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Exhibit (h)(27)
Form of Shareholder Services Agreement (Class S Shares)
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ONE GROUP MUTUAL FUNDS
3435 STELZER ROAD
COLUMBUS, OHIO 42319
SHAREHOLDER SERVICES AGREEMENT
To
SHAREHOLDER SERVICES PLAN
To: Service Organization
We wish to enter into enter into this Shareholder Services Agreement with
you concerning the provision of administrative support services to your
customers who may from time to time be the record or beneficial owners of shares
of one or more of the series (individually, a "Fund"; collectively, the "Funds")
of One Group Mutual Funds (the "Trust"). The terms and conditions of this
Agreement are as follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1 Reference is made to the prospectuses of the Funds (individually, a
"Prospectus"; collectively, the "Prospectuses") as from time to time
are effective under the Securities Act of 1933 (the "1933 Act").
Terms defined therein and not otherwise defined herein are used
herein with then meaning so defined.
2. SERVICES AS A SERVICE ORGANIZATION.
2.1 The Service Organization shall provide any combination of the
following support services, as agreed upon by the parties from time
to time, to Customers who may from time to time beneficially own
Shares of a Fund: (i) aggregating and processing purchase and
redemption requests for a Fund's Shares from Customers and placing
net purchase and redemption orders with the Trust, (ii) processing
dividend payments from the Trust on behalf of Customers; (iii)
arranging for bank wire transfer of funds to or from a Customer's
account; (iv) responding to inquiries from Customers relating to the
services performed by the Service Organization under this Agreement;
(v) providing sub-accounting with respect to a Fund's Shares
beneficially owned by Customers or the information to the Trust
necessary for sub-accounting, (vi) if required by law, forwarding
Shareholder communications from the Trust (such as proxies,
Shareholders reports, annual and semi-annual financial statements,
and dividend, distribution, and tax notices) to Customers; (vii)
forwarding to Customers proxy statements and proxies containing any
proposals regarding this Agreement or a Fund's Plan; (viii)
providing such other similar services as the Trust may reasonable
request to the extent the Service Organization is permitted to do so
under applicable statutes, rules, or regulations.
2.2 The Service Organization will provide such office space and
equipment, telephone facilities, and personnel (which may be any
part of the space, equipment, and facilities currently used in the
Servicing Organization's business, or any personnel employed by the
Servicing Organization) as may be reasonable necessary or beneficial
in order to provide such services to Customers,
2.3 All orders for Fund Shares are subject to acceptance or rejection by
the Trust in its sole discretion, and the Trust may, in its
discretion and without notice, suspend or withdraw the sale of Fund
Shares, including the sale of such Shares to the Service
Organization for the account of any Customer or Customers.
2.4 In providing services hereunder, the Service Organization shall act
solely as agent for its Customers. For all purposes of this
Agreement, the Organization will be deemed to be an independent
contractor, and will have no authority to act as agent for the Trust
in any matter or in
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any respect. No person is authorized to make any representations
concerning the Trust or any Fund's Shares except those
representations contained in the Funds' then-current Prospectuses
and the Trust's Statement of Additional Information and in such
printed information as the Trust may subsequently prepare. The
Service Organization further agrees to deliver to Customers, upon
the request of the Trust, copies of any amended Prospectus and
Statement of Additional Information.
2.5 The Service Organization and its employees will, upon request, be
available during normal business hours to consult with the Trust or
its designees concerning the performance of the Service
Organization's responsibilities under this Agreement. In addition,
the Service Organization will furnish to the Trust or its designees
such information as the Trust or its designees may reasonable
request (including, without limitation, periodic certifications
confirming the provision to Customers of the services described
herein), and will otherwise cooperate with the Trust and its
designees (including, without limitation any auditors designated by
the Trust) in the preparation of reports to the Trust's Board of
Trustees concerning this Agreement, as well as any other reports or
filings that may be required by law.
