1
EXHIBIT (5)(e)
SUB-ADVISORY AGREEMENT (FOR THE AGGRESSIVE GROWTH
PORTFOLIO) BETWEEN OHIO NATIONAL INVESTMENTS, INC.
AND STRONG CAPITAL MANAGEMENT, INC., DATED MAY 1, 1996
2
SUB-ADVISORY AGREEMENT
This Agreement is made as of the first day of May, 1996 by and between OHIO
NATIONAL INVESTMENTS, INC., an Ohio corporation (the "Adviser"), and STRONG
CAPITAL MANAGEMENT, INC., a Wisconsin corporation (the "Sub-Adviser").
WHEREAS, OHIO NATIONAL FUND, INC. (the "Fund"), is a Maryland corporation that
is registered under the Investment Company Act of 1940, as amended, (together
with the regulations promulgated pursuant thereto, the "1940 Act"); and
WHEREAS, the Adviser is a registered investment adviser under the Investment
Advisers Act of 1940, as amended, (together with the regulations promulgated
pursuant thereto, the "Advisers Act"); and
WHEREAS, the Adviser has been appointed as investment adviser to the Fund in
accordance with the 1940 Act and the Advisers Act; and
WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Advisers Act and engages in the business of providing investment advisory
services; and
WHEREAS, the Fund has authorized the Adviser to appoint the Sub-Adviser, subject
to the requirements of the 1940 Act and the Advisers Act, as a sub-adviser with
respect to that portion of the assets of the Fund designated as the AGGRESSIVE
GROWTH PORTFOLIO of the Fund on the terms and conditions set forth below;
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
SECTION 1. Investment Advisory Services
(a) The Adviser hereby retains the Sub-Adviser, and the Sub-Adviser hereby
accepts engagement by the Adviser, to supervise and manage on a
fully-discretionary basis the cash, securities and other assets of the
Aggressive Growth Portfolio that the Adviser shall from time to time place under
the supervision of the Sub-Adviser (such cash, securities and other assets
initially and as same shall thereafter be increased or decreased by the
investment performance thereof and by additions thereto and withdrawals
therefrom by the Adviser shall hereinafter be referred to as the "Portfolio").
(b) All activities by the Sub-Adviser on behalf of the Adviser and the Portfolio
shall be in accordance with the investment objectives, policies and restrictions
set forth in the 1940 Act and in the Fund's prospectus and statement of
additional information, as amended from time to time (together, the
"Prospectus") and as interpreted from time to time by the Board of Directors of
the Fund and by the Adviser. All activities of the Sub-Adviser on behalf of the
Adviser and the Portfolio shall also be subject to the due diligence oversight
and direction of the Adviser.
(c) Subject to the supervision of the Adviser, the Sub-Adviser shall have the
sole and exclusive responsibility to select members of securities exchanges,
brokers, dealers and futures commission merchants for the execution of
transactions of the Portfolio and, when applicable, shall negotiate commissions
in connection therewith. The Sub-Adviser is authorized, subject to the
supervision of the Adviser and the Board of Directors of the Fund, to place
orders for the purchase and sale of the Portfolio's investments with or through
such persons, brokers or dealers, including the Sub-Adviser or affiliates
thereof, and to negotiate commissions to be paid on such transactions in
accordance with
3
the Fund's policy with respect to brokerage as set forth in the Statement of
Additional Information. The Sub-Adviser may, on behalf of the Portfolio, pay
brokerage commissions to a broker which provides brokerage and research services
to the Sub-Adviser in excess of the amount another broker would have charged for
effecting the transaction, provided (i) the Sub-Adviser determines in good faith
that the amount is reasonable in relation to the value of the brokerage and
research services provided by the executing broker in terms of the particular
transaction or in terms of the Sub-Adviser's overall responsibilities with
respect to the Portfolio and the accounts as to which the Sub-Adviser exercises
investment discretion, (ii) such payment is made in compliance with Section
28(e) of the Securities Exchange Act of 1934, as amended, and any other
applicable laws and regulations, and (iii) in the opinion of the Sub-Adviser,
the total commissions paid by the Portfolio will be reasonable in relation to
the benefits to the Portfolio over the long term. It is recognized that the
services provided by such brokers may be useful to the Sub-Adviser in connection
with the Sub-Adviser's services to other clients.
