Exhibit (h)(41)
Sub-Transfer Agency Agreement dated as of December 1, 2001 between American
General Retirement Services Co., Banc One Investment Advisors Corporation, and
One Group Mutual Funds.
SUB TRANSFER AGENCY AGREEMENT
AGREEMENT made as of December 1, 2001 by and between American General
Retirement Services Company ("Recordkeeper"), Banc One Investment Advisors
Corporation ("BOIA") 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 Recordkeeping to perform certain
Recordkeeping and accounting services and functions with respect to transactions
in Trust shares ("Shares") made by or on behalf of participants in certain
defined contribution employee benefit or retirement plans, and with respect to
holdings of Shares maintained by or on behalf of such participants, when with
respect to the Trust such plans maintain with the Trust'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 Trust, the Recordkeeper agrees to
perform recordkeeping and account services and functions with respect to
transactions in Shares made by or on behalf of participants in the Plan
("Participants"), and with respect to holding of Shares maintained by or on
behalf of participants, when with respect to the Trust the Plan maintains with
the Transfer Agent plan level shareholder accounts. 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 Plan and/or its Participants periodic account
statements indicating the number of shares of the Trust owned by or for the
benefit of Participants and purchases, redemptions and exchanges made on
behalf of Participants.
C. With respect to the Plan, aggregate all purchase, redemption and
exchange orders made by or on behalf of the Plan's Participants 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 Participants 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
The Recordkeeper shall be deemed the agent of the Trust for the sole and
limited purpose of receiving purchase redemption and exchange orders from
Participants 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
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. 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, it is not a "fiduciary" of any Plan as such term
defined in Section 3(21) of the Employment Retirement Income Security Act
of 1974, as amended ("ERISA"), and Section 4975 the Internal Revenue Code
of 1986, amended (the ""ode"): and the receipt of any fees by it from the
Trust, and the corresponding reduction of fees payable to the Recordkeeper
by the Plan (or by the P1an 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 Code.
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 One Group
Mutual Funds as soon as is practicable after commencement of this
Agreement.
4 Records and Reporting
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 Participants; written communications regarding the Trust to or from
participants; 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. The
Recordkeeper agrees that, with respect to the Plans regarding which it is
providing services under this Agreement, the Recordkeeper will permit the Trust,
the Transfer Agent, or their representatives to have; reasonable access to it
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 Trust, unless applicable law or regulation otherwise
requires.
5. Ability to Provide Services
The Recordkeeper agrees to notify the Trust promptly if for any reason it is
unable to perform its obligations under this Agreement.
6. Compensation
A. In consideration of performance of the services by the Recordkeeper
hereunder, the Trust or BOIA will compensate the Recordkeeper .20 percent
per annum based on the average asset amount invested in the Trust as to
which the Trust, BOIA and the Recordkeeper agree from time-to-time in
writing. The Trust shall pay a portion of the fee equivalent $18.00 per
account annually. Any portion of the fee in excess of the equivalent of
this amount shall be paid by BOIA.
B. The Recordkeeper will permit the Trust and their representatives
(including counsel and independent accounts) with 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.
C. The Recordkeeper shall calculate this payment at the end of each
calendar month and shall forward an invoice to the Trust, along with the
per fund detail of average assets, the number of accounts and such other
supporting data as may be reasonably requested by the Trust
7. Indemnification
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, 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
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
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
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 Ohio. 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.
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 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.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
ONE GROUP MUTUAL FUNDS (the "Trust")
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Treasurer
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Banc One Investment Advisors Corporation ("BOIA")
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Managing Director
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American General Retirement Services Company ("Recordkeeper")
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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