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EXHIBIT (9)(i)
AGENCY AND SERVICES DELEGATION AGREEMENT
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AGENCY AND SERVICES DELEGATION AGREEMENT
AGREEMENT made as of August , 1997 by and between Bank One Trust Company, NA
("Recordkeeper") and The One Group(R) (the "Fund Company").
WITNESSETH
WHEREAS, the Fund Company desires to enter into an Agency and Services
Delegation Agreement pursuant to which the Fund Company will retain the
Recordkeeper to perform certain recordkeeping and accounting services and
functions with respect to transactions in Fund Company shares ("Shares") made by
or on behalf of participants, beneficiaries or plan sponsors (collectively,
"Participants") in certain employee pension benefit as defined in Section
3(2)(A) of the Retirement Income Security Act of 1940, as amended ("ERISA")
("Plans"), and with respect to holdings of Shares maintained by or on behalf of
such participants, when with respect to the Fund Company such plans maintain
with the Fund Company's transfer agent ("Transfer Agent") a single master
shareholder account; and
NOW, THEREFORE, in consideration of the following premises and mutual covenants,
the parties agree as follows:
1. Services Provided by the Recordkeeper
When and to the extent requested by the Fund Company, the Recordkeeper
agrees to perform recordkeeping and accounting services and functions
with respect to transactions in Shares made by or on behalf of
Participants in the Plan, and with respect to holdings of Shares
maintained by or on behalf of Participants, when with respect to the
Fund Company the Plan maintains with the Transfer Agent plan level
shareholder accounts. To the extent requested, the Recordkeeper will
provide the following services:
A. Maintain separate records for each Participant reflecting
Shares purchased, redeemed and exchanged on behalf of such
Participant and outstanding balances of Shares owned by or for
the benefit of such Participant.
B. Prepare and transmit to Plan and/or its Participants periodic
account statements indicating the number of Shares of the
Fund Company owned by or for the benefit of Participants and
purchases, redemptions and exchanges made on behalf of
Participants.
C. With respect to the Plan, aggregate all purchase, redemption
and exchange orders made by or on behalf of the Plan's
Participants and Sponsors and transmit instructions based an
such aggregate orders ("Instructions") to the Transfer Agent
for acceptance.
D. Provide to the Fund Company, the Transfer Agent and/or other
parties designated by them such other information relating to
transactions in and holdings of Shares by or on behalf of
Participants as is reasonably requested.
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E. As agreed upon with the Fund Company, deliver or arrange for
the delivery of appropriate documentation in connections with
orders.
2. Appointment as Agent for Limited Purpose
The Recordkeeper shall be deemed the agent of the Fund Company for the
sole and limited purpose of receiving purchase, redemption and exchange
orders from participants or plan sponsors and transmitting
corresponding Instructions to the Transfer Agent. Except as provided
specifically herein, neither the Fund Company nor any person to which
the Fund Company may delegate any of its duties hereunder shall be or
hold itself out as an agent of the Transfer Agent or the Fund Company.
3. Representations of Recordkeeper
The Recordkeeper agrees, represents and warrants that:
A. It will forward Instructions within such time periods and to
such parties as are specified by the Fund Company, the
Transfer Agent, the Fund Company's prospectuses and
applicable law and regulation.
B. If and to the extent required under applicable federal and
state securities laws and regulations, it is duly registered
pursuant to such laws and regulations; it is not a "fiduciary"
of any Plan as such term is defined in section 3(21) of the
Employment Retirement Income Security Act of 1974, as amended
("ERISA"), and section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"): and the receipt of any fees by
it from the Fund Company, and the corresponding reduction of
fees payable to the Recordkeeper by the Plan (or by the Plan
sponsor, according to Recordkeeper's agreement with the Plan)
will not constitute a "prohibited transaction" for purposes of
Title I of ERISA and section 4975 of the Code.
C. The Recordkeeper, through its parent BANC ONE CORPORATION, is
self-insured with respect to errors and omissions.