(d) In carrying out its obligations to manage the investments and reinvestments
of the assets of the Portfolio, the Sub-Adviser shall: (1) obtain and evaluate
pertinent economic, statistical, financial and other information affecting the
economy generally and individual companies or industries the securities of which
are included in the Portfolio or are under consideration for inclusion therein;
(2) formulate and implement a continuous investment program for the Portfolio
consistent with the investment objectives and related investment policies and
restrictions for such Portfolio as set forth in the Prospectus; and (3) take
such steps as are necessary to implement the aforementioned investment program
by placing orders for the purchase and sale of securities.
(e) In connection with the purchase and sale of securities of the Portfolio, the
Sub-Adviser shall arrange for the transmission to the Adviser and the
Portfolio's custodian on a daily basis such confirmation, trade tickets and
other documents as may be necessary to enable them to perform their
administrative responsibilities with respect to the Portfolio. With respect to
Portfolio securities to be purchased or sold through the Depository Trust
Company, the Sub-Adviser shall arrange for the automatic transmission of the
I.D. confirmation of the trade to the Portfolio's custodian.
(f) The Sub-Adviser will maintain all books and records required to be
maintained pursuant to the Investment Company Act and the rules and regulations
promulgated thereunder with respect to transactions made by it on behalf of the
Portfolio including, without limitation, the books and records required by
Subsections (b)(1), (5), (6), (7), (9), (10) and (11) and Subsection (f) of Rule
31a-1 under the 1940 Act and shall timely furnish to the Adviser all information
relating to the Sub-Adviser's services hereunder needed by the Adviser to keep
such other books and records of the Portfolio required by Rule 31a-1 under the
1940 Act. The Sub-Adviser will also preserve all such books and records for the
periods prescribed in Rule 31a-2 under the 1940 Act, and agrees that such books
and records shall remain the sole property of the Fund and shall be immediately
surrendered to the Fund upon request. The Sub-Adviser further agrees that all
books and records maintained hereunder shall be made available to the Fund or
the Adviser at any time upon request, including telecopy without unreasonable
delay, during any business day.
(g) The Sub-Adviser shall render such reports to the Adviser and/or to the Board
of Directors of the Fund concerning the investment activity and composition of
the Portfolio in such form and at such intervals as the Adviser or the Board may
from time to time reasonably require.
(h) In acting under this Agreement, the Sub-Adviser shall be an independent
contractor and not an agent of the Adviser or the Fund and shall have no
authority to act for or represent the Fund or the Adviser in any way or
otherwise be deemed an agent of the Fund or the Adviser.
2
4
SECTION 2. Expenses
(a) The Sub-Adviser shall assume and pay all of its own costs and expenses,
including those for furnishing such office space, office equipment, office
personnel and office services as the Sub-Adviser may require in the performance
of its duties under this Agreement.
(b) The Fund shall bear all expenses of the Portfolio's organization and
registration, and the Fund and Adviser shall bear all of their respective
expenses of their operations and businesses not expressly assumed or agreed to
be paid by the Sub-Adviser under this Agreement. In particular, but without
limiting the generality of the foregoing, the Fund shall pay any fees due to the
Adviser, all interest, taxes, governmental charges or duties, fees, brokerage
and commissions of every kind arising hereunder or in connection herewith,
expenses of transactions with shareholders of the Portfolio, expenses of
offering interests in the Portfolio for sale, insurance, association membership
dues, all charges of custodians (including fees as custodian and for keeping
books, performing portfolio valuations and rendering other services to the
Fund), independent auditors and legal counsel, expenses of preparing, printing
and distributing all prospectuses, proxy material, reports and notices to
shareholders of the Fund, and all other costs incident to the Portfolio's
existence.
