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Exhibit (13)(c)
Fund Accounting and Related Services Agreement
between
One Group Administrative Services, Inc.
and
BISYS Fund Services, Inc.
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FUND ACCOUNTING AND RELATED SERVICES AGREEMENT
THIS AGREEMENT is made effective as of the 1st day of November, 2000,
by and between One Group Administrative Services, Inc. (the "Administrator"), a
Delaware corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and BISYS Fund Services Ohio, Inc. ("BISYS"),
an Ohio corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
BACKGROUND INFORMATION
A. One Group(R) Mutual Funds (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
fifty-five series of shares of beneficial interest ("Shares");
B. Pursuant to a Management and Administration Agreement, dated as of
November 1, 2000 (the "Administration Agreement") between the
Trust and the Administrator, the Administrator provides various
services, including but not limited to administrative and fund
accounting services, for the Funds (as defined below) of the
Trust;
C. Under the Administration Agreement, the Administrator is
authorized to subcontract with any entity or person concerning the
provision of the services contemplated under the Administration
Agreement; and
D. The Administrator desires to retain BISYS to furnish fund
accounting and related 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 (each, a "Fund";
collectively, "the Funds").
STATEMENT OF AGREEMENT
The Administrator and BISYS hereby acknowledge the accuracy of the
foregoing Background Information and hereby agree as follows:
ARTICLE 1. FUND ACCOUNTING AND RELATED SERVICES. Subject to the
direction and control of the Administrator, BISYS shall perform or supervise the
performance by others of the fund accounting and related services described in
this Article 1. In that connection, BISYS shall:
a) prepare and file Notices to the Commission required pursuant to Rule
24f-2 under the 1940 Act;
b) review and provide information for the Trust's Registration Statement (on
Form N-1A, Form N-14 or any replacements therefor), periodic supplements
to the Registration Statement, proxy materials and other filings,
provided such review and information relate to the services BISYS
performs under this Agreement;
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c) to the extent requested by the Administrator, provide information and
assistance with inspections by the Securities and Exchange Commission
(the "Commission");
d) coordinate annual audit activities, including providing information and
assistance with respect to audits conducted by the Trust's independent
auditors, provided such assistance relates to the services BISYS performs
under this Agreement;
e) prepare semi-annual and annual financial statements;
f) prepare and file periodic reports to shareholders and the Commission on
Form N-SAR or any replacement forms therefor;
g) calculate and distribute performance data of the Funds to the
Administrator and information service providers covering the investment
company industry;
h) review all dividend declarations for the purpose of determining that such
distributions are not "preferential" under the Internal Revenue Code;
i) identify and track book-tax differences;
j) to the extent requested by the Administrator, review marketing material
to verify that routine Fund information is accurate, provided such
information is readily available from the fund accounting system;
k) prepare annual Trust expense budget and monthly accrual analyses and to
the extent requested by the Administrator, assist in the performance of
various quarterly expense savings analyses and expense benchmarking
analyses;
l) review all invoices for Trust expenses, submit all valid expenses to the
Administrator for review and approval and, if approved by the
Administrator, pay such expenses;
m) prepare routine financial materials and other information requested by
the Administrator for the board books for Trustees' meetings;
n) provide information necessary for the Administrator to prepare and file
proofs of claims in connection with Class Action notices;
o) compile data for, assist the Trust or its designee in the preparation of,
and file, all of the Funds' federal and state tax returns and required
tax filings other than those required to be made by the Trust's custodian
and transfer agent;
p) prepare income breakdown for year-end shareholder tax information letters
and prepare and distribute Forms 1099-MISC for Trustee fees and vendor
payments;
q) prepare quarterly tax compliance checklist for use by Fund managers;
r) provide appropriate personnel and prepare appropriate materials for Board
of Trustees meetings, providing such materials relate to the services
BISYS performs under this Agreement;
s) as requested by the Administrator, assist in obtaining insurance coverage
for the Trust and its Trustees and officers;
t) as requested by the Administrator, provide consulting on tax issues and
Fund specific compliance issues and participate in providing semi-annual
on-site compliance training to portfolio managers and other investment
advisory personnel;
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u) as requested, research and advise the Administrator on regulatory
developments and industry issues that impact investment companies, the
Trust, Fund managers or Trust officers;
v) as requested, provide information and research memoranda on current
regulatory developments including disclosure issues and Fund/client
issues and develop disclosure forms as necessary;
w) as requested by the Administrator, provide support and services
(including on-site consulting) for Fund mergers and non-fund mergers,
consolidations, conversions, and reorganizations, provided such support
and services relate to the services BISYS performs under this Agreement,
provided, however, that, with respect to proxy materials, BISYS will not
create such materials but will provide appropriate support.;
x) as requested by the Administrator, provide consulting to the
Administrator concerning Fund management and administration issues;
y) prepare and maintain the following books and records of each Fund
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.
