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Exhibit (h)(3)
Transfer Agency and Service Agreement
dated as of April 1, 2000
between the
Registrant and State Street Bank and Trust Company
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TRANSFER AGENCY AND SERVICE AGREEMENT
Between
ONE GROUP(R) MUTUAL FUNDS
And
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
PAGE
1. Terms of Appointment and Duties.................................................................1
2. Third Party Administrators for Defined Contribution Plans.......................................5
3. Fees and Expenses...............................................................................6
4. Representations and Warranties of the Transfer Agent............................................7
5. Representations and Warranties of the Fund......................................................8
6. Wire Transfer Operating Guidelines..............................................................8
7. Data Access and Proprietary Information........................................................10
8. Indemnification................................................................................12
9. Standard of Care...............................................................................13
10. Year 2000......................................................................................13
11. Confidentiality ...............................................................................14
12. Covenants of the Fund and the Transfer Agent...................................................14
13. Termination of Agreement.......................................................................15
14. Assignment and Third Party Beneficiaries.......................................................16
15. Subcontractors.................................................................................17
16. Miscellaneous..................................................................................17
17. Additional Funds...............................................................................19
18. Limitations of Liability of the Trustees and Shareholders......................................19
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of April , 2000, by and between ONE
--- ---------
GROUP(R) MUTUAL FUNDS, a Massachusetts business trust, having its principal
office and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇ (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company having its principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Transfer Agent").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund intends to initially offer shares in fifty-nine (59) series,
such series shall be named in the attached Schedule A which may be amended by
the parties from time to time (each such series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with SECTION 17, being herein referred to as a "Portfolio", and
collectively as the "Portfolios"); and
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
-------------------------------
1.1 Transfer Agency Services. Subject to the terms and conditions set forth
in this Agreement, the Fund, on behalf of the Portfolios, hereby
employs and appoints the Transfer Agent to act as, and the Transfer
Agent agrees to act as its transfer agent for the Fund's authorized and
issued shares of its beneficial interest ("Shares"), dividend
disbursing agent, custodian of certain retirement plans and agent in
connection with any accumulation, open-account or similar plan provided
to the shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective prospectus and
statement of additional information ("prospectus") of the Fund on
behalf of the applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program. In accordance
with procedures established from time to time by agreement between the
Fund on behalf of each of the Portfolios, as applicable and the
Transfer Agent, the Transfer Agent agrees that it will perform the
following services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Declaration of Trust
of the Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
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(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above,
the Transfer Agent shall execute transactions directly with
broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(h) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(i) Record the issuance of Shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as
amended ("Exchange Act of 1934") a record of the total number of
Shares of the Fund which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. The Transfer Agent shall
also provide the Fund on a regular basis with the total number of
Shares which are authorized and issued and outstanding and shall have
no obligation, when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws relating to
the issue or sale of such Shares, which functions shall be the sole
responsibility of the Fund.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plan (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing Shareholder
proxies, Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions
by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions
in Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information;
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(b) Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Fund of all transactions and
receipts and disbursements of money and securities and deliver a copy
of such report for the Fund for each business day to the Fund no later
than 9:00 AM Eastern Time, or such earlier time as the Fund may
reasonably require, on the next business day;
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the Transfer
Agent in writing those transactions and assets to be treated as exempt
from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system prior to
activation and thereafter monitor the daily activity for each State.
The responsibility of the Transfer Agent for the Fund's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and providing a
system which will enable the Fund to monitor the total number of Shares
sold in each State;
(d) National Securities Clearing Corporation (the "NSCC"). (i) accept
and effectuate the registration and maintenance of accounts through
Networking and the purchase, redemption, transfer and exchange of
shares in such accounts through Fund/SERV (Networking and Fund/SERV
being programs operated by the NSCC on behalf of NSCC's participants,
including the Fund), in accordance with, instructions transmitted to
and received by the Transfer Agent by transmission from NSCC on behalf
of broker-dealers and banks which have been established by, or in
accordance with the instructions of authorized persons, as hereinafter
defined on the dealer file maintained by the Transfer Agent; (ii) issue
instructions to Fund's banks for the settlement of transactions between
the Fund and NSCC (acting on behalf of its broker-dealer and bank
participants); (iii) provide account and transaction information from
the affected Fund's records on DST Systems, Inc. computer system TA2000
("TA2000 System") in accordance with NSCC's Networking and Fund/SERV
rules for those broker-dealers; and (iv) maintain Shareholder accounts
on TA2000 System through Networking;
(e) New Procedures. New procedures as to whom shall provide certain of
these services in SECTION 1 may be established in writing from time to
time by agreement between the Fund and the Transfer Agent. The Transfer
Agent may at times perform only a portion of these services and the
Fund or its agent may perform these services on the Fund's behalf; and
(f) Unclaimed Property. The Transfer Agent shall report unclaimed
property to each state as directed by the Fund according to procedures
agreed upon from time to time and in compliance with Section 17Ad-17
of the Exchange Act of 1934.
(g) Compliance with Office of Foreign Asset Control ("OFAC")
Regulation. Ensure compliance with OFAC laws, regulations, guidance
documents, and blocking and notification requirements by adopting
adequate compliance policies, procedures and internal controls, which
shall include, but not be limited to:
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1. Monitoring existing and new account relationships and
transactions to (i) identify and/or block any prohibited
relationships and transactions and (ii) report to OFAC if a
prohibited transaction occurs or shares or payments are
blocked;
2. Notifying the Fund promptly (i) if the name of an investor is
included on the OFAC lists; (ii) if payments are received
from, or requested to be sent to or through, OFAC-sanctioned
countries; and (iii) when an account, shares or a transaction
is blocked;
3. Conducting periodic internal reviews for compliance with the
OFAC regulations; and
4. Including similar provisions in any agreement that the
Transfer Agent enters into to subcontract transfer agency or
other services.
