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Exhibit 23(h)(1)
Amended and Restated Transfer and Dividend Disbursing Agent Agreement
dated February 17, 1999 between One Group Investment Trust and Nationwide
Investors Services, Inc.
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AMENDED AND RESTATED
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
BETWEEN
ONE GROUP(R) INVESTMENT TRUST
AND
NATIONWIDE INVESTORS SERVICES, INC.
This Transfer and Dividend Disbursing Agent Agreement ("Agreement"), originally
made this 17th day of February, 1999, by and between One Group(R) Investment
Trust, a Massachusetts business trust, hereinafter called the ("Trust") and
Nationwide Investors Services, Inc., an Ohio corporation, hereinafter called the
("Agent").
WITNESSETH:
WHEREAS, the Trust and Agent entered into a Transfer and Dividend
Disbursing Agreement dated May 20, 1994 ("Original Agreement"), and an Amended
and Restated Transfer and Dividend Disbursing Agent Agreement on February 18,
1998, May 20, 1998, and November 19, 1998; and
WHEREAS, the Trust is a diversified, open-end, management investment
company and is or will be so registered under the Investment Company Act of
1940, as amended, and has or will have registered shares of the series listed in
Appendix A hereto (the "Funds") under the Securities Act of 1933, as amended;
WHEREAS, the Trust will sell shares of the Funds to the separate
accounts of life insurance companies ("Companies") fund the benefits of certain
variable annuity and variable life contracts ("Contracts"); and
WHEREAS, the Trust desires to enter into a Transfer and Dividend
Disbursing Agent Agreement with Agent under which Agent will provide the
services as set forth in detail in this Agreement, and Agent is desirous of
providing such services upon the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, it is agreed as follows:
1. The Agent shall act as Stock Transfer Agent and Dividend Disbursing
Agent for the Trust with regard to the Funds and in these capacities
shall, where required:
a. maintain the current name and address, issuance data, and
number of shares and fractional shares owned by the Companies;
b. deposit and process on a daily basis all investments made by
the Companies;
c. calculate and cause the reinvestment of any dividends and
capital gains, distributions;
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d. confirm to the Companies all purchases and redemptions made by
the Companies, in a form suitable to the Companies;
e. prepare proxies and proxy cards, and assist the Companies in
coordinating the mailing of such proxy materials to the
Contract owners, who are the beneficial owners of Trust
shares;
f. tabulate all proxies;
g. act as inspectors at the Trust's Shareholder Meetings;
h. provide comprehensive accounting controls and reconciliations
of all cash flow; and
i. respond to inquiries from the Companies.
The Trust recognizes that the Companies will be performing many of the
administrative services for which the Agent would otherwise be
responsible, including, without limitation, services with respect to
delivery or sending of Trust proxy material, periodic fund reports, tax
reports, transaction statements, confirmations, and other information
relating to the Trust.
2. The Agent agrees to furnish the services provided for herein and shall
at all times maintain a staff of trained personnel for the purpose of
performing its obligations under the Agreement. The Agent shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance,
bad faith or negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. Anything herein to the contrary notwithstanding, the Trust
hereby agrees that while Agent has sole responsibility for performance
of its obligations under this Agreement, any or all duties of Agent may
be performed from time to time by one or more third parties as Agent,
in its discretion, shall select, provided that Trust shall be notified
of all contracts between Agent and such third party or parties and
provided copies thereof upon request.
3. The Agent agrees that in all matters relating to the services to be
performed by it hereunder, it will use its best efforts to act in
conformity with the terms of the Declaration of Trust, Bylaws,
Registration Statement and current Prospectus and Statement of
Additional Information of the Trust. Each of the parties agree that in
all matters relating to the performance of this Agreement, it will use
its best efforts to conform to and comply with the requirements of the
Investment Company Act of 1940 and all other applicable Federal, State
or other laws and regulations. Nothing herein, contained shall be
deemed to relieve or deprive the Board of Trustees of the Trust of its
responsibility for and control of the conduct of the affairs of the
Trust.
4. The services of the Agent as provided herein are not to be deemed to be
exclusive, and it shall be free to render services of any kind to any
other group, firm, individual or association, and to engage in other
business or activity.
5. This Agreement, including Exhibit A, may be amended at any time by
mutual written consent of the parties.
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6. This Agreement may be terminated by either party hereto upon sixty (60)
days written notice given by one to the other, provided that no such
notice of termination given by the Agent to the Trust shall be
effective unless and until a substitute person or entity has been
engaged by the Trust to perform the services required hereunder for the
Trust, or the Trust has certified to the Agent that other arrangements
have been made by it to provide such services.
7. It is understood and expressly agreed that the obligations and
liabilities of the Trust hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the
Trust, personally, but shall bind only the assets and property of the
Trust, as provided in the Declaration of Trust of the Trust. The
execution and delivery of this Agreement have been authorized by the
Trustee's and signed by an authorized officer of the Trust, acting as
such, and neither such authorization by such Trustee's nor such
execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the
Trust as provided in its Declaration of Trust.
8. For its services specified above, the Trust shall pay to the Agent fees
of .01% of average daily net assets with a maximum of $6,000 per Fund
per calendar year. The above fees shall become effective on April 1,
1999 and are payable monthly on a pro-rata basis on or before the 10th
day of each succeeding month. In the event that a Fund has not been
effective for the full calendar year, the fees for that Fund for such
calendar year shall be reduced proportionately on the basis of the
number of days it is effective for such year to the number of days in
such years.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
ONE GROUP(R) INVESTMENT TRUST
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
President and Treasurer
NATIONWIDE INVESTORS SERVICES, INC.
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Treasurer
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APPENDIX A
FUNDS OF THE TRUST
One Group Investment Trust Government Bond Portfolio
One Group Investment Trust Balanced Portfolio
One Group Investment Trust Mid Cap Growth Portfolio
One Group Investment Trust Large Cap Growth Portfolio
One Group Investment Trust Equity Index Portfolio
One Group Investment Trust Bond Portfolio
One Group Investment Trust Diversified Equity Portfolio
One Group Investment Trust Diversified Mid Cap Portfolio
One Group Investment Trust Mid Cap Value Portfolio
THE ONE GROUP(R) INVESTMENT TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Title: President and Treasurer
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NATIONWIDE INVESTORS SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Treasurer
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Dated: February 17, 1999
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