Exhibit (m)(21)
Services (Agency) Agreement
between
Sungard Investment Products, Inc.,
The One Group Services Company
and
One Group Mutual Funds
EXPEDITER
MUTUALFUND
SERVICE AGREEMENT
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This Agreement is entered into as of September 20, 1999 by and among
SunGard Investment Products Inc. ("SunGard"), The One Group Services Company
(the "Company") and the One Group Mutual Funds (the "One Group Funds").
WHEREAS, SunGard owns and maintains a proprietary computer router
system, the Expediter System, which provides for the automated transmission to
certain mutual funds of purchase and redemption orders generated by accounting
software systems connected electronically to the Expediter System; and
WHEREAS, the Company is the distributor for the One Group Funds; and
WHEREAS, SunGard, the Company and the One Group Funds wish to provide
those investment advisers, employee benefit plans, banks, trust companies,
broker-dealers, insurance companies and other financial services entities that
utilize accounting software systems connected electronically to the Expediter
System (the "Participating Customers") with the opportunity to electronically
transmit their orders for the purchase or redemption of One Group Fund shares to
the One Group Funds; and
WHEREAS, SunGard, the Company and the One Group Funds desire that the
Participating Customers' orders for the purchase or redemption of One Group Fund
shares be transmitted through the Expediter System either directly to the One
Group Funds or indirectly to the One Group Funds via another router system; and
WHEREAS, the Company and the One Group Funds wish to appoint SunGard to
provide the automated transmission services described above and to provide
certain related administrative and recordkeeping services to the Participating
Customers which purchase shares of the One Group Funds, and SunGard wishes to
accept such appointment.
NOW, THEREFORE, the parties hereto agree as follows:
1. Availability of One Group Fund Shares. The Company agrees to make
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shares of the One Group Funds available to each Participating Customer that
utilizes an accounting software system connected electronically to the Expediter
System in providing recordkeeping and/or other administrative services with
respect to the following:
X ERISA Assets Reference Schedule A and Exhibit I
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X Banks and Trust Companies - Fiduciary Assets Reference Schedule B and Exhibit 2
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X Investment Advisory Assets Reference Schedule B and Exhibit 2
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X Trade Order Entry Terminal - All Assets Reference Schedule B and Exhibit 2
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X Bank Capital Markets - Fixed Income Assets Reference Schedule B and Exhibit 2
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X Bank Capital Markets - Equity Assets Reference Schedule B and Exhibit 2
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X State Governments and Municipalities - Fixed Reference Schedule B and Exhibit 2
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X Income Assets
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X Insurance Companies - Investment Management Assets Reference Schedule B and Exhibit 2
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X Broker-Dealers - All Assets Reference Schedule B and Exhibit 2
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2. Accounts. Each Participating Customer that purchases shares of the
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One Group Funds for its own account or on an omnibus level on behalf of several
clients may establish a single shareholder account ("Account") in each One Group
Fund in its own name as the record shareholder of such shares. In the
alternative, each Participating Customer that purchases shares of the One Group
Funds on behalf of its clients may establish an Account in each One Group Fund
in the name of each client as the record shareholder of the shares purchased on
such client's behalf, provided that each such record shareholder meets all of
the particular One Group Fund's investment minimums and other requirements.
3. Recordkeeping and Administrative Services. SunGard shall provide
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recordkeeping and administrative services which may include: (i) providing
necessary personnel and facilities to establish and maintain sub-accounts and
records on behalf of the beneficial owners of the Accounts, (ii) recording
beneficial owners' sub-account balances and changes thereto, including debits
and credits to such sub-accounts in the form of cash, dividends and shares of
the One Group Funds, (iii) providing statements to the beneficial owners of the
Accounts, and (iv) transmitting through the Expediter System the Participating
Customers' orders for the purchase and redemption of One Group Fund shares to
the One Group Funds or their designee either directly or indirectly via another
router system.
(a) SunGard may engage one or more third parties to act as
its agent or agents for the purpose of providing the recordkeeping and
administrative services described herein, provided, however, that the
appointment of any such agent shall not relieve SunGard of its
responsibilities or liabilities under this Agreement. Such agents shall
include banks or other service providers that provide recordkeeping and
administrative services. Unless otherwise indicated herein, all references
hereafter to "SunGard" shall include such agents.
(b) Certain of the recordkeeping and administrative services
described herein may be performed by one or more of SunGard's affiliates
in accordance with an agreement between such affiliate(s) and a
Participating Customer regarding the provision of automated recordkeeping
and accounting services or systems; provided, however, that, except as
otherwise provided herein, the provision of any such services by SunGard's
affiliates shall not relieve SunGard of its responsibilities or
liabilities under this Agreement, and, provided, further, that the
provision of such services pursuant to any agreement between an affiliate
and a Participating Customer shall be consistent with the provision of
such services hereunder. Unless otherwise indicated herein, all references
hereafter to "SunGard" shall include such affiliates.
(c) SunGard shall perform the recordkeeping and administrative
services described herein in accordance with any applicable conditions set
forth in each One Group Fund's prospectus and shall bear all expenses of
maintaining the facilities and personnel necessary to perform such
services; provided, however, that the One Group Funds shall (i) maintain
federal registration of their shares and comply with all other applicable
federal and state securities laws, rules and regulations, including,
without limitation, all state filing, notice and fee provisions, and (ii)
provide to each shareholder of record, at their expense, proxy statements,
shareholder reports, prospectuses and all other such materials as are
required by the Company, the One Group Funds or applicable law to be
distributed to either the record or the beneficial owners of shares of the
One Group Funds.
