Exhibit (e)(8)
Selected Dealer Agreement dated as of April 1, 2002 between Xxxxxxx Xxxxx,
Xxxxxx Xxxxxx & Xxxxx, Inc., One Group Dealer Services, Inc. and Bank One
Investment Advisors Corporation.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
You have invited us to become a selected dealer to distribute shares of the
open-end investment companies listed on Schedule A hereto, as amended from time
to time in accordance with paragraph 10 (d) hereunder (hereinafter collectively
referred to as the "Funds" or, individually, as the "Fund"), for which you are
the principal underwriter and distributor on the following terms:
1. Purchases of Fund Shares for Sale to Customers
(a) We agree that all purchases by us from you shall be made only to cover
orders received by us from our customers, or for our own bona fide investment.
(b) We agree to sell shares of the Funds to our customers subject to
minimum investment requirements applicable to each order and at the applicable
public offering price described in the prospectus and statement of additional
information of such Fund in effect on the date of the sale (the prospectus and
statement of additional information as of any such sale date or of any
applicable redemption or repurchase date being sometimes referred to together
herein as the "then current prospectus"), provided, however, that it is
understood that we assume no responsibility or liability for the determination
of such price.
(c) We shall not withhold placing orders received from our customers so as
to profit ourself as a result of such withholding (e.g., by a change in the net
asset value from that used in determining the public offering price to our
customers).
(d) We understand that all orders are subject to acceptance or rejection by
you or the Fund in the sole discretion of either. No conditional order will be
accepted by the Fund on any basis other than a definite price. The handling of
orders by the parties shall be subject to such procedures as may be mutually
agreed upon from time to time.
(e) Payment for Fund shares purchased by us shall be made on the settlement
date specified in your confirmation by New York Clearing House Funds or by
Federal Funds wire. If such payment is not received by you, you reserve the
right, without notice, either to cancel the sale, or, at your option, to sell
the shares ordered back to such Fund, and in either case, you may hold us
responsible for any direct loss suffered by you or by such Fund resulting from
our failure to make payment as aforesaid.
2. Selling Procedures/Sales Materials
(a) "Sales Material," as used herein, shall include, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, circulars, research reports, market letters, performance reports
or summaries, form letters, posters, signs and other similar materials, whether
in print, hypertext, video, audio or other media, and any items derived
1
from the foregoing, and including sales materials intended for wholesale use
(i.e., broker/ dealer use only) or retail use.
(b) We shall not make any representation concerning the Funds or their
securities except those contained in the then current prospectus or any Sales
Materials furnished by you relating to the Funds. (We assume no responsibility
or liability for representations contained in any of such documents.) You agree
to notify us in writing at the address specified in paragraph (c) of any change
to the prospectus or statement of additional information of each Fund,
specifying such change, at least 10 days before the effective date of such
change, provided that if such notice is not reasonably practicable, you may
provide us with the required notice within such other period as is reasonable
under the circumstances, but, in any event, not later than concurrently with
such change.
(c) You agree to supply to us at your expense additional copies of the
prospectus, statement of additional information, shareholder materials, periodic
reports and proxy statements for each of the Funds and any printed supplemental
material in reasonable quantities upon request. We agree to deliver copies of
the above materials to customers and potential customers in accordance with
applicable law and the rules of the Securities and Exchange Commission ("SEC").
Further, you agree to provide to our Mutual Funds Marketing Department (the
"Marketing Department") copies of the most recent amended or supplemented
prospectus and statement of additional information of each Fund, and such other
SEC filing as we may request, in reasonable quantities upon our request. Such
materials shall be mailed to us at Xxxxxxx Xxxxx Mutual Funds Marketing,
Attention: Mutual Funds Administration, 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000.
(d) You agree not to distribute any Sales Materials (other than copies of
the then current prospectus) to any of our employees or sales offices unless the
distribution of such materials has been approved in writing by our Marketing
Department in accordance with written procedures (as amended from time to time)
distributed by the Marketing Department. In approving such materials for
distribution within our offices or through our sales offices to our customers,
we assume no I responsibility or liability for the representations or any
omissions contained in any Sales Materials nor for representations or any
omissions contained in the prospectus or statement of additional information
relating to the Fund.
