Exhibit (m)(23)
Services Agreement dated March 1, 2002 between Mellon Bank, N.A., Dreyfus
Services Corporation, Boston Safe Deposit Trust Company, One Group Mutual Funds
and One Group Dealer Services, Inc.
SERVICE AGREEMENT
This Agreement is entered into as of March 1, 2002 by and among Mellon
Bank, N.A., a national banking association, and each of its affiliates signing
below, severally (each referred to severally as the "Service Provider"), One
Group Mutual Funds (the "Trust) or series thereof identified on Schedule A
attached hereto (the "Funds"), and One Group Dealer Services Company ("the
Company"), as the distributor of the Funds.
The Service Provider provides administrative services comprised of
recordkeeping, reporting and processing services (the "Administrative Services")
to qualified employee benefit plans (the "Plans"). Administrative Services for
each plan include processing and media transfer agreements for the investment
and reinvestment of Plan assets in investment media specified by an investment
adviser, sponsor or administrative committee of the Plan (a "Plan
Representative") generally upon the direction of Plan beneficiaries (the
"Participants"). The Administrative Services are provided by the Service
Provider under service agreements with various Plans.
The Service Provider and the Company desire to facilitate the purchase
and redemption of shares of the Funds (the "Shares") on behalf of the Plans and
their Participants through one account in each Fund (an "Account") to be
maintained of record by the Service Provider as nominee of the Plans, subject to
the terms and conditions of this Agreement.
Accordingly, the parties hereto agree as follows:
1. Performance of Services. The Service Provider agrees to perform
the administrative services and functions specified in Schedule B attached
hereto (the "Services") with respect to Shares owned by Plans and included in
the Accounts.
2. Pricing Information. Each Fund or its designee will furnish the
Service Provider, on each business day that the New York Stock Exchange or such
Fund's transfer agent is open for business ("Business Day"), with (i) net asset
value information as of the close of trading (currently 4:00 p.m. Eastern Time)
on the New York Stock Exchange or as at such earlier times at which a Fund's net
asset value is calculated as specified in such Fund's prospectus ("Close of
Trading"), (ii) dividend and capital gains information as it becomes available,
and (iii) in the case of income Funds, the daily accrual for interest rate
factor (mil rate). The Funds shall use reasonable efforts to provide such
information to the Service Provider by 7:00 p.m. Eastern Time on the same
Business Day.
3. Orders and Settlement. Upon the receipt of instructions from
Participants or Plan Representatives, the Service Provider will calculate order
allocations among designated investment media and transmit to the transfer agent
of each Fund orders to purchase or redeem Shares for specified Accounts on the
basis of those instructions. The Service Provider agrees that
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orders for net purchases or net redemptions of Shares derived from instructions
received in proper form by the Service Provider from Participants or Plan
Representatives prior to the Close of Trading on any given Business Day will be
processed that same evening and transmitted to the Company or its designee by
8:00 a.m. Eastern Time on the next Business Day. The Service Provider agrees
that payment for net purchases of Shares attributable to all orders executed for
the Accounts on a given Business Day will be wired by the Service Provider (or
that Service Provider shall cause such payment to be wired) on the same Business
Day such purchase orders are transmitted to the Company or its designee no later
than 2:00 p.m. Eastern Time to a custodial account designated by the Company.
Subject to the terms and provisions set forth in each Fund's current prospectus,
Company agrees that payment for net redemptions of Shares attributable to all
orders executed for the Accounts on a given Business Day will be wired by
Company on the same Business Day such redemption orders are transmitted to the
Company or its designee no later than 2:00 p.m. Eastern Time to a custodial
account designated by Service Provider. Subject to the Service Provider's
compliance with the foregoing, the Service Provider will be considered an agent
for the Funds for the sole and limited purpose of receiving Share purchase and
redemption instructions, and the Business Day on which instructions are received
in proper form by the Service Provider from Participants or Plan Representatives
by the Close of Trading will be the date as of which Shares will be purchased
and redeemed as a result of such instructions. Instructions received in proper
form by the Service Provider from Participants or Plan Representatives after the
Close of Trading on any given Business Day shall be treated as if received on
the next following Business Day. Dividends and capital gains distributions will
be automatically reinvested at net asset value in accordance with each Fund's
then current prospectus unless a specific alternative is requested by a Plan.