(d) The Company or the One Group Funds shall notify SunGard in
writing at least sixty (60) days in advance of any termination of this
Agreement with respect to any particular One Group Fund. Furthermore, the
Company or the One Group Funds shall notify SunGard as soon as practicable
if the offer or sale of shares of a One Group Fund in any state or other
jurisdiction within the United States of America is suspended or
restricted, or if the Company or the One Group Funds wish to prevent
SunGard from transmitting, or continuing to transmit, purchase orders on
behalf of Participating Customers who reside in a particular state or
other jurisdiction.
4. Use of Expediter System. SunGard shall utilize the Expediter System
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to transmit to the One Group Funds or their designee, either directly or
indirectly via another router system, orders from the Participating Customers
for the purchase and redemption of shares of the One Group Funds per Account in
each One Group Fund. In this regard, SunGard shall (i) provide and maintain the
Expediter System and all related software in order to link the Participating
Customers' accounting software with the One Group Funds or their designee; (ii)
train representatives of the One Group Funds or their designee in the use of the
Expediter System and any related software; (iii) make all upgrades of the
software available to the One Group Funds or their designee; and (iv) monitor
the use of the Expediter System and any related software to ensure accurate and
timely transmission of data. Orders for the purchase or redemption of shares of
the One Group Funds shall be processed in accordance with the Operating
Procedures attached hereto as follows:
Source of Orders Exhibit
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ERISA Assets 1
Non-ERISA Assets 2
The Operating Procedures may be amended or modified from time to time by
delivery of revised Exhibit(s) 1 and/or 2 to the One Group Funds. SunGard shall
make a good faith effort to give the One Group Funds not less than thirty (30)
days prior written notice of any changes in the Operating Procedures.
5. Records. Each party or its designee shall maintain and preserve all
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records as required by law to be maintained and preserved in connection with the
provision by SunGard of services pursuant to this Agreement and in making shares
of the One Group Funds available to the Participating Customers.
6. Fees.
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(a) In consideration of the services and facilities to be provided
by SunGard pursuant to this Agreement, SunGard Investment Products Inc.
shall be entitled to receive the fees identified on the Schedules attached
hereto as follows:
Source of Orders Schedule
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ERISA Assets A
Non-ERISA Assets: B
All parties agree that the payments referred to herein are for
recordkeeping and administrative services only and are not for legal,
investment advisory or distribution services.
(b) The parties hereto agree and understand that, to the
extent the fees payable to SunGard Investment Products Inc. hereunder are
to be paid solely through a plan (a "12b-1 Plan") adopted by a One Group
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the " 1940 Act"), such fees shall be paid only so long as that
One Group Fund's 12b-1 Plan and this Agreement are in effect. The rate of
fees indicated on Schedules A and/or B may change at any time with respect
to a particular One Group Fund or Funds at the discretion of the One Group
Funds or the Funds' board of trustees, as is consistent with the terms of,
and the law governing, 12b-1 Plans; provided, however, that the Company or
the One Group Funds shall provide SunGard Investment Products Inc. with
reasonable advance notice of any change in the rate of fees, and provided,
further, that SunGard Investment Products Inc. may, at its option,
terminate this Agreement with respect to a One Group Fund or Funds as of
the effective date of such change in the rate of fees.
7. Representations and Warranties. Each party represents that it is
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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.
(a) SunGard Investment Products Inc. further represents, warrants
and covenants to the Company and the One Group Funds that:
(i) it has full power and authority under applicable law,
and has taken all action necessary, to enter into and
perform this Agreement;
(ii) it is registered as a transfer agent pursuant to Section
17A of the Securities Exchange Act of 1934, as amended
(the " 1934 Act");
(iii) it owns, or has the right to offer, the Expediter System
as described in this Agreement;
(iv) the execution, delivery and performance by SunGard
Investment Products Inc. of this Agreement will not
violate any provision of
current law, including, without limitation, the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), the Internal Revenue Code of 1986, as amended
(the "Code") and federal and state securities laws, or
any order, rule or regulation of any court or
governmental or regulatory body; and
(v) it shall adhere at all times to the Operating Procedures
set forth in Exhibits 1 and 2 attached hereto (as the
same may be amended from time to time in accordance with
Section 4 above) in performing its duties and
obligations hereunder.
(b) The One Group Funds further represent, warrant and covenant to
SunGard that:
(i) they have full power and authority under applicable law,
and have taken all action necessary, to enter into and
perform this Agreement;
(1i) each One Group Fund is registered as an investment
company under the 1940 Act or a separate series thereof,
and its shares are registered under the Securities Act
of 1933, as amended (the "Securities Act");
(iii) each of the One Group Funds shall comply with all state
law requirements, including, without limitation, all
filing, notice and fee provisions, applicable to the
offer and sale of shares of the One Group Funds;
(iv) the execution, delivery and performance by the One Group
Funds of this Agreement will not violate any provision
of current federal and state securities laws, or any
order, rule or regulation of any court or governmental
or regulatory body;
(v) the board of directors or trustees of each One Group
Fund has approved (or shall ratify within a reasonable
period of time following the execution of this
Agreement) and shall approve annually throughout the
term of this Agreement the authorization hereunder of
SunGard to receive purchase and redemption orders on the
One Group Funds' behalf for purposes of Rule 22c-1 under
the 1940 Act;
(vi) each of the One Group Funds shall include the following
or equivalent disclosure in its prospectus(es):
(a) that the One Group Fund has authorized shareholder
servicing agents (including, without limitation,
investment advisors, brokers, banks, employee
benefit or retirement
plan sponsors and other intermediaries) to receive
purchase and redemption orders on the Fund's
behalf,
(b) that the One Group Fund will be deemed to have
received a purchase or redemption order when the
shareholder servicing agent receives the order;
and
(c) that orders will be priced at the One Group Fund's
net asset value next computed after the orders are
received by the shareholder servicing agent and
(vii) each of the One Group Funds shall adhere at all times to
the Operating Procedures set forth in Exhibits 1 and 2
attached hereto (as the same may be amended from time to
time in accordance with Section 4 above) in performing
its duties and obligations hereunder.
