EXHIBIT (10(j)
AGENCY SERVICES AND DELEGATION AGREEMENT
BETWEEN
INVESCO TRUST COMPANY
AND
REGISTRANT
DATED JANUARY 1, 1998
AGENCY AND SERVICES DELEGATION AGREEMENT
AGREEMENT made as of January 1, 1998 by and between INVESCO RETIREMENT PLAN
SERVICES, a division of INVESCO Funds Group, Inc. ("Recordkeeper") and The One
Group-Registered Trademark- (the "Fund Company").
WITNESSETH
WHEREAS, the Fund Company desires to enter into an Agency and Services
Delegation Agreement pursuant to which the Fund Company will retain the
Recordkeeper to perform certain recordkeeping and accounting services and
functions with respect to transactions in shares ("Shares") of series ("Funds")
of the Fund Company made by or on behalf of participants, beneficiaries or plan
sponsors (collectively, "Participants") in certain employee pension benefit
plans as defined in Section 3(2)(A) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") ("Plans"), and with respect to holdings of
Shares maintained by or on behalf of such Participants, when with respect to the
Fund Company such Plans maintain with the Fund Company's transfer agent
("Transfer Agent") a single master shareholder account; and
NOW, THEREFORE, in consideration of the following premises and mutual covenants,
the parties agree as follows:
1. SERVICES PROVIDED BY THE RECORDKEEPER
When and to the extent requested by the Fund Company, the Recordkeeper
agrees to perform recordkeeping and accounting services and functions with
respect to transactions in and holdings of Shares by or on behalf of
Participants in Plans which maintain Plan level shareholder accounts with
the Fund Company's Transfer Agent. To the extent requested, the
Recordkeeper will provide the following services:
A. Maintain separate records for each Participant reflecting Shares
purchased, redeemed and exchanged on behalf of such Participant and
outstanding balances of Shares owned by or for the benefit of such
Participant.
B. Prepare and transmit to each Plan and/or its Participants periodic
account statements indicating the number of Shares of the Fund Company
owned by or for the benefit of Participants and purchases, redemptions
and exchanges made on behalf of Participants.
C. With respect to each Plan, aggregate all purchase, redemption and
exchange instructions ("Instructions") made by or on behalf of the
Plan's Participants and Sponsors and transmit orders ("Orders") based
an such aggregate Instructions to the Transfer Agent for acceptance.
D. Provide to the Fund Company, 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 Participants as is
reasonably requested.
E. As agreed upon with the Fund Company, deliver or arrange for the
delivery of appropriate documentation in connections with Orders.
2. PROVISION OF NET ASSET VALUE.
The Fund Company or its designee shall furnish the Recordkeeper with the
confirmed net asset value ("NAV") information as of the close of trading on
the New York Stock Exchange (generally, 4:00 p.m., Eastern Time ("ET"))
("Market Close") on any day that the Fund Company is open for business
("Business Day"), and dividend and capital gains information as it arises.
The Fund Company or its designee shall use its best efforts to provide such
information by 6:30 p.m., ET on each Business Day.
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3. THE RECORDKEEPERS RECEIPT AND TRANSMISSION OF ORDERS.
A. The Recordkeeper agrees that (i) Orders derived from Participant
Instructions received by the Recordkeeper prior to the Market Close on
any Business Day of the Fund Company, as defined in the Fund Company's
registration statement, ("Day 1") will be electronically transmitted
to the Fund Company by 9:00 p.m., ET that Business Day (such Orders
are referred to as "Day 1 Trades"); and (ii) orders derived from
Instructions received by the Recordkeeper after the Market Close ("Day
2 Trades") on Day 1 will be electronically transmitted to the Fund
Company on the next Business Day following Day 1 ("Day 2").
B. If the Recordkeeper cannot electronically transmit Day 1 Trades by
9:00 p.m. on Day 1, the Recordkeeper will transmit such Orders by
facsimile prior to the Market Open (generally 8:00 a.m.) on Day 2. If
Day 2 Trades cannot be electronically transmitted by 9:00 p.m. on Day
2, the Recordkeeper will transmit such Orders by facsimile prior to
the Market Open on the second business day following Day 1 ("Day 3").