SECTION 3. Use of Services of Others
The Sub-Adviser may (at its expense except as set forth in Sections 1(c) and 2
hereof) employ, retain or otherwise avail itself of the services or facilities
of other persons or organizations for the purpose of providing the Sub-Adviser
with such statistical or factual information, such advice regarding economic
factors and trends or such other information, advice or assistance as the
Sub-Adviser may deem necessary, appropriate or convenient for the discharge of
the Sub-Adviser's obligations hereunder or otherwise helpful to the Fund and the
Portfolio.
SECTION 4. Sub-Advisory Fees
In consideration of the Sub-Adviser's services to the Fund hereunder, the
Sub-Adviser shall be entitled to a sub-advisory fee, payable monthly, at the
annual rate of 0.7% of the first fifty million dollars ($50,000,000) of the
average daily net assets of the Portfolio during the month preceding each
payment, and 0.5% of the average daily net assets of the Portfolio in excess of
fifty million dollars ($50,000,000) (the "Sub-Advisory Fee") during such period.
The Sub-Advisory Fee shall be accrued for each calendar day and the sum of the
daily Sub-Advisory Fee accruals shall be paid monthly to the Sub-Adviser on or
before the fifth business day of the next succeeding month. The daily fee
accruals will be computed on the basis of the valuations of the total net assets
of the Portfolio as of the close of business each day. The Sub-Advisory Fee
shall be payable solely by the Adviser, and the Fund shall not be liable to the
Sub-Adviser for any unpaid Sub-Advisory Fee.
SECTION 5. Limitation of Liability of Sub-Adviser
(a) In the absence of willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder or its reckless disregard of its duties
under this Agreement, the Sub-Adviser shall not be subject to any liability to
the Fund, the shareholders of the Fund or to the Adviser. The Sub-Adviser shall
not be liable to the Fund or to any shareholder of the Fund or to the Adviser
for any claim or loss arising out of any investment or other act or omission in
the performance of the Sub-Adviser's duties under this Agreement, or for any
loss or damage resulting from the imposition by any government of exchange
control restrictions which might affect the liquidity of the Fund's assets
maintained with custodians or securities depositories in foreign countries, or
from any political acts of any foreign governments to which such assets might be
exposed, or for any tax of any kind, including without limitation any statutory,
governmental, state, provincial, regional, local or municipal imposition, duty,
contribution or levy imposed by any government or governmental agency upon or
with respect to such assets or income earned with respect thereto (collectively
"Taxation").
3
5
(b) In the event the Sub-Adviser is assessed any taxation in respect of the
assets, income or activities of the Portfolio, the Adviser and the Fund jointly
will indemnify the Sub-Adviser for all such amounts wherever imposed, together
with all penalties, charges, costs and interest relating thereto and all
expenditures, including reasonable attorney's fees, incurred by the Sub-Adviser
in connection with the defense or settlement of any such assessment. The
Sub-Adviser shall undertake and control the defense or settlement of any such
assessment, including the selection of counsel or other professional advisers,
provided that the selection of such counsel and advisers and the settlement of
any assessment shall be subject to the approval of the Adviser and the Fund,
which approvals shall not be unreasonably withheld. The Adviser and the Fund
shall have the right to retain separate counsel and assume the defense or
settlement on behalf of the Adviser and the Fund, as the case may be, of any
such assessment if representation of the Adviser and the Fund by counsel
selected by the Sub-Adviser would be inappropriate due to actual or potential
conflicts of interest.
SECTION 6. Services to Other Clients and the Fund
(a) Subject to compliance with the 1940 Act, nothing contained in this Agreement
shall be deemed to prohibit the Sub-Adviser or any of its affiliated persons
from acting, and being separately compensated for acting, in one or more
capacities on behalf of the Fund. The Adviser and the Fund understand that the
Sub-Adviser may act as investment manager or in other capacities on behalf of
other customers including entities registered under the 1940 Act. While
information, recommendations and actions which the Sub-Adviser supplies to and
does on behalf of the Portfolio shall in the Sub-Adviser's judgment be
appropriate under the circumstances in light of the investment objectives and
policies of the Fund, as set forth in the Prospectus delivered to the
Sub-Adviser from time to time, it is understood and agreed that they may be
different from the information, recommendations and actions the Sub-Adviser or
its affiliated persons supply to or do on behalf of other clients. The
Sub-Adviser and its affiliated persons shall supply information, recommendations
and any other services to the Portfolio and to any other client in an impartial
and fair manner in order to seek good results for all clients involved. As used
herein, the term "affiliated person" shall have the meaning assigned to it in
the 1940 Act.
