Exhibit(h)(17)
AMENDMENT TO OPERATING AGREEMENT
This Amendment ("Amendment") is made as of January 1, 2003, by and between
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. ("Schwab"), a California corporation, and each
registered investment company ("Fund Company") executing this Amendment on its
own behalf and on behalf of each of its series or classes of shares ("Fund(s)")
listed on Schedule I hereto, and amends the Operating Agreement between the
parties, made as of June 6, 1997, as amended thereafter ("Operating Agreement").
All capitalized terms used in the Amendment and not defined herein shall have
the meaning ascribed to them in the Operating Agreement.
WHEREAS, the parties wish to amend Schedule I to the Operating Agreement;
and
WHEREAS, the parties wish to institute the payment of new Account
establishment and maintenance fees, such fees to be set forth on Schedule II.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. Section 4 of the Operating Agreement shall be deleted in its entirety
and the following Section 4 shall be inserted in lieu thereof.
4. Account Establishment and Maintenance Fees. Fund Company shall pay
to Schwab such fees as are set forth on Schedule II to this Agreement to
reimburse Schwab for its costs in establishing certain trading symbols and
maintaining Account(s) for each Fund.
2. Schedule I to the Operating Agreement shall be deleted in its entirety
and the Schedule I attached hereto shall be inserted in lieu thereof.
3. Schedule II to the Operating Agreement shall be deleted in its entirety
and the Schedule II attached hereto shall be inserted in lieu thereof.
4. Schedule III to the Operating Agreement shall be deleted in its
entirety.
5. Except as specifically set forth herein, all other provisions of the
Operating Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., INC. ONE GROUP MUTUAL FUNDS, on its own
behalf and on behalf of each Fund
listed on Schedule I hereto
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President --------------------------------
Asset Management Client Services Title: Vice President
--------------------------------
Date: 7/7/03 Date: 5/19/03
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SCHEDULE I
TO THE OPERATING AGREEMENT
Fund Company/Funds Effective Date
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One Group Mutual Funds
One Group Bond Fund, Class A RDM; FEE 3 3/18/99
One Group Bond Fund, Class I* SI; FEE 3 3/18/99
One Group Diversified Equity Fund, Class I* RDM; FEE 3 1/6/98
One Group Diversified Mid Cap Fund, Class A RDM; FEE 3 11/10/97
One Group Diversified Mid Cap Fund, Class I* RDM; FEE 3 3/18/99
One Group Equity Income Fund, Class A RDM; FEE 3 6/6/97
One Group Equity Income Fund, Class I* RDM; FEE 3 6/6/97
One Group High Yield Bond Fund, Class I* SI; FEE 3 11/24/98
One Group International Equity Index Fund, Class A RDM; FEE 3 9/17/97
One Group International Equity Index Fund, Class I* RDM; FEE 3 9/17/97
One Group Large Cap Growth Fund, Class A RDM; FEE 3 6/6/97
One Group Large Cap Growth Fund, Class I* RDM; FEE 3 1/6/99
One Group Large Company Value Fund, Class I* RDM; FEE 3 10/24/00
One Group Mid Cap Growth Fund, Class I* SI; FEE 3 11/24/98
One Group Mid Cap Value Fund, Class I* PLAN; FEE 3 11/24/98
One Group Municipal Income Fund, Class A RDM; FEE 3 6/6/97
One Group Municipal Income Fund, Class I* RDM; FEE 3 1/7/99
One Group Small Cap Growth Fund, Class I* RDM; FEE 3 1/6/99
One Group Small Cap Value Fund, Class A RDM; FEE 3 3/18/99
One Group Small Cap Value Fund, Class I* SI; FEE 3 3/18/99
* Indicates that Fund has no sales charge, as that term is defined in Rule
2830, and, if such Fund has a distribution or shareholder servicing plan
maintained or adopted pursuant to Rule 12b-1 under the 1940 Act ("Rule
12b-1 Plan"), such Fund's Rule 12b-1 Plan does not exceed 25 basis
points per annum.