3. COMPENSATION.
3.1 The Trust shall pay the Service Organization for the Services to be
provided by the Service Organization under this Agreement in
accordance with, and in the manner set forth in, Schedule B hereto,
as such Schedule may be amended from time to time.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1 By written acceptance of this Agreement, the Service Organization
further represents, warrants, and agrees that: (i) the Service
Organization believes that it possesses the legal authority to
perform the services contemplated by this Agreement without
violation of applicable Federal laws and regulations.
5. EXCULPATION; INDEMNIFICATION.
5.1 The Trust shall not be liable to the Service Organization and the
Service Organization shall not be liable to the Trust except for
acts or failures to act which constitute lack of good faith or
negligence and for obligations expressly assumed by either party
hereunder. Nothing contained in this Agreement is intended to
operate as a waiver by the Trust or by the Service Organization of
compliance with any applicable federal or state law, rule, or
regulation.
6. EFFECTIVE DATE, TERMINATION.
6.1 This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Trust or its designee.
Unless sooner terminated, this Agreement will continue until
____________ 19__, and thereafter will continue automatically for
successive annual periods ending on ____________, 19__ of each year.
6.2 This Agreement will automatically terminate in the event of its
assignment (as such term is defined in the 1940 Act). This Agreement
may be terminated by the Trust or by the Service Organization,
without penalty, upon ten days' prior written notice to the other
party. This Agreement may also be terminated at any time without
penalty by the vote of a majority of the members of the Board of
Trustees of the Trust who are not "interested persons" (as such term
is defined in the 1940 Act) and who have no direct or indirect
financial Interest in the Plans or any agreement relating to such
Plans, including this Agreement, or by a vote of a majority of the
Shares of a Fund, with respect to such Fund, on ten days' written
notice.
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7. GENERAL
7.1 All notices and other communications to either the Service
Organization or the Trust will be duly given if mailed, telegraphed
or telecopied to the appropriate address set forth on page 1
thereof, or at such other address as either party provide in writing
to the other party.
7.2 The Trust may enter into other similar agreements for the provision
of Shareholder services with any other person or persons without the
Service Organization's consent.
7.3 This Agreement supersedes any other agreement between the Trust and
the Service Organization relating to the provision of support
services to the Service Organization's Customers who beneficially
own Fund Shares and relating to any other matters discussed herein.
All covenants, agreements, representations, and warranties made
herein shall be deemed to have been material and relied on by each
party, notwithstanding any investigation made by either party or on
behalf of either party, and shall survive the execution and delivery
of this Agreement. The invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of
any other term or provision hereof . The headings in this Agreement
are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof. This Agreement may be executed
in any number of counterparts which together shall constitute one
instrument and shall be governed by and construed in accordance with
the laws (other than the conflict of laws rules) of the State of
Ohio and shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns.
7.4 The name "One Group 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 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 and/or class of Shares of the Trust must look solely to the
assets of the Trust belonging to such series and/or class for the
enforcement of any claims against the Trust.
Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated.
ONE GROUP MUTUAL FUNDS
By:
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Name:
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Title:
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Date:
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ACCEPTED AND AGREED TO:
By:
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Name:
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Title:
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Date:
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Schedule A
to the
Shareholder Services Agreement
Between One Group Mutual Funds
and
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(Service Organization)
FUNDS
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Money Market Funds
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One Group Institutional Prime Money Market Fund - Class S Shares
One Group Treasury Only Money Market Fund - Class S Shares
One Group Government Money Market Fund - Class S Shares
Accepted and Agreed to:
One Group Mutual Funds
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(Services Organization)
By: By:
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Date: Date:
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Schedule B
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to the
Shareholder Services Agreement
Between One Group Mutual Funds
and
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(Service Organization)
Compensation1
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The Service Organization shall receive a fee calculated at an annual
rate of twenty-five one-hundredths of one percent (.25%) of each Fund's Average
daily net assets attributable to Class S shares beneficially owned by the
Service Organization's Customers.
Accepted and Agreed to:
One Group Mutual Funds
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(Services Organization)
By: By:
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Date: Date:
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1 All fees are computed daily and paid monthly.
