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Exhibit (h)(29)
Sub-Transfer Agency Agreement
between
Pershing Division of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
and
One Group Mutual Funds.
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SUB TRANSFER AGENCY AGREEMENT
AGREEMENT made as of ___________________________________________ by and between
the Pershing Division of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
("Recordkeeper") and One Group Mutual Funds (the "Trust").
WHEREAS, the Trust desires to enter into a Sub Transfer Agency Agreement
pursuant to which the Trust will retain the Recordkeeper to perform certain
recordkeeping and accounting services and functions with respect to transactions
in Trust shares ("Shares") made by or on behalf of Client/Shareholders of
Recordkeeper and broker dealer correspondents of Recordkeeper ("Clients") with
respect to holdings of Shares maintained by or on behalf of such Clients, when
with respect to the Trust such plans maintain with the Trust's transfer agent
("Transfer Agent") one or more master shareholder accounts; and
NOW, THEREFORE, in consideration of the following premises and mutual covenants,
the parties agree as follows:
1. Services Provided by The Recordkeeper
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When and to the extent reasonably requested by the Trust, the Recordkeeper
agrees to perform recordkeeping and account services and functions with respect
to transactions in Shares made by or on behalf of Clients, and with respect to
holding of Shares maintained by or on behalf of Clients. To the extent
requested, the Recordkeeper will provide the following services:
A. Maintain separate records for each Client reflecting Shares
purchased, redeemed and exchanged on behalf of such Client and
outstanding balances of Shares owned by or for the benefit of such
Client.
B. Prepare and transmit to Clients periodic account statements
indicating the number of shares of the Trust owned by or for the
benefit of Clients and purchases, redemptions and exchanges made on
behalf of Clients.
C. Aggregate all purchase, redemption and exchange orders made by or on
behalf of the Clients 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 Clients as is
reasonably requested.
E. As agreed upon with the Trust, deliver or arrange for the delivery
of appropriate documentation in connection with orders.
2. Appointment as Agent For Limited Purpose
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The Recordkeeper shall be deemed the agent of the Trust for the sole and limited
purpose of receiving purchase redemption and exchange orders from Clients 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.
3. Representations of Recordkeeper
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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 Trust, the Transfer Agent, the
Trust's prospectuses and applicable law and regulation.
B. At all times during the term of this contract, the Recordkeeper 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 will be provided by the
Recordkeeper to __________________________ as soon as is practicable
after commencement of this Agreement.
4. Records and Reporting
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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
Trust and Clients; written communications regarding the Trust to or from
Clients; 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 Trust, or its
board of Trustees or any governmental body or self-regulatory organization.
Notwithstanding anything herein to the contrary, the Recordkeeper shall not be
required to provide the names and addresses of Clients to the Transfer Agent or
the Trust, unless applicable law or regulation otherwise requires.
5. Ability to Provide Services
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The Recordkeeper agrees to notify the Trust promptly if for any reason it is
unable to perform its obligations under this Agreement.
6. Compensation
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A. In consideration of performance of the services by the Recordkeeper
hereunder, the Trust will compensate the Recordkeeper at the rate of
$15 per client account, payable in quarterly increments in arrears
as of the last business day of each
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quarter or at a rate as to which the Trust and the Recordkeeper
agree from time-to-time in writing.
B. The Recordkeeper will permit the Trust and its representatives
(including counsel and independent accounts) to have reasonable
access to its records to enable the Trust 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
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The Recordkeeper shall indemnify and hold harmless the Trust 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
non-compliance by the Trust with its obligations under this Agreement or the
Trust's negligence or misconduct, as to which the Trust as pertinent, shall
indemnify, hold harmless and defend the Recordkeeper on the same basis as set
forth above.
8. Termination
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This Agreement may be terminated at any time by either parry 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 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 has 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 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 Trust as provided in
the Trust's Agreement and Declaration of Trust.
10. Miscellaneous
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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 New
York. This Agreement supersedes all previous agreements and understandings
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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.
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IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
THE ONE GROUP
By: /s/ Xxxx X. Xxxxxx
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Title: President
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PERSHING DIVISION OF XXXXXXXXX, XXXXXX
& XXXXXXXX SECURITIES CORPORATION
By:_______________________________
Title: Senior Vice President
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