Exhibit (h)(1)
Management and Administration Agreement
between
One Group Mutual Funds
and
One Group Administrative Services, Inc.
MANAGEMENT AND ADMINISTRATION AGREEMENT
THIS AGREEMENT is made effective as of the 1st day of November, 2000, by
and between One Group(R) Mutual Funds, a Massachusetts business trust (the
"Trust"), having its principal place of business at 0000 Xxxxxxx Xxxxxxx,
Xxxxxxxx, Xxxx 00000, and One Group Administrative Services, Inc. (the
"Administrator"), a Delaware corporation having its principal place of business
at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000.
BACKGROUND INFORMATION
A. 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. The Trust desires to retain the Administrator to furnish management,
administrative, fund accounting and shareholder 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
("Funds").
STATEMENT OF AGREEMENT
The Trust and the Administrator hereby acknowledge the accuracy of the
foregoing Background Information and hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The Trust hereby retains the
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Administrator to act as the administrator of the Funds and to furnish the Funds
with the management, administrative, fund accounting and shareholder services as
set forth in Article 2, Article 3 and Article 4 below. The Administrator hereby
accepts such employment to perform the duties set forth below. The Administrator
shall, for all purposes herein, be deemed to be an independent contractor and,
unless otherwise expressly provided or authorized, shall have no authority to
act for or represent the Trust in any way and shall not be deemed an agent of
the Trust.
ARTICLE 2. Management and Administrative Services. Subject to the direction
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and control of the Board of Trustees of the Trust (the "Trustees"), the
Administrator shall perform or supervise the performance by others of
administrative services in connection with the operations of the Funds, except
those performed by the investment advisor for the Funds under its Investment
Advisory Agreement, the custodian for the Funds under its Custodian Agreement,
and the transfer agent for the Funds under its Transfer Agency Agreement.
Without limiting the generality of the foregoing, the Administrator shall:
a. Provide all necessary office facilities (which may be in the offices
of the Administrator or an affiliate), equipment, and personnel for
handling the affairs of the Funds;
b. Subject to supervision by counsel to the Trust, prepare amendments to,
file, and maintain the Trust's governing documents, including the
Declaration of Trust, the Bylaws, and minutes of meetings of
shareholders;
c. Provide individuals reasonably acceptable to the Trust's Trustees to
serve as officers of the Trust, who will be responsible for the
management of certain of the Trust's affairs as determined by the
Trust's Trustees;
d. Prepare agenda and compile board materials for all Trustee meetings
and review, file, and maintain minutes of meetings of Trustees;
e. Provide appropriate personnel and prepare appropriate materials for
Board of Trustees meetings;
f. Subject to supervision by counsel to the Trust, prepare, review, and
file 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 with the Securities and
Exchange Commission (the "Commission;
g. Arrange for and coordinate the layout and printing of prospectuses,
statements of additional information, semi-annual and annual reports
to shareholders, and proxy materials;
h. Prepare, with the assistance of the Trust's investment advisor,
communications to shareholders;
i. Coordinate the mailing of prospectuses, notices, proxy statements,
proxies, semi-annual and annual reports to shareholders, and other
reports to Trust shareholders, and supervise and facilitate the proxy
solicitation process for all shareholder meetings, including the
tabulation of shareholder votes;
j. Prepare for and conduct shareholder meetings, if necessary;
k. Assist with the design, development, and operation of Funds for the
Trust, including new classes, investment objectives, policies and
structure;
l. Prepare semi-annual and annual financial statements;
m. Prepare and file periodic reports to shareholders and the Commission
on Form N-SAR or any replacement forms therefor;
n. Prepare and file Notices to the Commission required pursuant to Rule
24f-2 of the 1940 Act;
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 and distribute year-end shareholder tax information letters
and Forms 1099-MISC for trustee fees and vendor payments;
q. Identify and track book-tax differences;
r. Prepare quarterly tax compliance checklist for use by Fund managers;
s. 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;
t. Review the operations and performance of the various organizations
providing services to the Trust or any Fund of the Trust, including,
without limitation, the Trust's investment advisor, custodian,
sub-advisor, transfer agent, outside legal counsel, independent public
