Exhibit (13)(c)
FUND ACCOUNTING AGREEMENT
AGREEMENT made this 1st day of December, 1995, between THE ONE GROUP (the
"Trust"), a Massachusetts business trust having its principal place of business
at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxx 00000 and THE ONE GROUP SERVICES
COMPANY ("TOGSC"), a corporation organized under the laws of the State of
Delaware and having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust desires that TOGSC perform certain fund accounting
services for each investment portfolio of the Trust identified on Schedule A
hereto, as such Schedule shall be amended from time to time (individually
referred to herein as the "Fund" and collectively as the "Funds"); and
WHEREAS, TOGSC 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 FUND ACCOUNTANT.
(a) MAINTENANCE OF BOOKS AND RECORDS. TOGSC will keep and maintain
the following books and records of each Fund pursuant to Rule
31a-1 under the Investment Company Act of 1940 (the "Rule"):
(i) journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and
disbursements of cash and all other debits and credits, as
required by subsection (b)(1) of the Rule;
(ii) general and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts,
including interest accrued and interest received, as
required by subsection (b)(2)(i) of the Rule;
(iii)separate ledger accounts required by subsection
(b)(2)(ii) and (iii) of the Rule; and
(iv) a monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of
the Rule.
(b) PERFORMANCE OF DAILY ACCOUNTING SERVICES. In addition to the
maintenance of the books and records specified above, TOGSC shall
perform the following accounting services daily for each Fund:
(i) calculate the net asset value per share utilizing prices
obtained from the sources described in subsection 1(b)(ii)
below;
(ii) obtain security prices from independent pricing services, or
if such quotes are unavailable, then obtain such prices from
each Fund's investment adviser or its designee, as approved
by the Trust's Board of Trustees;
(iii)verify and reconcile with the Funds' custodian all daily
trade activity;
(iv) compute, as appropriate, each Fund's net income and capital
gains, dividend payables, dividend factors, 7-day yields, 7-
day effective yields, 30-day yields, and weighted average
portfolio maturity;
(v) review daily the net asset value calculation and dividend
factor (if any) for each Fund prior to release to
shareholders, check and confirm the net asset values and
dividend factors for reasonableness and deviations, and
distribute net asset values and yields to NASDAQ;
(vi) report to the Trust the daily market pricing of securities
in any money market Funds, with the comparison to the
amortized cost basis;
(vii) determine unrealized appreciation and depreciation on
securities held in variable net asset value Funds;
(viii)amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested by
the Trust;
(ix) update fund accounting system to reflect rate changes, as
received from a Fund's investment adviser, on variable
interest rate instruments;
(x) post Fund transactions to appropriate categories;
(xi) accrue expenses of each Fund according to instructions
received from the Trust's Administrator;
(xii) determine the outstanding receivables and payables for all
(1) security trades, (2) Fund share transactions and (3)
income and expense accounts;
(xiii) provide accounting reports in connection with the Trust's
regular annual audit and other audits and examinations by
regulatory agencies; and
(xiv) provide such periodic reports as the parties shall agree
upon, as set forth in a separate schedule.
(c) SPECIAL REPORTS AND SERVICES.
(i) TOGSC may provide additional special reports upon the
request of the Trust or a Fund's investment adviser, which
may result in an additional charge, the amount of which
shall be agreed upon between the parties.
(ii) TOGSC may provide such other similar services with respect
to a Fund as may be reasonably requested by the Trust, which
may result in an additional charge, the amount of which
shall be agreed upon between the parties.
(d) ADDITIONAL ACCOUNTING SERVICES. TOGSC shall also perform the
following additional accounting services for each Fund:
(i) Provide monthly a download (and hard copy thereof) of the
financial statements described below, upon request of the
Trust. The download will include the following items:
Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;
(ii) Provide accounting information for the following:
(A) federal and state income tax returns and federal excise
tax returns;
(B) the Trust's semi-annual reports with the Securities and
Exchange Commission ("SEC") on Form N-SAR;
(C) the Trust's annual, semi-annual and quarterly (if any)
shareholder reports;
(D) registration statements on Form N-1A and other filings
relating to the registration of shares;
(E) the Administrator's monitoring of the Trust's status as
a regulated investment company under Subchapter M of
the Internal Revenue Code, as amended;
(F) annual audit by the Trust's auditors; and
(G) examinations performed by the SEC.