(aa) as requested by the Administrator, perform monthly verifications
of all portfolio data with various reporting agencies (i.e.
Morningstar, Lipper, etc.). Verification shall be limited to
information that is readily available form the Fund Accounting
System or reasonably expected to be known.
(bb) perform the following accounting services daily for each Fund:
(1) calculate the net asset value per share utilizing prices
obtained from the sources described in subsection 1(z)(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 Trust's custodian all daily trade
activity;
(4) compute, as appropriate, each Fund'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;
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(5) review daily the net asset value calculation and dividend
factor (if any) for each Fund prior to the release to
shareholders, check and confirm the net asset values and
dividend factors for reasonableness and deviations, and
distribute net asset values and yields to NASDAQ;
(6) determine unrealized appreciation and depreciation on
securities held in variable net asset value Funds;
(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 changes on
variable interest rate instruments;
(9) post Fund transactions to appropriate categories;
(10) accrue expenses of each Fund;
(11) determine the outstanding receivables and payables for all (1)
security trades, (2) Fund 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;
(13) 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; and
(14) provide such periodic reports as the parties shall agree upon,
as set forth in a separate schedule.
(cc) perform the following additional accounting services for each
Fund:
(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;
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(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;
(g) examinations performed by the Commission; and
(h) proxy materials.
(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) provide the Administrator with weekly market pricing of
securities in any Funds which are money market funds, along
with the comparison to amortized cost valuations.
(5) provide cash flow reports, as requested by the Administrator.
(6) provide access to the BISYS FundLink system in accordance with
a separate BISYS FundLink agreement between the parties.
(dd) perform the following Blue Sky services for each Fund:
(1) qualify each Fund and its shares with the appropriate state
blue sky authorities upon the Administrator's authorization;
(2) amend and renew sales permits as required;
(3) monitor the sales of shares in individual states on a daily
basis upon receipt of sales information from the Trust's
Transfer Agent and other reporting entities and, when
required, report sales to appropriate states;
(4) maintain Fund blue sky calendars;
(5) address all blue sky audit and examination issues with
regulatory authorities;
(6) conduct blue sky cost analyses;
(7) request and transmit checks required for state qualifications
and requalifications;
(8) produce matrix of all blue sky qualifications for use with
internal and external distribution to the Administrator and
others designated by the Administrator and the Trust's Board
of Trustees;
(9) apprise Trust management of industry blue sky developments,
including individual state qualification amendments;
(10) review eligibility/applicability of potential state
institutional or other exemptions;
(11) file Trust documents with blue sky states;
BISYS shall perform such additional services and shall provide such additional
reports for the Trust which are mutually agreed upon by the parties from time to
time, which may result in an additional charge, the amount of which shall be
agreed upon between the parties.
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ARTICLE 2. ALLOCATION OF CHARGES AND EXPENSES.
(A) BISYS. BISYS shall furnish at its own expense the executive,
supervisory and clerical personnel necessary to perform its obligations under
this Agreement. BISYS 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 BISYS or any affiliate of BISYS; provided, however, that unless
otherwise specifically provided, BISYS 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 Administrator hereby represents the Trust has
undertaken to 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 pursuant to (bb)(2) above, 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, the
Distributor, or the investment advisor to the Trust or any affiliated company of
the Administrator, the Distributor 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 3. COMPENSATION OF BISYS.
