1
Item 23(h)(3)
Administration Agreement
effective as of January 1, 2000
between One Group Investment Trust and
One Group Administrative Services, Inc.
2
ADMINISTRATION AGREEMENT
------------------------
THIS AGREEMENT is made effective as of the 1st day of January, 2000, by
and between One Group(R) Investment Trust, a Massachusetts business trust (the
"Trust"), having its principal place of business at 0000 Xxxxxxx Xxxxxxx,
Xxxxxxxx, Xxxx 00000, and One Group Administrative Services, Inc. (the
"Administrator"), a Delaware corporation having its principal place of business
at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000.
BACKGROUND INFORMATION
A. The Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), currently consisting of nine series
of shares of beneficial interest ("Shares");
B. The Trust is available to act as an investment vehicle for
separate accounts (the "Separate Accounts") established for
variable life insurance policies and variable annuity
contracts ("Variable Insurance Products"); and
C. The Trust desires to retain the Administrator to furnish
management, administrative, and fund accounting services to
each series of the Trust, all as now or hereafter may be
identified on Schedule A hereto as such Schedule may be
amended from time to time ("Portfolios").
STATEMENT OF AGREEMENT
The Trust and the Administrator hereby acknowledge the accuracy of the
foregoing Background Information and hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the management, administrative, and fund accounting services as
set forth in Article 2 and Article 3 below. The Administrator hereby accepts
such employment to perform the duties set forth below. The Administrator shall,
for all purposes herein, be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act for
or represent the Trust in any way and shall not be deemed an agent of the Trust.
ARTICLE 2. MANAGEMENT AND ADMINISTRATIVE SERVICES. Subject to the
direction and control of the Board of Trustees of the Trust (the "Trustees"),
the Administrator shall perform or supervise the performance by others of
administrative services in connection with the operations of the Portfolios,
except those performed by the investment advisor for the Portfolios under its
Investment Advisory Agreement, the custodian for the Portfolios under its
Custodian Agreement, and the Transfer Agent for the Portfolios under its
Transfer Agency Agreement.
1
3
Without limiting the generality of the foregoing, the Administrator
shall:
(a) Provide all necessary office facilities (which may be in the
offices of the Administrator or an affiliate), equipment, and
personnel for handling the affairs of the Portfolios;
(b) Subject to supervision by counsel to the Trust, prepare
amendments to, file, and maintain the Trust's governing
documents, including the Declaration of Trust, the Bylaws, and
minutes of meetings of shareholders;
(c) prepare agenda and compile board materials for all Trustee
meetings and review, file, and maintain minutes of meetings of
Trustees;
(d) provide individuals reasonably acceptable to the Trust's
Trustees to serve as officers of the Trust, who will be
responsible for the management of certain of the Trust's
affairs as determined by the Trust's Trustees;
(e) subject to supervision by counsel to the Trust, prepare,
review, and file the Trust's Registration Statement (on Form
N-1A or any replacement therefor), periodic supplements to the
Registration Statement, and proxy materials with the
Securities and Exchange Commission (the "Commission");
(f) prepare and file periodic reports to shareholders and the
Commission on Form N-SAR or any replacement forms therefor;
(g) prepare and file Notices to the Commission required pursuant
to Rule 24f-2 of the 1940 Act;
(h) compile data for, assist the Trust or its designee in the
preparation of, and file, all of the Portfolios' federal and
state tax returns and required tax filings other than those
required to be made by the Portfolios' custodian and transfer
agent;
(i) arrange for and coordinate the layout and printing of
prospectuses, statements of additional information,
semi-annual and annual reports to shareholders, and proxy
materials;
(j) prepare, with the assistance of the Trust's investment
advisor, communications to shareholders;
(k) coordinate the mailing of prospectuses, notices, proxy
statements, proxies, semi-annual and annual reports to
shareholders, and other reports to Trust shareholders, and
supervise and facilitate the proxy solicitation process for
all shareholder meetings, including the tabulation of
shareholder votes;
(l) prepare for and conduct shareholder meetings, if necessary;
(m) examine and review the operations and performance of the
various organizations providing services to the Trust or any
Portfolio of the Trust, including, without limitation, the
Trust's investment advisor, custodian, sub-advisor, transfer
agent, outside legal counsel, independent public accountants,
and other entities providing services to the Trust, and at the
request of the Trustees, report to the Trustees on the
