EX-99.G.3 9 dex99g3.htm GLOBAL CUSTODY AGREEMENT BETWEEN REGISTRANT AND JPMORGAN CHASE BANK Exhibit (g)(3) GLOBAL CUSTODY AGREEMENT
Exhibit (g)(3)
This AGREEMENT is between JPMORGAN CHASE BANK (“Bank”) and each mutual fund listed in Schedule A-1 and Schedule A-2 (each a “Customer” or “Fund”). Each Fund is a series of either the One Group Investment Trust or the One Group Mutual Funds (each a “Trust”).
The effective date of this Agreement for each Fund is:
| Funds | Agreement Effective Date | |
| Schedule A-1 (Equity and Investor) | October 18, 2004 | |
| Schedule A-2 (Fixed Income Funds and Money Market Funds) | December 6, 2004 |
Pursuant to the terms of this Agreement, each Fund is acting on its own behalf separately from all the other Funds and not jointly or jointly and severally with any of the other Funds.
| 1. | Customer Accounts. |
Bank, acting as “Securities Intermediary” (as defined in Section 15(g) hereof) shall establish and maintain the following accounts (“Accounts”):
(a) a Custody Account (as defined in Section 15(b) hereof) in the name of Customer for Financial Assets, which shall, except as modified by Section 15(d) hereof, mean stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same or evidencing or representing any other rights or interests therein and other similar property whether certificated or uncertificated as may be received by Bank or its Subcustodian (as defined in Section 3 hereof) for the account of Customer, including as an “Entitlement Holder” as defined in Section 15(c) hereof); and
(b) an account in the name of Customer (“Deposit Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer, which cash shall not be subject to withdrawal by draft or check.
Customer warrants its authority to: 1) deposit the cash and Financial Assets (collectively “Assets”) received in the Accounts and 2) give Instructions (as defined in Section 11 hereof) concerning the Accounts. Bank may deliver Financial Assets of the same class in place of those deposited in the Custody Account.
Upon written agreement between Bank and Customer, additional Accounts may be established and separately accounted for as additional Accounts hereunder.
| 2. | Maintenance of Financial Assets and Cash at Bank and Subcustodian Locations. |
Unless Instructions specifically require another location acceptable to Bank:
(a) Financial Assets shall be held in the country or other jurisdiction in which the principal trading market for such Financial Assets is located, where such Financial Assets are to be presented for payment or where such Financial Assets are acquired; and
(b) Cash shall be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or non-interest bearing accounts as may be available for the particular currency. To the extent Instructions are issued and Bank can comply with such Instructions, Bank is authorized to maintain cash balances on deposit for Customer with itself or one of its “Affiliates” at such reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as Customer may direct, if acceptable to Bank. For purposes hereof, the term “Affiliate” shall mean an entity controlling, controlled by, or under common control with, Bank.
If Customer wishes to have any of its Assets held in the custody of an institution other than the established Subcustodians as defined in Section 3 (or their securities depositories), such arrangement must be authorized by a written agreement, signed by Bank and Customer.
| 3. | Subcustodians and Securities Depositories. |
Bank may act hereunder through the subcustodians listed in Schedule B hereof with which Bank has entered into subcustodial agreements (“Subcustodians”). Customer authorizes Bank to hold Assets in the Accounts in accounts which Bank has established with one or more of its branches or Subcustodians. Bank and Subcustodians are authorized to hold any of the Financial Assets in their account with any securities depository in which they participate.
Bank reserves the right to add new, replace or remove Subcustodians. Customer shall be given reasonable notice by Bank of any amendment to Schedule A, but in no case will such amendment be effective prior to Customer’s actual receipt of such notice. Upon request by Customer, Bank shall identify the name, address and principal place of business of any Subcustodian of Customer’s Assets and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.
| 4. | Use of Subcustodian. |
(a) Bank shall identify the Assets on its books as belonging to Customer.
(b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian’s books as custody accounts for the exclusive benefit of customers of Bank.
(c) Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian.
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(d) Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets shall provide (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such Assets as belonging to the Customer or as being held by Bank for the benefit of its customers; (v) that the Customer’s independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer’s Assets, including notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
| 5. | Deposit Account Transactions. |
(a) Bank or its Subcustodians shall make payments from the Deposit Account upon receipt of Instructions which include all information required by Bank.
(b) In the event that any payment to be made under this Section 5 exceeds the funds available in the Deposit Account, Bank, in its discretion, may advance Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by Bank on similar loans.
(c) If Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, Customer shall promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If Customer does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but may act for Customer upon Instructions after consultation with Customer.
| 6. | Custody Account Transactions. |
(a) Financial Assets shall be transferred, exchanged or delivered by Bank or its Subcustodian upon receipt by Bank of Instructions which include all information required by Bank. Settlement and payment for Financial Assets received for, and delivery of Financial Assets out of, the Custody Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of Financial Assets to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Financial Assets out of the Custody Account may also be made in any manner specifically required by Instructions acceptable to Bank.