SI Indicates that Fund is available only to:
(i) MFMP investors who are investment advisors, investment
consultants or financial planners who place trades for their own
accounts or the accounts of their clients and who charge a
management consulting or other fee for their services and clients
of such investment advisors, investment consultants or financial
planners who place trades for their own accounts if the accounts
are linked to the master account of such investment advisor,
investment consultant or financial planner on ▇▇▇▇▇▇'▇ system;
(ii) MFMP investors who are customers of financial institutions
clearing transactions through Schwab; and
(iii) MFMP investors who are participants (including personal choice
retirement accounts or otherwise) in retirement and deferred
compensation plans and trusts used to fund those plans,
including, but not limited to, those defined in Section 401(a),
403(b), or 457 of the Internal Revenue Code and "rabbi trusts"
for which (a) Schwab acts as broker-dealer, (b) The ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Trust Company acts as trustee of the trust funds under the
Plans, and/or (c) Schwab Retirement Plan Services, Inc. or
another entity acts as recordkeeper.
RDM Indicates that Fund shares will only be custodied and redeemed through
the Account and that Schwab will not place purchases of Fund shares
under this Agreement.
PLAN Indicates that Fund is available only to participants (including
personal choice retirement accounts or otherwise) in retirement and
deferred compensation plans and trusts used to fund those plans,
including, but not limited to those defined in Section 401(a), 403(b),
or 457 of the Internal Revenue Code and "rabbi trusts" for which (a)
Schwab acts as broker-dealer, (b) The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company acts
as trustee of the trust funds under the Plans, and/or (c) Schwab
Retirement Plan Services, Inc. or another entity acts as recordkeeper.
FEE 3 Indicates that Fund is subject to Account Maintenance Fees and the
terms thereof as set forth on Schedule II.
WV Indicates that the quarterly minimum FEE 3 is waived for the Fund.
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SCHEDULE II
TO THE OPERATING AGREEMENT
1. Establishment Fee. The Establishment Fee for each trading symbol
established on ▇▇▇▇▇▇'▇ system ("Symbol") with respect to any Fund (i) that is
effective under this Agreement on or after January 1, 2003, and that is
effective under a services agreement with Schwab ("Services Agreement") shall be
$6,000, or (ii) that is effective under this Agreement on or after January 1,
2003, and that is not effective under a Services Agreement shall be $10,000.
Schwab shall not be entitled to the Establishment Fee for any Symbol that is
established solely for the purpose of billing a new or different fee rate for
the Fund, as may be set forth in a Services Agreement with Schwab. The
Establishment Fee for each Fund shall be paid prior to establishment of the
Account(s) for such Fund.
2. Maintenance Fees.
a. The Maintenance Fee ("FEE 3") for administrative services performed
with respect to the Account(s) for each Fund that is designated "FEE 3" on
Schedule I shall be $20 per annum for each brokerage account on ▇▇▇▇▇▇'▇ records
that holds one or more shares of such Fund (each a "Position"). Notwithstanding
the foregoing, except for any Fund that is available only to existing
shareholders in accordance with such Fund's prospectus and except as may be
noted on Schedule I, the minimum FEE 3 for each Fund designated FEE 3 on
Schedule I shall be $7,500 per quarter, so long as such Fund is available for
purchase on ▇▇▇▇▇▇'▇ platform.
b. Notwithstanding the foregoing: (i) FEE 3 will be waived for any
quarter the Fund is effective under a Services Agreement on the last Business
Day of such quarter, and such Fund, upon termination of the Services Agreement,
does not remain open to new purchases under this Agreement; (ii) in the event
that any Fund terminates its Services Agreement and remains open for purchases
under this Agreement, then FEE 3, including the minimum FEE 3, shall apply to
the Positions held in the Account(s) after, but not prior to, the date the Fund
terminates its Services Agreement, as set forth in Section 2.a. above.; and
(iii) FEE 3 will be waived for any quarter the Fund is no longer available for
purchase by MFMP investors pursuant to this Agreement on the last Business Day
of such quarter.
c. FEE 3 shall be calculated quarterly in the month following the end
of the calendar quarter by multiplying the number of Positions on the last
Business Day of such quarter by $5. The amount billed to each Fund for a quarter
shall be the product of such calculation or $7,500, whichever is greater. A
"Business Day" is any day the New York Stock Exchange is open for trading. FEE 3
shall be billed commencing in July, 2003, for the quarter ended June, 2003, and
shall be billed quarterly thereafter for as long as there are Positions in the
Account(s) on the last Business Day of the quarter.
d. FEE 3 is due and payable upon receipt of the invoice setting forth
such Fees. Payment shall be made by wire transfer. Such wire transfer shall be
separate from wire transfers of redemption proceeds or distributions under this
Agreement.
3. As long as Schwab holds Fund shares on behalf of MFMP investors in the
Account(s), the parties agree to be obligated under, and act in accordance with,
the terms and conditions of this Schedule II.
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