Exhibit (h)(93)
OMNIBUS SUBACCOUNTING AGREEMENT
AGREEMENT made as of July 3, 2003 by and between Pershing LLC ("Pershing")
and One Group Mutual Funds ("One Group").
WHEREAS, each of the investment companies listed on Schedule A hereto, as
such Schedule may be amended from time to time (collectively, the "Funds", and
each a "Fund"), is a a series of an investment company registered under the
Investment Company Act of 1940, as amended; and
WHEREAS, Pershing is registered under the Securities Exchange Act of 1934,
as amended, as a Broker-Dealer; and
WHEREAS, Pershing has entered into a fully disclosed clearing agreement
with introducing broker dealers ("IBDs"); and
WHEREAS, Pershing has entered into an agreement with One Group Dealer
Services, Inc., One Group's distributor, pursuant to which it sells shares of
the Funds to customers of the IBDs; and
WHEREAS, for the convenience of its customers Pershing is the record owner
of such shares and maintains one or more omnibus accounts with each of the Funds
which represent multiple customers of Pershing and its IBDs; and
WHEREAS, Pershing tracks the beneficial ownership of such shares and
distributes dividends and shareholder information and performs other services
for its customers' benefit as set forth on Schedule B (collectively, the
"Services"); and
WHEREAS, the Funds receive a direct benefit from Pershing performing the
Services that the Funds would otherwise perform, or have performed, on behalf of
such customers.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto agrees, as follows:
1. Performance of Services. Pershing agrees to perform the Services
specified on Schedule B for the benefit of the shareholders of the
Funds maintaining shares of any of such Funds in brokerage accounts
with Pershing and its IBDs and whose shares are included in the
omnibus accounts referred to above (each a "Customer" and
collectively, the "Customers"). One Group agrees to perform the
activities specified on Schedule D.
2. Maintenance of Records. Pershing agrees that it will maintain and
preserve all records as required by law to be maintained and preserved
in connection with providing the Services, and will otherwise comply
with all laws, rules, and regulations applicable to the Services. Upon
reasonable request of One Group, Pershing will arrange access to its
facilities and shall provide copies of all the historical records
relating to transactions in shares of the Funds on behalf of the
Customer accounts, and other related materials, as are maintained by
Pershing in the ordinary course of its business to enable One Group or
its representatives to: (a) monitor and review the Services, (b)
comply with any request of a government body or self-regulatory
organization or a shareholder, (c) verify compliance by Pershing with
the terms of this Agreement, or (d) make required regulatory reports,
or (e) Pershing agrees to provide One Group with the name and CRD
number of any new IBD no less than 10 business days prior to allowing
such new IBD to place orders for Fund shares. If One Group determines
that there is not an appropriate agreement in force with IBD
(Non-Complying IBD), One Group will inform Pershing that no trades can
be accepted from the Non-Complying IBD until an appropriate agreement
is in full force and effect, at which time One Group will notify
Pershing that trades may be accepted. Pershing agrees not to accept
trades from a Non-Complying IBD until so notified by One Group.
Pershing agrees that it will permit One Group or such representatives
to have reasonable access to its personnel and records in order to
facilitate the monitoring of the quality of the Services.
Notwithstanding this provision, it is understood and agreed that the
names and addresses of Pershing's customers (including the Customers)
are the exclusive property of Pershing and IBDs.
3. Confidentiality. One Group agrees that it and its representatives
given access to Pershing's facilities and/or records in accordance
with Paragraph 2 hereto shall treat all records and any information
obtained in connection with access to Pershing's facilities as
confidential and shall not disclose information contained therein
except as permitted under Paragraph 2. All such records and
information maintained by Pershing and its affiliates in connection
with this Agreement are the exclusive property of Pershing and its
IBDs and shall remain so notwithstanding any release thereof in
accordance with the terms of this Agreement. No person having access
to such records or information may use such records or information to
solicit, directly or indirectly, any customer of Pershing or any
customer of its IBDs for any purpose. The provisions of Sections 2 and
3 shall survive the termination of this Agreement.
4. Fees. In consideration of the Services provided hereunder, One Group
shall pay to Pershing the amounts set forth in Schedule C hereto
("Service Fees"). Payment shall be prorated and payable quarterly, in
arrears, based on the number of open positions with balances in
existence on the last day of the previous calendar quarter. Service
Fees due under this Agreement shall be due and paid on or before the
thirtieth (30th) calendar day after receipt by One Group of an invoice
from Pershing (the "Due Date"), which invoice shall include an
enumeration of the open customer accounts underlying the omnibus
account by CUSIP number with respect
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to which Pershing is eligible to receive the Service Fees.
