<PAGE>
Exhibit (d)(2)
Form of Amended and Restated Schedule A
to the
Investment Advisory Agreement
between
The Registrant
and
Banc One Investment Advisors Corporation
<PAGE>
Amended and Restated
Schedule A
to the
Investment Advisory Agreement between One Group Mutual Funds
and Banc One Investment Advisors Corporation
dated November 16, 2000
<TABLE>
<CAPTION>
Name of Fund Compensation
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<S> <C>
The Treasury Only Money Annual rate of eight one-hundredths of one
Market Fund percent (.08%) of The Treasury Only Money
Market Fund's average daily net assets.
The Government Money Market Annual rate of eight one-hundredths of one
Fund percent (.08%) of The Government Money
Market Fund's average daily net assets.
The Tax Exempt Money Market Annual rate of eight one-hundredths of one
Fund percent (.08%) of The Tax Exempt Money
Market Fund's average daily net assets.
The Institutional Prime Money Annual rate of ten one-hundredths of one
Market Fund percent (.10%) of The Institutional Prime
Money Market Fund's average daily net
assets.
The U.S. Treasury Securities Annual rate of thirty-five one-hundredths
Money Market Fund of one percent (.35%) of The U.S. Treasury
Securities Money Market Fund's average daily
net assets.
The U.S. Government Securities Annual rate of thirty-five one-hundredths of
Money Market Fund one percent (.35%) of The U.S. Government
Securities Money Market Fund's average daily
net assets.
The Treasury Prime Annual rate of thirty-five one-hundredths of
Money Market Fund one percent (.35%) of The Treasury Prime
Money Market Fund's average daily net
assets.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
The Prime Money Market Annual rate of thirty-five one-hundredths
Fund of one percent (.35%) of The Prime Money
Market Fund's average daily net assets.
The Municipal Money Market Annual rate of thirty-five one-hundredths
Fund of one percent (.35%) of The Municipal
Money Market Fund's average daily net
assets.
The Ohio Municipal Money Annual rate of thirty one-hundredths of
Market Fund one percent (.30%) of The Ohio Municipal
Money Market Fund's average daily net
assets.
The Michigan Municipal Money Annual rate of thirty five one-hundredths of
Market Fund one percent (.35%) of The Michigan Municipal
Money Market Fund's average daily net
assets.
The Cash Management Money Annual rate of twenty one-hundredths of
Market Fund one percent (.20%) of The Cash Management
Money Market Fund's average daily net
assets.
The Treasury Cash Management Annual rate of twenty one-hundredths of
Money Market Fund one percent (.20%) of The Treasury Cash
Management Money Market Fund's average daily
net assets.
The Treasury Prime Cash Annual rate of twenty one-hundredths of
Management Money Market Fund one percent (.20%) of The Treasury Prime Cash
Management Money Market Fund's average daily
net assets.
The U.S. Government Cash Annual rate of twenty one-hundredths of
Management Money Market Fund one percent (.20%) of The U.S. Government Cash
Management Money Market Fund's average daily
net assets.
The Municipal Cash Management Annual rate of twenty one-hundredths of
Money Market Fund one percent (.20%) of The Municipal Cash
Money Market Fund's average daily net
assets.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
The Balanced Fund Annual rate of sixty-five one-hundredths
of one percent (.65%) of The Balanced Fund's
average daily net assets.
The Equity Income Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) on the first $1.5
billion of The Equity Income Fund's average
daily net assets, seventy one-hundredths of
one percent (.70%) on the next $500 million
of The Equity Income Fund's average daily
net assets, sixty-five one-hundredths of one
percent (.65%) on the next $3.5 billion of
The Equity Income Fund's average daily net
assets, and sixty one-hundredths of one
percent (.60%) on The Equity Income Fund's
average daily net assets in excess of $5.5
billion.
The Mid Cap Value Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) on the first $1.5
billion of The Mid Cap Value Fund's average
daily net assets, seventy one-hundredths of
one percent (.70%) on the next $500 million
of The Mid Cap Value Fund's average daily
net assets, sixty-five one-hundredths of one
percent (.65%) on the next $3.5 billion of
The Mid Cap Value Fund's average daily net
assets, and sixty one-hundredths of one
percent (.60%) on The Mid Cap Value Fund's
average daily net assets in excess of $5.5
billion.
