FORM OF TRANSFER AGENCY AGREEMENT Made as of the day of , 2004 by and between EACH OF THE ENTITIES LISTED ON EXHIBIT A HERETO And BOSTON FINANCIAL DATA SERVICES, INC.Transfer Agency Agreement • September 30th, 2004 • One Group Mutual Funds • Massachusetts
THIS AGREEMENT made as of the day of , 2004, by and between each of the entities listed on Appendix A hereto and each being an entity of the type set for on Appendix A and organized under the laws of the state as set forth on such Appendix, each with a principal place of business at 522 5th Ave., New York, NY 10036 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Appendix A (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds), and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (“BOSTON FINANCIAL”):
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 30th, 2004 • One Group Mutual Funds • New York
THIS AGREEMENT is made as of the 10th day of August, 2004, among the One Group® Mutual Funds (“OGMF”), each of the JP Morgan Funds listed in Exhibit A (“JPM Funds”) (together with the OGMF, the “Existing Funds”) and JPMorgan Chase & Co. (“Company”).
FORM OF ADMINISTRATION AGREEMENTForm of Administration Agreement • September 30th, 2004 • One Group Mutual Funds • Delaware
THIS AMENDED AND RESTATED AGREEMENT dated as of August 12, 2004 by and between One Group® Mutual Funds, a Massachusetts business trust (“Trust”), having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240, and One Group Administrative Services, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”). This Agreement shall be effective February 19, 2005.
FORM OF SECOND AMENDMENT TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • September 30th, 2004 • One Group Mutual Funds
SECOND AMENDMENT made as of the day of August, 2004 (“Amendment”) to the AMENDED AND RESTATED AGREEMENT made the 1st day of April, 2002, as amended the 15th day of May 2003 (“Amended Agreement”), between One Group® Mutual Funds (“Trust”), a Massachusetts business trust having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43271-1235, and One Group Dealer Services, Inc. (“Distributor”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43271-1235.
FORM OF INVESTMENT ADVISORY AGREEMENTForm of Investment Advisory Agreement • September 30th, 2004 • One Group Mutual Funds • Delaware
AGREEMENT (“Agreement”) made as of August , 2004 between ONE GROUP MUTUAL FUNDS, a Massachusetts business trust (herein called the “Fund”), and J.P. MORGAN INVESTMENT MANAGEMENT, INC., a Delaware corporation, with its principal office in New York, New York (herein called the “Investment Adviser”).
FORM OF SHAREHOLDER SERVICING AGREEMENTForm of Shareholder Servicing Agreement • September 30th, 2004 • One Group Mutual Funds • Delaware
THIS AGREEMENT, effective as of , 2004, by and between One Group Mutual Funds, a Massachusetts business trust (“Trust”), having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240, and One Group Dealer Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”).
FORM OF SHAREHOLDER SERVICING AGREEMENTForm of Shareholder Servicing Agreement • September 30th, 2004 • One Group Mutual Funds • Delaware
THIS AGREEMENT, effective as of , 2004, by and between One Group Mutual Funds, a Massachusetts business trust (“Trust”), having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240, and One Group Dealer Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”). This Agreement shall be effective February 19, 2005.
FORM OF DISTRIBUTION AGREEMENTForm of Distribution Agreement • September 30th, 2004 • One Group Mutual Funds • Delaware
AGREEMENT made as of the day of August, 2004, by and between One GroupÒ Mutual Funds (“Trust”), a Massachusetts business trust having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43271-1235, and One Group Dealer Services, Inc. (“Distributor”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43271-1235. This Agreement shall be effective February 19, 2005.
FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 30th, 2004 • One Group Mutual Funds • Massachusetts
AMENDED AND RESTATED AGREEMENT (“Agreement”) made as of August 12, 2004 between One Group Mutual Funds, a Massachusetts business trust (herein called the “Fund”), which was previously known as The Helmsman Fund, and BANC ONE INVESTMENT ADVISORS CORPORATION, an Ohio Corporation with its principal office in Columbus, Ohio (herein called the “Investment Adviser”).