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(b) In accordance with applicable law, Bank will effect book entries on a “contractual settlement date accounting” basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement date accounting and will notify Customer of those markets from time to time. Otherwise, such transactions shall be credited or debited to the Accounts on the date cash or Financial Assets are actually received by the Bank and reconciled to the Account.
(i) On the settlement date for a sale, Bank will credit the Deposit Account with the proceeds of the sale and transfer the relevant Financial Assets to an account at Bank pending settlement of the trade where not already delivered.
(ii) On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before settlement date), Bank will debit the Deposit Account for the settlement amount and credit a separate account at Bank. Bank will then post the Custody Account as awaiting receipt of expected Financial Assets. Customer will not be entitled to the Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them.
(iii) Bank reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons.
(iv) Bank may (in its absolute discretion) upon oral or written notification to Customer reverse any debit or credit made pursuant to this Section 6 prior to a transaction’s actual settlement, and Customer will be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in these sub-sections are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer other than as provided for in Section 5 or otherwise in this Agreement.
| 7. | Actions of Bank. |
Bank shall follow Instructions received regarding Assets held in the Accounts. However, until it receives Instructions to the contrary, Bank shall:
(a) Present for payment any Financial Assets which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that Bank or Subcustodian is aware of such opportunities.
(b) Execute in the name of Customer such ownership and other certificates as may be required to obtain payments in respect of Financial Assets.
(c) Exchange interim receipts or temporary Financial Assets for definitive Financial Assets.
(d) Appoint brokers and agents for any transaction involving the Financial Assets, including, without limitation, Affiliates of Bank or any Subcustodian.
| (e) | Advise Customer and its investment adviser daily of the amount of any funds advanced to Customer by Bank under Section 5(b) hereof (“overdrafts”) and the circumstances giving rise to each such overdraft. |
(f) Issue statements to Customer, at times mutually agreed upon, identifying the Assets in the Accounts.
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Bank shall send Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless Customer sends Bank a written exception or objection to any Bank statement within sixty (60) days of receipt, Customer shall be deemed to have approved such statement. In such event, or where Customer has otherwise approved any such statement, Bank shall, to the extent permitted by law, be released, relieved and discharged with respect to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by the decree of a court of competent jurisdiction in an action where Customer and all persons having or claiming an interest in Customer or Customer’s Accounts were parties.
All collections of funds or other property paid or distributed in respect of Financial Assets in the Custody Account shall be made at the risk of Customer. Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by Bank or by its Subcustodians of any payment, redemption or other transaction regarding Financial Assets in the Custody Account in respect of which Bank has agreed to take any action hereunder.
Except as specifically stated otherwise in this Agreement, in any and every case where payment for purchases of domestic securities for the account of Customer is made by Bank in advance of receipt of the securities purchased in the absence of specific written instructions from Customer to pay in advance, Bank shall be absolutely liable to Customer for any and all Losses (as defined hereinafter) resulting therefrom. Notwithstanding the foregoing, settlement and payment for securities received for the account of Customer and delivery of securities maintained for the account of Customer may be effected in accordance with the best customary established securities trading or securities processing practices and procedures in the market in which the transaction occurs, including delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer.
| 8. | Corporate Actions; Proxies; Tax Reclaims. |
(a) Corporate Actions. Whenever Bank receives information concerning the Financial Assets which requires discretionary action by the beneficial owner of the Financial Assets (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to securities holders (“Corporate Actions”), Bank shall give Customer prompt notice of such Corporate Actions to the extent that Bank’s central corporate actions department has actual knowledge of a Corporate Action in time to notify its customers.
Bank will notify Customer of any corporate action of which information is either (i) received by it or a Subcustodian to the extent that Bank’s central corporate actions department has actual knowledge of the corporate action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Bank also will use its reasonable efforts to notify Customer of any class action litigation for which information is actually received by Bank’s central corporate actions department but shall not be liable for any Liabilities arising out of Bank’s failure to identify Customer’s interest in any class action litigation. Bank does not commit, however, to provide information concerning corporate actions or class action litigation relating to Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian.
When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date, Bank shall endeavor to obtain Instructions from Customer or its Authorized Person (as defined in Section 10 hereof), but if Instructions are
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not received in time for Bank to take timely action, or actual notice of such Corporate Action was received too late to seek Instructions, Bank is authorized to sell such rights entitlement or fractional interest and to credit the Deposit Account with the proceeds or take any other action it deems, in good faith, to be appropriate in which case it shall be held harmless for any such action.
