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Exhibit 23(h)(4)
Form of Sub-Administration Agreement between Nationwide
Advisory Services, Inc. and Banc One Investment Advisors Corporation
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SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of April, 1999, between Nationwide Advisory
Services, Inc. (the "Administrator"), an Ohio corporation having its principal
place of business at Three Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxx 00000 and Banc One
Investment Advisors Corporation (the "Sub-Administrator"), an Ohio corporation
having its principal place of business at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx
00000.
WHEREAS, the Administrator has entered into an Administrative Services
Agreement dated May 20, 1994, as amended, ("Administration Agreement"), with One
Group(R) Investment Trust (the "Trust"), a Massachusetts business trust having
its principal place of business at Three Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxx 00000,
concerning the provision of administrative services for the investment
portfolios of the Trust identified on Schedule A hereto, as such Schedule shall
be amended from time to time (individually referred to herein as a "Fund" and
collectively as the "Funds"); and
WHEREAS, the Administrator desires to retain the Sub-Administrator to
assist it in performing administrative services with respect to each Fund and
the Sub-Administrator is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Sub-Administrator. As provided herein, the Sub-Administrator
will perform the following duties:
(a) assist the Trust in the supervision of all aspects of the operations of the
Funds except those performed by the investment adviser for the Funds under
its Investment Advisory Agreement;
(b) assist the Administrator in the coordination and review of portfolio
compliance checklists completed by the investment advisor for the Funds,
including follow-up and board reporting of specific issues arising from the
checklists;
(c) assist the Administrator in the monitoring of all board approved security
procedures and transactions, including, but not limited to the following:
Rule 10f-3, 17a-7, 17e-1, 144A and 12d3-1, and in the preparation of the
quarterly board reporting of related holdings and transactions;
(d) assist the Trust to the extent requested by the Trust in the preparation
and filing of the Trust's Annual and Semi-Annual Reports to Shareholders;
(e) assist the Administrator in preparing and filing with the Securities and
Exchange Commission all required filings, including, but not limited to,
Registration Statements on Form N-1A and all amendments thereto, proxy
statements, and shareholder reports, with the advice of Trust's counsel;
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(f) provide Trustee Board meeting coordination and support, including the
preparation and binding of documents related thereto and the distribution
of such documents.
The Sub-Administrator will keep and maintain all books and records relating
to its services in accordance with Rule 31a-1 under the 1940 Act.
2. Compensation; Reimbursement of Expenses. The Administrator will pay the
Sub-Administrator for the services provided under this Agreement a fee with
respect to each Fund calculated at the annual rate of up to five one-hundredths
of one percent (.05%) of such Fund's average daily net assets. The fee payable
hereunder shall be calculated and paid on a monthly basis. The fee for the
period from the day of the month this Agreement is entered into until the end of
that month shall be prorated according to the proportion which such period bears
to the full monthly period. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be prorated according
to the proportion which such period bears to the full monthly period and shall
be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to the Sub-Administrator, the
value of the net assets of a particular Fund shall be computed in the manner
described in the Trust's Declaration of Trust or in the prospectus or Statement
of Additional Information respecting the Fund as from time to time in effect for
the computation of the value of such net assets in connection with the
determination of the liquidating value of the shares of such Fund.
3. Effective Date. This Agreement shall become effective with respect to a
Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date specified in the amendment to Schedule A to
this Agreement relating to such Fund or, if no date is specified, the date on
which such amendment is executed).
4. Term. This Agreement shall continue in effect with respect to a Fund,
unless earlier terminated by either party hereto as provided hereunder, until
August 1, 1999, and thereafter shall be renewed automatically for successive
one-year terms unless written notice not to renew is given by the non-renewing
party to the other party at least 60 days prior to the expiration of the then-
current term; provided, however, that after such termination for so long as the
Sub-Administrator, with the written consent of the Administrator, in fact
continues to perform any one or more of the services contemplated by this
Agreement or any schedule or exhibit hereto, the provisions of this Agreement,
including without limitation the provisions dealing with indemnification, shall
continue in full force and effect. This Agreement will also terminate with the
termination of the Administrative Services Agreement, provided the Administrator
promptly notifies the Sub-Administrator of such termination. Either party to
this Agreement may terminate such Agreement prior to the expiration of the
initial term set forth above by providing the other party with written notice of
such termination at least 60 days prior to the date upon which such termination
shall become effective. Compensation due the Sub-Administrator and unpaid by the
Administrator upon such termination shall be immediately due and payable upon
and notwithstanding such termination. The Sub-Administrator shall be entitled to
collect from the Administrator, in addition to the compensation described under
paragraph 2 hereof, the amount of all the Sub-Administrator's cash disbursements
for services in
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connection with the Sub-Administrator's activities in effecting such
termination, including without limitation, the delivery to the Administrator,
the Trust, and/or their respective designees, of the Trust's property, records,
instruments and documents, or any copies thereof. Subsequent to such termination
for a reasonable fee to be paid by the Administrator, the Sub-Administrator will
provide the Administrator, and or the Trust with reasonable access to any Trust
documents or records remaining in its possession.
