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EXHIBIT (9)(j)
ORDER PROCESSING AGREEMENT
BETWEEN REGISTRANT AND
BANK ONE TRUST COMPANY, NA
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ORDER PROCESSING AGREEMENT
AGREEMENT made as of _________, 1997, by and between Bank One Trust Company, NA
("Recordkeeper") and The One Group(R) (the "Fund Company").
WHEREAS, the Recordkeeper and the Fund Company have entered into an Agency and
Delegation Agreement (the "Agency Agreement"), which is incorporated herein by
reference, under which the Fund Company will retain the Recordkeeper to perform
certain recordkeeping and accounting services and functions with respect to
transactions in shares of series ("Funds") of the Fund Company made by or on
behalf of participants in certain employee pension benefit plans as that term is
defined in Section 3(2)(A) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") ("Plans");
WHEREAS, pursuant to the Agency Agreement, the Recordkeeper has been deemed the
agent of the Trust for the sole and limited purpose of receiving instructions
("Instructions") in proper form from participants, beneficiaries or plan
sponsors ("Participants") from which are derived orders ("Orders") for the
purchase, redemption and exchange of Fund shares; and
WHEREAS, the Recordkeeper is responsible for transmitting such Orders to the
Fund Company's transfer agent.
NOW THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, the parties hereto agree as follows:
1. Provision of Net Asset Value. The Fund Company or its designee shall
furnish the Recordkeeper with the confirmed net asset value ("NAV")
information as of the close of trading on the New York Stock Exchange
(generally, 4:00 p.m., Eastern Time ("ET")) ("Market Close") on any day
that the Fund Company is open for business ("Business Day"), and
dividend and capital gains information as it arises. The Fund Company
or its designee shall use its best efforts to provide such information
by 6:30 p.m., ET on each Business Day.
2. The Recordkeepers Receipt and Transmission of Orders.
a) As provided in the Agency Agreement, the Recordkeeper will
aggregate all purchase, redemption and exchange Instructions
made by or on behalf of Plan Participants and communicate to
the Fund Company an aggregate purchase, redemption or exchange
Order.
b) The Recordkeeper agrees that (i) Orders derived from
Participant Instructions received by the Recordkeeper prior to
the Market Close on any Business Day ("Day 1") will be
electronically transmitted to the Fund Company by 9:00 p.m.,
ET that Business Day (such Orders are referred to as "Day 1
Trades"); and (ii) orders derived from Instructions received
by the Recordkeeper after the Market Close ("Day 2 Trades") on
Day 1 will be electronically transmitted to the Trust on the
next Business Day following Day 1 ("Day 2").
c) If the Recordkeeper cannot electronically transmit Day 1
Trades by 9:00 p.m. on Day 1, the Recordkeeper will transmit
such Orders by facsimile prior to the Market Open (generally
7:00 a.m.) on Day 2. If Day 2 Trades cannot be electronically
transmitted
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by 9:00 p.m. on Day 2, the Recordkeeper will transmit such
Orders by facsimile prior to the Market Open on the second
business day following Day 1 ("Day 3").
3. Pricing of Orders. The Fund Company agrees that Day 1 Trades will be
effected at the NAV calculated as of the Market Close on Day 1,
provided that such trades are received by the Trust by 9:00 p.m., ET on
Day 1 or prior to 7:00 a.m. on Day 2; and Day 2 Trades will be effected
at the NAV calculated as of the Market Close on Day 2, provided they
are received by the Fund Company by 9:00 p.m., ET on Day 2 or prior to
7:00 a.m. on Day 3. The Fund Company agrees that, consistent with the
foregoing, Day 1 Trades will have been received by the Fund Company
prior to the Market Close on Day 1, and Day 2 trades will have been
received by the Fund Company prior to the Market Close on Day 2 for all
purposes, including, without limitation, effecting distributions.
4. Confirmations. The Fund Company will send a confirmation of each
Business Day's Order via electronic transmission or facsimile by the
Market Close on Day 2 for Day 1 Trades received by 9:00 p.m on Day 1,
and on Day 3 for Day 1 Trades received prior to 7:00 a.m. on Day 2.
5. Role of the Recordkeeper. The parties acknowledge and agree that,
except as specifically provided in this Agreement and for the sole and
limited purposes set forth herein, the Recordkeeper acts as agents for
the Plans in connection with the effectuation of Orders subject to this
Agreement. The parties agree that the Recordkeeper is not an agent of
the Fund Company other than as provided herein and in the Agency
Agreement.
