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Exhibit (10)(z)
Shareholder Services (Agency) Agreement
between
First Trust Corporation,
The One Group Services Company,
and
One Group Mutual Funds
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SHAREHOLDER SERVICE AGREEMENT
This Shareholder Service Agreement (this "Agreement") is made and
entered into by and between First Trust Corporation ("FTC"), a Colorado
corporation with its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and The One Group Service Company, (the "Distributor")a Delaware
corporation, with its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, and The One Group (the "Fund Company"), a Massachusetts business trust,
with its principal office, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
RECITALS
A. FTC is a duly licensed trust company providing trust, custodial and
other services to individual retirement accounts, qualified retirement plans and
taxable investment accounts (the "Plan(s)"). Some of the Plans contain
provisions that permit or require each participant to direct the investment of
that portion of a Plan's assets that is allocated to such participant's account.
Some of the Plans provide for the delegation of investment authority to
investment managers, co-trustees, or named fiduciaries other than FTC. In no
case does FTC have any investment discretion or authority with respect to any of
the Plans.
B. The Fund Company is a management investment company registered with
the Securities and Exchange Commission under the Investment Company Act of 1940,
as amended.
C. In its capacity as principal distributor, the Distributor has
entered into a plan and agreement with the Fund Company for making payments to
certain persons for shareholder servicing of accounts maintained by FTC and
investing in the Fund Company's shares. The Distributor may enter into a similar
plan and agreement with other mutual fund companies in the future, and such
additional mutual fund companies may be added to this Agreement as provided
below. The investment portfolios of the Fund Company currently identified on
EXHIBIT A and those added to this Agreement in the future are referred to below
individually as the "Fund" and collectively as the "Funds."
D. FTC desires to make the Funds available to the Plans and to provide
shareholder servicing and recordkeeping functions required for purchases and
redemptions of, and dividends paid on account of, the shares of the Funds to be
held by FTC for the benefit of the Plans.
AGREEMENT
1. OPERATING PROCEDURES. The parties agree to open and maintain Fund
accounts, process and settle Fund transactions, process and provide notification
of Fund transfers, and administer Fund distributions in accordance with the
following operating procedures.
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(a) Procedures for Accounts.
(1) The Fund Company will cause the Funds' transfer
agent (the "Transfer Agent) to establish and maintain one or more accounts (the
"Omnibus Account(s)" or the "FTC Omnibus Account(s)") on its books for each Fund
for the Plans. The assets of one or more Plans may be held in any FTC Omnibus
Account. Each FTC 0mnibus Account will be titled in the nominee name of "FTC &
Co., Attention: DATAlynx #___________," and FTC, as trustee or custodian of the
Plans, will be the shareholder of record for each FTC Omnibus Account.
(2) The Fund Company confirms that FTC has the
right to open additional omnibus accounts for each Fund from time to time to
accommodate specific investment, distribution or other options and features, and
to consolidate existing accounts, if and when FTC deems any such action
appropriate to the needs of the Plans serviced by FTC.
(3) FTC reserves the right to issue
instructions by telephone, facsimile ("fax"), or by direct or indirect computer
systems access mutually agreed upon by the parties, to each Fund to move shares
between Omnibus Accounts in a Fund.
(4) The Fund Company agrees to cause the Transfer
Agent to establish and maintain an individual Fund account for any Plan where
FTC and the Fund Company agree that such an account is required in order to make
accessible certain Fund features based on the nature of the Plan. References
hereinafter to "Omnibus Account(s)" and "FTC Omnibus Account(s)" shall be deemed
to include any individual Fund accounts.
(5) The Fund Company agrees to cause each Omnibus
Account opened by FTC to remain open on the books of each Fund regardless of a
lack of activity or share balance, except to the extent FTC takes specific
action to close an Omnibus Account, or to the extent a Fund's prospectus
reserves to the Fund Company the right to close accounts which are inactive. In
the latter instance, the Fund Company will give written notice to FTC at least
thirty days prior to closing any FTC Omnibus Account.
