Exhibit (e)(12)
Form of Mutual Fund Sales and Service Agreement dated as of April 1, 2002
between American Express Financial Advisors Inc., One Group Dealer Services,
Inc. and One Group Administrative Services, Inc.
ONE GROUP DEALER SERVICES, INC.
MUTUAL FUND SALES AND SERVICE AGREEMENT
This Agreement is entered into among the financial institution executing this
Agreement ("Financial Institution"), One Group Dealer Services, Inc. ("OGDS")
and One Group Administrative Services, Inc. ("OGA"), with respect to those
series of One Group Mutual Funds ("One Group") listed in Exhibit A hereto (each
series referred to individually as a "Fund" and collectively as the "Funds") for
whose shares of beneficial interest ("Shares") OGDS serves as Distributor and
for whom OGDS provides or coordinates shareholder services.
A. Financial Institution.
1. Status of Financial Institution as Registered Broker-Dealer or "Bank".
(a) Financial Institution represents and warrants to OGDS:
(i) That it is a broker or dealer as defined in Section 3(a)(4)
or 3(a)(5) of the Securities Exchange Act of 1934 ("Exchange
Act"); that it is registered with the Securities and Exchange
Commission ("SEC") pursuant to Section 15 of the Exchange
Act; that it is a member of the National Association of
Securities Dealers, Inc. ("NASD") or, in the alternative,
that it is a foreign dealer not eligible for membership in
the NASD but nevertheless agrees to abide by all the rules
and regulations of the SEC and the NASD which are binding
upon underwriters and dealers in the distribution of
securities of open-end investment companies; that its
customers' accounts are insured by the Securities Investors
Protection Corporation ("SIPC"); and that, during the term of
this Agreement, it will abide by all of the rules and
regulations of the NASD including, without limitation, the
NASD Conduct Rules. Financial Institution agrees to notify
OGDS in a timely manner in the event of (1) the termination
of its coverage by the SIPC; (2) its expulsion or suspension
from the NASD, or (3) its being found to have violated any
applicable federal or state law, rule or regulation arising
out of its activities as a broker-dealer or in connection
with this Agreement, or which may otherwise affect in any
material way its ability to act in accordance with the terms
of this Agreement. Financial Institution's expulsion from the
NASD will automatically terminate this Agreement immediately
without notice. Suspension of Financial Institution from the
NASD for violation of any applicable federal or state law,
rule or regulation will terminate this Agreement effective
immediately upon OGDS' written notice of termination to
Financial Institution;
(b) That Financial Institution is registered with the appropriate
securities authorities in all states, territories and jurisdictions
in which its activities related to this Agreement make such
registration necessary.
2. Financial Institution Acts as Agent for its Customers.
The parties agree that in each transaction in the Shares of any Fund and
with regard to any services rendered pursuant to this Agreement:
(a) Financial Institution is acting as agent for the customer;
(b) The customer is for all purposes the customer of Financial
Institution;
(c) Each transaction is initiated solely upon the order of the customer;
(d) As between Financial Institution and its customer, the customer will
have full beneficial ownership of all Shares of the Funds;
(e) Each transaction shall be for the account of the customer and not
for Financial Institution's account; and
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(f) Each transaction shall be without recourse to Financial Institution
provided that Financial Institution acts in accordance with the terms
of this Agreement.
Financial Institution will offer and sell the Shares of the Funds only in
accordance with the terms and conditions of the applicable current
Prospectus and Statement of Additional Information ("SAI") and will only
make representations included in said Prospectus or SAI or in any
authorized supplemental material supplied by OGDS. Financial Institution
shall not have any authority in any transaction to act as agent for OGDS or
One Group. Except as particularly stated in this Agreement, neither OGDS,
OGA nor One Group shall have the authority to act on behalf of Financial
Institution or to incur any cost or liability on behalf of Financial
Institution.
3. OGDS.
OGDS shall be responsible for and shall have liability with respect to (i)
the compliance with all applicable laws, rules and regulations of any
prospectus, Statement of Additional Information, registration statement,
annual or periodic report, proxy statement, brochure or any other item of
marketing material of or relating to One Group; (ii) the registration,
qualification or notification of any shares of One Group under all federal
and applicable state laws; (iii) the filing with the NASD of any
advertising or sales literature provided Financial Institution; (iv) the
compliance by OGDS, One Group and each "affiliated person" (as that term is
defined in the rules under the Investment Company Act of 1940) with
applicable federal and state law; provided, however, that the same shall
not apply to the extent that any failure to comply is caused by Financial
Institution's failure to comply with any of the applicable foregoing laws,
rules or regulations or its material breach of this Agreement.