1.3 Delegated Services to Fund Affiliate.
(a) The Fund hereby directs the Transfer Agent, and the Transfer Agent
agrees, to delegate shareholder correspondence and such other services
as the parties may agree to from time to time (the "Delegated
Services") to an affiliate or subsidiary of the Fund as designated in
writing by the Fund (the "Fund Affiliate");
(b) The Transfer Agent and the Fund acknowledge and agree that (i) the
Fund Affiliate shall not be considered an agent of the Transfer Agent;
(ii) the Transfer Agent shall have no liability or responsibility for
any loss, damage or expense resulting from the acts or omissions of, or
any error by, the Fund Affiliate in connection with the performance of
the Delegated Services; and (iii) the Transfer Agent shall be entitled
to the indemnification under SECTION 8.1 of the Agreement in connection
with the acceptance and performance this direction by the Fund.
(c) The Fund Affiliate shall submit monthly invoices to the Transfer
Agent for the Delegated Services performed hereunder. The Transfer
Agent shall ▇▇▇▇ the Fund on account of the Fund Affiliate's services
as an out-of-pocket expense in accordance with SECTION 3. The Transfer
Agent shall pay the Fund Affiliate within thirty (30) days of the time
the Transfer Agent receives payment from the Fund on account thereof.
It is intended that payments to the Fund Affiliate will be made as the
Transfer Agent is paid by the Fund under this Agreement. The Fund and
the Transfer Agent agree that the Transfer Agent is obligated to pay
the Fund Affiliate only to the extent the Transfer Agent receives
payment from the Fund for the Fund Affiliate's services.
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1.4 SIMPLE ▇▇▇ Plans. The Fund intends to make available to certain of its
customers SIMPLE ▇▇▇ plans ("SIMPLE IRAs") pursuant to which the
customers ("Employers") may adopt the SIMPLE IRAs for the benefit of
individual employees ("Participants"). Participants may appoint the
Transfer Agent as custodian of the SIMPLE IRAs, the prototype of which
is maintained by the Transfer Agent using IRS Form 5304 SIMPLE. The
Fund desires to appoint the Transfer Agent as its record-keeper for the
SIMPLE IRAs, and the Transfer Agent desires to accept such appointment
and provide the record-keeping services related thereto as set forth in
SCHEDULE 1.4 attached hereto.
1.5 Other Retirement Plans and Education IRAs. With respect to certain
individual retirement accounts ("IRAs") i.e., Traditional IRAs, ▇▇▇▇
IRAs, and non-Title I or employee contribution 403(b) Plans (such
accounts, "Retirement Accounts") and Educational IRAs, Shareholders may
appoint the Transfer Agent as custodian of the Retirement Accounts and
Education IRAs using prototypes provided by the Transfer Agent. The
Fund desires to appoint the Transfer Agent as its record-keeper for the
Retirement Accounts and Education IRAs, and the Transfer Agent desires
to accept such appointment and provide the record-keeping services
related thereto as set forth in SECTIONS 1.1 and 1.2 of this Agreement.
In addition to such standard record-keeping services the Transfer Agent
will perform such other customary custodian functions with regards to
this SECTION 1.5 which shall include notification to each Shareholder
who has a Traditional ▇▇▇ when such Shareholder reaches age 70 1/2
years with respect to required minimum distributions from their
Traditional ▇▇▇.
2. Third Party Administrators for Defined Contribution Plans
---------------------------------------------------------
2.1 The Fund may decide to make available to certain of its customers, a
qualified plan program (the "Program") pursuant to which the customers
("Employers") may adopt certain plans of deferred compensation ("Plan
or Plans") for the benefit of the individual Plan participant (the
"Plan Participant"), such Plan(s) being qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code") and
administered by third party administrators which may be plan
administrators as defined in the Employee Retirement Income Security
Act of 1974, as amended (the "TPA(s)").
2.2 In accordance with the procedures established in the initial Schedule
2.1 entitled "Third Party Administrator Procedures", as may be amended
by the Transfer Agent and the Fund from time to time ("Schedule 2.1"),
the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the
name of the Trustees, Plans or TPAs as the case may be as omnibus
accounts;
(b) Maintain omnibus accounts on its records in the name of the
TPA or its designee as the Trustee for the benefit of the Plan;
and
(c) Perform all services under SECTION 1 as transfer agent of the
Funds and not as a record-keeper for the Plans.
2.3 Transactions identified under SECTION 2 of this Agreement shall be
deemed exception
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services ("Exception Services") when such transactions:
(a) Require the Transfer Agent to use methods and procedures other
than those usually employed by the Transfer Agent to perform services
under SECTION 1 of this Agreement;
(b) Involve the provision of information to the Transfer Agent after
the commencement of the nightly processing cycle of the TA2000 System;
or
(c) Require more manual intervention by the Transfer Agent, either in
the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan and pre-nightly transactions.
3. Fees and Expenses
-----------------
3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent the fees as
set forth in the attached fee schedule ("Schedule 3.1"). Such fees and
out-of-pocket expenses and advances identified under SECTION 3.2
below may be changed from time to time subject to mutual written
agreement between the Fund and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under SECTION 3.1
above, the Fund agrees to reimburse the Transfer Agent for reasonable
out-of-pocket expenses, including but not limited to mailing
Shareholder proxies, confirmation statements, investor statements,
postage, forms, telephone, microfilm, microfiche, fedwire charges,
transcripts, records retention, or advances incurred by the Transfer
Agent for the items set out in Schedule 3.1 attached hereto. In
addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Fund, will be reimbursed by the
Fund.