(c) The Company further represents, warrants and covenants to
SunGard that:
(i) it has full power and authority under applicable law,
and has taken all action necessary, to enter into and
perform this Agreement,
(ii) it shall ensure that each of the One Group Funds
complies with all state law requirements, including,
without limitation, all filing, notice and fee
provisions, applicable to the offer and sale of shares
of the One Group Funds;
(iii) the execution, delivery and performance by the Company
of this Agreement will not violate any provision of
current federal and state securities laws, or any order,
rule or regulation of any court or governmental or
regulatory body; and
(iv) the Company shall adhere at all times to the Operating
Procedures set forth in Exhibits 1 and 2 attached hereto
(as the same may be amended from time to time in
accordance with Section 4 above) in performing its
duties and obligations hereunder
8. Representations Concerning the Company and the One Group Fund.
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SunGard shall not make any representations about the Company or the One Group
Funds except to the extent such representations are contained in a One Group
Fund's current prospectus, statement of additional information or sales
literature, or as is otherwise authorized by the Company or the One Group Funds
in writing. The Company and the One Group Funds hereby authorize SunGard to
include the names of the One Group Funds on a list of representative investment
choices provided to potential and existing Participating Customers.
9. Protection of Proprietary Information.
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(a) The term "Proprietary Information" shall mean any software, and all
parts, copies and modifications thereof, and any other information,
documentation, source codes or proprietary data relating to the Expediter System
or any related software, in whatever form, received by the Company or the One
Group Funds from SunGard. "Proprietary Information" does not include information
or data which is rightfully in the possession of the Company or the One Group
Funds prior to its receipt from SunGard without any obligation of
confidentiality or which, without any fault of the Company or the One Group
Funds is or becomes available in the public domain.
(b) The Company and the One Group Funds agree that any Proprietary
Information provided to the Company or the One Group Funds by SunGard is
proprietary to SunGard and shall at all times remain the sole property of
SunGard. SunGard shall retain all title, copyright, patent and other proprietary
rights to all Proprietary Information and to all copies thereof
(c) The Company and the One Group Funds acknowledge that the Proprietary
Information is confidential and constitutes a valuable asset of SunGard. The
Company and the One Group Funds shall hold the Proprietary Information strictly
confidential. The Company and the One Group Funds shall limit the use of, and
access to, all Proprietary Information to their employees whose use of or access
to the Proprietary Information is necessary for their business and the
performance of the Company's and the One Group Funds' duties and obligations
under this Agreement. The Company and the One Group Funds shall, by all
appropriate means, prevent unauthorized disclosure, publication, display or use
of any Proprietary Information. Neither the Company nor the One Group Funds
shall remove any copyright, proprietary rights or confidentiality notice
included in or affixed to any Proprietary Information and shall reproduce all
such notices on any copies of Proprietary Information which they shall make.
(d) Within five (5) business days after the termination of this
Agreement for any reason, the Company and the One Group Funds shall return to
SunGard all Proprietary Information and all copies thereof in the possession,
custody or control of the Company or the One Group Funds, and shall destroy or
render unusable all other Proprietary Information and copies thereof which for
any reason cannot be delivered to SunGard. In such event, an executive officer
or other authorized representative of the Company shall certify in writing that
all Proprietary Information has been delivered to SunGard or destroyed and that
the use of the Proprietary Information has been discontinued by the Company and
the One Group Funds.
(e) SunGard shall treat any trade secret, technical, business or
confidential information or material received by SunGard from the Company or the
One Group Funds ("Confidential Information"), including, without limitation,
financial information, proposed new products, business or marketing strategies,
plans or techniques, new communication methods, sales or volume reports,
shareholder or customer lists, dealer lists, or prospective investor lists
pertaining to or owned by the Company or the One Group Funds, in the same manner
as the Proprietary Information is to be treated by the Company
and the One Group Funds under this Agreement. "Confidential Information"
does not include information or data which is rightfully in SunGard's
possession prior to its receipt from the Company or the One Group Funds
without any obligation of confidentiality or which, without any fault of
SunGard, is or becomes available in the public domain.
10. Absence of Agency Relationship. Except as otherwise specifically
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provided in the Exhibits hereto in connection with SunGard's status as agent of
the One Group Funds for the purpose of receiving, on the One Group Funds'
behalf, orders for the purchase or redemption of One Group Fund shares in
accordance with Rule 22c-1 under the 1940 Act, SunGard shall not hold itself out
to the public or engage in any activity as an agent for the Company or the One
Group Funds, or as a distributor of the One Group Funds.
11. Liability.
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(a) No party to this Agreement shall be liable for any error of
judgment or for any loss suffered by any other party to this Agreement
with respect to services performed or to be performed under this
Agreement, except a loss resulting from (i) intentional misconduct, bad
faith or negligence on the part of such party in performing its duties and
obligations hereunder, or (ii) any material breach by such party of any
provision of this Agreement, including, without limitation, any
representation, warranty or covenant made in this Agreement; provided,
however, that, except with respect to breaches of Sections 6 or 9 hereof
as to which no limit shall apply, the total liability of either the
Company, jointly and severally with the One Group Funds, or SunGard with
respect to claims for damages arising under this Agreement, whether at law
or in equity, during any calendar year shall be limited to direct damages,
and shall not, during any calendar year, exceed an amount equal to the
greater of (i) $ 100,000, or (ii) the aggregate fees actually paid by the
Company or the One Group Funds to SunGard Investment Products Inc.
pursuant to this Agreement during the calendar year preceding such claims.
