<PAGE>
Exhibit (m)(24)
Shareholder Services Agreement (Agency)
Between
Bank One Trust Company, N.A.
And
The One Group Services Company
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THE ONE GROUP SERVICES COMPANY
3435 STELZER ROAD
COLUMBUS, 0HIO 42319
SHAREHOLDER SERVICING AGREEMENT
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The One Group Services Company (the "Distributor") serves as the
Distributor to The One Group (the "Company"), an open-end management investment
company organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940 (the "1940 ACT"). Pursuant to Rule 12b-1 under the 1940 Act ("Rule
12b-l"), but subject to the provisions of Section 4.1 hereof, the holders of the
units of beneficial interest ("Shares") of the investment portfolios identified
in Schedule A hereto (individually, a "Fund"; collectively, the "Funds") have
adopted Distribution and Shareholder Servicing Plans (the "Plans") which, among
other things, authorize the Distributor to enter into this Shareholder Servicing
Agreement with Bank One Trust Company, NA (the "Service Organization"), with its
principal office located at 774 Park Meadow Road, Columbus, OH 43271-1034,
concerning the provision of support services to the Service Organization's
customers ("Customers") who may from time to time beneficially own Fund Shares.
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 the
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 Distributor, (ii) processing dividend payments
from the Company 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 subaccounting with respect to a
Fund's Shares beneficially owned by Customers or the
information to the Company necessary for subaccounting; (vi)
if required by law, forwarding Shareholder communications from
the Company (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 Distributor may reasonable
request to the extent the Service Organization is permitted to
do so under applicable statutes, rules, or regulations.
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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 Company in its sole discretion, and the Company 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 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 Distributor in
any matter or in any respect. No person is authorized to make any
representations concerning the Distributor, the Company, or any
Fund's Shares except those representations contained in the
Funds' then-current Prospectuses and the Company's Statement of
Additional Information and in such printed information as the
Distributor or the Company may subsequently prepare. The Service
Organization further agrees to deliver to Customers, upon the
request of the Distributor, 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
Distributor or its designees concerning the performance of the
Service Organization's responsibilities under this Agreement. In
addition, the Service Organization will furnish to the
Distributor, the Company or their designees such information as
the Distributor, the Company or their 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 Distributor, the
Company and their designees (including, without limitation, any
auditors designated by the Company, in the preparation of reports
to the Company'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 Distributor 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 (1) the Service
Organization believes that it possesses the legal authority to
perform the services contemplated by this Agreement without
violation of applicable Federal banking laws (including the
Glass-Steagall Act) and regulations.
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EXCULPATION; INDEMNIFICATION.
5.1 The Distributor shall not be liable to the Service Organization
and the Service Organization shall not be liable to the
Distributor except for acts or failures to act which constitute
lack of good faith or gross negligence and for obligations
expressly assumed by either party hereunder. Nothing contained in
this Agreement is intended to operate as a waiver by the
Distributor or by the Service Organization of compliance with any
applicable federal or state law, rule, or regulation and the
rules and regulations promulgated by the National Association of
Securities Dealers, Inc.
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 Distributor or its
designee. Unless sooner terminated, this Agreement will continue
until November 14, 2002, and thereafter will continue
automatically for successive annual periods ending on November 14
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 Distributor 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 Company 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.
7. GENERAL.
7.1 All notices and other communications to either the Service
Organization or the Distributor will be duly given if mailed,
telegraphed or telecopied to the appropriate address set forth on
page I thereof, or at such other address as either party may
provide in writing to the other party.
7.2 The Distributor 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
Distributor 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.
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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.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated.
THE ONE GROUP SERVICES COMPANY
By: /s/ Mark S. Redman
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Name: Mark S. Redman
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Title: President
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Date: December 23, 1987
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ACCEPTED AND AGREED TO:
Bank One Trust Company, NA
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By: /s/ John G. Alexander
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Name: John G. Alexander
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Title: Senior Managing Director
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Date: December 18, 1997
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Schedule A
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to the
Shareholder Servicing Agreement
Between The One Group Services Company
and
Bank One Trust Company, NA
(Service Organization)
FUNDS
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Money Market Funds
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U.S. Treasury Securities Money Market Fund - Class A Shares
Prime Money Market Fund - Class A Shares
Municipal Money Market Fund - Class A Shares
Ohio Municipal Money Market Fund - Class A Shares
Equity Funds
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Income Equity Fund - Class A Shares
Disciplined Value Fund - Class A Shares
Growth Opportunities Fund - Class A Shares
International Equity Index Fund - Class A Shares
Large Company Value Fund - Class A Shares
Equity Index Fund - Class A Shares
Asset Allocation Fund - Class A Shares
Large Company Growth Fund - Class A Shares
Value Growth Fund - Class A Shares
Small Capitalization Fund (Formerly, the Gulf South Growth Fund) -
Class A Shares
Investor Aggressive Growth Fund - Class A Shares
Investor Growth Fund - Class A Shares
Investor Growth and Income Fund - Class A Shares
Investor Balanced Fund - Class A Shares
Investor Conservative Growth Fund - Class A Shares
Fixed Income Funds
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Income Bond Fund - Class A Shares
Limited Volatility Bond Fund - Class A Shares
Intermediate Tax-Free Bond Fund - Class A Shares
Ohio Municipal Bond Fund - Class A Shares
Government Bond Fund - Class A Shares
Ultra Short-Term Income Fund - Class A Shares
Municipal Income Fund - Class A Shares
West Virginia Municipal Bond Fund - Class A Shares
Kentucky Municipal Bond Fund
Intermediate Bond Fund - Class A Shares
Arizona Municipal Bond Fund - Class A Shares
Louisiana Municipal Bond Fund - Class A Shares
Treasury & Agency Fund - Class A Shares
Accepted and Agreed to:
The One Group Services Company Bank One Trust Company, NA
--------------------------------
(Service Organization)
By: /s/ Mark S. Redman By: /s/ John Alexander
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Date: December 23, 1997 Date: December 18, 1997
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Schedule B
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to the
Shareholder Servicing Agreement
Between The One Group Services Company
and
Bank One Trust Company, NA
--------------------------
(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 the Fund's average
daily net assets attributable to Shares beneficially owned by the Service
Organization's Customers.
Accepted and Agreed to:
The One Group Services Company Bank One Trust Company, NA
----------------------------------
(Service Organization)
By: /s/ Mark S. Redman By: /s/ John Alexander
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Date: December 23, 1997 Date: December 18, 1997
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1 All fees arc computed daily and paid monthly.