(b) On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of the
Sub-Adviser, the Sub-Adviser may, but shall be under no obligation, to the
extent permitted by applicable law, aggregate the securities to be so sold or
purchased in order to obtain the best execution or lower brokerage commissions,
if any. The Sub-Adviser may also on occasion purchase or sell a particular
security for one or more customers in different amounts. On either occasion, and
to the extent permitted by applicable law and regulations, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to the Fund and
to such other clients.
(c) The Sub-Adviser agrees to use the same skill and care in providing services
to the Fund as it uses in providing services to fiduciary accounts for which it
has investment responsibility. The Sub-Adviser will comply with all applicable
rules and regulations of the Securities and Exchange Commission.
SECTION 7. Reports to the Sub-Adviser
(a) The Adviser shall furnish to the Sub-Adviser the Prospectus, proxy
statements, reports and other information relating to the business and affairs
of the Fund as the Sub-Adviser may, at any time or from time to time, reasonably
require in order to discharge the Sub-Adviser's duties under this Agreement.
4
6
(b) The Adviser hereby agrees to provide to the Sub-Adviser any amendments,
supplements or other changes to the Fund's Articles of Incorporation, By-Laws,
currently effective registration statement under the 1940 Act, including any
amendments or supplements thereto, and Notice of Eligibility under Rule 4.5 of
the Commodity Exchange Act (collectively, "Governing Instruments and Regulatory
Filings") as soon as practicable after such materials become available and, upon
receipt by the Sub-Adviser, the Sub-Adviser will act in accordance with such
amended, supplemented or otherwise changed Governing Instruments and Regulatory
Filings.
(c) Except for the restrictions necessary to comply with Section 817(h) of the
Internal Revenue Code of 1986, as amended and Treasury Regulations Section
1.817-5 (the "Tax Restrictions"), Adviser represents and warrants that the
investment objective of the Portfolio is identical to, and that investment
policies, restrictions and limitations of the Portfolio are no more restrictive
or limiting than, those contained in the current prospectus and statement of
additional information of the Strong Discovery Fund, Inc. Except to the extent
of the Tax Restrictions, and to the extent that the parties hereto may otherwise
agree in writing, and subject to the approval of the Fund's Board of Directors
and, in the case of fundamental policies, approval of the Portfolio's
shareholders, Adviser shall cause the Fund to file such amendments, supplements
and stickers to its Prospectus and Statement of Additional Information as are
necessary to ensure that the investment policies, restrictions and limitations
applicable to the Portfolio are at all times no more restrictive than those
contained in the prospectus and statement of additional information, as the same
may be amended or supplemented from time to time, of the Strong Discovery Fund,
Inc., provided that the Sub-Adviser shall have afforded the Adviser sufficient
notice of such changes to Strong Discovery Fund, Inc. so as to enable
corresponding changes to be timely made with regard to the Portfolio's
investment objectives, policies, restrictions and limitations. Adviser shall not
permit the investment objective of the Portfolio to change without the prior
written consent of the Sub-Adviser unless such change is in response to a change
made to the Strong Discovery Fund, Inc. and then, only to the extent necessary
to make the investment objective of the Portfolio substantially identical to
that of the Strong Discovery Fund, Inc.
SECTION 8. Term of Agreement
This Agreement shall be effective on the date hereof. Unless earlier terminated
as hereinafter provided, this Agreement shall continue in effect until approved
by a majority vote of the voting securities of the Portfolio, at a meeting to
take place not more than one year after the effective date of the Fund's
registration statement relating to the Portfolio. Thereafter, this Agreement
shall continue in effect from year to year, subject to approval annually by the
Board of Directors of the Fund or by vote of a majority of the voting securities
of the Portfolio and also, in either event, by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
Directors of the Fund who are not parties to this Agreement or interested
persons (as defined in the 0000 Xxx) of any such person.
