Exhibit (h)(50)
Services Agreement dated as of January 16, 2002 between SEI Investments
Distribution Company, Banc One Investment Advisors Corporation and
One Group Mutual Funds.
SERVICE AGREEMENT
AGREEMENT made as of January 16, 2002 by and between SEI Investments
Distribution Co. ("SEI"), Banc One Investment Advisors Corporation ("Banc One")
and One Group Mutual Funds (the "Trust") (Banc One and the Trust, collectively
the "Company").
WHEREAS, the Trust desires to enter into a Service Agreement pursuant
to which the Trust will retain SEI to perform certain administrative and
shareholder servicing for its customers, when a single master shareholder
account is maintained with the Trust's transfer agent ("Transfer Agent"); and
WHEREAS, SEI desires to provide certain administrative, shareholder
communication, and other services to its clients who become shareholders of the
Trust;
NOW, THEREFORE, in consideration of the following premises and mutual
covenants, the parties agree as follows:
1. Services Provided by SEI
When and to the extent requested by the Trust, SEI agrees to perform
administrative and shareholder servicing for its customers ("Customers"), and
with respect to holding of shares maintained by or on behalf of Customers, when
with respect to the Trust the SEI or its affiliate maintains with the Transfer
Agent a master shareholder account. To the extent requested, SEI will provide
one or more of the following services:
A. Maintain separate records for each Customer reflecting shares
purchased, redeemed and exchanged on behalf of such Customer and
outstanding balances of shares owned by or for the benefit of such
Customer.
B. Prepare and transmit periodic account statements indicating the
number of shares of the Trust owned by or for the benefit of Customers
and purchases, redemptions and exchanges made on behalf of Customers.
C. Aggregate all purchase, redemption and exchange orders made by or on
behalf of Customers and transmit instructions based on such aggregate
orders ("Instructions") to the Transfer Agent for acceptance.
D. Provide to the Trust, 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 Customers as is reasonably
requested.
2. Services Provided by Company
a. The Company shall provide the services and information to SEI as
specified in the attached Exhibit B.
3. Appointment as Agent For Limited Purpose
SEI shall be deemed the agent of the Trust for the sole and limited
purpose of receiving purchase redemption and exchange orders from Customers and
transmitting corresponding instructions to the Transfer Agent. Except as
provided specifically herein, neither the Trust nor any person to which the
Trust may delegate any of its duties hereunder shall be or hold itself out as an
agent of the Transfer Agent or the Trust.
4. Representations of SEI
SEI agrees, represents and warrants that:
A. It will forward Instructions within such time periods and to such
parties as are specified by the TreasuryPoint Trading cut-off times,
the Trust's prospectuses and applicable law and regulation.
B. At all times during the term of this contract, SEI will maintain
errors and omissions coverage in an amount not less than $1,000,000 per
occurrence, and in the aggregate. A certificate of insurance evidencing
such coverage may be provided by SEI to One Group Mutual Funds upon
request.
5. Representations and Warranties of the Trust and Banc One
The Trust and Banc One hereby represent, warrant and covenant to SEI:
A. That the are registered under the Investment Company Act of 1940, as
amended; and the Investment Advisors Act of 1940, as amended,
respectively, are in good standing, and will during the term of this
Agreement remain in good standing, with the Commission;
B. That each is duly organized, validly existing, and in good standing
under the laws of the state of its organization;
C. That entering into and performing its obligations under this
Agreement does not and will not violate (i) its declaration of trust or
code of regulations; or (ii) any agreements to which it is a party;
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D. It will keep confidential any information acquired as a result of
this Agreement regarding the business and affairs of SEI, which
requirement shall survive the term of this Agreement except as may be
required by applicable law and/or regulation; and
6 Records and Reporting
SEI will maintain and preserve all records as required by law in
connection with its provision of services under this Agreement. SEI agrees that
it will permit the Trust, the Transfer Agent, or their representatives to have;
reasonable access to it personnel in order to facilitate the monitoring of the
quality of the services provided by SEI and access to SEI's records when
necessary for the Trust, the Transfer Agent, or their representatives to comply
with applicable law or regulation. SEI shall not be required to provide the
names and addresses of Customers to the Transfer Agent or the Trust, unless
applicable law or regulation otherwise requires.
7. Ability to Provide Services
SEI agrees to notify the Trust promptly if for any reason it is unable to
perform its obligations under this Agreement.
8. Compensation
A In consideration of performance of the services by SEI hereunder,
the Company will compensate SEI as set forth in Exhibit A.
B. SEI agrees to provide the Company a quarterly list of all the
Company fund shares purchased through TreasuryPoint trading system
("Trading System"). The list will only identify total shares held by
zip code and will not include any SEI client specific information.
9. Indemnification
SEI shall indemnify and hold harmless the Trust from and against any
and all direct damages that the Trust may incur, including without limitation
reasonable attorneys' fees, expenses and costs arising out of or related to the
gross negligence of SEI or the performance or non-performance of SEI of its
responsibilities under this Agreement, excluding, however, any such claims,
suits, losses, damages or costs caused by, contributed to or arising from any
non-compliance by the Company with its respective obligations under this
Agreement. The Trust, shall indemnify, hold harmless and defend SEI from and
against any and all direct damages that SEI may incur, including without
limitation reasonable attorneys' fees, expenses and costs arising out of or
related to the gross negligence of Company or the performance or non-performance
of Company of its respective responsibilities under this Agreement, excluding,
however, any such claims, suits, losses, damages or costs caused by, contributed
to or arising from any non-compliance by SEI regarding its obligations under
this Agreement.
