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EXHIBIT 10.26
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated as of June 29, 2001 (this "Agreement"), is
by and among Florists' Transworld Delivery, Inc., a Michigan corporation
("FTDI"), FTD Association, an Ohio nonprofit corporation (the "Association" and,
together with FTDI, the "Parties"), and Bank One Trust Company, National
Association, a national banking association, as Escrow Agent (the "Escrow
Agent").
RECITALS
WHEREAS, FTDI and the Association have previously entered into a
Termination Agreement, dated as of April 30, 2001 (the "Termination Agreement");
WHEREAS, a material condition to the consummation of the transactions
contemplated by the Termination Agreement is that the parties hereto enter into
this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual
premises hereinafter set forth, the parties agree as follows:
AGREEMENT
1. Defined Terms. Capitalized terms used herein without definition
shall have the meanings ascribed to them in the Termination Agreement.
2. Commencement of Duties. FTDI, simultaneously with the execution and
delivery of this Agreement, will transfer to the Escrow Agent the aggregate sum
of $1.4 million ($1,400,000.00) (the "Escrowed Funds"). Upon receipt of the
Escrowed Funds, the duties and obligations of each of the parties to this
Agreement will commence. The parties shall each execute and deliver to the
Escrow Agent a certificate of incumbency substantially in the form of Exhibit A
hereto for the purpose of establishing the identity of the representatives of
the Parties entitled to issue instructions or directions to the Escrow Agent on
behalf of each such party. In the event of any change in the identity of such
representatives, a new certificate of incumbency shall be executed and delivered
to the Escrow Agent by the appropriate party. Until such time as the Escrow
Agent shall receive a new incumbency certificate, the Escrow Agent shall be
fully protected in relying without inquiry on any then current incumbency
certificate on file with the Escrow Agent.
3. Escrowed Funds. (a) Upon receipt of the Escrowed Funds, the Escrow
Agent shall establish and maintain a separate account (the "Escrow Account") and
hold therefor, in its capacity as Escrow Agent, the Escrowed Funds pursuant to
the terms of this Agreement. Until such time as the Escrowed Funds shall be
distributed by the Escrow Agent as provided herein, the Escrowed Funds shall be
invested and reinvested by the Escrow Agent, upon receipt of written
instructions from the Parties, in: (i) any money market fund substantially all
of which is invested in direct obligations of the United States of America or
obligations the principal and the
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interest on which are unconditionally guaranteed by the United States of
America, including any such money market fund managed by the Escrow Agent or
any of its affiliates, (ii) demand deposit or time deposit with the Escrow
Agent or (iii) such other instruments as may be specifically approved in
writing by the Association and FTDI, subject to terms and conditions
hereinafter set forth. If the Escrow Agent does not receive written
instructions from the Parties directing the investment or reinvestment of any
of the Escrowed Funds, the Escrow Agent shall automatically and forthwith
invest the Escrowed Funds in The One Group Treasury Securities Money Market
Fund Class I or a successor or similar fund which invests in (i) short-term
securities issued or guaranteed by the United States Government, its agencies
or instrumentalities and/or (ii) repurchase agreements relating to such
securities until such time as the Escrow Agent receives written instructions
to the contrary from the Parties.
(b) The Escrow Agent shall have the right to liquidate any investments
held in order to provide funds necessary to make required payments under this
Escrow Agreement. The Parties acknowledge and agree that the delivery of the
Escrowed Funds is subject to the sale and final settlement of permitted
investments. The Escrow Agent in its capacity as escrow agent hereunder shall
not have any liability for any loss sustained as a result of any investment
prior to its maturity. In the case of any payment to FTDI or the Association of
the Escrowed Funds or any portion thereof pursuant to Section 4 of this
Agreement, the proportionate share of the income earned thereon through the date
of such payment shall be paid within 10 days after the date of such payment. If
the Escrowed Funds are invested in the One Group Money Market Fund, the income
earned thereon shall be paid no later than two (2) business days from the date
the income is deposited in the Escrow Account.