(6) The Fund Company confirms that FTC may open
Omnibus Accounts in a Fund by telephonic advice. In order that FTC may notify
the Transfer Agent concerning the purchase of a Fund's shares for an Omnibus
Account so opened on the same day as such purchase is requested by a Plan, the
Fund Company will provide the Omnibus Account information to FTC and direct the
Transfer Agent to accept purchase notification from FTC on the same day as the
opening of the Omnibus Account is requested by FTC, provided such request is
made by FTC prior to 4:00 P.M. (All times referred to in this Agreement will be
Eastern time.)
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(b) Procedures for Transactions.
(1) The Fund Company confirms that if FTC
notifies the Transfer Agent prior to the close of the regular trading session of
the New York Stock Exchange (normally 4:00 P.M.) on any business day concerning
the purchase of a Fund's shares, the purchase will be effected on such business
day, and that if FTC notifies the Transfer Agent after the close of the regular
trading session of the New York Stock Exchange (normally 4:00 P.M.) on any
business day concerning the purchase of a Fund's shares, the purchase will be
effected on the next business day. Purchases will be paid for in Federal Funds
at prices equal to net asset value. FTC will make reasonable efforts to ensure
that payment is wired to the Transfer Agent prior to 4:00 P.M. on the next
business day following the effective date of the purchase.
(2) The Fund Company confirms that if FTC
notifies the Transfer Agent prior to the close of the regular trading session of
the New York Stock Exchange (normally 4:00 P.M.) on any business day concerning
the redemption of a Fund's shares, the redemption will be effected on such
business day, and that if FTC notifies the Transfer Agent after the close of the
regular trading session of the New York Stock Exchange (normally 4:00 P.M.) on
any business day concerning the redemption of a Fund's shares, the redemption
will be effected on the next business day. The Fund Company confirms that the
Transfer Agent will make reasonable efforts to ensure that Federal Funds
representing redemption proceeds are wired to FTC no later than 2:00 P.M. on the
next business day following the effective date of the redemption, subject to the
Fund company's right to delay or suspend redemptions to all its shareholders
pursuant to its prospectus and to provisions of the Investment Company Act of
1940.
(3) The Fund Company confirms that FTC may make
orders for the purchase or redemption of shares of a Fund by telephonic advice.
(4) The Fund Company hereby acknowledges, and will
cause each Fund to acknowledge, that each Plan which is the named owner of Fund
shares held in an FTC Omnibus Account is a "shareholder" of such shares:
(i) Within the meaning of Rule 18f-1 under
the Investment Company Act of 1940 and such Fund's election on Form N-18F-1. For
purposes of complying with Rule 18f-1, in the event of a redemption in kind, FTC
agrees to supply the Fund, upon request, the name or account number, the number
of shares and other relevant information for each of the Plans which are owners
of the Fund shares held in an FTC Omnibus Account.
(ii) For purposes of the parameters which
govern the Fund Company's acceptance of transactions as disclosed in the Fund's
prospectus or otherwise the subject of prior written notification to FTC by the
Fund Company or the Fund(s). Such Fund
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parameters may include, among others, minimum or maximum purchase or liquidation
amounts. FTC agrees to maintain and enforce at the Plan level the Fund
parameters listed in EXHIBIT 1(B)(4)(II) to this Agreement, and the Fund Company
will not cancel or otherwise reject, and agrees to direct each Fund not to
cancel or otherwise reject, any transaction requested by FTC except when such
Fund is canceling or rejecting similar transactions from other sources due to
these parameters as broadly and equitably applied. The Fund Company agrees to
cause the same day notification of the rejection or cancellation of any Fund
purchase or redemption requested by FTC.
(5) The parties agree that the cost of each Fed Funds
wire transfer is the sole responsibility of the party sending the wire. The
parties further agree that the interest cost associated with any delayed wire is
the sole responsibility of the party sending the wire.
