Exhibit (h)(7)
Administrative Services Agreement (Cash Sweep)
between
Bank One Corporation
and
The One Group Services Company
ADMINISTRATIVE SERVICES AGREEMENT
---------------------------------
AGREEMENT made this 1st day of August, 1996, between BANC ONE
CORPORATION ("Banc One"), an Ohio corporation having its principal place of
business at 000 X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, and BISYS FUND SERVICES
OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business
at 0000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx, Xxxx 00000.
WHEREAS, certain affiliates of Banc One (the "Affiliates") have
established a same-day cash sweep service to be offered in conjunction with
demand deposit accounts ("Accounts") that are made available to commercial
banking customers ("Customers");
WHEREAS, the cash sweep service referenced above will allow for
pre-determined amounts to be swept on a daily basis from the Accounts into
selected money market mutual fund portfolios (the "Funds") of The One Group(R)),
a registered, open-end management investment company; and
WHEREAS, Banc One desires to retain BISYS to provide certain
administrative services, as more particularly described herein, with respect to
the Accounts.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services.
---------
BISYS, as agent for Banc One, will facilitate the processing of
Fund trades by transmitting purchase and redemption instructions it receives
from the Affiliates to the Funds' transfer agent (the "Transfer Agent") in
accordance with procedures described in Schedule A attached hereto. In addition,
BISYS shall (i) maintain appropriate records, (ii) produce reports containing
Account activity information, (iii) assist the Affiliates in producing and
transmitting Fund shareholder statements and (iv) calculate, report and remit to
the Affiliates sweep processing fees. The calculation and payment of sweep
processing fees shall also be performed in accordance with procedures described
in Schedule A.
2. Fees.
-----
Banc One shall pay BISYS for the services to be provided under
this Agreement in accordance with, and in the manner set forth in, Schedule B
attached hereto.
3. Reimbursement of Expenses.
--------------------------
In addition to paying BISYS the fees described in Section 2
hereof, Banc One agrees to reimburse BISYS for BISYS' reasonable out-of-pocket
expenses in providing services hereunder, including, without limitation, the
following:
(a) Cost of printing statement stock and envelopes;
(b) Postage;
(c) Fed wire charges;
(d) Record storage costs (e.g., microfilm, microfiche), as requested
by Banc One;
(e) Communication costs in connection with incoming 800 number calls
relative to servicing the Control Unit and Shareholder Services,
as requested by Banc One;
(f) Data communication costs; and
(g) Expenses incurred at the specific direction of Banc One such as
extraordinary system development, travel relating to product
development, or other expenses incurred with the prior approval
of Banc One.
4. Effective Date.
---------------
This Agreement shall become effective as of the date first written
above (the "Effective Date").
5. Term.
-----
This Agreement shall continue in effect, unless earlier terminated by
either party hereto as provided hereunder, until December 1, 1997 (the "Initial
Term"). Thereafter, it 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 BISYS, with
the written consent of Banc One, 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. Fees and
out-of-pocket expenses incurred by BISYS but unpaid by Banc One upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. BISYS shall be entitled to collect from Banc One, in addition to
the fees and disbursements provided by Sections 2 and 3 hereof, the amount of
all of BISYS' cash disbursements and a reasonable fee for services in connection
with BISYS' activities in effecting such termination, including without
limitation, the delivery to Banc One and/or other parties, of Banc One's
property, records, instruments and documents, or any copies thereof. Subsequent
to such termination, BISYS will provide Banc One with access to any Banc One
documents or records remaining in its possession. Banc One will reimburse BISYS
for any reasonable expenses incurred by BISYS in the production and transmittal
of such documents.
6. Uncontrollable Events.
----------------------
BISYS 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.
7. Instructions.
-------------
Whenever BISYS is requested or authorized to take action hereunder
pursuant to instructions from an officer or any other properly authorized agent
of Banc One or an Affiliate, concerning an Account, BISYS shall be entitled to
rely up on any certificate, letter or other instrument or communication,
believed by BISYS to be genuine and to have been properly made, signed or
authorized by such officer or other authorized agent and shall be entitled to
receive as conclusive proof of any fact or matter required to be ascertained by
it hereunder a certificate signed by an officer of Banc One or an Affiliate.