(c) The parties recognize and agree that the Escrow Agent will not
provide supervision, recommendations or advice relating to either the investment
of moneys held in the Escrow Account or the purchase, sale, retention or other
disposition of any permitted investment.
(d) The Escrow Agent is hereby authorized to execute purchases and
sales of Permitted Investments through the facilities of its own trading or
capital markets operations or those of any affiliated entity. The Escrow Agent
shall send statements to each of the parties hereto on a monthly basis
reflecting activity in the Escrow Account for the preceding month. Although the
Parties recognize that they may obtain a broker confirmation or written
statement containing comparable information at no additional cost, the Parties
hereby agree that confirmations of permitted investments are not required to be
issued by the Escrow Agent for each month in which a monthly statement is
rendered. However, no statement need be rendered for the Escrow Account if no
activity occurred for such month.
4. Distribution of the Escrowed Funds. The Escrowed Funds shall be
distributed by the Escrow Agent in accordance with the following:
(a) Upon the Escrow Agent's receipt of a written notice from
FTDI (a "Claim Notice"):
(i) stating the total monetary amount of any claim for which
FTDI or any FTDI Indemnified Person seeks indemnification pursuant to the terms
and subject to the
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conditions of Section XI of the Termination Agreement (a "Claim"), briefly
describing the Claim and demanding satisfaction of the Claim and stating the
amount of funds demanded in satisfaction of such Claim; and
(ii) stating that written notice has also been served on the
Association pursuant to this Agreement, unless it receives within 30 days
following the date of its receipt of the Claim Notice (the "Claim Notice
Period") a written notice signed by the Association, objecting to all or a
portion of such Claim (an "Objection Notice"), then the Escrow Agent shall
distribute to FTDI or such FTDI Indemnified Person from the Escrowed Funds in
accordance with the payment instructions set forth in the Claim Notice the
amount specified in such Claim Notice plus the proportionate share of the
interest earned thereon through the date of such payment in accordance with
Section 3(b) of this Agreement. Any Objection Notice that objects to only a
portion of a Claim must set forth the amount that may be distributed pursuant to
Section 5(b)(i) of this Agreement or such notice will be deemed to be an
Objection Notice to the entire Claim.
(b) If the Escrow Agent receives an Objection Notice within such
Claim Notice Period, the Escrow Agent shall:
(i) pursuant to the instructions in the Objection Notice,
distribute to FTDI or FTDI's Indemnified Person the amount of the Claim that is
not in dispute from the Escrowed Funds plus the proportionate share of the
interest earned thereon through the date of such payment in accordance with
Section 3(b) of this Agreement; and
(ii) hold the disputed amount of such Claim until
distributed (A) in the manner as may be mutually agreed upon by FTDI or the FTDI
Indemnified Person, as the case may be, and the Association, pursuant to joint
written instructions from FTDI or the FTDI Indemnified Person, as the case may
be, and the Association or (B) pursuant to the final decision of an arbitrator
issued pursuant to Section VIII of the Termination Agreement that is not being
appealed.
(c) Notwithstanding anything to the contrary in the foregoing,
in no event shall the Escrow Agent distribute any portion of the Escrowed Funds
to FTDI or an FTDI Indemnified Person with respect to any Claim Notice received
by the Escrow Agent more than 12 months from the date hereof ("Expiration
Date").
(d) If on the day after the Expiration Date, any Escrowed Funds
are being held by the Escrow Agent pending ("Pending Funds"):
(i) distribution to FTDI or an FTDI Indemnified Person with
respect to a Claim or Claims, then the Escrow Agent shall continue to hold such
Pending Funds until they are distributed in accordance with Section 4(b)(ii) of
this Agreement; or
(ii) expiration of the Claim Notice Period with respect to a
Claim, then the Escrow Agent shall continue to hold such Pending Funds until
such expiration, after which such
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Pending Funds shall be held and distributed in accordance with Section 4(a) or
(b), as applicable, of this Agreement and Section 3(b) of this Agreement.
