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Exhibit 23(d)(1)
Amended and Restated Investment Advisory
Agreement dated February 17, 1999 by and between
One Group Investment Trust and
Banc One Investment Advisors Corporation
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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this 17th day of February, 1999 by and between One Group
Investment Trust, a Massachusetts business trust (hereinafter the "Trust"), and
Banc One Investment Advisors Corporation, an Ohio Corporation (the "Adviser").
WITNESSETH:
WHEREAS, the Trust and the Adviser entered into an Investment Advisory Agreement
on June 1, 1994 and an Amended and Restated Investment Advisory Agreement on
February 18, 1998, May 20, 1998, November 19, 1998; and
WHEREAS, the parties desire to further amend and restate the Amended and
Restated Investment Advisory Agreement; and
WHEREAS, the Trust is a diversified, open-end, management investment company and
is or will be so registered under the Investment Company Act of 1940, as
amended, and has or will have registered shares of the series listed in Appendix
A hereto (collectively, the "Funds") under the Securities Act of 1933, as
amended;
WHEREAS, the Adviser is willing to provide investment advisory services to the
Funds on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
1. The Adviser undertakes to act as investment adviser of each Fund of the
Trust and shall, subject to the supervision of the Trust's Board of
Trustees, direct the investments of each Fund in accordance with the
investment objective, policies and limitations as provided in the Trust's
Prospectus, Statement of Additional Information or other governing
instruments, as amended from time to time, the Investment Company Act of
1940 and rules thereunder, as amended from time to time (the "1940 Act"),
and such other limitations as the Trust may impose by notice in writing to
the Adviser. The Adviser is authorized, in its discretion and without prior
consultation with the Trust, to buy, sell, lend and otherwise trade in any
stocks, bonds and other securities and investment instruments on behalf of
each Fund. The investment policies and all other actions of each Fund are
and shall at all times be subject to the control and direction of the
Trust's Board of Trustees.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Trust as the Trust's Board of Trustees may request from
time to time or as the Adviser may deem to be desirable. The Adviser shall
make recommendations to the Trust's Board of Trustees with respect to Trust
policies and shall carry out such policies as are adopted by the Trustees.
In making investment recommendations for the Trust, the Adviser will not
inquire or take into consideration whether an issuer
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of securities proposed for purchase or sale by the Trust is a customer of
the Adviser or its parent or subsidiaries or affiliates and, the Adviser
and its parent, subsidiaries, and affiliates will not inquire or take into
consideration whether securities of such customers are held by the Trust.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Agreement.
The Adviser shall place all orders for the purchase and sale of portfolio
securities for each Fund's account with brokers or dealers selected by the
Adviser, which may include brokers or dealers affiliated with the Adviser.
The Adviser shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to each Fund and at
commission rates which are reasonable in relation to the benefits received.
In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to each Fund and/or the other accounts
over which the Adviser or its affiliates exercise investment discretion.
The Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for each Fund which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction
if the Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities
which the Adviser and its affiliates have with respect to accounts over
which they exercise investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by each Fund to determine if the
commissions paid over representative periods of time were reasonable in
relation to the benefits to each Fund.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Trust.
2. The Adviser will be compensated on the following basis for the services and
facilities to be furnished hereunder. The Adviser shall receive a
management fee, payable monthly as soon as practicable after the last day
of each month, computed at the annual rate of each Fund's average daily net
assets, pursuant to the rates set forth in Appendix A hereto.
If the total expenses for any one of the Funds in any fiscal year exceed
expense limitations imposed by applicable state securities regulations, the
Adviser and the Trust's administrator shall reimburse that Fund by the
amount of such excess in proportion to their respective fees (after giving
effect to any waiver of fees agreed to by the Adviser and Administrator).
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In case of termination of this Agreement during any month, the fee for that
month shall be reduced proportionately on the basis of the number of
business days during which it is in effect, and the fee computed upon the
average net assets for the business days it is so in effect for that month.