accountants, and other entities providing services to the Trust, and
at the request of the Trustees, report to the Trustees on the
performance of such organizations;
u. Prepare, negotiate, and administer contracts on behalf of the Trust
with, among others, the Trust's investment advisor, custodian, and
transfer agent;
v. 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;
w. Prepare annual Trust expense budget and monthly accrual analyses,
perform various expense savings analysis and expense benchmarking
analysis;
x. Review all invoices for Trust expenses;
y. Calculate performance data of the Funds for dissemination to
information service providers covering the investment company
industry;
z. Review marketing material to verify that Fund information is accurate;
aa. Prepare and file proofs of claims in connection with Class Action
notices;
bb. Monitor the Trust's compliance with the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder, so as to
enable the Trust to maintain its status as a "regulated investment
company;"
cc. Monitor the Trust's compliance with the Trust's registration statement
and the 1940 Act and the regulations issued thereunder;
dd. Obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as such bonds and policies are approved by the Trust's
Trustees;
ee. Provide information and assistance with inspections by the Commission;
ff. Coordinate annual audit activities, including providing information
and assistance with respect to audits conducted by the Trust's
independent auditors; and
gg. Perform all administrative services and functions of the Trust and
each Fund to the extent administrative services and functions are not
provided to the Trust or such Fund pursuant to the Trust's or such
Fund's investment advisory agreement, custodian agreement, and
transfer agent agreement.
The Administrator shall perform such other administrative services for
the Trust that are mutually agreed upon by the parties from time to time.
ARTICLE 3. Fund Accounting Services. Subject to the direction and control
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of the Trustees, the Administrator shall perform or supervise the performance by
others of fund accounting services in connection with the operations of the
Funds, except those performed by the investment advisor for the Funds under its
Investment Advisory Agreement, the custodian for the Funds under its Custodian
Agreement, and the transfer agent for the Funds under its Transfer Agency
Agreement. Without limiting the generality of the foregoing, the Administrator
shall:
a. 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.
b. Perform the following accounting services daily for each Fund:
(l) Calculate the net asset value per share utilizing prices
obtained from the sources described in subsection 3(b)(2)
above;
(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 Fund'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;
(5) Review daily the net asset value calculation and dividend
factor (if any) for each Fund prior to release to
shareholders, and check and confirm the net asset values and
dividend factors for reasonableness and deviations, and
distribute net asset values and yields to NASDAQ;
(6) Report to the Trust the weekly market pricing of securities in
any money market fund, with the comparison to the amortized
cost basis;
(7) Determine unrealized appreciation and depreciation on
securities held in variable net asset value Funds;
(8) Amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested by
the Trust;
(9) Update fund accounting system to reflect rate changes on
variable interest rate instruments;
(10) Post Fund transactions to appropriate categories;
(11) Accrue expenses of each Fund;
(12) Determine the outstanding receivables and payables for all (1)
security trades, (2) Fund share transactions and (3) income
and expense accounts;
(13) Provide accounting reports in connection with the Trust's
regular annual audit and other audits and examinations by
regulatory agencies; and
c. 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 cash flow reports.
ARTICLE 4. Shareholder Services. Subject to the direction and control of
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the Trustees, the Administrator shall perform or supervise the performance by
others of shareholder services in connection with the operations of the Funds,
except those performed by the investment advisor for the Funds under its
Investment Advisory Agreement, the custodian for the Funds under its Custodian
Agreement, and the transfer agent for the Funds under its Transfer Agency
Agreement. Without limiting the generality of the foregoing, the Administrator
shall:
a. Answer incoming telephone calls to One Group's toll-free telephone
number;
b. Answer, research and resolve questions from shareholders, registered
representatives associated with broker-dealers authorized to sell
shares of One Group Mutual Funds or other inquirers;
c. Develop and maintain web site content for One Group; and
d. Enhance web site to retain state-of-the-art status versus
benchmarked sites.