OGDS represents and warrants to Financial Institution as follows: (i) OGDS
is duly authorized and empowered to execute and deliver this Agreement;
(ii) OGDS is, and will continue to be, a member in good standing of the
NASD and will comply with its rules; (iii) OGDS is, and will continue to
be, registered with the SEC; (iv) One Group is, and will continue to be,
registered as an investment company under the Investment Company Act of
1940; (v) shares of One Group are, and will continue to be, registered
under the Securities Act of 1933; (vi) OGDS and One Group will comply with
all applicable federal and state laws, rulings, administrative rules, and
orders; and (vii) any prospectus, Statement of Additional Information,
registration statement, annual and periodic report, proxy statement,
brochure and any other item of advertising or marketing material relating
to One Group shall be in compliance with all applicable laws, rulings,
administrative rules and orders.
B. Sales of Fund Shares.
1. Execution of Orders for Purchase and Redemption of Shares.
(a) All orders for the purchase of any Shares shall be executed at the
then-current public offering price per share (i.e., the net asset value
per share plus the applicable initial sales load, if any) and all
orders for the redemption of any Shares shall be executed at the net
asset value per share, in each case as described in the applicable Fund
prospectus. Any applicable deferred sales charges (contingent or
otherwise), redemption fee, or similar charge or fee will be deducted
by One Group prior to the transmission of the redemption proceeds to
Financial Institution or its customer. OGDS and One Group reserve the
right to reject any purchase request in their sole discretion.
The procedures relating to all orders will be subject to the terms of
the prospectus of each Fund and OGDS' written instructions to Financial
Institution from time to time. Specifically,
(i) orders to purchase and redeem shares received by Financial
Institution prior to the close of trading on the New York Stock
Exchange (generally, 4:00 p.m., Eastern Time ("ET")) ("Market
Close") on any day that a Fund is open for business ("Day 1")
will be electronically transmitted to One Group by 8:00 a.m., ET
on the next day that the Fund is open for business ("Day 2")(such
orders are referred to as "Day 1 Trades"); and
(ii) orders to purchase and redeem shares received by Financial
Institution after the Market Close on Day 1, but prior to the
Market Close on Day 2 ("Day 2 Trades") will be electronically
transmitted to One Group on the second day that a Fund is open
for business following Day 1.
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(iii) If the Financial Institution cannot electronically transmit Day 1
Trades by 8:00 a.m. on Day 2, Financial Institution will transmit
such orders by facsimile prior to the beginning of trading on the
New York Stock Exchange (generally 9:30 a.m ET) ("Market Open")
on Day 2.
(b) Day 1 Trades will be effected at the NAV calculated as of the Market
Close on Day 1and Day 2 Trades will be effected at the NAV calculated
as of the Market Close on Day 2. One Group agrees that, consistent with
the foregoing, Day 1 Trades will have been received by One Group prior
to the Market Close on Day 1 for all purposes, including, without
limitation, effecting distributions.
(c) Payments for Shares shall be made as specified in the applicable Fund
prospectus, (i.e., by wire directly to State Street Bank and Trust
Company, One Group's transfer agent). If payment for any purchase order
is not received in accordance with the terms of the applicable Fund
prospectus, OGDS reserves the right, without notice, to cancel the sale
and to hold Financial Institution responsible for any loss sustained as
a result thereof, including loss of profit.
2. Initial Sales Loads Payable to Financial Institution.
(a) On each order accepted by OGDS, in exchange for the performance of
sales and/or distribution services, Financial Institution will be
entitled to receive the applicable percentage of the initial sales
load, if any, as established by OGDS from the amount paid by Financial
Institution's customer. The initial sales loads for any Fund shall be
those set forth in the Fund's prospectus. The portion of the initial
sales load payable to Financial Institution may be changed at any time,
at OGDS' sole discretion, upon written notice to Financial Institution.
(b) Transactions may be settled by Financial Institution: (i) by payment of
the full purchase price less an amount equal to Financial Institution's
applicable percentage of the initial sales load, or (ii) by payment of
the full purchase price, in which case Financial Institution shall
receive, not less frequently than monthly, the aggregate fees due to it
on orders received and settled.
(c) It shall be the obligation of the Financial Institution to either (i)
assess the appropriate initial sales load for each transaction and to
forward the public offering price, net of the amount of the initial
sales load to be reallocated to the Financial Institution, to the
appropriate Fund, or (ii) to provide OGDS with all necessary
information regarding the application of the appropriate initial sales
load to each transaction.
