RESTATED INVESTMENT ADVISER AGREEMENT
RESTATED
INVESTMENT ADVISER AGREEMENT
This
Restated Investment Adviser Agreement (the “Agreement”) is effective
as of the 25th day of February, 2010, and is between OneAmerica
Funds, Inc. (the “Fund”), a Maryland corporation, and American United Life
Insurance Company ® (the “Adviser”), a life insurance company domiciled in
Indiana.
WITNESSETH:
WHEREAS,
an Investment Advisory Agreement was originally entered into on March 8, 1990
between the Fund and the Adviser; and
WHEREAS,
the Investment Advisory Agreement was modified by addendums dated May 15, 1995,
November 19, 1997, March 29, 1999, March 15, 2002, March 21, 2003, March 12,
2004 and February 24, 2006; and
WHEREAS,
the terms of the Investment Advisory Agreement and its addendums are being
restated to include all such addendums and provisions as of February 25, 2010;
and
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties as follows:
1. Appointment. The
Fund hereby appoints the Adviser to act as investment adviser to the Fund with
respect to the Value Portfolio, Money Market Portfolio, Investment Grade Bond
Portfolio, Asset Director Portfolio and Socially Responsive Portfolio
(hereinafter collectively referred to as the “Portfolios”) for the period and on
the terms set forth in the Agreement. The Adviser accepts such
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
In the event the Fund establishes one
or more additional Portfolios with respect to which it desires to retain the
Adviser to render management and investment advisory services hereunder, it
shall notify the Adviser in writing. If the Adviser is willing to
render such services, it shall notify the Fund in writing, whereupon such
additional Portfolios shall become subject to this Agreement.
2. Adviser’s
Duties. (a) Subject to the supervision of the Fund’s Board of
Directors, the Adviser will provide a continuous investment program for the
Portfolios and determine the composition of the assets of the Portfolios,
including determination of the purchase, retention, or sale of the securities,
cash and other investments contained in the Portfolios. The Adviser
will provide investment research and conduct a continuous program of evaluation,
investment, sales and reinvestment of the Portfolios’ assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Portfolios, when these transactions should be
executed, and what portion of the assets of the Portfolios should be held in the
various securities and other investments in which they may invest, and the
Adviser is hereby authorized to execute and perform such services on behalf of
the Portfolios. To the extent permitted by the investment policies of
a Portfolio, the Adviser shall make decisions for the Portfolios in relation to
all manner of investments and, as to foreign currency matters, the Adviser will
make determinations with respect to and, if appropriate, execute and perform
foreign currency exchange contracts on behalf of the Portfolios. The
Adviser will provide the services under this Agreement in accordance with each
Portfolio’s investment objective or objectives, policies and restrictions as
stated in the Fund’s Registration Statement filed with the Securities and
Exchange Commission (“SEC”), as amended, and with the Investment Advisers Act of
1940 (the “1940 Act”) and the provisions of the Internal Revenue Code relating
to regulated investment companies.
(b) The Adviser also shall provide to
the officers of the Fund administrative assistance in connection with the
operation of the Fund and Portfolios, which shall include (i) compliance with
all reasonable requests of the Fund for information, including information
required in connection with the Fund’s filings with SEC, the Internal Revenue
Service and state securities and/or insurance commissions, and (ii) such other
services as the Fund’s officers shall, from time to time, determine to be
necessary or useful to the administration of the Fund and the
Portfolios.
(c) The Adviser shall place orders for
the purchase and sale of securities, futures and option contracts, and other
assets. The Adviser is authorized to select brokers, dealers, and
futures commission merchants and to open and maintain brokerage accounts and
trading accounts for the purchase and sale of securities and future and options
contracts with such broker dealers and futures commission merchants for and on
behalf of the Portfolios in accordance with any procedures established by the
Adviser and the Fund’s Board of Directors.
(d) The Adviser shall furnish to the
Fund’s Board of Directors periodic reports on the investment performance of
the Portfolios and on the performance of its obligations under this
Agreement and shall supply such additional reports and information as the Fund’s
officers or Board of Directors shall reasonably request.
(e) On occasions when the Adviser deems
the purchase or sale of a security to be in the best interest of a Portfolio as
well as other of its adviser clients or accounts, the Adviser, to the extent
permitted by applicable law, may aggregate the securities to be so sold or
purchased in order to obtain the best execution or lower brokerage commissions,
if any. The Adviser may also, on occasion, purchase or sell a
particular security for one or more clients or accounts in different
amounts. On either occasion, and to the extent permitted by
applicable law and regulation, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by the
Adviser in a manner that is fair and equitable in the judgment of the Adviser
and consistent with its fiduciary obligation to the Fund and to such other
customers or accounts.