Notwithstanding the foregoing, the Service Provider will not be deemed to be a
transfer agent of any Fund.
4. Account Information. The transfer agent of each Fund will
provide to the Service Provider: (a) daily confirmations of Account activity
within five Business Days after each day on which a purchase or redemption of
Shares is effected for the particular Account, and (b) monthly statements
detailing activity in each Account within fifteen Business Days after the end of
each month.
5. Maintenance of Records. The Service Provider shall maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the Services. Upon the request of any Fund or the
Company, the Service Provider shall provide copies of all the historical records
relating to transactions between the Funds and the Plans, written communications
regarding the Funds to or from such Plans and other materials, in each case (i)
as are maintained by the Service Provider in the ordinary course of its
business, and (ii) as may reasonably be requested to enable the Funds and the
Company, its representatives, including without limitation its auditors and
legal counsel, to (a) monitor and review the Services, (b) comply with any
request of a governmental body or self regulatory organization or a Plan, (c)
verify compliance by the Service Provider with the terms of this Agreement, (d)
make required regulatory reports, or (e) perform general customer supervision.
The Service Provider agrees that it will permit the Company or such
representatives to have reasonable access to its personnel and records in order
to facilitate the monitoring of the quality of the Services.
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6. Fund Prospectuses. The Service Provider's performance of the
Services, including without limitation the purchase and redemption of Shares,
shall be subject to the terms and conditions set forth in each Fund's
prospectus.
7. Operation of Funds. In no way shall the provisions of this
Agreement limit the authority of any Fund or the Company to take such action as
it may deem appropriate or advisable in connection with all matters relating to
the operation of such Fund and the sale of its Shares.
8. Representations with respect to the Funds. The Service Provider
and its agents shall not make representations concerning a Fund or Shares except
those contained in the then current prospectus of such Fund, in current sales
literature furnished by the Company to the Service Provider, and in current
sales literature created by the Service Provider and submitted to and approved
in writing by the Company in advance of any use. The Company will submit to the
NASD sales literature submitted to the Company by the Service Provider.
9. Expense. Each Fund shall pay the cost of registration of its
shares with the Securities and Exchange Commission and the state securities
commissions where such fund is registered. Each Fund shall bear the cost of
preparing and printing, and shall distribute or cause to be distributed to the
Service Provider, its proxy material, periodic Fund reports to shareholders and
other material as such Fund may require to be sent to shareholders, other than
confirmations, account statements and other materials to be prepared by Service
Provider as part of the Services.
10. Relationship of Parties. Except to the limited extent provided
in Section 3, it is understood and agreed that all Services performed hereunder
by the Service Provider shall be as an independent contractor and not as an
employee or agent of the Company or any of the Funds, and none of the parties
shall hold itself out as an agent of any other party with the authority to bind
such party.
11. Use of the Company Name.
(a) Except as otherwise expressly provided for in this Agreement,
the Service Provider shall not use, nor shall it allow its employees or agents
to use, the name or logo of the Company, any affiliate of the Company, or any
products or services sponsored, managed, advised, administered, or distributed
by the Company or any of its affiliates, for advertising, trade, or other
commercial or noncommercial purposes without the express prior written consent
of an authorized officer of the Company.
(b) Except as otherwise expressly provided for in this Agreement,
the Company shall not use, nor shall it allow its employees or agents to use,
the name or logo of the Service Provider, any affiliate of the Service Provider,
or any products or services sponsored, managed, advised, administered, or
distributed by the Service Provider or any of its affiliates, for advertising,
trade, or other commercial or noncommercial purposes without the express prior
written consent of an authorized officer of Service Provider.
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12. Confidentiality. Neither party shall disclose or make use of,
directly or indirectly, any trade secret, technical, business or confidential
information or material, including without limitation financial information,
proposed new products, business or marketing strategies, plans, or techniques,
new communication or electronic fund transfer methods, sales or volume reports,
shareholder or customer lists, dealer lists, or prospective investor lists
pertaining to or owned by the other party.
The obligation to treat information and materials as confidential shall
not apply to items that: (a) are in the public domain, (b) are in the possession
of a party as of the date of this Agreement, (c) are independently developed or
obtained by a party, or (d) are obtained rightfully by a party from third
parties without a breach by such third parties of any obligation of
confidentiality.