SECTION 9. Termination of Agreement; Assignment
(a) This Agreement may be terminated by either party hereto without the payment
of any penalty, upon 90 days' prior notice in writing to the other party and to
the Fund, or upon 60 days' written notice by the Fund to the two parties;
provided, that in the case of termination by the Fund such action shall have
been authorized by resolution of a majority of the Board of Directors of the
Fund or by vote of a majority of the voting securities of the Portfolio. In
addition, this Agreement shall terminate upon the later of (1) the termination
of the Adviser's agreement to provide investment advisory services to the Fund
or (2) notice to the Sub-Adviser that the Adviser's agreement to provide
investment advisory services to the Fund has terminated.
(b) This Agreement shall automatically terminate in the event of its assignment
(as defined in the 1940 Act).
5
7
(c) Termination of this Agreement for any reason shall not affect rights of the
parties that have accrued prior thereto.
SECTION 10. Notices
(a) The Sub-Adviser agrees to promptly notify the Adviser of the occurrence of
any of the following events: (1) any change in the portfolio manager of the
Strong Discovery Fund, Inc. or the Portfolio; (2) the Sub-Adviser fails to be
registered as an investment adviser under the Advisers Act or under the laws of
any jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement; or
(3) the Sub-Adviser is the subject of any action, suit, proceeding, inquiry or
investigation at law or in equity, before or by any court, public board or body,
involving the affairs of the Portfolio.
(b) Any notice given hereunder shall be in writing and may be served by being
sent by telex, facsimile or other electronic transmission or sent by registered
mail or by courier to the address set forth below for the party for which it is
intended. A notice served by mail shall be deemed to have been served seven days
after mailing and in the case of telex, facsimile or other electronic
transmission twelve hours after dispatch thereof. Addresses for notice may be
changed by written notice to the other party.
If to the Adviser:
Ohio National Investments, Inc.
X.X. Xxx 000
Xxxxxxxxxx, Xxxx 00000
Fax No. (000) 000-0000
With a copy to:
Xxxxxx X. Xxxx, President
Ohio National Investments, Inc.
X.X. Xxx 000
Xxxxxxxxxx, Xxxx 00000
If to the Sub-Adviser:
Strong Capital Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxxxx Xxxx Xxxxxxx
Fax No. (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxx, General Counsel
Strong Capital Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Fax No. (000) 000-0000
6
8
SECTION 11. Governing Law
This Agreement shall be governed by and subject to the requirements of the laws
of the State of Ohio without reference to the choice of law provisions thereof.
SECTION 12. Applicable Provisions of Law
The Agreement shall be subject to all applicable provisions of law, including,
without limitation, the applicable provisions of the 1940 Act, and to the extent
that any provisions herein contained conflict with any such applicable
provisions of law, the latter shall control.
SECTION 13. Counterparts
This Agreement may be entered into in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
SECTION 14. Representations and Warranties of Sub-Adviser
The Sub-Adviser represents and warrants to the Adviser and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Advisers
Act;
(b) The Sub-Adviser has filed a notice of exemption pursuant to Rule 4.14 under
the CEA with the Commodity Futures Trading Commission (the "CFTC") and the
National Futures Association;
(c) The Sub-Adviser is a corporation duly organized and validly existing under
the laws of the State of Wisconsin with the power to own and possess its assets
and carry on its business as it is now being conducted;
(d) The execution, delivery and performance by the Sub-Adviser of this Agreement
are within the Sub-Adviser's powers and have been duly authorized, and no action
by or in respect of, or filing with, any governmental body, agency or official
is required on the part of the Sub-Adviser for the execution, delivery and
performance by the Sub-Adviser of this Agreement, and the execution, delivery
and performance by the Sub-Adviser of this Agreement do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Sub-Adviser's governing instruments, or (iii) any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Sub-Adviser;
(e) This Agreement is a valid and binding agreement of the Sub-Adviser;
(f) A true and complete copy of the Form ADV of the Sub-Adviser, as amended to
the date hereof and filed with the Commission has been furnished to the Adviser,
and the information contained therein is accurate and complete in all material
respects and does not omit to state any material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading.