(e) 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 us on an internal basis only, we agree not to furnish or cause
to be furnished to any third parties or to display publicly or publish any Sales
Materials, except such Sales Materials relating to the Fund as may be
distributed to us by you or approved for distribution by you upon our request.
(f) With respect to Funds offering multiple classes of shares subject to
differing sales charges, we have established compliance procedures designed to
ensure that our customers are aware of the available methods of mutual fund
financing and to ensure proper supervision of mutual fund recommendations.
3. Redemption/Repurchase/Transfer of Fund Shares and Exchanges
(a) If we purchase shares from our customers for redemption by the Fund or
repurchase by you, we agree to pay such customers not less than the applicable
redemption price (i.e., the currently quoted net asset value minus any
applicable sales charges or redemption fees)
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determined as set forth in the then current prospectus of the Fund, provided,
however, that it is understood that we assume no responsibility or liability for
the determination of such price.
(b) We shall not withhold placing redemption or repurchase orders received
from our customers so as to profit ourselves as a result of such withholding
(e.g., by a change in the net asset value from that used in determining the
public offering price to our customers).
(c) Redemption and repurchase orders are subject to such procedures as may
be mutually agreed upon from time to time, provided that any order placed by us
regarding the redemption or repurchase of Fund shares is subject to timely
receipt by you or the Fund's transfer agent of all required documents.
(d) Where shares of a Fund are held in the name of our customer directly at
the Fund's transfer agent with us listed as the broker-dealer of record, and the
customer requests that such shares be transferred to the name of Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") as nominee, you undertake
to provide to us as soon as is practicable the account history in connection
with processing a transfer request. Following a period of five days after we
request such information pursuant to this subparagraph, you agree to pay a fee
of $5 per order for each information request that is outstanding for the next 30
days or less. For information requests outstanding after the expiration of 30
days following the initial five day period, you agree to pay an additional
monthly fee of $20 per order for every additional 30 days that such information
request remains outstanding. Such fee will be payable to us upon your receipt of
our xxxx related thereto.
(e) Exchanges of shares between Funds will be effected in the manner and
subject to the restrictions and charges described in the then current
prospectuses of the relevant Funds. The handling of exchanges will be further
subject to such other procedures as may be mutually agreed upon from time to
time.
4. Pricing Errors
You agree to notify us promptly whenever a material error is made in the
pricing of shares of a Fund and to indemnify us and hold us harmless against any
and all losses, claims, damages, liabilities or expenses (including, but not
limited to, any losses suffered by our clients and any additional costs and
expenses related to the price correction, such as research costs, expenses
related to developing computer software specifically for the price correction,
processing overtime and notices to customers) to which we may become subject
insofar as any such loss, claim, damage, liability or expense arises out of or
is based on any material error or alleged material error made in the pricing of
shares of a Fund. Payment shall be made by you promptly upon receipt of a xxxx
from us stating the costs of the price correction and the expenses related
thereto. In determining materiality for the purpose of this provision, we agree
to follow the pricing error guidelines that the Securities and Exchange
Commission has accepted for the net asset value materiality standard.
5. Compensation
(a) We understand that you will compensate us only in the case of purchases
made for our customers, and then only where (i) an order for the purchase of
securities is obtained by a registered representative in the employ of Xxxxxxx
Xxxxx & Co., Inc. ("ML & Co.") or a direct or
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indirect subsidiary or other affiliate thereof and remitted to you promptly by
us, (ii) a subsequent investment is made to an account established by registered
representative of ML & Co. or other affiliate thereof; (iii) a subsequent
investment is made to an account established by a broker-dealer other than us
and is accompanied by a signed request from the account shareholder that a
registered representative in the employ of ML & Co. or a direct or indirect
subsidiary or other affiliate thereof receive the commission for that investment
and/or for subsequent investment made in such account; or (iv) shares of a Fund
are held by a customer directly at the Fund's transfer agent where we are listed
as the broker-dealer of record.
