Common use of TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION Clause in Contracts

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Benchmark will not be fully operable as the sole performance index used to determine the Adviser's Adjustment until the quarter ending February 28, 2003. Until that date, the Adviser's Adjustment will be determined by linking the investment performance of the Benchmark and that of the "Prior Benchmark," 65% of which will comprise of the Stock Index and 35% of which will comprise of the Xxxxxx Brothers Long-Term Corporate AA or Better Bond Index (the "Prior Bond Index") as follows: 1. QUARTER ENDING MAY 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the eleven quarters ending February 29, 2000, with that of the Benchmark for the quarter ending May 31, 2000. 2. QUARTER ENDING AUGUST 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the ten quarters ending February 29, 2000, with that of the Benchmark for the two quarters ending August 31, 2000. 3. QUARTER ENDING NOVEMBER 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the nine quarters ending February 29, 2000, with that of the Benchmark for the three quarters ending November 30, 2000. 4. QUARTER ENDING FEBRUARY 28, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for eight quarters ending February 29, 2000, with that of the Benchmark for the four quarters ending February 28, 2001. 5. QUARTER ENDING MAY 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the seven quarters ending February 29, 2000, with that of the Benchmark for the five quarter ending May 31, 2001. 6. QUARTER ENDING AUGUST 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the six quarters ending February 29, 2000, with that of the Benchmark for the six quarter ending August 31, 2001. 7. QUARTER ENDING NOVEMBER 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the five quarters ending February 29, 2000, with that of the Benchmark for the seven quarters ending November 30, 2001. 8. QUARTER ENDING FEBRUARY 28, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for four quarters ending February 29, 2002, with that of the Benchmark for the eight quarters ending February 28, 2002. 9. QUARTER ENDING MAY 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the three quarters ending February 29, 2000, with that of the Benchmark for the nine quarter ending May 31, 2002. 10. QUARTER ENDING AUGUST 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the two quarters ending February 29, 2000, with that of the Benchmark for the ten quarter ending August 31, 2002. 11. QUARTER ENDING NOVEMBER 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the one quarter ending February 29, 2000, with that of the Benchmark for the eleven quarters ending November 30, 2002. 12. QUARTER ENDING FEBRUARY 28, 2003. The Benchmark is fully operable.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Benchmark Index will not be fully operable as the sole performance index used to determine the Adviser's Adjustment until the quarter ending February 28June 30, 2003. Until that date, the Adviser's Adjustment will be determined by linking the investment performance of the Benchmark Index and that of the "Prior Benchmark," 65% of which will comprise of the Small Company Growth Fund Stock Index and 35% of which will comprise of the Xxxxxx Brothers Long-Term Corporate AA or Better Bond Index (the "Prior Bond Index") as follows:. 1. (A) QUARTER ENDING MAY SEPTEMBER 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Index for the eleven quarters ending June 30, 2000, with that of the Index for the quarter ending September 30, 2000. (B) QUARTER ENDING DECEMBER 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark Index for the eleven ten quarters ending February 29June 30, 2000, with that of the Benchmark Index for the quarter two quarters ending May December 31, 2000. 2. (C) QUARTER ENDING AUGUST 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the ten quarters ending February 29, 2000, with that of the Benchmark for the two quarters ending August 31, 2000. 3. QUARTER ENDING NOVEMBER 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the nine quarters ending February 29, 2000, with that of the Benchmark for the three quarters ending November 30, 2000. 4. QUARTER ENDING FEBRUARY 28, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for eight quarters ending February 29, 2000, with that of the Benchmark for the four quarters ending February 28, 2001. 5. QUARTER ENDING MAY MARCH 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark Index for the seven nine quarters ending February 29June 30, 2000, with that of the Benchmark Index for the five quarter three quarters ending May March 31, 2001. 