(6) In the event that a Fund cannot verify redemption
proceeds due to system problems or other unforeseen circumstances, the Fund
Company will settle trades and forward redemption proceeds in accordance with
this agreement based on the information supplied by FTC.
(7) FTC will maintain separate accounting and
recordkeeping for each of the Plans, and will allocate on its records the number
of Fund shares purchased, accrued as dividends and redeemed, and any cash
dividends or distributions paid on account of the shares of each Fund, for each
of the Plans. FTC will reconcile the amounts posted to each Plan with the
amounts recorded on the Transfer Agent's records for each Fund for each
respective FTC Omnibus Account on a monthly basis.
(8) The Fund Company agrees to notify FTC in writing
regarding the closing of any Fund by its Board of Directors to initial purchases
promptly upon receipt of such information from the Fund. FTC will maintain
records at the Plan level to limit the purchase of any such Fund on and after
the effective date of such closing to Plans which are shareholders of the Fund
at the time of the purchase request or to Plans which otherwise qualify to
purchase shares of the Fund under other circumstances authorized by the Fund.
Subsequent to its receipt of proper notice, FTC agrees to indemnify and hold
harmless the Fund Company and the Fund from any loss, expense or cost associated
with the cancellation of any purchase order executed in violation of this
section. The Fund Company agrees to cause the processing of all purchase orders
requested by FTC for any Fund closed to initial purchases.
(9) The Fund Company will notify FTC in writing
regarding the closing or suspension of the availability of any Fund by its Board
of Directors to all purchases promptly upon receipt of such information from the
Fund. FTC agrees not to process purchase orders in closed Funds as to which it
has been so notified.
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(10) The Fund Company will be responsible under this
Agreement for the servicing of the respective FTC Omnibus Accounts and will have
no responsibility for the servicing of the Plans. FTC will provide recordkeeping
services to the Plans. The foregoing obligations of the parties are more
particularly described on EXHIBIT 1(b)(11), which is made a part of this
Agreement.
(c) Procedures for Transfers.
(1) The Fund Company agrees to cause each Fund to
transfer shares from direct mutual fund, street name broker, and other Fund
accounts to the designated FTC Omnibus Account on the books of the Fund. For the
purpose of expediting transfers, each Fund will accept a facsimile (fax) list
from FTC of the accounts to be transferred. FTC represents that it has in hand
the appropriate and effective authorization to direct each transfer so
requested. FTC agrees to indemnify the Fund Company and each Fund for their
performance in accord with the instructions received from FTC. Each Fund will
process the transfer requests into the FTC Omnibus Account, and not create or
transfer into separate accounts registered in the name of FTC for the benefit of
individual shareholders or account owners. Copies of transfer forms will be
forwarded by FTC to the Fund as requested by the Fund for recordkeeping
purposes.
(2) The Fund Company agrees to cause each Fund to
notify FTC via fax or direct or indirect computer systems access mutually agreed
upon by the parties (if any) of the completion of each transfer in or out of
each FTC Omnibus Account no later than one business day after the day it occurs.
Such transfer notification shall include the date, number of shares,
registration, account number and type, and accrued dividends (where the transfer
is processed after record data but before payable date).
(d) Procedures for Income, Capital Gain and Other
Distributions.
(1) The Fund Company shall provide or cause each Fund
or Transfer Agent to provide FTC with each Fund's distribution information, via
direct or indirect computer systems access mutually agreed upon by the parties
(if any) or fax, in a timely manner in order to enable FTC to administer income,
capital gain, or other distributions (the "distribution") to the Plans on or as
close to declaration date as practicable, including:
(i) The record date, ex-date and payable
date of the Fund distribution as soon as practicable after it is announced, but
in no case later than three (3) days prior to record date;
(ii) The record date share balance in the
Omnibus Account and the distribution rate per share and the total dollar
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amount of the distribution, on the first business day after record date;
(iii) The reinvest price per share and share
amount purchased for reinvestment as soon as each is available; and
(iv) Any other standard distribution
information requested by FTC within a reasonable time period.
