FORM OF SECOND AMENDMENT TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Exhibit 99(7)(b)
FORM OF
SECOND AMENDMENT TO THE AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
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 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000-0000, and One Group Dealer Services, Inc. (“Distributor”), a Delaware corporation having its principal place of business at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000-0000.
WHEREAS, the Trust is an open-end management investment company, organized as a Massachusetts business trust and registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the Distributor acts as the distributor of the units of beneficial interest (“Shares”) of each of the investment portfolios of the Trust identified in Schedule A hereto as such Schedule may be amended from time to time (such portfolios being referred to individually as a “Fund” and collectively as the “Funds”); and
WHEREAS, on August 12, 2004, the Board of Trustees of the Trust approved an amended and restated multiple class plan pursuant to Rule 18f-3 under the 1940 Act that includes multiple additional classes of Shares, including the new Xxxxxx Class Shares and Reserve Class Shares of certain Funds which will be considered Distribution Plan Classes with the meaning of that term in the Amended Agreement; and
WHEREAS, on August 12, 2004, the Board of Trustees of the Trust approved resolutions closing certain Funds and classes of Shares that have been registered but which have not commenced operations; and
WHEREAS, on August 12, 2004, the Board of Trustees of the Trust approved resolutions (i) adopting a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Xxxxxx Class and Reserve Class Shares of certain Funds, (ii) adopting a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act to replace the Distribution and Shareholder Services Plans currently in effect with respect to the Class A, Class B and Class C Shares of the Funds to take effect February 19, 2005, (iii) terminating the Distribution and Shareholder Services Plans currently in effect with respect to the Class A, Class B and Class C Shares of the Funds effective at the close of business on February 18, 2005, (iv) approving the continuance of the Amended Agreement through February 18, 2005, and (v) approving this Amendment to the Amended Agreement; and
WHEREAS, the parties agree that this Agreement shall cease to be effective with respect to each Fund as of the close of business February 18, 2005; and
NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:
1. The Distributor will act as agent for the distribution of all classes of Shares of One Group® Mutual Funds, subject to the terms of this Amendment, and the Amended Agreement.
2. References to “Distribution Plan Class Shares” shall include “Xxxxxx Class Shares” and “Reserve Class Shares.”
3. The following classes of Shares of each of the Funds listed below are hereby removed from coverage under this Agreement:
• One Group Institutional Prime Plus Money Market Fund (All classes);
• One Group Institutional Tax-Free Money Market Fund (All classes);
• Service class Shares of all Funds;
• Class C Shares of One Group Ohio Municipal Money Market Fund;
• Class C Shares of One Group Michigan Municipal Money Market Fund; and
• Class B and Class C Shares of One Group U.S. Government Securities Money Market Fund.
4. The schedules to the Amended Agreement are hereby amended and restated, as attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first written above.
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2
SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN
ONE GROUP MUTUAL FUNDS
AND
ONE GROUP DEALER SERVICES, INC.