(d) In the event that Financial Institution notifies OGDS in writing that
Financial Institution elects to waive such initial sales load, and if
the Funds' prospectus permits such waiver, such initial sales load will
not be assessed on the transaction. Neither the Fund nor OGDS shall
have any responsibility to correct the payment or assessment of an
incorrect initial sales load due to the failure of the Financial
Institution to fulfill the foregoing obligation.
3. Contingent Deferred Sales Charges and Advance Commissions Payable to
Financial Institution.
(a) Upon the purchase of certain Shares, as described in the applicable
prospectuses, OGDS will pay Financial Institution an advance commission
as published in the Fund's current prospectus. This amount is not to be
considered an initial sales load and should not be deducted from the
public offering price of the Shares which shall be forwarded to the
Fund. Generally, a contingent deferred sales charge ("CDSC") will be
assessed upon the redemption of Shares with regard to which an advance
commission is paid by OGDS.
(b) To receive advance commissions from OGDS on Shares that are subject to
a CDSC, Financial Institution must open investor accounts with the Fund
on a fully disclosed basis or be able to account for share ownership
periods used in calculating the CDSC.
(c) In the event that Financial Institution notifies OGDS in writing that
Financial Institution elects to waive such advance commission, and if
the Fund's prospectus permits such a waiver, the advance commission
will not be paid and the CDSC will not be charged upon the redemption
of the relevant Shares. Neither the Fund nor OGDS shall have any
responsibility to correct the assessment of an incorrect CDSC due to
the failure of the Financial Institution to fulfill the foregoing
obligation.
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C. Distribution Services.
1. Agreement to Provide Distribution Services.
(a) With regard to those Funds noted on Exhibit A which pay asset-based
sales charges under Distribution and Shareholder Services Plans adopted
pursuant to Rule 12b-1 under The Investment Company Act of 1940, as
amended ("Rule 12b-1 Fees"), OGDS hereby appoints Financial Institution
to render or cause to be rendered distribution and sales services to
the Funds and their shareholders.
(b) The services to be provided under sub-section (a) may include, but are
not limited to, the following:
(i) Assisting OGDS in marketing shares of the Funds to Financial
Institution's prospective and existing customers;
(ii) Aggregating and processing purchase and redemption requests
for Shares from customers and placing net purchase and
redemption orders with the Funds or their transfer agent;
(iii) Providing periodic information to customers about their
holdings in the Funds;
(iv) Arranging for bank wires and federal funds wires to and from
customers' accounts;
(v) Responding to questions about the Funds from customers and
potential customers;
(vi) Processing dividend payments;
(vii) Assisting customers in changing dividend options, account
designations, and addresses;
(viii) Where required by law, forwarding Fund shareholder
communications (such as proxies, shareholder reports, annual
and semi-annual financial statements, and dividend,
distribution and tax notices) to Customers; and
(ix) Providing other similar services as OGDS may reasonably
request to the extent permitted under applicable laws or
regulations.
(c) In addition, Rule 12b-1 Fees may be reduced or eliminated at any time
if the Distribution and Shareholder Services Plans under which the fees
are paid are materially amended or terminated either by the Board of
Trustees of One Group or by vote of a majority of the outstanding
shares of a Fund. OGDS will have no obligation to pay Financial
Institution any Rule 12b-1 Fees with respect to any period after the
date, if any, (i) on which OGDS ceases to be the Distributor for the
Funds, (ii) the ongoing payment OGDS receives from the Funds is
eliminated or reduced, or (iii) Financial Institution ceases to provide
the services contemplated in this Agreement.
2. Asset-Based Sales Loads Payable to Financial Institution.
During the term of this Agreement, OGDS will pay Financial Institution Rule
12b-1 Fees for each Fund as set forth in the Fund's current prospectus. For
the payment period in which this Agreement becomes effective, there shall
be an appropriate pro-ration of the fee on the basis of the number of days
that this Agreement is in effect during the period.