(2) The Fund Company agrees to cause the appropriate
Fund parties to assist FTC in the administration of reinvested trailing
distributions attributable to shares previously liquidated. FTC will notify the
Transfer Agent, prior to 9:00 A.M. on the next business day after FTC's receipt
of notification of the reinvest price per share described in subsection
(d)(1)(iii) above, of the aggregate number of Fund shares purchased as a result
of the reinvestment of the distribution as to which the purchase must be voided
in order to administer trailing distributions. The Fund Company confirms that
the Transfer Agent will wire all distribution proceeds resulting from voided
reinvestment under this section in a separate wire from the redemption proceeds
wire described in section l(b)(2) above to FTC on the business day following the
date the Fund administers the notification to void received from FTC. Such wires
should be sent to:
Norwest Bank Colorado, N.A.
Denver, Colorado
ABA# ▇▇▇▇▇▇▇▇▇
Credit: FTC DATAlynx W/1 Account
Account # ▇▇▇▇▇▇▇▇▇▇
Reference: Trailing distribution payable
(insert payable date and name of Fund)
(3) In the event FTC maintains with a Fund Omnibus
Accounts for the payment of distributions in cash, the Fund Company will cause
the Transfer Agent to wire any cash distribution from the Fund to FTC on payable
date per the instructions in (2) above.
(4) For annual tax reporting purposes, the Fund
Company shall cause the Transfer Agent or Fund to inform FTC, promptly upon the
availability of such information, by fax or direct or indirect computer systems
access mutually agreed upon by the parties (if any), of any portion of each
Fund's distributions that comprise foreign source income, return of capital, or
tax exempt income by state of origin.
2. SHAREHOLDER SERVICE FEES. For the shareholder services
provided by FTC under this Agreement, the Distributor will pay or cause to be
paid to FTC a quarterly service fee equal on an annual basis to .25 % (0.0625%
per quarter) of the average daily net asset value of the shares of Fund which
are owned beneficially by the Plans during such period. FTC will provide the
Fund Company with an invoice for the quarterly service fee, showing the
calculation used to arrive
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at the amount due, within five (5) days of the end of the calendar quarter. Such
fees will be paid or cause to be paid by the Distributor to FTC by check or wire
transfer no later than fifteen (15) days following the end of the calendar
quarter in which they accrue.
3. REPORTING OF TRANSACTIONS. The Fund Company will furnish,
or cause to be furnished, to FTC:
(a) on a transaction-by-transaction basis,
a statement that will set forth for each FTC Omnibus Account the number of
shares purchased or redeemed, the beginning and ending share balances, and the
net asset value per share. The Fund Company will mail or otherwise transmit such
statement to FTC no later than the business day next following the transaction
being reported.
(b) as to each Fund and prior to 8:00 P.M.
on every business day, notification to FTC as to such Fund's closing net asset
value and public offering price (if applicable) for that day via fax or direct
or indirect computer systems access mutually agreed upon by the parties (if
any).
(c) on a daily basis for each Fund that
pays daily dividends, the following record date information for the previous
business day; Omnibus Account share balance, daily rate, Omnibus Account accrual
dividend amount for that day, and Omnibus Account accrual dividend amount for
the period-to-date. FTC will maintain accurate records as to the accrual start
and stop parameters for each Fund based upon information supplied by the Fund
Company. The Fund Company agrees to supply such information to FTC at the
inception of this agreement and as needed thereafter to keep FTC's records
current and accurate.
4. SHAREHOLDER COMMUNICATIONS. FTC will cause the mailing to
the Plans of all currently effective prospectuses of the Fund, proxy materials
(including notices, proxy statements and forms of proxies), reports and other
communications which must be furnished by law to shareholders, in accordance
with the procedures set forth on EXHIBIT 1(B)(11). Upon FTC's request, the Fund
Company will provide FTC with sufficient copies of any requested communications
to ensure FTC is able to fulfill its obligations as described in this Section 4.
