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 and the 19th day of
November, 1997, between the AUL American Series Fund, 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 29th day of March, 1999.
WITNESSETH:
WHEREAS, the Fund has appointed American United Life Insurance Company(R) to
serve as the Investment Adviser to the Fund under the terms and conditions of
the Agreement; and
WHEREAS, the Fund has agreed to made certain payments to AUL for performing the
services set forth in the Agreement; and
WHEREAS, AUL has offered, effective May 1, 1999, to reduce the advisory fee paid
to it for the Money Market Portfolio under the Agreement; and
WHEREAS, the Fund is willing to agree to this reduction in the fee paid to the
Adviser for the Money Market Portfolio effective May 1, 1999;
NOW THEREFORE, in consideration of the mutual promises and covenants contained
in this Addendum, it is agreed between the parties hereto as follows:
Paragraph Six (6) "Compensation" of the Agreement is hereby amended by this
Addendum to read 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 AUL American Equity, AUL American Bond, and AUL American Managed
Portfolios, calculated and accrued daily and paid each month, according to the
following formula: (A) an amount at an annual rate of 0.50% of the average daily
net assets of the AUL American Equity, AUL American Bond and AUL American
Managed Portfolios, and an amount at an annual rate of 0.40% of the average
daily net assets of the Money Market Portfolio; (B) minus, until the later of
the Termination of the Expense Assumption Agreement or December 31, 1990, the
amount by which the Portfolio's aggregate ordinary operating expenses exceed
1.0% 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
are less than 1.0% 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% 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 consideration of the services to be rendered by the Adviser under
this Agreement,
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the Fund shall pay the Adviser a fee with respect to the Tactical Asset
Allocation Portfolio, calculated and accrued daily and paid each month, equal at
an annual rate of 0. 80 % of the average daily net assets of such Portfolio and
a fee with respect to the LifeStyle Portfolios, calculated and accrued daily and
paid each month, equal at an annual rate of 0.70% of the average daily net
assets of such Portfolios.
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 AUL AMERICAN SERIES FUND, INC.
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ATTEST: Xxxxxxx X. Xxxxxx, Secretary Xxxxx X. Xxxxxx, Chairman of the Board
to the Board of Directors of Directors
On Behalf of AMERICAN UNITED LIFE INSURANCE COMPANY(R)
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ATTEST: Xxxxxxx X. Xxxxx, Secretary Xxxxx X. Xxxxxx, Chairman of the Board,
the Board of Directors President and Chief Executive Officer
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