Exhibit (m)(24)
Agency Trading Agreement dated August 14, 2001, as amended April 1, 2002 between
Key Bank National Association, One Group Mutual Funds, One Group Dealer
Services, Inc. and Banc One Investment Advisor Corporation.
Amendment to
Agency Trading Agreement
This Amendment to the Agency Trading Agreement (the "Agreement") is made
effective April 1, 2002, by and between One Group Mutual Funds ("One Group"),
One Group Dealer Services, Inc. (OGDS"), Banc One Investment Advisors
Corporation ("BOIA"), and KeyBank National Association ("Key").
WHEREAS, pursuant to the Agreement dated as of August 14, 2001, Key agreed to
serve as limited agent to accept orders for the purchase, exchange and
redemption of shares of One Group by certain employee benefit plans and to
perform other administrative and recordkeeping services with respect to the
plans investments in One Group shares.
WHEREAS, OGDS serves as distributor for One Group; and
NOW THEREFORE, pursuant to Section 20 of the Agreement, One Group, OGDS, BOIA
and Key agree to amend the Agreement in the following form. All capitalized
terms shall have the same meaning as in the Agreement.
1. The preamble is amended to add One Group Dealer Services, Inc. as a party.
2. Section 8 is deleted and replaced with the following:
8. Representations of One Group and OGDS
(a) One Group represents that:
(i) it has full power and authority to enter into and perform
this Agreement and is duly authorized to appoint Key as its
agent;
(ii) it will promptly notify Key in the event that it is for any
reason unable to perform any of its obligations under this
Agreement.
(b) OGDS represents that:
(i) it has full power and authority to enter into and perform
this Agreement and is duly authorized to appoint Key as its
agent;
(ii) it is registered as a broker-dealer pursuant to the
Securities Exchange Act of 1934, as amended;
(iii) the Funds listed on Exhibit A attached hereto are
registered under applicable state securities laws in each
of the 50 states of the United States, Washington D.C. and
Puerto Rico; and
(iv) it will promptly notify Key in the event that it is for any
reason unable to perform any of its obligations under this
Agreement.
3. The notice provision in Section 19 is amended to read:
If to OGDS:
One Group Dealer Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
4. Exhibit F Compensation shall be amended as follows:
In consideration of the services provided by Key under this Agreement, One
Group and OGDS shall compensate Key as follows:
OGDS shall pay to Key a 12b-1 fee in an amount equal to 25 basis points per
annum of the average aggregate amount invested in the Funds through the
Plans each calendar month.
One Group shall pay to Key a sub-transfer fee of 10 basis points per annum
of the average aggregate amount invested in the Funds through the Plans
each calendar month. One Group will pay a portion of the fee equivalent to
$18.00 per account annually. Any portion for the fee in excess of this
amount shall be paid by BOIA.
The average aggregate amount invested through the plans over a calendar
month shall be computed by totaling daily balances during the month and
dividing such total by the actual number of days in the month. The
calculation of the fee shall be based upon the Fund's records held by the
Fund's Transfer Agent.
One Group agrees to provide an invoice and pay Key all fees within 30
business days after the last day of each quarter. Key shall advise One
Group in writing within 30 business days of receipt of the invoice if Key
disagrees with any information set forth on the invoice. All payments and
invoices to Key shall be sent to: KeyBank National Association, ▇.▇. ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
The Agreement, as amended, shall remain in full force and effect.
IN WITNESS THEREOF, One Group, OGDS, BOIA and Key have caused this Amendment to
be executed by their duly authorized officers effective as of the date first
written above.
One Group Dealer Services, Inc. KeyBank National Association
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ Jaror
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Name Name
President Director
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Title Title
4/18/02 4/17/02
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Date Date
Banc One Investment
One Group Mutual Funds Advisors Corporation
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name Name
Treasurer President
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Title Title
4/19/02 4/18/02
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Date Date