Exhibit (m)(22)
Financial Services (Agency) Agreement
Between
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc.
And
The One Group Services Company
FINANCIAL SERVICES AGREEMENT
AGREEMENT made as of August 6, 1999 by and between The One Group Services
Company ("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. 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 in all accounts without restriction] [sold in the asset-based
programs] [available in connection with a non-Merrill 401K plan].
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]1
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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1 For Funds organized as Trusts.
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. (formerly known as Xxxxxxx Xxxxx 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/ Xxxxxx X. Xxxxxx
---------------------------------
Print Name: Xxxxxx X. Xxxxxx
-------------------------
Title: First Vice President
------------------------------
THE ONE GROUP SERVICES Address for Notice:
COMPANY
By: /s/ Xxxx X. Xxxxxx 0000 Xxxxxxx Xxxx
--------------------------------- -----------------------------------
Print Name: Xxxx X. Xxxxxx Xxxxxxxx, XX 00000
------------------------- -----------------------------------
Title: 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.
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.
Schedule A
ONE GROUP MUTUAL FUNDS
EQUITY FUNDS
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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)
INVESTOR FUNDS
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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
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Intermediate Bond (A)
Intermediate Bond (B)
Intermediate Bond (C)
Government Bond (A)
Government Bond (B)
Government Bond (C)
Short-Term Bond (A)
ONE GROUP MUTUAL FUNDS
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
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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)