13. Termination. This Agreement will automatically terminate in the
event of its assignment (as such term is defined in the 1940 Act). This
Agreement may be terminated by the Trust or by the Service Provider, without
penalty, upon ninety (90) days prior written notice to the other party. This
Agreement also may be terminated at any time without penalty by the vote of a
majority of the members of the Board of Trustees of the Trust who are not
"interested persons" (as such term is defined in the ▇▇▇▇ ▇▇▇) and who have no
direct or indirect financial interest in the Plans or any agreement relating to
such Plans, including this Agreement, or by a vote of a majority of the shares
of a Fund, with respect to such Fund, on sixty days written notice.
14. Indemnification.
(a) The Service Provider agrees to indemnify and hold harmless the
Company, the Funds, the Funds' investment advisers, the Funds' administrators,
and each of their officers, directors, employees and agents against any losses,
claims, damages, liabilities or expenses to which an indemnitee may become
subject, including reasonable attorneys fees and expenses, insofar as those
losses, claims, damages, liabilities or expenses or actions in respect thereof,
arise out of or are based upon any action or failure to comply with the terms of
this Agreement resulting from (i) the Service Provider's negligence or willful
misconduct in the performance of its duties and obligations under this
Agreement, (ii) the Service Provider's breach of any material provision of this
Agreement, or (iii) the Service Provider's breach of a representation, warranty
or covenant made in this Agreement.
(b) Company agrees to indemnify and hold harmless the Service
Provider, and its officers, directors, employees and agents against any losses,
claims, damages, liabilities or expenses to which an indemnitee may become
subject, including reasonable attorneys fees and expenses, insofar as those
losses, claims, damages, liabilities or expenses or actions in respect thereof,
arise out of or are based upon any actions resulting from (i) Company's
negligence or willful misconduct in the performance of its duties and
obligations under this Agreement, (ii) Company's breach of any material
provision of this Agreement, (iii) Company's breach of a representation,
warranty or covenant made in this Agreement, or (iv) any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement, prospectus or statement of additional information of a Fund, or the
omission, or alleged omission, to state
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therein a material fact required to be stated therein or necessary to make the
statements therein not misleading.
(c) Promptly after receipt by any indemnitee under this Section 14
of notice of the commencement of any action, the indemnitee will, if a claim in
respect thereof is to be made against the indemnitor, notify the indemnitor of
the commencement thereof in accordance with the provisions of Section 15 hereof
within 7 days after the summons or other first legal process shall have been
served, unless within such 7 days the indemnitor shall have been served in the
same action, in which case such notification may be given within 60 days,
provided that the omission so to notify the indemnitor will not relieve it from
any liability that it may have to any indemnitee under this Section 14 except to
the extent that the indemnitor has been prejudiced in any material respect by
such failure. The omission so to notify the indemnitor will not relieve it from
any liability that it may have to any indemnitee otherwise than under this
Section 14. If any such action is brought against any indemnitee and it notifies
the indemnitor of the commencement thereof, the indemnitor will be entitled to
assume the defense thereof with counsel reasonably satisfactory to the
indemnitee, and the defendant or defendants in such action entitled to
indemnification hereunder shall have the right to participate in the defense or
preparation of the defense of any such action. In the event the indemnitor does
elect to assume the defense of any such action, and to retain counsel of good
standing, the defendant or defendants in such action shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
indemnitor does not elect to assume the defense of any such action, the
indemnitor will reimburse the indemnitee(s) named a defendant or defendants in
such action for the fees and expenses of one single additional counsel agreed
upon by them. If the indemnitor assumes the defense of any such action, the
indemnitor shall not, without the prior written consent of the indemnitee(s),
settle or compromise the liability of the indemnitee(s) in such action, or
permit a default or consent to the entry of any judgment in respect thereof,
unless in connection with such settlement, compromise or consent each indemnitee
receives from such claimant an unconditional release from all liability in
respect of such claim.
15. Notice. Each notice required by this Agreement shall be given in
writing and delivered personally or mailed by certified mail to the other party
at the following address or such other address as each party may give notice to
the other:
If to the Service Provider, to:
Dreyfus Service Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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with a copy to:
The Dreyfus Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
If to the Company or any Fund, to:
One Group Dealer Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
A notice given pursuant to this Section 15 shall be deemed given immediately
when delivered personally and three (3) days after the date of certified
mailing.
