EXHIBIT (7)(e)
FORM OF SHAREHOLDER SERVICING AGREEMENT
ONE GROUP SERVICES COMPANY
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
SHAREHOLDER SERVICING AGREEMENT
The One Group Services Company (the "Distributor") serves as the
Distributor to The One Group (the "Company"), an open-end management investment
company organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940 (the "1940 ACT"). Pursuant to Rule 12b-1 under the 1940 Act
("Rule 12b-l"), but subject to the provisions of Section 4.1 hereof, the holders
of the units of beneficial interest ("Shares") of the investment portfolios
identified in Schedule A hereto (individually, a "Fund"; collectively, the
"Funds") have adopted Distribution and Shareholder Servicing Plans (the "Plans")
which, among other things, authorize the Distributor to enter into this
Shareholder Servicing Agreement with _________________________________, (the
"Service Organization"), with its principal office located at _________________
__________________, concerning the provision of support services to the Service
Organization's customers ("Customers") who may from time to time beneficially
own Fund Shares. The terms and conditions of this Agreement are as follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1 Reference is made to the prospectuses of the Funds (individually, a
"Prospectus"; collectively, the "Prospectuses") as from time to time
are effective under the Securities Act of 1933 (the "1933 Act").
Terms defined therein and not otherwise defined herein are used herein
with then meaning so defined.
2. SERVICES AS A SERVICE ORGANIZATION.
2.1 The Service Organization shall provide any combination of the
following support services, as agreed upon by the parties from time to
time, to Customers who may from time to time beneficially own Shares
of a Fund: (i) aggregating and processing purchase and redemption
requests for a Fund's Shares from Customers and placing net purchase
and redemption orders with the Distributor, (ii) processing dividend
payments from the Company on behalf of Customers; (iii) arranging for
bank wire transfer of funds to or from a Customer's account; (iv)
responding to inquiries from Customers relating to the services
performed by the Service Organization under this Agreement; (v)
providing subaccounting with respect to a Fund's Shares beneficially
owned by Customers or the information to the Company necessary for
subaccounting, (vi) if required by law, forwarding Shareholder
communications from the Company (such as proxies, Shareholders
reports, annual and semi-annual financial statements, and dividend,
distribution, and tax notices) to Customers; (vii) forwarding to
Customers proxy statements and proxies containing any proposals
regarding this Agreement or a Fund's Plan; (viii) providing such other
similar services as the Distributor may reasonable request to the
extent the Service Organization is permitted to do so under applicable
statutes, rules, or regulations.
2.2 The Service Organization will provide such office space and equipment,
telephone facilities, and personnel (which may be any part of the
space, equipment, and facilities currently used in the Servicing
Organization's business, or any personnel employed by the Servicing
Organization) as may be reasonable necessary or beneficial in order to
provide such services to Customers,
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2.3 All orders for Fund Shares are subject to acceptance or rejection by
the Company in its sole discretion, and the Company may, in its
discretion and without notice, suspend or withdraw the sale of Fund
Shares, including the sale of such Shares to the Service Organization
for the account of any Customer or Customers.
2.4 In providing services hereunder, the Service Organization shall act
solely as agent for its Customers. For all purposes of this
Agreement, the Organization will be deemed to be an independent
contractor, and will have no authority to act as agent for the
Distributor in any matter or in any respect. No person is authorized
to make any representations concerning the Distributor, the Company,
or any Fund's Shares except those representations contained in the
Funds' then-current Prospectuses and the Company's Statement of
Additional Information and in such printed information as the
Distributor or the Company may subsequently prepare. The Service
Organization further agrees to deliver to Customers, upon the request
of the Distributor, copies of any amended Prospectus and Statement of
Additional Information.
2.5 The Service Organization and its employees will, upon request, be
available during normal business hours to consult with the Distributor
or its designees concerning the performance of the Service
Organization's responsibilities under this Agreement. In addition,
the Service Organization will furnish to the Distributor, the Company
or their designees such information as the Distributor, the Company or
their designees may reasonable request (including, without limitation,
periodic certifications confirming the provision to Customers of the
services described herein), and will otherwise cooperate with the
Distributor, the Company and their designees (including, without
limitation, any auditors designated by the Company, in the preparation
of reports to the Company's Board of Trustees concerning this
Agreement, as well as any other reports or filings that may be
required by law.
3. COMPENSATION.
3.1 The Distributor shall pay the Service Organization for the Services to
be provided by the Service Organization under this Agreement in
accordance with, and in the manner set forth in, Schedule B hereto, as
such Schedule may be amended from time to time.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1 By written acceptance of this Agreement, the Service Organization
further represents, warrants, and agrees that: (i) the Service
Organization believes that it possesses the legal authority to perform
the services contemplated by this Agreement without violation of
applicable Federal banking laws (including the Xxxxx-Xxxxxxxx Act) and
regulations.
5. EXCULPATION; INDEMNIFICATION.
5.1 The Distributor shall not be liable to the Service Organization and
the Service Organization shall not be liable to the Distributor except
for acts or failures to act which constitute lack of good faith or
gross negligence and for obligations expressly assumed by either party
hereunder. Nothing contained in this Agreement is intended to
operate as a waiver by the Distributor or by the Service Organization
of compliance with any applicable federal or state law, rule, or
regulation and the rules and regulations promulgated by the National
Association of Securities Dealers, Inc.
