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Exhibit (h)(33)
Sub-Transfer Agency Agreement
between Nationwide Investment Services Corporation
and
One Group Mutual Funds.
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SUB TRANSFER AGENCY AGREEMENT
AGREEMENT made as of June 30, 1996 by and between Nationwide Investment Services
Corporation ("Recordkeeper") and the One Group (the "Trust").
WITNESSETH
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 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 each Trust such plans maintain with the Fund'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 on
behalf of its affiliates/designees 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 or its affiliates/designees will provide
the following services:
A. Maintain separate records for each participant reflecting
Shares or Share equivalents purchased, redeemed and exchanged
on behalf of such Plan or Participants and outstanding
balances of Shares or Share equivalents owned by or for the
benefit of such Plan or Participant.
B. Prepare and transmit to Plan and/or its Participants periodic
account statements indicating the number of Shares or Share
equivalents 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
as defined in the processing procedures in Exhibit A.
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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 is defined in section 3(21) of the
Employment Retirement Income Security Act of 1974, as amended
("ERISA"), and section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"): 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 Plan
sponsor, according to Recordkeeper's agreement with 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 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 the One Group on
request.
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
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Funds, or the Transfer Agent, the Recordkeeper will provide or cause to
be provided 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 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 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 will compensate the
Recordkeeper exhibit per account as provided in Exhibit B or
as 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
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 noncompliance 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
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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
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.
THE ONE GROUP
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By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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Nationwide Investment Services Corporation (Recordkeeper)
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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