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Exhibit (8)(f)
Sub-Custodian Agreement dated as of March 19, 1999
between
State Street Bank and Trust Company, NBD Bank
and
One Group Mutual Funds
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SUBCUSTODIAN AGREEMENT
----------------------
This Subcustodian Agreement (the "Agreement") is entered into as of
March , 1999 by and between State Street Bank and Trust Company, a Massachusetts
trust company (the "Custodian"), NBD Bank (the "Subcustodian") and One Group(R)
Mutual Funds, an open-end management investment company registered under the
Investment Company Act of 1940 ("One Group").
Background Information
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A. The Custodian has been appointed as custodian for One Group pursuant to
a Custodian Agreement between the Custodian and One Group (the
"Custodian Agreement").
B. Banc One Investment Advisors Corporation, an investment advisor
registered under the Investment Advisers Act of ▇▇▇▇ ( "▇▇▇▇") serves
as investment adviser to The One Group.
C. Prior to the merger between the Pegasus Funds and One Group, the
Subcustodian held certain mortgage-backed securities and other assets
(collectively, the "Securities") on behalf of the Pegasus Funds. Until
such time as such Securities are sold on behalf of One Group or
transferred to the Custodian, the Subcustodian is willing to continue
to hold such Securities in an account (each, an "Account") established
on behalf of the funds of the One Group listed on EXHIBIT A hereto.
STATEMENT OF AGREEMENT
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The parties hereby acknowledge the accuracy of the foregoing Background
Information and hereby agree as follows:
Section 1. Appointment of the Subcustodian. One Group hereby instructs
the Custodian to appoint and the Custodian hereby appoints Subcustodian to hold
certain cash and the Securities. Subcustodian represents that it is qualified to
act as a custodian for a registered investment company under the Investment
Company Act of 1940, as amended. Subcustodian shall only be responsible for
custody hereunder of Securities actually delivered to it and then only while it
is held in and as a part of an Account. All securities accepted by Subcustodian
on behalf of One Group under the terms of this Agreement shall be in "street
name" or other good delivery form.
Section 2. Registration of Securities. Securities held by the
Subcustodian (other than bearer securities) shall be registered in the name of
the Custodian or in the name of any nominee of the Custodian or in the name of
the Subcustodian or of any nominee of the Subcustodian or in the name of any
depository designated by the Subcustodian or its nominee.
Section 3. Accounts. The Subcustodian may hold securities in: (i) the
bank vault of Subcustodian; (ii) such other banks or trust companies as have
been approved by One Group and pursuant to a written agreement between such
other banks or trust companies and the Subcustodian; (iii) its accounts with a
clearing agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, which acts as
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a securities depository (the "Securities Depository"); or (iv) a book-entry
account which is maintained for the Subcustodian by a Federal Reserve Bank (the
"Book Entry Account").
So long as Subcustodian maintains any account pursuant to (iii) or (iv)
above for One Group, Subcustodian shall: (i) identify as belonging to One Group
a quantity of such securities in the fungible bulk of securities (A) registered
in the name of Subcustodian or its nominee, or (B) shown on Subcustodian's
account on the books of the Securities Depository, the Book-Entry Account, or
Subcustodian's agent; (ii) promptly send to the Custodian reports it receives
from the appropriate Federal Reserve Bank or Securities Depository on its system
of internal accounting control; and (iii) send to the Custodian such reports of
the systems of internal accounting control of Subcustodian and its agents
through which such securities are deposited as are available and as the
Custodian may reasonably request from time to time.
Section 4. Collection of Income. Subcustodian shall collect all income
and other payments with respect to registered securities held in an Account to
which One Group shall be entitled by law or pursuant to custom in the securities
business, and shall collect all income and principal and other payments with
respect to bearer securities if, on the date of payment by the issuer, such
securities are held by Subcustodian in an Account. Subcustodian shall detach and
present for payment all coupons and other income and principal items requiring
presentation as and when they become due, shall collect dividends and interest
when due on securities held in an Account, and shall endorse and deposit for
collection, in the name of One Group, checks, drafts, and other negotiable
instruments on the same day as received.
Subcustodian shall not be under any obligation or duty to take action
to effect collection of any amount, if the Securities on which such amount is
payable are in default and payment is refused after due demand or presentation.
Subcustodian will, however, notify BOIA in writing within a reasonable period of
time of such default and refusal to pay.
Section 5. Instructions. Instructions furnished to the Custodian by
BOIA or to the Subcustodian by BOIA or the Custodian with respect to this
Agreement shall be signed by such officer or officers of the party giving such
instructions as are authorized from time to time by such party (each an
"Authorized Person"); provided, however, that each of the Custodian and the
Subcustodian is authorized to accept and act upon orders, whether given orally,
by telephone or otherwise, which the Custodian or the Subcustodian reasonably
believes to be given by an Authorized Person. All oral instructions shall be
promptly confirmed in writing. The records of the Subcustodian and the Custodian
shall be presumed to reflect accurately any oral instructions given by an
Authorized Person or a person believed by such party to be an Authorized Person.
