1
EXHIBIT (15)(b)
2
RULE 12b-1 AGREEMENT
THE CARDINAL GROUP
This Agreement is made this 8th day of June, 1993, as amended as of
January 2, 1997, between The Cardinal Group, an Ohio business trust (the
"Group"), and The Ohio Company, an Ohio corporation (the "Company"), the
distributor of Investor A shares of beneficial interest ("Shares") of each of
the investment portfolios and any additional portfolios of the Group, as each
are or will be identified in Schedule A hereto (such investment portfolios and
any additional portfolios individually referred to herein as a "Fund" and
collectively as the "Funds"). In consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the parties hereto as
follows:
1. The Group hereby appoints the Company to render shareholder support
services to the Funds and their shareholders. Shareholder support services may
include, but are not limited to, answering shareholder questions concerning the
Funds, providing information to shareholders on their investments in Shares of
the Funds and providing such personnel and communication equipment as is
necessary and appropriate to accomplish such matters, and providing such other
services as the Group, on behalf of the Funds, may reasonably request.
2. The Company agrees to release, indemnify and hold harmless the
Funds, the Group and the Funds' custodian from any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by the Company, its officers, employees or agents regarding the purchase,
redemption, transfer or registration of Shares for accounts of the Company, its
clients and shareholders.
3. The Group will pay the Company such fees as are set forth in
Schedule B hereto. The Company represents and warrants that its investments in a
Fund's Shares will be made in accordance with the Employee Retirement Income
Security Act of 1974 and any similar laws or regulations, including, but not
limited to, Prohibited Transaction Class Exemption 77-4, as may be modified,
supplemented or superseded from time to time.
4. The Group and the Company each acknowledge that either party may
enter into similar agreements with others without the consent of the other
party.
5. The Company shall prepare such quarterly reports for the Group as
shall reasonably be requested by the Group.
6. No person is authorized to make any representations concerning a
Fund or its Shares except those contained in the current prospectus of such
Fund, any such information as may be officially designated as information
supplemental to the
3
prospectus, and advertising, sales literature and other material approved by the
Group.
7. This Agreement is a related agreement under the Group's Investor A
Distribution and Shareholder Service Plan (the "Plan").
8. This Agreement may be terminated at any time as to a Fund, without
the payment of any penalty by the vote of a majority of the members of the Board
of Trustees of the Group who are not interested persons of the Group and have no
direct or indirect financial interest in the operation of the Plan or in any
related agreements to the Plan ("Disinterested Trustees") or by a majority of
the outstanding voting securities of the Group on not more than sixty (60) days
written notice to the parties to this Agreement.
9. This Agreement will terminate automatically in the event of its
assignment as defined in the Investment Company Act of 1940, or upon the
termination of the Distribution Agreement between the Group and the Company.
THE CARDINAL GROUP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Dated: January 2, 1997 By
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
THE OHIO COMPANY
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Dated: January 2, 1997 By
---------------------------------
H. ▇▇▇▇▇ ▇▇▇▇▇, Senior
Executive Vice President
- 2 -
4
Dated: January 2, 1997
SCHEDULE A
TO THE RULE 12b-1 AGREEMENT
BETWEEN THE CARDINAL GROUP AND THE OHIO COMPANY
June 18, 1993, as amended as of October 1, 1996
Name Date
---- ----
Cardinal Balanced Fund January 2, 1997
Cardinal Aggressive Growth Fund January 2, 1997
The Cardinal Fund January 2, 1997
Cardinal Government Obligations Fund January 2, 1997
THE CARDINAL GROUP
By
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President
THE OHIO COMPANY
By
--------------------------------
H. ▇▇▇▇▇ ▇▇▇▇▇, Chief
Operating Officer
- 3 -
5
SCHEDULE B
TO RULE 12b-1 AGREEMENT BETWEEN
THE CARDINAL GROUP AND THE OHIO COMPANY
June 18, 1993, as amended as of January 2, 1997
With respect to the Funds listed in Schedule A, The Cardinal Group will
pay The Ohio Company (the "Company") a monthly fee computed at the annual rate
of 0.25% of the average aggregate net asset value of Investor A shares of each
Fund held during the period in the accounts for which the Company provides
services under the Rule 12b-1 Agreement.
For the monthly period in which the Rule 12b-1 Agreement becomes
effective or terminates, there shall be an appropriate proration on the basis of
the number of days that the Rule 12b-1 Agreement is in effect during the period.
- 4 -