(e) If on the day after the Expiration Date, there remain
Escrowed Funds that are not Pending Funds, then all such Escrowed Funds, if any,
plus the proportionate share of the interest earned thereon through the date of
such payment, as provided in Section 3(b) of this Agreement, shall be
distributed by the Escrow Agent to the Association.
(f) Upon the final distribution of all of the Escrowed Funds in
accordance with the terms of this Agreement, this Agreement shall terminate.
(g) Notwithstanding any of the foregoing provisions of this
Section 4, the Escrow Agent shall deliver or distribute all or any portion of
the Escrowed Funds in accordance with any joint written notice executed and
delivered by both FTDI and the Association.
5. Tax Matters. Each party to this Agreement shall provide a completed
Internal Revenue Service ("IRS") Form W-8 or Form W-9 to the Escrow Agent at the
signing of this Agreement. The Escrow Agent may delay accepting the Escrowed
Funds until the IRS forms have been provided. For purposes of reporting to tax
authorities, the Escrow Agent will treat all income earned by the escrow as paid
upon distribution. FTDI and the Association, jointly and severally, covenant and
agree to indemnify and hold the Escrow Agent harmless against all liability for
tax withholding and/or reporting for any payments made by the Escrow Agent
pursuant to information supplied by FTDI or the Association, respectively,
pursuant to this Agreement. The Escrow Agent shall have no responsibility for
the preparation and/or filing of any tax or information return with respect to
any transaction, whether or not related to the Escrow Agreement, or a related
agreement, that occurs outside the Escrow Account.
6. Duties of the Escrow Agent.
(a) The Escrow Agent shall have no duties or responsibilities other
than those expressly set forth in this Agreement, which shall be deemed purely
ministerial in nature, and shall under no circumstance be deemed a fiduciary for
any of the parties to this Agreement and no implied duties or obligations shall
be read into this Agreement against the Escrow Agent. The Escrow Agent shall
have no duty to enforce any obligation of any person, other than as provided
herein. The Escrow Agent shall be under no liability to anyone by reason of any
failure on the part of any party hereto (other than the Escrow Agent) or any
maker, endorser or other signatory of any document or any other person to
perform such person's obligations under any such document.
(b) The Escrow Agent shall have the right, but not the obligation,
to consult with counsel of choice and shall not be liable for action taken or
omitted to be taken by Escrow Agent in accordance with the advice of such
counsel.
(c) The Escrow Agent shall have the right to perform any of its
duties hereunder through agents, attorneys, custodians or nominees.
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7. Liability of the Escrow Agent; Withdrawal (a) The Escrow Agent shall
not be liable for any action taken or omitted by it, or any action suffered by
it to be taken or omitted, in good faith, and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) that is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person(s). The Escrow Agent
shall not be held liable for any error in judgment made in good faith by an
officer of the Escrow Agent unless it shall be proved that the Escrow Agent was
grossly negligent in ascertaining the pertinent facts or acted intentionally in
bad faith. The Escrow Agent shall not be bound by any notice of demand, or any
waiver, modification, termination or rescission of this Agreement or any of the
terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed
by the proper party or parties and, if the duties or rights of the Escrow Agent
are affected, unless it shall give its prior written consent thereto.
(b) The Escrow Agent shall not be responsible for, may conclusively
rely upon and shall be protected, indemnified and held harmless by FTDI and the
Association for the sufficiency or accuracy of the form, the execution,
validity, value or genuineness of any document or property received, held or
delivered by it hereunder, or of the signature or endorsement thereon, or for
any description therein; nor shall the Escrow Agent be responsible or liable in
any respect on account of the identity, authority or rights of the persons
executing or delivering or purporting to execute or deliver any document,
property or this Agreement. In no event shall the Escrow Agent be liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, lost profits), even if the Escrow Agent has been
advised of the likelihood of such loss or damage and regardless of the form of
action.
(c) In the event that the Escrow Agent shall become involved in any
arbitration or litigation relating to the Escrowed Funds, the Escrow Agent is
authorized to comply with any decision reached through such arbitration or
litigation.
(d) The Escrow Agent may resign at any time and be discharged from
its duties or obligations hereunder by giving ten days' notice in writing of
such resignation specifying a date when such resignation shall take effect.