D. Miscellaneous.
1. Delivery of Prospectuses and Reports to Customers.
OGDS shall, at its cost, supply Financial Institution or its mailing agent
with sufficient amounts of prospectuses Statements of Additional
Information, including any supplements or amendments thereto, annual and
semi-annual reports, proxy solicitation materials and such other materials
that OGDS desires. Financial Institution will deliver or cause to be
delivered, at its expense, to each customer, at or prior to the time of any
purchase of Shares, a copy of the
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current prospectus of the Fund and, upon request by a customer or
shareholder, a copy of the Fund's current Statement of Additional
Information. Financial Institution agrees to deliver or cause to be
delivered, at OGDS' expense, to Shareholder, upon the request of OGDS,
copies of amended prospectuses and to deliver or cause to be delivered to
shareholders proxy solicitation materials and copies of the Funds' annual
and semi-annual reports. Financial Institution shall not make any
representations concerning any Shares other than those contained in the
prospectus or Statement of Additional Information of a Fund or in any
promotional materials or sales literature furnished to Financial
Institution by OGDS or One Group.
2. ERISA Assets.
To the extent assets subject to ERISA are invested in One Group, Financial
Institution will comply with laws, rules, regulations and other guidance
regarding ERISA or the Internal Revenue Code, as amended, with respect to
its receipt of fees under this Agreement. OGDS makes no representation or
warranty as to whether payment and receipt of fees contemplated herein with
respect to a retirement plan constitute a prohibited transaction under
ERISA or the Internal Revenue Code, as amended.
3. Blue Sky.
(a) Shares of the Funds have been qualified for sale under, or are exempt
from the requirements of the respective securities laws of the states
and jurisdictions listed on Exhibit A. OGDS will promptly notify
Financial Institution in the event shares of the Funds cease to be
qualified for sale under, or cease to qualify for an exemption from the
requirements of the respective securities laws of the states and
jurisdictions listed on Exhibit A to this Agreement.
(b) Financial Institution agrees and certifies that:
(i) It is licensed to offer and sell securities of open-end
investment companies in all jurisdictions in which it plans
to offer and sell such securities;
(ii) It will comply with all applicable state and federal laws and
the rules and regulations of authorized regulatory agencies;
and
(iii) It will not sell or offer for sale Shares of the Funds in any
state or jurisdiction where the Shares have not been
qualified for sale.
4. Indemnification.
(a) Financial Institution shall indemnify and hold harmless OGDS, OGA, each
Fund, the transfer agent of the Funds, and their respective
subsidiaries, affiliates, officers, directors, agents and employees
from all direct liabilities, losses or costs (including reasonable
attorneys fees) arising from, related to or otherwise connected with:
(i) any material breach by Financial Institution of any
representations, covenants or warranties of this Agreement;
(ii) any actions or omissions of OGDS, OGA, any Fund, the transfer
agent of the Funds, and their subsidiaries, affiliates,
officers, directors, agents and employees in reliance upon
any oral, written or computer or electronically transmitted
instructions, documents or materials believed to be genuine
and to have been given by or on behalf of Financial
Institution; or
(iii) any willful misconduct or negligence (as measured by industry
standards) of Financial Institution, its agents and
employees, in the performance of, or failure to perform, its
obligations under this Agreement, or any reckless disregard
of its obligations under this Agreement.
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(b) OGDS shall indemnify and hold harmless Financial Institution and its
subsidiaries and affiliates, and their officers, directors, agents
and employees, from and against any and all direct liabilities,
losses or costs (including reasonable attorneys fees) arising from,
related to or otherwise connected with:
(i) any material breach by OGDS of any representations,
covenants or warranties of this Agreement or any provision
of this Agreement;
(ii) any alleged untrue statement of a material fact contained
in any Fund's Registration Statement or Prospectus, or as
a result of or based upon any alleged omission to state a
material fact required to be stated therein or necessary
to make the statements contained therein not misleading;
and
(iii) any willful misconduct or negligence (as measured by
industry standards) of OGDS, its agents and employees, in
the performance of, or failure to perform, its obligations
under this Agreement, or any reckless disregard of its
obligations under this Agreement.
(c) OGA shall indemnify and hold harmless Financial Institution, its
subsidiaries and affiliates, and their officers, directors, agents
and employees, from and against any and all direct liabilities,
losses or costs (including reasonable attorneys fees) arising from,
related to or otherwise connected with any material breach by OGA of
any provision of this Agreement.
