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EXHIBIT (5)(d)
SUB-INVESTMENT ADVISORY AGREEMENT, DATED AS OF AUGUST 20, 1998,
BETWEEN BANC ONE INVESTMENT
ADVISORS CORPORATION AND BANC ONE HIGH YIELD PARTNERS, LLC
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SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of August 20, 1998 by and between BANC ONE INVESTMENT
ADVISORS CORPORATION, an Ohio corporation with its principal office in Columbus,
Ohio (hereinafter called the "Investment Adviser") and BANC ONE HIGH YIELD
PARTNERS, LLC, an investment adviser with its principal office in Columbus, Ohio
(hereinafter called the "Sub-Adviser").
WHEREAS, the Investment Adviser serves as the Investment Adviser to The
One Group High Yield Fund (the "Fund") of The One Group (the "Trust"), a
Massachusetts business trust and an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser to
provide investment sub-advisory services to the Trust with regard to the Fund
and the Sub-Adviser is willing and believes it possesses legal authority to make
available such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Retention. The Investment Adviser hereby retains the Sub-Adviser to
provide certain sub-investment advisory services herein set forth to it with
regard to the Fund for the period and on the terms set forth in this Agreement.
The Sub-Adviser accepts such retention and agrees to furnish the services herein
set forth for the compensation herein provided.
2. Delivery of Documents. The Investment Adviser has furnished the
Sub-Adviser with copies properly certified or authenticated of each of the
following documents:
(a) the Trust's Amended and Restated Declaration of Trust, as
filed with the Secretary of State of the Commonwealth of Massachusetts
on February 19, 1993, and all amendments thereto or restatements
thereof (such Declaration, as presently in effect and as it shall from
time to time be amended or restated, is herein called the "Declaration
of Trust");
(b) the Trust's Code of Regulations and amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Sub-Adviser and approving this Agreement;
(d) the Trust's original Notification of Registration on Form
N-8A under the 1940 Act as filed with the Securities and Exchange
Commission on February 20, 1985 and all amendments thereto;
(e) the Trust's current Registration Statement on Form N-lA
under the Securities Act of 1933, as amended ("1933 Act"), and under
the 1940 Act as filed with the Securities and Exchange Commission and
all amendments thereto; and
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(f) the Trust's most recent prospectus and Statement of
Additional Information relating to the Fund (such prospectus and
Statement of Additional Information, as presently in effect, and all
amendments and supplements thereto are herein collectively called the
"Prospectus").
The Investment Adviser will promptly furnish the Sub-Adviser with
copies of all amendments of or supplements to the foregoing documents.
3. Management. Subject always to the instructions and supervision of
the Investment Adviser and the Trust's Board of Trustees, the Sub-Adviser will
provide a continuous investment program for the Fund, including investment
research and management with respect to all securities and investments and cash
equivalents in the Fund. The Sub-Adviser will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Trust with respect to the Fund and will place all purchase and sale orders on
behalf of the Trust with respect to the Fund. The Sub-Adviser will provide the
services under this Agreement in accordance with the Fund's investment
objective, policies and restrictions as stated in the Prospectus and resolutions
of the Trust's Board of Trustees. The Sub-Adviser further agrees that it:
(a) will use the same skill and care in providing such services
as it uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will comply in all material respects with all applicable
Rules and Regulations of the Securities and Exchange Commission and in
addition will conduct its activities under this Agreement in accordance
with any applicable regulations pertaining to the investment advisory
activities of the Sub-Adviser;
(c) will not make loans to any person to purchase or carry units
of beneficial interest ("Shares") in the Fund or make loans to the
Trust;
(d) will place orders pursuant to its investment determinations
for the Fund either directly with the issuer or with any broker or
dealer. In placing orders with brokers and dealers, the Sub-Adviser
will attempt to obtain prompt execution of orders in an effective
manner at the most favorable price. Consistent with this obligation,
when the execution and price offered by two or more brokers or dealers
are comparable, the Sub-Adviser may, in its discretion, purchase and
sell portfolio securities to and from brokers and dealers who provide
the Sub-Adviser with research advice and other services. In no instance
will portfolio securities be purchased from or sold to The One Group
Services Company, the Investment Adviser, the Sub-Adviser or any
affiliated person of either the Trust, The One Group Services Company,
the Investment Adviser, or the Sub-Adviser, except to the extent
permitted by the 1940 Act;
(e) will treat confidentially and as proprietary information of
the Trust 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 in the performance of its
responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Trust, which approval shall not be
unreasonably withheld. The foregoing shall not apply to any information
that is publicly available when provided or thereafter becomes publicly
available other than
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through a breach of this Agreement, or that is required or requested to
be disclosed by the Securities and Exchange Commission or any other
regulatory examiner of the Sub-Adviser, any auditor of the parties
hereto, by judicial or administrative process or otherwise by
applicable law or regulation. Nothing herein shall restrict the
Sub-Adviser's ability to publish information regarding the performance
of accounts under its management; and
(f) will maintain its policy and practice of conducting its
fiduciary functions independently. In making investment recommendations
for the Fund, the Sub-Adviser's personnel will not inquire or take into
consideration whether the issuers of securities proposed for purchase
or sale for the Fund's account are customers of the Investment Adviser,
the Sub-Adviser or the parents or subsidiaries or affiliates of the
Investment Adviser or Sub-Adviser. In dealing with such customers, the
Sub-Adviser and its parent, subsidiaries, and affiliates will not
inquire or take into consideration whether securities of those
customers are held by the Trust.