3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Fund at least seven (7) days prior to the mailing
date of such materials.
3.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective billing
notice, except for any fees or expenses that are subject to good faith
dispute. In the event of such a dispute, the Fund may only withhold
that portion of the fee or expense subject to the good faith dispute.
The Fund shall notify the Transfer Agent in writing within ninety-one
(91) calendar days following the receipt of each billing notice if the
Fund is disputing any amounts in good faith. If the Fund does not
provide such notice of dispute within the required time, the billing
notice will be deemed accepted by the Fund.
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3.5 Cost of Living Adjustment. Following the Initial Term, unless the
parties shall otherwise agree and provided that the service mix and
volumes remain consistent as previously provided in the Initial Term,
the total fee for all services shall equal the fee that would be
charged for the same services based on a fee rate (as reflected in a
fee rate schedule) increased by the percentage increase for the
twelve-month period of such previous calendar year of the Consumer
Price Index for Urban Wage Earners and Clerical Workers, for the Boston
area, as published bimonthly by the United States Department of Labor,
Bureau of Labor Statistics, or, in the event that publication of such
Index is terminated, any successor or substitute index, appropriately
adjusted, acceptable to both parties.
3.6 Late Payments. The Fund shall pay undisputed amounts on Transfer
Agent's invoices (for fees and reimbursable expenses) within thirty
(30) days of the date such invoice was sent. If any undisputed amount
in an invoice of the Transfer Agent (for fees or reimbursable expenses)
is not paid when due, the Fund shall pay the Transfer Agent interest
thereon (from the due date to the date of payment) at a per annum rate
equal to one percent (1.0%) plus the Prime Rate (that is, the base rate
on corporate loans posted by large domestic banks) published by The
Wall Street Journal (or, in the event such rate is not so published, a
reasonably equivalent published rate selected by the Fund) on the first
day of publication during the month when such amount was due.
Notwithstanding any other provision hereof, such interest rate shall be
no greater than permitted under applicable provisions of Massachusetts
law.
4. Representations and Warranties of the Transfer Agent
----------------------------------------------------
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
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4.6 The Transfer Agent shall maintain at a location other than its normal
location appropriate redundant facilities for operational back-up in
the event of a power failure, disaster or other interruption. The
Transfer Agent shall continuously back up the Fund's files and data,
including the Shareholder and Fund records, and shall store the
back-up files in a secure manner at a location other than its normal
location, so that, in the event of a power failure, disaster or other
interruption at such normal location, the Fund's files and data,
including the Shareholder and Fund records, will be maintained intact
and will enable the Transfer Agent to perform under this Agreement.
5. Representations and Warranties of the Fund
------------------------------------------
The Fund represents and warrants to the Transfer Agent that:
5.1 It is a business trust duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
5.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
5.3 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
5.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as amended
is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made,
with respect to all Shares of the Fund being offered for sale.
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial
------------------------------------------------------------------------
Code
----
6.1 Obligation of Sender. The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the
"Security Procedure") chosen for funds transfer and in the amount of
money that the Transfer Agent has been instructed to transfer. The
Transfer Agent shall execute payment orders in compliance with the
Security Procedure and with the Fund instructions on the execution
date provided that such payment order is received by the customary
deadline for processing such a request, unless the payment order
specifies a later time. All payment orders and communications received
after this the customary deadline will be deemed to have been received
the next business day.
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6.2 Security Procedure. The Fund acknowledges that the Security Procedure
it has designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Transfer Agent
in writing. The Fund must notify the Transfer Agent immediately if it
has reason to believe unauthorized persons may have obtained access to
such information or of any change in the Fund's authorized personnel.
The Transfer Agent shall verify the authenticity of all Fund
instructions according to the Security Procedure.
6.3 Account Numbers. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order
and the account number, the account number shall take precedence and
govern.
6.4 Rejection. The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of
the collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
reasonable judgement, to exceed any volume, aggregate dollar, network,
time, credit or similar limits which are applicable to the Transfer
Agent; or (c) if the Transfer Agent, in good faith, is unable to
satisfy itself that the transaction has been properly authorized. The
Transfer Agent through its service company, Boston Financial Data
Services, Inc., shall use reasonable best efforts to notify the Fund on
a same-day basis in the event that all outgoing wires are not processed
on a business day.
6.5 Cancellation Amendment. The Transfer Agent shall use reasonable efforts
to act on all authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided that such
requests are received in a timely manner affording the Transfer Agent
reasonable opportunity to act. However, the Transfer Agent assumes no
liability if the request for amendment or cancellation cannot be
satisfied.
6.6 Errors. The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.
6.7 Interest. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless the Transfer Agent is notified of the
unauthorized payment order within thirty (30) days of notification by
the Transfer Agent of the acceptance of such payment order. In no event
(including failure to execute a payment order) shall the Transfer Agent
be liable for special, indirect or consequential damages, even if
advised of the possibility of such damages.
6.8 ACH Credit Entries/Provisional Payments. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to
these guidelines and the
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rules of the National Automated Clearing House Association and the New
England Clearing House Association, the Transfer Agent will act as an
Originating Depository Financial Institution and/or receiving
depository Financial Institution, as the case may be, with respect to
such entries. Credits given by the Transfer Agent with respect to an
ACH credit entry are provisional until the Transfer Agent receives
final settlement for such entry from the Federal Reserve Bank. If the
Transfer Agent does not receive such final settlement, the Fund agrees
that the Transfer Agent shall receive a refund of the amount credited
to the Fund in connection with such entry, and the party making
payment to the Fund via such entry shall not be deemed to have paid
the amount of the entry.
