeeping services as to any
Pre-Termination Shares, this Agreement will otherwise remain in full
force and effect as to such Pre-Termination Shares. Fund Parties shall
reimburse Schwab promptly for any reasonable expenses Schwab incurs in
effecting any termination of this Agreement, including delivery to a
Fund Party of any records, instruments, or documents reasonably
requested by the Fund Party. This Section 15(c) shall survive the
termination of this Agreement.
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5. Exhibit B to the Services Agreement shall be deleted in its
entirety and the Exhibit B attached hereto shall be inserted in lieu thereof.
6. Schedule II of the Services Agreement shall be deleted in its
entirety.
7. The following Section 16 shall be inserted as Section 16 to
the Services Agreement:
16. Counterparts. This Agreement may be executed in one
or more counterparts, each of which will be deemed an original, but
all of which together shall constitute one and the same instrument.
8. Except as specifically set forth herein, all other provisions
of the Services Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
XXXXXXX XXXXXX & CO., INC. ONE GROUP MUTUAL FUNDS, on its own
behalf and on behalf of each Fund listed on
By: /s/ Xxxxxxx X. Xxxxxx Schedule I hereto
---------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President By: /s/ Xxxx X. Xxxxxx
Mutual Funds -----------------------------------------
Name: Xxxx X. Xxxxxx
----------------------------------------
Date:
-------------------------
Title: President
--------------------------------------
ONE GROUP DEALER SERVICES, INC.
Date: September 21, 2002
---------------------------------------
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
-------------------------
Title: COO
-----------------------
Date: September 21, 2002
-------------------------
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One Group Funds
Form RPSA Iv2
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SCHEDULE I
TO THE SERVICES AGREEMENT
Fund Company/Funds Effective Date
------------------ --------------
One Group Mutual Funds
One Group Bond Fund, Class I RPS 4/l/02
One Group High Yield Bond Fund, Class I MIN 4/l/02
One Group Mid Cap Growth Fund, Class I MIN 4/1/02
One Group Small Cap Value Fund, Class I 4/1/02
RPS Indicates that certain shares of Fund are Retirement Plan Shares.
MIN Indicates that Fund is subject to the minimum monthly Fee as set forth on
Exhibit B.
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EXHIBIT B
Calculation of Fee
1. The following terms shall have the meanings defined below:
a. "Daily Value" shall mean the net asset value of a
Fund's shares reported by such Fund to the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ").
b. "Excluded Shares" shall mean (i) shares held in the
Account(s) prior to the effective date of this Agreement as to the Fund, and
(ii) shares first held in the Account(s) after the termination of this Agreement
as to the Fund (except that Pre-Termination Shares referenced under Section
15(c)(iii) of this Agreement resulting from reinvested dividends or capital
gains with respect to shares referenced under Section 15(c)(i) shall not be
Excluded Shares).
c. "Qualifying Shares" shall mean all shares of a Fund held
in the Account(s), but which are not Excluded Shares or Qualifying Retirement
Plan Shares (defined below).
d. "Qualifying Retirement Plan Shares" shall mean Retirement
Plan Shares held in the Account(s), including Retirement Plan Shares that are
Pre-Termination Shares under Sections 15(c)(ii) and (iii) of this Agreement.
e. "Qualifying Shares Fee Rate" shall mean 35 basis points
per annum.
f. "Retirement Plan Shares Fee Rate" shall mean 40 basis
points per annum.
2. The Fee shall be calculated each month by adding (i) the average
Daily Value of Qualifying Shares for the month multiplied by the Qualifying
Shares Fee Rate, plus (ii) the average Daily Value of Qualifying Retirement Plan
Shares for the month multiplied by the Retirement Plan Shares Fee Rate.
Notwithstanding the foregoing, the minimum Fee for each Fund which is designated
"MIN" on Schedule I ("MIN Fund"), shall be $2,000 per month commencing with the
first full month and terminating with the last full month such Fund is effective
under this Agreement. Any Maintenance Fee set forth on Schedule II to the
Operating Agreement as to the Account(s) of a MIN Fund which would otherwise be
assessed under the Operating Agreement shall be waived for any month for which
this Agreement is in effect as to such Fund. The Fee shall be billed monthly in
arrears and paid in accordance with Section 5 below.
3. No adjustments will be made to the net asset values to correct
errors in the net asset values reported to NASDAQ for any day unless such error
is corrected and the corrected net asset value per shares is reported to Schwab
before 5 o'clock p.m., San Francisco time, on the first business day to which
the error relates.
4. At the request of Fund Parties, Schwab shall provide, on each
business day, a statement detailing the aggregate Daily Value of (i) Qualifying
Shares and (ii) Qualifying Retirement Plan Shares of each Fund and the estimated
amount of the Fee for such day. As soon as practicable after the end of the
month, Schwab shall also provide to Fund Parties an invoice for the amount of
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Form RPSA Iv2
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the Fee due for each Fund. In the calculation of such fee, Xxxxxx'x records
shall govern unless an error can be shown in the number of shares used in such
calculation.
5. The Fee is due and payable by Fund Parties upon receipt of the
invoice setting forth such Fee. Payment shall be made by wire transfer. Such
wire transfer shall be separate from wire transfers of redemption proceeds or
distributions under the Operating Agreement. The Fee shall accrue interest on
any outstanding amount from the date of the invoice, and Schwab shall be
entitled to charge Fund Parties the accrued interest in the event that Schwab
has not received full payment by the last Business Day of the month in which the
invoice is rendered. The rate of interest shall be the Federal Funds "offered"
rate for each day as published in The Wall Street Journal on the last Business
Day of each month during which any amount of the Fee remains outstanding. Schwab
shall not be entitled to charge Fund Parties the accrued interest on any amount
for which Schwab has received payment by the last Business Day of the month in
which the invoice is rendered.
Retirement Plan Amendment to Schwab Services Agreement (9-12-02)(m)(12).doc
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