5. Standard of Care; Reliance on Records and Instructions; Indemnification.
The Sub-Administrator shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the
Administrator or the Trust for any action taken or omitted by the
Sub-Administrator in the absence of bad faith, willful misfeasance, negligence
or from reckless disregard by it of its obligations and duties. The
Administrator agrees to indemnify and hold harmless the Sub-Administrator, its
employees, agents, directors, officers and nominees from and against any and all
claims, demands, actions and suits (collectively "Claims"), whether groundless
or otherwise, and from and against any and all judgements, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character (collectively, "Losses") arising out of or in any way relating to the
Sub-Administrator's actions taken or inactions with respect to the performance
of services under this Agreement with respect to a Fund or based upon reasonable
reliance on information, records, instructions or requests with respect to such
Fund given or made to the Sub-Administrator by a duly authorized representative
of the Administrator, unless such Claims and Losses result from the bad faith,
willful misfeasance, negligence or from the reckless disregard of the
Sub-Administrator of its obligations and duties.
The Sub-Administrator agrees to indemnity and hold harmless the
Administrator, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgements, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to the Sub-Administrator's bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties, with respect to the performance of services under this
Agreement.
6. Record Retention and Confidentiality. The Sub-Administrator shall keep
and maintain on behalf of the Trust all books and records that the Trust and the
Sub-Administrator are, or may be, required to keep and maintain in connection
with the services to be provided hereunder pursuant to any applicable statutes,
rules and regulations, including without limitation Rules 31a-1 and 31a-2 under
the Investment Company Act of 1940, as amended. The Sub-Administrator further
agrees that all such books and records shall be the property of the Trust and to
make such books and records available for inspection by the Trust, by the
Administrator, or by the Securities and Exchange Commission at reasonable times
and otherwise to keep confidential all books and records and other information
relative to the Trust and its shareholders; except when requested to divulge
such information by duly-constituted authorities or court process.
7. Uncontrollable Events. The Sub-Administrator assumes no responsibility
hereunder, and shall not be liable, for any damage, loss of data, delay or any
other loss whatsoever caused by events beyond its reasonable control.
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8. Rights of Ownership. All computer programs and procedures developed to
perform the services to be provided by the Sub-Administrator under this
Agreement are the property of the Sub-Administrator. All records and other data
except such computer programs and procedures are the exclusive property of the
Trust and all such other records and data will be furnished to the Administrator
and/or the Trust in appropriate form as soon as practicable after termination of
this Agreement for any reason.
9. Return of Records. The Sub-Administrator may at its option at any time,
and shall promptly upon the demand of the Administrator and/or the Trust, turn
over to the Administrator and/or the Trust and cease to retain the
Sub-Administrator's files, records and documents created and maintained by the
Sub-Administrator pursuant to this Agreement which are no longer needed by the
Sub-Administrator in the performance of its services or for its legal
protection. If not so turned over to the Administrator and/or the Trust, such
documents and records will be retained by the Sub-Administrator for six years
from the year of creation. At the end of such six-year period, such records and
documents will be turned over to the Administrator and/or the Trust unless the
Trust authorizes in writing the destruction of such records and documents.
10. Notices. Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to the address set forth above, or at such
other address as either party may from time to time specify in writing to the
other party pursuant to this Section.
11. Headings. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
12. Assignment. This agreement and the rights and duties hereunder shall
not be assignable with respect to a Fund by either of the parties hereto except
by the specific written consent of the other party and with the specific written
consent of the Trust.
13. Governing Law. This Agreement shall be governed by and provisions shall
be construed in accordance with the laws of The State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
NATIONWIDE ADVISORY BANC ONE INVESTMENT ADVISORS
SERVICES, INC. CORPORATION
By:____________________________ By:____________________________
Title:_________________________ Title:_________________________
Date:__________________________ Date:__________________________
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SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
BANC ONE INVESTMENT ADVISORS CORPORATION
AND
NATIONWIDE ADVISORY SERVICES, INC.
NAME OF THE FUND
One Group Investment Trust Bond Portfolio
One Group Investment Trust Government Bond Portfolio
One Group Investment Trust Balanced Portfolio
One Group Investment Trust Large Cap Growth Portfolio
One Group Investment Trust Equity Index Portfolio
One Group Investment Trust Diversified Equity Portfolio
One Group Investment Trust Mid Cap Growth Portfolio
One Group Investment Trust Diversified Mid Cap Portfolio
One Group Investment Trust Mid Cap Value Portfolio
BANC ONE INVESTMENT ADVISORS CORPORATION NATIONWIDE ADVISORY SERVICES, INC.
By:____________________________ By:____________________________
Title:_________________________ Title:_________________________
Date:__________________________ Date:__________________________
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