Notwithstanding anything herein to the contrary and without regard to the
limitations on liability contained in the preceding sentence, SunGard
Investment Products Inc. agrees to indemnify and hold harmless the Company
and the One Group Funds against any losses (or actions in respect thereof)
to the extent that SunGard Investment Products Inc. is in fact indemnified
for such losses in connection with an agreement between a Participating
Customer and SunGard Investment Products Inc. pertaining to the Expediter
System.
(b) Under no circumstances shall any party to this Agreement be
liable to another party or any other person, regardless of the form of
action, for lost revenues or profits, loss of business or goodwill,
investment or market losses, or any indirect or consequential damages of
any nature, whether or not foreseeable.
(c) No party to this Agreement shall be liable for, nor shall any
party be considered in breach of this Agreement due to, any failure to
perform its obligations hereunder as a result of a cause beyond its
control, including, without limitation, an action by any military, civil
or regulatory authority, a change in any law or regulation, a fire, flood,
earthquake, storm or similar act of God, a disruption or outage of
communications, power or other utility, a labor problem, the
unavailability of supplies, an equipment
malfunction, or any other cause, whether similar or dissimilar to any of the
foregoing, which could not have been prevented by such party with reasonable
care.
12. Indemnification.
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(a) Subject to the limitations on liability set forth in Section 11
above, SunGard Investment Products Inc. agrees to indemnify and hold harmless
the Company and the One Group Funds and their respective directors or trustees,
officers, employees, agents and each person, if any, who controls them within
the meaning of the Securities Act, against any losses, claims, damages,
liabilities or expenses ("Losses") to which an indemnitee may become subject
insofar as those Losses (or actions in respect thereof) arise out of or are
based upon (i) SunGard's intentional misconduct, bad faith or negligence in
performing its duties and obligations under this Agreement, or (ii) any material
breach by SunGard of any material provision of this Agreement, including,
without limitation, any representation, warranty or covenant made in this
Agreement; and shall reimburse the indemnitees for any legal or other expenses
reasonably incurred, as incurred, by them in connection with investigating or
defending against such Losses.
(b) Notwithstanding anything herein to the contrary and without regard
to the limitations on liability set forth in Section 11 above, SunGard
Investment Products Inc. shall defend, indemnify and/or settle, at its own
expense, any action brought against the Company or the One Group Funds to the
extent it is based on a claim that the Expediter System infringes in a material
respect any United States patent or copyright or any trade secret or other
proprietary right of any third party, provided that: (i) the Company or the One
Group Funds give written notice to SunGard within ten (10) days after any
applicable infringement claim is initiated against the Company or the One Group
Funds; (ii) SunGard has sole control of the defense and of any negotiations for
settlement of any such claim; (iii) the Company or the One Group Funds provide
SunGard with reasonable nonmonetary assistance, information and authority
necessary to perform the above; and (iv) such claim does not arise from an
unauthorized or improper use of the Expediter System, or from the use of a
superseded or modified release of the Expediter System, or by the use, operation
or combination of the Expediter System as provided by SunGard with programs,
data, equipment or materials not provided by SunGard, if such infringement would
have been avoided by the proper use of the Expediter System for the purpose and
in the manner specifically authorized by this Agreement, or by the use of the
current or unmodified release of the Expediter System, or from the use of the
Expediter System without such programs, data, equipment or other materials. If
any applicable infringement claim is initiated, or in SunGard's sole opinion is
likely to be initiated, then SunGard shall have the option, at its expense, to
modify or replace all or the infringing part of the Expediter System so that it
is no longer infringing, provided that the System functionality does not change
in any material adverse respect, or procure for the Company and the One Group
Funds the right to continue using the infringing part of the Expediter System.
The foregoing states the entire liability of SunGard with respect to any claim
of infringement regarding the Expediter System.
(c) Subject to the limitations on liability contained in Section 11
above, the Company and the One Group Funds, jointly and severally, agree to
indemnify and hold
harmless SunGard and each of its directors, officers, employees, agents and each
person, if any, who controls SunGard within the meaning of the Securities Act
against any Losses to which an indemnitee may become subject insofar as those
Losses (or actions in respect thereof) arise out of or are based upon (i) the
Company's or the One Group Funds' intentional misconduct, bad faith or
negligence in performing their duties and obligations under this Agreement, or
(ii) any material breach by the Company or the One Group Funds of any material
provision of this Agreement, including, without limitation, any representation,
warranty or covenant made in this Agreement; and shall reimburse the indemnitees
for any legal or other expenses reasonably incurred, as incurred, by them in
connection with investigating or defending against such Losses.
(d) Without regard to the limitations on liability set forth in Section
11 above, the Company and the One Group Funds, jointly and severally, agree to
indemnify and hold harmless SunGard and its directors, officers, employees,
agents and each person, if any, who controls it within the meaning of the
Securities Act against any Losses to which an indemnitee may become subject
insofar as those Losses (or actions in respect thereof) arise out of or are
based upon (i) any error in the pricing or confirmation information provided by
the Company or the One Group Funds (or their designee), electronically or
otherwise, to SunGard pursuant to the Operating Procedures, which erroneous
pricing or confirmation information SunGard, acting in good faith, in fact
transmitted through the Expediter System precisely as received from the Company
or the One Group Funds (or their designee), or (ii) any misstatement or alleged
misstatement of a material fact contained in a prospectus relating to any One
Group Fund, the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any other violation of federal or state securities laws, and
shall reimburse the indemnitees for any legal or other expenses reasonably
incurred, as incurred, by them in connection with investigating or defending
against such Losses.
