Exhibit (m)(22)
Form of Agreement dated March 31, 2002 between VALIC Financial Advisors, Inc.
("VALIC") and One Group Dealer Services Inc.
Agreement Between VALIC Financial Advisors, Inc.
And One Group Dealer Services, Inc.
AGREEMENT dated as of the 31st day of March, 2002 between VALIC Financial
Advisors, Inc ("VALIC"), a corporation organized and existing under the laws of
the State of Texas and having its principal office and place of business at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and One Group Dealer Services, Inc., a
corporation organized and existing under the laws of the State of Delaware
("Distributor") having its principal office and place of business at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
WHEREAS, VALIC is a securities broker dealer duly registered with the
Securities and Exchange Commission and the various states, is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD") and
has a dealer agreement with the Distributor; and
WHEREAS, VALIC wishes to use shares of certain open-end investment
companies distributed by Distributor ("the Funds") in a fee based program made
available by VALIC to its clients (the "Fee Based Program"); and
WHEREAS, VALIC wishes to afford its fee based clients the opportunity to
purchase shares of the Funds at net asset value ("NAV"); and
WHEREAS, Distributor is willing to allow VALIC to use shares of certain
Funds for the Fee Based Program subject to the provisions of this agreement and
the Fund prospectuses.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, receipt of which is
hereby acknowledged by both parties, VALIC and Distributor hereby agree as
follows:
1. VALIC may sell shares of certain Funds identified and made available by
Distributor, from time to time, at NAV to bona fide clients of VALIC for
use solely in its Fee Based Program. The Distributor shall cause the Funds
to include appropriate disclosure in their respective Prospectuses relating
to the sale of shares pursuant to fee based programs, and VALIC will comply
with all provisions of the Prospectus and Statement of Additional
Information of each Fund.
2. The Distributor shall not pay any concession or commission to the VALIC on
any such sale, but, as shown on Exhibit A, will pay service and/or
distribution fees in accordance with Rule 12b-1 under the Investment
Company Act of 1940.
3. VALIC will not refer to the sale of the Funds as "no-load." VALIC may
advertise the availability of Fund shares at net asset value as part of the
Fee Based Program, provided that it gives equal prominence to the fees and
expenses of the Program.
4. VALIC may maintain either an omnibus account(s) registered in its name on
the books of the Fund's transfer agent for the shares of that Fund held for
each client in its Fee Based Program or may maintain separate accounts for
each client of its Fee Based Program with the Fund's transfer agent. If an
omnibus account(s) is maintained, VALIC shall, among other things, be
responsible for forwarding proxies, annual and semi-annual reports and
other materials to each beneficial owner, at Fund expense.
5. This Agreement shall be governed and interpreted in accordance with the
laws of the State of Ohio. This Agreement shall not relieve VALIC or
Distributor from any obligations either may have under any other agreements
between them, including but not limited to the dealer agreement. Except for
those provisions of this Agreement which permit sales of shares of the
Funds at net asset value through the Fee Based Program, the terms of the
Dealer Agreement shall control in case of any conflict with this Agreement.
6. Distributor is not endorsing, recommending or otherwise involved in
providing any VALIC investment product such as the Fee Based Program.
Distributor is merely affording VALIC the opportunity to use shares of
certain Funds distributed by Distributor as an investment medium for the
Fee Based Program.
7. The Agreement is not exclusive and maybe terminated by either party upon 30
days' advance written notice to the other party. The Agreement shall
terminate automatically if VALIC's registration with the NASD terminates or
if the One Group Dealer Services, Inc. Mutual Fund Sales and Service
Agreement is terminated for any reason. The Agreement may be amended only
in writing, provided the amendment is signed by both parties.
IN WITNESS WHEREOF, this Agreement has been executed as of the date set
forth above by a duly authorized officer of each party.
VALIC Financial Advisors, Inc. One Group Dealer Services, Inc.
By: By:
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Title: Title:
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Exhibit A
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Fund Name Class of Fee
Shares (Annualized) in
Basis Points
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One Group Balanced Fund A 25
One Group Bond Fund A 25
ONE GROUP Cash Management Fund A 25
One Group Diversified Equity Fund A 25
One Group Diversified Int'l Fund A 25
One Group Diversified Mid Cap Fund A 25
One Group Equity Income Fund A 25
One Group Equity Index Fund A 25
One Group Government Bond Fund A 25
One Group High Yield Bond Fund A 25
One Group Income Bond Fund A 25
One Group Int. Tax-Free Bond Fund A 25
One Group Intermediate Bond Fund A 25
One Group Int'l Equity Index Fund A 25
One Group Investor Balanced Fund A 25
One Group Inv. Conservative Growth Fund A 25
One Group Inv. Growth & Income Fund A 25
One Group Investor Growth Fund A 25
One Group Large Cap Growth Fund A 25
One Group Large Cap Value Fund A 25
One Group Mid Cap Growth Fund A 25
One Group Mid Cap Value Fund A 25
One Group Muni MM Fund A 25
One Group Municipal Income Fund A 25
ONE GROUP PRIME MM Fund A 25
One Group Short-Term Bond Fund A 25
One Group Small Cap Growth Fund A 25
One Group Small Cap Value Fund A 25
One Group Tax-Free Bond Fund A 25
One Group Technology Fund A 25
One Group Treasury & Agency Fund A 25
One Group Ultra Short-Term Bond Fund A 25
One Group US Treasury Securities MM Fund A 25
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