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Exhibit (10)(x)
Shareholder Services Agreement (Agency)
Between
Bank One Trust Company, N.A.
And
The One Group Services Company
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THE ONE GROUP SERVICES COMPANY
0000 XXXXXXX XXXX
XXXXXXXX, 0XXX 00000
SHAREHOLDER SERVICING AGREEMENT
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The One Group Services Company (the "Distributor") serves as the
Distributor to The One Group (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
12b-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 Bank One Trust Company, NA (the "Service Organization"), with its
principal office located at 000 Xxxx Xxxxxx Xxxx, Xxxxxxxx, XX 00000-0000,
concerning the provision of support services to the Service 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 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 Distributor, (ii) processing dividend payments
from the Company 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 subaccounting with respect to a
Fund's Shares beneficially owned by Customers or the
information to the Company necessary for subaccounting; (vi)
if required by law, forwarding Shareholder communications from
the Company (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 Plan; (viii) providing
such other similar services as the Distributor may reasonable
request to the extent the Service Organization is permitted to
do so under applicable statutes, rules, or regulations.
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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 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 Service
Organization for the account of any Customer or
Customers.
2.4 In providing services hereunder, the Service
Organization shall act solely for its Customers. For
all purposes of this Agreement, the 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 Service 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 Service 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 Service
Organization's responsibilities under this Agreement.
In addition, the Service Organization will furnish to
the Distributor, the Company or their designees such
information as the Distributor, the Company or their
designees may reasonable 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 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 (1) the Service 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
Xxxxx-Xxxxxxxx Act) and regulations.
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EXCULPATION; INDEMNIFICATION.
5.1 The Distributor shall not be liable to the Service
Organization and the Service 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 Service 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
November 14, 2002, and thereafter will continue
automatically for successive annual periods ending on
November 14 of each year.
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 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 Company 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.
7. GENERAL.
7.1 All notices and other communications to either the
Service Organization or the Distributor will be duly
given if mailed, telegraphed or telecopied to the
appropriate address set forth on page I thereof, 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 Service
Organization's consent.
7.3 This Agreement supersedes any other agreement between
the Distributor 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.
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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.
THE ONE GROUP SERVICES COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
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Title: President
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Date: December 23, 1987
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ACCEPTED AND AGREED TO:
Bank One Trust Company, NA
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By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxxx
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Title: Senior Managing Director
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Date: December 18, 1997
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Schedule A
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to the
Shareholder Servicing Agreement
Between The One Group Services Company
and
Bank One Trust Company, NA
(Service Organization)
FUNDS
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Money Market Funds
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U.S. Treasury Securities Money Market Fund - Class A Shares
Prime Money Market Fund - Class A Shares
Municipal Money Market Fund - Class A Shares
Ohio Municipal Money Market Fund - Class A Shares
Equity Funds
------------
Income Equity Fund - Class A Shares
Disciplined Value Fund - Class A Shares
Growth Opportunities Fund - Class A Shares
International Equity Index Fund - Class A Shares
Large Company Value Fund - Class A Shares
Equity Index Fund - Class A Shares Asset
Allocation Fund - Class A Shares
Large Company Growth Fund - Class A Shares Value
Growth Fund - Class A Shares
Small Capitalization Fund (Formerly, the Gulf South Growth Fund) - Class A
Shares
Investor Aggressive Growth Fund - Class A Shares
Investor Growth Fund - Class A Shares
Investor Growth and Income Fund - Class A Shares
Investor Balanced Fund - Class A Shares
Investor Conservative Growth Fund - Class A Shares
Fixed Income Funds
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Income Bond Fund - Class A Shares
Limited Volatility Bond Fund - Class A Shares
Intermediate Tax-Free Bond Fund - Class A Shares
Ohio Municipal Bond Fund - Class A Shares
Government Bond Fund - Class A Shares
Ultra Short-Term Income Fund -Class A Shares Municipal
Income Fund - Class A Shares West Virginia
Municipal Bond Fund - Class A Shares
Kentucky Municipal Bond Fund Intermediate Bond Fund - Class A Shares
Arizona Municipal Bond Fund - Class A Shares
Louisiana Municipal Bond Fund - Class A Shares
Treasury & Agency Fund - Class A Shares
Accepted and Agreed to:
The One Group Services Company Bank One Trust Company, NA
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(Service Organization)
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxx
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Date: December 23, 1997 Date: December 18, 1997
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Schedule B
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to the
Shareholder Servicing Agreement
Between The One Group Services Company
and
Bank One Trust Company, NA
--------------------------
(Service Organization)
Compensation(1)
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The Service Organization shall receive a fee calculated at an annual
rate of twenty-five one-hundredths of one percent (.25%) of the Fund's average
daily net assets attributable to Shares beneficially owned by the Service
Organization's Customers.
Accepted and Agreed to:
The One Group Services Company Bank One Trust Company, NA
-------------------------------------
(Service Organization)
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxx
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Date: December 23, 1997 Date: December 18, 1997
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(1) All fees arc computed daily and paid monthly.
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