ADMINISTRATION AGREEMENT
AGREEMENT made as of __________________, by and between OneAmerica Funds,
Inc. a Maryland corporation (the "Fund"), and The Bank of New York, a New York
banking organization (the "Administrator").
W I T N E S S E T H :
WHEREAS, the Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain the Administrator to provide
administration services for the portfolios identified on Exhibit A hereto (each,
a "Series") and the Administrator is willing to provide such services, all as
more fully set forth below;
NOW THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereby agree as follows:
1. Appointment.
The Fund hereby appoints the Administrator as its agent for the term of
this Agreement to perform the services described herein. The Administrator
hereby accepts such appointment and agrees to perform the duties hereinafter set
forth.
2. Representations and Warranties.
The Fund hereby represents and warrants to the Administrator, which
representations and warranties shall be deemed to be continuing, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted, to
enter into this Agreement and to perform its obligations hereunder;
(b) This Agreement has been duly authorized, executed and delivered by the Fund
in accordance with all requisite action and constitutes a valid and legally
binding obligation of the Fund, enforceable in accordance with its terms;
and
(c) It is conducting its business in compliance with all applicable laws and
regulations, both state and federal, and has obtained all regulatory
licenses, approvals and consents necessary to carry on its business as now
conducted; there is no statute, regulation, rule, order or judgment binding
on it and no provision of its charter or by-laws, nor of any mortgage,
indenture, credit agreement or other contract binding on it or affecting
its property which would prohibit its execution or performance of this
Agreement.
3. Delivery of Documents.
(a) The Fund will promptly deliver to the Administrator true and correct copies
of each of the following documents as currently in effect and will promptly
deliver to it all future amendments and supplements thereto, if any:
(i) The Fund's articles of incorporation or other organizational document
and all amendments thereto (the "Charter");
(ii) The Fund's bylaws (the "Bylaws");
(iii)Resolutions of the Fund's board of directors or other governing body
(the "Board") authorizing the execution, delivery and performance of
this Agreement by the Fund;
(iv) The Fund's registration statement most recently filed with the
Securities and Exchange Commission (the "SEC") relating to the shares
of the Fund (the "Registration Statement");
(v) The Fund's Notification of Registration under the 1940 Act on Form
N-8A filed with the SEC; and
(vi) The Fund's Prospectus and Statement of Additional Information
pertaining to the Series (collectively, the "Prospectus").
(b) The copy of the Charter shall be certified by the Secretary of State (or
other appropriate official) of the state of organization, and if the
Charter is required by law also to be filed with a county or other officer
or official body, a certificate of such filing shall be filed with a
certified copy submitted to the Administrator. The copy of the Bylaws,
Registration Statement and Prospectus, and all amendments thereto, and
copies of Board resolutions, shall be certified by the Secretary or an
Assistant Secretary of the Fund.
(c) It shall be the sole responsibility of the Fund to deliver to the
Administrator its currently effective Prospectus and the Administrator
shall not be deemed to have notice of any information contained in such
Prospectus until it is actually received by the Administrator.
4. Duties and Obligations of the Administrator.
(a) Subject to the direction and control of the Fund's Board and the provisions
of this Agreement, the Administrator shall provide to the Fund the
administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at its expense,
office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to the
management, investment advisory or sub-advisory functions of the Fund,
distribution of shares of the Fund, maintenance of the Fund's financial
records or other services normally performed by the Fund's respective
counsel or independent auditors.
(d) Upon receipt of the Fund's prior written consent (which shall not be
unreasonably withheld), the Administrator may delegate any of its duties
and obligations hereunder to any delegee or agent whenever and on such
terms and conditions as it deems necessary or appropriate. Notwithstanding
the foregoing, no Fund consent shall be required for any such delegation to
any other subsidiary of The Bank of New York Company, Inc. The
Administrator shall not be liable to the Fund for any loss or damage
arising out of, or in connection with, the actions or omissions of any
delegee or agent utilized hereunder so long as the Administrator acts in
good faith and without negligence or willful misconduct in the selection of
such delegee or agent, provided the Fund has consented to such delegation.
(e) The Fund shall cause its officers, advisors, sponsor, distributor, legal
counsel, independent accountants, current administrator (if any) and
transfer agent to cooperate with the Administrator and to provide the
Administrator, upon request, with such information, documents and advice
relating to the Fund as is within the possession or knowledge of such
persons, in order to enable the Administrator to perform its duties
hereunder. In connection with its duties hereunder, the Administrator shall
be entitled to rely, and shall be held harmless by the Fund when acting in
reliance, upon the instructions, advice or any documents relating to the
Fund provided to the Administrator by any of the aforementioned persons.