(f) The Adviser’s primary consideration
in effecting a security transaction for a Portfolio will be to obtain the best
execution for the Portfolio, taking into account the factors specified in the
prospectus and statement of additional information for the Fund, which include,
among other things, price (including the applicable brokerage commission or
dollar spread), the size of the order, the nature of the market of the security,
the timing of the transaction, the reputation, the experience and financial
stability of the broker-dealer involved, the quality of the service, the
difficulty of execution, and the execution capabilities and operational
facilities of the firm involved, and the firm’s risk in positioning a block of
securities. Accordingly, the price to a Portfolio in any transaction
may be less favorable than that available from another broker-dealer if the
difference is reasonably justified, in the judgment of the Adviser in the
exercise of its fiduciary obligation to the Fund, by other aspects of the
execution services offered. Subject to such policies as the Board of
Directors may determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, the Adviser shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely by
reason if its having caused a Portfolio to pay a broker-dealer for effecting an
investment transaction in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction, if the Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker-dealer, viewed in terms of either that particular transaction or the
Adviser’s overall responsibilities with respect to the Portfolio and to its
other clients and/or accounts as to which it exercised investment
discretion. To the extent consistent with these standards, the
Adviser is further authorized to allocate the orders placed by it on behalf of a
Portfolio to the Adviser if it is registered as a broker-dealer with the SEC, to
its affiliated broker-dealer, or to such broker and dealer who also provide
research or statistical material, or other services to the Fund, the Adviser or
an affiliate of the Adviser. Such allocation shall be in such amounts
and proportions as the Adviser shall determine consistent with the above
standards, and the Adviser will report on said allocation regularly to the Board
of Directors of the Fund indicating the broker-dealers to which such allocation
have been made and the basis therefore.
(g) In connection with the purchase and
sale of securities of each Portfolio, the Adviser will arrange for the
transmission to the Fund’s custodian, or other agent, on a daily basis, such
confirmations, trade tickets and other documents and share price information
reasonably requested by the Fund’s Custodian or other agent for helping such
agent perform its administrative responsibilities to the Fund, including the
responsibility to identify securities to be purchased or sold by the Fund, to
determine the value of the Fund’s portfolio securities and other assets and to
determine the Fund’s net asset value per share. With respect to
portfolio securities to be purchased or sold through the Depository Trust
Company, the Adviser will arrange for the automatic transmission of the
confirmation of such trades to the Fund’s Custodian.
(h) The Adviser shall, at its expense,
(i) employ or associate with itself such persons as it believes appropriate to
assist it in performing its obligations under the Agreement and (ii) provide all
services, equipment and facilities necessary to perform its obligations under
this Agreement.
(i) Subject to the approval of the
Fund’s Board of Directors and, to the extent required by law, the shareholders
of Portfolios, the Adviser may contract with such other parties as it deems
appropriate to obtain investment research, information, investment advisory and
management services and other assistance, but any fees, compensation or expenses
to be paid to any such party shall be paid by the Adviser, and no obligation
shall be incurred on the Fund’s behalf in any
respect. Notwithstanding the foregoing, the Adviser may utilize soft
dollar commissions earned on Fund trades for the purpose of obtaining the
aforementioned information or services in lieu of paying for these services
outright.
3. Limitation of
Liability. The Adviser shall give the Fund the benefit of the
Adviser’s best judgment and efforts in rendering services under the
Agreement. As an inducement to the Adviser’s undertaking to render
these services, the Fund agrees that the Adviser shall not be liable under this
Agreement for any mistake in judgment or in any other event whatsoever, provided that nothing
in the Agreement shall be deemed to protect or purport to protect the Adviser
against any liability to the Fund or its shareholders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser’s duties under this Agreement or by
reason of the Adviser’s reckless disregard of its obligations and duties
hereunder.
4. Expenses. (a)
The Fund shall be responsible for all of its operating expenses and liabilities,
including, but not limited to compensation of its directors; taxes and
governmental fees; interest charges; fees and expenses of the Fund’s independent
accountants and legal counsel; trade association membership dues; fees and
expenses of any custodian (including maintenance of books and accounts and
calculation of the net asset value of the Fund’s shares), transfer agent,
registrar and dividend disbursement agent of the Fund; expenses of issuing,
selling, redeeming, registering and qualifying the Fund’ s shares for sale;
expenses of preparing and printing share certificates, prospectuses and reports
to shareholders, notices, proxy statements and reports to regulatory agencies;
the costs of office supplies, including stationery; travel expenses of all
officers, directors and employees; insurance premiums; brokerage and other
expenses of executing Portfolio transactions; expenses of shareholders’ meeting;
organization expenses; extraordinary expenses; and distribution fees pursuant to
an agreement related to 12b-1 distributions.