Name of the Fund
One Group Money Market Funds
One Group Government Money Market Fund
One Group Institutional Prime Money Market Fund
One Group Michigan Municipal Money Market Fund
One Group Municipal Money Market Fund
One Group Ohio Municipal Money Market Fund
One Group Prime Money Market Fund
One Group Treasury Only Money Market Fund
One Group U.S. Government Securities Money Market Fund
One Group U.S. Treasury Securities Money Market Fund
One Group Equity Funds
One Group Balanced Fund
One Group Diversified Equity Fund
One Group Diversified International Fund
One Group Diversified Mid Cap Fund
One Group Equity Income Fund
One Group Equity Index Fund
One Group Health Sciences Fund
One Group International Equity Index Fund
One Group Large Cap Growth Fund
One Group Large Cap Value Fund
One Group Market Expansion Index Fund
One Group Market Neutral Fund
One Group Mid Cap Growth Fund
One Group Mid Cap Value Fund
One Group Real Estate Fund
One Group Small Cap Growth Fund
One Group Small Cap Value Fund
One Group Strategic Small Cap Value Fund
One Group Technology Fund
3
One Group Investor Funds
One Group Investor Balanced Fund
One Group Investor Conservative Growth Fund
One Group Investor Growth & Income Fund
One Group Investor Growth Fund
One Group Fixed Income Funds
One Group Arizona Municipal Bond Fund
One Group Bond Fund
One Group Government Bond Fund
One Group High Yield Bond Fund
One Group Income Bond Fund
One Group Intermediate Bond Fund
One Group Intermediate Tax-Free Bond Fund
One Group Kentucky Municipal Bond Fund
One Group Louisiana Municipal Bond Fund
One Group Michigan Municipal Bond Fund
One Group Mortgage-Backed Securities Fund
One Group Municipal Income Fund
One Group Ohio Municipal Bond Fund
One Group Short-Term Bond Fund
One Group Short-Term Municipal Bond Fund
One Group Tax-Free Bond Fund
One Group Treasury & Agency Fund
One Group Ultra Short-Term Bond Fund
One Group West Virginia Municipal Bond Fund
4
SCHEDULE B
TO THE DISTRIBUTION AGREEMENT
BETWEEN
ONE GROUP MUTUAL FUNDS
AND
ONE GROUP DEALER SERVICES, INC.
Shares Subject to Front-End Sales Load
Name of the Fund
One Group Equity Funds
One Group Balanced Fund
One Group Diversified Equity Fund
One Group Diversified International Fund
One Group Diversified Mid Cap Fund
One Group Equity Income Fund
One Group Equity Index Fund
One Group Health Sciences Fund
One Group International Equity Index Fund
One Group Large Cap Growth Fund
One Group Large Cap Value Fund
One Group Market Expansion Index Fund
One Group Market Neutral Fund
One Group Mid Cap Growth Fund
One Group Mid Cap Value Fund
One Group Real Estate Fund
One Group Small Cap Growth Fund
One Group Small Cap Value Fund
One Group Strategic Small Cap Value Fund
One Group Technology Fund
One Group Investor Funds
One Group Investor Balanced Fund
One Group Investor Conservative Growth Fund
One Group Investor Growth & Income Fund
One Group Investor Growth Fund
One Group Fixed Income Funds
One Group Arizona Municipal Bond Fund
One Group Bond Fund
One Group Government Bond Fund
One Group High Yield Bond Fund
One Group Income Bond Fund
One Group Intermediate Bond Fund
One Group Intermediate Tax-Free Bond Fund
5
One Group Kentucky Municipal Bond Fund
One Group Louisiana Municipal Bond Fund
One Group Michigan Municipal Bond Fund
One Group Municipal Income Fund
One Group Ohio Municipal Bond Fund
One Group Short-Term Bond Fund
One Group Short-Term Municipal Bond Fund
One Group Tax-Free Bond Fund
One Group Treasury & Agency Fund
One Group Ultra Short-Term Bond Fund
One Group West Virginia Municipal Bond Fund
6
SCHEDULE C
TO THE DISTRIBUTION AGREEMENT
BETWEEN
ONE GROUP MUTUAL FUNDS
AND
ONE GROUP DEALER SERVICES, INC.
