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Exhibit (9)(cc)
Sub-Transfer Agency Agreement
between
One Group Mutual Funds and the Pershing Division
of
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
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Processing Agreement
This Agreement made and entered into by and between Pershing Division
of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, (hereinafter referred to
as Pershing) with offices in Jersey City, New Jersey and The One Group with
offices in Columbus, Ohio.
WHEREAS, Pershing currently enables customers of various broker/dealer
affiliates, subsidiaries or divisions of Bank One Corporation (hereinafter
referred to as Bank One) whose accounts are carried by Pershing as clearing
agent (hereinafter "Customers") on a fully disclosed basis, to purchase shares
of certain money market funds of The One Group ("the Funds").
WHEREAS, The One Group desires that Pershing perform certain functions
related to these purchases.
NOW THEREFORE, Pershing and The One Group agree as follows:
PART I
RESPONSIBILITIES OF XXXXXXXX
Xxxxxxxx will perform the following functions:
o Daily calculation and accrual of dividends, by beneficial owner, of the
Fund's shares, held for Customers in Pershing's Master Omnibus Account at
each One Group Fund.
Daily reconciliation of the Master Omnibus Account to The One Group
Fund shares owned by each Customer.
o Send prospectus updates, semi-annual reports, annual reports and other
required notifications as provided by the Funds to Customers as required at
The One Group's expense.
o Prepare and mail periodic statements to all Customers which detail
purchases and redemptions of the Fund's shares. Such statement shall
include opening balances, closing balances and yields for the period as
provided by the Funds.
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o Tax reporting of the purchases, sales and dividends relating to fund shares
held on IRS Form 1099 DIV. for each Customer annually.
o Provide "Resource Checking" checks and check processing to Customers
holding the funds.
PART II
RESPONSIBILITIES OF THE ONE GROUP
The One Group assumes the following obligations, responsibilities, and
functions, which it will perform:
o Transmit to Pershing by no later than 6:30 p.m. eastern time on each
business day yield factors for each Fund as required so that Pershing may
accurately allocate accrued dividends to each Customer recorded on
Pershing's records.
o Provide Pershing by no later than December 15th of each year the specific
dates when dividends will be posted for each fund each month for the
following year.
o Transmit to Pershing each day by no later than 1:00 am Eastern Time a full
position file (principal and accrued dividends) and prior day history for
each fund account registered where Pershing is the dealer of record.
o Indemnify and hold harmless Pershing from and against any losses, costs,
penalties, fines or other damages, including attorney's fees and attorneys'
fees incurred in enforcing this indemnification, arising from Pershing's
performance of these services, provided such losses, costs, penalties,
fines or other damages do not arise out of Pershing's gross negligence,
willful misconduct, or reckless disregard of its obligations under this
Agreement.
o Represent and warrant to Pershing that, at all times during the term of
this Agreement, it will remain in compliance with all duties and
obligations pursuant to all applicable law or
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industry regulation to which it is subject, including any and all record
keeping obligations and obligations concerning disclosure to public
customers and shareholders.
PART III
PAYMENT
The One Group agrees to pay Pershing 41.67 cents per account per month
for all accounts maintained on Pershing's records that had a position in one or
more of the funds. The One Group agrees to pay all reasonable costs associated
with the distribution of shareholder materials including prospectuses,
semi-annual reports, annual reports and any other required notifications of the
funds. Pershing will provide The One Group with invoices each month for amounts
due and the One Group agrees to remit payment within 10 business days of receipt
of such invoices. At any time after October 5, 2001, Pershing may change these
payment terms upon giving one-hundred eighty (180) days prior written notice to
The One Group.
PART IV
TERM AND TERMINATION OF THE AGREEMENT
This Agreement will begin at the time Pershing establishes Master
Omnibus Account (s) at the Funds and purchases fund shares for Customers as
instructed to do so by Bank One. Unless terminated, this Agreement shall
continue in effect thereafter as long as fund shares remain in one or more of
Pershing's Master Omnibus Account(s). Either party may terminate this Agreement
for convenience and without cause by giving the other party at least one hundred
eighty (180) days prior written notice.
