EXHIBIT (6)(d)
FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN
BANC ONE INVESTMENT ADVISORS CORPORATION
AND
BANC ONE HIGH YIELD PARTNERS, INC.
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of May 21, 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 Cincinnati,
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 Declaration of Trust, as filed with the Secretary of
State of the Commonwealth of Massachusetts on May 23, 1985, 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
(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
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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 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.
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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 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
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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.
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 a Declaration of
Trust dated as of May 23, 1985 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: ____________________________________
Title: _________________________________
BANC ONE HIGH YIELD PARTNERS, LLC
Seal By: ____________________________________
Title: _________________________________
The One Group hereby acknowledges
and agrees to the provisions of paragraph
3(e) of this Agreement.
THE ONE GROUP
By: ____________________________________
Title: _________________________________
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