(b) Proxy Voting. Bank shall provide proxy voting services for securities held outside the United States, if elected by Customer, in accordance with the terms of the proxy voting services rider hereto. Proxy voting services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Affiliates of Bank). The Bank shall, with respect to domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of Customer or one of its series, or a nominee of such, all proxies it receives, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Customer such proxies, all proxy soliciting materials and all notices relating to such securities as it has received.
(c) Tax Reclaims.
(i) Subject to the provisions hereof, Bank shall apply for a reduction of withholding tax and any refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Financial Assets for Customer’s benefit which Bank believes may be available to Customer.
(ii) The provision of tax reclaim services by Bank is conditional upon Bank’s receiving from Customer or, to the extent the Financial Assets are beneficially owned by others, from each beneficial owner, A) a declaration of the beneficial owner’s identity and place of residence and (B) certain other documentation (pro forma copies of which are available from Bank). Customer acknowledges that, if Bank does not receive such declarations, documentation and information, Bank shall be unable to provide tax reclaim services.
(iii) Bank shall not be liable to Customer or any third party for any taxes, fines or penalties payable by Bank or Customer, and shall be indemnified accordingly, whether these result from the inaccurate completion of documents by Customer or any third party, or as a result of the provision to Bank or any third party of inaccurate or misleading information or the withholding of material information by Customer or any other third party, or as a result of any delay of any revenue authority or any other matter beyond Bank’s control.
(iv) Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to Customer from time to time and Bank may, by notification in writing, at Bank’s absolute discretion, supplement or amend the markets in which tax reclaim services are offered. Other than as expressly provided in this sub-clause, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction.
(v) Customer confirms that Bank is authorized, on notice to Customer, to disclose any information requested by any revenue authority or any governmental body in relation to Customer or the securities and/or cash held for Customer.
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(vi) Tax reclaim services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Bank’s affiliates); provided that Bank shall be liable for the performance of any such third party to the same extent as Bank would have been if Bank had performed such services.
(d) Tax Obligations.
(i) Customer confirms that, upon notice to Customer, Bank is authorized to deduct from any cash received or credited to the Deposit Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Custody Account.
(ii) Customer shall provide to Bank such documentation and information as Bank may require in connection with taxation, and warrants that, when given, this information shall be true and correct in every respect, not misleading in any way, and contain all material information. Customer undertakes to notify Bank immediately if any such information requires updating or amendment.
(iii) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Custody Account, and Customer agrees to pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Deposit Account, whether such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customer’s failure to comply with the terms of Section 8 (d), or (y) Bank’s own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Bank’s failure to pay, withhold or report tax or to report interest, dividend or other income paid or credited to the Deposit Account solely as a result of Bank’s negligent acts or omissions, and instead in such cases, Bank will be liable for any such penalties or additions to tax due; and provided that Customer’s indemnification of Bank under this section shall not extend to Bank’s attorneys’ fees or other expenses in the event that such liabilities are solely the result of Bank’s negligent acts or omissions.
| 9. | Nominees. |
Financial Assets which are ordinarily held in registered form may be registered in a nominee name of Bank, Subcustodian or securities depository, as the case may be. Bank may without notice to Customer cause any such Financial Assets to cease to be registered in the name of any such nominee and to be registered in the name of Customer. In the event that any Financial Assets registered in a nominee name are called for partial redemption by the issuer, Bank may allot the called portion to the respective beneficial holders of such class of security in any manner Bank deems to be fair and equitable. Customer shall hold Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Financial Assets in the Custody Account.
| 10. | Authorized Persons. |
As used herein, the term “Authorized Person” means employees or agents including investment managers as have been designated by written notice from Customer or its designated agent to act on behalf of
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Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such employee or agent is no longer an Authorized Person.
| 11. | Instructions. |
The term “Instructions” means instructions of any Authorized Person received by Bank, via telephone, telex, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to Bank which Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions which Bank may specify. Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. The term “Instructions” includes, without limitation, instructions to sell, assign, transfer, deliver, purchase or receive for the Custody Account, any and all stocks, bonds and other Financial Assets or to transfer funds in the Deposit Account.
Any Instructions delivered to Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person), but Customer shall hold Bank harmless for the failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Bank’s failure to produce such confirmation at any subsequent time. Bank may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which Bank shall make available to Customer or its Authorized Persons.
| 12. | Standard of Care; Liabilities. |
(a) Bank shall be responsible for the performance of only such duties as are set forth herein or expressly contained in Instructions which are consistent with the provisions hereof as follows:
(i) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Fund for any and all claims, liabilities losses, damages fines, penalties and expenses (“Losses”) suffered or incurred by such Fund resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s negligence or willful misconduct. In addition, Bank shall be liable to each applicable Fund for all Losses representing reasonable costs and expenses incurred by such Fund in connection with any claim by such Fund against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Fund in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Fund has recovered from Bank for such claim. Bank shall be liable for the actions or omissions of any domestic Subcustodian or any Foreign Subcustodian to the same extent as if such act or omission was performed by the Bank itself. In the event of any Losses suffered or incurred by a Fund caused by or resulting from the actions or omissions of any Domestic Subcustodian or Foreign Subcustodian for which the Bank would otherwise be liable, the Bank shall promptly reimburse such Fund in the amount of any such Losses. Bank shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Customer in connection with the transactions and services contemplated hereby and the relationship established hereby even if Bank has been advised as to the possibility of the same and regardless of the form of the action.