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PART V
NOTICE PROCEDURE
Notice when required hereunder, shall be sent by Certified Mail,
postage paid, to the respective parties as set out below:
As to Pershing Xxxx Xxxxxxx
Senior Vice President and Treasurer
Pershing Division of Xxxxxxxxx, Xxxxxx &
Xxxxxxxx Securities Corporation
Xxx Xxxxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
and a copy to the Office of the General Counsel, same address
As to The One Group Xxxx Xxxxxx
President
The One Group
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
PART VI
CONFIDENTIALITY
Neither Pershing nor The One Group shall disclose the terms of this
Agreement or information obtained as a result thereof to any outside party
except to regulatory or self- regulatory organizations with appropriate
jurisdiction, pursuant to judicial process or to authorized employees of the
other on a need-to-know basis. Any other publication or disclosure
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of the terms of this Agreement may be made only with the prior written consent
of the other party. The One Group and Pershing shall each maintain the
confidentiality of documents and information received from the other party
pursuant to this Agreement. Pershing and The One Group each agree that any
information regarding the identity of the other's customers shall be kept
confidential and not used by the other except as required in connection with
obligations under this Agreement.
The One Group acknowledges that the services Pershing provides
hereunder involve access to proprietary technology, trading and other systems,
and that techniques, algorithms and processes contained in such systems
constitute trade secrets and shall be safeguarded by The One Group, and The One
Group shall exercise reasonable care to protect Pershing's interest in such
trade secrets. The One Group agrees to make the proprietary nature of such
systems known to those of its consultants, staff, agents or clients who may
reasonably be expected to come into contact with such systems. The One Group
agrees that any breach of this confidentiality provision may result in its being
liable for damages, as provided by law.
This Part VI shall be inoperative as to information which (i) is or
becomes generally available to the public other than as a result of disclosure
by The One Group or its officers agents; or (ii) becomes available to The One
Group or its agents on a non-confidential basis from a third party which is
entitled to disclose such information; or (iii) was known to The One Group or
its agents on a non-confidential basis prior to its disclosure to The One Group
by Pershing.
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PART VII
YEAR 2000 REPRESENTATION
Pershing represents that its proprietary technology, system and
processes ("Software") will record, store, process, calculate, and present
calendar dates falling on or after (and if applicable, spans of time including)
January 1, 2000, in the same manner, and with the same functionally, data
integrity and performance, as the Software records, stores, processes,
calculates and presents calendar dates on or before December 31, 1999 ("2000
Compliant"). Pershing represents that the Software (i) will lose no
functionality with respect to the introduction of records containing dates
failing on or after January 1, 2000 and (ii) will be interoperable with other
software that has been tested and used by Pershing ("Other Software") which may
deliver records to the Software or receive records from Software, or interact
with the Software, including but not limited to back-up and archived data,
except to the extent that Other Software is not 2000 Compliant.
PART VIII
OTHER MATTERS
The parties shall, at all times during the term of this Agreement,
remain independent contractors. Nothing herein shall be construed to create a
relationship between the parties, including but not limited to an affiliation,
partnership or joint venture. Nothing herein shall be construed to supersede or
otherwise effect the terms of the Fully Disclosed Clearing Agreement between any
of the Bank One affiliates, subsidiaries or divisions and Pershing as those
agreements may be amended or assigned from time to time. In the event of any
conflict between the terms of this Agreement and the Fully Disclosed Clearing
Agreement, the terms of the Fully
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Disclosed Clearing Agreement shall govern with respond to the parties thereto.
This Agreement is between the parties hereto and is not intended to confer any
benefits on third parties, including, but not limited to, customers of either
party or Banc One.
PART IX
Governing Law and Matters Relating to the Trust as
a Massachusetts Business Trust.
This Agreement shall be governed by the law of the Commonwealth of
Massachusetts. It is expressly agreed that the obligations 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
trust property of the Trust. The execution and delivery of this Agreement have
been authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees 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 trust property of
the Trust as provided in the Trust's Agreement and Declaration of Trust.
Agreed and accepted this ____ day of ______________________, 1998
Pershing Division of Xxxxxxxxx,
Xxxxxx &, Xxxxxxxx Securities Corporation The One Group
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxx
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Name: Xxxx X. Xxxxxxx Name: Xxxx Xxxxxx
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Title: Senior Vice President/Treasurer Title: President
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Date: February 4, 1999 Date: January 1, 1999
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