0001193125-04-179370 Sample Contracts

Contract
Securities Lending Agreement • October 27th, 2004 • One Group Mutual Funds • New York

SECURITIES LENDING AGREEMENT (“Lending Agreement”), between JPMorgan Chase Bank (“Bank”), having its principal place of business at 270 Park Avenue, New York, New York 10017-2070 and One Group® Mutual Funds on behalf of each series listed on Exhibit A-1 and Exhibit A-2 hereto (the “Lender”). The effective date of this Agreement for each series of the Lender is:

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INVESTMENT ADVISORY AGREEMENT
Agreement • October 27th, 2004 • One Group Mutual Funds • Delaware

AGREEMENT (“Agreement”) made as of August 12, 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”).

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • October 27th, 2004 • One Group Mutual Funds • New York

This AGREEMENT is between JPMORGAN CHASE BANK (“Bank”) and each mutual fund listed in Schedule A-1 and Schedule A-2 (each a “Customer” or “Fund”). Each Fund is a series of either the One Group Investment Trust or the One Group Mutual Funds (each a “Trust”).

AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • October 27th, 2004 • One Group Mutual Funds • Massachusetts

AGREEMENT made as of August 18, 2004 by and between BANC ONE INVESTMENT ADVISORS CORPORATION, an Ohio corporation with its principal office in Columbus, Ohio (hereinafter called the “Investment Adviser”), and BANC ONE HIGH YIELD PARTNERS, LLC, an investment adviser with its principal office in Columbus, Ohio (hereinafter called the “Sub-Adviser”).

FUND ACCOUNTING SERVICES AGREEMENT ONE GROUP ADMINISTRATIVE SERVICES, INC. OCTOBER _, 2004
Fund Accounting Services Agreement • October 27th, 2004 • One Group Mutual Funds • New York

This AGREEMENT is made as of the dates set forth below and is between J.P. Morgan Investor Services Co. (“J.P. Morgan”), a Delaware corporation and One Group Administrative Services, Inc. (“OGAS”), a Deleware corporation, as administrator to each series of One Group Mutual Funds and One Group Investment Trust (each referred to herein as a “Trust” and each series referred to herein as a “Fund”) listed in Schedule A-1 and Schedule A-2.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 27th, 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”).

MUTUAL FUND SALES AND SERVICE AGREEMENT
Mutual Fund Sales and Service Agreement • October 27th, 2004 • One Group Mutual Funds • Ohio

This Agreement is entered into among the financial institution executing this Agreement (“Financial Institution”), One Group Dealer Services, Inc. (“OGDS”) and One Group Administrative Services, Inc. (“OGA”), with respect to those series of One Group Mutual Funds (“One Group”) listed in Exhibit A hereto (each series referred to individually as a “Fund” and collectively as the “Funds”) for whose shares of beneficial interest (“Shares”) OGDS serves as Distributor and for whom OGDS provides or coordinates shareholder services.

SUB TRANSFER AGENCY AGREEMENT
Sub Transfer Agency Agreement • October 27th, 2004 • One Group Mutual Funds • Ohio

WHEREAS, the Trust desires to enter into a Sub Transfer Agency Agreement pursuant to which the Trust will retain the Recordkeeper to perform certain recordkeeping and accounting services and functions with respect to transactions in Trust shares (“Shares”) of available Funds, as set forth in Exhibit A, made by or on behalf of participants in certain defined contribution employee benefit or retirement plans (the “Plans”), and with respect to holdings of Shares maintained by or on behalf of such participants, when with respect to the Trust such plans maintain with the Trust’s transfer agent (“Transfer Agent”) a single master shareholder account; and

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