Exhibit (13)(d)
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of December, 1995 among The One Group-
Registered Trademark- Services Company (the "Administrator"), an Ohio
corporation having its principal place of business at ▇▇▇▇ ▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; BANC ONE INVESTMENT ADVISORS CORPORATION (the "Sub-
Administrator"), an Ohio corporation having its principal place of business at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; and The One Group (the "Trust"),
a Massachusetts business trust maintaining its principal place of business as
provided herein. Capitalized terms not otherwise defined herein have the
meaning given such terms in the Management and Administration Agreement dated
December 1, 1995, as amended, between the Administrator and the Trust (the
"Management and Administration Agreement").
WHEREAS, the Administrator has entered into a Management and Administration
Agreement with the Trust concerning the provision of management and
administrative services for the investment portfolios of the Trust identified on
Schedule A hereto, as such Schedule shall be amended from time to time
(individually referred to herein as a "Fund" and collectively as the "Funds");
and
WHEREAS, the Trust desires the Administrator to retain the Sub-
Administrator to perform administrative services with respect to each Fund and
the Sub-Administrator 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:
l. SERVICES AS SUB-ADMINISTRATOR. As provided herein, the Sub-
Administrator will perform the following duties in accordance with all
applicable laws and regulations:
(i) assist the Trust in the supervision of all aspects of the
operations of the Funds except those performed by the investment
adviser for the Funds under its Investment Advisory Agreement,
the custodian for the Funds under its Custodian Agreement, and
the transfer agent for the Funds under its Transfer Agency
Agreement and the fund accountant under its Fund Accounting
Agreement between the Administrator and the Trust dated December
l, 1995, as amended (the "Fund Accounting Agreement");
(ii) maintain office facilities (which may be in the office of Sub-
Administrator or an affiliate but shall be in such location as
the Trust shall reasonably determine);
(iii) furnish statistical and research data clerical, accounting and
bookkeeping services, except for those services provided
pursuant to the terms of the Fund Accounting Agreement, and
stationery and office supplies;
(iv) prepare the periodic reports to the Securities and Exchange
Commission on Form N-SAR or any replacement forms thereto;
(v) compile data for, prepare for execution by the Funds and file
(after review by the Trust's auditors) all the Funds' federal
and state tax returns and required tax filings other than those
required to be made by the Trust's Custodian and transfer agent;
(vi) prepare and file compliance filings pursuant to state securities
laws with the advice of the Trust's counsel and coordinate with
the transfer agent to monitor the sale of the Funds' shares;
(vii) assist the Trust to the extent requested by the Trust in the
preparation, mailing, and filing of the Trust's Annual and Semi-
Annual Reports to Shareholders and its Registration Statements;
(viii)prepare and file timely Notices to the Securities and Exchange
Commission required pursuant to Rule 24f-2 under the Investment
Company Act of 1940 (the "1940 Act")
(ix) prepare and file with the Securities and Exchange Commission all
Registration Statements on Form N-lA and all amendments thereto
with the advice of Trust's counsel;
(x) prepare and file with the Securities and Exchange Commission
Proxy Statements and related documents with the advice of
Trust's counsel and coordinate the distribution of such
documents;
(xi) provide Trustee Board meeting support, including the preparation
of documents related thereto; and
(xii) provide shareholder services to the Trust.
The Sub-Administrator will keep and maintain all books and records relating
to its services in accordance with Rule 31a-1 under the 1940 Act.
3. COMPENSATION.
on an annual basis to 3.4 one-hundredths of one percent (0.034%) of
the average daily net assets of each Multiple Class Fund and five one
hundredths of one percent (0.050%) of each Single Class Fund, in each
case computed daily and paid monthly on the business day following
receipt by the Administrator of its fee under the Administration
Agreement, unless a lower percentage is due under Schedule A of the
Management and Administration Agreement. The Administrator shall
receive all of the fees pursuant to the Management and Administration
Agreement during the Transition Period.
(i) REMAINDER OF TERM OF THE SUB-ADMINISTRATOR. The Administrator
shall receive all the fees pursuant to the Management and
Administration Agreement for each month. In each such month, the
total amount of the fee for said month under the Management and
Administration Agreement
for the Multiple-Class Funds shall be expressed upon payment in
terms of an annual rate of one-hundredths of one percent of the
average daily net asset value of the Multiple-Class Funds (the
"Blended Management and Administration Rate"). The Administrator
shall pay the Sub-Administrator for the services provided under
this Agreement in each month following the Transition Period the
fees provided below, in each case computed daily and paid monthly
on the business day following receipt by the Administrator of its
fee under the Management and Administration Agreement, unless a
lower percentage is due under schedule A of the Management and
Administration Agreement.
(A) SINGLE CLASS FUNDS. FOR EACH MONTH, THE SUB-ADMINISTRATOR'S FEE WITH
RESPECT TO THE SINGLE CLASS FUNDS SHALL CONSIST OF an amount equal on
an annual basis to five one hundredths of one percent (0.05%) of the
average daily net assets of each Single Class Fund.