Notwithstanding anything herein to the contrary, One Group shall
notify Pershing in writing (which shall include requests sent via
electronic means) on or before the Due Date of any charges that it is
disputing in good faith. Payment for such disputed charges only shall
be due on or before the close of the fifth (5th) business day after
the day on which One Group accepts the charges as appropriate.
5. Indemnification; Liability.
(a) Pershing shall indemnify and hold harmless One Group and each of its
directors, officers, employees and agents from and against any and all
direct claims, demands, actions, losses, damages, liabilities, costs,
charges and expenses of any nature ("Losses") that One Group may incur
(including, without limitation, reasonable attorneys' fees and
expenses) arising out of the non-performance of Pershing of its
responsibilities under this Agreement, except to the extent any such
losses are caused, or contributed to, by One Group. One Group shall
indemnify and hold harmless Pershing and each of its directors,
officers, employees and agents from any and all direct Losses that
Pershing may incur (including, without limitation, reasonable
attorneys' fees and expenses) arising out of (i) any claim relating to
misrepresentation or omission in any prospectus or supplement thereto,
SAI, registration statement, annual report, proxy statement or other
documentation relating to the Fund, or in any advertising or related
material or information provided or approved by One Group or any Fund,
or (ii) the non-performance of One Group of its responsibilities under
this Agreement, except to the extent such losses are caused, or
contributed to, by Pershing.
(b) Promptly, but in no event later than thirty days after the receipt by
any party (the "Indemnitee") of notice of any claim, determination,
suit or cause of action with respect to which the other party (the
"Indemnifying Party") is obligated to provide indemnification pursuant
to this Section 5, the Indemnitee shall give the Indemnifying Party
written notice thereof and the Indemnifying Party shall be entitled to
assume control of the defense and the negotiations, if any, regarding
settlement of the matter. If the Indemnifying Party assumes such
control, the Indemnitee shall be entitled to participate in the
defense and negotiations of such matter at its own expense. The
parties agree to cooperate in such negotiations, defense or settlement
and to give each other full access to any information relevant
thereto. The Indemnitee shall not enter into any settlement of such
matter without the written consent of the Indemnifying Party, which
consent shall not be unreasonably withheld or delayed, and the
Indemnifying Party shall not be obligated to indemnify the Indemnitee
for any settlement entered into without the written consent of the
Indemnifying Party. If the consent of the Indemnitee is required to
effectuate any settlement and the Indemnitee refuses to consent to any
settlement negotiated by the Indemnifying Party, then the liability of
the Indemnifying Party for losses arising out of or due to such matter
shall be limited to the amount of the rejected proposed settlement.
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(c) Except in the case of its negligence or willful misconduct, or as
provided in Item 12 on Schedule B, Pershing's liability hereunder is
limited to the amounts paid hereunder to Pershing by One Group as
Service Fees during the 12 month period immediately prior to the event
for which recovery from Pershing is being sought. IN NO EVENT AND
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY UNDER THIS AGREEEMNT BE
LIABLE TO ANY PERSON, INCLUDING WITHOUT LIMITATION THE OTHER PARTY,
FOR PUNITIVE, CONSEQUENTIAL, INDIRECT OR OTHER SPECIAL DAMAGES UNDER
ANY PROVISION OF THIS AGREEMENT OR FOR ANY ACT; OR FAILURE TO ACT
HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
(d) Neither party shall be in default by reason of any failure in
performance of this Agreement in accordance with its terms (other than
a required payment of money -- unless the banking system is closed) if
such failure arises out of causes beyond the control and without the
fault or negligence of such party. Such causes may include, but are
not restricted to, acts of God or of a public enemy, war, terrorism,
acts of the government in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes,
work stoppages, freight embargoes, failures or shortages of equipment,
utilities or communications, and unusually severe weather.
(e) The provisions of this Section 5 shall survive the termination of this
Agreement.
6. Termination. This Agreement may be terminated, without penalty, at any
time by Pershing or One Group in whole, or in part with respect to one
or more of the Funds, upon 60 days written notice to the other party.