(d) The agreement of the parties in this Section 4 to indemnify each
other is conditioned upon the party entitled to indemnification
(Indemnified Party) giving notice to the party required to provide
indemnification (Indemnifying Party) promptly after the summons or
other first legal process for any claim as to which indemnity may be
sought is served on the Indemnified Party. Such notice will be given
by a means of prompt delivery that provides confirmation of receipt
to the address provided below in Paragraph .9. The Indemnified Party
shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting from it, provided that counsel for
the Indemnifying Party who shall conduct the defense of such claim or
litigation shall be approved by the Indemnified Party (which approval
shall not unreasonably be withheld), and that the Indemnified Party
may participate in such defense at its expense. If the Indemnifying
party does not elect to assume the defense, the Indemnifying Party
will reimburse the Indemnified Party for the reasonable fees and
expenses of any counsel retained by it. The failure of the
Indemnified Party to give notice as provided in this Sub-section (d)
shall not relieve the Indemnifying Party from any liability other
than its indemnity obligation under this Section. No Indemnifying
Party, in the defense of any such claim or litigation, shall, without
the written consent of the Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an
unconditional term the giving by the claimant or plaintiff to the
Indemnified Party of a release from all liability in respect to such
claim or litigation.
(e) Neither party shall have any obligation of indemnity to the extent
said liabilities, losses or costs are caused by an act or omission of
the party seeking to be indemnified. Each party shall use reasonable
efforts to mitigate all costs and expenses. Additionally, each party
hereby acknowledges and agrees that the obligation of indemnity or
reimbursement of either party to any other party to this Agreement,
if any, shall be limited to actual damages. In no event shall either
party be liable to the other, in any manner whatsoever, for
consequential, incidental, special or punitive damages.
(e) The provisions of this Section 4 shall survive the termination of
this Agreement.
5. Customer Names Proprietary to Financial institution.
Notwithstanding anything to the contrary contained in this Agreement, in
addition to and not in lieu of other provisions in this Agreement:
(a) "Financial Institution Confidential Information" includes but is
not limited to all proprietary and confidential information of
Financial Institution and its subsidiaries, affiliates and
licensees (collectively the "Financial Institution Protected
Parties"), including without limitation all information
regarding the customers of the Financial Institution Protected
Parties; or the accounts, account numbers, names, addresses,
social security numbers or any other personal identifier of such
customers; or any information derived therefrom. Financial
Institution Confidential Information shall not include
information which is (a) in or
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becomes part of the public domain, except when such information is
in the public domain due to disclosure by OGDS in violation of
this Agreement, (b) demonstrably known to OGDS prior to execution
of this Agreement, (c) independently developed by OGDS in the
ordinary course of business outside of this Agreement, or (d)
rightfully and lawfully obtained by OGDS from any third party
other than Financial Institution Protected Parties. OGDS may not
use or disclose Financial Institution Confidential Information for
any purpose other than to carry out the purpose for which
Financial Institution Confidential Information was provided to
OGDS as set forth in the Agreement; and OGDS agrees to cause all
its employees, agents and representatives, or any other party to
whom OGDS may provide access to or disclose Financial Institution
Confidential Information to limit the use and disclosure of
Financial Institution Confidential Information to that purpose.
(b) "OGDS Confidential Information" includes but is not limited to all
proprietary and confidential information of OGDS and its
subsidiaries, affiliates and licensees (collectively the "OGDS
Protected Parties"), including without limitation all information
regarding the customers of the OGDS Protected Parties; or the
accounts, account numbers, names, addresses, social security
numbers or any other personal identifier of such customers; or any
information derived therefrom. OGDS Confidential Information shall
not include information which is (a) in or becomes part of the
public domain, except when such information is in the public
domain due to disclosure by Financial Institution in violation of
this Agreement, (b) demonstrably known to Financial Institution
prior to execution of this Agreement, (c) independently developed
by Financial Institution in the ordinary course of business
outside of this Agreement, or (d) rightfully and lawfully obtained
by Financial Institution from any third party other than OGDS
Protected Parties. Financial Institution may not use or disclose
OGDS Confidential Information for any purpose other than to carry
out the purpose for which OGDS Confidential Information was
provided to Financial Institution as set forth in the Agreement;
and Financial Institution agrees to cause all its employees,
agents and representatives, or any other party to whom Financial
Institution may provide access to or disclose OGDS Confidential
Information to limit the use and disclosure of OGDS Confidential
Information to that purpose.
(c) Each party agrees to implement appropriate measures designed to
ensure the security and confidentiality of Financial Institution
Confidential Information and OGDS Confidential Information, to
protect such information against any anticipated threats or
hazards to the security or integrity of such information, and to
protect against unauthorized access to, or use of, such
information that could result in substantial harm or inconvenience
to any customer described in this Section 5; each party further
agrees to cause all its agents, representatives or subcontractors,
or any other party to whom the such party may provide access to or
disclose Financial Institution Confidential Information and OGDS
Confidential Information to implement appropriate measures
designed to meet the objectives set forth in this Section 5. Upon
request, Financial Institution or OGDS, as applicable, shall
provide the other with copies of audits and test result
information sufficient to assure the requesting party that the
other party has implemented information security measures
consistent with this paragraph.