4A. RECORDS AND REPORTING.
All customary business records maintained by
FTC pertaining to the Plans and transactions made on behalf of the plans shall
be made available to the Fund Company. Upon the reasonable request of the Fund
Company, the Transfer Agent, or the independent accountants for the Fund
Company, and at the Fund Company's sole expense, FTC will promptly provide
copies of (i) historical records relating to transactions involving the Fund
Company and Plans; (ii) written communications regarding the Fund Company to or
from Plans; (iii) and other materials relating to the provision of services by
FTC
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under this Agreement. Subject to Section 13 of this Agreement, FTC will comply
with any reasonable request for such information and documents made by the Fund
Company or its Board of Trustees or any governmental body or self-regulatory
organization governing FTC.
FTC agrees that, with respect to the Plans
for which it is providing services under this Agreement, FTC will permit the
Fund Company, the Transfer Agent, or their representatives, to have reasonable
access to its personnel and records in order to facilitate the monitoring of the
quality of the services provided by FTC. Notwithstanding anything herein to the
contrary, FTC shall not be required to provide the names and addresses of
participants to the Transfer Agent or the Fund Company, unless applicable law or
regulation otherwise requires.
5. COORDINATION OF OPERATIONS. The Fund Company will cause appropriate
personnel to be made available, as may be reasonably requested by FTC, to
consult with FTC in coordinating operations pursuant to this Agreement.
6. STATUS OF FTC. The parties acknowledge and agree that the services
provided by FTC are recordkeeping and related services only and are not the
services of an underwriter or a principal underwriter of the Funds within the
meaning of the Securities Act of 1933 as amended or the Investment Company Act
of 1940 as amended. This Agreement does not grant FTC any right to purchase
shares from the Funds, nor does it constitute FTC an agent of the Funds, the
Distributor or the Fund Company, for purposes of selling shares of the Funds to
any dealer or to the public, or for any other purposes. To the extent FTC enters
any purchase or redemption order for an FTC Omnibus Account, such purchase or
redemption order will be made by FTC (a) as agent of each of the Plans whose
shares are the subject of such purchase or redemption order, and (b) pursuant to
instructions from the account owner, participant, named fiduciary entity or any
other person with investment discretion and authority for the assets that are
the subject of the transaction.
7. AMENDMENTS. Any amendment to this Agreement will be valid only if in
writing and signed by the parties. The parties agree that Funds may be deleted
from and additional Funds may be added to this Agreement (and thus would become
"Funds" for purposes of this Agreement), whenever the parties sign an addendum
that identifies such Funds, at which time this Agreement will be deemed to have
been so amended without further action by the parties.
8. TERMINATION WITHOUT CAUSE. Any party to this Agreement will have the
right to terminate this Agreement for any reason upon 60 days' written notice to
the other parties, without any liability arising by reason of such termination.
9. TERMINATION UPON BREACH. Upon any breach of this
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Agreement by FTC, the Fund Company or the Distributor may terminate this
Agreement upon 10 days' written notice to FTC. Upon any breach of this
Agreement by the Fund Company or the Distributor, FTC may terminate this
Agreement at any time upon 10 day's written notice to the Fund Company.
10. RESOLUTION OF DISPUTES. All disputes arising out of or in
connection with this Agreement (except disputes concerning the Fund Company's
use of FTC proprietary information described in Section 13) will be settled by
arbitration, to be conducted pursuant to the rules of the American Arbitration
Association. All arbitration proceedings will take place only in Denver,
Colorado. To the extent not preempted by federal law, Colorado statutory law
(including without limitation the statutes governing the award of damages and
arbitration) and Colorado common law will control during arbitration. The
parties waive any right either of them may have to institute or conduct
litigation or arbitration in any other forum or location, or before any other
body, except that FTC expressly reserves the rights granted to it in Section 13.
Arbitration is final and binding on the parties. An award rendered by the
arbitrator(s) may be entered in any court having jurisdiction over the pertinent
party. The prevailing party in any arbitration, or in any judicial proceeding
relating to the rights of FTC under Section 13, will be entitled to reasonable
attorneys' fees and costs.