6. (D) QUARTER ENDING AUGUST JUNE 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Index for eight quarters ending June 30, 2000, with that of the Index for the four quarters ending June 30, 2001. (E) QUARTER ENDING SEPTEMBER 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Index for the seven quarters ending June 30, 2000, with that of the Index for the five quarters ending September 30, 2001. (F) QUARTER ENDING DECEMBER 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark Index for the six quarters ending February 29June 30, 2000, with that of the Benchmark Index for the six quarter quarters ending August December 31, 2001. 7. (G) QUARTER ENDING NOVEMBER 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the five quarters ending February 29, 2000, with that of the Benchmark for the seven quarters ending November 30, 2001. 8. QUARTER ENDING FEBRUARY 28, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for four quarters ending February 29, 2002, with that of the Benchmark for the eight quarters ending February 28, 2002. 9. QUARTER ENDING MAY MARCH 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark Index for the three five quarters ending February 29June 30, 2000, with that of the Benchmark Index for the nine quarter seven quarters ending May March 31, 2002. 10. (H) QUARTER ENDING AUGUST JUNE 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Index for four quarters ending June 30, 2000, with that of the Index for the eight quarters ending June 30, 2002. (I) QUARTER ENDING SEPTEMBER 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Index for the three quarters ending June 30, 2000, with that of the Index for the nine quarters ending September 30, 2002. (J) QUARTER ENDING DECEMBER 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark Index for the two quarters ending February 29June 30, 2000, with that of the Benchmark Index for the ten quarter quarters ending August December 31, 2002. 11. (K) QUARTER ENDING NOVEMBER 30MARCH 31, 20022003. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark Index for the one quarter ending February 29June 30, 2000, with that of the Benchmark Index for the eleven quarters ending November 30March 31, 20022003. 12. (L) QUARTER ENDING FEBRUARY 28JUNE 30, 2003. The Benchmark Index is fully operable.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Benchmark will not be fully operable as the sole performance index used to determine the Adviser's Adjustment until the quarter ending February 28March 31, 2003. Until that date, the Adviser's Adjustment will be determined by linking the investment performance of the Benchmark and that of the "Prior Benchmark," 65% of which will comprise of the Stock Index and 35% of which will comprise of the Xxxxxx Brothers Long-Term Corporate AA or Better Bond Index (the "Prior Bond Index") as follows:. 1. QUARTER ENDING MAY 31JUNE 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the eleven quarters ending February 29March 31, 2000, with that of the Benchmark for the quarter ending May 31June 30, 2000. 2. QUARTER ENDING AUGUST 31SEPTEMBER 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the ten quarters ending February 29March 31, 2000, with that of the Benchmark for the two quarters ending August 31September 30, 2000. 3. QUARTER ENDING NOVEMBER 30DECEMBER 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the nine quarters ending February 29March 31, 2000, with that of the Benchmark for the three quarters ending November 30December 31, 2000. 4. QUARTER ENDING FEBRUARY 28MARCH 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for eight quarters ending February 29March 31, 2000, with that of the Benchmark for the four quarters ending February 28, 2001. 5. QUARTER ENDING MAY 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the seven quarters ending February 29, 2000, with that of the Benchmark for the five quarter ending May March 31, 2001. 6. QUARTER ENDING AUGUST 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the six quarters ending February 29, 2000, with that of the Benchmark for the six quarter ending August 31, 2001. 7. QUARTER ENDING NOVEMBER 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the five quarters ending February 29, 2000, with that of the Benchmark for the seven quarters ending November 30, 2001. 8. QUARTER ENDING FEBRUARY 28, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for four quarters ending February 29, 2002, with that of the Benchmark for the eight quarters ending February 28, 2002. 9. QUARTER ENDING MAY 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the three quarters ending February 29, 2000, with that of the Benchmark for the nine quarter ending May 31, 2002. 10. QUARTER ENDING AUGUST 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the two quarters ending February 29, 2000, with that of the Benchmark for the ten quarter ending August 31, 2002. 