Distribution Plan Classes
Name of the Fund
One Group Money Market Funds
One Group Government Money Market Fund — Xxxxxx Class Shares
One Group Government Money Market Fund — Reserve Class Shares
One Group Michigan Municipal Money Market Fund — Class A Shares
One Group Michigan Municipal Money Market Fund — Xxxxxx Class Shares
One Group Municipal Money Market Fund — Class A Shares
One Group Municipal Money Market Fund — Xxxxxx Class Shares
One Group Ohio Municipal Money Market Fund — Class A Shares
One Group Ohio Municipal Money Market Fund — Xxxxxx Class Shares
One Group Prime Money Market Fund — Class A Shares
One Group Prime Money Market Fund — Xxxxxx Class Shares
One Group U.S. Government Securities Money Market Fund — Class A Shares
One Group U.S. Treasury Securities Money Market Fund — Class A Shares
One Group U.S. Treasury Securities Money Market Fund — Xxxxxx Class Shares
One Group Equity Funds
One Group Balanced Fund — Class A Shares
One Group Diversified Equity Fund — Class A Shares
One Group Diversified International Fund — Class A Shares
One Group Diversified Mid Cap Fund — Class A Shares
One Group Equity Income Fund — Class A Shares
One Group Equity Index Fund — Class A Shares
One Group Health Sciences Fund - Class A Shares
One Group International Equity Index Fund — Class A Shares
One Group Large Cap Growth Fund — Class A Shares
One Group Large Cap Value Fund — Class A Shares
One Group Market Expansion Index Fund — Class A Shares
One Group Market Neutral Fund - Class A Shares
One Group Mid Cap Growth Fund — Class A Shares
One Group Mid Cap Value Fund — Class A Shares
7
One Group Real Estate Fund — Class A Shares
One Group Small Cap Growth Fund — Class A Shares
One Group Small Cap Value Fund — Class A Shares
One Group Strategic Small Cap Value Fund — Class A Shares
One Group Technology Fund - Class A Shares
One Group Investor Funds
One Group Investor Balanced Fund — Class A Shares
One Group Investor Conservative Growth Fund — Class A Shares
One Group Investor Growth & Income Fund — Class A Shares
One Group Investor Growth Fund — Class A Shares
One Group Fixed Income Funds
One Group Arizona Municipal Bond Fund — Class A Shares
One Group Bond Fund — Class A Shares
One Group Government Bond Fund — Class A Shares
One Group High Yield Bond Fund — Class A Shares
One Group Income Bond Fund — Class A Shares
One Group Intermediate Bond Fund — Class A Shares
One Group Intermediate Tax-Free Bond Fund — Class A Shares
One Group Kentucky Municipal Bond Fund - Class A Shares
One Group Louisiana Municipal Bond Fund — Class A Shares
One Group Michigan Municipal Bond Fund — Class A Shares
One Group Mortgage Backed Securities Fund - Class A Shares
One Group Municipal Income Fund — Class A Shares
One Group Ohio Municipal Bond Fund — Class A Shares
One Group Short-Term Bond Fund — Class A Shares
One Group Short-Term Municipal Bond Fund — Class A Shares
One Group Tax-Free Bond Fund — Class A Shares
One Group Treasury & Agency Fund — Class A Shares
One Group Ultra Short-Term Bond Fund — Class A Shares
One Group West Virginia Municipal Bond Fund — Class A Shares
8
SCHEDULE D
TO THE DISTRIBUTION AGREEMENT
BETWEEN
ONE GROUP MUTUAL FUNDS
AND
ONE GROUP DEALER SERVICES, INC.
CDSC Shares
Name of the Fund
One Group Money Market Funds
One Group Prime Money Market Fund — Class B Shares
One Group U.S. Treasury Securities Money Market Fund — Class B Shares
One Group Equity Funds
One Group Balanced Fund — Class B Shares
One Group Diversified Equity Fund — Class B Shares
One Group Diversified International Fund — Class B Shares
One Group Diversified Mid Cap Fund — Class B Shares
One Group Equity Income Fund — Class B Shares
One Group Equity Index Fund — Class B Shares
One Group Health Sciences Fund - Class B Shares
One Group International Equity Index Fund — Class B Shares
One Group Large Cap Growth Fund — Class B Shares
One Group Large Cap Value Fund — Class B Shares
One Group Market Expansion Index Fund — Class B Shares
