Exhibit (m)(9)
Shareholder Services Agreement (Cash Sweep) dated as of April 1, 2002 between
One Group Dealer Services, Inc. and Bank One Corporation.
ONE GROUP DEALER SERVICES, INC.
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▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
SHAREHOLDER SERVICING AGREEMENT
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Ladies and Gentlemen:
One Group Dealer Services, Inc.(the "Distributor") serves as the distributor to
One Group Mutual Funds (the "Company"), an open-end management investment
company organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940 (the "1940 Act"). Pursuant to Rule 12b-1 under the 1940 Act ("Rule
l2b-l"), but subject to the provisions of Section 4.1 hereof, the holders of the
units of beneficial interest ("Shares") of the investment portfolios identified
in Schedule A hereto (individually, a "Fund"; collectively, the "Funds") have
adopted Distribution and Shareholder Servicing Plans (the "Plans") which, among
other things, authorize the Distributor to enter into this Shareholder Servicing
Agreement with Bane One Corporation (the "Participating Organization"), with its
principal office located at ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
concerning the provision of support services to the Participating Organization's
customers ("Customers") who may from time to time beneficially own Fund Shares.
The terms and conditions of this Agreement are as follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1 Reference is made to the prospectuses of the Funds (individually, a
"Prospectus"; collectively, the "Prospectuses") as from time to time are
effective under the Securities Act of 1933 (the "1933 Act"). Terms defined
therein and not otherwise defined herein are used herein with the meaning so
defined.
2. SERVICES AS PARTICIPATING ORGANIZATION.
2.1 The Participating Organization shall provide any combination of the
following support services, as agreed upon by the parties from time to time, to
Customers who may from time to time beneficially own Shares of one or more of
the Funds as part of the cash sweep program ("Cash Sweep Program") offered by
the Participating Organization: (i) advising Customers where to obtain
information regarding the Funds; (ii) providing publicly available yield and
current net asset value data, furnished by the Distributor, to Customers who own
shares of one or more of the Funds; (iii) providing certain recordkeeping
services to Customers with respect to their investments in the Company,
including purchases and redemptions and dividends earned; (iv) answering routine
inquiries; and (v) such similar personal or account maintenance services, as
agreed upon by the parties, to the extent the Participating Organization is
permitted to do so under applicable statutes, rules or regulations.
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2.2 The Participating Organization will provide such office space and
equipment, telephone facilities, and personnel (which may be any part of the
space, equipment, and facilities currently used in the Participating
Organization's business, or any personnel employed by the Participating
Organization) as may be reasonably necessary or beneficial in order to provide
such services to Customers.
2.3 All orders for Fund Shares are subject to acceptance or rejection
by the Company in its sole discretion, and the Company may, in its discretion
and without notice, suspend or withdraw the sale of Fund Shares, including the
sale of such Shares to the Participating Organization for the account of any
Customer or Customers.
2.4 In providing services hereunder, the Participating Organization
shall act solely for its Customers. For all purposes of this Agreement, the
Participating Organization will be deemed to be an independent contractor, and
will have no authority to act as agent for the Distributor in any matter or in
any respect. No person is authorized to make any representations concerning the
Distributor, the Company, or any Fund's Shares except those representations
contained in the Funds' then-current Prospectuses and the Company's Statement of
Additional Information and in such printed information as the Distributor or the
Company may subsequently prepare. The Participating Organization further agrees
to deliver to Customers, upon the request of the Distributor, copies of any
amended Prospectus and Statement of Additional Information.
2.5 The Participating Organization and its employees will, upon
request, be available during normal business hours to consult with the
Distributor or its designees concerning the performance of the Participating
Organization's responsibilities under this Agreement. In addition, the
Participating Organization will furnish to the Distributor, the Company or their
designees such information as the Distributor, the Company or their designees
may reasonably request (including, without limitation, periodic certifications
confirming the provision to Customers of the services described herein), and
will otherwise cooperate with the Distributor, the Company and their designees
(including, without limitation, any auditors designated by the Company), in the
preparation of reports to the Company's Board of Trustees concerning this
Agreement, as well as any other reports or filings that may be required by law.