11. INDEMNIFICATION OBLIGATIONS. FTC agrees to indemnify and hold
harmless the Fund Company and the Distributor from any loss, expense, cost,
liability or damage (including reasonable attorneys fees) which may be suffered
by either of them as a result of any breach of this Agreement by FTC or arising
from any negligent act or omission of FTC in the performance of its duties under
this Agreement. The Fund Company and Distributor agree to indemnify and hold
harmless FTC from any loss, expense, cost, liability or damage (including
reasonable attorneys fees) which may be suffered by it as a result of any breach
of this Agreement by the Fund Company or the Distributor or arising from any
negligent act or omission of the Fund Company in the performance of its duties
under this Agreement.
12. INDEMNIFICATION PROCEDURES. If a person receives notice of the
commencement of any action, suit, or proceeding (an "Action") or notice that any
Action may be commenced, and if the person receiving the notice (the
"indemnified person") desires to be indemnified by a party under this Agreement
(the "indemnifying party"), the indemnified person will give notice to the
indemnifying party of the commencement of the Action or of the possibility that
an Action will be commenced. Any omission to notify an indemnifying party will
not relieve the indemnifying party from any liability which it may have under
this Agreement, except to the extent the failure to notify the indemnifying
party prejudices the rights of the indemnifying party. The indemnified person
will be entitled, at the sole expense and liability of the indemnifying party,
to exercise full control of the defense, compromise or settlement of any such
Action unless the indemnifying
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party, within a reasonable time after the giving of such notice by the
indemnified person, (1) admits in writing to the indemnified person the
indemnifying party's duty to indemnify the indemnified person for such Action
under the terms of this Section, (2) notifies the indemnified person in writing
of the indemnifying party's intention to assume such defense, (3) provides
evidence reasonably satisfactory to the indemnified person as to the
indemnifying party's ability to pay the amount, if any, for which the
indemnified person may be liable as a result of such Action, and (4) retains
legal counsel reasonably satisfactory to the indemnified person to conduct the
defense of such Action. The other person will cooperate with the person assuming
the defense, compromise or settlement of any Action in accordance with this
Agreement in any manner that such person reasonably may request. If the
indemnifying party so assumes the defense of any such Action, the indemnified
person will have the right to employ a separate counsel and to participate in
(but not control) the defense, compromise or settlement of the Action, but the
fees and expenses of such counsel will be at the expense of the indemnified
person unless (a) the indemnifying party has agreed to pay such fees and
expenses, (b) any relief other than the payment of money damages is sought
against the indemnified person, or (c) the indemnified person has been advised
by its counsel that there may be one or more defenses available to it which are
different from or additional to those available to the indemnifying party and
that a conflict of interest therefore exists, and in any such case that portion
of the fees and expenses of such separate counsel that are reasonably related to
matters covered by the indemnity provided in this Section will be paid by the
indemnifying party. No indemnified person will settle or compromise any such
Action for which it is entitled to indemnification under this Agreement without
the prior written consent of the indemnifying party, unless the indemnifying
party has failed, after reasonable notice, to undertake control of such Action
in the manner provided in this Section. No indemnifying party will settle or
compromise any such Action in which any relief other than the payment of money
damages is sought against any indemnified person without the consent of the
indemnified person, such consent not to be unreasonably withheld.
13. CONFIDENTIALITY OF INFORMATION. The Fund Company and the
Distributor recognize that the information provided to them or to be provided to
either of them under this Agreement relating to the Plans (including the names
and addresses of the participants, the account numbers of the Plans, and any
similar information) is the proprietary information of FTC and agrees to keep
such information confidential and to prevent the use of such information by
others, except to the extent it is required by law to disclose such information.