(A) In consideration of the services rendered, the facilities furnished
and the expenses assumed by BISYS pursuant to this Agreement, the Administrator
shall pay BISYS compensation as specified in Schedule B attached hereto. Such
compensation shall be paid to BISYS on the first business day of each month
beginning December 1, 2000. If this Agreement terminates before the last day of
a month, BISYS'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 BISYS, the value of net
assets of a particular Fund 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.
(B) All rights of compensation under this Agreement for services
performed as of the termination date shall survive the termination of this
Agreement.
ARTICLE 4. LIMITATION OF LIABILITY AND INDEMNIFICATION. The duties of
BISYS shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against BISYS hereunder. BISYS shall
not be liable for any error of judgment or
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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.
Notwithstanding the foregoing, BISYS assumes full responsibility and
shall indemnify and hold harmless the Trust and the Administrator, and their
employees, agents, directors, officers and nominees (each, an "Indemnified
Party") 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 BISYS's willful misfeasance, bad faith or negligence in the
performance of its duties under this Agreement, or by reason of reckless
disregard of its obligations and duties under this Agreement.
The Administrator agrees to indemnify and hold harmless BISYS and its
employees, agents, directors, officers and nominees (each, an "Indemnified
Party") 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 out of or
in any way relating to BISYS' performance of services under this Agreement or
based upon reasonable reliance on information, records, instructions or requests
given or made to BISYS by the Administrator; provided that this indemnification
shall not apply to actions or omissions of BISYS in cases of its own willful
misfeasance, bad faith, or negligence in the performance of its duties under
this Agreement, or by reason of reckless disregard of its obligations and duties
under this Agreement.
The rights under this Article 4 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 provisions contained herein shall
apply, however, it is understood that if either BISYS or the Administrator, as
applicable (the "Indemnifying Party") be asked to indemnify or hold harmless an
Indemnified Party, the Indemnifying Party shall be fully and promptly advised of
all pertinent facts concerning the situation in question, and it is further
understood that BISYS or the Administrator, as applicable will use all
reasonable care to identify and notify the Indemnifying Party promptly
concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification against the Indemnifying Party,
but failure to do so in good faith shall not affect the rights hereunder.
The Indemnifying Party 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 Indemnifying
Party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by the Indemnifying Party and satisfactory to the
other party, whose approval shall not be unreasonably withheld. In the event
that the Indemnifying Party elects to assume the defense of any suit and retain
counsel, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it. If the Indemnifying Party does not elect to
assume the defense of a suit, it will reimburse the applicable Indemnified
Parties for
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the reasonable fees and expenses of any counsel retained by them. The indemnity
and defense provisions set forth herein shall indefinitely survive for a period
of five years after the termination of this Agreement.
The Indemnifying Party 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. BISYS 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 Administrator.
ARTICLE 5. ACTIVITIES OF BISYS.
(a) The services of BISYS rendered to the Administrator are
not to be deemed to be exclusive. BISYS 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 BISYS, as officers, employees or otherwise and that
partners, officers and employees of BISYS and its counsel are or may be or
become similarly interested in the Trust, and that BISYS may be or become
interested in the Trust as an owner of Trust shares or otherwise.
(b) BISYS warrants that during the term of this Agreement, all
of the prices, BISYS offers to the Administrator shall be equal to or more
favorable to the Administrator than the prices that BISYS offers to any of its
customers (i) for whom substantially similar services are being provided
pursuant to an agreement having a substantially similar contract term and (ii)
whose assets are substantially similar to those of the Administrator (hereafter
referred to herein as a "Comparable Customer').
If at anytime during the term of this Agreement, BISYS has entered into
contractual arrangements with a Comparable Customer pursuant to which more
favorable prices are offered than those that are offered to the Administrator,
then, effective immediately, BISYS shall offer the more favorable prices to the
Administrator and, upon acceptance of such offer by the Administrator, this
Agreement will be amended to effectuate such change. The Administrator, in its
sole discretion, may decline to accept any such offer. BISYS agrees to furnish
to the Administrator, at least annually, a written certification by a duly
authorized officer stating that BISYS has remained in compliance with the terms
and conditions of this Section.