3. COMPENSATION.
3.1 The Distributor shall pay the Participating Organization for the
services to be provided by the Participating Organization under this Agreement
in accordance with, and in the manner set forth in Schedule B hereto, as such
Schedule may be amended from time to time.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1 By written acceptance of this Agreement, the Participating
Organization further represents, warrants, and agrees that: (i) the
Participating Organization believes that it possesses the legal authority to
perform the services contemplated by this Agreement without violation of
applicable Federal banking laws (including the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act) and
regulations.
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5. EXCULPATION; INDEMNIFICATION.
5.1 The Distributor shall not be liable to the Participating
Organization and the Participating Organization shall not be liable to the
Distributor except for acts or failures to act which constitute lack of good
faith or gross negligence and for obligations expressly assumed by either party
hereunder. Nothing contained in this Agreement is intended to operate as a
waiver by the Distributor or by the Participating Organization of compliance
with any applicable federal or state law, rule, or regulation and the rules and
regulations promulgated by the National Association of Securities Dealers, Inc.
6. EFFECTIVE DATE; TERMINATION.
6.1 This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Distributor or its designee. Unless
sooner terminated, this Agreement will continue until December 1, 2002, and
thereafter will continue automatically for successive annual periods ending on
December 1 of each year, provided such continuance is specifically approved at
least annually by the vote of a majority of the members of the Board of Trustees
of the Company 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, cast in person
at a meeting called for the purpose of voting on such approval.
6.2 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 Distributor or by the Participating Organization, without
penalty, upon ten days' prior written notice to the other party. This Agreement
may also be terminated at any time without penalty by the vote of a majority of
the members of the Board of Trustees of the Company 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 ten days' written notice.
7. GENERAL.
7.1 All notices and other communications to either the Participating
Organization or the Distributor will be duly given if mailed, telegraphed or
telecopied to the appropriate address set forth on page 1 hereof, or at such
other address as either party may provide in writing to the other party.
7.2 The Distributor may enter into other similar agreements for the
provision of Shareholder services with any other person or persons without the
Participating Organization's consent.
7.3 This Agreement supersedes any other agreement between the
Distributor and the Participating Organization relating to the provision of
support services to the Participating Organization's Cash Sweep Program
Customers who beneficially own Fund Shares and relating
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to any other matters discussed herein. All covenants, agreements,
representations, and warranties made herein shall be deemed to have been
material and relied on by each party, notwithstanding any investigation made by
either party or on behalf of either party, and shall survive the execution and
delivery of this Agreement. The invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of any other
term or provision hereof. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. This
Agreement may be executed in any number of counterparts which together shall
constitute one instrument and shall be governed by and construed in accordance
with the laws (other than the conflict of laws rules) of the State of Ohio and
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated.
ONE GROUP DEALER SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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Date: 4/1/2002
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BANK ONE CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Title: SVP
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Date: 3/20/02
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Schedule A
to the
Shareholder Servicing Agreement
Between One Group Dealer Services, Inc.
and Bank One Corporation
FUNDS
One Group U.S. Treasury Securities Fund - Class A
One Group Prime Money Market Fund - Class A
One Group Municipal Money Market Fund - Class A
ONE GROUP
DEALER SERVICES, INC. BANK ONE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Operating Officer Title: SVP
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Date: 4/1/2002 Date: 3/20/02
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Schedule B
to the
Shareholder Servicing Agreement
Between One Group Dealer Services, Inc.
and Bank One Corporation
COMPENSATION/1/
The Participating Organization shall receive a fee calculated at an
annual rate of up to twenty-five one-hundredths of one percent (.25%) of the
Fund's average daily net assets attributable to Shares beneficially owned by the
Participating Organization's Customers.
ONE GROUP
DEALER SERVICES, INC. BANK ONE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Title: President & CEO Title: SVP
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Date: 4/1/2002 Date: 3/20/02
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/1/ All fees are computed daily and paid monthly.
B-1