Section 6. Voting and Other Actions. Subcustodian shall promptly
deliver or mail to BOIA all forms of proxies and all notices of meetings
affecting or relating to Securities held in an Account. Upon receipt of
instructions of BOIA, Subcustodian shall execute and deliver such proxies or
other authorizations as may be required. Neither Subcustodian nor its nominee
shall vote any securities or execute any proxy to vote the same or give any
consent to take any other action with respect thereto.
Section 7. Responsibility of Subcustodian. The Subcustodian shall use
the same care with respect to the receiving, safekeeping, handling, and
delivering of Securities, as applicable, held
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under this Agreement as it uses in respect of its own similar securities, but it
need not maintain any special insurance for the benefit of the Custodian, BOIA,
or One Group. The Subcustodian shall not be liable for any action taken or thing
done by it in carrying out the terms and provisions of this Agreement if done in
good faith and without negligence or willful misconduct on the Subcustodian's
part. The Custodian shall not be liable for any action taken or thing done by
(i) the Subcustodian or (ii) the Custodian in carrying out the terms and
provisions of this Agreement if done in good faith and without negligence or
willful misconduct on the Custodian's part. In providing the services hereunder,
it is understood that the Subcustodian shall neither render advice to the
Custodian, BOIA , or The One Group as to the value of securities or other
property, or make recommendations as to the advisability of investing in,
purchasing, loaning, or selling Securities or other property, nor shall the
Subcustodian, either directly or indirectly, have any discretionary authority or
control with respect to purchasing, loaning, or selling Securities or other
property for One Group.
Subcustodian shall release and deliver securities held in a Account and
take any other action as directed by BOIA, with respect to dividends, splits,
distributions, spin-offs, puts, calls, conversions, redemptions, tenders,
exchanges, mergers, reorganizations, rights, warrants, or any other similar
activity relating to the securities. Subcustodian shall request direction of
BOIA upon receipt of actual notice where One Group has an option as to any such
activity. For purposes of this paragraph, Subcustodian shall be deemed to have
actual notice if any such activity is published in one or more of the following
publications: ▇.▇. ▇▇▇▇▇'▇ Munibase System, Financial Card Service, Xcitek,
Inc., Standard & Poors' Called Bond Listing, Depository Trust Reorganization
Notices, and The Wall Street Journal. If Subcustodian does not have actual
notice of such activity, any such activity will be handled by Subcustodian on a
"best efforts" basis. The Subcustodian will follow all instructions from BOIA
with respect to voting as to any particular issue(s).
As long as and to the extent that it exercises reasonable care,
Subcustodian shall not be responsible for the title, validity, or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement and Subcustodian shall be held harmless in acting
upon instructions from an Authorized Person under this Agreement.
Subcustodian shall be entitled to rely upon and may act upon advice of
counsel (who may or may not be counsel for the Custodian or One Group) on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.
If the Custodian, One Group or BOIA require Subcustodian to take any
action with respect to securities, which action involves the payment of monies
or which action may, in the opinion of Subcustodian, result in Subcustodian's or
its nominee's being liable for the payment of money or incurring liability of
some other form, BOIA or One Group, as a prerequisite to requiring Subcustodian
to take such action, shall provide indemnity to Subcustodian in an amount and
form satisfactory to Subcustodian.
Neither Custodian nor Subcustodian shall be responsible or liable for
any failure or delay in the performance of its obligations under this Agreement
arising out of or caused directly or indirectly, by circumstances beyond its
reasonable control, including without limitation: acts of God; earthquakes;
fires; floods; wars; civil or military disturbance; sabotage; epidemics; riots;
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terrorism; interruptions, loss or malfunctions of utilities or communications
service; accidents; labor disputes; acts of civil or military authority;
governmental action; or inability to obtain labor, material, equipment, or
transportation.
Subcustodian shall have no duties or responsibilities whatsoever except
such duties and responsibilities as are specifically set forth in this
Agreement.
Section 8. Fees. One Group shall in connection with each security
hereunder pay to the Subcustodian the Subcustodian's fee, which shall accrue
daily, and which shall be set forth on EXHIBIT B hereto.
Section 9. Records and Reports. One Group hereby acknowledges that it
may have the right to receive broker confirmations within the time period
prescribed by 12 C.F.R. Section 12.5 at no additional cost. In lieu of receiving
such confirmations within such time period, One Group and Subcustodian agree to
the alternative procedures set forth in this Section. The Subcustodian shall
furnish statements of account monthly to Custodian and One Group or in such
other manner and frequency as the Subcustodian, Custodian and One Group shall
agree.
