Exhibit (h)(59)
Shareholder Services Agreement (Administrative Class Shares) dated as of
February 7, 2002 between One Group Mutual Funds and Banc One Capital Markets,
Inc.
ONE GROUP MUTUAL FUNDS
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
SHAREHOLDER SERVICES AGREEMENT
To
SHAREHOLDER SERVICES PLAN
To: Banc One Capital Markets, Inc. ("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, 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 as agent for its Customers. For all purposes of this Agreement,
the Service Organization will be deemed to be an
1
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 31 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 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
▇▇▇▇ ▇▇▇) 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.
2
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.
Banc One Capital Markets, Inc.
Attn: Chief Administrative Officer
1 Bank ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Copy to:
Bank One Law Department
1 Bank ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
One Group Mutual Funds
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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.
3
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Title: COO
--------------------------
Date: 2/7/02
---------------------------
ACCEPTED AND AGREED TO:
By: Banc One Capital Markets, Inc.
Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇▇▇
-------------------------------
Title: CAO
------------------------------
Date: 2/1/02
-------------------------------
4
Schedule A
to the
Shareholder Services Agreement
Between
One Group Mutual Funds
And
Banc One Capital Markets, Inc.
(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 Banc One Capital Markets, Inc.
-----------------------------------
(Service Organization)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇▇▇
----------------------- ----------------------------------
Date: 2/7/02 Date: 2/1/02
---------------------- --------------------------------
5
Schedule B
to the
Shareholder Services Agreement
Between
One Group Mutual Funds
and
Banc One Capital Markets, Inc.
(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 Banc One Capital Markets, Inc.
---------------------------------
(Service Organization)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇▇▇
---------------------- -----------------------------
Date: 2/7/02 Date: 2/1/02
---------------------- ----------------------------
_________________
/1/ All fees are computed and (if more than $50.00) paid monthly).
6