(d) OGDS and One Group, and any agents of either, including any
wholesalers, shall not make any contact with any registered
representative of Financial Institution, whether by mail,
telephone, or other means without Financial Institution's prior
written approval.
(e) OGDS shall only use the company name or any trade name, trademark
or service ▇▇▇▇ or logo of Financial Institution or any person or
entity controlling, controlled by, or under common control with
Financial Institution with Financial Institution's prior written
consent.
(f) If applicable, Financial Institution will deliver One Group's
privacy policy as required by Regulation S-P in accordance with
Section E.1.
(g) Neither party shall use the name of the other party in any manner
without the other party's written consent, except as required by
any applicable federal or state law, rule or regulation, and
except pursuant to any mutually agreed upon promotional programs.
(h) Each party acknowledges that any breach of the agreements in this
Section 5 would result in immediate and irreparable harm for which
there would be no adequate remedy at law and agree that in the
event of such a breach, that the part so harmed, or allegedly
harmed, will be entitled to equitable relief by way of temporary
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and permanent injunctions, as well as such other relief as any court of
competent jurisdiction deems appropriate. The provisions of this
Section 5 shall survive the termination of this Agreement.
6. Security Against Unauthorized Use of Funds' Recordkeeping Systems.
Financial Institution agrees to provide such security as is necessary to
prevent any unauthorized use of the Funds' recordkeeping system, accessed
via (a) ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or any other URL maintained by One Group, (b) a
networking/data access arrangement or (c) computer hardware or software
provided to Financial Institution by OGDS or OGA by Financial Institution's
employees, agents and representatives.
7. Solicitation of Proxies.
Financial Institution agrees not to solicit or cause to be solicited
directly, or indirectly, at any time in the future, any proxies from the
shareholders of any or all of the Funds in opposition to proxies solicited
by management of the Fund or Funds, unless a court of competent
jurisdiction shall have determined that the conduct of a majority of the
Board of Directors or Trustees of the Fund or Funds constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of their
duties. This Section 7 will survive the termination of this Agreement.
8. Certification of Customers' Taxpayer Identification Numbers.
Financial Institution agrees to obtain any taxpayer identification number
certification from its customers required under the Internal Revenue Code
of 1986, as amended, and any applicable Treasury regulations, and to
provide OGDS, or its designee with timely written notice of any failure to
obtain such taxpayer identification number certification in order to enable
the implementation of any required backup withholding.
9. Notices.
(a) Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given pursuant to this Agreement
shall be given in writing and delivered by:
(i) personal delivery;
(ii) postage prepaid, registered or certified United States
first class mail, return receipt requested; or
(iii) overnight courier services.
(iv)
(b) Unless otherwise notified in writing, all notices to OGDS or OGA shall
be given or sent to OGDS or OGA at their offices located at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, Attn: President, and all
notices to Financial Institution shall be given or sent to it at its
address shown below.
10. Records.
Financial Institution will maintain all records required to be kept by
state and federal law relating to transactions in Shares and, upon request
by One Group, will promptly make such records available to One Group,
except as may be prohibited by state or federal law.
11. Termination and Amendment.
(a) This Agreement shall become effective in this form as of the date
executed by OGDS or as of the first date thereafter upon which
Financial Institution executes any transaction, performs any service,
or receives any payment pursuant hereto. This Agreement supersedes any
prior sales, distribution, shareholder service, or administrative
service agreements between the parties.
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(b) With respect to Rule 12b-1 Fees payable by each Fund, this Agreement
shall continue in effect for one year from the date of its execution,
and thereafter for successive periods of one year if the form of this
Agreement is approved at least annually by the Board of Trustees of One
Group, including a majority of the members of the Board of Trustees of
One Group who are not interested persons of the Funds and have no
direct or indirect financial interest in the operation of the Funds'
Distribution and Shareholder Services Plans or in any related documents
to such Plans ("Independent Trustees") cast in person at a meeting
called for that purpose.
(c) This Agreement, including Exhibit A hereto, may be amended upon mutual
written consent of the parties.