6.9 Confirmation. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty four (24) hours
notice of which may be delivered through the Transfer Agent's
proprietary information systems, or by facsimile or call-back. Fund
must report any objections to the execution of an order within thirty
(30) days.
7. Data Access and Proprietary Information
---------------------------------------
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data
("Customer Data") maintained by the Transfer Agent on databases under
the control and ownership of the Transfer Agent or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party. In no
event shall Proprietary Information be deemed Customer Data. The Fund
agrees to treat all Proprietary Information as proprietary to the
Transfer Agent and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as may be
provided hereunder or except when the failure to disclose may subject
the Fund to civil or criminal contempt proceeding or is required by
law. Without limiting the foregoing, the Fund agrees for itself and its
employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's computers,
or (ii) solely from equipment at the location agreed to between the
Fund and the Transfer Agent and (iii) solely in accordance with the
Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or
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other device except as expressly permitted by the Transfer Agent (such
permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent
to protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal
copyright law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by a
written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest
of the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would
be extremely difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such
breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations from
which the Transfer Agent may obtain certain data included in the Data
Access Services are solely responsible for the contents of such data
and the Fund agrees to make no claim against the Transfer Agent arising
out of the contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER
PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE
PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to:
(i) effect the transfer or movement of cash or Shares; or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Transfer Agent from time to
time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this SECTION 7. The obligations of this
Section shall survive any earlier termination of this Agreement.
8. Indemnification
---------------
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or
services, which are received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT data entry,
electronic instructions or other similar means authorized by the Fund,
and which have been prepared, maintained or performed by the Fund or
any other person or firm on behalf of the Fund including but not
limited to any broker dealer, TPA or previous transfer agent or
registrar; (ii) any instructions or requests of the Fund or any of its
officers; (iii) any instructions or opinions of legal counsel with
respect to any matter arising in connection with the services to be
performed by the Transfer Agent under this Agreement which are provided
to the Transfer Agent after consultation with such legal counsel; or
(iv) any paper or document, reasonably believed to be genuine,
authentic, or signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other determination or
ruling by any federal or any state agency with respect to the offer or
sale of such Shares;
(e) The negotiation and processing of any checks including
without limitation for deposit into the Fund's demand deposit
account at the Custodian maintained by the Transfer Agent;
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16
(f) Upon the Fund's request entering into any agreements required by
the NSCC for the transmission of Fund or Shareholder data through the
NSCC clearing systems; or
(g) The overdraw of the Funds' demand deposit accounts at the
Custodian maintained by the Transfer Agent due to late payment or no
payment for Shares purchased by (i) Shareholders or (ii) agents of
either Shareholders or the Fund.
8.2 In order that the indemnification provisions contained in this SECTION
8 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall
promptly notify the Fund of such assertion, and shall keep the Fund
advised with respect to all developments concerning such claim. The
Fund shall have the option to participate with the Transfer Agent in
the defense of such claim or to defend against said claim in its own
name or in the name of the Transfer Agent. The Transfer Agent shall in
no case confess any claim or make any compromise in any case in which
the Fund may be required to indemnify the Transfer Agent except with
the Fund's prior written consent.
9. Standard of Care
----------------
THE TRANSFER AGENT SHALL AT ALL TIMES ACT IN GOOD FAITH AND AGREES TO USE
ITS BEST EFFORTS WITHIN REASONABLE LIMITS TO INSURE THE ACCURACY OF ALL
SERVICES PERFORMED UNDER THIS AGREEMENT, BUT ASSUMES NO RESPONSIBILITY AND
SHALL NOT BE LIABLE FOR LOSS OR DAMAGE DUE TO ERRORS, EXCLUDING ENCODING
AND PAYMENT PROCESSING ERRORS, UNLESS SAID ERRORS ARE CAUSED BY ITS
NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT OR THAT OF ITS EMPLOYEES OR
AGENTS. THIS STANDARD OF CARE ALSO SHALL APPLY TO EXCEPTION SERVICES, AS
DEFINED IN SECTION 2.3 HEREIN, BUT SUCH APPLICATION SHALL TAKE INTO
CONSIDERATION THE MANUAL PROCESSING INVOLVED IN, AND TIME SENSITIVE NATURE
OF, EXCEPTION SERVICES. THE PARTIES AGREE THAT ANY ENCODING OR PAYMENT
PROCESSING ERRORS SHALL BE GOVERNED BY THE STANDARD OF CARE CREATED UNDER
SECTION 4-209 OF THE UNIFORM COMMERCIAL CODE.
10. Year 2000
---------
The Transfer Agent will take reasonable steps to ensure that its
products (and those of its third-party suppliers) reflect the available
technology to offer products that are Year 2000 ready, including, but
not limited to, century recognition of dates, calculations that
correctly compute same century and multi century formulas and date
values, and interface values that reflect the date issues arising
between now and the next one-hundred years, and if any changes are
required, the Transfer Agent will make the changes to its products in a
commercially reasonable time frame and will require third-party
suppliers to do likewise; provided if such changes are required as a
result of problems other than problems associated solely with the
Transfer Agent's systems utilized under this Agreement, such changes
will be made at a price agreed upon by the parties based only
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17
upon the Fund's pro rata share of such costs and fees spread out over
all of the Transfer Agent's affected customers. Notwithstanding the
foregoing, if any such changes are required pursuant to SECTION 10 of
this Agreement solely because of the Transfer Agent's systems utilized
under this Agreement to perform the Transfer Agent's services
hereunder, the Fund will not be required to pay a fee or out-of-pocket
expenses to the Transfer Agent for such changes.