The Sub-custodian shall provide Custodian and One Group, upon request,
with any quarterly or annual reports prepared in the normal course of business
of the Subcustodian by the Subcustodian's independent public accountants on the
accounting system, internal accounting controls and procedures for safeguarding
securities relating to the services provided by the Subcustodian under this
Agreement.
The Subcustodian will not refuse any reasonable request for inspection
and audit of its books and records by an agent of a Fund or the Custodian, as
such records may relate to this Agreement.
The Subcustodian shall cooperate with each Fund and the Custodian and
their respective independent public accountants in connection with annual and
other audits of the books and records of the Custodian or the Funds.
Section 10. Effective Period, Termination and Amendment. This Agreement
shall become effective as of the date hereof and shall continue in full force
and effect until terminated as hereinafter provided, may be amended at any time
by mutual agreement of the parties hereto, and may be terminated by any party
hereto by an instrument in writing delivered or mailed, postage prepaid to the
other parties, such termination to take effect not sooner than thirty (30) days
after the date of delivery or mailing; provided, however, that the Custodian may
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Subcustodian by the Federal Deposit Insurance
Corporation or upon the happening of a like event at the direction of an
appropriate regulatory body or court of competent jurisdiction. Upon termination
of this Agreement, the Subcustodian shall promptly deliver all property then
held by the Subcustodian under this Agreement or cash proceeds thereof in
accordance with instructions of BOIA.
Section 11. Communications. All communications required or permitted to
be given under this Agreement shall be in writing (including telex, telegraph or
telefax, facsimile, or similar electronic transmittal device) unless expressly
provided otherwise, and addressed as follows:
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(a) If to the Subcustodian: NBD Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (614)
Telefax: (614)
(b) If to the Custodian: State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telefax: ▇▇▇-▇▇▇-▇▇▇▇
(c) If to BOIA: Banc One Investment Advisors Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
(d) If to One Group: One Group Mutual Funds
c/o Banc One Investment Advisors
Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Section 12. Governing Law. This Agreement shall be construed and
enforced according to the laws of the Commonwealth of Massachusetts and all
provisions shall be administered according to the laws of said State, except as
said laws are superseded or preempted by any Federal law.
Section 13. Severability. The intention of the parties to this
agreement is to comply fully with all laws, rules, regulations, and public
policies, and this Agreement shall be construed consistently with all laws,
rules, regulations, and public policies to the extent possible. If and to the
extent that any court of competent jurisdiction determines it is impossible to
construe any provision of this agreement consistently with any law, rule,
regulation, or public policy and consequently holds that provision to be
invalid, such holding shall in no way affect the validity of the other
provisions of this Agreement, which shall remain in full force and effect.
Section 14. Non-Waiver. No failure by any party to insist upon
compliance with any term of this Agreement, to exercise any option, enforce any
right, or seek any remedy upon any default of any other party shall affect, or
constitute a waiver of, the first party's right to insist upon such strict
compliance, exercise that option, enforce that right, or seek that remedy with
respect to that default or any prior, contemporaneous, or subsequent default. No
custom or practice of the
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parties at variance with any provision of this Agreement shall affect or
constitute a waiver of, any party's right to demand strict compliance with all
provisions of this agreement.
Section 15. Captions. The captions of the various sections of this
Agreement are not part of the context of this Agreement, but are only labels to
assist in locating those sections and shall be ignored in construing this
Agreement.
Section 16. Additional Terms applicable to One Group. The names `One(R)
Group Mutual Funds' and `Trustees of One(R) Group Mutual Funds' 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 `One(R) 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.
Section 17. Waiver of Jury Trial. One Group, Custodian and the
Subcustodian hereby voluntarily, irrevocably and unconditionally waive any right
to have a jury participate in resolving any dispute, whether sounding in
contract, tort, or otherwise, between the One Group, Custodian and/or
Subcustodian arising out of, in connection with, related to, or incidental to
the relationship established between the One Group, Custodian and/or
Subcustodian in connection with this Agreement, or any other Agreement or
document executed or delivered in connection herewith or the transactions
related hereto.