performance of such organizations;
2
4
(n) prepare, negotiate, and administer contracts on behalf of the
Trust with, among others, the Trust's investment advisor,
custodian, and transfer agent;
(o) prepare, negotiate, and provide the services specified for the
Administrator under fund participation agreements ("Fund
Participation Agreements") between the Trust, the
Administrator, the investment advisor, the transfer agent, and
insurance companies desiring to utilize the Portfolios as the
investment vehicle for their Variable Insurance Products;
(p) calculate contractual Trust expenses and control all
disbursements for the Trust, and as appropriate compute the
Trust's yields, total return, expense ratios, portfolio
turnover rate and, if required, portfolio average
dollar-weighted maturity;
(q) calculate performance data of the Portfolios for dissemination
to information services covering the investment company
industry;
(r) assist with the design, development, and operation of
Portfolios for the Trust, including new classes, investment
objectives, policies and structure;
(s) monitor the Trust's compliance with Section 817 and Sections
851 through 855 of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, so as to
enable the Trust to comply with the diversification
requirements applicable to investments of variable contracts
and to maintain its status as a "regulated investment
company;"
(t) monitor the Trust's compliance with the Trust's registration
statement and the 1940 Act and the regulations issued
thereunder;
(u) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust
in accordance with the requirements of Rules 17g-1 and
17d-1(7) under the 1940 Act as such bonds and policies are
approved by the Trust's Trustees; and
(v) perform all administrative services and functions of the Trust
and each Portfolio to the extent administrative services and
functions are not provided to the Trust or such Portfolio
pursuant to the Trust's or such Portfolio's investment
advisory agreement, custodian agreement, and transfer agent
agreement.
The Administrator shall perform such other administrative services for
the Trust that are mutually agreed upon by the parties from time to time.
ARTICLE 3. FUND ACCOUNTING SERVICES. Subject to the direction and
control of the Trustees, the Administrator shall perform or supervise the
performance by others of fund accounting services in connection with the
operations of the Portfolios, except those performed by the investment advisor
for the Portfolios under its Investment Advisory Agreement, the custodian for
the Portfolios under its Custodian Agreement, and the Transfer Agent for the
Portfolios under its Transfer Agency Agreement. Without limiting the generality
of the foregoing, the Administrator shall:
3
5
(a) prepare and maintain the following books and records of each Portfolio
pursuant to Rule 31a-1 under the Investment Company Act of 1940 (the
"Rule"):
(1) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and
disbursements of cash and all other debits and credits, as
required by subsection (b)(1) of the Rule;
(2) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including
interest accrued and interest received, as required by
subsection (b)(2)(i) of the Rule;
(3) Separate ledger accounts required by subsection (b)(2)(ii) and
(iii) of the Rule; and
(4) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the
Rule.
(b) Perform the following accounting services daily for each Portfolio:
(l) calculate the net asset value per share utilizing prices
obtained from the sources described in subsection 3(b)(2)
below;
(2) obtain security prices from independent pricing services, or
if such quotes are unavailable, sources identified in pricing
guidelines adopted by the Trustees;
(3) verify and reconcile with the Portfolio's custodian all daily
trade activity;
(4) compute, as appropriate, each Portfolio's net income and
capital gains, dividend payables, dividend factors, 7-day
yields, 7-day effective yields, 30-day yields, distribution
yields, and weighted average portfolio maturity;
(5) review daily the net asset value calculation and dividend
factor (if any) for each Portfolio prior to release to
Separate Accounts, and check and confirm the net asset values
and dividend factors for reasonableness and deviations;
(6) Determine unrealized appreciation and depreciation on
securities held in variable net asset value Portfolios;
(7) Amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested by
the Trust;
(8) Update fund accounting system to reflect rate changeson
variable interest rate instruments;
(9) Post Portfolio transactions to appropriate categories;
4
6
(10) Accrue expenses of each Portfolio;
(11) Determine the outstanding receivables and payables for all (1)
security trades, (2) Portfolio share transactions and (3)
income and expense accounts;
(12) Provide accounting reports in connection with the Trust's
regular annual audit and other audits and examinations by
regulatory agencies; and
(13) Provide such periodic reports as the parties shall agree upon,
as set forth in a separate schedule.
