Exhibit (m)(18)
Shareholder Services Agreement dated as of April 1, 20o2 between First Trust
Corporation, One Group Dealer Services, Inc. and One Group Mutual Funds.
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 One
Group Dealer Services, Inc., (the "Distributor")a Delaware corporation, with its
principal office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and One
Group Mutual Funds (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 Company will cause the Funds' transfer agent (the
"Transfer Agent") to establish and maintain one or more accounts (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 Omnibus Account
will be titled in the nominee name of either:
(i) "FTC & Co., Attention: DATAlynx# __________, as
Custodian"
(ii) "FTC & Co., Attention: DATAlynx# ________, as
Trustee"
(iii) "TRUSTlynx & Co., Attention: TRUSTlynx# _________,
as Custodian"
(iv) "TRUSTlynx & Co., Attention: TRUSTlynx# _________,
as Trustee"
(v) "IMS & Co. for the exclusive benefit of customers
FTC, as trustee or custodian of the Plans, will be the
shareholder of record for each FTC Omnibus Account. The Company
will provide to FTC one Fund statement for each FTC Omnibus
Account on a monthly basis.
For accounts traded under "FTC & Co." and "IMS & Co.", FTC will be
permitted extended trading hours up to 12:00 P.M. midnight. (Eastern Standard
Time) provided all trades within the extended trading period are received by FTC
prior to close of the regular trading session of the New York Stock Exchange on
a Business Day. Trades placed with the Fund or the Transfer Agent by FTC within
the extended trading hours will receive the Net Asset Value price for the day
the order is received by FTC.
For accounts traded under "TRUSTlynx & Co.", FTC will be permitted late
trading hours up to 8:00 A.M. (Eastern Standard Time) provided all trades within
the late trading period are for Qualified Plans and are received by the Plan's
Record Keeper (Third Party Administrator) prior to the close of regular trading
session on the New York Stock Exchange (normally 4:00 P.M. Eastern Standard
Time). Trades placed with the Fund or the Transfer Agent by FTC within the late
trading hours will receive the Net Asset Value price for the day the trade was
received by the Record Keeper.
(2) The Fund Company confirms that FTC has the right to open
additional omnibus accounts for each Fundfrom 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.
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(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.)
(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
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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 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
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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.
(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
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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 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)
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(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 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,
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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 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.
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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 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.
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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 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
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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 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
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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 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, shareho1der, 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.
ONE GROUP DEALER SERVICES, INC. (Distributor)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Its: President & CEO
--------------------------------------
Date: 4/1/02
--------------------------------------
ONE GROUP MUTUAL FUNDS (Fund company)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Its: VP
--------------------------------------
Date: 4/1/02
--------------------------------------
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Accepted by:
FIRST TRUST CORPORATION (FTC)
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ratkei
--------------------------------------
Its: VP-Legal
--------------------------------------
Date: 5-15-02
--------------------------------------
T:\invmgmt\wiblemic\First Trust Services Agreement (OGDS).doc
13
EXHIBIT A
to Shareholder Service Agreement
Investment Portfolios of One Group Mutual Funds
Trading
Fund Name Class Cusip Ticker Deadline
--------- ----- ----- ------ --------
Small Cap Growth 1 681939823 OGGFX 4:00 PM EST
Investor Growth 1 68193965S ONIFX 4:00 PM EST
Investor Growth & Income 1 681939583 ONGFX 4:00 PM EST
Investor Conservative Growth 1 681939625 ONCFX 4:00 PM EST
Investor Balanced 1 681939559 OIBFX 4:00 PM EST
Intermediate Bond 1 681937272 SEIFX 4:00 PM EST
Income Bond 1 681937660 HLIPX 4:00 PM EST
Intermediate Tax Free Bond 1 681937595 HLTIX 4:00 PM EST
Municipal Income 1 681937439 HLTAX 4:00 PM EST
Arizona Municipal Bond 1 681939724 OGAFX 4:00 PM EST
West Virginia Municipal Bond 1 681939682 OGWFX 4:00 PM EST
Louisiana Municipal Bond 1 681939757 OGLFX 4:00 PM EST
Ohio Municipal Bond 1 681937850 HLOMX 4:00 PM EST
Kentucky Municipal Bond 1 681937389 TRKMX 4:00 PM EST
Balanced 1 681937488 HLBAX 4:00 PM EST
Large Cap Growth 1 681937256 SEEGX 4:00 PM EST
Large Cap Value 1 681937884 HLQVX 4:00 PM EST
Mid Cap Growth 1 681937736 HLGEX 4:00 PM EST
International Equity Index 1 681937579 OIEAX 4:00 PM EST
Mid Cap Value 1 681937769 HLDEX 4:00 PM EST
Equity Income 1 681937793 HLIEX 4:00 PM EST
Diversified Equity 1 681939781 OGVFX 4:00 PM EST
Diversified Mid Cap 1 ▇▇▇▇▇▇▇▇▇ WOOPX 4:00 PM EST
Bond 1 6823IN743 WOBDX 4:00 PM EST
Large Cap Growth A 681937876 OLVAX 4:00 PM EST
Mid Cap Value A 681937751 OGDIX 4:00 PM EST
Mid Cap Growth A 681937728 OSGIX 4:00 PM EST
Diversifies Mid Cap A ▇▇▇▇▇▇▇▇▇ PECAX 4:00 PM EST
Equity Income A 681937785 OIEIX 4:00 PM EST
Equity Index A 681937827 OGEAX 4:00 PM EST
International Equity Index A 681937561 OEIAX 4:00 PM EST
Ultra Short-Term Bond A 681937314 ONVAX 4:00 PM EST
Bond A ▇▇▇▇▇▇▇▇▇ PGBOX 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.
First Trust Services Agreement(OGDS)(m)(18).doc
16