4. PRICING OF ORDERS.
The Fund Company agrees that Day 1 Trades will be effected at the NAV
calculated as of the Market Close on Day 1, provided that such trades are
received by the Fund Company by 9:00 p.m., ET on Day 1 or prior to 8:00
a.m. on Day 2; and Day 2 Trades will be effected at the NAV calculated as
of the Market Close on Day 2, provided they are received by the Fund
Company by 9:00 p.m., ET on Day 2 or prior to 8:00 a.m. on Day 3. The Fund
Company agrees that, consistent with the foregoing, Day 1 Trades will have
been received by the Fund Company prior to the Market Close on Day 1, and
Day 2 trades will have been received by the Fund Company prior to the
Market Close on Day 2 for all purposes, including, without limitation,
effecting distributions.
5. CONFIRMATIONS
The Fund Company will send a confirmation of each Business Day's Order via
electronic transmission or facsimile by Market Close on Day 2 for Day
1Trades received by 8:00 a.m on Day 2.
6. VERIFICATION
Each party shall, as soon as practicable after notification that a report,
confirmations, notification or other information has been transmitted by
the other party via facsimile or other electronic transmission, confirm the
receipt of such report, notification or other information. Such
confirmation shall be in oral, written or electronic format. In the
absence of such confirmation, a party to whom the transmission was sent
shall not be held liable for any failure to act in accordance with the
transmission, and absent evidence to the contrary, the sending party may
not claim that the transmission was received by the other party. Each
party shall promptly notify the other of any errors, omission or
interruptions in, or delay or unavailability of, any such transmission as
promptly as possible.
7. APPOINTMENT AS AGENT FOR LIMITED PURPOSE
The Recordkeeper shall be deemed the agent of the Fund Company for the sole
and limited purpose of receiving purchase, redemption and exchange
Instructions from Participants or Plan sponsors and transmitting
corresponding Orders to the Transfer Agent. Except as provided
specifically herein, neither the Fund Company nor any person to which the
Fund Company may delegate any of its duties hereunder shall be or hold
itself out as an agent of the Transfer Agent or the Fund Company.
8. REPRESENTATIONS OF RECORDKEEPER
The Recordkeeper agrees, represents and warrants that:
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A. It will forward Orders within such time periods and to such parties as
are specified by the Fund Company, the Transfer Agent, the Fund
Company's prospectuses and applicable law and regulation.
B. If and to the extent required under applicable federal and state
securities laws and regulations, it is duly registered pursuant to
such laws and regulations; and the receipt of any fees by it from the
Fund Company, and the corresponding reduction of fees payable to the
Recordkeeper by the Plan (or by the Plan sponsor, according to
Recordkeeper's agreement with the Plan) will not constitute a
"prohibited transaction" for purposes of Title I of ERISA, and section
4975 of the Internal Revenue Code of 1986, as amended.
C. 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 the Fund Company as soon as is practicable after
commencement of this agreement.
9. RECORDS AND REPORTING
A. The Recordkeeper will maintain and preserve all records as required by
the Investment Company Act of 1940 (the "1940 Act"), as amended, and
the rules thereunder, in connection with its provision of services
under this Agreement. All records maintained by the Recordkeeper
hereunder shall be made available in accordance with the 1940 Act and
the rules thereunder. Upon the reasonable request of the Fund Company
and at its sole reasonable expense, the Transfer Agent, or the
independent accountants for the Fund Company, the Recordkeeper will
promptly provide copies, or originals if required, of (i) historical
records relating to transactions involving the Fund Company and
Participants; (ii) written communications regarding the Fund Company
to or from Participants; (iii) 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 Fund Company or its board of
Trustees or any governmental body or self-regulatory organization.
B. The Recordkeeper agrees that, with respect to the Plans for which it
is providing services under this Agreement, the Recordkeeper will
permit the Fund Company, the Transfer Agent, or their representatives,
to have reasonable access to its personnel and records in order to
facilitate the monitoring of the quality of the services provided by
the Recordkeeper. Notwithstanding anything herein to the contrary,
the Recordkeeper shall not be required to provide the names and
addresses of Participants to the Transfer Agent or the Fund Company,
unless applicable law or regulation otherwise requires.
C. This Section 9 shall survive termination of this Agreement.
10. ABILITY TO PROVIDE SERVICES
The Recordkeeper agrees to notify the Fund Company promptly if for any
reason it is unable to perform its obligations under this Agreement.