The Administrator shall not be liable for any loss, damage or expense
resulting from or arising out of the failure of the Fund to cause any
information, documents or advice to be provided to the Administrator as
provided herein. All fees or costs charged by such persons shall be borne
by the Fund.
(f) Nothing in this Agreement shall limit or restrict the Administrator, any
affiliate of the Administrator or any officer or employee thereof from
acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of the Fund for written
instructions with respect to any matter arising in connection with the
Administrator's performance hereunder for the Fund, and the Administrator
shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with such instructions. Such application for
instructions may, at the option of the Administrator, set forth in writing
any action proposed to be taken or omitted to be taken by the Administrator
with respect to its duties or obligations under this Agreement and the date
on and/or after which such action shall be taken, and the Administrator
shall not be liable for any action taken or omitted to be taken in
accordance with a proposal included in any such application on or after the
date specified therein unless, prior to taking or omitting to take any such
action, the Administrator has received written instructions in response to
such application specifying the action to be taken or omitted. The
Administrator may consult with counsel to the Fund or its own counsel, at
the Fund's expense, and shall be fully protected with respect to anything
done or omitted by it in good faith in accordance with the advice or
opinion of such counsel.
(h) Notwithstanding any other provision contained in this Agreement or any
Schedule hereto, the Administrator shall have no duty or obligation to with
respect to, including, without limitation, any duty or obligation to
determine, or advise or notify the Fund of: (i) the taxable nature of any
distribution or amount received or deemed received by, or payable to, the
Fund, (ii) the taxable nature or effect on the Fund or its shareholders of
any corporate actions, class actions, tax reclaims, tax refunds or similar
events, (iii) the taxable nature or taxable amount of any distribution or
dividend paid, payable or deemed paid, by the Fund to it shareholders; or
(iv) the effect under any federal, state, or foreign income tax laws of the
Fund making or not making any distribution or dividend payment, or any
election with respect thereto.
(i) The Administrator shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in
this Agreement, Fund Administration Fee Schedule, which is incorporated
herein by reference, and Schedule I hereto, and no covenant or obligation
shall be implied against the Administrator in connection with this
Agreement.
5. Allocation of Expenses.
Except as otherwise provided herein, all costs and expenses arising or
incurred in connection with the performance of this Agreement shall be paid by
the appropriate Fund, including but not limited to, organizational costs and
costs of maintaining corporate existence, taxes, interest, brokerage fees and
commissions, insurance premiums, compensation and expenses of the Fund's
trustees, directors, officers or employees, legal, accounting and audit
expenses, management, advisory, sub-advisory, administration and shareholder
servicing fees, charges of custodians, transfer and dividend disbursing agents,
expenses (including clerical expenses) incident to the issuance, redemption or
repurchase of Fund shares, fees and expenses incident to the registration or
qualification under federal or state securities laws of the Fund or its shares,
costs (including printing and mailing costs) of preparing and distributing
Prospectuses, reports, notices and proxy material to the Fund's shareholders,
all expenses incidental to holding meetings of the Fund's trustees, directors
and shareholders, and extraordinary expenses as may arise, including litigation
affecting the Fund and legal obligations relating thereto for which the Fund may
have to indemnify its trustees, directors and officers.
6. Standard of Care; Indemnification.
(a) Except as otherwise provided herein, the Administrator shall not be liable
for any costs, expenses, damages, liabilities or claims (including
attorneys' and accountants' fees) incurred by the Fund, except those costs,
expenses, damages, liabilities or claims arising out of the Administrator's
own bad faith, negligence or willful misconduct. In no event shall the
Administrator be liable to the Fund or any third party for special,
indirect or consequential damages, or lost profits or loss of business,
arising under or in connection with this Agreement, even if previously
informed of the possibility of such damages and regardless of the form of
action.
(b) The Fund shall indemnify and hold harmless the Administrator from and
against any and all costs, expenses, damages, liabilities and claims
(including claims asserted by the Fund), and reasonable attorneys' and
accountants' fees relating thereto, which are sustained or incurred or
which may be asserted against the Administrator, by reason of or as a
result of any action taken or omitted to be taken by the Administrator in
good faith hereunder or in reliance upon (i) any law, act, regulation (ii)
the Fund's Registration Statement or Prospectus, (iii) any instructions of
an officer of the Fund, or (iv) any opinion of legal counsel for the Fund
or the Administrator, or (v) arising out of transactions or other
activities of the Fund which occurred prior to the commencement of this
Agreement; provided, that no Fund shall indemnify the Administrator for
costs, expenses, damages, liabilities or claims arising out of the
Administrator's own negligence, bad faith or willful misconduct. This
indemnity shall be a continuing obligation of the Fund, its successors and
assigns, notwithstanding the termination of this Agreement.
