Exhibit (d)(6)(b)
OHIO NATIONAL FUND, INC. - BLUE CHIP PORTFOLIO AND HIGH INCOME BOND PORTFOLIO
AMENDMENT TO SUBADVISORY AGREEMENT
Effective as of January 1, 2004
THIS AMENDMENT is made part of the Subadvisory Agreement dated as of May 1,
1998 (the "Agreement") for the Blue Chip Portfolio ("BCP") and the High Income
Bond Portfolio ("HIBP"), each a series of OHIO NATIONAL FUND, INC. (the
"Company"), between OHIO NATIONAL INVESTMENTS, INC. (the "Adviser"), and
FEDERATED INVESTMENT COUNSELING, a Delaware statutory trust (the "Subadviser"),
and is consented to by FEDERATED EQUITY MANAGEMENT COMPANY OF PENNSYLVANIA, a
Delaware statutory trust ("FEMCOPA"), and FEDERATED INVESTMENT MANAGEMENT
COMPANY, a Delaware statutory trust ("FIMCO");
WHEREAS, as part of an internal reorganization, the Subadviser wishes to
transfer to FEMCOPA the portion of its mutual fund investment advisory business
relating to BCP and to transfer to FIMCO the portion of its mutual fund
investment advisory business relating to HIBP and is asking the Company and the
Adviser to agree to amend the Agreement so that Subadviser's rights and
responsibilities with respect to BCP are transferred to FEMCOPA and Subadviser's
rights and responsibilities with respect to HIBP are transferred to FIMCO (the
"Transfers");
WHEREAS, the Company is registered with the Securities and Exchange
Commission as an investment company under the Investment Company Act of 1940
(the "1940 Act");
WHEREAS, FEMCOPA, FIMCO and Subadviser are each wholly owned by FII
Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of
Federated Investors, Inc., a Pennsylvania corporation, and thus FEMCOPA, FIMCO
and Subadviser are under common control;
WHEREAS, all of the persons who will serve as the Trustees of FEMCOPA and
FIMCO immediately after the Transfers are persons who have served as Trustees of
Subadviser prior to the Transfers;
WHEREAS, the personnel who perform the services required of the Subadviser
under the Agreement will continue to perform the same services after the
Transfers;
WHEREAS, the Transfers in and of themselves will not result in a change in
the fees or reimbursements required to be paid under the Agreement;
WHEREAS, in view of the foregoing, the Transfers should not constitute an
assignment of the Agreement within the meaning of the 1940 Act and Rule 2a-6
thereunder; and
WHEREAS, the Company's Board of Directors has approved this amendment to
the Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth herein, the parties hereby agree as follows:
1. Effective January 1, 2004 (the "Effective Date"),
(a) the Subadviser will transfer to FEMCOPA all of its rights and
responsibilities under the Agreement relating to BCP, and FEMCOPA will
assume such rights and responsibilities of the Subadviser, subject to the
terms of the Agreement;
(b) the Subadviser will transfer to FIMCO all of its rights and
responsibilities under the Agreement relating to HIBP, and FIMCO will
assume such rights and responsibilities of the Subadviser, subject to the
terms of the Agreement; and
(c) Subadviser shall be relieved of all of its rights and
responsibilities under the Agreement.
2. All other provisions of the Agreement shall remain in full force and
effect.
3. The Company, the Adviser, the Subadviser and FIMCO each represents and
warrants that it possesses the requisite power and authority to enter into and
perform its obligations under this amendment.
4. FEMCOPA represents and warrants that it possesses the requisite power,
and authority to enter into and perform its obligations under this amendment,
subject to the effectiveness of its registration with the U.S. Securities and
Exchange Commission as an investment adviser pursuant to the Investment Advisers
Act of 1940.
5. The Subadviser, FEMCOPA and FIMCO together represent and warrant that
the Transfers of the Agreement will not constitute an assignment of the
Agreement within the meaning of the 1940 Act.
6. This Amendment shall not be effective for any purpose unless and until:
(a) FEMCOPA's registration with the U.S. Securities and Exchange
Commission as an investment adviser pursuant to the Investment Advisers Act
of 1940 shall have become effective; and
(b) the reorganization resulting in the transfer of the portions of
Subadviser's mutual fund investment advisory business relating to the
Agreement to FEMCOPA and FIMCO shall have occurred.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be duly executed by their respective officers thereunto duly
authorized.
OHIO NATIONAL INVESTMENTS INC. OHIO NATIONAL FUND, INC.
By: s/ Xxxxxxxxxxx X. Xxxxxxx By: s/ Xxxx X. Xxxxxx
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Title: President Title: President
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Date: December 16, 2003 Date: December 16, 2003
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FEDERATED INVESTMENT COUNSELING FEDERATED EQUITY MANAGEMENT
COMPANY OF PENNSYLVANIA
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxx
-------------------------------- ---------------------------
Title: President Title: CEO/President
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Date: December 10, 2003 Date: December 15, 2003
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FEDERATED INVESTMENT MANAGEMENT
COMPANY
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------
Title: CEO/President
-----------------------------
Date: December 15, 2003
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