(e) If any third party threatens to commence or commences any action for
which one party (the "Indemnifying Party") may be required to indemnify another
person hereunder (the "Indemnified Party"), the Indemnified Party shall promptly
give notice thereof to the Indemnifying Party. The Indemnifying Party shall be
entitled, at its own expense and without limiting its obligations to indemnify
the Indemnified Party, to assume control of the defense of such action with
counsel selected by the Indemnifying Party which counsel shall be reasonably
satisfactory to the Indemnified Party. If the Indemnifying Party assumes the
control of the defense, the Indemnified Party may participate in the defense of
such claim at its own expense. Without the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld, the
Indemnifying Party may not settle or compromise the liability of the Indemnified
Party in such action or consent to or permit the entry of any judgment in
respect thereof unless in connection with such settlement, compromise or consent
each Indemnified Party receives from such claimant an unconditional release from
all liability in respect of such claim.
Termination. Each party may terminate this Agreement on sixty (60) days
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prior written notice to the other parties; provided, however, that (i) any such
termination shall not affect the One Group Funds'
(or its designee's) obligation to ensure that the Accounts are maintained in
each One Group Fund in the names of each record owner as originally designated
and (ii) after termination by the Company or the One Group Funds, no fee shall
be due with respect to any shares of the One Group Funds that are purchased and
held by the Accounts after the date of termination, except that the Company and
the One Group Funds shall be obligated to continue to pay SunGard Investment
Products Inc. the fees as set forth in the Schedules attached hereto as to
shares of the One Group Funds held by the Accounts as of the date of termination
for so long as such shares continue to be held by the Accounts and SunGard
continues to provide services to such Accounts as contemplated by this
Agreement-, provided, however, that, in the event that the Company is terminated
as distributor for the One Group Funds or otherwise ceases to act as distributor
for the One Group Funds, such payment obligation shall immediately cease. In
such event, such payments shall be made by the One Group Funds or the successor
distributor that is appointed by the One Group Funds. This Agreement shall
remain in effect to the extent necessary for each party to perform its
obligations with respect to shares of the One Group Funds for which a fee
continues to be due subsequent to such termination. It is understood that the
Company or the One Group Funds may terminate this Agreement with respect to any
particular One Group Fund only upon sixty (60) days prior written notice to
SunGard. It is further understood that if a Participating Customer states in
writing that SunGard may no longer perform the services contemplated by this
Agreement, then this Agreement shall terminate with respect to such
Participating Customer, and its related Accounts, sixty (60) days after receipt
of such notice by SunGard.
14. Miscellaneous.
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(a) It is understood that the parties hereto may perform similar
or identical services for others, and may enter into other agreements with
third parties governing similar arrangements without first obtaining the
consent of the other parties hereto.
(b) This Agreement, including the Schedules and Exhibits attached
hereto, contains the entire agreement among the parties with respect to
the services contemplated, and no provision may be waived, changed or
amended except in a writing signed by the parties hereto and approved by
the disinterested trustees of the One Group Funds.
(c) The duties or obligations specified herein may not be assigned
by any party hereto without the prior written consent of the other parties
to this Agreement.
(d) This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
(e) The terms of Sections 5, 9, 11 and 12 hereof shall survive the
termination of this Agreement.
(f) This Agreement shall be governed by, and construed and
enforced in accordance with, the substantive laws of the state of
Illinois, without regard to its principles of conflicts of laws.
(g) All notices, consents, and other communications provided for in this
Agreement to be given by one party to the other parties will be deemed validly
given, if in writing and delivered personally or sent by express delivery or
certified mail, return receipt requested, or confirmed facsimile transmission,
to the address or facsimile numbers provided below.
(h) This Agreement may be executed in one or more counterparts, each of
which shall be an original and all of which together shall be deemed one and the
same instrument.
(i) The names "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
and hereafter filed. The obligations of "One Group Mutual Funds" 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 of
shares of the Trust must look solely to the assets of the Trust belonging to
such series for the enforcement of any claims against the Trust.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
THE ONE GROUP SERVICES COMPANY SUNGARD INVESTMENT PRODUCTS
/s/ Xxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxx
-------------------------------------- -----------------------------------
Name: Xxxx X. Xxxxxx Xxxxx X. Xxxxxxx
Title: President President
Address:
0000 Xxxxxxx Xxxxxxx 00 Xxxx Xxxxx Xxxx
Xxxxxx Xxxxx, Xxxxx X0 Xxxxxxxx, XX 00000
Xxxxxxxx, XX 00000
Phone ( ) Phone: (000) 000-0000
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Fax: ( ) Fax: (000) 000-0000
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ONE GROUP MUTUAL FUNDS
/s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Address:
0000 Xxxxxxx Xxxxxxx
Xxxxxx Xxxxx, Xxxxx X0
Xxxxxxxx, XX 00000
Phone ( )
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Fax: ( )
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SCHEDULE A
Fees payable in connection with the transmission of orders on behalf of ERISA
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assets
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Orders for the purchase or redemption of shares may be transmitted on behalf of
ERISA assets with respect to each One Group Fund listed below in exchange for
the following fees:
1. Service Fee. With respect to the average daily net asset value of all
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Account balances in each One Group Fund for the preceding month, the fee
payable to SunGard Investment Products Inc. shall equal:
The Administrative Fee Factor (as defined below for each One Group Fund)
multiplied by
the number of days in the current month / 365
multiplied by
the total average net asset value of Account balances in the One Group Fund
for the preceding month.
The Company or the One Group Funds shall calculate the amount of each
monthly payment and shall deliver to SunGard Investment Products Inc. a
monthly statement showing the calculation of the amount payable to SunGard
Investment Products Inc. for the preceding month. Payment to SunGard
Investment Products Inc. shall occur within thirty (30) days following the
end of each month.