6. Books and Records. To the extent required by the Investment Company Act
of 1940 (the "1940 Act"), as amended, and the rules thereunder, all
records maintained by the Recordkeeper hereunder are the property of
the Fund Company and will be preserved, maintained and made available
in accordance with the 1940 Act and the rules thereunder. Copies, or if
required, originals, of such records shall be surrendered promptly to
the Fund Company and its agents (or independent accountants) upon
request. This Section 6 shall survive termination of this Agreement.
7. Representations of the Recordkeeper.
(a) Bank One Trust Company, NA is a national banking association
with its principal offices in Columbus, Ohio.
(b) Bank One Trust Company, NA possesses full power and authority
to enter into and perform services under this Agreement
8. Verification. Each party shall, as soon as practicable after
notification that a report, notification or other information has been
transmitted by the other party via facsimile or other electronic
transmission, confirm the receipt of such report, notification or other
information. Such confirmation shall be in oral, written or electronic
format. In the absence of such confirmation, a party to whom the
transmission was sent shall not be held liable for any failure to act
in accordance with the transmission, and absent evidence to the
contrary, the
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sending party may not claim that the transmission was received by the
other party. Each party shall promptly notify the other of any errors,
omission or interruptions in, or delay or unavailability of, any such
transmission as promptly as possible.
9. Indemnification. The Recordkeeper shall use its best efforts to ensure
the accuracy of all services performed under this Agreement. The
Recordkeeper agrees to indemnify and hold harmless the Fund Company,
its Trustees, officers, agents and nominees from and against all
claims, actions, demands, suits, whether groundless or otherwise, from
and against any and all judgments, liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every nature and character
arising out of the actions or non-actions of the Fund Company or its
designee with respect to performance under this Agreement, provided
that this indemnification shall not apply to actions or omissions of
the Trust or its designee in cases of its bad faith, wilful
misfeasance, negligence or from reckless disregard by the Fund Company
or its designee of their obligations and duties.
The Fund Company agrees to indemnify and hold harmless the
Recordkeeper, its employees, officers, agents and nominees from and
against all claims, actions, demands, suits, whether groundless or
otherwise, from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every
nature and character arising out of the actions or non-actions of the
Recordkeeper with respect to performance under this Agreement, provided
that this indemnification shall not apply to actions or omissions of
the Recordkeeper in cases of its bad faith, wilful misfeasance,
negligence or from reckless disregard by the Recordkeeper of its
obligations and duties.
10. Termination. The Fund Company will provide the Recordkeeper with 90
days prior written notice if purchase Orders may no longer be effected
in accordance with this Agreement. Such termination shall not affect
the remaining provisions of this Agreement and redemption Orders shall
continue to be effected. Either party may terminated this Agreement
upon ninety (90) day's prior written agreement to the Fund Company.
11. Entire Agreement. This Agreement represents the entire agreement
between the parties, supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, and shall not be
modified or amended except by a writing signed by both parties.
12. Notices. Unless otherwise specified, all notices and other
communications shall be in writing and shall be duly given if hand
delivered, delivered by facsimile with written
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confirmation, or mailed by first class mail to the following addresses:
If to the Fund Company:
The One Group
Attn: Xxxx Xxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
If to the Recordkeeper:
Bank One Trust Company, NA
Attn: Xxxx Xxxxxx
000 Xxxx Xxxxxx Xxxx
Xxxxxxxxxxx, Xxxx 00000
13. Severability. If any provision of this Agreement are held or made
invalid by a statute, rule, regulation , decision of a tribunal or
otherwise, the remainder of this Agreement shall not be affected and,
to this extent, the provisions of this Agreement shall be deemed to be
severable.
14. Governing Law. This Agreement shall be governed by the laws of the
state of Ohio, except as such laws are superseded by or preempted by
any Federal law.
15. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other party.
16. Dispute Resolution and Arbitration. Any controversy or claim arising
out of or relating to this Agreement, or the breach of the same which
gives rise to a remedy at law, shall be settled through consultation
and negotiation in good faith and a spirit of mutual cooperation.
However, if those attempts fail, the parties agree that any
misunderstandings or disputes arising from this Agreement shall be
decided by arbitration which shall be conducted, upon request by either
party, before three (3) arbitrators (unless both parties agree on one
(1) arbitrator) designated by the American Arbitration Association (the
"AAA"), in accordance with the terms of the Commercial Arbitration
Rules of the AAA, and, to the maximum extent applicable, the United
States Arbitration Act (Title 9 of the United States Code), or if such
Act is not applicable, any substantially equivalent Louisiana state
law. The parties further agree that the arbitrator(s) will decide which
party must bear the expenses of the arbitration proceedings.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed as of the date set forth below.
THE ONE GROUP BANK ONE TRUST COMPANY, NA
By:_______________________ By:__________________________
Name:_____________________ Name:________________________
Title:____________________ Title:_______________________
Date:_____________________ Date:________________________
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