11. COMPENSATION
A. In consideration of performance of the services by the Recordkeeper
hereunder, the Fund Company will compensate the Recordkeeper per
calendar quarter at a rate of one dollar and twenty-five cents ($1.25)
per participant account per Fund with a balance at each calendar
quarter end not to exceed three Funds per participant, or as to which
the Fund Company and the Recordkeeper shall agree from time-to-time in
writing. Said compensation will commence with the calendar quarter
ending June 30, 1998.
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B. The Recordkeeper will permit the Fund Company and its representatives
(including counsel and independent accountants) at its sole cost,
reasonable access to its records to enable the Fund Company 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.
12. INDEMNIFICATION
The Recordkeeper shall indemnify and hold harmless the Fund Company 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 noncompliance by the Fund Company with its obligations under this
Agreement, including the late or inaccurate provision of NAV information,
as to which the Fund Company as pertinent, shall indemnify, hold harmless
and defend the Recordkeeper and its directors, officers, employees,
shareholders, partners and agents, on the same basis as set forth above.
This Section 12 shall survive termination of this Agreement.
13. TERMINATION
The Fund Company will provide the Recordkeeper with ninety (90) days prior
written notice if purchase Orders may no longer be effected in accordance
with this Agreement. Such termination shall not affect the remaining
provisions of this Agreement and redemption Orders shall continue to be
effected. Either party may terminate this Agreement upon ninety (90) day's
prior written agreement to the Fund Company.
14. LIMITATION OF LIABILITY OF TRUSTEES, DIRECTORS AND SHAREHOLDERS
It is expressly agreed that the obligations of the Fund Company and the
Recordkeeper hereunder shall not be binding upon any of the Trustees,
directors, shareholders, nominees, officers, agents or employees of the
Fund Company and the Recordkeeper personally, but shall bind only the Fund
Company or the Recordkeeper. The execution and delivery of this Agreement
have been authorized by the Trustees of the Fund Company and the directors
of the Recordkeeper, and this Agreement has been signed and delivered by an
authorized officer of the Fund Company and the Recordkeeper, acting as
such, and neither such authorization by the Trustees of the Fund Company or
the Directors of the Recordkeeper, 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
Fund Company as provided in the Fund Company's Agreement and Declaration of
Trust and the Recordkeeper.
15. NOTICES. Unless otherwise specified, all notices and other communications
shall be in writing and shall be duly given if hand delivered, delivered by
facsimile with written confirmation, or mailed by first class mail to the
following addresses:
IF TO THE FUND COMPANY:
The One Group
Attn: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
IF TO THE RECORDKEEPER:
INVESCO RETIREMENT PLAN SERVICES
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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16. SEVERABILITY. If any provision of this Agreement are held or made invalid
by a statute, rule, regulation , decision of a tribunal or otherwise, the
remainder of this Agreement shall not be affected and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the state
of Ohio, except as such laws are superseded by or preempted by any Federal
law.
18. ASSIGNMENT. This Agreement may not be assigned by either party without the
prior written consent of the other party.
19. DISPUTE RESOLUTION AND ARBITRATION. Any controversy or claim arising out of
or relating to this Agreement, or the breach of the same which gives rise
to a remedy at law, shall be settled through consultation and negotiation
in good faith and a spirit of mutual cooperation. However, if those
attempts fail, the parties agree that any misunderstandings or disputes
arising from this Agreement shall be decided by arbitration which shall be
conducted, upon request by either party, before three (3) arbitrators
(unless both parties agree on one (1) arbitrator) designated by the
American Arbitration Association (the "AAA"), in accordance with the terms
of the Commercial Arbitration Rules of the AAA, and, to the maximum extent
applicable, the United States Arbitration Act (Title 9 of the United States
Code), or if such Act is not applicable, any substantially equivalent Ohio
state law. The parties further agree that the arbitrator(s) will decide
which party must bear the expenses of the arbitration proceedings. The
arbitration will take place in Columbus, Ohio.
20. ENTIRE AGREEMENT. This Agreement represents the entire agreement between
the parties, supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, and shall not be modified or
amended except by a writing signed by both parties.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
THE ONE GROUP-Registered Trademark- INVESCO RETIREMENT PLAN SERVICES, a
division of INVESCO Fund Services,
Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: President Title: Chief Executive Office
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