(b) We understand and agree that the applicable sales charge (whether
assessed on a front-end or deferred basis) and the dealer concession payable to
us for the sale of each class of shares of each Fund will be in an amount as set
forth in the then current prospectus of the Fund or, in the alternative, as set
forth in Schedule B hereto, as amended from time to time by mutual agreement of
the parties. The parties agree that the applicable sales charge and dealer
concession for any Fund added by amendment to this Agreement shall be the sales
charge and dealer concession as set forth in the then current prospectus of such
Fund or, in the alternative, as set forth in an amendment to Schedule B.
(c) We understand and agree that in accordance with paragraph (b), shares
may be purchased by our customers pursuant to a right of accumulation, a letter
of intention, or other circumstance permitting a reduction or waiver of any
applicable sales charge or dealer concession; however, if our customer fails to
fulfill a letter of intention, you will pay us the amount required to reflect
the appropriate concession based on actual purchases made by the customer. We
agree to advise you of any letter of intention executed by our customers or any
available right of accumulation in accordance with applicable procedures.
(d) In the case of any sale of shares of a Fund for which a front-end sales
charge is waived because of the size of the purchase, you agree to pay to us a
"finder's fee" in such amount as set forth in the then current prospectus of the
Fund or as agreed upon by us in Schedule B. Such fee will be payable on the date
of settlement of any such sale of shares of each Fund, provided, however, that
in an event the amount of the fee is subject to incremental changes based upon
the dollar amount of the aggregate sales, you shall use you best efforts to pay
such finder's fee as soon as possible but in no event later than five weeks
after the date of settlement of such sale.
(e) Certain of the Funds have adopted or may, in the future, adopt a plan
(the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "1940 Act"). To the extent we provide services under the terms of the Plan
in connection with the sale of a Fund's shares or servicing of the accounts of
our customers, you shall pay us a fee upon the terms and conditions as set forth
in the Plan and in the then current prospectus of such Fund or, in the
alternative, as set forth in Schedule C hereto.
(f) In addition to the fees discussed above and notwithstanding any
termination of a Plan as described in paragraph (e), you shall pay us a fee as
set forth in Schedule D hereto in exchange for which we will provide the
services listed in Schedule D. Paragraphs (a) through (f) shall survive the
termination of this Agreement.
(g) We acknowledge and agree that (i) the Plan may be terminated by the
board of trustees in accordance with Rule 12b-1 of the 1940 Act and that payment
under such Plan would terminate in such event and (ii) payments by you pursuant
to paragraph (f) would also terminate in the event you are terminated as
distributor or otherwise cease to act in such capacity. It is
4
further understood and agreed by the parties hereto that in the event the Plan
shall terminate and/or you cease to be a distributor of the Funds, Banc One
Investment Advisors Corporation (or any successor advisor to the Funds) shall
continue to make the payments to us under paragraphs (e) as if the Plan remained
in full force and effect and as required by paragraph 5(f). The provisions of
this paragraph shall survive termination of this Agreement.
6. NASD Membership
(a) You and we are registered and/or licensed as a broker and/or dealer
under the federal and applicable state laws. You and we represent and warrant to
each other that you and we are each members of the National Association of
Securities Dealers, Inc. (the "NASD").
(b) Each of us agrees to notify the other immediately if we cease to be
registered or licensed as a broker or dealer or fail to be a member in good
standing of the NASD.
(c) You and we agree to abide by the rules and regulations of the NASD,
including, without limitation, Rule 2830 of the NASD Conduct Rules.
7. Compliance with Regulatory Requirements
You represent and warrant to us the following:
(a) Each Fund has filed a registration statement (a "Registration
Statement") with the SEC relating to its shares under the Securities Act of 1933
(the "1933 Act") on Form N-1A, including a prospectus and a statement of
additional information. The Registration Statement (including the prospectus and
the statement of additional information) conforms in all respects to the
requirements of the 1933 Act, the 1940 Act and the rules thereunder.
(b) 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 we are notified in writing to the contrary. We may rely solely on
such representation in selling the shares, but you assume no responsibility or
obligation as to our right as a broker-dealer to sell shares of the Funds in any
state or jurisdiction.