(c) perform the following additional accounting services for each
Portfolio:
(1) Provide monthly a download (and hard copy thereof) of the
financial statements described below, upon request of the
Trust. The download will include the following items:
Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;
(2) Provide accounting information for the following:
(a) federal and state income tax returns and federal
excise tax returns;
(b) the Trust's semi-annual reports to the Commission on
Form N-SAR;
(c) the Trust's annual, semi-annual and quarterly (if
any) shareholder reports;
(d) registration statements on Form N-1A and other
filings relating to the registration of shares;
(e) monitoring of the Trust's status as a regulated
investment company under Subchapter M of the Internal
Revenue Code, as amended;
(f) annual audit by the Trust's auditors; and
(g) examinations performed by the Commission.
(3) Calculate declaration of income/capital gain distributions in
compliance with income/excise tax distribution requirements
and ensure that such distributions are not "preferential"
under the Internal Revenue Code.
(4) Report to the Trust with weekly market pricing of securities
in any Portfolios which are money market funds, with the
comparison to amortized cost valuations.
The Administrator may provide additional special reports upon the request of the
Trust or a Portfolio's investment advisor, which may result in an additional
charge, the amount of which shall be agreed upon between the parties.
5
7
ARTICLE 4. ALLOCATION OF CHARGES AND EXPENSES.
----------------------------------
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are officers or employees of the Administrator or any affiliated
company of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.
(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organization costs, taxes, fees and expenses for legal and auditing
services, fees and expenses of pricing services used to value securities of the
One Group Investment Trust Equity Index Portfolio, transfer agency fees and
expenses, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing shareholders, all expenses
incurred in connection with issuing and redeeming shares, the costs of custodial
services, the cost of initial and ongoing registration of the shares under
Federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not officers or employees of the Administrator or the Investment Advisor
to the Trust or any affiliated company of the Administrator or the Investment
Advisor, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisors to the Trust.
ARTICLE 5. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. In consideration of the services rendered, the
facilities furnished and the expenses assumed by the Administrator pursuant to
this Agreement, the Trust shall pay the Administrator compensation at an annual
rate specified in Schedule A attached hereto. Such compensation shall be
calculated and accrued daily, and paid to the Administrator on the first
business day of each month, or at such time(s) as the Administrator shall
request and the parties hereto shall agree. The Trust shall also reimburse the
Administrator for its reasonable out-of-pocket expenses, including the travel
and lodging expenses incurred by officers and employees of the Administrator in
connection with attendance at Trustee meetings. If this Agreement terminates
before the last day of a month, the Administrator's compensation for that part
of the month in which this Agreement is in effect shall be prorated according to
the proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to the Administrator, the
value of net assets of a particular Portfolio shall be computed in the manner
described in the Trust's Declaration of Trust or in the Prospectus or Statement
of Additional Information for the computation of the Trust's net assets in
connection with the determination of the net asset value of the Trust's shares.
6
8
(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
ARTICLE 6. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable law which cannot be waived or modified
hereby. Any person, even though also an employee, or agent of the Administrator,
who may be or become an officer, Trustee, employee or agent of the Trust or the
Portfolios shall be deemed, when rendering services to the Trust or the
Portfolios, or acting on any business of that party, to be rendering such
services to or acting solely for that party and not as a partner, employee, or
agent or one under the control or direction of the Administrator even though
paid by it.
So long as the Administrator acts in good faith and with due diligence
and without negligence, the Trust assumes full responsibility and shall
indemnify the Administrator, its employees, agents, directors, officers and
nominees and hold them harmless from and against any and all actions, suits and
claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of the Administrator's actions taken or
nonactions with respect to the performance of services hereunder. The indemnity
and defense provisions set forth herein shall indefinitely survive the
termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith shall not affect the rights
hereunder.
The Trust shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Trust elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the Trust
and satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel
7
9
retained by it. If the Trust does not elect to assume the defense of a suit, it
will reimburse the Administrator for the reasonable fees and expenses of any
counsel retained by the Administrator.
The Administrator may apply to the Trust at any time for instructions
and may consult counsel for the Trust or its own counsel and with accountants
and other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
The Administrator shall be protected in acting upon any document which
it reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. The Administrator will not be held to have notice of
any change of authority of any officers, employees or agents of the Trust until
receipt of written notice thereof from the Trust.
ARTICLE 7. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that directors, officers, employees
and shareholders of the Trust are or may be or become interested in the
Administrator, as officers, employees or otherwise and that partners, officers
and employees of the Administrator and its counsel are or may be or become
similarly interested in the Trust, and that the Administrator may be or become
interested in the Trust as an owner of a Variable Insurance Contract or
otherwise.