FUND TICKER CUSIP CLASS ADMINISTRATIVE DIVIDEND
---- ------ ----- ----- FEE FACTOR
----------
SCHEDULE
--------
One Group Balanced OGASX 681937470 A .0025 Monthly
One Group Balanced HLBAX 681937488 I .0005 Monthly
One Group Large Cap Growth OLGAX 681937249 A .0025 Quarterly
One Group Large Cap Growth SEEGX 681937256 I .0005 Quarterly
One Group Large Cap Value OLVAX 681937876 A .0025 Quarterly
One Group Large Cap Value HLQVX 681937884 I .0005 Quarterly
One Group Mid Cap Growth OSGIX 681937728 A .0025 Quarterly
One Group Mid Cap Growth HLGEX 681937736 I .0005 Quarterly
One Group International Equity Index OEIAX 681937561 A .0025 Annually
One Group International Equity Index OIEAX 681937579 I .0005 Annually
One Group Mid Cap Value OGDIX 681937751 A .0025 Quarterly
One Group Mid Cap Value HLDEX 681937769 I .0005 Quarterly
One Group Equity Index OGEAX 681937827 A .0025 Quarterly
One Group Equity Index HLEIX 681937835 I .0005 Quarterly
One Group Equity Income OIEIX 681937785 A .0025 Monthly
One Group Equity Income HLIEX 681937793 I .0005 Monthly
FUND TICKER CUSIP CLASS ADMINISTRATIVE DIVIDEND
---- ------ ----- ----- FEE FACTOR
----------
SCHEDULE
--------
One Group Diversified Equity PAVGX 681939815 A .0025 Quarterly
One Group Diversified Equity OGVFX 681939781 I .0005 Quarterly
One Group Small Cap Growth PGSGX 681939849 A .0025 Quarterly
One Group Small Cap Growth OGGFX 681939823 I .0005 Quarterly
One Group Small Cap Value PSOAX 00000X000 A .0025 Quarterly
One Group Small Cap Value PSOPX 00000X000 I .0005 Quarterly
One Group Diversified Mid Cap PECAX 6823 IN701 A .0025 Quarterly
One Group Diversified Mid Cap WOOPX 6823IN875 I .0005 Quarterly
One Group Diversified International PGIEX 00000X000 A .0025 Quarterly
One Group Diversified International WOIEX 6823IN834 I .0005 Quarterly
One Group Market Expansion Index N/A 6823IN826 A .0025 Quarterly
One Group Market Expansion Index PGMIX 6823IN784 I .0005 Quarterly
One Group Investor Growth ONGAX 681939674 A .0025 Quarterly
One Group Investor Growth ONIFX 681939658 I .0005 Quarterly
One Group Investor Growth & Income ONGIX 681939617 A .0025 Quarterly
One Group Investor Growth & Income ONGFX 681939583 I .0005 Quarterly
One Group Investor Conservative OICAX 681939641 A .0025 Quarterly
Growth
One Group Investor Conservative ONCFX 681939625 I .0005 Quarterly
Growth
One Group Investor Balanced OGIAX 681939575 A .0025 Monthly
One Group Investor Balanced OIBFX 681939559 I .0005 Monthly
One Group Intermediate Bond OGBAX 681937264 A .0025 Daily
One Group Intermediate Bond SEIFX 681937272 I .0005 Daily
One Group Government Bond OGGAX 681937330 A .0025 Daily
One Group Government Bond HLGAX 681937348 I .0005 Daily
One Group Short-Term Bond OGLVX 681937629 A .0025 Daily
One Group Short-Term Bond HLLVX 681937637 I .0005 Daily
One Group Income Bond ONIAX 681937652 A .0025 Daily
One Group Income Bond HLIPX 681937660 I .0005 Daily
One Group Ultra Short-Term Bond ONUAX 681937314 A .0025 Daily
One Group Ultra Short-Term Bond HLGFX 681937322 I .0005 Daily
FUND TICKER CUSIP CLASS ADMINISTRATIVE DIVIDEND
---- ------ ----- ----- FEE FACTOR SCHEDULE
---------- --------
One Group High Yield Bond OHYAX 6823IN107 A .0025 Daily
One Group High Yield Bond OHYFX 6823IN131 I .0005 Daily
One Group Treasury & Agency OTABX 681939526 A .0025 Daily
One Group Treasury & Agency OGTFX 681939492 I .0005 Daily
One Group Bond Fund PGBOX 6823IN776 A .0025 Daily
One Group Bond Fund WOBDX 6823IN743 I .0005 Daily
2. Sub-Accounting Fee. The fee payable to SunGard Investment Products Inc.
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shall equal ten dollars ($10.00) per year per each beneficial owner of an
Account in each One Group Fund listed in Item 1 above for any part of the
subject year. SunGard shall calculate the amount of the aggregate annual
payment and shall deliver to the Company or the one Group Funds an annual
statement showing the calculation of the annual amounts payable to SunGard
Investment Products Inc. Payment to SunGard Investment Products Inc. shall
occur within thirty (30) days following the end of each year.
SCHEDULE B
Fees payable in connection with the transmission of orders on behalf of
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non-ERISA assets
----------------
Orders for the purchase or redemption of shares may be transmitted on behalf of
non-ERISA assets with respect to each One Group Fund listed below in exchange
for the following fees:
With respect to the average daily net asset value of all Account balances
in each One Group Fund for the preceding month, the fee payable to SunGard
Investment Products Inc. shall equal:
The Administrative Fee Factor (as defined below for each One Group Fund)
multiplied by
the number of days in the current month / 365
multiplied by
the total average net asset value of Account balances in the One Group Fund
for the preceding month.
The Company or the One Group Funds shall calculate the amount of each
monthly payment and shall deliver to SunGard Investment Products Inc. a
monthly statement showing the calculation of the amount payable to SunGard
Investment Products Inc. for the preceding month. Payment to SunGard
Investment Products Inc. shall occur within thirty (30) days following the
end of each month.