Similarly, the Escrow Agent may be removed and replaced
following the giving of thirty (30) days prior written notice to the Escrow
Agent by the other parties hereto. In either event, the duties of the Escrow
Agent shall terminate thirty (30) days after receipt of such notice (or as of
such earlier date as may be mutually agreeable); and the Escrow Agent shall then
deliver the balance of the moneys or assets then in its possession to a
successor escrow agent as shall be appointed by the other parties hereto as
evidenced by a written notice filed with the Escrow Agent.
If the other parties hereto have failed to appoint a successor
prior to the expiration of thirty (30) days following receipt of the notice of
resignation or removal, the Escrow Agent may appoint a successor or petition any
court of competent jurisdiction for the appointment of a
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successor escrow agent or for other appropriate relief, and any such resulting
appointment shall be binding upon all the parties hereto.
Any company into which the Escrow Agent may be merged or
converted or with which it may be consolidated or any company resulting from any
merger, conversion or consolidation to which it shall be a party or any company
to which the Escrow Agent may sell or transfer all or substantially all of its
escrow business, provided such company shall be eligible to serve as Escrow
Agent hereunder, shall be the successor hereunder to the Escrow Agent without
the execution or filing of any paper or any further act.
8. The Escrow Agent's Fee. (a) The Escrow Agent shall be entitled to
compensation for its services hereunder as set forth on Schedule I hereto,
payable one-half by FTDI and one-half by the Association. The Escrow Agent shall
have, and is hereby granted, a prior lien upon any property, cash, or assets of
the Escrow Account, with respect to its unpaid fees and nonreimbursed expenses,
superior to the interests of any other persons or entities; and shall be
entitled and is hereby granted the right to set off and deduct any unpaid fees
and/or nonreimbursed expenses from amounts on deposit in the Escrow Account.
(b) The fees and expenses are due and payable at the signing of this
Agreement. The Escrow Agent acknowledges that all legal fees and other expenses
and disbursements incurred by the Escrow Agent in connection with the
determination to enter into this Agreement are included in the amount set forth
on Schedule I. FTDI and the Association, jointly and severally, hereby agree to
indemnify the Escrow Agent, including its officers, directors, employees and
agents for, and to hold it harmless against any loss, liability or expense
incurred without gross negligence or willful misconduct on the part of the
Escrow Agent, including, without limitation, legal or other fees arising out of
or in connection with its entering into this Agreement and carrying out its
duties hereunder, including, without limitation, the costs and expenses of
defending itself against any claim of liability in the premises or any action
for interpleader. The Escrow Agent shall be under no obligation to institute or
defend any action, suit, or legal proceeding in connection herewith, unless
first indemnified and held harmless to its satisfaction in accordance with the
foregoing, except that the Escrow Agent shall not be indemnified against any
loss, liability or expense arising out of its gross negligence or willful
misconduct. Such indemnity shall survive the termination or discharge of this
Agreement or resignation or removal of the Escrow Agent. The Escrow Agent shall
be reimbursed one-half by the Association and one-half by FTDI for any
reasonable expenses or disbursements incurred in connection with the performance
of the Escrow Agent's obligations hereunder, including, without limitation, the
actual cost of legal services should the Escrow Agent deem it necessary to
retain an attorney.
10. Inspection. All funds or other property held as part of the escrow
shall at all times be clearly identified as being held by the Escrow Agent
hereunder. Any party hereto may at any time during the Escrow Agent's business
hours (with reasonable notice) inspect any records or reports relating to the
Escrowed Funds.
11. Notices. (a) All notices, demands and requests required or
permitted to be given under the provisions hereof must be in writing and shall
be deemed to have been sufficiently given when received if personally delivered
or sent by telecopy or the day after mailing by overnight
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courier, postage prepaid, or if mailed by registered or certified mail, with
return receipt requested, postage prepaid on the third day after mailing,
addressed as follows:
If to FTDI:
Florists' Transworld Delivery, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopier No: (000) 000-0000
With a copy to:
Xxxxx, Day, Xxxxxx & Xxxxx
00 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopier No: (000) 000-0000
If to the Association:
FTD Association
00000 Xxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxx
Telecopier No: (000) 000-0000
With a copy to:
Xxxxx X. Xxxxxxx, Esq.