4. Records and Reporting
The Recordkeeper will maintain and preserve all records as required by
law in connection with its provision of services under this Agreement.
Upon the reasonable request of the Funds, or the Transfer Agent, the
Recordkeeper will provide copies of: historical records relating to
transactions involving the Fund Company and Participants; written
communications regarding the Fund Company to or from Participants; and
other materials relating to the provision of services by the
Recordkeeper under this Agreement. The Recordkeeper will comply with
any reasonable request for such information and documents made by the
Fund Company or its board of Trustees or any governmental body or
self-regulatory organization. The Recordkeeper agrees that, with
respect to the Plans regarding which it is providing services under
this Agreement,
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the Recordkeeper will permit the Fund Company, the Transfer Agent, or their
representatives, to have reasonable access to its personnel and records, except
such Records as are determined to be confidential or proprietary in order to
facilitate the monitoring of the quality of the services provided by the
Recordkeeper. Notwithstanding anything herein to the contrary, the Recordkeeper
shall not be required to provide the names and addresses of Participants to the
Transfer Agent or the Trust, unless applicable law or regulation otherwise
requires.
5. Ability to Provide Services
The Recordkeeper agrees to notify the Fund Company promptly if for any
reason it is unable to perform its obligations under this Agreement.
6. Compensation
A. In consideration of performance of the services by the
Recordkeeper hereunder, the Fund Company will compensate the
Recordkeeper one dollar and twenty-five cents ($1.25) per
calendar quarter per participant account per fund with a
balance at each calendar quarter end, not to exceed three
funds per participant, as to which the Fund Company and the
Recordkeeper agree from time-to-time in writing. Said
compensation will commence with the calendar quarter ending
_____________.
B. The Recordkeeper will permit the Fund Company and their
representatives (including counsel and independent
accountants) with reasonable access to its records except such
Records as are determined to be confidential or proprietary to
enable the Fund Company to verify that the Recordkeeper's
charges hereunder comply with the provisions of this
Agreement. Such access shall include, but not be limited to,
up to four on-site inspections of the Recordkeeper's records
each calendar year.
7. Indemnification
The Recordkeeper shall indemnify and hold harmless the Fund Company
from and against any and all losses and liabilities that it may incur,
including without limitation reasonable attorneys' fees, expenses and
costs arising out of or related to the performance or non-performance
of the Recordkeeper of its responsibilities under this Agreement;
excluding, however, any such claims, suits, loss, damage or costs
caused by, contributed to or arising from any noncompliance by the Fund
Company with its obligations under this Agreement, as to which the Fund
Company as pertinent, shall indemnify, hold harmless and defend the
Recordkeeper on the same basis as set forth above.
8. Termination
This Agreement may be terminated at any time by either party hereto
upon ninety (90) days written notice to the other. The provisions of
paragraphs 4 and 7 shall continue in full force and effect after
termination of this Agreement.
9. Limitation of Liability of the Trustees and Shareholders
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It is expressly agreed that the obligations of the Fund Company
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Fund Company personally,
but shall bind only the trust property of the Fund Company. The
execution and delivery of this Agreement have been authorized by the
Trustees, and this Agreement has been signed and delivered by an
authorized officer of the Fund Company, 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 Fund Company as provided in
the Trust's Agreement and Declaration of Trust.
10. Miscellaneous
This Agreement represents the entire agreement between the parties with
regard to the matters described herein, and may not be modified or
amended except by written instrument executed by all parties. This
Agreement may not be assigned by either party hereto without the prior
written consent of the other parties. This Agreement is made and shall
be construed under the laws of the State of Ohio. This Agreement
supersedes all previous agreements and understandings between the
parties with respect to its subject matter. If any provision of the
Agreement shall be held or made invalid by a statute, rule, regulation,
decision of a tribunal or otherwise, the remainder of the Agreement
shall not be affected thereby.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
THE ONE GROUP(R) BANK ONE TRUST COMPANY, NA
By:_____________________________ By:____________________________
Title:__________________________ Title:_________________________