However, in the event of termination of this Agreement by Pershing,
Pershing shall be responsible for making alternative service provider
recommendations reasonably acceptable to One Group and the Funds for
the replacement of the services provided under this Agreement . One
Group and the Funds agree to enter into a written agreement with at
least one of the recommended service providers to perform replacement
services at the service provider(s)' negotiated rate for such
services. Alternative arrangements must be in place before Pershing is
relieved of its obligations under this Agreement and Pershing shall be
responsible for expenses related to the transfer of such accounts from
Pershing to the alternate service provider.
7. Entire Agreement. This Agreement, including its Schedules, constitutes
the entire agreement between the parties with respect to the matters
dealt with herein, and supersedes any previous agreements and
documents with respect to such matters.
8. Notice. All communications under this Agreement shall be written and
sent to Pershing at Pershing's offices at Xxx Xxxxxxxx Xxxxx, Xxxxxx
Xxxx, XX 00000 and to
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One Group at the address provided at the end of this Agreement. Notice
shall be deemed to have been given on the date it was delivered
personally to the other party or any officer or was either received by
express delivery or telecopy (with receipt) by the other party at its
address specified in this Agreement. Either party may change the
address to which communications to it shall be sent by giving notice
thereof in accordance with this provision.
9. Amendments. This Agreement may be amended unilaterally, at any time
and from time to time, to add or remove Fund(s) to Schedule A by
delivery to Pershing of a new Schedule A containing the names of
additional Funds. Subject to the foregoing, this Agreement may only be
amended by an agreement in writing signed by both parties.
10. Assignment. The rights and obligations of One Group hereunder may be
assigned without the prior written consent of Pershing. The rights and
liabilities of Pershing hereunder shall not be assigned without the
prior written consent of One Group which consent shall not be
unreasonably withheld except that this Agreement and the rights and
liabilities thereof may be assigned by Pershing to an affiliate
without such consent. Subject to the foregoing, this Agreement shall
be binding on and inure to the benefit of the respective successors
and assigns of the parties hereto.
11. Governing Law. This Agreement shall be governed by the laws of the
State of New York, excluding that body of law applicable to choice of
law.
12. Use of Trademarks and Names. Neither party shall use the registered
trademarks, service marks, logos, names or any other proprietary
designations of the other party without that party's prior written
approval.
13. Relationship of the Parties. The parties agree that in performing
their responsibilities pursuant to this Agreement they are in the
position of independent contractors. This Agreement is not intended to
create, nor does it create and shall not be construed to create, a
relationship of partner or joint venturer or any association for
profit between and among the parties.
14. No Third Party Beneficiaries. This Agreement is between the parties
and is not intended to confer any benefits on any third parties
including, but not limited to, Fund shareholders. There are no third
party beneficiaries to this Agreement.
15. Severability. If any provision or condition of this Agreement shall be
held to be invalid or unenforceable by any court or regulatory or
self-regulatory agency or body, all other provisions of this Agreement
shall nevertheless remain in full force and effect.
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16. Anti-Money Laundering. One Group, consistent with its role as a
registered investment company, and Pershing, consistent with its role
as a clearing broker (which may include reasonable reliance on IBDs as
permitted by applicable regulation) will comply with all applicable
laws and regulations aimed at preventing, detecting, and reporting
money laundering and suspicious transactions and will take all
necessary and appropriate steps, consistent with applicable
regulations and generally accepted industry practices, to (i) obtain,
verify, and retain information with regard to investor identification
and (ii) to maintain records of all investor transactions. Pershing
will (but only to the extent consistent with applicable law) take all
steps necessary and appropriate to provide One Group with any
requested information about investors and accounts in the event that
One Group shall request such information due to an inquiry or
investigation by any law enforcement, regulatory, or administrative
authority. To the extent permitted by applicable law and regulations,
Pershing will notify One Group of any concerns that Pershing may have
in connection with any investor in the context of relevant anti-money
laundering legislation/regulations.
17. Limitation of Liability of the Trustees and Shareholders. The names
'One Group Mutual Funds' and 'Trustees of 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 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.
18. Account Conversion.
(a) Costs and expenses related to converting One Group positions on
Pershing's books and records from Level-3 Networking status to
omnibus status will be borne by Pershing. For the avoidance of
doubt, such cost and expenses shall include, but not be limited
to, (i) conversion related charges from One Group's transfer
agent for programming, staffing, oversight, etc., (ii) closed
account charges from One Group's transfer agent up to the fund's
contractural rate (currently $2.10 per closed position)..
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(b) Prior to conversion from Level-3 Networking status to omnibus
status, Pershing will maintain a test omnibus account with One
Group. Conversion to full omnibus status will occur only after
parallel testing and system acceptance by One Group.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.