Xxxxxxxxx Xxxxxx PLLC
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telecopy No.: (000) 000-0000
If to the Escrow Agent:
Bank One Trust Company, National Association
1 Bank Xxx Xxxxx
Xxxx Xxxx XXX-0000
Xxxxxxx, XX 00000-0000
Attention: Global Corporate Trust Services/Xxxx Xxxxxx
Telecopier No: (000) 000-0000
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or to such other place and with such other copies as any party may designate as
to itself by written notice to the others.
(b) In the event funds transfer instructions are given by FTDI and the
Association (other than in writing at the time of execution of this Agreement)
whether in writing, by telecopier or otherwise, the Escrow Agent is authorized
to seek confirmation of such instructions by telephone call-back to the person
or persons designated on Exhibit A hereto, and the Escrow Agent may rely upon
the confirmations of anyone purporting to be the person or persons so
designated. The persons and telephone numbers for call-backs may be changed only
in a writing actually received and acknowledged by the Escrow Agent. The parties
to this Agreement acknowledge that such security procedure is commercially
reasonable.
(c) It is understood that the Escrow Agent and the beneficiary's bank
in any funds transfer may rely solely upon any account numbers or similar
identifying number provided by the other parties hereto to identify (i) the
beneficiary, (ii) the beneficiary's bank, or (iii) an order it executes using
any such identifying number, even where its use may result in a person other
than the beneficiary being paid, or the transfer of funds to a bank other than
the beneficiary's bank, or an intermediary bank designated.
12. Non-Exclusive Remedy. FTDI and the Association agree and
acknowledge that the Escrowed Funds shall not be FTDI's or an FTDI Indemnified
Person's exclusive method of receiving indemnification pursuant to the
Termination Agreement, but that FTDI or any such FTDI Indemnified Person shall
not be entitled to receive indemnification pursuant to any other method unless
and until FTDI or such FTDI Indemnified Person has first exercised its rights
hereunder with respect to the Escrowed Funds.
13. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Michigan without regard to the
principles of conflicts of law.
14. Binding Effect; Benefit. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.
15. Modification. This Agreement may be amended or modified at any time
by a writing executed by FTDI, the Association and the Escrow Agent.
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 will constitute one and the same instrument.
17. Headings. The section headings contained in this Agreement are
inserted for convenience only, and shall not affect in any way the meaning or
interpretation of this Agreement.
18. Severability and Further Assurances. The Escrow Agent shall neither
be responsible for, nor chargeable with, knowledge of the terms and conditions
of any other agreement, instrument or document between the other parties hereto,
in connection herewith, including without
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limitation the Termination Agreement.
This Agreement constitutes the entire agreement among the parties with respect
to the subject matter hereof and supercedes all prior and contemporaneous
agreements and undertakings of the parties in connection herewith. No failure or
delay of the Escrow Agent in exercising any right, power or remedy may be, or
may be deemed to be, a waiver thereof; nor may any single or partial exercise of
any right, power or remedy preclude any other or further exercise of any right,
power or remedy. In the event that any one or more of the provisions contained
in this Agreement, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement. Each of the parties hereto shall, at the request of the other
party, deliver to the requesting party all further documents or other assurances
as may reasonably be necessary or desirable in connection with this Agreement.
19. Specimen Signatures. The Escrow Agent may rely on the signatures
contained herein as the specimen signatures of the parties.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date indicated above, by their duly authorized representatives.
FLORISTS' TRANSWORLD DELIVERY, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Its: President and CEO
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FTD ASSOCIATION
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Its: Managing Executive
----------------------------------------
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Its: Account Executive
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SCHEDULE I
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
ESCROW AGENT FEE SCHEDULE
Acceptance Fee .................................................................................... $1,500
Including acceptance of contractual responsibility and establishment of
administrative records and procedures to comply with the escrow documents.