4. Services Not Exclusive. The investment advisory services furnished
by the Sub-Adviser hereunder are not to be deemed exclusive. Except to the
extent necessary to perform the Sub-Adviser's obligations under this Agreement,
nothing herein shall be deemed to limit or restrict the right of the
Sub-Adviser, or any subsidiary or affiliate of the Sub-Adviser, or any employee
of the Sub-Adviser, to engage in any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other person.
5. Books and Records. In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
3la-2 under the 1940 Act all records which it maintains for the Fund that are
required to be maintained by Rule 3la-1 under the 1940 Act.
6. Expenses. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions, if
any) purchased for the Trust. The Trust and the Investment Adviser will be
responsible for all of their respective expenses and liabilities.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Investment Adviser will pay the Sub-Adviser and
the Sub-Adviser will accept as full compensation therefor a fee computed daily
and paid monthly in arrears on the first business day of each month at an annual
rate of seventy one-hundredths of one percent (0.70%) of the Fund's average
daily net assets.
If the fee payable to the Sub-Adviser pursuant to this Section 7 begins
to accrue before the end of any month or if this Agreement terminates before the
end of any month, the fee for the period from such date to the end of such month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. For purposes of
calculating fees, the value of the Trust's net assets shall be computed in the
manner specified in the Prospectus and the Trust's Declaration of Trust
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for the computation of the value of the Trust's net assets in connection with
the determination of the net asset value of the Trust's shares. Payment of said
compensation shall be the sole responsibility of the Investment Adviser and
shall in no way be an obligation of the Fund or of the Trust.
8. Limitation of Liability. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or fact or for any loss suffered by the
Trust or the Investment Adviser in connection with the performance of this
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
9. Duration and Termination. This Agreement will become effective as of
the date first written above, provided that it shall have been approved by vote
of a majority of the outstanding voting securities of the Fund, in accordance
with the requirements under the 1940 Act, and, unless sooner terminated as
provided herein, shall continue in effect until November 30, 1999.
Thereafter, if not terminated, this Agreement shall continue in effect
for successive periods of twelve months each ending on November 30 of each year,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Trust's Board of Trustees who are not
parties to this Agreement or interested persons of the Trust, the Sub-Adviser,
or the Investment Adviser, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the vote of a majority of the Trust's Board
of Trustees or by the vote of a majority of the outstanding voting securities of
the Fund. Notwithstanding the foregoing, this Agreement may be terminated at any
time on sixty days' written notice, without the payment of any penalty, by the
Trust (by vote of the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund), by the Investment Adviser or by the
Sub-Adviser. This Agreement will immediately terminate in the event of its
assignment and upon termination of the Investment Advisory Agreement between the
Trust and the Investment Advisor. (As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested persons" and
"assignment" shall have the same meaning of such terms in the 1940 Act.)
10. Amendment of this Agreement. No provision 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.
11. 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.
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of the Commonwealth of Massachusetts.
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The names "The One Group" and "Trustees of The One Group" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Amended and
Restated Declaration of Trust dated as of February 11, 1993 to which reference
is hereby made and a copy of which is on file at the office of the Secretary of
State of the Commonwealth of Massachusetts and elsewhere as required by law, and
to any and all amendments thereto so filed or hereafter filed. The obligations
of "The One Group" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of Shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
BANC ONE INVESTMENT ADVISORS CORPORATION
By: /s/ XXXX X. XXXXXX
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Title: Senior Managing Director
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BANC ONE HIGH YIELD PARTNERS, LLC
By: /s/ XXXXXXX X. XXXXX, XX.
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Title: Vice President -- Portfolio Manager
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The One Group hereby acknowledges
and agrees to the provisions of
paragraph 3(e) of this Agreement.
THE ONE GROUP
By: /s/ XXXX X. XXXXXX
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Title: President
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