One Group Mutual Funds
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Print Name: Xxxxxx X. Xxxxx
---------------------------
Title: Vice President
--------------------------------
Address: 0000 Xxxxxxx Xxxxxxx
Xxxxx 0-X/X/X
Xxxxxxxx, XX 00000
------------------------------
PERSHING LLC
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Print Name: Xxxxx X. Xxxxxx
---------------------------
Title: Director July 3, 2003
--------------------------------
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SCHEDULE A
One Group Mutual Funds
As of June ___, 2003
Administrative
FUND Class A Class B Class C Class I Class S Class
---- ------- ------- ------- ------- ------- --------------
1.Small Cap Growth X X X X
-------------------------------------------------------------------------------------------------------------
2.Small Cap Value X X X X
-------------------------------------------------------------------------------------------------------------
3.Mid Cap Growth X X X X
-------------------------------------------------------------------------------------------------------------
4.Mid Cap Value X X X X
-------------------------------------------------------------------------------------------------------------
5.Diversified Mid Cap X X X X
-------------------------------------------------------------------------------------------------------------
6.Large Cap Growth X X X X
-------------------------------------------------------------------------------------------------------------
7.Large Cap Value X X X X
-------------------------------------------------------------------------------------------------------------
8.Equity Income X X X X
-------------------------------------------------------------------------------------------------------------
9.Diversified Equity X X X X
-------------------------------------------------------------------------------------------------------------
10.Balanced X X X X
-------------------------------------------------------------------------------------------------------------
11.Equity Index X X X X
-------------------------------------------------------------------------------------------------------------
00.Xxxxxx Expansion Index X X X X
-------------------------------------------------------------------------------------------------------------
00.Xxxxxxxxxxxxx Equity Index X X X X
-------------------------------------------------------------------------------------------------------------
14.Diversified International X X X X
-------------------------------------------------------------------------------------------------------------
00.Xxxxxx Sciences X X X X
-------------------------------------------------------------------------------------------------------------
16.Ultra Short-Term Bond X X X X
-------------------------------------------------------------------------------------------------------------
17.Short-Term Bond X X X X
-------------------------------------------------------------------------------------------------------------
18.Intermediate Bond X X X X
-------------------------------------------------------------------------------------------------------------
00.Xxxx X X X X
-------------------------------------------------------------------------------------------------------------
20.Income Bond X X X X
-------------------------------------------------------------------------------------------------------------
21.Government Bond X X X X
-------------------------------------------------------------------------------------------------------------
22.Treasury & Agency X X X
-------------------------------------------------------------------------------------------------------------
23.High Yield Bond X X X X
-------------------------------------------------------------------------------------------------------------
24.Short-Term Municipal Bond X X X X
-------------------------------------------------------------------------------------------------------------
25.Intermediate Tax-Free Bond X X X
-------------------------------------------------------------------------------------------------------------
26.Tax-Free Bond X X X
-------------------------------------------------------------------------------------------------------------
27.Municipal Income X X X X
-------------------------------------------------------------------------------------------------------------
28.Arizona Municipal Bond X X X
-------------------------------------------------------------------------------------------------------------
29.Kentucky Municipal Bond X X X
-------------------------------------------------------------------------------------------------------------
30.Louisiana Municipal Bond X X X
-------------------------------------------------------------------------------------------------------------
31.Michigan Municipal Bond X X X
-------------------------------------------------------------------------------------------------------------
32.Ohio Municipal Bond X X X
-------------------------------------------------------------------------------------------------------------
33.West Virginia Municipal Bond X X X
-------------------------------------------------------------------------------------------------------------
Administrative
FUND Class A Class B Class C Class I Class S Class
---- ------- ------- ------- ------- ------- --------------
34.Investor Growth X X X X
-------------------------------------------------------------------------------------------------------------
35.Investor Growth & Income X X X X
-------------------------------------------------------------------------------------------------------------
36.Investor Balanced X X X X
-------------------------------------------------------------------------------------------------------------
37.Investor Conservative Growth X X X X
-------------------------------------------------------------------------------------------------------------
00.Xxxxx Money Market X X X X
-------------------------------------------------------------------------------------------------------------
39.U.S. Treasury Securities Money Market X X X X
-------------------------------------------------------------------------------------------------------------
40.Municipal Money Market X X
-------------------------------------------------------------------------------------------------------------
41.Michigan Municipal Money Market X X
-------------------------------------------------------------------------------------------------------------
42.Ohio Municipal Money Market X X
-------------------------------------------------------------------------------------------------------------
43.U.S. Government Securities Money Market X X
-------------------------------------------------------------------------------------------------------------
44.Institutional Prime Money Market X X X
-------------------------------------------------------------------------------------------------------------
45.Treasury Only Money Market X X X
-------------------------------------------------------------------------------------------------------------
46.Government Money Market X X X
--------------------------------------------------------------------------------------------------------------
00.Xxxxxxxxxx X X X X
-------------------------------------------------------------------------------------------------------------
48.Mortgage-Backed Securities X X
-------------------------------------------------------------------------------------------------------------
00.Xxxxxx Neutral Fund X X X X
-------------------------------------------------------------------------------------------------------------
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SCHEDULE B
Pursuant to the Agreement by and among the parties hereto, Pershing shall
perform the following Services:
1. Maintain separate records for each Customer with respect to each of
the Funds held by such Customer, which records shall reflect shares
purchased and redeemed, including the date and price for all
transactions, and share balances. Pershing shall maintain a separate
omnibus account for each Fund with the transfer agent of the Funds
representing the position of such Customers, and such account shall be
in the name of Pershing or its nominee as the record owner of the
shares owned by such Customers.