16. Fees.
(a) In consideration of the Service Provider's performance of the
Services, the Company agrees to pay the Service Provider the fees described in
Schedule C ("Administrative Fees").
(b) The parties agree that the Administrative Fees are for
administrative and shareholder services only and do not constitute payment in
any manner for investment advisory services or for services as a distributor of
the Funds.
(c) The Company will calculate the Administrative Fees at the end of
each month, and the Company will make payment to the Service Provider within 30
days after its calculation thereof Each payment will be accompanied by a
statement showing the calculation of the Administrative Fees.
17. Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York applicable to
agreements fully executed and to be performed therein.
18. Additional Representations, Warranties and Covenants.
(a) Each party represents, warrants and covenants that: (i) it is
free to enter into this Agreement and that by doing so it will not breach or
otherwise impair any other agreement or understanding with any other person,
corporation or other entity; (ii) it has full power and authority under
applicable law and has taken all action necessary to enter into and perform this
Agreement; and (iii) it shall comply with all applicable federal and state laws
and regulations, including securities laws.
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(b) The Service Provider further represents, warrants and covenants
that the arrangements provided for in this Agreement will be disclosed to the
Plan through the Plan Representative.
(c) Company further represents, warrants and covenants that: (i)
this Agreement shall constitute a valid and binding obligation of Company and
each Fund enforceable against them in accordance with its terms; (ii) it is and
shall remain a broker/dealer registered with the Securities and Exchange
Commission ("SEC") pursuant to the Securities and Exchange Act of 1934 and a
member in good standing of the National Association of Securities Dealers
("NASD"); (iii) the Funds' advisers(s) are duly registered as investment
advisers under the Investment Advisers Act of 1940 or are exempt from the
requirements of such registration, the Funds are duly registered as investment
companies under the Investment Company Act of 1940, and the shares of the Funds
are duly registered under the Securities Act of 1933; (iv) the shares of each of
the Funds are registered or otherwise qualified for sale to the public in all
states of the United States except as may be disclosed in writing by company to
Service Provider on at least five days' notice; (v) it and each of the Funds
shall comply with any law or regulation of applicable regulatory authorities
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, the Investment Company Act of 1940 and the rules and
regulations thereunder, as well as the applicable Rules of Fair Practice of the
NASD and the laws of the states and other jurisdictions in which such Funds are
registered or otherwise qualified for sale to the public; and (vi) any
advertising or sales literature that it provides to the Service Provider with
respect to the Funds shall have satisfied all requirements of law and regulation
including, without limitation, any requirements of filing with the SEC, NASD or
other entity.
19. Complete Agreement. This Agreement contains the full and
complete understanding of the parties and supersedes all prior representations,
promises, statements, arrangements, warranties and understandings between the
parties with respect to the subject matter hereof, whether oral or written,
express or implied.
20. Modification. This Agreement may be modified or amended, and the
terms of this Agreement may be waived, only by a writing signed by each of the
parties.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
22. Survival. The provisions of Sections 5, 11, 12, and 14 shall
survive termination of this Agreement.
23. The name "One Group Mutual Funds" and "Trustees of One Group
Mutual Funds" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated May 23, 1985 to which reference is hereby made and a
copy of which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "One Group Mutual Funds"
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entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, Shareholders or representatives of the
Trust personally, but bind only the assets of the Trust, and all persons dealing
with any series and/or class of Shares of the Trust must look solely to the
assets of the Trust belonging to such series and/or class for the enforcement of
any claims against the Trust.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of the date and year set forth above.
DREYFUS SERVICE CORPORATION ONE GROUP DEALER SERVICES, INC.
By: /s/ ▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- -----------------------------
Name ▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- -----------------------------
Title Vice President Title President
------------------------------- -----------------------------
MELLON BANK, N.A. ONE GROUP MUTUAL FUNDS
By /s/ ▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- -----------------------------
Name ▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- -----------------------------
Title First Vice President Title VP & Treasurer
------------------------------- -----------------------------
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By: /s/ ▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name ▇▇ ▇▇▇▇▇▇▇
-------------------------------
Title Vice President
-------------------------------
___________________, acting in his/her capacity as ________________ of each Fund
listed on Schedule A attached hereto, hereby executes this Agreement on behalf
of each such Fund by their duly authorized officers as of the date and year set
forth above.