(c) 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 limitation, disclosure of all compensation of
the type described in paragraph 5 hereof as required by Rule 2830 of the NASD
Conduct Rules. Such fees and charges will be in compliance with the rules and
regulations of the NASD, including, without limitation, Rule 2830 of the NASD
Conduct Rules.
(d) Each investment adviser of each Fund is registered as an investment
adviser under the Investment Advisers Act of 1940 and in any state where
registration is required.
(e) The Registration Statement (including the prospectus and statement of
additional information) and any Sales Materials relating to the Fund provided by
you to us 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.
(f) All Sales Materials will comply in all material respects with the rules
and regulations of the SEC, the NASD and any states having such rules and
regulations and will be
5
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.
(g) The foregoing representations and warranties will be true and correct
at all times during the term of this Agreement (with references to the
Registration Statement being deemed to refer to the Registration Statement in
effect at the time such reference is made and to the then current prospectus of
the Fund).
8. Indemnification
(a) You agree to indemnify us (for the purposes of this Section 8, "us" and
"we" shall mean Xxxxxxx Xxxxx, the officers, directors and employees of Xxxxxxx
Xxxxx, and any person who is or may be deemed to be a controlling person of
Xxxxxxx Xxxxx) and hold us harmless against any and all losses, claims, damages,
liabilities or expenses (including the reasonable costs of investigation and
attorney's fees and expenses as such expenses are incurred by us in any action
or proceeding between the parties hereto or between us and any third party) to
which we may become subject under the 1933 Act, the 1940 Act, or otherwise,
insofar as any such loss, claim, damage, liability or expense (or actions with
respect thereto) arises out of or is based on any untrue statement of a material
fact or alleged untrue statement of a material fact contained in any
Registration Statement of any Fund (including any prospectus or statement of
additional information which is part of any such Registration Statement) or any
amendment or supplement thereto or in any Sales Material relating to a Fund
provided to us by you (whether or not we have approved the use of such Sales
Materials), or arises out of or is based on the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading. This indemnity agreement will be in
addition to any liability which you may otherwise have. No indemnity by you
hereunder shall apply in respect of any prospectus, statement of additional
information or Sales Materials used at a time not authorized under the 1933 Act
or the regulations adopted thereunder, provided that you have informed us in
writing that there is no such authorization.
(b) If we seek indemnity under this Section we shall, promptly after
receipt of notice of commencement of any action, suit or proceeding against us,
give written notice of the commencement of such action, suit or proceeding to
you, but the omission so to notify you shall not relieve you from any such
obligation you may otherwise have. In case such notice of any such action shall
be so given, you shall be entitled to participate at your own expense in the
defense, or, if you so elect, to assume the defense of such action, in which
event such defense shall be conducted by counsel (satisfactory to us) chosen by
you; provided, however, that you shall not have the right to assume the defense
of any action in which the named parties (including any implied parties) include
both you and us and in which counsel to either of us has advised that there may
be legal defenses available to us which are different from or in addition to
those available to you. If you do not elect to assume the defense of such action
and in cases where separate counsel is retained because of the availability of
different defenses, you will reimburse us for the reasonable fees and expenses
of any counsel retained by us. Payment (other than the reimbursement of our
legal and other related fees and expenses, which will be payable to us upon your
receipt of our xxxx related thereto) shall be made upon any final determination
of liability resulting from such claim or misstatement or omission by a court,
panel of arbitrators, administrative agency or self-regulatory organization, or
upon any settlement of any dispute, the
6
subject of which involves such a claim. In any action in which you have elected
to assume the defense, we shall bear the fees and expenses of any additional
counsel we retain, unless either of us has retained separate counsel because
there are legal defenses available to one of us which are different from or in
addition to those available to the other of us, in which case you shall bear the
fees and expenses of our counsel as well.
(c) This Section 8 shall survive the termination of this Agreement.
9. Termination
Either party hereto may cancel this Agreement upon 60 days' prior written
notice to the other. This Agreement shall be in substitution of any prior
agreement between us regarding the distribution of these shares.
10. Miscellaneous
(a) We understand and agree that we are acting as principal under this
Agreement, and that we are in no way responsible for the manner of your
performance or for any of your acts or omissions in connection therewith.