(B) MULTIPLE-CLASS FUNDS.
(a) Months During Which Assets Are Nine Billion Dollars or Less. For
each month during which average daily net assets are at or below
$9,000,000,000, the Sub-Administrator's fee with respect to
Multiple-Class Funds shall consist of an amount equal on an
annual basis to that calculated by reference to the Blended
Management and Administration Rate, as reduced by an amount equal
on an annual basis to eleven one hundredths of one percent
(.11%);
(b) MONTHS DURING WHICH ASSETS EXCEED NINE BILLION DOLLARS. For each
month, during which average daily net assets exceed
$9,000,000,000, the amount of such assets over $9,000,000,000
shall be known as the "Overage Amount." In such a month, the Sub-
Administrator's fee with respect to Multiple-Class Funds shall
consist of the following three components:
(I) an amount equal on an annual basis to 5.8 one hundredths of
one percent (.058%) of $9,000,000,000;
(II) an amount equal on an annual basis to 5.9 one hundredths of
one percent (.059%) of one half of the Overage Amount; and
(III) an amount equal on an annual basis to the product produced
by multiplying one half of the Overage Amount by the
Blended Management and Administration Rate as reduced by an
amount equal on an annual basis to eleven one hundredths of
one percent (.1l%).
4. EFFECTIVE DATE. This Agreement shall become effective with respect to
a Fund as of December 1, 1995 (or, if a particular Fund is not in existence on
that date, on the date
specified in the amendment to Schedule A to this Agreement relating to such Fund
or, if no date is specified, the date on which such amendment is executed) (the
"Effective Date")
5. TERM. This Agreement shall continue in effect with respect to a Fund,
unless earlier terminated by either party hereto as provided hereunder, for the
period from the Effective Date through November 30, 1996 and shall be renewed
automatically for any additional period for which the Management and
Administration Agreement is renewed. This Agreement is terminable with respect
to a particular Fund only upon mutual agreement of all the parties hereto or for
"cause" (as defined below) by the party alleging "cause," in either case on not
less than sixty days' notice by the Trust's Board of Trustees or by the
Administrator.
For purposes of this Agreement, "cause," shall mean (i) willful
misfeasance, bad faith, gross negligence, abandonment, or reckless disregard on
the part of either party with respect to its obligations and duties set forth
herein; (ii) regulatory, administrative, or judicial action initiated against
either party with regard to the violation of any rule, regulation. order, or
law; (iii) the dissolution or liquidation of either party or other cessation of
business other than a reorganization or recapitalization of such party as an
ongoing business; (iv) financial difficulties on the part of either party 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 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 (v) any circumstance which substantially impairs the
performance of either party's obligations and duties as contemplated herein.
6. (a) STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION. The Administrator shall not be liable to the Trust or the Sub-
Administrator with respect to services to be provided by the Sub-Administrator
hereunder nor for any breach by the Sub-Administrator of any of the terms and
conditions hereunder. The Sub-Administrator shall use its best efforts to
insure the accuracy of all services performed under this Agreement, but shall
not be liable to the Trust for any action taken or omitted by the Sub-
Administrator in the absence of bad faith, willful misfeasance, negligence or
from a reckless disregard by it of its obligations and duties. The
Administrator agrees to indemnify and hold harmless the Sub-Administrator, its
employees, agents, directors, officers and nominees from and against any and all
liabilities or expenses, including but not limited to attorney fees, in
connection with any claims or regulatory actions based upon reasonable reliance
on written information or records with respect to a Fund given to the Sub-
Administrator by a duly authorized representative of the Administrator, Fund
Accountant, or Distributor; provided that this indemnification shall not apply
to actions or omissions of the Sub-Administrator 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, the Sub-
Administrator shall give the Administrator written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of the
Sub-Administrator.
(b) The Sub-Administrator agrees to indemnify the Administrator, its
employees, agents, directors, officers, affiliates and nominees (collectively,
the "Administrator Indemnified Parties") from and against any and all
liabilities and expenses, including but not limited to attorney fees
(collectively, "Liabilities"), in connection with any claims or regulatory
actions based on acts or failures to act in connection with or relating to this
Agreement or the Management and Administration Agreement except for claims or
actions due to the Administrator's negligence, bad faith, willful misfeasance or
reckless disregard of its obligations and duties under this Agreement or the
Administration Agreement.
8. RECORD RETENTION AND CONFIDENTIALITY. The Sub-Administrator shall keep
and maintain on behalf of the Trust all books and records which the Trust and
the Sub-Administrator are, or may be, required to keep and maintain in
connection with the services to be provided hereunder pursuant to any applicable
statutes, rules and regulations, including without limitation Rules 31 a-1 and
31a-2 under the 1940 Act. The Sub-Administrator 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, by the Administrator, or by duly
authorized regulatory agencies 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. The Sub-Administrator further agrees
to turn over such books and records upon demand by the Administrator and/or the
Trust. If not so turned over to the Trust, such document and records will be
retained by the Sub-Administrator as described above pursuant to applicable law.