(b) The Adviser agrees, in addition to
providing the advisory services specified in this Agreement, to reimburse the
Fund’s operating expenses to the extent necessary to prevent the ordinary
operating expenses of any of the Fund’s investment portfolios from exceeding the
expense ratio’s shown in Exhibit A. The Adviser may limit the reimbursement to
the extent of the compensation paid to the Adviser by the Fund. If the aggregate
ordinary operating expense ratios of the Portfolio are less than the ratio’s
shown in Exhibit A during the year, and if this Agreement is still in effect,
the Fund shall re-pay the Adviser the reimbursed expenses in any of the
preceding three years considered in the chronological order of their occurrence,
or an amount which, when added to the Portfolio’s other ordinary operating
expenses, will not cause a respective Portfolio’s total ordinary operating
expense ratios to exceed the ratios shown in Exhibit A. For purposes
of this provision, ordinary operating expenses shall not include interest,
taxes, brokerage commissions, legal claims and liabilities, litigation costs and
indemnification payments in connection with litigation, and other extraordinary
expenses. Further, it is agreed that the operating expenses are
incurred with respect to the Fund’s business of investing in
securities.
5. Records. The
Adviser agrees to maintain and to preserve for the periods prescribed under the
1940 Act any such records as are required to be maintained by the Adviser with
respect to the Fund by the 1940 Act. The Adviser further agrees that
all records which it maintains for the Fund are the property of the Fund and it
will promptly surrender any of such records upon request.
6. Compensation. In
consideration of the services to be rendered by the Adviser under this
Agreement, the Fund shall pay the Adviser a fee with respect to each Portfolio
calculated and accrued daily and paid each month, (or on a pro-rata basis for
any portion of the month for which such services are provided) according to the
annual rate of the amounts shown in Exhibit B.
7. Term of
Agreement. (a) This Agreement shall become effective as of the
date indicated above and shall continue in effect until February 28,
2011. If not sooner terminated, this Agreement shall continue in
effect for successive periods of 12 months each thereafter, provided that each
such continuance shall be specifically approved at least annually (i) by the
vote of a majority of the outstanding voting securities (as defined in the
Investment Company Act of 1940) of the Portfolios or by the Fund’s Board of
Directors and (ii) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Fund’s Directors who are not parties to this
Agreement or “interested persons” (as defined in the Investment Company Act of
1940) of any such party.
(b) This agreement may be terminated
with respect to one or more Portfolios at any time, without the payment of any
penalty, by a vote of a majority of the outstanding voting securities (as
defined in the Investment Company Act of 1940) of the Portfolios or by a vote of a
majority of the Fund’s entire Board of Directors on 60 days written notice to
the Adviser or by the Adviser on 60 days written notice the
Fund. This Agreement shall terminate automatically in the event of
its assignment (as defined in the Investment Company Act of 1940 and any rules
thereunder).
8. Agreement Not
Exclusive. (a) Except to the extent necessary to perform the
Adviser’s obligations under this Agreement, nothing herein shall be deemed to
limit or restrict the right of the Adviser, or any affiliate of the Adviser, or
any employee of the Adviser, to engage in any other business or to devote time
and attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, firm, individual or association.
(b) The investment management services
of the Adviser to the Fund under this Agreement are not to be deemed exclusive
as to the Adviser and the Adviser will be free to render similar services to
others.
9. Controlling
Law. This Agreement shall be construed in accordance with the
laws of the State of Indiana, provided that nothing herein shall be construed in
a manner inconsistent with the 1940 Act or the Investment Company Act of
1940.
10. Notices. Notices
of any kind to be given to the Adviser by the Fund shall be in writing and shall
be duly given if mailed or delivered to the Adviser at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, attention ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, or at such other
address or to such individual as shall be specified by the Adviser to the
Fund. Notices of any kind to be given to the Fund by the Adviser
shall be in writing and shall be duly given if mailed or delivered to ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, attention ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or
such other address or to such individual as shall be specified by the Fund to
the Adviser.
IN WITNESS WHEREOF, the parties hereto
have caused the Agreement to be duly executed by their duly authorized
officers.
On Behalf
of:
ONEAMERICA
FUNDS,
INC. By: ▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇
Title:
Treasurer
Date: 3/18/10
On Behalf
of:
AMERICAN
UNITED
LIFE By: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
INSURANCE
COMPANY
® Title:
Assistant General Counsel
Date: 3/18/10
EXHIBITS
|
Exhibit
A
|
Operating
Expense Ratios
|
|
|
Class
O
|
Advisor
Class
|
|
|
Value
Portfolio
|
1.00%
|
1.30%
|
|
Money
Market Portfolio
|
1.00%
|
1.30%
|
|
Investment
Grade Bond Portfolio
|
1.00%
|
1.30%
|
|
Asset
Director Portfolio
|
1.00%
|
1.30%
|
|
Socially
Responsive Portfolio
|
1.20%
|
1.50%
|
|
Exhibit
B
|
Annual
Compensation Rates
|
|
|
Value
Portfolio
|
0.50%
|
|
|
Money
Market Portfolio
|
0.40%
|
|
|
Investment
Grade Bond Portfolio
|
0.50%
|
|
|
Asset
Director Portfolio
|
0.50%
|
|
|
Socially
Responsive Portfolio
|
0.70%
|
|