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10. Liability
In no event will either party be liable to the other party for
consequential, punitive or exemplary damages relating to this Agreement and each
party hereby releases and waives any claims against the other party for such
damages.
11 Termination
This Agreement may be terminated at any time by either parry hereto
upon thirty (30) 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.
12. Authorization
The execution and delivery of this Agreement has been authorized by the
Trustees and Directors of the Trust and Banc One, respectively, and this
Agreement has been signed and delivered by an authorized officer of the Trust
and Banc One, acting as such, and neither such authorization by the Trustees and
Directors nor such execution and delivery by such officer may be deemed to have
been made by any of them individually or to impose any liability on any of them
personally.
13. 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
Commonwealth of Pennsylvania. 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 the course of this Agreement, the parties may acquire access to customer
information or consumer information generally (collectively, "Customer
Information") including, but not limited to, nonpublic personal information such
as a customer's name, address, telephone number, account relationships, account
balances and account histories. All information, including Customer Information,
obtained in processing and/or servicing transactions shall be considered
confidential ("Confidential Information"). Neither party shall disclose such
Confidential Information to any other person or entity, except as by law or
regulation or use such Confidential Information other than as necessary in the
ordinary course of business to carry out this Agreement.
The names `One Group Mutual Funds' and `Trustees of the One Group
Mutual Funds' refer respectively to the Trust created and the Declaration of
Trust dated May 23, 1985, as amended and restated February 18, 1999, to which
reference is hereby made and a copy of
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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'
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 the
Trust personally, but bind only the assets of the Trust, and all persons dealing
with any series of Shares of the Trust must look solely to the assets of the
Trust belonging to such series for the enforcement of any claims against the
Trust.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
ONE GROUP MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxx
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Title: VP and Treasurer
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BANC ONE INVESTMENT ADVISORS CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Title: Senior Managing Director
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SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Xxxx X. May
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Title: SVP
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EXHIBIT A
Calculation and Payment of Fees
1. For the services provided by SEI hereunder, the Company will compensate the
SEI a fee set forth below, with respect to each Fund, calculated daily and paid
monthly in arrears, at an annual rate based on the average daily net asset value
of the total number of Fund Shares held in accounts of the Transfer Agent.
2. Such compensation will be calculated by (i) determining the Net Daily
Amount on Deposit (defined below) in such fund for each day during such month,
(ii) determining the average amount of the Net Daily Amounts on Deposit in such
fund during such month, (iii) multiplying such average amount by the number of
days in such month, (iv) multiplying the resulting amount by 0.05% (5 basis
points), (v) multiplying the resulting amount by a fraction, the numerator of
which is the number of days in such month and the denominator of which is
365(366).
3. Within 15 days following each month end, Company shall pay to SEI such fee.
Such payment shall be by wire transfer or other forms acceptable to SEI and
shall be separate from payments related to redemption proceeds and
distributions.
4. The "Net Daily Amount on Deposit" in a given Fund will equal the aggregate
dollar amount of Fund Shares in the Customer Accounts at the beginning of such
day increased by the dollar amount of Fund Shares purchased for or transferred
to such accounts on such day, less the dollar amount of Fund Shares transferred
or redeemed from such account on such day.
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Exhibit B
Pursuant to the Agreement by and among the parties hereto, the Company shall
provide the following information and agrees to the use of this information on
the Xxxxxxxxxxxxx.xxx website as specified.
1. On a daily basis the following information will be electronically delivered
by the Company to SEI by 7:00 pm (EST). The fund company will provide the data
in the pre-agreed format set forth by the SEI in Rate Feed Plan to be mutually
agreed upon by the parties in writing. Previous day's rates that are not
delivered by AMRIS will not be shown on the XxxxxxxxXxxxx.xxx and will be marked
"N/A.
(a) Cusip
(b) Date
(c) 1 day yield (Simple)
(d) 7 day yield (Simple)
(e) 30 day yield (Simple)
(f) 7 day yield (Effective) (CMP)
(g) Average weighted maturity
(h) Net Asset Value (NAV)
(i) Size of the fund (Total Net Assets of the Fund)
(j) Shares outstanding
(k) Daily Income Factor
2. In Addition the following information is required on a periodic basis.
a) Prospectus in .PDF format for dissemination on XxxxxxxxXxxxx.xxx
Semi-Annual. Upon the event that there is a change to the prospectus, those
changes will be promptly forwarded to the Client in .PDF format.
b) Portfolio holdings - Monthly
Allocation between asset types (e.g. CP, Repo, Agencies, Corps,
Treasuries, etc.)
Portfolio quality (distribution and average)
Maturity (distribution among ranges, e.g. 1 day, 2-10, 11-30, etc.)
c) Fund description - Semi-annually or when changes occur
d) Fees - Immediately upon any change.
e) Company Info Clip - Updates will be made semi-annually or on an as needed
basis
(i) Assets Under Management
(ii) Incorporation Date
(iii) Publicly Traded Date
(iv) Exchange Symbol
(v) General Description of the company
(vi) Corporate logo bitmap/icon for use on XxxxxxxxXxxxx.xxx
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