11. Confidentiality
---------------
11.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any customers' lists, trade secrets, cost
figures and projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or the Fund
during performance under this Agreement. The Fund and the Transfer
Agent further covenant and agree to retain all such knowledge and
information acquired during and after the term of this Agreement
respecting such lists, trade secrets, or any secret or confidential
information whatsoever in trust for the sole benefit of the Transfer
Agent or the Fund and their successors and assigns. In the event of
breach of the foregoing by either party, the remedies provided by
SECTION 7.3 shall be available to the party whose confidential
information is disclosed. The above prohibition of disclosure shall not
apply to the extent that the Transfer Agent must disclose such data to
its sub-contractor or Fund agent for purposes of providing services
under this Agreement.
11.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for records
of Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the
Transfer Agent will notify the Fund in advance of disclosure and to
secure instructions from an authorized officer of the Fund as to such
inspection. The Transfer Agent expressly reserves the right, however,
to exhibit the Shareholder records to any person whenever it is advised
by counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person or if required by law or court
order.
12. Covenants of the Fund and the Transfer Agent
--------------------------------------------
12.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement; and
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
12.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and
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18
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates,
forms and devices.
12.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent
hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
13. Termination of Agreement
------------------------
13.1 Term. The initial term of this Agreement (the "Initial Term") shall be
one year from the date first stated above unless terminated pursuant to
the provisions of this Section 13. Unless a terminating party gives
written notice to the other party one hundred and twenty (120) days
before the expiration of the Initial Term this Agreement will renew
automatically from year to year ("Renewal Term"). One hundred and
twenty (120) days before the expiration of the Initial Term or a
Renewal Term the parties to this Agreement will agree upon a Fee
Schedule for the upcoming Renewal Term.
13.2 Early Termination. Notwithstanding anything contained in this Agreement
to the contrary, should the Fund desire to move any of its services
provided by the Transfer Agent hereunder to a successor service
provider prior to the expiration of the then current Initial or Renewal
Term, or without the required notice period, the Transfer Agent shall
make a good faith effort to facilitate the conversion on such prior
date, however, there can be no guarantee that the Transfer Agent will
be able to facilitate a conversion of services on such prior date. In
connection with the foregoing, should services be converted to a
successor service provider, or if the Fund is liquidated or its assets
merged or purchased or the like with another entity which does not
utilize the services of the Transfer Agent, the fees payable to the
Transfer Agent shall be calculated as if the services had remained with
the Transfer Agent until the expiration of the then current Initial or
Renewal Term and calculated at the asset and/or Shareholder account
levels, as the case may be, on the date notice of termination was given
to the Transfer Agent, and the payment of fees to the Transfer Agent as
set forth herein shall be accelerated to the date prior to the
conversion or termination of services. SECTION 13.2 shall not apply if
the Transfer Agent is terminated for cause under SECTION 13.7 of this
Agreement.
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19
13.3 Expiration of Term. After the expiration of the Initial Term or Renewal
Term whichever currently in effect, should either party exercise its
right to terminate, all reasonable out-of-pocket expenses or costs
associated with the movement of records and material will be borne by
the Fund. Additionally, the Transfer Agent reserves the right to charge
for any other reasonable expenses associated with such termination.
Payment of such expenses or costs shall be in accordance with SECTION
3.4 of this Agreement and reported to Fund for approval in advance for
amounts greater than $5,000.00.
13.4 Confidential Information. Upon termination of this Agreement, each
party shall return to the other party all copies of confidential or
proprietary materials or information received from such other party
hereunder, other than materials or information required to be retained
by such party under applicable laws or regulations.
13.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the Transfer
Agent being outstanding for more than ninety (90) days, except with
respect to any amount subject to a good faith dispute within the
meaning of SECTION 3.4 of this Agreement; provided, however, the
Transfer Agent shall provide a ten (10) day notice hereunder before
termination under SECTION 13.5.
13.6 BANKRUPTCY. EITHER PARTY HERETO MAY TERMINATE THIS AGREEMENT BY NOTICE
TO THE OTHER PARTY, EFFECTIVE AT ANY TIME SPECIFIED THEREIN, IN THE
EVENT THAT (A) THE OTHER PARTY CEASES TO CARRY ON ITS BUSINESS OR (B)
AN ACTION IS COMMENCED BY OR AGAINST THE OTHER PARTY UNDER TITLE 11 OF
THE UNITED STATES CODE OR A RECEIVER, CONSERVATOR OR SIMILAR OFFICER
IS APPOINTED FOR THE OTHER PARTY AND SUCH SUIT, CONSERVATORSHIP OR
RECEIVERSHIP IS NOT DISCHARGED WITHIN THIRTY (30) DAYS.
