Exhibit (h)(78)
ONE GROUP MUTUAL FUNDS
0000 XXXXXXX XXXXXXX
XXXXXXXX, XXXX 00000
SHAREHOLDER SERVICES AGREEMENT
To
SHAREHOLDER SERVICES PLAN
CLASS S SHARES AND ADMINISTRATIVE CLASS SHARES
To: JPMorgan Chase Bank ("Service Organization")
We wish to enter into this Shareholder Services Agreement with you
concerning the provision of administrative support services to your customers
("Customers") who may from time to time be the record or beneficial owners of
shares of one or more of the series (individually, a "Fund"; collectively, the
"Funds") of One Group Mutual Funds (the "Trust") listed on Schedule A hereto, as
such Schedule may be amended from time to time. 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 A SERVICE ORGANIZATION.
2.1 The Service 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 a Fund: (i) aggregating and processing purchase and redemption
requests for a Fund's shares from Customers and placing net purchase
and redemption orders with the Trust, (ii) processing dividend
payments from the Trust on behalf of Customers; (iii) arranging for
bank wire transfer of funds to or from a Customer's account; (iv)
responding to inquiries from Customers relating to the services
performed by the Service Organization under this Agreement; (v)
providing sub-accounting with respect to a Fund's shares beneficially
owned by Customers or providing the information to the Trust necessary
for sub-accounting, (vi) if required by law, forwarding shareholder
communications from the Trust (such as proxies, shareholders reports,
annual and semi-annual financial statements, and dividend,
distribution, and tax notices) to Customers; (vii) forwarding to
Customers proxy statements and proxies containing any proposals
regarding this Agreement or a Fund's Shareholder Services Plan; (viii)
providing such other similar services as the Trust may reasonably
request to the extent the Service Organization is permitted to do so
under applicable statutes, rules, or regulations.
2.2 The Service 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 Servicing
Organization's business, or any personnel employed by the Servicing
Organization) as may be reasonable 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 Trust in its sole discretion, and the Trust may, in its discretion
and without notice, suspend or withdraw the sale of Fund shares,
including the sale of such shares to the Service Organization for the
account of any Customer or Customers.
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2.4 In providing services hereunder, the Service Organization shall act
solely as agent for its Customers. For all purposes of this Agreement,
the Service Organization will be deemed to be an independent
contractor, and will have no authority to act as agent for the Trust
in any matter or in any respect. No person is authorized to make any
representations concerning the Trust or any Fund's shares except those
representations contained in the Funds' then-current Prospectuses and
the Trust's Statement of Additional Information and in such printed
information as the Trust may subsequently prepare. The Service
Organization further agrees to deliver to Customers, upon the request
of the Trust, copies of any amended Prospectus and Statement of
Additional Information.
2.5 The Service Organization and its employees will, upon request, be
reasonably available during normal business hours to consult with the
Trust or its designees concerning the performance of the Service
Organization's responsibilities under this Agreement. In addition, the
Service Organization will furnish to the Trust or its designees such
information as the Trust or its designees may reasonably request
(including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will use
reasonable efforts to cooperate with the Trust and its designees
(including, without limitation any auditors designated by the Trust)
in the preparation of reports to the Trust'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 Trust shall pay the Service Organization for the Services to be
provided by the Service 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 Service Organization
further represents, warrants, and agrees that: (i) the Service
Organization believes that it possesses the legal authority to perform
the services contemplated by this Agreement without violation of
applicable Federal laws and regulations. The Trust represents,
warrants and agrees that (i) it has requisite authority to enter into
this Agreement, (ii) payment of any fees pursuant hereto has been duly
authorized to the extent such authorization is required to make such
payment, (iii) payment of the fees is disclosed properly in the
relevant Fund prospectus to the extent such disclosure may be required
and (iv) payment of the fees is in material conformity with all
federal, state and industry laws or regulations to which the Trust and
the Funds are subject.
5. EXCULPATION;.
5.1 The Trust shall not be liable to the Service Organization and the
Service Organization shall not be liable to the Trust except for acts
or failures to act which constitute lack of good faith or negligence
and for a material breach of the Agreement by either party hereunder.