ARTICLE 6. TERM. This Agreement shall become effective as of the date
first written above (or, if a particular Fund is not in existence on the date,
on the date an amendment to Schedule A to this Agreement relating to that Fund
is executed) and shall continue until October 31, 2004 and 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; provided, however, that after
such termination for so long as BISYS, with the written consent of the
Administrator, in fact continues to perform any one or more of the services
contemplated by this Agreement or any schedule or exhibit hereto, the provisions
of this Agreement shall continue in full force and effect. This Agreement also
will terminate upon the termination of the Management and Administration
Agreement, provided the Administrator promptly notifies BISYS of such
termination.
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Either party to this Agreement may terminate this Agreement for cause
prior to the expiration of the then current term by providing the other party
with written notice of such termination at least 60 days prior to the date upon
which such termination shall become effective. For purposes of this Agreement,
"cause" shall mean (a) a material breach of this Agreement that has not been
remedied for thirty (30) days following written notice of such breach from the
non-breaching party; (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;
or (c) financial difficulties on the part of the party to be terminated which
are 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 is in effect, or
any applicable law, other than said Title 11, of any jurisdiction relating to
the liquidation or reorganization of debtors or to the modification or
alteration of the rights of creditors. On the termination date, BISYS shall be
paid compensation calculated through the earlier of: (i) the last date BISYS
performs services; or (ii) the termination date; provided, however, that BISYS
shall complete all services prior to the termination date.
If BISYS terminates this Agreement for "cause" or if this Agreement is
terminated for any reason other than: (i) mutual agreement of the parties; (ii)
for "cause" by the Administrator; (iii) nonrenewal of this Agreement; or (iv)
termination or nonrenewal of the Administration Agreement, provided such
termination or nonrenewal is not related to, or in connection with, a merger of
the Trust with another open-end management investment company, the Administrator
shall make a one-time cash payment, in consideration of the fee structure and
services to be provided under this Agreement and not as a penalty, to BISYS
equal to the balance due BISYS for the lesser of (A) the next six months or (B)
the remainder of the then-current term of the Agreement.
The parties further acknowledge and agree that, in the event that this
Agreement is terminated as set forth in the paragraph directly above, (i) a
determination of actual damages incurred by BISYS would be extremely difficult,
and (ii) the liquidated damages provision contained herein is intended to
adequately compensate BISYS for damages incurred and is not intended to
constitute any form of penalty.
ARTICLE 7. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party. This Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and permitted assigns.
ARTICLE 8. AMENDMENTS. No provision of this Agreement may be changed,
waived, discharged or terminated, except by an instrument in writing signed by
the parties hereto.
ARTICLE 9. CERTAIN RECORDS. BISYS 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 BISYS on behalf of the Trust shall be
prepared and maintained at the expense of BISYS, but shall be the property of
the Trust and will be made available to or surrendered
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promptly to the Trust on request for inspection by the Trust and/or the
Securities and Exchange Commission.
BISYS agrees on behalf of itself and its employees to treat
confidentially and as the proprietary information of the Trust, all records and
other information relative to the Trust and prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder. In case of any
request or demand for the inspection of such records and information by another
party, BISYS shall notify the Administrator and follow the Administrator's
instructions as to permitting or refusing such inspection; provided that BISYS
may, after notice to the Administrator, exhibit such records and information to
any person in any case where it is advised by its counsel that it may be held
liable in civil or criminal contempt proceedings for failure to do so.
ARTICLE 10. 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.
ARTICLE 11. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the following address or by facsimile, when transmitted to the
facsimile number specified below (or such other facsimile number as any such
party may, by notice to the other party to this Agreement, have designated as
its facsimile number for such purpose), and confirmation of receipt by facsimile
is received. In the event that notice is provided by facsimile, the party
sending the facsimile shall send a duplicate copy of the notice to the intended
recipient by regular U.S. mail.
if to the Administrator:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
if to BISYS:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as such party may from time to time specify in
writing to the other party pursuant to this Section.
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ARTICLE 12. 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 state
of Ohio. The names "One Group(R) 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 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
ONE GROUP ADMINISTRATIVE SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President
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SCHEDULE A
TO THE FUND ACCOUNTING
AND RELATED SERVICES AGREEMENT
BETWEEN
ONE GROUP ADMINISTRATIVE SERVICES, INC.