13.7 CAUSE. IF EITHER OF THE PARTIES HERETO BECOMES IN DEFAULT IN THE
PERFORMANCE OF ITS DUTIES OR OBLIGATIONS HEREUNDER, AND SUCH DEFAULT
HAS A MATERIAL EFFECT ON THE OTHER PARTY, THEN THE NONDEFAULTING PARTY
MAY GIVE NOTICE TO THE DEFAULTING PARTY SPECIFYING THE NATURE OF THE
DEFAULT IN SUFFICIENT DETAIL TO PERMIT THE DEFAULTING PARTY TO
IDENTIFY AND CURE SUCH DEFAULT. IF THE DEFAULTING PARTY FAILS TO CURE
SUCH DEFAULT WITHIN THIRTY (30) DAYS OF RECEIPT OF SUCH NOTICE, OR
WITHIN SUCH LONGER PERIOD OF TIME AS THE PARTIES MAY AGREE IS
NECESSARY FOR SUCH CURE, THEN THE NONDEFAULTING PARTY MAY TERMINATE
THIS AGREEMENT UPON NOTICE OF NOT LESS THAN THIRTY (30) DAYS TO THE
DEFAULTING PARTY.
14. Assignment and Third Party Beneficiaries.
-----------------------------------------
14.1 Except as provided in SECTIONS 1.3 and 15.1, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party. Any attempt to do so in
violation of this Section shall be void. Unless
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20
specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from
any duty or responsibility under this Agreement.
14.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in
this Agreement to anyone other than the Transfer Agent and the Fund,
and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent and the Fund. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
14.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as
provided in SECTIONS 1.3 and 15.1 neither party shall make any
commitments with third parties that are binding on the other party
without the other party's prior written consent.
15. Subcontractors
--------------
15.1 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i) Boston Financial
Data Services, Inc., a Massachusetts corporation ("Boston Financial")
which is duly registered as a transfer agent pursuant to Section
17A(c)(2) of the Exchange Act of 1934, (ii) a Boston Financial
subsidiary duly registered as a transfer agent or (iii) a Boston
Financial affiliate duly registered as a transfer agent; provided,
however, that the Transfer Agent shall be fully responsible to the
Fund for the acts and omissions of Boston Financial or its subsidiary
or affiliate as it is for its own acts and omissions.
15.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as by way of
example and not limitation, Airborne Services, Federal Express, United
Parcel Service, the U.S. Mails, the NSCC and telecommunication
companies, provided, if the Transfer Agent selected such company, the
Transfer Agent shall have exercised due care in selecting the same.
16. Miscellaneous
-------------
16.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a
resolution of the Board of Trustees of the Fund.
16.2 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws
of The Commonwealth of Massachusetts.
16.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond
its control, or other causes reasonably beyond its
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21
control, such party shall not be liable for damages to the other for
any damages resulting from such failure to perform or otherwise from
such causes.
16.4 Consequential Damages. Neither party to this Agreement shall be liable
to the other party for consequential damages under any provision of
this Agreement or for any consequential damages arising out of any act
or failure to act hereunder.
16.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections
of proprietary rights and trade secrets shall survive for a period of
three years after the termination of this Agreement.
16.6 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
16.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
16.8 Waiver. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
16.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
16.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
16.11.Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether
or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and
that any enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
16.12 Notices. All notices and other communications as required or permitted
hereunder shall be: (a) by facsimile followed by mail or (b) in writing
and sent by first class mail, postage prepaid, addressed as follows or
to such other address or addresses of which the respective party shall
have notified the other.
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22
(i) If to State Street Bank and Trust Company, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal Department
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) If to the Fund, to:
One Group(R)Mutual Funds
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
17. Additional Funds
----------------
In the event that the Fund establishes one or more series of Shares in
addition to the attached Schedule A with respect to which it desires to
have the Transfer Agent render services as transfer agent under the terms
hereof, it shall so notify the Transfer Agent in writing, and if the
Transfer Agent agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.
18. Limitations of Liability of the Trustees and Shareholders
---------------------------------------------------------
THE NAMES "ONE GROUP(R) MUTUAL FUNDS" AND "TRUSTEES OF ONE GROUP(R) 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, AS AMENDED FEBRUARY 18, 1999,
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(R) 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 OF SHARES OF THE TRUST MUST LOOK SOLELY TO THE
ASSETS OF THE TRUST BELONGING TO SUCH SERIES FOR THE ENFORCEMENT OF ANY
CLAIMS AGAINST THE TRUST.
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23
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED
THIS AGREEMENT TO BE EXECUTED IN THEIR NAMES AND
ON THEIR BEHALF BY AND THROUGH THEIR DULY
AUTHORIZED OFFICERS, AS OF THE DAY AND YEAR FIRST
ABOVE WRITTEN.
ONE GROUP(R) MUTUAL FUNDS
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------
ATTEST:
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Vice Chairman
ATTEST:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇
----------------
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24
SCHEDULE A
Arizona Municipal Bond Fund Market Expansion Index Fund
Balanced Fund Michigan Municipal Bond Fund
Bond Fund Michigan Municipal Money Market Fund
Cash Management Fund Mid Cap Growth Fund
Diversified Equity Fund Mid Cap Value Fund
Diversified International Fund Municipal Cash Management Fund
Diversified Mid Cap Fund Municipal Income Fund
Equity Income Fund Municipal Money Market Fund
Equity Index Fund Ohio Municipal Bond Fund
Government Bond Fund Ohio Municipal Money Market Fund
Government Money Market Fund Prime Money Market Fund
High Yield Bond Fund Short Term Bond Fund
Income Bond Fund Short-Term Municipal Bond Fund
Institutional Prime Money Market Small Cap Growth Fund
Intermediate Bond Fund Small Cap Value Fund
Intermediate Tax Free Bond Fund Stable Asset Income Fund
International Equity Index Fund Tax Free Bond Fund
Investment Trust Balanced Fund Treasury & Agency Fund
Investment Trust Bond Fund Treasury Cash Management Fund
Investment Trust Diversified Equity Fund Treasury Only Money Market Fund
Investment Trust Diversified Mid Cap Fund Treasury Prime Cash Management Fund
Investment Trust Equity Index Fund U.S. Government Securities Cash Management Fund
Investment Trust Government Bond Fund Ultra Short Term Bond Fund
Investment Trust Large Cap Growth Fund US Treasury Securities Money Market Fund
Investment Trust Mid Cap Growth Fund West Virginia Municipal Bond Fund
Investment Trust Mid Cap Value Fund
Investor Balanced Fund
Investor Conservative Growth Fund
Investor Growth & Income Fund
Investor Growth Fund
Kentucky Municipal Bond Fund
Large Cap Growth Fund
Large Cap Value Fund
Louisiana Municipal Bond Fund
ONE GROUP(R)MUTUAL FUND STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------- --------------------
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SCHEDULE 1.4
SIMPLE ▇▇▇ Plans
Dated: April 1, 2000
-------------
1. Availability of Shares
----------------------
1.1 THE FUND DISTRIBUTES OR MAKES AVAILABLE TO SIMPLE IRAS SHARES OF
CERTAIN OPEN-END INVESTMENT COMPANIES REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "SHARES").