(d) Notwithstanding the foregoing, this Agreement may be terminated as
follows:
(i) At any time, without the payment of any penalty, by the vote
of a majority of the Independent Trustees or by a vote of a
majority of the outstanding voting securities of the Fund as
defined in the Investment Company Act of 1940 on not more than
sixty (60) days' written notice to the parties to this
Agreement;
(ii) automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940, upon the
termination of the "Distribution Agreement" between One Group
and OGDS, upon termination of the "Management and
Administration Agreement" between One Group and OGA, or upon
the termination of the applicable Distribution and Shareholder
Services Plan(s); and
(ii) by any party to this Agreement without cause by giving the
other party at least sixty (60) days' written notice of its
intention to terminate.
(e) The termination of this Agreement with respect to any one Fund will not
cause the Agreement's termination with respect to any other Fund.
12. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of Delaware.
ONE GROUP DEALER SERVICES, INC.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
By: _______________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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Date: _______________________________________________
ONE GROUP ADMINISTRATIVE SERVICES, INC.
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By: _______________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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Date: ______________________________________________
9
American Express Financial Advisors Inc.
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Financial Institution Name
(Please Print or Type)
Address 570 AXP Financial Center _______________________________________________
City Minneapolis State Minnesota _____________ Zip Code55474
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By
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Authorized Signature
Vice President
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Title
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Print Name or Type Name
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Dated
10
EXHIBIT A to
One Group Dealer Services, Inc. Mutual Fund Sales and Service Agreement
Service Admin. State
FUND Class A Class B Class C Class Class S Class I Class Qualification *
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1. Small Cap Growth X X X X All
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2. Small Cap Value X X X X All
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3. Mid Cap Growth X X X X All
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4. Mid Cap Value X X X X All
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5. Diversified Mid Cap X X X X All
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6. Large Cap Growth X X X X All
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7. Large Cap Value X X X X All
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8. Equity Income X X X X All
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9. Diversified Equity X X X X All
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10. Balanced X X X X All
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11. Equity Index X X X X All
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12. Market Expansion Index X X X X All
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13. International Equity Index X X X X All
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14. Diversified International X X X X All
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15. Health Sciences X X X X All
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16 Ultra Short-Term Bond X X X X All
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17. Short-Term Bond X X X X All
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18. Intermediate Bond X X X X All
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19. Bond X X X X All
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20. Income Bond X X X X All
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21. Government Bond X X X X All
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22. Treasury & Agency X X X X All
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23. High Yield Bond X X X X All
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24. Short-Term Municipal Bond X X X X All
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25. Intermediate Tax-Free Bond X X X All
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26. Tax-Free Bond X X X All
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27. Municipal Income X X X X All
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28. Arizona Municipal Bond X X X Note 1
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29. Kentucky Municipal Bond X X X Note 2
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30. Louisiana Municipal Bond X X X Note 3
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31. Michigan Municipal Bond X X X All except DC
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32. Ohio Municipal Bond X X X Note 4
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33. West Virginia Municipal Bond X X X Note 5
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34. Investor Growth X X X X All
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35. Investor Growth & Income X X X X All
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11
EXHIBIT A to