8. Standard of Care; Reliance on Records and Instructions;
-------------------------------------------------------
Indemnification.
----------------
BISYS shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to Banc One or
any Affiliate for any action taken or omitted by BISYS in the absence of bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties. Banc One agrees to indemnify and hold harmless BISYS,
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 BISYS' actions taken or nonactions with respect
to the performance of services under this Agreement or based, if applicable,
upon reasonable reliance on information, records, instructions or requests given
or made to BISYS by Banc One, an Affiliate or the Transfer Agent; provided that
this indemnification shall not apply to actions or omissions of BISYS in cases
of its own bad faith, willful 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, BISYS shall give Banc One written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of
BISYS. BISYS agrees to indemnify and hold harmless Banc One, the Affiliates and
their 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 BISYS' bad faith, willful misfeasance,
negligence or from reckless disregard by it of its obligations and duties, with
respect to the performance of services under this Agreement.
9. Rights of Ownership.
--------------------
All computer programs and procedures developed to perform services
required to be provided by BISYS under this Agreement are the property of BISYS.
All records and other data except such computer programs and procedures are the
exclusive property of Banc One and all such other records and data will be
furnished to Banc One in appropriate form as soon as practicable after
termination of this Agreement for any reason.
10. Confidential Information.
------------------------
BISYS shall have access to information about Banc One, the Affiliates,
and customers of Banc One and the Affiliates that is confidential (i.e.,
non-public) ("Confidential Information"). Upon termination of this Agreement,
BISYS shall return all Confidential Information (and all copies thereof) and all
materials received from Banc One which contain any Confidential Information,
including, without limitation, any written notes, memoranda, photocopies,
computer software or similar repositories. In addition, BISYS shall deliver all
materials prepared by its personnel, including material of a type set forth in
the preceding sentence, which contains any Confidential Information; provided,
however, that if such material also contains confidential information of BISYS,
then BISYS shall destroy such material and deliver a certificate certifying the
destruction of all materials which contain Banc One Confidential Information to
Banc One.
The Confidential Information constitutes confidential and proprietary materials
and shall be used by BISYS only for the purpose of providing the services
provided for by this Agreement. BISYS shall keep the Confidential Information
confidential and shall protect Banc One's property rights therein. The
Confidential Information shall not be used for any other purpose and shall not
be disclosed to any third parties other than employees of BISYS who in the
course of their duties are required to receive the same solely for purposes
permitted by this Agreement and then only on the condition that such employees
are apprised of and bound by the terms of this Agreement. No document or
information shall be deemed Confidential Information for purposes of this
Agreement if BISYS can demonstrate that such documents or information: (i) are
in or have become part of the public domain other than by disclosure by BISYS in
violation of this Agreement; (ii) were independently developed by BISYS without
the use of information provided by Banc One or its affiliates; (iii) are
rightfully obtained by BISYS from a third party; provided that such third party
is not known to be under a confidentiality agreement with Banc One; or (iv) are
required to be disclosed by law.
Banc One and BISYS agree that the conditions in this Agreement and the
Confidential Information disclosed pursuant to this Agreement are of special,
unique and extraordinary character, that Banc One would be irreparably harmed by
any disclosure of the Confidential Information in violation of this Agreement,
and that the use of the Confidential Information for the business purposes of
BISYS, other than in connection with the services provided for by this
Agreement, or any third party, would enable BISYS or third party to compete
unfairly with Banc One and the Affiliates. For these reasons, BISYS waives any
claim or defense that Banc One has an adequate remedy at law and BISYS agrees
that, if Banc One's Confidential Information is disclosed, Banc One shall be
entitled to injunctive relief to prevent further use and/or disclosure in
addition to all other remedies available to Banc One in law or in equity for any
breach of this Agreement.