3. It is understood that each Fund will pay all its expenses, which expenses
payable by each Fund shall include, without limitation, (i) interest and
taxes; (ii) brokerage commissions and other costs in connection with the
purchase or sale of securities and other investment instruments; (iii) fees
and expenses of the Trust's Trustees other than those who are "interested
persons of the administrator, distributor, or the Adviser of the Trust;
(iv) legal and audit expenses; (v) custodian, registrar and transfer agent
fees and expenses; (vi) fees and expenses related to the registration and
qualification of the Trust and each Fund's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to beneficial shareholders of the
Fund; (viii) all other expense incidental to holding meetings of the Fund's
shareholders, including proxy solicitations therefor; (ix) insurance
premiums for fidelity and other coverage; (x) association membership dues;
and (xi) such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the Fund
is a party and the legal obligation which the Fund may have to indemnify
the Trust's Trustees and officers with respect thereto.
4. The Adviser shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or omission in
the execution and management of the Trust, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services hereunder or a loss resulting from willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
paragraph 4, the term "Adviser" shall include directors, officers and
employees of the Adviser as well as the corporation itself.
5. The services of the Adviser to the Trust are not to be deemed to be
exclusive, the Adviser being free to render services to others. It is
understood that Trustees, officers, and shareholders of the Trust are or
may be or become interested in the Adviser, as directors, officers,
employees, or otherwise and that directors, officers and employees of the
Adviser are or may become similarly interested in the Trust and that the
Adviser may be or become interested in the Trust as shareholder and
otherwise.
6. (a) This Agreement shall continue in force with respect to a Fund until
May 31, 1996 and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Trust or by vote of a majority
of the outstanding voting securities of such Fund.
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(b) This Agreement may be modified only by an instrument in writing signed
by the parties hereto.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days prior written
notice to the other, terminate this Agreement, without payment of any
penalty, by action of its Trustees or Board of Directors, as the case
may be, or, with respect to a Fund, by vote of a majority of the
outstanding voting securities of such Fund. This contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this Agreement
shall be limited in all cases to the Trust and its assets, and the Adviser
shall not seek satisfaction of any such obligation from the shareholders or
any shareholder of the Trust or any other funds of the Trust. In addition,
the Adviser shall not seek satisfaction of any such obligations from any
Trustee, officer, employee or agent of the Trust.
8. The Adviser hereby represents to the Trust that it possesses the legal
authority to perform the investment advisory services contemplated
hereunder and described in the Trust's Prospectus(es) and Statement of
Additional Information without violation of applicable statutes and
regulations.
9. The term "vote of a majority of the outstanding voting securities",
"assignment" and "interested persons", when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be construed in
a manner inconsistent with the Investment Company Act of 1940 or any rule
or regulation promulgated by the Securities and Exchange Commission
thereunder.
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IN WITNESS WHEREOF, the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, all as of
the date written above.
ONE GROUP INVESTMENT TRUST
By: /s/ Xxxxx X. Xxxxx, Xx.
Title: President and Treasurer
BANC ONE INVESTMENT ADVISORS
CORPORATION
By: /s/ Xxxx X. Xxxxxx
Title: Senior Managing Director
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APPENDIX A
FEE PAYABLE TO ADVISER (AS A PERCENTAGE
FUNDS OF THE TRUST OF EACH FUND'S AVERAGE DAILY NET ASSETS)
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One Group Investment Trust Government Bond Portfolio .45%
One Group Investment Trust Balanced Portfolio .70%
One Group Investment Trust Mid Cap Growth Portfolio .65%
One Group Investment Trust Large Cap Growth Portfolio .65%
One Group Investment Trust Equity Index Portfolio .30%
One Group Investment Trust Bond Portfolio .60%
One Group Investment Trust Diversified Equity Portfolio .74%
One Group Investment Trust Diversified Mid Cap Portfolio .74%
One Group Investment Trust Mid Cap Value Portfolio .74%
ONE GROUP INVESTMENT TRUST
BY: /s/ Xxxxx X. Xxxxx, Xx.
TITLE: President and Treasurer
BANC ONE INVESTMENT ADVISORS
CORPORATION
BY: /s/ Xxxx X. Xxxxxx
TITLE: Senior Managing Director
DATED: February 17, 1999