AND
BISYS FUND SERVICES OHIO, INC.
NAME OF THE FUND
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Prime Money Market Fund
U.S. Treasury Securities Money Market Fund
Municipal Money Market Fund
Michigan Municipal Money Market Fund
Ohio Municipal Money Market Fund
Treasury Prime Money Market Fund
U.S. Government Securities Money Market Fund
Cash Management Money Market Fund
Treasury Cash Management Money Market Fund
Treasury Prime Cash Management Money Market Fund
U.S. Government Cash Management Money Market Fund
Municipal Cash Management Money Market Fund
Institutional Prime Money Market Fund
Treasury Only Money Market Fund
Government Money Market Fund
Tax Exempt Money Market Fund
Small Cap Growth Fund
Small Cap Value Fund
Mid Cap Growth Fund
Mid Cap Value Fund
Diversified Mid Cap Fund
Large Cap Growth Fund
Large Cap Value Fund
Equity Income Fund
Diversified Equity Fund
Balanced Fund
Equity Index Fund
Market Expansion Index Fund
Technology Fund
International Equity Index Fund
Diversified International Fund
Real Estate Fund
Ultra Short-Term Bond Fund
Short-Term Bond Fund
Intermediate Bond Fund
Bond Fund
Income Bond Fund
Government Bond Fund
Treasury & Agency Fund
High Yield Bond Fund
Mortgage-Backed Securities Fund
Short-Term Municipal Bond Fund
Intermediate Tax-Free Bond Fund
Tax-Free Bond Fund
Municipal Income Fund
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Arizona Municipal Bond Fund
Kentucky Municipal Bond Fund
Louisiana Municipal Bond Fund
Michigan Municipal Bond Fund
Ohio Municipal Bond Fund
West Virginia Municipal Bond Fund
Investor Growth Fund
Investor Growth and Income Fund
Investor Balanced Fund
Investor Conservative Growth Fund
ONE GROUP ADMINISTRATIVE SERVICES, INC. BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date: 9/27/00 Date: September 26, 2000
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SCHEDULE B
TO THE FUND ACCOUNTING
AND RELATED SERVICES AGREEMENT
BETWEEN
ONE GROUPADMINISTRATIVE SERVICES, INC.
AND
BISYS FUND SERVICES OHIO, INC.
RELATED SERVICES FEE
A monthly fee of $75,650 plus the following asset based charge:
Annual Asset
Fund Type Based Fee
--------- ---------
Equity .05 basis points
Bond .05 basis points
Municipal Bond .05 basis points
Retail Money Market* .05 basis points
Investor .04 basis points
Institutional Money Market .04 basis points
*Excluding investments by other One Group Funds.
FUND ACCOUNTING FEE (EXCLUDING ONE GROUP INVESTOR FUNDS)
Trust's average daily net assets Annual Asset Based Fee
-------------------------------- ----------------------
First $10 billion 1.5 basis points
Next $10 billion 0.75 basis points
Next $30 billion 0.50 basis points
Assets over $50 billion 0.25 basis points
All new One Group Funds will be evaluated six (6) months after commencement of
operations to assure that costs in the servicing of such have been recovered by
BISYS. If not, an adjustment will be made to the overall level of fees hereunder
to account for any shortfall.
ADDITIONAL FEE INFORMATION
Any new Funds or share classes added to the Trust after the date of this
Agreement which increase the total number of funds or classes over the levels at
November 1, 2000 shall incur, in addition to the asset based charges above, an
additional charge of $25,000 per fund or share class.
In the event of termination of the Fund Accounting and Related Services
Agreement for any and all reasons, BISYS will pay OGA a termination payment
equal to $7,700 per month for each month remaining on the original contract
term.
If, in BISYS's reasonable opinion, services requested by the Administrator under
subsections (u), (v), and (x) of Article 1 would require BISYS to expend
significant time or resources due to the complexity of the Administrator's
request or the frequency of the Administrator's requests under such subsections,
BISYS shall be entitled to an additional fee as agreed to by the parties in
advance of the provision of services.
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