ARTICLE 5. Additional Services; Delegation. The Administrator may provide
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additional reports and services upon the request of the Trust or a Fund's
investment advisor, which may result in an additional charge, the amount of
which shall be agreed upon between the parties. The Administrator may delegate
some or all of its responsibilities under this Agreement, as provided in Article
11.
ARTICLE 6. Allocation of Charges and Expenses.
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(A) The Administrator. The Administrator shall furnish at its own
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expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator 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 the Administrator or any affiliated
company of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator 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 Trust assumes and shall pay or cause to be paid all
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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, 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 7. Compensation of the Administrator.
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(A) Administration Fee. In consideration of the services rendered, the
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facilities furnished and the expenses assumed by the Administrator pursuant to
this Agreement, the Trust shall pay the Administrator compensation at an annual
rate specified in Schedule A attached hereto. Such compensation shall be
calculated and accrued daily, and paid to the Administrator on the first
business day of each month, or at such time(s) as the Administrator shall
request and the parties hereto shall agree. The Trust shall also reimburse the
Administrator for its reasonable out-of-pocket expenses, including the travel
and lodging expenses incurred by officers and employees of the Administrator in
connection with attendance at Trustee meetings. If this Agreement terminates
before the last day of a month, the Administrator'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 the Administrator, 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) Survival of Compensation Rights. All rights of compensation under
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this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
ARTICLE 8. Limitation of Liability of the Administrator. The duties of the
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Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
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. Any person, even though also an employee, or agent of the Administrator,
who may be or become an officer, Trustee, employee or agent of the Trust or the
Funds shall be deemed, when rendering services to the Trust or the Funds, or
acting on any business of that party, to be rendering such services to or acting
solely for that party and not as a partner, employee, or agent or one under the
control or direction of the Administrator even though paid by it.
So long as the Administrator acts in good faith and with due diligence and
without negligence, the Trust assumes full responsibility and shall indemnify
the Administrator, its employees, agents, directors, officers and nominees and
hold them harmless 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 the Administrator's actions taken or nonactions
with respect to the performance of services hereunder. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination of this
Agreement.
The rights hereunder 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 provision contained
herein shall apply, however, it is understood that if in any case the Trust may
be asked to indemnify or hold the Administrator harmless, the Trust shall be
fully and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the Administrator will use all
reasonable care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the Trust, but failure to do so in good faith
shall not affect the rights hereunder.
The Trust 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 Trust elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the Trust
and satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the reasonable fees
and expenses of any counsel retained by the Administrator.
The Administrator may apply to the Trust at any time for instructions
and may consult counsel for the Trust or its own counsel and with accountants
and other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
The Administrator 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. The Administrator 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 Trust.
ARTICLE 9. Activities of the Administrator. The services of the
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Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator 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 the
Administrator, as officers, employees or otherwise and that partners, officers
and employees of the Administrator and its counsel are or may be or become
similarly interested in the Trust, and that the Administrator may be or become
interested in the Trust as an owner of Trust shares or otherwise.
ARTICLE 10. Term. This Agreement shall become effective as of the date
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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, 2001, and unless sooner
terminated as provided herein, 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.
Notwithstanding the foregoing, this Agreement may be terminated at any
time by mutual agreement of the parties hereto or for "cause." For purposes of
this Agreement, "cause" shall mean (a) willful misfeasance, bad faith, gross
negligence or reckless disregard of the party to be terminated; (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; (c) financial difficulties on the part of the
party to be terminated which is 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 in effect, or any applicable law of any jurisdiction relating to
the liquidation or reorganization of debtors or the modification or alteration
of the rights of creditors; or (d) any circumstance which substantially impairs
the performance of the obligations and duties, as contemplated herein.
If, for any reason other than "cause" as defined above, the
Administrator is replaced as administrator and fund accountant, or if a third
party is added to perform all or a part of the services provided by
Administrator under this Agreement, then the Trust shall make a one-time cash
payment, as liquidated damages, to the Administrator equal to the balance due
the Administrator for the remainder of the term of this Agreement, assuming for
purposes of calculation of the payment that the asset level of the Trust on the
date Administrator is replaced, or a third party is added, will remain constant
for the balance of the contract term.