(c) Actions taken or omitted in reliance on oral or written instructions, or
upon any information, order, indenture, stock certificate, power of
attorney, assignment, affidavit or other instrument believed by the
Administrator to be genuine or bearing the signature of a person or persons
believed to be authorized to sign, countersign or execute the same, or upon
the opinion of legal counsel for the Fund or its own counsel, shall be
conclusively presumed to have been taken or omitted in good faith.
7. Compensation.
For the services provided hereunder, the Fund agrees to pay the
Administrator such compensation as is mutually agreed from time to time and such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, record retention costs, reproduction charges and transportation and
lodging costs) as are incurred by the Administrator in performing its duties
hereunder. Except as hereinafter set forth, compensation shall be calculated and
accrued daily and paid monthly. The Fund authorizes the Administrator to debit
the Fund's custody account for all amounts due and payable hereunder. The
Administrator shall deliver to the Fund invoices for services rendered after
debiting such Fund's custody account with an indication that payment has been
made. Upon termination of this Agreement before the end of any month, the
compensation for such part of a month shall be prorated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the effective date of termination of this Agreement. For the
purpose of determining compensation payable to the Administrator, the Fund's net
asset value shall be computed at the times and in the manner specified in the
Fund's Prospectus.
8. Term of Agreement.
This Agreement shall continue until terminated by either the Administrator
giving to the Fund, or the Fund giving to the Administrator, a notice in writing
specifying the date of such termination, which date shall be not less than 90
days after the date of the giving of such notice. Upon termination hereof, the
Fund shall pay to the Administrator such compensation as may be due as of the
date of such termination, and shall reimburse the Administrator for any
disbursements and expenses made or incurred by the Administrator and payable or
reimbursable hereunder.
9. Force Majeure.
The Administrator shall not be responsible or liable for any failure or
delay in the performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; epidemics; riots; interruptions,
loss or malfunctions of utilities, or communications or computer (hardware or
software) service; accidents; labor disputes; acts of civil or military
authority or governmental actions; it being understood that the Administrator
shall use its best efforts to resume performance as soon as practicable under
the circumstances.
10. Amendment.
This Agreement may not be amended or modified in any manner except by a
written agreement executed by the Administrator and the Fund to be bound
thereby, and authorized or approved by the Fund's Board.
11. Assignment.
This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Administrator, or by the Administrator without the written consent of the
Fund accompanied by the authorization or approval of the Fund's Board.
12. Governing Law; Consent to Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York, without regard to conflict of laws principles thereof. The Fund
hereby consents to the jurisdiction of a state or federal court situated in New
York City, New York in connection with any dispute arising hereunder. The Fund
and the Administrator hereby waive any and all rights to trial by jury in any
legal proceeding arising out of or relating to this Agreement. To the extent
that in any jurisdiction the Fund may now or hereafter be entitled to claim, for
itself or its assets, immunity from suit, execution, attachment (before or after
judgment) or other legal process, the Fund irrevocably agrees not to claim, and
it hereby waives, such immunity.
13. Severability.
In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
14. No Waiver.
Each and every right granted to the Administrator hereunder or under any
other document delivered hereunder or in connection herewith, or allowed it by
law or equity, shall be cumulative and may be exercised from time to time. No
failure on the part of the Administrator to exercise, and no delay in
exercising, any right will operate as a waiver thereof, nor will any single or
partial exercise by the Administrator of any right preclude any other or future
exercise thereof or the exercise of any other right.
15. Notices.
All notices, requests, consents and other communications pursuant to this
Agreement in writing shall be sent as follows:
if to a Fund, at
American United Life Insurance Company
Xxx Xxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxxxx, Xx. 00000-0000
Attention: Xxxxxx Xxxxxxx, Controller
if to the Administrator, at
The Bank of New York
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Vice President
or at such other place as may from time to time be designated in writing.
Notices hereunder shall be effective upon receipt.
16. Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original; but such counterparts together shall
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by their duly authorized officers and their seals to be hereunto
affixed, all as of the day and year first above written.
ONEAMERICA FUNDS, INC.
By: __________________________
Title:
THE BANK OF NEW YORK
By: __________________________
Title:
EXHIBIT A
Series
OneAmerica Asset Director Portfolio
OneAmerica Money Market Portfolio
OneAmerica Investment Grade Bond Portfolio
OneAmerica Value Portfolio
SCHEDULE I
ADMINISTRATIVE SERVICES
1. Monitor and document compliance by the Fund with its policies and
restrictions as delineated in its Prospectus.