The Mid Cap Growth Fund Annual rate of seventy-four
one-hundredths of one percent (.74%) on the
first $1.5 billion of The Mid Cap Growth
Fund's average daily net assets, seventy
one-hundredths of one percent (.70%) on the
next $500 million of The Mid Cap Growth
Fund's average daily net assets, sixty-five
one-hundredths of one percent (.65%) on the
next $3.5 billion of The Mid Cap Growth
Fund's average daily net assets and sixty
one-hundredths of one percent (.60%) on The
Mid Cap Growth Fund's average daily net
assets in excess of $5.5 billion.
The International Equity Annual rate of fifty-five one-hundredths
Index Fund of one percent (.55%) of The International
Equity Index Fund's average daily net
assets.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
The Equity Index Fund Annual rate of thirty one-hundredths of one
percent (.30%) of The Equity Index Fund's
average daily net assets.
The Large Cap Value Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) on the first $1.5
billion of The Large Cap Value Fund's
average daily net assets, seventy
one-hundredths of one percent (.70%) on the
next $500 million of The Large Cap Values
Fund's average daily net assets, sixty-five
one-hundredths of one percent (.65%) on the
next $3.5 billion of The Large Cap Value
Fund's average daily net assets, and sixty
one-hundredths of one percent (.60%) on The
Large Cap Value Fund's average daily net
assets in excess of $5.5 billion.
The Diversified Equity Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) on the first $1.5
billion of The Diversified Equity Fund's
average daily net assets, seventy
one-hundredths of one percent (.70%) on the
next $500 million of The Diversified Equity
Fund's average daily net assets, sixty-five
one-hundredths of one percent (.65%) on the
next $3.5 billion of The Diversified Equity
Fund's average daily net assets, and sixty
one-hundredths of one percent (.60%) on The
Diversified Equity Fund's average daily net
assets in excess of $5.5 billion.
The Small Cap Growth Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) on the first $1.5
billion of The Small Cap Growth Fund's
average daily net assets, seventy
one-hundredths of one percent (.70%) on the
next $500 million of The Small Cap Growth
Fund's average daily net assets, sixty-five
one-hundredths of one percent (.65%) on the
next $3.5 billion of The Small Cap Growth
Fund's average daily net assets, and sixty
one-hundredths of one percent (.60%) of The
Small Cap Growth Fund's average daily net
assets in excess of $5.5 billion.
The Large Cap Growth Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) on the first $1.5
billion of The Large Cap Growth Fund's
average daily net assets, seventy
one-hundredths of one percent (.70%) on
</TABLE>
<PAGE>
<TABLE>
<S> <C>
the next $500 million of The Large Cap
Growth Fund's average daily net assets,
sixty-five one-hundredths of one percent
(.65%) on the next $3.5 billion of The Large
Cap Growth Fund's average daily net assets,
and sixty one-hundredths of one percent
(.60%) of The Large Cap Growth Fund's
average daily net assets in excess of $5.5
billion.
The Diversified Mid Cap Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) on the first $1.5
billion of The Diversified Mid Cap Fund's
average daily net assets, seventy
one-hundredths of one percent (.70%) on the
next $500 million of The Diversified Mid Cap
Fund's average daily net assets, sixty-five
one-hundredths of one percent (.65%) on the
next $3.5 billion of The Diversified Mid Cap
Fund's average daily net assets, and sixty
one-hundredths of one percent (.60%) of The
Diversified Mid Cap Growth Fund's average
daily net assets in excess of $5.5 billion.
The Small Cap Value Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) on the first $1.5
billion of The Small Cap Value Fund's
average daily net assets, seventy
one-hundredths of one percent (.70%) on the
next $500 million of The Small Cap Value
Fund's average daily net assets, sixty- five
one-hundredths of one percent (.65%) on the
next $3.5 billion of The Small Cap Value
Fund's average daily net assets, and sixty
one-hundredths of one percent (.60%) of The
Small Cap Value Fund's average daily net
assets in excess of $5.5 billion.
The Diversified International Fund Annual rate of eighty one-hundredths of one
percent (.80%) of The Diversified
International Fund's average daily net
assets.
The Market Expansion Index Fund Annual rate of thirty five one-hundredths of
one percent (.35%) of The Small Cap Index
Fund's average daily net assets.