1.2 THE FUND WILL GIVE THE TRANSFER AGENT AND EACH EMPLOYER ONE
HUNDRED AND FIFTY (150) DAYS' PRIOR WRITTEN NOTICE OF THE
FUND'S CEASING TO OFFER SHARES TO SIMPLE IRAS.
2. Duties of the Transfer Agent
----------------------------
2.1 Plan Set-Up. The Transfer Agent shall:
(A) ESTABLISH THE SIMPLE IRAS ON THE DST SYSTEMS, INC.
TRAC-2000 SYSTEM (HEREINAFTER REFERRED TO AS THE "TRAC-2000
SYSTEM") BASED ON THE INFORMATION SUBMITTED BY THE EMPLOYER
ON THE PLAN APPLICATION; AND
(b) Provide each Employer with PLANLINK software for the Employer to
transmit payroll information for individual Participants.
2.2 Participant Set-Up. The Transfer Agent shall:
(a) Establish Participant accounts with Participant selected
allocations submitted by the Participant on the Client New Account
Application provided by the Fund; and
(b) Maintain individual Participant accounts on the TRAC-2000 System
in the name of the Custodian for the benefit of the individual
Participants.
2.3 Payroll Processing.
(a) Using the PLANLINK software, the Employer will provide the
Transfer Agent with the payroll information for each individual
Participant, including amount of deferral, amount of match
contribution and amount of discretionary contribution, as applicable
for each payroll period (hereinafter collectively referred to as
"Contributions"). The Employer will also provide the Transfer Agent
with the total dollar amount of Contributions for all Participants in
the SIMPLE IRAs. The Employer will
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simultaneously provide the Transfer Agent with the monies to
effectuate the Contributions requested.
(b) Transfer Agent will set up and reconcile automated payrolls on the
TRAC 20000 System.
2.4 Processing Transactions. The Transfer Agent shall perform the
following processing transactions:
(a) Receive for acceptance and execute/process such instructions from
Participants for the contribution and distribution to and from
Participants' accounts for the purchase and sale of Shares, as
appropriate;
(b) Receive for acceptance and execute/process such instructions from
the Employer for the contribution to Participants' accounts. When the
Transfer Agent receives such instructions in good order (including
receipt of the appropriate monies), the Transfer Agent will credit
such Shares to the appropriate Participant account;
(c) Pursuant to purchase orders from Participants, hold the
appropriate number of Shares, as appropriate in the appropriate
Participant account. When the Transfer Agent receives such purchase
orders in good order (including receipt of the appropriate monies),
the Transfer Agent will credit such Shares to the appropriate
Participant account;
(d) At the appropriate time as and when the Transfer Agent receives
monies paid with respect to any sale, credit such monies to the
appropriate Participant account;
(e) Effect exchanges of Shares, as appropriate, by the Participants
upon receipt of appropriate instructions in good order;
(f) Maintain records of accounts for and advise the Participants
quarterly, and the Fund monthly as to the foregoing;
(g) For exchanges and allocation changes of Shares or monies, provide
daily confirmations to Participants and maintain records thereof;
(h) Provide an 800 telephone number for Participant inquiries and
transactions when it is made available by DST Systems, Inc.; and
(i) Upon receipt of data from the Fund or the Employer with respect to
hardship withdrawals, termination of Participants' employment with
Employers and the death of Participants, the Transfer Agent will
process such transactions and maintain such records for the data
received.
2.5 Reporting. The Transfer Agent shall:
(a) Process Federal withholding as requested by a Participant upon
distribution of assets from a Participant's account;
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27
(b) Transmit to the IRS the dollar amounts withheld according to IRS
prescribed formats or requirements;
(c) Produce and mail annually Form 1099R to Participants reflecting
distributed amounts and federal withholding;
(d) Produce and mail annually Form 5498 to each Participant reflecting
total contributions deposited to each Participant's account;
(e) Forward copies of all required forms to the IRS;
(f) Produce and mail to Participant's home address (as reflected on the
TRAC-2000 System) a quarterly statement reflecting the financial
activity of Participant's account; and
(g) Produce and mail to the Employer's address (as reflected on the
TRAC-2000 System) a quarterly Trust Report reflecting the financial
activity of the SIMPLE ▇▇▇.