11. Representations of Banc One.
---------------------------
Banc One certifies to BISYS that this Agreement has been duly
authorized by Banc One and, when executed and delivered by Banc One, will
constitute a legal, valid and binding obligation of Banc One, enforceable
against Banc One 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.
12. Representations of BISYS,
-------------------------
BISYS represents and warrants that: (a) BISYS has been in, and
shall continue to be in, substantial compliance with all provisions of law
required in connection with the performance of its duties under this Agreement;
and (b) this Agreement has been duly authorized by BISYS and, when executed and
delivered by BISYS, will constitute a legal, valid and binding obligation of
BISYS, enforceable against BISYS 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.
13. Insurance.
----------
BISYS shall notify Banc One should its insurance coverage with
respect to professional liability or errors and omissions coverage be canceled
or reduced. Such notification shall include the date of change and the reasons
therefor. BISYS shall notify Banc One 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 Banc One from time to time as may be
appropriate of the total outstanding claims made by BISYS under its insurance
coverage.
14. Notices.
--------
Notices of any kind to be given to Banc One hereunder by BISYS
shall be in writing and shall be duly given if mailed or delivered to Banc One
at 000 Xxxxxxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxx 00000-0000, Attention: National
Treasury Management Services Group, or at such other address or to such
individual as shall be so specified by Banc One to BISYS. Notices of any kind to
be given to BISYS hereunder by Banc One shall be in writing and shall be duly
given if mailed or delivered to BISYS at 0000 Xxxxxxx Xxxx, Xxxxx 0000,
Xxxxxxxx, Xxxx 000000, Attention: Xxxxxxx X. Xxxxxx, or at such other address or
to such individual as BISYS shall specify to Banc One.
15. Headings.
---------
Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
16. Assignment.
-----------
This Agreement and the rights and duties hereunder shall not
be assignable by either of the parties hereto except by the specific written
consent of the other party.
17. Governing Law.
--------------
This Agreement shall be construed in accordance with the laws
of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed all as of the day and year first above written.
BANC ONE CORPORATION
By: /s/ Xxxxx X. Xxxxx
----------------------
Xxxxx X. Xxxxx
Senior Vice President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxx X. Mintps
------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
SCHEDULE A
TO THE ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
BANC ONE CORPORATION
AND
BISYS FUND SERVICES OHIO, INC.
PROCEDURES
1. Transaction Processing Procedures.
---------------------------------
The Affiliates will transmit sweep customer DDA collected funds
balances daily at approximately 3:00 am EST. Banc One hereby authorizes and
instructs BISYS to create money market fund trades based on this transmission.
BISYS will automatically net each customer DDA balance contained on Banc One's
transmission against the shareholder's prior balance to create a purchase or
redemption transaction reflecting the net change to the shareholder account, or
no transaction if the new transaction nets to zero. These transactions will be
posted "as of', in a manner consistent with a "same-day", "end of day" sweep.
BISYS will then settle the sweep via wire with Bank One the following morning
and will place "as of" trades into the Omnibus accounts at BFDS, which is the
primary transfer agent for the Funds.
2. Procedures for the Calculation and Payment of Sweep Processing Fees.
--------------------------------------------------------------------
The Affiliates shall instruct and authorize BISYS to pay all sweep
customer dividends in cash and to process dividend transactions via ACH
transmission from BISYS to Bank One for "on us" ACH settlement, offset by wire.
BISYS will create this transmission file on the first business day of each
month. The file will also contain fund-external fee transactions, calculated as
basis points against an average monthly balance, with possible account-level
concessions. These fees are bank sweep fees and will be debited against Banc One
DDAs. They will not show on the Fund shareholder statements.
SCHEDULE B
TO THE ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
BANC ONE CORPORATION
AND
BISYS FUND SERVICES OHIO, INC.
Annual Account Service Fees
---------------------------
Open Account Fee: $10.00 per account
Closed Account Fee: $ 1.80 per account
The fee amounts set forth directly above shall be subject to an annual minimum
fee of $15,000.
A charge is made for an account in the month that an account opens or closes.
A cost of living adjustment will be automatically applied to the open and closed
account service fees, effective January 1st of each calendar year.