Nothing shall constitute us as a syndicate, association, joint venture,
partnership, unincorporated business, or other separate entity or otherwise
partners with you.
(b) Each Fund reserves the right in its discretion and you reserve the
right, in your discretion and without notice to us, subject to applicable law,
to suspend sales or redemptions or to withdraw the offering of shares of the
Fund.
(c) All communication shall be sent to us at our offices at Xxxxxxx Xxxxx
Mutual Funds Marketing, Attention: Mutual Funds Administration, 000 Xxxxxxxx
Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 and to you 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 either delivered personally to the other party or any officer
or member thereof or was either received by express delivery or telecopy (with
receipt) by the other party at his or her 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.
(d) We may amend this Agreement unilaterally, at any time and from time to
time, to add additional Fund(s) to Schedule A hereof by delivery to you of a new
or amended Schedule A containing the names of the additional Fund(s). Each of us
hereby agrees that any such amendment will not be required to be signed by you
but only by us. However, such amendment shall only become effective and part of
this Agreement and be deemed binding upon the first sale by us of any shares of
such additional Fund.
(e) This Agreement shall become effective as of the date when it is
executed and dated by you below. This Agreement shall be governed by the laws of
the State of New York without giving effect to conflict of law provisions.
(f) This Agreement is not assignable or transferable and shall terminate
automatically in the event of its assignment.
(g) If a dispute arises between us and you with respect to this Agreement
which the parties are unable to resolve themselves, it shall be settled by
arbitration in accordance with the then existing NASD Code of Arbitration
Procedure (the "NASD Code"). The parties agree, that
7
to the extent permitted by the NASD Code, the arbitrator(s) shall be selected
from the securities industry.
(h) 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.
8
Accepted:
Firm Name: One Group Dealer Services, Inc.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Xxxxxx X. Xxxxx
----------------------------------------------
Name
Vice President
----------------------------------------------
Title
Address: 0000 Xxxxxxx Xxxxxxx
-----------------------------------
Xxxxxxxx, XX 00000-0000
-----------------------------------
Dated: April 1, 2002
--------------------------------------
Xxxxxxx Xxxxx, Piece, Xxxxxx & Xxxxx Incorporated
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
First Vice President
Director, Non-proprietary Funds
Accepted Solely for the Purposes of Section 5(g):
Advisor: Banc One Investment Advisors
-------------------------------------
By: /s/ Xxxx X. Xxxxxx
-------------------------------------------
Xxxx X. Xxxxxx
----------------------------------------------
Name
Senior Managing Director
----------------------------------------------
Title
Address: 0000 Xxxxxxx Xxxxxxx
-------------------------------------
Xxxxxxxx, XX 00000-0000
-------------------------------------
Dated: April 1, 2002
----------------------------------------
9
SCHEDULE A
List of Participating Funds
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 A
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)
10
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)
Government Bond (B)
Government Bond (C)
Short-Term Bond (A)
Short-Term Bond (B)
Short-Term Bond (C)
Income Bond (A) I
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)
00
Xxxx Xxxxxxxx Xxxxxxxxx Xxxx (X)
Xxxx Xxxxxxxx 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)
12
SCHEDULE D
We understand and agree that you have already paid us a fee of $50,000. In
exchange for this fee we agree to set up support services for the sale of each
new Fund, including due diligence, legal review, training, marketing and the
establishment of operations and systems support. In addition, you agree to pay
us the following fees: (i) a monthly fee of 25 basis points of total new gross
sales of shares of any class of each Fund (excluding sales from reinvestment of
distributions and exchanges of shares of one or more Funds for any other Fund or
Funds), payable in arrears, and (ii) an annual fee, payable quarterly, of 10
basis points of the value of Fund shares (including sales from exchanges of
shares of one or more Funds for any other Fund or Funds) held by our customers
for more than one year, for our continuing due diligence, training and
marketing. In computing the annual fee for shares purchased as the result of
exchanges of shares of one or more Funds for any other Fund or Funds, the period
of ownership will be measured from the date of purchase of the original shares.
Such fees will be payable to us upon receipt of our xxxx related thereto.
13
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.
14