Prior to disclosing any such information to any person in accordance with a
requirement of law, the Fund Company will redact such information to the
greatest extent permissible under law and will provide FTC with a reasonable
opportunity to appear in any judicial, administrative or arbitration proceeding
or investigation to contest the disclosure of such information. The Fund Company
and the Distributor also agrees not
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to use such information for their benefit or the benefit of any of their
affiliates, directly or indirectly. The obligations of the Fund Company and the
Distributor under this Section 13 will apply during the term of this Agreement
and for a period of five (5) years after the date this Agreement is terminated,
for whatever reason. Because a violation of the duties of the Fund Company and
the Distributor under this Section 13 could cause irreparable injury to FTC and
could cause injury to FTC which may not be measurable in money damages, the Fund
Company and the Distributor agree that FTC will be entitled to obtain injunctive
relief against the Fund Company and/or the Distributor for any violation of such
duties, without prejudicing FTC's right to obtain money damages.
14. INTEREST ON AMOUNTS DUE. Any amount due under this Agreement from
one party to another party will bear interest, from the date such amount is due
until such payment is made, at a rate equal to the "prime rate," as published
from time to time by THE WALL STREET JOURNAL.
15. PRIOR AGREEMENTS. This Agreement supersedes all proposals, prior
communications, advertising, representations, warranties and promises, whether
oral or written, relating to the subject matter of this Agreement.
16. ASSIGNMENT. This Agreement may be assigned by a party only with the
written consent of the other parties.
17. SEPARABILITY. If any provision of this Agreement is deemed to be in
violation of law or is unenforceable, the remainder of this Agreement with such
provision omitted will remain in full force and effect.
18. COMPLIANCE WITH LAWS. Each party agrees to abide by all applicable
federal and state laws and regulations in connection with the performance of its
obligations under this Agreement.
19. SURVIVAL OF OBLIGATIONS. The representations and warranties of the
parties and all obligations and responsibilities of the parties under this
Agreement, including all payment obligations, as to periods through the date
this Agreement is terminated, will survive the termination of this Agreement.
Without limiting the foregoing, the provisions of Sections 10, 11, 12, 13, and
14 will continue to apply after termination of this Agreement.
20. NOTICES. Except as otherwise provided in this Agreement, all
notices given under this Agreement will be given only by delivery in person, by
deposit in the United States mails, using certified mail, by commercial
overnight delivery service, or by facsimile transmission (with machine
confirmation) or electronic mail. All notices will be in writing and addressed
to the party at the address set forth in the first paragraph of this Agreement
(unless a party specifies by a written notice to the other party that a
different address should be
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used). Notices will be deemed delivered when delivered in person or, if mailed
by certified mail, on the third business day after the date of deposit into the
United States mails, and upon receipt, if by commercial overnight delivery
service. Facsimile transmission and electronic mail will be deemed received the
same day as sent.
21. EFFECTIVE DATE. This Agreement will be effective on the date it is
accepted and executed by FTC.
22. GOVERNING LAW. This Agreement will be construed by and governed in
accordance with the laws of the State of Colorado.
23. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. The Fund
Company is a Massachusetts business trust organized and existing under a
Declaration of Trust dated May 23, 1985, as amended. It is expressly agreed that
the obligations of the Fund Company hereunder shall not be binding upon any of
the Trustees, shareholder, nominees, officers, agents or employees of the Fund
Company personally, but shall bind only the trust property of the Fund Company.
The execution and delivery of this Agreement has been authorized by the
Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Fund Company, acting as such, and neither such authorization by
the Trustees nor such execution and delivery by such officer shall be deemed to
have been by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Fund Company as
provided in the Fund Company's Declaration of Trust.