ARTICLE 8. TERM. This Agreement shall become effective as of the date
first written above (or, if a particular Portfolio is not in existence on the
date, on the date an amendment to Schedule A to this Agreement relating to that
Portfolio is executed) and shall continue until November 1, 2000, and unless
sooner terminated as provided herein, thereafter shall be renewed automatically
for successive one-year terms, unless written notice not to renew is given by
the non-renewing party to the other party at least 60 days prior to the
expiration of the then-current term.
Notwithstanding the foregoing, this Agreement may be terminated at any
time by mutual agreement of the parties hereto or for "cause." For purposes of
this Agreement, "cause" shall mean (a) willful misfeasance, bad faith, gross
negligence or reckless disregard of the party to be terminated; (b) a final,
unappealable judicial, regulatory or administrative ruling or order in which the
party to be terminated has been found guilty of criminal or unethical behavior
in the conduct of its business; (c) financial difficulties on the part of the
party to be terminated which is evidenced by the authorization or commencement
of, or involvement by way of pleading, answer, consent, or acquiescence in, a
voluntary or involuntary case under Title 11 of the United States Code, as from
time to time in effect, or any applicable law of any jurisdiction relating to
the liquidation or reorganization of debtors or the modification or alteration
of the rights of creditors; or (d) any circumstance which substantially impairs
the performance of the obligations and duties, as contemplated herein.
If, for any reason other than "cause" as defined above, the
Administrator is replaced as administrator and fund accountant, or if a third
party is added to perform all or a part of the
8
10
services provided by Administrator under this Agreement, then the Trust shall
make a one-time cash payment, as liquidated damages, to the Administrator equal
to the balance due the Administrator for the remainder of the term of this
Agreement, assuming for purposes of calculation of the payment that the asset
level of the Trust on the date Administrator is replaced, or a third party is
added, will remain constant for the balance of the contract term.
ARTICLE 9. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
the Administrator may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 6
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
ARTICLE 10. AMENDMENTS. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Trust, and (ii) by the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a Trustees meeting called for the
purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Trust does not conflict with or violate any requirements of its
Declaration of Trust or then current prospectuses, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 11. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so.
ARTICLE 12. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Commission.
9
11
ARTICLE 13. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if delivered to the other
party at the following address: 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000, or
at such other address as a party may from time to time specify in writing to the
other party pursuant to this Section.
ARTICLE 14. GOVERNING LAW AND MATTERS RELATING TO THE TRUST AS A
MASSACHUSETTS BUSINESS TRUST. This Agreement shall be construed and the
provisions hereof interpreted under and in accordance with the laws of the
Commonwealth of Massachusetts. The names "One Group(R) Investment Trust" and
"Trustees of One Group(R) Investment Trust" 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 June 7, 1993 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 Investment Trust' 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.
[Signature Pages Follow]
10
12
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
ONE GROUP INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Title: PRESIDENT
ONE GROUP ADMINISTRATIVE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Title: Vice PRESIDENT
11
13
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JANUARY 1, 2000
BETWEEN
ONE GROUP INVESTMENT TRUST
AND
ONE GROUP ADMINISTRATIVE SERVICES, INC.
Portfolios: This Agreement shall apply to the following Portfolios:
One Group Investment Trust Bond Portfolio
One Group Investment Trust Government Bond Portfolio
One Group Investment Trust Balanced Portfolio
One Group Investment Trust Large Cap Growth Portfolio
One Group Investment Trust Equity Index Portfolio
One Group Investment Trust Diversified Equity Portfolio
One Group Investment Trust Mid Cap Growth Portfolio
One Group Investment Trust Diversified Mid Cap Portfolio
One Group Investment Trust Mid Cap Value Portfolio
Fees: Pursuant to Article 5, in consideration of services rendered and expenses
assumed pursuant to this Agreement, the Trust will pay the Administrator on the
first business day of each month, or at such time(s) as the Administrator shall
request and the parties hereto shall agree, a fee computed daily at the annual
rates specified below:
For all Portfolios except the One Group Investment Trust Equity Index Portfolio:
- .18% on the first $250 million in Trust assets (except for the
One Group Investment Trust Equity Index Portfolio)
- .14% on Trust assets in excess of $250 million (other than
assets in the One Group Investment Trust Equity Index
Portfolio)
For the One Group Investment Trust Equity Index Portfolio:
- .14% on One Group Investment Trust Equity Index Portfolio
assets.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Schedule
A as of the day and year first above written.
ONE GROUP INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxx
---------------------------
Title: President
ONE GROUP ADMINISTRATIVE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Title: Vice President
12