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(ii) Bank shall not be responsible for the insolvency of any Subcustodian which is not a branch or Affiliate of Bank. Bank shall not be responsible for any act, omission, default or the solvency of any broker or agent which it or a Subcustodian appoints unless such appointment was made negligently or in bad faith.
(iii) Each Fund severally and not jointly shall indemnify Bank against, and hold harmless Bank from, any Losses suffered, incurred or sustained by Bank or to which Bank becomes subject, resulting from, arising out of or relating to: (A) Instructions or other directions upon which Bank is authorized to rely pursuant to the terms of this Agreement; and (B) Bank’s performance under this Agreement, provided Bank has acted with reasonable care and prudence, and has not been negligent or engaged in willful misconduct. (C) In performing its obligations hereunder, Bank may rely on the genuineness of any document which it believes in good faith to have been validly executed. Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.
(iv) Customer shall pay for and hold Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses, with respect to income from or Assets in the Accounts.
(v) Bank shall be entitled to rely, and may act, upon the advice of counsel reasonably acceptable to the Customer on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice.
(vi) Bank need not maintain any insurance for the benefit of Customer.
(vii) Without limiting the foregoing, Bank shall not be liable for any loss which results from: 1) the general risk of investing, or 2) investing or holding Assets in a particular country including, but not limited to, losses resulting from malfunction, interruption of or error in the transmission of information caused by any machines or system or interruption of communication facilities, abnormal operating conditions, nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets.
(viii) Neither party shall be liable to the other for any loss due to forces beyond their control including, but not limited to, strikes or work stoppages, acts of war (whether declared or undeclared) or terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this Section 12, it is specifically acknowledged that Bank shall have no duty or responsibility to:
(i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or the retention of Financial Assets;
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(iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 5(c) hereof;
(iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Financial Assets are delivered or payments are made pursuant hereto; and
(v) review or reconcile trade confirmations received from brokers. Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank.
(c) Customer authorizes Bank to act hereunder notwithstanding that Bank or any of its divisions or Affiliates may have a material interest in a transaction, or circumstances are such that Bank may have a potential conflict of duty or interest including the fact that Bank or any of its Affiliates may provide brokerage services to other customers, act as financial advisor to the issuer of Financial Assets, act as a lender to the issuer of Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of Financial Assets, or earn profits from any of the activities listed herein.
The provisions of this Section 12 shall survive any termination of this Agreement.
| 13. | Fees and Expenses. |
Each Fund shall pay Bank for its services hereunder the fees set forth in Schedule C hereto or such other amounts as may be agreed upon in writing, together with Bank’s reasonable out-of-pocket or incidental expenses, including but not limited to legal fees. Bank shall have a lien on and is authorized to charge any Accounts of Customer for any amounts owing to Bank under any provision hereof.
With respect to any obligation of the Trust on behalf of any Fund arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Fund to which such obligation relates as though the Bank had separately contracted with the Trust by separate written instrument with respect to each Fund.
| 14. | Miscellaneous. |
(a) Foreign Exchange Transactions. To facilitate the administration of Customer’s trading and investment activity, Bank may, but will not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing Instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.
(b) Certification of Residency, etc. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
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(c) Access to Records. Bank shall allow Customer’s independent public accountant and the SEC reasonable access to the records of Bank relating to Financial Assets as is required in connection with their examination of books and records pertaining to Customer’s affairs. Subject to restrictions under applicable law, Bank shall also obtain an undertaking to permit Customer’s independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Financial Assets as may be required in connection with the examination of Customer’s books and records. Bank shall provide a Fund, as the Fund may reasonably require, with access to publicly available information including SAS 70 reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, relating to the services provided by Bank under this Agreement. Bank shall maintain records relating to each Custody Account in accordance with Section 31 of the 1940 Act and Rules 31a-1 and 31a-2 thereunder, as applicable.
(d) Governing Law; Successors and Assigns; Immunity; Captions. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN NEW YORK and shall not be assignable by either party, but shall bind the successors in interest of Customer and Bank. To the extent that in any jurisdiction Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer irrevocably shall not claim, and it hereby waives, such immunity. The captions given to the sections and subsections of this Agreement are for convenience of reference only and are not to be used to interpret this Agreement.