2. Monitor federal share registration requirements.
3.. Participate in the periodic updating of the Fund's Registration Statement
and Prospectus and, subject to approval by the Fund's Treasurer and legal
counsel, coordinate the preparation, filing, printing and dissemination of
periodic reports and other information to the SEC and the Fund's
shareholders, including annual and semi-annual reports to shareholders,
annual and semi-annual Form N-SAR, notices pursuant to Rule 24(f)-2 and
proxy materials; maintain regulatory calendar.
4. Prepare federal, state and local income tax returns for the Fund and Series
and file such returns upon the approval of the Fund's independent
accountants; monitor and report on Sub-Chapter M qualifications; maintain
books and records in accordance with requirements of Sub-Chapter M; prepare
and file all Form 1099s with respect to the Fund's directors or trustees;
monitor compliance with Section 4982 of the Internal Revenue Code; monitor
compliance with Internal Revenue Code annual and quarterly diversification
requirements; monitor annual qualified income and annual distributions;
calculate and maintain records pertaining to Original Issue Discount and
premium amortization as required; perform ongoing wash sales review (i.e.,
purchases and sales of Fund investments within 30 days of each other).
5. Prepare and, subject to approval of each Fund's Treasurer, disseminate to
such Fund's Board quarterly unaudited financial statements and schedules of
such Fund's investments and meeting packages, and make presentations to the
Board, as appropriate.
6. Subject to approval of the Fund's Board, assist the Fund in obtaining
fidelity bond and E&O/D&O insurance coverage.
7. Prepare statistical reports for outside information services (e.g.,
IBC/Xxxxxxxx, ICI, Lipper Analytical and Morningstar.
8. Make initial response to inquiries from the SEC and other regulatory
authorities and advise Fund of such inquiries.
Fund Administration Fee Schedule
For
OneAmerica Funds, Inc.
(March 25, 2003)
Fund Administration Services - See Below For List of Services
3 basis points, per annum, on the first $1 Billion of assets of the
portfolios
2 basis points on the excess
Minimum Fee:
There is an annual minimum fee of $35,000.00 per Fund* (* The minimum Fund
Administration charge will be prorated monthly. The minimum applies against
the total asset fees generated from all four portfolios)
Tax Services
o Maintain books and records in accordance with requirements of Subchapter M
and other relevant sections of the Internal Revenue Code.
o Calculate required income/capital gain distributions in compliance with
income/excise tax distribution requirements with Fund independent audit
review. Monitor compliance with IRC quarterly and annual tests, including:
distributions, qualified income and diversification.
o Review all dividend declarations to ensure that such distributions are not
"preferential" under IRC
o Perform wash sales analysis.
o Prepare federal, state, and local income tax returns for the Fund and file
such returns upon approval of the Fund's independent accountants.
Compliance
o Monitor overall compliance by the Fund with its policies and restrictions
as delineated in its Prospectus and as delineated in the Investment Company
Act of 1940.
o Maintain overall regulatory calendar.
o Coordinate periodic updating of the Fund's Registration Statement and
Prospectus.
o Prepare regular Board of Director meeting packages. Which includes
quarterly results of complance reviews and testing
o Assist in obtaining Fidelity Bond and E&0/D&O insurance coverage.
o Assist in responding to inquiries from the SEC and other regulatory
authorities.
o Monitor authorized shares against shares outstanding for each Fund.
o Notify Fund officers of xxxx to market issues pursuant to Board-approved
procedures
o Provide assistance with respect to audits by the Fund's Independent
accountants
o Consult and advise the Fund's portfolio managers with respect to compliance
matters
Reporting
o Prepare Form N-SAR, N -30D and notices pursuant to Rule 24(f)-2.
o Prepare semi-annual and annual reports to shareholders.
o Prepare statistical reports for information services.
o Establish expense accruals, maintain expense files and coordinate payment
of invoices.
o Assist Fund's Independent Accountants with 17f-2
o Prepare annual Fund expense budget and monthly accrual analysis.
Out of Pocket Expenses
The Out of Pocket Expenses can include, but are not limited to, expenses for
mailing reports via courier and any other expenses BNY may incur.
Billing Cycle -
The above fee will be billed on a monthly basis.
Portfolios
OneAmerica Asset Director Portfolio
OneAmerica Money Market Portfolio
OneAmerica Investment Grade Bond Portfolio
OneAmerica Value Portfolio
OneAmerica Funds, Inc. The Bank of New York
Accepted by: ____________________ Accepted by: _________________
Title: ____________________ Title: _________________
Date: ____________________ Date:__________________