ARTICLE 11. Assignment. This Agreement shall not be assigned by either
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party without the written consent of the other party; provided, however, that
the Administrator may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 8
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
ARTICLE 12. Amendments. This Agreement may be amended by the parties
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hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Trust, and (ii) by the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Trust does not conflict with or violate any requirements of its
Declaration of Trust or then current prospectuses, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 13. Certain Records. The Administrator shall maintain customary
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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 the Administrator
on behalf of the Trust shall be prepared and maintained at the
expense of the Administrator, but shall be the property of the Trust and will be
made available to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so.
ARTICLE 14. Definitions of Certain Terms. The terms "interested person"
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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 15. Notice. Any notice required or permitted to be given by
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either party to the other shall be deemed sufficient if delivered to the other
party at the following address: 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000, or
at such other address as a party may from time to time specify in writing to the
other party pursuant to this Section.
ARTICLE 16. Governing Law and Matters Relating to the Trust as a
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Massachusetts Business Trust. This Agreement shall be construed and the
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provisions hereof interpreted under and in accordance with the laws of the
Commonwealth of Massachusetts. 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.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
ONE GROUP MUTUAL FUNDS
By: /s/ Xxxx X. Xxxxxx
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Title: President
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ONE GROUP ADMINISTRATIVE
SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
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Schedule A
TO THE MANAGEMENT AND ADMINISTRATION AGREEMENT
BETWEEN
ONE GROUP(R) MUTUAL FUNDS
AND
ONE GROUP ADMINISTRATIVE SERVICES, INC.
Name of the Multiple Class Funds
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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
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
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
Compensation Regarding Multiple Class Funds
-------------------------------------------
Compensation for each of the above Funds (the "Multiple Class Funds")
shall be at annual rates of the Fund's average daily net assets as follows:
twenty one-hundredths of one percent (.20%) of amounts included in that portion
of the aggregate daily net assets of all Multiple Class Funds subject to this
Agreement equal to or less than $1,500,000,000; eighteen one-hundredths of one
percent (.18%) of amounts included in the portion of the aggregate daily net
assets of all Multiple Class Funds subject to this Agreement between
$1,500,000,000 and $2,000,000,000; and sixteen one-hundredths of one percent
(.16%) of amounts included in that portion of the aggregate daily net assets of
all Multiple Class Funds subject to this Agreement in excess of $2,000,000,000.
The fees pertaining to each Multiple Class Fund shall be computed daily in
amounts strictly proportionate to the amount of the Fund's average daily net
assets as a percentage of the aggregate daily net assets of all Multiple Class
Funds subject to this Agreement, and shall be paid periodically.
Name of Institutional Money Market Funds
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Institutional Prime Money Market Fund
Treasury Only Money Market Fund
Government Money Market Fund
Tax Exempt Money Market Fund
Compensation Regarding Institutional Money Market Funds
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Compensation for each of the Funds listed immediately above (the
"Institutional Money Market Funds") shall be at the following annual rates: five
one-hundredths of one percent (.05%) of the Fund's average daily net assets. The
fees pertaining to each Single Class Fund shall be computed daily and paid
periodically.
Name of Fund of Funds
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Investor Growth Fund
Investor Growth and Income Fund
Investor Balanced Fund
Investor Conservative Growth Fund
Compensation Regarding Fund of Funds
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Compensation for each of the above Funds (the "Fund of Funds") shall be
at annual rates as follows: ten one-hundredths of one percent (.10%) of the
Fund's average daily net assets on the first $500,000,000 in Fund assets; seven
and one-half one-hundredths of one percent (.075%) of the Fund's average daily
net assets between $500,000,000 and $1,000,000,000 and five one-hundredths of
one percent (.05%) of the Fund's average daily net assets in excess of
$1,000,000,000.
One Group(R)Mutual Funds One Group Administrative Services, Inc.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
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Date: 9/25/00 Date: 9/22/00
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