------------------------------------
Name:
-----------------------------
Title:
-----------------------------
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SCHEDULE A
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FUND NAME CLASS CUSIP QUOTRON
--------------------------------------------------------------------------------
One Group Balanced Fund A 681937470 OGASX
--------------------------------------------------------------------------------
One Group Large Cap Growth A 681937249 OLGAX
--------------------------------------------------------------------------------
One Group Large Cap Value A 681937876 OLVAX
--------------------------------------------------------------------------------
One Group Mid Cap Growth A 681937728 OSGIX
--------------------------------------------------------------------------------
One Group International Equity Index A 681937561 OEIAX
--------------------------------------------------------------------------------
One Group Mid Cap Value A 681937751 OGDIX
--------------------------------------------------------------------------------
One Group Equity Index A 681937827 OGEAX
--------------------------------------------------------------------------------
One Group Equity Income A 681937785 OIEIX
--------------------------------------------------------------------------------
One Group Diversified Equity A 681939815 PAVGX
--------------------------------------------------------------------------------
One Group Small Cap Growth A 681939849 PGSGX
--------------------------------------------------------------------------------
One Group Small Cap Value A 6823 IN305 PSOAX
--------------------------------------------------------------------------------
One Group Diversified Mid Cap A 6823 IN701 PECAX
--------------------------------------------------------------------------------
One Group Diversified International A 6823 IN867 PGIEX
--------------------------------------------------------------------------------
One Group Market Expansion Index A 6823 IN826 N/A
--------------------------------------------------------------------------------
One Group Technology Fund A 6823 IN263 N/A
--------------------------------------------------------------------------------
One Group Investor Growth A 681939674 ONGAX
--------------------------------------------------------------------------------
One Group Investor Growth & Income A 681939617 ONGIX
--------------------------------------------------------------------------------
One Group Investor Conservative Growth A 681939641 OICAX
--------------------------------------------------------------------------------
One Group Investor Balanced A 681939575 OGIAX
--------------------------------------------------------------------------------
One Group Intermediate Bond A 681937264 OGBAX
--------------------------------------------------------------------------------
One Group Government Bond A 681937330 OGGAX
--------------------------------------------------------------------------------
One Group Short-Term Bond A 681937629 OGLVX
--------------------------------------------------------------------------------
One Group Income Bond A 681937652 ONIAX
--------------------------------------------------------------------------------
One Group Ultra Short-Term Bond A 681937314 ONUAX
--------------------------------------------------------------------------------
One Group High Yield Bond A ▇▇▇▇▇▇▇▇▇ OHYAX
--------------------------------------------------------------------------------
One Group Treasury & Agency A 681939526 OTABX
--------------------------------------------------------------------------------
One Group Bond Fund A-d 6823 IN776 PGBOX
--------------------------------------------------------------------------------
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SCHEDULE B
The Service Provider shall perform the following services as agent for the
Plans:
1. Maintain separate records for each Plan, which records shall
reflect Shares purchased and redeemed, including the date and price for all
transactions and Share balances.
2. Disburse or credit to the Plans and maintain records of all
proceeds of redemptions of shares and all other distributions not reinvested in
Shares.
3. Prepare and transmit to the Plans periodic account statements
showing the total number of Shares owned by each Plan as of the statement
closing date, purchases and redemptions of Shares by the Plan during the period
covered by the statement and the dividends and other distributions paid to the
plan during the statement period (whether paid in cash or reinvested in Shares).
4. Transmit to the Plan Representative prospectuses, proxy
materials, reports and other information provided by the Company or a Fund and
required to be sent to shareholders.
5. Transmit to the transfer agent of each Fund purchase orders and
redemption requests placed by the Plans.
6. Maintain all account balance information for the Plans and daily
and monthly purchase summaries expressed in Shares and dollar amounts.
7. Settle purchase orders and redemption requests placed by the
Service Provider on behalf of the Plans in accordance with the terms of each
Fund's prospectus.
8. Transmit to customers appropriate prior written disclosure of
any fees charged to the Plans.
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SCHEDULE C
Administrative Fees
The Company shall pay the Service Provider a fee with respect to each
Fund, calculated by the Company and paid monthly, equal to .25% per annum of the
average daily net asset value of the Shares of such Fund that are held on behalf
of the Plans in an Account for which the Service Provider is providing Services
under this Agreement.
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