FUND TICKER CUSIP CLASS ADMINISTRATIVE DIVIDEND
---- ------ ----- ----- FEE FACTOR
----------
SCHEDULE
--------
One Group Balanced OGASX 681937470 A .0025 Monthly
One Group Balanced HLBAX 681937488 I .0005 Monthly
One Group Large Cap Growth OLGAX 681937249 A .0025 Quarterly
One Group Large Cap Growth SEEGX 681937256 I .0005 Quarterly
One Group Large Cap Value OLVAX 681937876 A .0025 Quarterly
One Group Large Cap Value HLQVX 681937884 I .0005 Quarterly
One Group Mid Cap Growth OSGIX 681937728 A .0025 Quarterly
One Group Mid Cap Growth HLGEX 681937736 I .0005 Quarterly
One Group International Equity Index OEIAX 681937561 A .0025 Annually
One Group International Equity Index OIEAX 681937579 I .0005 Annually
One Group Mid Cap Value OGDIX 681937751 A .0025 Quarterly
One Group Mid Cap Value HLDEX 681937769 I .0005 Quarterly
One Group Equity Index OGEAX 681937827 A .0025 Quarterly
One Group Equity Index HLEIX 681937835 I .0005 Quarterly
One Group Equity Income OIEIX 681937785 A .0025 Monthly
One Group Equity Income HLIEX 681937793 I .0005 Monthly
FUND TICKER CUSIP CLASS ADMINISTRATIVE DIVIDEND
---- ------ ----- ----- FEE FACTOR SCHEDULE
---------- --------
One Group Diversified Equity PAVGX 681939815 A .0025 Quarterly
One Group Diversified Equity OGVFX 681939781 I .0005 Quarterly
One Group Small Cap Growth PGSGX 681939849 A .0025 Quarterly
One Group Small Cap Growth OGGFX 681939823 I .0005 Quarterly
One Group Small Cap Value PSOAX 6823IN305 A .0025 Quarterly
One Group Small Cap Value PSOPX 6823IN602 I .0005 Quarterly
One Group Diversified Mid Cap PECAX 6823IN701 A .0025 Quarterly
One Group Diversified Mid Cap WOOPX 00000X000 I 0005 Quarterly
One Group Diversified International PGIEX 6823IN867 A .0025 Quarterly
One Group Diversified International WOIEX 6823IN834 I .0005 Quarterly
One Group Market Expansion Index N/A 00000X000 A .0025 Quarterly
One Group Market Expansion Index PGMIX 00000X000 I .0005 Quarterly
One Group Investor Growth ONGAX 681939674 A .0025 Quarterly
One Group Investor Growth ONIFX 681939658 I .0005 Quarterly
One Group Investor Growth & Income ONGIX 681939617 A .0025 Quarterly
One Group Investor Growth & Income ONGFX 681939583 I .0005 Quarterly
One Group Investor Conservative OICAX 681939641 A .0025 Quarterly
Growth
One Group Investor Conservative ONCFX 681939625 I .0005 Quarterly
Growth
One Group Investor Balanced OGIAX 681939575 A .0025 Monthly
One Group Investor Balanced OIBFX 681939559 I .0005 Monthly
One Group Intermediate Bond OGBAX 681937264 A .0025 Daily
One Group Intermediate Bond SEIFX 681937272 I .0005 Daily
One Group Government Bond OGGAX 681937330 A .0025 Daily
One Group Government Bond HLGAX 681937348 I .0005 Daily
One Group Short-Term Bond OGLVX 681937629 A .0025 Daily
One Group Short-Term Bond HLLVX 681937637 I .0005 Daily
One Group Income Bond ONIAX 681937652 A .0025 Daily
One Group Income Bond HLIPX 681937660 I .0005 Daily
One Group Ultra Short-Term Bond ONUAX 681937314 A .0025 Daily
One Group Ultra Short-Term Bond HLGFX 681937322 I .0005 Daily
FUND TICKER CUSIP CLASS ADMINISTRATIVE DIVIDEND
---- ------ ----- ----- FEE FACTOR SCHEDULE
---------- --------
One Group High Yield Bond OHYAX 6823 IN 107 A .0025 Daily
One Group High Yield Bond OHYFX 6823IN131 I .0005 Daily
One Group Treasury & Agency OTABX 681939526 A .0025 Daily
One Group Treasury & Agency OGTFX 681939492 I .0005 Daily
One Group Bond Fund PGBOX 6823 IN776 A .0025 Daily
One Group Bond Fund WOBDX 00000X000 I .0005 Daily
EXHIBIT I
Operating procedures with respect to ERISA assets
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1. The One Group Funds or their designee shall furnish to SunGard with
respect to each One Group Fund (a) net asset value information (determined in
accordance with all applicable securities laws, rules and regulations) as of the
close of regular trading on the New York Stock Exchange (usually 4:00 P.M.
Eastern Time) or as of such other time as set forth in each One Group Fund's
prospectus ("Close of Trading") on each business day that the New York Stock
Exchange is open for business ("Business Day"), (b) dividend and capital gains
information as it arises, and (c) in the case of income funds, the daily accrual
for interest rate factor (mil rate). The One Group Funds or their designee shall
provide such information for each One Group Fund to SunGard by means of computer
file transmission by 7:00 P.M. Eastern Time on each Business Day.
2. SunGard shall, on behalf of the One Group Funds, receive from
Participating Customers for processing prior to the Close of Trading on each
Business Day: (1) orders for the purchase of shares of the One Group Funds, and
(2) redemption requests with respect to shares of the One Group Funds held in
the Accounts ("Instructions"). SunGard shall, upon its receipt of any such
Instructions, confirm such receipt with the Participating Customers.