The names “One Group® Mutual Funds” and “Trustees of “One Group® Mutual Funds” and “One Group® Investment Trust” and “Trustees of “One Group® Investment Trust” refer respectively to the trusts 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 and restated February 18, 1999 and June 7, 1993, respectively, to 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® Mutual Funds” and “One Group® Investment Trust” 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 One Group Mutual Funds or One Group Investment Trust personally, but bind only the assets of One Group Mutual Funds or One Group Investment Trust, and all persons dealing with any series and/or class of shares of One Group Mutual Funds or One Group Investment Trust must look solely to the assets of One Group Mutual Funds or One Group Investment Trust belonging to such series and/or class for the enforcement of any claims against One Group Mutual Funds or One Group Investment Trust.
(e) Entire Agreement; Applicable Riders. Customer represents that the Assets deposited in the Accounts are (Check one):
x Investment Company assets subject to certain U.S. Securities and Exchange Commission rules and regulations;
¨ Other (specify)
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This Agreement consists exclusively of this document together with Schedules A-1 and A-2, B and C and the following Rider(s):
x INVESTMENT COMPANY
x PROXY VOTING
¨ SPECIAL TERMS AND CONDITIONS
There are no other provisions hereof and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment hereto must be in writing, executed by both parties.
(f) Severability. In the event that one or more provisions hereof are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
(g) Waiver. Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision hereof, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.
(h) Representations and Warranties. (i) Customer hereby represents and warrants to Bank that: (A) it has full authority and power to deposit and control the Financial Assets and cash deposited in the Accounts; (B) it has all necessary authority to use Bank as its custodian; (C) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; (D) it shall have full authority and power to borrow moneys and enter into foreign exchange transactions; and (E) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank. (ii) Bank hereby represents and warrants to Customer that: (A) it has the full power and authority to perform its obligations hereunder, (B) this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and (C) that it has taken all necessary action to authorize the execution and delivery hereof.
(i) Notices. All notices hereunder shall be effective when actually received. Any notices or other communications which may be required hereunder are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing: (a) Bank: JPMorganChase Bank, 0 Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, X.X. 00000, Attention: Global Investor Services, Investment Management Group; and (b) Customer: One Group Mutual Funds and One Group Investment Trust, 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, XX, 00000, Attention: Xxxxxx Xxxxx.
(j) Duration and Termination. This Agreement shall remain in effect until February 18, 2005. The Agreement may be extended by mutual written consent of the parties to this Agreement. This Agreement also may be terminated by Customer or Bank by giving sixty (60) days’ written notice to the other, provided that such notice to Bank shall specify the names of the persons to whom Bank shall deliver the Assets in the Accounts. If notice of termination is given by Bank, Customer shall, within sixty (60) days following receipt of the notice, deliver to Bank Instructions specifying the names of the persons to whom Bank shall deliver the Assets. In either case Bank shall deliver the Assets to the persons so specified, after deducting any amounts which Bank determines in good faith to be owed to it under Section 13. If within
12
sixty (60) days following receipt of a notice of termination by Bank, Bank does not receive Instructions from Customer specifying the names of the persons to whom Bank shall deliver the Assets, Bank, at its election, may deliver the Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions hereof, or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to Bank.
(k) Money Laundering. Customer warrants and undertakes to Bank for itself and its agents that all Customer’s customers are properly identified in accordance with U.S. Money Laundering Regulations as in effect from time to time.
(l) Imputation of certain information. Bank shall not be held responsible for and shall not be required to have regard to information held by any person by imputation or information of which Bank is not aware by virtue of a “Chinese Wall” arrangement. If Bank becomes aware of confidential information which in good faith it feels inhibits it from effecting a transaction hereunder Bank may refrain from effecting it.
(m) Financial Reports. Pursuant to Rule 17f-4(a)(2) of the Investment Company Act of 1940, Bank shall provide, promptly upon request by the Customer, such reports as are available concerning the internal accounting controls and financial strengths of the Bank.
| 15. | Definitions. |
As used herein, the following terms shall have the meaning hereinafter stated:
| a) | “Affiliate” means an entity controlling, controlled by, or under common control with, Bank. |
| b) | “Certificated Security” shall mean a security that is represented by a certificate. |
| c) | “Country Risk” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets. |
| d) | “Custody Account” shall mean each Securities custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto. |
| e) | “Entitlement Holder” shall mean the person on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary. |
| f) | “Financial Asset” shall mean, as the context requires, either the asset itself or the means by which a person’s claim to it is evidenced, including a Certificated Security or Uncertificated Security, a security certificate, or a Securities Entitlement. Financial Assets shall not include cash. |
| g) | “Securities” shall mean stocks, bonds, rights, warrants and other negotiable and non-negotiable paper whether issued as Certificated Securities or Uncertificated Securities and commonly traded or dealt in on securities exchanges or financial markets, and other obligations of an issuer, or shares, participations and interests in an issuer recognized in an area in which it is issued or dealt in as a medium for investment and any other property as shall be acceptable to Bank for the Custody Account. |
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| h) | “Securities Entitlement” shall mean the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of the Uniform Commercial Code. |
| i) | “Securities Intermediary” shall mean Bank, a Subcustodian, a securities depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity. |
| j) | “Uncertificated Security” shall mean a security that is not represented by a certificate. |
| k) | “Uniform Commercial Code” shall mean Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time. |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first-above written.