One Group Market Neutral Fund - Class B Shares
One Group Mid Cap Growth Fund — Class B Shares
One Group Mid Cap Value Fund — Class B Shares
One Group Real Estate Fund — Class B Shares
One Group Small Cap Growth Fund — Class B Shares
One Group Small Cap Value Fund — Class B Shares
One Group Strategic Small Cap Value Fund — Class B Shares
One Group Technology Fund - Class B Shares
One Group Investor Funds
One Group Investor Balanced Fund — Class B Shares
One Group Investor Conservative Growth Fund — Class B Shares
One Group Investor Growth & Income Fund — Class B Shares
One Group Investor Growth Fund — Class B Shares
9
One Group Fixed Income Funds
One Group Arizona Municipal Bond Fund — Class B Shares
One Group Bond Fund — Class B Shares
One Group Government Bond Fund — Class B Shares
One Group High Yield Bond Fund — Class B Shares
One Group Income Bond Fund — Class B Shares
One Group Intermediate Bond Fund — Class B Shares
One Group Intermediate Tax-Free Bond Fund — Class B Shares
One Group Kentucky Municipal Bond Fund — Class B Shares
One Group Louisiana Municipal Bond Fund — Class B Shares
One Group Michigan Municipal Bond Fund — Class B Shares
One Group Municipal Income Fund — Class B Shares
One Group Ohio Municipal Bond Fund — Class B Shares
One Group Short-Term Bond Fund — Class B Shares
One Group Short-Term Municipal Bond Fund — Class B Shares
One Group Tax-Free Bond Fund — Class B Shares
One Group Treasury & Agency Fund — Class B Shares
One Group Ultra Short-Term Bond Fund — Class B Shares
One Group West Virginia Municipal Bond Fund — Class B Shares
10
SCHEDULE E
TO THE DISTRIBUTION AGREEMENT
BETWEEN
ONE GROUP MUTUAL FUNDS
AND
ONE GROUP DEALER SERVICES, INC.
CDSC Classes
Name of the Fund
One Group Equity Funds
One Group Balanced Fund — Class C Shares
One Group Diversified Equity Fund — Class C Shares
One Group Diversified International Fund — Class C Shares
One Group Diversified Mid Cap Fund — Class C Shares
One Group Equity Income — Class C Shares
One Group Equity Index Fund — Class C Shares
One Group Health Sciences Fund — Class C Shares
One Group International Equity Index Fund - Class C Shares
One Group Large Cap Growth Fund — Class C Shares
One Group Large Cap Value Fund — Class C Shares
One Group Market Expansion Index Fund — Class C Shares
One Group Market Neutral Fund - Class C Shares
One Group Mid Cap Growth Fund - Class C Shares
One Group Mid Cap Value Fund - Class C Shares
One Group Real Estate Fund — Class C Shares
One Group Small Cap Growth Fund - Class C Shares
One Group Small Cap Value Fund — Class C Shares
One Group Strategic Small Cap Value Fund — Class C Shares
One Group Technology Fund - Class C Shares
One Group Investor Funds
One Group Investor Balanced Fund — Class C Shares
One Group Investor Conservative Growth Fund — Class C Shares
One Group Investor Growth & Income Fund — Class C Shares
One Group Investor Growth Fund — Class C Shares
One Group Fixed Income Funds
One Group Arizona Municipal Bond Fund — Class C Shares
One Group Bond Fund — Class C Shares
One Group Government Bond Fund — Class C Shares
One Group High Yield Bond Fund — Class C Shares
One Group Income Bond Fund — Class C Shares
One Group Intermediate Bond Fund — Class C Shares
One Group Intermediate Tax-Free Bond Fund — Class C Shares
11
One Group Kentucky Municipal Bond Fund-Class C Shares
One Group Louisiana Municipal Bond Fund — Class C Shares
One Group Michigan Municipal Bond Fund — Class C Shares
One Group Municipal Income Fund— Class C Shares
One Group Ohio Municipal Bond Fund — Class C Shares
One Group Short-Term Bond Fund - Class C Shares
One Group Short-Term Municipal Bond Fund - Class C Shares
One Group Treasury & Agency Fund — Class C Shares
One Group Ultra Short-Term Bond Fund - Class C Shares
One Group West Virginia Municipal Bond Fund — Class C Shares
One Group Money Market Funds
One Group Prime Money Market Fund — Class C Shares
One Group U.S. Treasury Securities Money Market Fund — Class C Shares
12