3. SunGard shall communicate to the One Group Funds or their designee
by 9:00 A.M. Eastern Time on each Business Day, by means of computer file
transmission, a report of the trading activity for the most recent Business Day
for each Account in any of the One Group Funds. The number of shares to be
purchased or redeemed shall be determined based upon the net asset value at the
Close of Trading on the most recent Business Day.
4. In the event that the One Group Funds or their designee receives the
trading information described in the preceding paragraph after 9:00 A.M. Eastern
Time on a Business Day, the One Group Funds or their designee shall use best
efforts to enter Account orders at the net asset value at the Close of Trading
on the most recent Business Day, but if the One Group Fund or their designee is
unable to do so, the transaction shall be entered at the net asset value next
determined after the One Group Funds or their designee receives the trading
information.
5. (a) The One Group Funds or their designee shall send to SunGard
via computer file transmission a verification of each Business Day's (1) net
purchase or net redemption transactions, as the case may be, (2) income
transactions generated by the One Group Fund(s), and (3) current investment
positions per Account for each affected One Group Fund by the Close of Trading
on the next Business Day.
(b) The One Group Funds or their designee shall send to SunGard
via computer file transmission a statement indicating the investment positions
of each Account in each One Group Fund as of the last Business Day of each month
within two (2) Business Days thereafter.
6. In the event there is a net purchase or a net redemption for an
Account in any One Group Fund on any Business Day, SunGard shall provide such
information to the affected
Participating Customers for purposes of effecting wire payments to, or receiving
wire payments from, the One Group Funds, as the case may be.
7. Subject to SunGard's compliance with these Operating Procedures,
SunGard shall be considered a limited agent of the One Group Funds for the
purpose of receiving, on the One Group Funds' behalf, orders for the purchase
and redemption of One Group Fund shares. The Business Day on which Instructions
are received in proper form by SunGard from Participating Customers by the Close
of Trading shall be the date as of which shares of the One Group Funds shall be
purchased and redeemed as a result of such Instructions, provided that the One
Group Funds or their designee receives the trading information relating thereto
in accordance with paragraph 3 of these Operating Procedures. Instructions
received in proper form by SunGard from Participating Customers 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 shall be
issued in additional shares of the applicable One Group Fund at net asset value
in accordance with each One Group Fund's then current prospectus.
EXHIBIT 2
Operating procedures with respect to non-ERISA assets
-----------------------------------------------------
1. The One Group Funds or their designee shall furnish SunGard with
respect to each One Group Fund (1) net asset value information (determined in
accordance with all applicable securities laws, rules and regulations) as of the
close of regular trading on the New York Stock Exchange (usually 4:00 P.M.
Eastern Time) or as of such other time as set forth in each One Group Fund's
prospectus ("Close of Trading") on each business day that the New York Stock
Exchange is open for business ("Business Day"), (2) dividend and capital gains
information as it arises, and (3) in the case of income funds, the daily accrual
for interest rate factor (mil rate). The One Group Funds or their designee shall
provide such information for each One Group Fund to SunGard by means of computer
file transmission by 7:00 P.M. Eastern Time on each Business Day.
2. SunGard shall, on behalf of the One Group Funds, receive from
Participating Customers before the Close of Trading (or, if earlier, individual
One Group Fund cutoff time as set forth in a One Group Fund's prospectus ("Fund
Network Cutoff Time")) on any Business Day net orders for the purchase or
redemption of One Group Fund shares held (or to be held) in the Accounts
("Instructions"). SunGard shall, upon its receipt of any such Instructions,
confirm such receipt with the Participating Customers.
3. SunGard shall then communicate to the One Group Funds or their
designee by 9:00 A.M. Eastern Time on each Business Day, by means of computer
file transmission, a report of the trading activity for the most recent Business
Day for each Account in any of the One Group Funds. The number of shares to be
purchased or redeemed shall be determined based upon the net asset value at the
Close of Trading on the most recent Business Day.
4. (a) The One Group Funds or their designee shall send to SunGard
via computer file transmission a verification of each Business Day's (1) net
purchase or net redemption transactions, as the case may be, (2) income
transactions generated by the One Group Fund(s), and (3) current investment
positions per Account for each affected One Group Fund by:
(i) 12:00 noon Eastern Time on the next Business Day for NAV
funds and P.M. money market funds, or
(ii) one hour after receipt of the report of the trading
activity for A.M. money market funds.
(b) The One Group Funds or their designee shall send to SunGard
via computer file transmission a statement indicating the investment positions
of each Account in each One Group Fund as of the last Business Day of each month
within two (2) Business Days thereafter.
5. In the event there is a net purchase or a net redemption for an
Account in any One Group Fund on any Business Day, SunGard shall provide such
information to the affected Participating
Customers for purposes of effecting wire payments to, or receiving wire payments
from, the One Group Funds, as the case may be.
6. Subject to SunGard's compliance with these Operating Procedures,
SunGard shall be considered a limited agent of the One Group Funds for the
purpose of receiving, on the One Group Funds' behalf, orders for the purchase
and redemption of One Group Fund shares. The Business Day on which Instructions
are received in proper form by SunGard from Participating Customers by the Close
of Trading (or Fund Network Cutoff Time, if earlier) shall be the date as of
which shares of the One Group Funds shall be purchased and redeemed as a result
of such Instructions, provided that the One Group Funds or their designee
receives the trading information relating thereto in accordance with paragraph 3
of these Operating Procedures. Instructions received in proper form by SunGard
from Participating Customers after the Close of Trading or Fund Network Cutoff
Time on any given Business Day shall be treated as if received on the next
following Business Day. Dividends and capital gains distributions shall be
issued in additional shares of the applicable One Group Fund at net asset value
in accordance with each One Group Fund's then current prospectus.