6. EFFECTIVE DATE, TERMINATION.
6.1 This Agreement will become effective on the date a fully executed copy
of this Agreement is received by the Distributor or its designee.
Unless sooner terminated, this Agreement will
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continue until _______________19____, and thereafter will continue
automatically for successive annual periods ending on
___________________,19_______ of each year.
6.2 This Agreement will automatically terminate in the event of its
assignment (as such term is defined in the 1940 Act). This Agreement
may be terminated by the Distributor or by the Service Organization,
without penalty, upon ten days' prior written notice to the other
party. This Agreement may also be terminated at any time without
penalty by the vote of a majority of the members of the Board of
Trustees of the Company who are not "interested persons" (as such term
is defined in the 0000 Xxx) and who have no direct or indirect
financial Interest in the Plans or any agreement relating to such
Plans, including this Agreement, or by a vote of a majority of the
Shares of a Fund, with respect to such Fund, on ten days' written
notice.
7. GENERAL
7.1 All notices and other communications to either the Service
Organization or the Distributor will be duly given if mailed,
telegraphed or telecopied to the appropriate address set forth on page
1 thereof, or at such other address as either party provide in writing
to the other party.
7.2 The Distributor may enter into other similar agreements for the
provision of Shareholder services with any other person OR persons
without the Service Organization's consent.
7.3 This Agreement supersedes any other agreement between the Distributor
and the Service Organization relating to the provision of support
services to the Service Organization's Customers who beneficially own
Fund Shares and relating to any other matters discussed herein. All
covenants, agreements, representations, and warranties made herein
shall be deemed to have been material and relied on by each party,
notwithstanding any investigation made by either party or on behalf of
either party, and shall survive the execution and delivery of this
Agreement. The invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of
any other term or provision hereof . The headings in this Agreement
are for convenience of reference only and shall not alter or otherwise
affect the meaning hereof. This Agreement may be executed in any
number of counterparts which together shall constitute one instrument
and shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the State of Ohio and shall
bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
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Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated.
THE ONE GROUP SERVICES COMPANY
By:
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Name:
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Title:
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Date:
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ACCEPTED AND AGREED TO:
By:
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Name:
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Title:
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Date:
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Schedule A
to the
Shareholder Servicing Agreement
Between The One Group Services Company
and
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(Service Organization)
FUNDS
MONEY MARKET FUNDS
U.S. Treasury Securities Money Market - Class A Shares
Prime Money Market Fund - Class A Shares
Municipal Money Market Fund - Class A Shares
Ohio Municipal Money Market Fund - Class A Shares
EQUITY FUNDS
Income Equity Fund - Class A Shares
Disciplined Value Fund - Class A Shares
Growth Opportunities Fund - Class A Shares
International Equity Index Fund - Class A Shares
Large Company Value Fund - Class A Shares
Equity index Fund - Class A Shares
Asset Allocation Fund - Class A Shares
Large Company Growth Fund - Class A Shares
Value Growth Fund - Class A Shares
Small Capitalization Fund (Formerly, the Gulf South Growth Fund - Class A Shares
Investor Aggressive Growth Fund - Class A Shares
Investor Growth Fund - Class A Shares
Investor Growth and Income Fund - Class A Shares
Investor Balanced Fund - Class A Shares
Investor Conservative Growth Fund - Class A Shares
FIXED INCOME FUNDS
Income Bond Fund - Class A Shares
Limited Volatility Bond Fund - Class A Shares
Intermediate Tax-Free Bond Fund - Class A Shares
Ohio Municipal Bond Fund - Class A Shares
Government Bond Fund - Class A Shares
Ultra Short-Term Income Fund - Class A Shares
Municipal Income Fund - Class A Shares
West Virginia Municipal Bond Fund - Class A Shares
Kentucky Municipal Bond Fund
Intermediate Bond Fund - Class A Shares
Arizona Municipal Bond Fund - Class A Shares
Louisiana Municipal Bond Fund - Class A Shares
Treasury & Agency Fund - Class A Shares
Accepted and Agreed to:
The One Group Services Company
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(Service Organization)
By: By:
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Date: Date:
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SCHEDULE B
TO THE
SHAREHOLDER SERVICING AGREEMENT
BETWEEN THE ONE GROUP SERVICES COMPANY
AND
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(SERVICE ORGANIZATION)
COMPENSATION (1)
THE SERVICE ORGANIZATION shall receive A FEE CALCULATED AT AN ANNUAL RATE
OF TWENTY-FIVE ONE-HUNDREDTHS OF one PERCENT (.25%) of THE FUND'S AVERAGE DAILY
NET ASSETS ATTRIBUTABLE TO SHARES BENEFICIALLY OWNED BY the Service Organization
Customers.
Accepted and Agreed to:
The One Group Services Company
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(Service Organization)
By: By:
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Date: Date:
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(1) All fees are computed daily and paid monthly.
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