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FORM N-1A, Item 23(d)
ADDENDUM TO THE INVESTMENT ADVISORY AGREEMENT
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ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement (the "Agreement"), made the 8th day of
March, 1990 and amended the 15th day of May, 1995, the 19th day of November,
1997, the 29th day of March, 1999, the 15th day of March, 2002, the 21st day of
March, 2003 and the 12th day of March, 2004 between the OneAmerica Funds, Inc.
(the "Fund"), a Maryland corporation, and American United Life Insurance
Company(R) (the "Adviser" or "AUL"), a life insurance company domiciled in
Indiana, is hereby amended by the addition of the provisions set forth in this
addendum to the Agreement, which is made this 24th day of February, 2006.
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares of Common Stock in separate
portfolios with each such portfolio representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Fund currently consists of four separate portfolios designated
as the OneAmerica Value Portfolio, the OneAmerica Investment Grade Bond
Portfolio, the OneAmerica Money Market Portfolio and the OneAmerica Asset
Director Portfolio (each a "Portfolio"); and
WHEREAS, the Fund intends to establish one additional portfolio to be
designated as the OneAmerica Socially Responsive Portfolio (the "Socially
Responsive Portfolio"); and
WHEREAS, the Fund desires to appoint the Adviser as investment adviser to
the Socially Responsive Portfolio under the provisions set forth in the
Agreement and in this Addendum to the Agreement; and
WHEREAS, the Adviser is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parities hereto as follows:
1. In addition to its responsibilities as specified in the Agreement, the Fund
hereby appoints the Adviser to provide investment advisory services to the
Socially Responsive Portfolio which, in addition to all other Portfolios
previously established, shall be deemed Portfolios under the Agreement,
subject to the terms and conditions as specified in the Agreement,
including paragraph six (6), "Compensation," as amended by this Addendum.
2. Paragraph six (6), ("Compensation") of the Agreement is amended by adding
the following underscored language to paragraph six (6), which is restated
as follows:
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 of the OneAmerica Value, OneAmerica Investment
Grade Bond, OneAmerica Money Market, and OneAmerica Asset Director
Portfolios, calculated and accrued daily and paid each month, (or on a
pro-rata basis for any portion of a month for which such services are
provided) according to the following formula: (A) an amount at an
annual rate of: 0.50% of the average daily net assets of the
OneAmerica Value Portfolio, the OneAmerica Investment Grade Bond
Portfolio and the OneAmerica Asset Director Portfolio, 0.40% of the
average daily net assets of the OneAmerica Money Market Portfolio, and
0.70% of the average daily net assets of the OneAmerica Socially
Responsive Portfolio; (B) minus, until the Termination of the Expense
Assumption Agreement, the amount by which the Portfolio's aggregate
ordinary operating expenses exceed 1.0% for the OneAmerica Value,
Investment Grade Bond and Asset Director and Money Market Funds and
1.20% for the OneAmerica Socially Responsive Portfolio (plus any
distribution fee paid pursuant to a 12b-1 agreement) of the
Portfolio's average daily net assets during the year, but in no event
more than the amount described in (A), above (the "Reduced Amount"),
if any; and (C) plus, if the aggregate ordinary operating expenses of
the Portfolio (excluding any distribution fee paid pursuant to a 12b-1
agreement) are less than 1.0% (or 1.20%) of the Portfolio's average
daily net assets during the year and if this Agreement is still in
effect, the lesser of (i) any Reduced Amount attributable to any of
the preceding five years that has not been previously reflected in a
fee increase received by the Adviser, with such Reduced Amounts
considered in the chronological order of their occurrence, or (ii) an
amount which, when added to the Portfolio's other ordinary operating
expenses, will cause the Portfolio's total ordinary operating expenses
to equal 1.0% (or 1.20%) of the Portfolio's average daily net assets
during the year. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
On Behalf of ONEAMERICA FUNDS, INC.
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxxx
__________________________________ ____________________________________
ATTEST: Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx
Assistant Secretary to the President
Board of Directors
On Behalf of AMERICAN UNITED LIFE INSURANCE COMPANY(R)
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxxx
__________________________________ ____________________________________
ATTEST: Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxxx
Secretary to the President & Chief Executive
Board of Directors Officer