THE ONE GROUP SERVICES COMPANY (Distributor)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Its: Vice President
--------------------------------
Date: April 13, 1999
--------------------------------
THE ONE GROUP (Fund company)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Its: President
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Date: April 13, 1999
--------------------------------
Accepted by:
FIRST TRUST CORPORATION (FTC)
By: /s/ ▇▇▇▇▇▇ Radmere Ratkai
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Its: Vice President Compliance
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Date: May 11, 1999
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EXHIBIT A
TO SHAREHOLDER SERVICE AGREEMENT
INVESTMENT PORTFOLIOS OF THE ONE GROUP
Fund Name Cusip Ticker Symbol Trading Cutoff Time
--------- ----- ------------- -------------------
1.SMALL CAPITALIZATION 681939823 OGGF 4:00 PM EST
2.INVESTOR GROWTH 681939658 ONIFX 4:00 PM EST
3.INVESTOR GROWTH & INCOME 681939583 ONGFX 4:00 PM EST
4.INVESTOR CONSERV GROWTH 681939625 ONCFX 4:00 PM EST
5.INVESTOR BALANCED 681939559 OIBFX 4:00 PM EST
6.INTERMEDIATE BOND 681937272 SEIFX 4:00 PM EST
7.INCOME BOND 681937660 HLIPX 4:00 PM EST
8.INTER TAX FREE BOND 681937595 HLTIX 4:00 PM EST
9.MUNICIPAL INCOME 681937439 HLTAX 4:00 PM EST
10.ARIZONA MUNICIPAL BOND 681939724 OGAFX 4:00 PM EST
11.WEST VA MUNI BOND 681939682 OGWFX 4:00 PM EST
12 LOUISIANA MUNI BOND 681939757 OGLFX 4:00 PM EST
13.OHIO MUNI BOND 681937850 HLOMX 4:00 PM EST
14.KENTUCKY MUNI BOND 681937389 TRKMX 4:00 PM EST
▇▇.▇▇▇▇▇ MONEY MARKET 681937405 HLPXX 4:00 PM EST
16.MUNI MONEY MARKET 681937702 OGOXX 4:00 PM EST
▇▇.▇▇ TREAS SEC MM 681937108 HGOXX 4:00 PM EST
18.ASSET ALLOCATION 681937488 HLBAX 4:00 PM EST
19.LARGE COMPANY GROWTH 681937256 SEEGX 4:00 PM EST
20.LARGE COMPANY VALUE 681937884 HLQVX 4:00 PM EST
21.GROWTH OPPORTUNITIES 681937736 HLGEX 4:00 PM EST
22.INTERN'L EQUITY INDEX 681937579 OIEAX 4:00 PM EST
23.DISCIPLINED VALUE 681937769 HLDEX 4:00 PM EST
24.INCOME EQUITY 681937793 HLIEX 4:00 PM EST
25.VALUE GROWTH 681939781 OGVFX 4:00 PM EST
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EXHIBIT 1(b)(4)(ii)
to Shareholder Service Agreement
Fund Parameters at Plan Level
Fund Name Parameter(s)
--------- ------------
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
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EXHIBIT 1(b)(11)
to SHAREHOLDER SERVICE AGREEMENT
REGISTRAR, TRANSFER AGENT AND
RECORDKEEPING SERVICES
A. Registrar and Transfer Agency Functions Provided by the Company
1. Process purchases, redemptions and exchanges of Fund shares in
accordance with instructions received from FTC.
2. Provide to FTC one Fund statement for each FTC Omnibus Account
as described in Section 3 of the Agreement.
3. Provide daily pricing, dividend reinvestment and capital gain
information for each FTC Omnibus Account.
4. Assist FTC in resolving any account discrepancies between FTC
and the Fund.
B. Recordkeeping and Shareholder Servicing Functions Provided by FTC
1. Provide sub-accounting services in accordance with Section
l(b)(8) of the Agreement.
2. Timely cause the mailing of Fund prospectuses, proxies and
related information to those Plans identified by FTC and in
accordance with Section 4 of the Agreement.
3. Assist in processing purchase and redemption transactions;
changing dividend options, account designations and addresses;
and establishment and maintenance of Plan accounts and
records.
4. Provide additional services to the Plans as required in the
separate ▇▇▇ account, custodial account or service agreement
between FTC and each taxable investment account owner or plan
employer, as they may be amended from time to time.
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