Annual Administration Fee ......................................................................... $2,000
Including performance of specified duties and responsibilities under
the escrow documents.
Other Activity Fees ............................................................................... $20 per wire/$15 per check
Investment Fees (Processing Individual Security Transactions) ..................................... $75 per investment
Investments in the One Group(R) Money Market Funds ................................................ 0.00
Amendments to the Escrow Agreement ................................................................ $250.00
Extraordinary Time Charge ......................................................................... $200 per hour (see below)
Sub-Accounts ...................................................................................... $ 500.00 each
Deposit/Withdrawal of Assets ...................................................................... $50.00 per item
Claims Processing ................................................................................. $35.00 per claim
Tax Reporting ..................................................................................... $ As billed by provider
Out-of-pocket Expenses:
Expenses will be added to cover ordinary items such as postage, checks,
stationery, printing, messenger deliveries, and telephone. Expenses for
extraordinary services, such as, but not limited to, travel, legal and
securities will be billed additionally.
Legal fees of counsel representing Bank One as escrow agent are
included in the Acceptance Fee.
Additional Terms and Conditions:
Acceptance of the appointment is subject to terms of the document
provisions being satisfactory to the bank.
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The fees quoted in this schedule apply to services ordinarily rendered
in the administration of an escrow appointment. They are subject to
reasonable adjustment based on final review and acceptance of
documents. Fees can also be adjusted when the escrow agent is called
upon to undertake unusual duties or responsibilities, or as changes in
law, procedures, or the cost of doing business demand. Services in
addition to and not contemplated in the agreement, including but not
limited to document amendments and revisions, nonstandard cash and/or
investment transactions, calculations, notices, and reports will be
billed as extraordinary time charges.
Upon a client's written direction, cash balances will be invested in
any one of the following:
Cash balances may be invested in The One Group(R) Money Market Funds in
which event Bank One will charge a 40 basis point (.004) cash
management fee. The One Group(R) will pay Banc One Investment Advisors
Corporation, an affiliate of BANK ONE, an investment advisory fee as
described in the prospectuses.
Cash balances may be invested in an alternative short-term investment
fund in which event Bank One will charge a 40 basis point (.004) cash
management fee.
The Acceptance Fee and Legal Fees are payable at the transaction
closing. In the event the financing does not close, and both
administration and legal counsel document review has occurred, all
related expenses will be billed. Annual Administration fees cover a
full year in advance, or any part thereof, and thus are not pro-rated
in the year of termination.
In determining the general schedule of fees, Bank One takes into
consideration the various incidental benefits accruing to it from the
operation of the accounts. Collected funds must be on deposit prior to
disbursement of payments. In addition, Bank One has the use of funds
deposited to pay checks that have not yet been presented for payment.
No interest shall be paid to the client on these funds, it being
understood that the float on these funds is considered in the
calculation of our fees. For depository eligible or book entry
securities, fund to pay debt service must be on deposit in sufficient
time to enable compliance with the Same Day Funds Payment Guidelines
promulgated by the securities depositories and the SEC.
THE ONE GROUP IS A FAMILY OF REGISTERED, OPEN-ENDED MUTUAL FUND PORTFOLIOS.
BANC ONE INVESTMENT ADVISORS CORPORATION, AN INDIRECT SUBSIDIARY OF BANK ONE
CORPORATION, SERVES AS INVESTMENT ADVISOR TO THE ONE GROUP FOR WHICH IT
RECEIVES ADVISORY FEES. SHARES OF THE ONE GROUP ARE NOT ENDORSED OR GUARANTEED
BY AND DO NOT CONSTITUTE OBLIGATIONS OF BANK ONE CORPORATION OR ITS AFFILIATES.
INVESTMENTS IN THE ONE GROUP FUNDS INVOLVE INVESTMENT RISK INCLUDING POSSIBLE
LOSS OF PRINCIPAL. SHARES OF THE ONE GROUP ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENTAL AGENCY OR
GOVERNMENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR ANY STATE.
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