| ONE GROUP INVESTMENT TRUST | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxxxx X. Xxxxxx | |
| Title: | Treasurer | |
| Date: | October 18, 2004 | |
| ONE GROUP MUTUAL FUNDS | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxxxx X. Xxxxxx | |
| Title: | Treasurer | |
| Date: | October 18, 2004 | |
| JPMORGAN CHASE BANK | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Vice President | |
| Date: | October 18, 2004 |
15
Investment Company Rider to Global Custody Agreement
Between JPMorgan Chase Bank and
One Group Investment Trust and
One Group Mutual Funds
The following modifications are made to the Agreement:
A. Add a new Section 16 to the Agreement as follows:
“16. Compliance with Securities and Exchange Commission (“SEC”) rule 17f-5 (“rule 17f-5”).
(a) Customer’s board of directors (or equivalent body) (hereinafter ‘Board’) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the Investment Company Act of 1940, as amended (“1940 Act”)), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer’s Board of the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and Cash based on the standards applicable to custodians in the relevant market.
(v) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank.
(c) Except as expressly provided herein and in Section 17, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as defined in Rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board: (i) has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager (ii) or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.
(e) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information.
B. Add a new Section 17 to the Agreement as follows:
17. Compliance with SEC rule 17f-7 (“rule 17f-7”).
(a) Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s Foreign Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer’s foreign Assets at such Depository) and at which any foreign Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank’s Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its Foreign Assets held. Bank shall monitor the custody risks associated with maintaining Customer’s foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks.
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(b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 17(a) above.
(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time.)
D. Add the following after the first sentence of Section 3 of the Agreement: “At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity.”
E. Add the following language as Sections 15(l), (m) and (n) of the Agreement:
“ (l) The term Subcustodian as used herein shall mean the following:
(i) a ‘U.S. Bank,’ which shall mean a U.S. bank as defined in rule 17f5(a)(7);
(ii) an ‘Eligible Foreign Custodian,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(m) The term ‘securities depository’ as used herein when referring to a securities depository located outside the U.S. shall mean:
an “Eligible Securities Depository” which, in turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order; provided that, prior to the compliance date with rule 17f-7 for a particular securities depository the term “securities depositories” shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5.
(n) The term “securities depository” as used herein when referring to a securities depository located in the U.S. shall mean a “securities depository” as defined in rule 17f-4(a).”
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Appendix 1-A
ELIGIBLE SECURITIES DEPOSITORIES
Appendix 1-B
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and Cash into a country the following information (check items applicable):
| A | Opinions of local counsel concerning: | |||
| x | i. | Whether applicable foreign law would restrict the access afforded Customer’s independent public accountants to books and records kept by an eligible foreign custodian located in that country. | ||
| x | ii. | Whether applicable foreign law would restrict the Customer’s ability to recover its Financial Assets and Cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country. | ||
| x | iii. | Whether applicable foreign law would restrict the Customer’s ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country. | ||
| B. | Written information concerning: | |||
| x | i. | The foreseeability of expropriation, nationalization, freezes, or confiscation of Customer’s Financial Assets and Cash. | ||
| x | ii. | Whether difficulties in converting Customer’s cash and cash equivalents to U.S. dollars are reasonably foreseeable. |
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.
2. To aid Customer in monitoring Country Risk, Bank shall furnish board the following additional information:
Market flashes, including with respect to changes in the information in market reports.
