Exhibit (h)(61)
Shareholder Services Agreement (Administrative Class Shares) dated as of
November 7, 2001 between One Group Mutual Funds and Bank One Trust Company, N.A.
ONE GROUP MUTUAL FUNDS
0000 XXXXXXX XXXXXXX
XXXXXXXX, XXXX 00000
SHAREHOLDER SERVICES AGREEMENT
To
SHAREHOLDER SERVICES PLAN
To: Bank One Trust Company, N.A. ("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 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 reasonable request (including, without
limitation, periodic certifications confirming the provision
to Customers of the services described herein), and will
otherwise 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.
5. EXCULPATION; INDEMNIFICATION.
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 obligations expressly assumed
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.
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 December 31, 2001, and thereafter will continue
automatically for successive annual periods ending on December
31of 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 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.
Bank One Trust Company, N.A.
OH1-1234
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxxx
One Group Mutual Funds
OH1-1235
0000 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxx
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, as amended and restated February 18,
1999, 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/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
--------------------------------------
Title: President
-------------------------------------
Date: 11/7/01
------------------------------------
ACCEPTED AND AGREED TO:
Bank One Trust Company, N.A.
----------------------------
(Service Organization)
By: /s/ Xxxxxxx X. Xxxx
----------------------------------------
Name: Xxxxxxx X. Xxxx
--------------------------------------
Title: Managing Director
--------------------------------------
Date: 11/2/01
---------------------------------------
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Schedule A
to the
Shareholder Services Agreement
Between
One Group Mutual Funds
and
Bank One Trust Company, N.A.
-------------------------------------------------
(Service Organization)
FUNDS
-----
Money Market Funds
------------------
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:
One Group Mutual Funds Bank One Trust Company, N.A.
(Service Organization)
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx
--------------------------------- ------------------------------------
Date: 11/7/01 Date: 11/2/01
------------------------------- ----------------------------------
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Schedule B
to the
Shareholder Services Agreement
Between
One Group Mutual Funds
and
Bank One Trust Company, N.A.
------------------------------------------------
(Service Organization)
Compensation/1/
---------------
The Service Organization shall receive a fee calculated at an annual
rate of up to 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 Bank One Trust Company, N.A.
(Service Organization)
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------------- -----------------------------------
Date: 11/7/01 Date: 11/2/01
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T:\invmgmt\wiblemic\One Group Admin. Class Agr - Trust(h)(62).doc
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/1/ All fees are computed daily and (if more than $50.00) paid monthly.
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