Nothing contained in this Agreement is intended to operate as a waiver
by the Trust or by the Service Organization of compliance with any
applicable federal or state law, rule, or regulation. In no event
shall either party to this Agreement be liable to the other under any
circumstances whatsoever for punitive damages, even if such party has
been advised of the possibility of such damages and regardless of the
forum or the form of action.
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 Trust or its designee. Unless
sooner terminated, this Agreement will continue until October 31,
2004, and thereafter will continue automatically for successive annual
periods ending on October 31 of each year.
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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 Trust or by the Service 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
Trust who are not "interested persons" (as such term is defined in the
0000 Xxx) 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.
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7. GENERAL
7.1 All notices and other communications to either the Service
Organization or the Trust will be duly given if mailed, telegraphed or
faxed to the appropriate address set forth below, or at such other
address as either party may provide in writing to the other party.
Service Organization:
JPMorgan Chase Bank
-----------------------------
Investment Management Group
-----------------------------
One Oxford Centre, Suite 1100
-----------------------------
Xxxxxxxxxx, XX 00000
-----------------------------
One Group Mutual Funds
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000-0000
Fax: 000-000-0000
7.2 The Trust may enter into other similar agreements for the provision of
shareholder services with any other person or persons without the
Service Organization's consent.
7.3 This Agreement supersedes any other agreement between the Trust and
the Service Organization relating to the provision of support services
to the Service Organization's Customers who beneficially own Fund
shares and relating 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.
7.4 The name "One Group Mutual Funds" and "Trustees of One Group Mutual
Funds" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time
under a Declaration of Trust dated May 23, 1985 to which reference is
hereby made and a copy of which is on file at the office of the
Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of "One Group Mutual Funds" entered
into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders
or representatives of the Trust personally, but bind only the assets
of the Trust, and all persons dealing with any series and/or class of
shares of the Trust must look solely to the assets of the Trust
belonging to such series and/or class for the enforcement of any
claims against the Trust.
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Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated.
ONE GROUP MUTUAL FUNDS
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
------------------------
Title: President
-----------------------
Date: 12/30/03
------------------------
ACCEPTED AND AGREED TO:
JPMORGAN CHASE BANK
(Service Organization)
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
------------------------
Title: Vice President
-----------------------
Date: 12/29/03
------------------------
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Schedule A
to the
Shareholder Services Agreement
between
One Group Mutual Funds
and
JPMorgan Chase Bank
(Service Organization)
FUNDS
Money Market Funds
One Group Institutional Prime Money Market Fund - Class S Shares
One Group Treasury Only Money Market Fund - Class S Shares
One Group Government Money Market Fund - Class S Shares
One Group Institutional Prime Money Market Fund - Administrative Class Shares
One Group Treasury Only Money Market Fund - Administrative Class Shares
One Group Government Money Market Fund - Administrative Class Shares
Accepted and Agreed to:
JPMorgan Chase Bank
One Group Mutual Funds --------------------------
(Service Organization)
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------- ----------------------
Date: 12/30/03 Date: 12/29/03
------------------------ --------------------
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Schedule B
to the
Shareholder Services Agreement
between
One Group Mutual Funds
and
JPMorgan Chase Bank
(Service Organization)
Compensation/1/
The Service Organization shall receive a fee calculated daily and paid
monthly at an annual rate of twenty-five one-hundredths of one percent (.25%) of
each Fund's Average daily net assets attributable to Class S shares beneficially
owned by the Service Organization's Customers.
The Service Organization shall receive a fee calculated daily and paid
monthly at an annual rate of ten one-hundredths of one percent (.10%) of each
Fund's average daily net assets attributable to Administrative Class shares
beneficially owned by the Service Organization's Customers.
Accepted and Agreed to:
One Group Mutual Funds JPMorgan Chase Bank
(Service Organization)
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------- ----------------------
Date: 12/30/03 Date: 12/29/03
------------------------ --------------------
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/1/ All fees are computed daily and paid monthly.
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