One Group Dealer Services, Inc. Mutual Fund Sales and Service Agreement
Service Admin. State
FUND Class A Class B Class C Class Class S Class I Class Qualification *
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36. Investor Balanced X X X X All
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37. Investor Conservative Growth X X X X All
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38. Prime Money Market X X X X X All
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39. U.S. Treasury Securities Money Market X X X X X All
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40. Municipal Money Market X X X X Note 6
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41. Michigan Municipal Money Market X X X X Note 7
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42. Ohio Municipal Money Market X X X X Note 8
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43. U.S. Government Securities Money Market X X X X Note 9
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44 Institutional Prime Money Market X X X All
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45. Treasury Only Money Market X X X All
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46. Government Money Market X X X All
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47. Technology X X X X All
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48. Mortgage-Backed Securities X X Note 10
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* All = All 50 states plus Washington, D.C. and Puerto Rico
* State Qualification Notes
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Class A Class B Class C Service Class Class S Class I
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Note 1 Arizona Municipal AZ, CA, CO, FL, AZ, CA, CO, FL, ▇/▇ ▇/▇ ▇/▇ ▇▇, ▇▇, ▇▇, ▇▇,
Bond GU, IL, KY, LA, GU, KY, LA, MA, GU, IL, KY, LA,
MA, MN, MT, NC, MT, NE, NH, NJ, MT, NE, NH, NJ,
NE, NH, NJ, NM, NM, NV, NY, OH, NM, NV, NY, OH,
NV, NY, OH, OK, OK, OR, UT, VI OK, OR, UT, VI
OR, TX, UT, VI,
WI
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Note 2 Kentucky Municipal AL, FL, GA, GU, AL, FL, GA, GU, ▇/▇ ▇/▇ ▇/▇ ▇▇, ▇▇, GA, GU,
Bond HI, IN, KY, LA, HI, IN, KY, LA, HI, IN, KY, LA,
MA, MD, MO, MS, MA, MO, MS, MT, MA, MO, MS, MT,
MT, NE, NH, NJ, NE, NH, NJ, NY, NE, NH, NJ, NM,
NM, NY, OH, OK, OH, OK, OR, PA, NY, OH, OK, OR,
OR, PA, TX, UT, TX, UT, VI, WV, PA, TX, UT, VI,
VI, WV, WY WY WV, WY
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Note ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇/▇ ▇/▇ ▇/▇ ▇▇, ▇▇, ▇▇,
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12
EXHIBIT A to
One Group Dealer Services, Inc. Mutual Fund Sales and Service Agreement
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Class A Class B Class C Service Class Class S Class I
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Bond
CA, FL, GA, GU, FL, GA, GU, HI, FL, GA, GU, HI,
HI, IN, KY, LA, KY, LA, MA, MS, KY, LA, MA, MS,
MA, MS, MT, NE, MT, NE, NH, NJ, MT, NE, NH, NJ,
NH, NJ, NY, OH, NY, OH, OK, OR, NY, OH, OK, OR,
OK, OR, PA, TN, PA, TX, UT, VA, PA, TX, UT, VA,
TX, UT, VA, VI, VI, WV VI, WV
WV
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Note 4 Ohio Municipal Bond AL, CA, CO, FL, AL, AZ, CA, CO, ▇/▇ ▇/▇ ▇/▇ ▇▇, ▇▇, ▇▇, ▇▇,
GA, GU, HI, IL, FL, GA, GU, HI, GA, GU, HI, IL,
IN, KY, LA, MA, IL, IN, KY, LA, IN, KY, LA, MA,
MD, MI, MN, MS, MA, MD, MI, MN, MD, MI, MN, MS,
MT, NC, NE, NH, MS, MT, NC, NE, MT, NC, NE, NH,
NJ, NV, NY, OH NH, NJ, NM, NV, NJ, NV, NY, OH
OK, OR, PA, TX, NY, OH OK, OR, OK, OR, PA, UT,
UT, VA, VI, WI, PA, TN, TX, UT, VA, VI, WI, WV,
WV, WY VA, VI, WA, WI, WY
WV, WY
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Note ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, GU, KY, LA, N/A N/A N/A FL, GU, KY, LA,
Municipal Bond MA, MD, MT, NC, MA, MD, MT, NE, MA, MD, MT, NE,
NE, NH, NJ, NY, NH, NJ, NY, OH, NH, NJ, NY, OH,
OH, OK, OR, PA, OK, OR, PA, UT, OK, OR, PA, UT,
TX, UT, VA, VI, VA, VI, WV VA, VI, WV
WV
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Note 6 Municipal Money All N/A DC, FL, GU, KY, All N/A All
Market LA, MT, NE, NH,
NJ, OH, OK, OR,
UT, VI
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Note 7 Michigan Municipal All except DC N/A All except DC FL, GU, KY, LA, N/A All except DC
Money Market NE, NJ, OH, OK,
OR, UT, VI
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Note 8 Ohio Municipal AL, AZ, CA, CO, N/A FL, GU, KY, LA, FL, GU, NE, NJ, N/A AL, CA, CO, FL,
Money Market FL, GA, MT, NE, OK, VI GA, GU,
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13
EXHIBIT A to
One Group Dealer Services, Inc. Mutual Fund Sales and Service Agreement
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Class A Class B Class C Service Class Class S Class I
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GU, HI, IL, IN, NH, NJ, OH, HI, IL, IN, KY,
KY, LA, MA, OK, OR, UT,VI LA, MA, MN,
MD, MI, MN, MO, MS, MT,
MO, MS, MT NC, NE, NH,
NC, NE, NH, NJ, NV, NY,
NJ, NM, NV OH OK, OR,
NY, OH OK, PA, SC, UT,
OR, PA, SC, VA, VI, WI,
TN, TX, UT, WV, WY
VA, VI, WI,
WV, WY
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Note 9 U.S. Government All ▇/▇ ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇/▇ All
Securities Money NE, NH, NJ, NE, NH, NJ,
Market OK, SD, VI OK, SD, VI
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Note 10 Mortgage-Backed FL, GU, IL, IN, ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇▇, ▇▇, ▇▇, IN,
Securities MI, NJ, OH, VI MI, NJ, OH, VI
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