Section 18. Entire Agreement. This Agreement represents the entire
agreement between the parties and may not be modified or amended except by a
writing signed by the parties hereto.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed this __ day of March 199
ONE GROUP MUTUAL FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: President
--------------------------------
NBD BANK
(as Subcustodian)
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Vice-President
--------------------------------
STATE STREET BANK AND TRUST COMPANY
(as Custodian)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Title: Executive Vice-President
--------------------------------
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THE ONE GROUP ▇▇▇ ▇▇▇ ▇▇▇▇ 03/19 '99 13:20 NO.985 04/04
PTLA - LIST OF ASSETS Online Trust Inquiry System Page 00001
Trust No 839461700 Name PEGASUS MULTI SECTOR BOND FUND DATE 02-11-99
ASSET/CUSIP ASSET DESCRIPTION PAR/SHARES COST
100920030 FEDERAL HOUSING ADMINISTRATION 2037,350.8200 2096,606.71
31499pdp9 ▇▇▇▇▇▇▇ ▇▇▇▇▇ PROJ PASS THRU CTFS
POOL #M170 DATED 3-1-86
7.430000% MATURING 08-01-20
EST ANNUAL INC: 151,375.17 ORIG FACE VALUE 2,500,000.0000
BANKERS TRUST COMPANY
REG:01 LPQ-6: 01-29-99 @ 97.000 = 1976,230.29
100920040 FEDERAL HOUSING ADMINISTRATION 2807,433.8100 2919,989.79
31499PZ4 GREYSTONE 1996-2 PUTABLE POOL
DATED 2-1-96
7.430000% MATURING 11-01-22
EST ANNUAL INC: 208,592.33 ORIG FACE VALUE 3,000,000.00
BANKERS TRUST COMPANY
REG:01 LPQ-6: 01-29-99 @ 95.656 = 2685,478.88
TOTAL U.S. GOVERNMENT BONDS 5,016.596.50
TOTAL COST-BONDS 5,016,596.50
TOTAL MKT -BONDS 4,661,709.17
GRAND TOTAL -COST 5,016,596.50
COMMAND LINE
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ENTER: EXECUTE PF12/PF24: HELP PRINTER ID N/A*
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Exhibit A-3
THE ONE GROUP ▇▇▇ ▇▇▇ ▇▇▇▇ 03/19 '99 13:20 NO. 985 03/04
PTLA - LIST OF ASSETS Online Trust Inquiry System Page 00001
Trust No 838035200 Name PEGASUS BOND FUND DATE 02-11-99
ASSET/CUSIP ASSET DESCRIPTION PAR/SHARES COST
100920030 FEDERAL HOUSING ADMINISTRATION 1222,490.5200 1258,046.45
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ PROJ PASS THRU CTFS
POOL #M170 DATED 3-1-86
7.430000% MATURING 08-01-20
EST ANNUAL INC: 90,831.05 ORIG FACE VALUE 1,500,000.0000
BANKERS TRUST COMPANY
REG:01 LPQ-6: 01-29-99 @ 97.000 = 1185,815.80
100920040 FEDERAL HOUSING ADMINISTRATION 2479,044.3700 2578,434.52
31499PZ4 GREYSTONE 1996-2 PUTABLE POOL
DATED 2-1-96
7.430000% MATURING 11-01-22
EST ANNUAL INC: 184,193.00 ORIG FACE VALUE 2,652,269.1000
BANKERS TRUST COMPANY
REG:01 LPQ-6: 01-29-99 @ 95.656 = 2371,354.68
100969931 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE TRUST 2,319.5300 457,119.80
61790tbt8 COLLATERALIZED MORTGAGE OBLIGATION
SERIES 37 CLASS 2 IO INV DTD 7-20-91
88600.000000% MATURING 07-20-21
COMMAND LINE
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Exhibit A-2
THE ONE GROUP ▇▇▇ ▇▇▇ ▇▇▇▇ 03/19 '99 13:20 NO. 985 04/04
PTLA - LIST OF ASSETS Online Trust Inquiry System Page 00001
Trust No 838035300 Name PEGASUS INTERMEDIATE BOND FUND DATE 02-11-99
ASSET/CUSIP ASSET DESCRIPTION PAR/SHARES COST
100920040 FEDERAL HOUSING ADMINISTRATION 1871,622.5400 1946,829.71
▇▇▇▇▇▇▇▇▇ GREYSTONE 1996-2 PUTABLE POOL
DATED 2-1-96
7.430000% MATURING 11-01-22
EST ANNUAL INC: 139,061.55 ORIG FACE VALUE 2,000,000.0000
BANKERS TRUST COMPANY
REG:01 LPQ-6: 01-29-99 @ 95.656 = 1790,319.25
TOTAL U.S. GOVERNMENT BONDS 1,946,829.71
TOTAL COST-BONDS 1,946,829.71
TOTAL MKT -BONDS 1,790,319.25
GRAND TOTAL -COST 1,946,829.71
GRAND TOTAL -MKT 1,790,319.25
TOTAL EST ANNUAL INCOME 139,061.55
PRINCIPAL CASH .00
INCOME CASH .00
GRAND TOTAL-PAR 1,871,622.5400
COMMAND LINE
* * * CONTINUED * * *
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