The Technology Fund Fund Annual rate of one percent (1.00%) of The
Technology Fund's average daily net assets.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
The Real Estate Fund Annual rate of seventy-four one-hundredths
of one percent (.74%) of The Real Estate
Fund's average daily net assets.
The Health Sciences Fund Annual rate of eighty-five one-hundredths of
one percent (.85%) of The Health Sciences
Fund's average daily net assets.
The Income Bond Fund Annual rate of sixty one-hundredths of one
percent (.60%) of The Income Bond Fund's
average daily net assets.
The Short-Term Bond Annual rate of sixty one-hundredths of one
Fund percent (.60%) of The Short-Term Bond Fund's
average daily net assets.
The Government Bond Fund Annual rate of forty-five one-hundredths of
one percent (.45%) of The Government Bond
Fund's average daily net assets.
The Ultra Short-Term Bond Annual rate of fifty-five one-hundredths
Fund of one percent (.55%) of The Ultra Short-Term
Income Fund's average daily net assets.
The Treasury & Agency Annual rate of forty one-hundredths of one
Fund percent (.40%) of the Treasury & Agency
Fund's average daily net assets.
The High Yield Bond Fund Annual rate of seventy-five one-hundredths
of one percent (.75%) of the High Yield Bond
Fund's average daily net assets.
The Intermediate Bond Annual rate of sixty one-hundredths
Fund of one percent (.60%) of The Intermediate
Bond Fund's average daily net assets.
The Bond Fund Annual rate of sixty one-hundredths of one
percent (.60%) of the Bond Fund's average
daily net assets.
The Mortgage-Backed Annual rate of thirty-five one-hundredths of one
Securities Fund percent (.35%) of the Mortgage-Backed Securities
Fund's average daily net assets.
The Intermediate Tax-Free Annual rate of sixty one-hundredths of one
Bond Fund percent (.60%) of The Intermediate Tax-
Free Bond Fund's average daily net assets.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
The Ohio Municipal Bond Annual rate of sixty one-hundredths of one
Fund percent (.60%) of The Ohio Municipal Bond
Fund's average daily net assets.
The Municipal Income Fund Annual rate of forty-five one-hundredths
of one percent (.45%) of The Municipal Income
Bond Fund's average daily net assets.
The West Virginia Municipal Annual rate of forty-five one-hundredths
Bond Fund of one percent (.45%) of The West Virginia
Municipal Bond Fund's average daily net assets.
The Kentucky Municipal Bond Annual rate of forty-five one-hundredths
Fund of one percent (.45%) of The Kentucky
Municipal Bond Fund's average daily net
assets.
The Louisiana Municipal Bond Annual rate of sixty one-hundredths
Fund of one percent (.60%) of The Louisiana
Municipal Bond Fund's average daily net
assets.
The Arizona Municipal Bond Annual rate of forty-five one-hundredths
Fund of one percent (.45%) of The Arizona
Municipal Bond Fund's average daily net
assets.
The Tax Free Bond Annual rate of forty-five one-hundredths
Fund of one percent (.45%) of The Tax-Free
Bond Fund's average daily net assets.
The Michigan Municipal Bond Annual rate of forty-five one-hundredths
Fund of one percent (.45%) of The Michigan
Municipal Bond Fund's average daily net
assets.
The Short-Term Municipal Bond Annual rate of sixty one-hundredths
Fund of one percent (.60%) of The Short-Term
Municipal Bond Fund's average daily
net assets.
Investor Conservative Growth Annual rate of five one-hundredths of
Fund one percent (.05%) of The Investor
Conservative Growth Fund's average
daily net assets.
Investor Growth & Income Annual rate of five one-hundredths of
Fund one percent (.05%) of The Investor Growth &
Income Fund's average daily net assets.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Investor Growth Fund Annual rate of five one-hundredths of one
percent (.05%) of The Investor Growth Fund's
average daily net assets.
Investor Balanced Annual rate of five one-hundredths of one
Fund percent (.05%) of the Investor Balanced Fund's
average daily net assets.
</TABLE>
BANC ONE INVESTMENT ADVISORS ONE GROUP MUTUAL FUNDS
CORPORATION (formerly The One Group)
By: By:
--------------------------- ---------------------------------
Dated: Dated:
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