GLOBAL PROXY SERVICE RIDER
Between
JPMORGAN CHASE BANK
AND
One Group Investment Trust and
One Group Mutual Funds
| 1. | Global Proxy Services (“Proxy Services”) shall be provided for the countries listed in the procedures and guidelines (“Procedures”) furnished to Customer, as the same may be amended by Bank from time to time on prior notice to Customer. The Procedures are incorporated by reference herein and form a part of this Rider. |
| 2. | Proxy Services shall consist of those elements as set forth in the Procedures, and shall include (a) notifications (“Notifications”) by Bank to Customer of the dates of pending shareholder meetings, resolutions to be voted upon and the return dates as may be received by Bank or provided to Bank by its Subcustodians or third parties, and (b) voting by Bank of proxies based on Customer Instructions. Original proxy materials or copies thereof shall not be provided. Notifications shall generally be in English and, where necessary, shall be summarized and translated from such non-English materials as have been made available to Bank or its Subcustodian. In this respect Bank’s only obligation is to provide information from sources it believes to be reliable and/or to provide materials summarized and/or translated in good faith. Bank reserves the right to provide Notifications, or parts thereof, in the language received. Upon reasonable advance request by Customer, backup information relative to Notifications, such as annual reports, explanatory material concerning resolutions, management recommendations or other material relevant to the exercise of proxy voting rights shall be provided as available, but without translation. |
| 3. | While Bank shall attempt to provide accurate and complete Notifications, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon Notifications where Bank prepared the same in good faith. |
| 4. | Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise under the Agreement, in performing Proxy Services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such Proxy Services. |
| 5. | Proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Financial Assets are: (i) on loan; (ii) at registrar for registration or reregistration; (iii) the subject of a conversion or other corporate action; (iv) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (v) not capable of being voted on account of local market regulations or practices or restrictions by the issuer; or (vi) held in a margin or collateral account. |
| 6. | Customer acknowledges that in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the voting instructions received from all customers). |
| 7. | Customer shall not make any use of the information provided hereunder, except in connection with the funds or plans covered hereby, and shall in no event sell, license, give or otherwise make the information provided hereunder available, to any third party, and shall not directly or indirectly compete with Bank or diminish the market for Proxy Services by provision of such information, in whole or in part, for compensation or otherwise, to any third party. |
| 8. | The names of Authorized Persons for Proxy Services shall be furnished to Bank in accordance with §10 of the Agreement. Proxy Services fees shall be as set xxxxx xx §00 of the Agreement or as separately agreed. |
2
Schedule A-1 - Funds to be converted on October 18, 2004
One Group Mutual Funds
Equity Funds
One Group Diversified Equity Fund
One Group Diversified International Fund
One Group Diversified Mid Cap Fund
One Group Equity Income Fund
One Group Equity Index Fund
One Group Health Sciences Fund
One Group International Equity Index Fund
One Group Large Cap Growth Fund
One Group Large Cap Value Fund
One Group Market Expansion Index Fund
One Group Market Neutral Fund
One Group Mid Cap Growth Fund
One Group Mid Cap Value Fund
One Group Real Estate Fund
One Group Small Cap Growth Fund
One Group Small Cap Value Fund
One Group Strategic Small Cap Value Fund
One Group Technology Fund
Investor Funds
One Group Investor Balanced Fund
One Group Investor Conservative Growth Fund
One Group Investor Growth & Income Fund
One Group Investor Growth Fund
One Group Investment Trust
Equity Portfolios
One Group Investment Trust Diversified Equity Portfolio
One Group Investment Trust Diversified Mid Cap Portfolio
One Group Investment Trust Equity Index Portfolio
One Group Investment Trust Large Cap Growth Portfolio
One Group Investment Trust Mid Cap Growth Portfolio
One Group Investment Trust Mid Cap Value Portfolio
Schedule A-2 - Funds to be converted on December 6, 2004
One Group Mutual Funds
Fixed Income Funds