2. SUBCONTRACTING.
TOGSC may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder;
provided, however, that TOGSC shall not be relieved of any of its
obligations under this Agreement by
the appointment of such subcontractor and provided further, that TOGSC
shall be responsible, to the extent provided in Section 7 hereof, for
all acts of such subcontractor as if such acts were its own.
3. COMPENSATION.
The Trust shall pay TOGSC for the services to be provided by TOGSC
under this Agreement in accordance with, and in the manner set forth
in, Schedule B hereto, as such Schedule may be amended from time to
time.
4. REIMBURSEMENT OF EXPENSES.
In addition to paying TOGSC the fees described in Section 3 hereof,
the Trust agrees to reimburse TOGSC for its out-of-pocket expense in
obtaining security market quotes pursuant to Section 1(b)(ii) above.
5. 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 an amendment to Schedule A to this Agreement
relating to the Fund is executed) (the "Effective Date").
6. TERM.
This Agreement shall continue in effect with respect to a Fund, unless
earlier terminated by either party hereto as provided hereunder, until
November 30, 1996, 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 TOGSC, with the written consent of the
Trust, 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. Compensation due TOGSC and unpaid by the Trust upon such
termination shall be immediately due and payable upon and
notwithstanding such termination. TOGSC shall be entitled to collect
from the Trust, in addition to the compensation described under
Section 3 hereof, the amount of all of TOGSC's cash disbursements for
services in connection with TOGSC's activities in effecting such
termination, including without limitation, the delivery to the Trust
and/or its designees of the Trust's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination, for
a reasonable fee, TOGSC will provide the Trust with reasonable access
to any Trust documents or records remaining in its possession.
Written notice not to renew may be given for any reason, with or
without "cause" (as defined below).
This Agreement is terminable with respect to a particular Fund through
a failure to renew the Agreement at the end of the initial one-year
term; upon mutual agreement of the parties hereto; or for "cause" (as
defined below) by the party alleging "cause," in any case on not less
than 60 days' written notice by the Trust's Board of Trustees or by
TOGSC.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the
part of the party to be terminated with respect to its obligations and
duties set forth herein; (b) a final, unappealable judicial,
regulatory or administrative ruling or order in which the party to be
terminated has been found guilty of criminal or unethical behavior in
the conduct of its business; (c) financial difficulties on the part of
the party to be terminated which is evidenced by the authorization or
commencement of, or involvement by way of pleading, answer, consent,
or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any
applicable law, other than said Title 11, of any jurisdiction relating
to the liquidation or reorganization of debtors or to the modification
or alteration of the rights of creditors; or (d) any circumstance
which substantially impairs the performance of the obligations and
duties of the party to be terminated, or the ability to perform those
obligations and duties as contemplated herein.
If, for any reason other than "cause" as defined above or by mutual
agreement, TOGSC is replaced as Fund Accountant, or if a third party
is added to perform all or a part of the services provided by TOGSC
under this Agreement (excluding any sub-accountant appointed by TOGSC
as provided in Section 2 hereof), then the Trust shall make a one-time
cash payment, as liquidated damages, to TOGSC equal to the balance due
TOGSC for the remainder of the term of this Agreement, assuming for
purposes of calculation of the payment that the asset level of the
Trust on the date TOGSC is replaced, or a third party is added, will
remain constant for the balance of the contract term.
7. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION.
TOGSC shall use its best efforts to ensure the accuracy of all
services performed under this Agreement. TOGSC agrees to indemnify
and hold harmless the Trust, its Trustees, officers, agents and
nominees from and against all claims, actions, demands, suits, whether
groundless or otherwise, from and against any and all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature and character arising out of TOGSC's actions
or nonactions with respect to performance under this Agreement
provided that this indemnification shall not apply to actions or
omissions of TOGSC in cases of its bad faith, willful misfeasance,
negligence or from reckless disregard by it of its obligations and
duties. A Fund agrees to indemnify and hold harmless TOGSC, 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 judgments, liabilities,
losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or
in any way relating to TOGSC's actions taken or nonactions with
respect to the performance of services under this Agreement with
respect to such Fund or based, if applicable, upon reasonable reliance
on written information, records, instructions or requests with respect
to such Fund given or made to TOGSC by a duly authorized
representative of the Trust; provided that this indemnification shall
not apply to actions or omissions of TOGSC in cases of its own bad
faith, wilful misfeasance, negligence or from reckless disregard by it
of its obligations and duties, and further provided that prior to
confessing any claim against it which may be the subject of this
indemnification, TOGSC shall give the Trust written notice of and
reasonable opportunity to defend against said claim in its own name or
in the name of TOGSC.