2. Transmit to the Funds purchase, redemption and exchange orders on
behalf of each Customer via NSCC. Dividend and capital gain cash
distribution transactions will be treated as separate orders via NSCC,
to be called into One Group as estimates on ex date plus 1 prior to
10:00 am est.
Customer orders for Fund shares must be time stamped and received by
Pershing or IBDs prior to the close of business of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time) on each day that the Funds
are open for business or as provided in the applicable One Group
prospectus. Orders for purchases, exchanges and redemptions must be
received by the Funds via NSCC by 8:00 p.m. Eastern Time on the date
of purchase. Pershing shall make reasonable efforts to ensure that
payment for shares purchased is received by One Group prior to 4:00
p.m. Eastern Time on settlement date, which shall be no later than
three business days after such purchase is made. One Group shall make
reasonable efforts to ensure that payment for shares is received by
Pershing no later than three business days after a redemption is made,
or in accordance with the Fund's prospectus.
3. Prepare and transmit to Customers periodic account statements at least
quarterly, and as frequently as required by law, showing the total
number of shares owned by Customers as of the statement closing date,
purchases and redemptions of Fund shares by Customers during the
period covered by the statement and the dividends and other
distributions paid to Customer during the statement period (whether
paid in cash or reinvested in Fund shares).
4. At One Group's reasonable written request (which shall include
requests sent via electronic means) provide or cause to be provided at
no additional charge to One Group, such information as One Group is
required to send to shareholders under the federal securities laws.
5. Based solely on requirements provided to Pershing in writing by One
Group, provide, or cause to be provided, to the Funds daily and
periodic reports to assist each of the Funds and its distributor in
complying with State Blue Sky requirements.
6. Based solely on requirements provided to Pershing in the One Group
prospectus, calculate the contingent deferred sales charge ("CDSC")
for each affected transaction, and forward, or cause to be forwarded,
such calculations to the Funds on a weekly basis, in a form agreed
upon by both parties. Upon request, Pershing shall supply or cause to
supply documentation supporting CDSC waived transactions to One Group.
7. Prepare, file or transmit federal, state and local government tax
reporting with respect to each Customer account.
8. Prepare reports indicating the identity of the registered
representative and branch location responsible for each transaction,
the dollar amount and number of shares. Reports to be provided to One
Group in the specified format after each nightly cycle on the sub
accounting platform.
9. Disburse or credit to the Customer accounts, and maintain records of,
all proceeds of redemption of shares and all other distributions not
reinvested in shares of the Funds.
10. Pershing will calculate 12b-1 trail commissions in accordance with
written procedures provided by One Group for disbursement to IBDs on a
monthly basis.
11. Based solely on (a) requirements provided to Pershing in the One Group
prospectus and (b) any information provided to Pershing by IBDs, make
reasonable efforts to determine the appropriate front end load for
each Customer. In making this determination, Pershing will consider
only holdings of the applicable Fund by the Customer in accounts
maintained at Pershing, as well as any other holdings identified to
Pershing in writing by IBDs.
12. Use best efforts to process all trade adjustments resulting from a
Pershing or IBD error through the NSCC Corrections facility or by
other systematic means.