At the end of any prescribed 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.
9. UNCONTROLLABLE EVENTS. The Sub-Administrator 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. RIGHTS OF OWNERSHIP. All computer programs and procedures developed to
perform the services to be provided by the Administrator under this Agreement
and the Management and Administration Agreement are the property of the
Administrator. All computer programs and procedures developed to perform the
services to be provided by the Sub-Administrator under this Agreement are the
property of the Sub-Administrator. 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 Administrator and/or the
Trust in appropriate form as soon as practicable after termination of this
Agreement for any reason.
11. REPRESENTATIONS OF THE ADMINISTRATOR. The Administrator represents
and warrants that this Agreement has been duly authorized by the Administrator
and, when executed and delivered by the Administrator, will constitute a legal,
valid and binding obligation of the Administrator, enforceable against the
Administrator in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
rights and remedies of creditors and secured parties.
12. REPRESENTATIONS OF THE SUB-ADMINISTRATOR. The Sub-Administrator
represents and warrants that this Agreement has been duly authorized by the Sub-
Administrator and, when executed and delivered by the Sub-Administrator, shall
constitute a legal, valid and binding obligation of the Sub-Administrator,
enforceable against the Sub-Administrator 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.
The Sub-Administrator further represents and warrants that it is duly qualified
and has the capabilities to
competently perform the duties and responsibilities it has agreed to perform
pursuant to this Agreement.
13. REPRESENTATIONS OF THE TRUST. The Trust represents and warrants that
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. NOTICES. Any notice provided hereunder shall be sufficiently given
when sent by registered or certified mail to the Administrator at the following
address: (TITLE), ▇▇▇▇ ▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; to the
Sub-Administrator at the following address: (TITLE), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; to the Trust at the following address: (TITLE), - ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, or at such other address as any
party may from time to time specify in writing to the other parties pursuant to
this Section.
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. USE OF AGENTS. The Sub-Administrator may employ agents of its choice
to assist it in the performance of its duties under this Agreement including,
but not limited to, parties (including the Administrator or any affiliate, or
successor thereto) who currently provide services to the Trust. If the Sub-
Administrator employs any agents, the Sub-Administrator shall be solely
responsible for the acts or omissions of such agents and the Administrator shall
not be liable for any acts or omissions of such agents.
17. GOVERNING LAW. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of the State of Ohio. The name
"The One Group-Registered Trademark-" and "Trustees of The One Group-Registered
Trademark-" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated May 23, 1985 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 "The One Group-
Registered Trademark-" 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 and/or class of Shares of the Trust must
look solely to the assets of the Trust belonging to such series and/or class for
the enforcement of any claims against the Trust.
18. ASSIGNMENT. Each of the Management and Administration Agreement and
this Agreement shall be void in the case of its Assignment (as that term is used
in the Investment Company Act of 1940) absent the consent of the Trust to such
Assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
[SEAL) THE ONE GROUP-Registered Trademark- SERVICES COMPANY
By: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Executive Vice President
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BANC ONE INVESTMENT ADVISORS CORPORATION
By: ▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Financial Officer
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THE ONE GROUP-Registered Trademark-
By: ▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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Dated: December 1, 1995
SCHEDULE A
TO THE SUB -ADMINISTRATION AGREEMENT AMONG
THE ONE GROUP-Registered Trademark- SERVICES COMPANY
BANC ONE INVESTMENT ADVISORS CORPORATION,
AND THE ONE GROUP-Registered Trademark-
NAME OF FUND
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U.S. Treasury Securities Money Market Fund
Prime Money Market Fund
Municipal Money Market Fund
Ohio Municipal Money Market Fund
Income Equity Fund
Disciplined Value Fund
Small Company Growth Fund
Blue Chip Equity Fund
International Equity Index Fund
Equity Index Fund
Large Company Value Fund
Large Company Growth Fund
Asset Allocation Fund
Income Bond Fund
Limited Volatility Bond Fund
Intermediate Bond Fund
Government Bond Fund
Government ARM Fund
Short-Term Global Bond Fund
Tax-Free Bond Fund
Intermediate Tax-Free Bond Fund
Ohio Municipal Bond Fund
Texas Tax-free Bond Fund
West Virginia Tax-Free Bond Fund
Kentucky Municipal Bond Fund
Arizona Tax-Free Bond Fund
Treasury Money Market Fund
Treasury Only Money Market Fund
Government Money Market Fund
Tax Exempt Money Market Fund
Institutional Prime Money Market Fund
THE ONE GROUP-Registered Trademark- BANC ONE INVESTMENT ADVISORS
SERVICES COMPANY CORPORATION
By: ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇▇
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Title: Executive Vice President Title: Chief Financial Officer
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THE ONE GROUP-Registered Trademark-
By: ▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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