One Group Arizona Municipal Bond Fund
One Group Balanced Fund
One Group Bond Fund
One Group Government Bond Fund
One Group High Yield Bond Fund
One Group Income Bond Fund
One Group Intermediate Bond Fund
One Group Intermediate Tax-Free Bond Fund
One Group Kentucky Municipal Bond Fund
One Group Louisiana Municipal Bond Fund
One Group Michigan Municipal Bond Fund
One Group Mortgage-Backed Securities Fund
One Group Municipal Income Fund
One Group Ohio Municipal Bond Fund
One Group Short-Term Bond Fund
One Group Short-Term Municipal Bond Fund
One Group Tax-Free Bond Fund
One Group Treasury & Agency Fund
One Group Ultra Short-Term Bond Fund
One Group West Virginia Municipal Bond Fund
Money Market Funds
One Group Government Money Market Fund
One Group Institutional Prime Money Market Fund
One Group Institutional Prime Plus Money Market Fund
One Group Institutional Tax-Free Money Market Fund
One Group Michigan Municipal Money Market Fund
One Group Municipal Money Market Fund
One Group Ohio Municipal Money Market Fund
One Group Prime Money Market Fund
One Group Treasury Only Money Market Fund
One Group U.S. Government Securities Money Market Fund
One Group U.S. Treasury Securities Money Market Fund
One Group Investment Trust
Fixed Income Portfolios
One Group Investment Trust Bond Portfolio
One Group Investment Trust Government Bond Portfolio
One Group Investment Trust Balanced Portfolio
Schedule B
JPMorgan Global Sub-Custodian Listing
[To be provided]
SCHEDULE C
JPMorgan Chase Bank
Global Investor Services
Fee Schedule for
One Group Investment Trust and
One Group Mutual Funds
Custody Safekeeping Fees
| BPS | Trades | |||
| Argentina | 25.00 | 100.00 | ||
| Australia | 5.00 | 50.00 | ||
| Austria | 8.00 | 50.00 | ||
| Bahrain | 60.00 | 150.00 | ||
| Bangladesh | 60.00 | 150.00 | ||
| Belgium | 5.00 | 50.00 | ||
| Bermuda | 20.00 | 75.00 | ||
| Botswana | 60.00 | 150.00 | ||
| Brazil | 15.00 | 58.00 | ||
| Bulgaria | 35.00 | 75.00 | ||
| Canada (RBC) | 3.00 | 25.00 | ||
| Chile | 35.00 | 75.00 | ||
| China | 25.00 | 75.00 | ||
| Colombia | 40.00 | 000.00 | ||
| Xxxxx Xxxx | 60.00 | 150.00 | ||
| Croatia | 40.00 | 115.00 | ||
| Cyprus | 60.00 | 150.00 | ||
| Czech Republic | 40.00 | 90.00 | ||
| Denmark | 4.00 | 50.00 | ||
| ECU | 1.50 | 24.00 | ||
| Ecuador | 50.00 | 100.00 | ||
| Egypt | 40.00 | 75.00 | ||
| Estonia | 35.00 | 75.00 | ||
| Euroclear/Cedel | 1.75 | 23.00 | ||
| Euro CDs | 1.00 | 23.00 | ||
| Finland | 5.00 | 50.00 | ||
| France | 3.00 | 47.00 | ||
| Germany | 2.00 | 27.00 | ||
| Ghana | 60.00 | 150.00 | ||
| Greece | 40.00 | 75.00 | ||
| Hong Kong | 4.00 | 50.00 | ||
| Hungary | 40.00 | 100.00 | ||
| India | 25.00 | 45.00 | ||
| Indonesia | 10.00 | 75.00 | ||
| Ireland | 7.00 | 45.00 | ||
| Israel | 50.00 | 100.00 |
| BPS | Trades | |||
| Italy | 5.00 | 50.00 | ||
| Ivory Coast | 3.00 | 100.00 | ||
| Jamaica | 11.00 | 70.00 | ||
| Japan | 1.50 | 25.00 | ||
| Jersey | 60.00 | 150.00 | ||
| Jordan | 50.00 | 100.00 | ||
| Kenya | 60.00 | 150.00 | ||
| Korea | 20.00 | 48.00 | ||
| Latvia | 20.00 | 115.00 | ||
| Lebanon | 50.00 | 140.00 | ||
| Lithuania | 35.00 | 140.00 | ||
| Luxembourg | 3.00 | 50.00 | ||
| Malaysia | 8.00 | 75.00 | ||
| Mauritius | 60.00 | 150.00 | ||
| Mexico | 6.00 | 42.00 | ||
| Morocco | 50.00 | 150.00 | ||
| Namibia | 60.00 | 150.00 | ||
| Nepal | 60.00 | 150.00 | ||
| Netherlands | 4.00 | 50.00 | ||
| New Zealand | 2.00 | 47.00 | ||
| Nigeria | 60.00 | 150.00 | ||
| Norway | 6.00 | 50.00 | ||
| Oman | 35.00 | 130.00 | ||
| Pakistan | 30.00 | 150.00 | ||
| Peru | 50.00 | 100.00 | ||
| Philippines | 15.00 | 83.00 | ||
| Poland | 40.00 | 150.00 | ||
| Portugal | 25.00 | 83.00 | ||
| Romania | 40.00 | 115.00 | ||
| Russia | 25.00 | 100.00 | ||
| Singapore | 4.00 | 50.00 | ||
| Slovakia | 40.00 | 100.00 | ||
| Slovenia | 35.00 | 100.00 | ||
| South Africa | 5.00 | 50.00 | ||
| Spain | 7.75 | 50.00 | ||
| Sri Lanka | 20.00 | 100.00 | ||
| Swaziland | 60.00 | 150.00 | ||
| Sweden | 5.00 | 50.00 | ||
| Switzerland | 5.00 | 75.00 | ||
| Taiwan | 13.00 | 100.00 | ||
| Thailand | 15.00 | 63.00 | ||
| Tunisia | 60.00 | 150.00 | ||
| Turkey | 20.00 | 75.00 | ||
| United Kingdom | 0.45 | 25.00 |
| BPS | Trades | |||
| United States | 0.10 | 7.50 | ||
| Uruguay | 60.00 | 150.00 | ||
| Venezuela | 35.00 | 100.00 | ||
| Vietnam | 60.00 | 150.00 | ||
| Zambia | 60.00 | 150.00 | ||
| Zimbabwe | 50.00 | 115.00 |
Out of Pocket Fees:
| • | Passed-through as incurred (e.g. stamp duty, registration fees, scrip fees, etc.). |
| • | New markets or additional services required that are not included in this schedule will be negotiated separately and added to this schedule as the need arises. |
