Exhibit (6)(d)
January 2, 1996
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Asset Management
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INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
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(Paragon Treasury Honey Market Fund)
Dear Sirs:
Banc One Investment Advisors Corporation, an Ohio corporation with its principal
office in Westerville, Ohio (the "Investment Adviser"), is investment adviser to
Paragon Portfolio (the "Trust") on behalf of Paragon Treasury Money Market Fund
(the "Fund"). The Trust has been organized under the laws of Massachusetts to
engage in the business of an investment company. The shares of beneficial
interest of the Trust ("Shares") are divided into multiple series, including the
Fund, as established pursuant to a written instrument executed by the Trustees
of the Trust. Pursuant to authority granted the Adviser by the Trust's Trustees
and pursuant to the provisions of the Investment Advisory Agreement dated
January 2, 1996 between the Adviser and the Trust, the Adviser has selected
you to act as an investment subadviser of the Fund and to provide certain
services, as more fully set forth below, and you are willing to act as such
investment subadviser and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Adviser and the Trust on
behalf of the Fund agree with you as follows:
I. ADVISORY SERVICES
Subject to the supervision of the Investment Adviser and the Trust's Board
of Trustees, you will provide a continuous investment program for the Fund,
including investment research and management with respect to all
securities, investments and cash equivalents
in the Fund's portfolio. You will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Fund and will place orders for purchases and sales on behalf of the Fund.
You will provide services under this Agreement in accordance with the
Fund's investment objective, policies and restrictions as stated in the
Fund's Prospectus and in resolutions of the Trust's Board of Trustees.
In the performance of your duties hereunder, you are and shall be an
independent contractor and unless otherwise expressly provided herein or
otherwise authorized in writing, shall have no authority to act for or
represent the Trust in any way or otherwise be deemed to be an agent of the
Trust or of the Adviser. You will make your officers and employees
available to meet with the Trust's officers and Trustees at least quarterly
on due notice to review the investments and investment program of the Fund
in the light of current and prospective economic and market conditions.
In compliance with the requirements of Rule 31a-3 under the Investment
Company Act of 1940 (the "Act"), you agree that all records which you
maintain for the Fund are the property of the Fund. You further agree to
surrender promptly to the Fund any such records upon the Fund's request.
You agree to preserve for the periods prescribed by Rule 31c-2 under the
Act the records required to be maintained by Rule 31a-1 under the Act.
You will treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund and prior, present
or potential shareholders and will not use such records and information for
any purpose other than the performance of your
responsibilities, except after prior notification and approval in writing
by the Fund. Such approval shall not be unreasonably withheld and may not
be withheld where you may be exposed to civil or criminal contempt
proceedings for failure to comply when requested to divulge such
information by duly constituted authorities or when requested by the Fund.
II. ALLOCATION OF CHARGES AND EXPENSES
You will bear your own costs of providing services hereunder. Except as
aforesaid, you will not be required to pay any expenses of the Fund.
III. COMPENSATION OF THE SUBADVISER
For all investment management services to be rendered hereunder, the
Adviser will pay you on the last day of each month a fee, at an annual rate
equal to .10% of the average daily net assets, as defined below, of the
Fund. The "average daily net assets" of the Fund are defined as the
average of the values placed on the net assets as of 4:00 pm. (New York
time), on each day on which the net asset value of the Fund's portfolio is
determined consistent with the provisions of Rule 22c-1 under the
Investment Company Act of 1940 or, if the Fund lawfully determines the
value of the net assets of its portfolio as of some other time on each
business day, as of such time. The value of net assets of the Fund shall
be determined pursuant to the applicable provisions of the Declaration of
Trust of the Trust. If, pursuant to such provisions, the determination of
net asset value is suspended for any particular business day, then for the
purposes of this paragraph III, the value of the net assets of the Fund as
last determined shall be deemed to be the value of the net assets as of the
close of regular trading on the New York Stock Exchange, or
as of such other time as the value of the net assets of the Fund's
portfolio may lawfully be determined on that day. If the determination of
the net asset value of the Shares of the Fund has been suspended pursuant
to the Declaration of Trust of the Trust for a period including such month,
your compensation payable at the end of such month shall be computed on the
basis of the value of the net assets of the Fund as last determined
(whether during or prior to such month). If the Fund determines the value
of the net assets of its portfolio more than once on any day, the last such
determination thereof on that day shall be deemed to be the sole
determination thereof on that day for the purposes of this paragraph III.
IV. LIMITATION OF LIABILITY
You shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or except a loss
resulting from willful misfeasance, bad faith or gross negligence on your
part in the performance of your duties or from reckless disregard by you of
your obligations and duties under this Agreement. Any person, even though
also employed by you, who may be or become an employee of and paid by the
Fund shall be deemed, when acting within the scope of his employment by the
Fund, to be acting in such employment solely for the Fund and not as your
employee or agent. The Adviser shall indemnify you for any damages and
related expenses incurred by you as a result of the performance of your
duties hereunder, unless the same shall result from behavior found by a
final judicial determination to constitute willful misfeasance, bad faith,
gross negligence or a reckless disregard of your obligations, as specified
above.
V. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall remain in force until May 31, 1996. This Agreement
may, on 45 days' written notice, be terminated at any time without the
payment of any penalty, by the Board of Trustees, by vote of a majority of
the outstanding voting securities of the Fund, by the Adviser, or by you.
This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Agreement, the
definitions contained in Section 2(a) of the Act (particularly the
definitions of "interested person," "assignment" and "majority of the
outstanding voting securities"), as from time to time amended, shall be
applied, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order.
VI. AMENDMENT OF THIS AGREEMENT
No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination
is sought. No amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Fund and by the Board of Trustees, including a majority
of the Trustees who are not interested persons of the Adviser, you or the
Trust, cast in person at a meeting called for the purpose of voting on such
approval.
It shall be your responsibility to furnish to the Trustees of the Trust
such information as may reasonably be necessary in order for such Trustees
to evaluate this Agreement or any proposed amendments thereto for the
purposes of casting a vote pursuant to paragraphs V or VI hereof.
VII. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
VIII. MISCELLANEOUS
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.
The name "Paragon Portfolio" is the designation of the Trustees for the time
being under the Declaration of Trust dated October 2, 1989, as amended from to
time, and all persons dealing with the Trust or the Fund must look solely to the
property of the Trust or the Fund for the enforcement of any claims against the
Trust as neither the Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Trust. No
series of the Trust (including the Fund) shall be liable for any claims against
any other series of the Trust.
If you are in agreement with the foregoing, please sign the form of acceptance
on the accompanying counterpart of this letter and return one such counterpart
to the Trust and the other such counterpart to the Adviser, whereupon this
letter shall become a binding contract.
Yours very truly,
PARAGON PORTFOLIO
(On behalf of Paragon Treasury
Money Market Fund)
Attest:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Secretary of the Trust Legal Products Analyst
BANC ONE INVESTMENT ADVISORS CORPORATION
Attest:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name ▇▇▇▇ ▇▇▇▇▇▇ Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title Senior Vice-President Title Senior Attorney
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a separate operating division of
Go1dman, Sachs & Co.
Attest:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name ▇▇▇▇▇▇ ▇▇▇▇ Name ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title Vice President Title Legal Products Analyst