8. RECORD RETENTION AND CONFIDENTIALITY.
TOGSC shall keep and maintain on behalf of the Trust such books and
records which the Trust and TOGSC is, or may be, required to keep and
maintain 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 "1940 Act"), relating
to the maintenance of books and records in connection with the
services to be provided hereunder. TOGSC 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 or by the SEC
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.
9. UNCONTROLLABLE EVENTS.
TOGSC 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.
10. REPORTS.
TOGSC will furnish to the Trust and to its properly authorized
auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by
the Trust in writing, such reports and at such times as are prescribed
pursuant to the terms and the conditions of this Agreement to be
provided or completed by TOGSC, or as subsequently agreed upon by the
parties pursuant to an amendment hereto. The Trust agrees to examine
each such report or copy promptly and will report or cause to be
reported any errors or discrepancies therein no later than ten
business days from the receipt thereof. In the event that errors or
discrepancies, except such errors and discrepancies as may not
reasonably be expected to be discovered by the recipient within ten
business days after conducting a diligent examination, are not so
reported within the aforesaid period of time, a report will for all
purposes be accepted by and binding upon the Trust and any other
recipient and, except
as provided in Section 7 hereof, TOGSC shall have no liability for
errors or discrepancies therein and shall have no further
responsibility with respect to such report except to perform
reasonable corrections of such errors and discrepancies within a
reasonable time after requested to do so by the Trust.
11. RIGHTS OF OWNERSHIP.
All computer programs and procedures developed to perform services
required to be provided by TOGSC under this Agreement are the property
of TOGSC. 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 Trust in appropriate
form as soon as practicable after termination of this Agreement for
any reason.
12. RETURN OF RECORDS.
TOGSC may at its option at any time, and shall promptly upon the
Trust's demand, turn over to the Trust and cease to retain TOGSC's
files, records and documents created and maintained by TOGSC pursuant
to this Agreement which are no longer needed by TOGSC in the
performance of its services or for its legal protection. If not so
turned over to the Trust, such documents and records will be retained
by TOGSC 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
Trust unless the Trust authorizes in writing the destruction of such
records and documents.
13. REPRESENTATIONS OF THE TRUST.
The Trust certifies to TOGSC that: (1) as of the close of business on
the Effective Date, each Fund that is in existence as of the Effective
Date has authorized unlimited shares, and (2) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the
Trust, will constitute a legal, valid and binding obligation of the
Trust, enforceable against the Trust in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the rights and remedies of
creditors and secured parties.
14. REPRESENTATIONS OF TOGSC.
TOGSC represents and warrants that: (a) the various procedures and
systems which TOGSC has implemented with regard to safeguarding from
loss or damage attributable to fire, theft, or any other cause of the
records, and other data of the Trust and TOGSC's records, data,
equipment, facilities and other property used in the performance of
its obligations hereunder are adequate and that it will make such
changes therein from time to time as are required for the secure
performance of its obligations hereunder, and (b) this Agreement has
been duly authorized by TOGSC and, when executed and delivered by
TOGSC, will constitute a legal, valid and binding obligation of TOGSC,
enforceable against
TOGSC in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
15. INSURANCE.
TOGSC shall notify the Trust should any of its insurance coverage by
canceled or reduced. Such notification shall include the date of
change and the reasons therefor. TOGSC shall notify the Trust of any
material claims against it with respect to services performed under
this Agreement, whether or not they may be covered by insurance, and
shall notify the Trust from time to time as may be appropriate of the
total outstanding claims made by TOGSC under its insurance coverage.
16. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS.
The Trust has furnished to TOGSC the following:
(a) copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of the state
in which such Declaration has been filed;
(b) Copies of the following documents:
(i) the Trust's Bylaws and any amendments thereto; and
(ii) certified copies of resolutions of the Board of Trustees
covering the approval of this Agreement, authorization of a
specified officer of the Trust to execute and deliver this
Agreement and authorization for specified officers of the
Trust to instruct TOGSC thereunder;
(c) a list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct TOGSC
in all matters; and
(d) two copies of the Prospectus and Statement of Additional
Information for each Fund.
17. INFORMATION FURNISHED BY TOGSC.
(a) TOGSC has furnished to the Trust the following:
(i) TOGSC's Articles of Incorporation; and
(ii) TOGSC's Bylaws and any amendments thereto.
(b) TOGSC shall, upon request, furnish certified copies of corporate
actions covering the following matters;
(i) approval of this Agreement and authorization of a specified
officer of TOGSC to execute and deliver this Agreement; and
(ii) authorization of TOGSC to act as fund accountant for the
Trust and to provide accounting services for the Trust.