13. Based solely on requirements provided to Pershing in the One Group
prospectus, calculate redemption fees for each affected transaction in
Funds assessing a redemption fee, and forward such payments and
calculations to the Funds on a weekly basis, in a form agreed upon by
both parties.
14. Based solely on requirements provided to Pershing in writing by One
Group, support special promotional pricing programs.
15. Provide, or cause to be provided, One Group with Class B and Class C
share lot tracking and transfer history within two (2) business days
of the date of transfer from the Pershing omnibus account.
16. Process Class B to Class A conversions in the manner provided in the
One Group prospectus.
17. Provide annually, at no cost to One Group, a SAS 70 Type II report
relating to Pershing's omnibus processing control environment.
18. Enter into a mutually agreed upon service level agreement designed to
ensure that quality, timeliness and accuracy standards are met.
19. Support fully future One Group enhancements including, but not limited
to, new fund offerings, new share class offerings, changes to existing
commission structures and fund mergers/acquisitions.
20. Provide, or cause to be provided, monthly reporting of assets at the
registered representative level and by asset type, including a full
position file, in the format and delivery specified by One Group.
21. Employ reasonable efforts to enforce One Group's minimum account
balance requirements as disclosed in the appropriate One Group
prospectus
22. Pershing will provide or cause to provide to One Group the following
Class B financing reports by the end of the second business day of
each month.
Distributor Liability Report in aggregate, Distributor Liability by
Lender, Redemption Analysis Report in aggregate, Redemption Analysis
Report by Lender, Cumulative Recap & Shares control sheet
Pershing will wire CDSC money daily to the distributor. In addition a
Redemption Analysis Report will be run on the 15th and the end of each
month. This analysis report will be provided to One Group within 2
business days.
Pershing agrees to work in concert with One Group and be responsible
for reconciling any share or dollar balance discrepancies identified
by One Group or Pershing. If discrepancies are not resolved within 2
weeks of first notification, One Group reserves the right to withhold
any payments owed until such discrepancies are resolved.
SCHEDULE C
Money Market Funds $4.00 per open position.
Variable NAV Funds $16.00 per open position equal to or greater than the fund
minimums as disclosed in the One Group prospectus up to
800,000 open fund (non-money market fund) positions$12.00
per open fund (non-money market fund) position in excess
of 800,000 positions. Money market funds are excluded from
these fund total calculations.
Variable NAV Funds $12.00 per open (non-money market fund ) position less
than the fund minimums as disclosed in the One Group
prospectus.
Closed Accounts $0.00.
SCHEDULE D
Pursuant to the Agreement by and among the parties hereto, One Group shall
perform the following activities:
1. Employ best efforts to prevent all unauthorized manual processing into any
Pershing registered fund accounts. Applicable activity includes, but is not
limited to, transfers, account setup, distribution option changes, and
direct trading. Any manual processing completed without signature
guaranteed instruction from Pershing will, at Pershing's request, be
reversed without liability to Pershing.
2. Provide via One Group prospectus procedures for all Letter of Intent
("LOI") and Rights of Accumulation ("ROA") processing. Any changes in
policy must be communicated in writing at least ten (10) business days
prior to implementation.
3. Employ best efforts to communicate all trade rejects to Pershing via NSCC.
4. Notify Pershing both verbally and in writing of any corporate actions
including but not limited to mergers, liquidations, splits, and name
changes at least ten (10) business days prior to the events' effective
date.
5. Notify Pershing in writing or via the One Group prospectus of all Fund
requirements relating to (a) calculation of contingent deferred sales
charges (see Schedule B (6) above); (b) calculation of Rule 12b-1 trail
commissions (see Schedule B (10) above); and (c) determination of the
appropriate front end load (see Schedule B(11) above).
6. Suppress all 12b 1 payments for the designated street side BIN ("House
Account"). All 12b 1 payments shall be due and paid on or before the tenth
(10th) business day after receipt of the monthly invoice by One Group.
7. Provide all pertinent dividend information to Pershing including, but not
limited to, daily accrual rates on a daily basis, dividend rates, and all
record date/ex-date/payable date information prior to a mutually agreed
upon deadline.
8. Suppress the mailing of all statements, confirms, and marketing material on
the designated street-side BIN ("House Account").
9. Transmit all position files on the second and last Friday of every month.
Create and transmit F75-78 activity (when applicable) on all transfers from
Network Level 3 accounts, excluding the House Account.
10. Employ best efforts to process all manual instructions within two (2)
business days of receipt. The corresponding confirmation or rejection
should be sent via fax or e-mail.