(g) The Sub-Adviser agrees to observe and comply with Rule 17j-1 under the 1940
Act and the Sub-Adviser's Code of Ethics, as may be amended from time to time.
SECTION 15. Representations and Warranties of Adviser.
The Adviser represents and warrants to the Sub-Adviser as follows:
7
9
(a) The Adviser is registered as an investment adviser under the Advisers Act;
(b) The Fund has filed a Notice of Eligibility under Rule 4.5 of the CEA, with
the Commodity Futures Trading Commission (the "CFTC") and the National Futures
Association;
(c) The Adviser is a corporation duly organized and validly existing under the
laws of the State of Ohio with the power to own and possess its assets and carry
on its business as it is now being conducted;
(d) The execution, delivery and performance by the Adviser of this Agreement are
within the Adviser's powers and have been duly authorized, and no action by or
in respect of, or filing with, any governmental body, agency or official is
required on the part of the Adviser for the execution, delivery and performance
by the Adviser of this Agreement, and the execution, delivery and performance by
the Adviser of this Agreement do not contravene or constitute a default under
(i) any provision of applicable law, rule or regulation, (ii) the Adviser's
governing instruments, or (iii) any agreement, judgment, injunction, order,
decree or other instrument binding upon the Adviser;
(e) This Agreement is a valid and binding agreement of the Adviser;
(f) A true and complete copy of the Form ADV of the Adviser, as amended to the
date hereof and filed with the Commission has been furnished to the Sub-Adviser,
and the information contained therein is accurate and complete in all material
respects and does not omit to state any material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading;
(g) The Adviser acknowledges that it received a copy of the Sub-Adviser's Form
ADV at least 48 hours prior to the execution of this Agreement.
(h) The Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act
and the Adviser's Code of Ethics as may be amended from time to time.
SECTION 16. Survival of Representations and Warranties: Duty to Update
Information.
All representations and warranties made by the Sub-Adviser and the Adviser
pursuant to Sections 14 and 15 hereof shall survive for the duration of this
Agreement and the Parties hereto shall immediately notify, but in no event later
than five (5) business days, each other in writing upon becoming aware that any
of the foregoing representations and warranties are no longer true. In addition,
the Sub-Adviser will deliver to the Adviser and the Fund copies of any
amendments, supplements or updates to any of the information provided to the
Adviser and attached as exhibits hereto within fifteen (15) days after becoming
available.
SECTION 17. Voting of Proxies
The Sub-Adviser shall direct the Fund's custodian as to how to vote such proxies
as may be necessary or advisable in connection with the any matters submitted to
a vote of shareholders of securities held by the Portfolio.
SECTION 18. Confidentiality
Subject to the duties of the Adviser, the Fund and the Sub-Adviser to comply
with applicable law, including any demand of any regulatory or taxing authority
having jurisdiction, the parties hereto shall treat as confidential all
information pertaining to the Fund and the actions of the Sub-Adviser, the
Adviser and the Fund in respect thereof.
8
10
SECTION 19. Non-Exclusivity
Adviser acknowledges and agrees that this Agreement and the arrangements
described herein are intended to be non-exclusive and that Sub-Adviser is free
to enter into similar agreements and arrangements with other entities.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the day and year first above written.
OHIO NATIONAL INVESTMENTS, INC.
By:
---------------------------------------------
Xxxxxx X. Xxxx
President
STRONG CAPITAL MANAGEMENT, INC.
By:
---------------------------------------------
Xxxxxxxx Xxxx Xxxxxxx
President of Strong Advisory
Services, a division of Strong
Capital Management, Inc.
Accepted and Agreed:
OHIO NATIONAL FUND, INC.
By:
-----------------------------
Xxxxxx X. Xxxxxxxxx
President
9