18. AMENDMENTS TO DOCUMENTS.
The Trust shall furnish TOGSC with written copies of any amendments
to, or changes in, any of the items referred to in Section 16 hereof
forthwith upon such amendments or changes becoming effective. In
addition, the Trust agrees that no amendments will be made to the
Prospectuses or Statements of Additional Information of the Trust
which might have the effect of changing the procedures employed by
TOGSC in providing the services agreed to hereunder or which amendment
might affect the duties of TOGSC hereunder unless the Trust first
obtains TOGSC's approval of such amendments or changes.
19. COMPLIANCE WITH LAW.
Except for the obligations of TOGSC set forth in Sections 1 and 8
hereof, the Trust assumes full responsibility for the preparation,
contents and distribution of each prospectus of the Trust as to
compliance with all applicable requirements of the Securities Act of
1933, as amended (the "Securities Act"), the 1940 Act and any other
laws, rules and regulations of governmental authorities having
jurisdiction. TOGSC shall have no obligation to take cognizance of
any laws relating to the sale of the Trust's shares. The Trust
represents and warrants that no shares of the Trust will be offered to
the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or becomes
effective.
20. NOTICES.
Notices of any kind to be given to the Trust hereunder by TOGSC shall
be in writing and shall be duly given if mailed or delivered to the
Trust at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxx 00000; or at such
other address or to such individual as shall be so specified by the
Trust to TOGSC. Notices of any kind to be given to TOGSC hereunder by
the Trust shall be in writing and shall be duly given if mailed or
delivered to TOGSC at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 or at
such other address or to such individual as shall be so specified by
TOGSC to the Trust.
21. HEADINGS.
Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
22. 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.
23. GOVERNING LAW.
This Agreement shall be governed by and its provisions shall be
construed in accordance with the laws of the Commonwealth of
Massachusetts.
24. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
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 by the Trustees, and this
Agreement has been signed and delivered by an 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 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE ONE GROUP-Registered Trademark-
By: Xxxx Xxxxxx
---------------------------------
THE ONE GROUP SERVICES COMPANY
By: Xxxxx Xxxxxx
---------------------------------
SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
THE ONE GROUP-Registered Trademark-
AND
THE ONE GROUP SERVICES COMPANY
NAME OF THE FUND
----------------
The U. S. Treasury Securities Money Market Fund
The Prime Money Market Fund
The Municipal Money Market Fund (formerly The Tax-Free Money Market Portfolio)
The Ohio Municipal Money Market Fund
The Income Equity Fund
The Disciplined Value Fund
The Small Company Growth Fund (formerly the Growth Equity Portfolio)
The International Equity Index Fund
The Large Company Value Fund (formerly The Quantitative Equity Portfolio)
The Equity Index Fund
The Income Bond Fund (formerly The Income Portfolio)
The Limited Volatility Bond Fund
The Intermediate Tax-Free Bond Fund
The Ohio Municipal Bond Fund
The Treasury Money Market Fund
The Treasury Only Money Market Fund
The Government Money Market Fund
The Tax Exempt Money Market Fund
The Institutional Prime Money Market Fund
The Government Bond Fund
The Government ARM Fund
The Asset Allocation Fund (formerly The Flexible Balanced Portfolio)
The Tax-Free Bond Fund
The Texas Tax-Free Fund
The Intermediate Bond Fund
The Arizona Tax-Free Bond Fund
The Large Company Growth Fund
The Kentucky Municipal Bond Fund
The West Virginia Tax-Free Fund
THE ONE GROUP-Registered Trademark-
By: Xxxx Xxxxxx
---------------------------------
Date: December 1, 1995
-------------------------------
THE ONE GROUP SERVICES COMPANY
By: Xxxxx Xxxxxx
---------------------------------
Date: December 1, 1995
-------------------------------
SCHEDULE B
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
THE ONE GROUP-Registered Trademark-
AND
THE ONE GROUP SERVICES COMPANY
FEES
Compensation due TOGSC under the terms of this Agreement will be paid by
The One Group Services Company from fees received by it under the terms of the
Management and Administration Agreement.
THE ONE GROUP-Registered Trademark-
By: Xxxx Xxxxxx
---------------------------------
Date: December 1, 1995
-------------------------------
THE ONE GROUP SERVICES COMPANY
By: Xxxxx Xxxxxx
---------------------------------
Date: December 1, 1995
-------------------------------
B-1