3. Representations and Warranties of the Fund and the Transfer Agent
-----------------------------------------------------------------
In addition to the other representations and warranties contained in
the Agreement, the Transfer Agent and the Fund agree that:
(a) The Transfer Agent shall have no investment responsibility for the
selection of investments made for a SIMPLE ▇▇▇ or liability for any
investments made for a SIMPLE ▇▇▇. The Fund agrees that, in any
communications from the Fund to any Employer, SIMPLE ▇▇▇ or
Participant, it will not state or represent that the Transfer Agent
has any investment discretion or other power concerning investments of
any SIMPLE ▇▇▇ or that the Transfer Agent will serve as plan
administrator or have any administrative or other responsibility for
the administration or operation of any SIMPLE ▇▇▇;
(b) The Transfer Agent shall not serve as "Plan Administrator" (as
defined in the Employee Retirement Income Security Act of 1974, as
amended), Trustee of any SIMPLE ▇▇▇, or in any other administrative
capacity or service in any other capacity except as provided
hereunder. The Fund and/or the Employer are responsible for serving as
Plan Administrator or appointing a third party as Plan Administrator;
and
(c) The Fund, the Employer or another fiduciary of the SIMPLE IRAs
shall deliver directions to the Transfer Agent regarding the
investment of the SIMPLE IRAs' assets for which no Participant
directions are received or where implementing Participant directions
is administratively infeasible. The Fund shall indemnify and hold the
Transfer Agent, its employees, agents and subcontractors, harmless
from and against any and all losses, damages, costs, liability and
expenses (including reasonable attorneys' fees) arising out of or
attributable to the failure of the Fund, the Employer or other
fiduciary of a SIMPLE IRAs to provide the above directions.
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28
ONE GROUP(R)MUTUAL FUNDS STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------- -------------------
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SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Dated April 1, 2000
-------------
1. On each Business Day, the TPA(s) shall receive, on behalf of and as
agent of the Fund(s), Instructions (as hereinafter defined) from the
Plan. Instructions shall mean as to each Fund (i) orders by the Plan
for the purchases of Shares, and (ii) requests by the Plan for the
redemption of Shares; in each case based on the Plan's receipt of
purchase orders and redemption requests by Participants in proper form
by the time required by the term of the Plan, but not later than the
time of day at which the net asset value of a Fund is calculated, as
described from time to time in that Fund's prospectus. Each Business
Day on which the TPA receives Instructions shall be a "Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which
it accepted Instructions for the purchase and redemption of Shares,
(TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of
such purchases or redemptions, as the case may be, for each of the
Plans. In the case of net purchases by any Plan, the TPA(s) shall
instruct the Trustees of such Plan to transmit the aggregate purchase
price for Shares by wire transfer to the Transfer Agent on (TD+1). In
the case of net redemptions by any Plan, the TPA(s) shall instruct the
Fund's custodian to transmit the aggregate redemption proceeds for
Shares by wire transfer to the Trustees of such Plan on (TD+1). The
times at which such notification and transmission shall occur on (TD+1)
shall be as mutually agreed upon by each Fund, the TPA(s), and the
Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA(s) shall
maintain on behalf of each of the Plans a single master account with
the Transfer Agent and such account shall be in the name of that Plan,
the TPA(s), or the nominee of either thereof as the record owner of
Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that
Plan as of the statement closing date, purchases and redemptions of
Shares by the Plan during the period covered by the statement, and the
dividends and other distributions paid to the Plan on Shares during the
statement period (whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
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8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are
necessary to enable the Fund to comply with state Blue Sky
requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Participants in which event the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA(s) shall, at
the request of the Transfer Agent or each Fund, provide at the TPA(s)'s
expense complete and accurate set of mailing labels with the name and
address of each Participant having an interest through the Plans in
Shares.
ONE GROUP(R)MUTUAL FUNDS STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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SCHEDULE 3.1
FEES
Dated: April 1, 2000
-------------
Effective April 1, 1999 through March 31, 2000
ANNUAL ACCOUNT SERVICE FEES
---------------------------
OPEN ACCOUNT FEE $13.00
CLOSED ACCOUNT FEE* $1.90
CUSIP BASE FEE (PER FUND/CLASS). $7,500
The cusip minimums will be waived for all existing cusips serviced on TA2000,
prior to April 1, 1999. Additionally, the cusip minimums will be waived for the
first five (5) funds established on TA2000, after April 1, 1999.
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
An annual cost of living adjustment will be automatically applied to the open
and closed account service fees beginning April 1, 2000.
* Any accounts that result from the ▇▇▇▇ ▇▇▇▇▇▇ and the National Financial
conversions will be charged at 50% the closed account rate. If year-end
reporting is not required, we will pursue purging these accounts as soon as
possible.
OUT-OF-POCKET EXPENSES
----------------------
Out-of-pocket expenses include, but are not limited to: Confirmation statements,
Investor Statements, postage, forms, audio response, telephone, records
retention, fed wire charges, transcripts, micro film, micro fiche, and expenses
incurred at the specific direction of the Fund.
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SCHEDULE 3.1
FEES
(continued)
SIMPLE ▇▇▇ SERVICES
-------------------
INSTITUTIONAL FEES:
Annual Per Account Fee: $15.00 per account with assets
$2.40 per account with no assets
Out-of-Pockets: Actual Costs Invoiced Monthly
NOTE: Includes, but is not limited to Telephones, Postage, and Stationary and
Mailing costs.
PLAN SPONSOR FEES:
1-26 Payrolls No Charge
>26 Payrolls $20.00 per payroll
PARTICIPANT FEES:
Annual Participant Fee $25.00 Swept Annually from Participant
or Swept Quarterly from
Participant @ $6.25.
Closeout Distribution $30.00 Swept from Participant
ONE GROUP(R)MUTUAL FUNDS STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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