11. QUARTER ENDING NOVEMBER 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the one quarter ending February 29, 2000, with that of the Benchmark for the eleven quarters ending November 30, 2002. 12. QUARTER ENDING FEBRUARY 28, 2003. The Benchmark is fully operable.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Benchmark will not be fully operable as the sole performance index used to determine the Adviser's Adjustment until the quarter ending February 28March 31, 2003. Until that date, the Adviser's Adjustment will be determined by linking the investment performance of the Benchmark and that of the "Prior Benchmark," 65% of which will comprise of the Stock Index and 35% of which will comprise of the Xxxxxx Brothers Long-Term Corporate AA or Better Bond Index (the "Prior Bond Index") as follows:. 1. QUARTER ENDING MAY 31JUNE 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the eleven quarters ending February 29March 31, 2000, with that of the Benchmark for the quarter ending May 31June 30, 2000. 2. QUARTER ENDING AUGUST 31SEPTEMBER 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the ten quarters ending February 29March 31, 2000, with that of the Benchmark for the two quarters ending August 31September 30, 2000. 3. QUARTER ENDING NOVEMBER 30DECEMBER 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the nine quarters ending February 29March 31, 2000, with that of the Benchmark for the three quarters ending November 30December 31, 2000. 4. QUARTER ENDING FEBRUARY 28MARCH 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for eight quarters ending February 29March 31, 2000, with that of the Benchmark for the four quarters ending February 28March 31, 2001. 5. QUARTER ENDING MAY 31JUNE 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the seven quarters ending February 29March 31, 2000, with that of the Benchmark for the five quarter ending May 31June 30, 2001. 6. QUARTER ENDING AUGUST 31SEPTEMBER 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the six quarters ending February 29March 31, 2000, with that of the Benchmark for the six quarter ending August 31September 30, 2001. 7. QUARTER ENDING NOVEMBER 30DECEMBER 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the five quarters ending February 29March 31, 2000, with that of the Benchmark for the seven quarters ending November 30December 31, 2001. 8. QUARTER ENDING FEBRUARY 28MARCH 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for four quarters ending February 29March 31, 20022000, with that of the Benchmark for the eight quarters ending February 28March 31, 2002. 9. QUARTER ENDING MAY 31JUNE 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the three quarters ending February 29March 31, 2000, with that of the Benchmark for the nine quarter ending May 31June 30, 2002. 10. QUARTER ENDING AUGUST 31SEPTEMBER 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the two quarters ending February 29March 31, 2000, with that of the Benchmark for the ten quarter ending August 31September 30, 2002. 11. QUARTER ENDING NOVEMBER 30DECEMBER 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the one quarter ending February 29March 31, 2000, with that of the Benchmark for the eleven quarters ending November 30December 31, 2002. 12. QUARTER ENDING FEBRUARY 28MARCH 31, 2003. The Benchmark is fully operable.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Benchmark will not be fully operable as the sole performance index used to determine the Adviser's Adjustment until the quarter ending February 28December 31, 20032004. Until that date, the Adviser's Adjustment will be determined by linking the investment performance of the Benchmark and that of the "Prior Benchmark," following measures: o Benchmark 1: 65% of which will comprise of the Stock Index and 35% of which will comprise of the Xxxxxx Lehman Brothers Long-Term Corporate Terx Xxxporate AA or Better Bond Index; 26.25% Standard and Poor's/Barra Value Index; 4.375% Standard and Poor's Utilities Index; and 4.375% Standard and Poor's Telephone Index (the "Prior . o Benchmark 2: 65% Lehman Brothers Credit A xx Xxtter Bond Index") as follows:; 26.25% Standard and Poor's/Barra Value Index; 4.375% Standard and Poor's Utilities Index; and 4.375% Standard and Poor's Telephone Index. 1. QUARTER ENDING MAY 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the eleven quarters ending February 29, 2000, with that of the Benchmark for the quarter ending May 31, 2000. 2. QUARTER ENDING AUGUST 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the ten quarters ending February 29, 2000, with that of the Benchmark for the two quarters ending August 31, 2000. 3. QUARTER ENDING NOVEMBER 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the nine quarters ending February 29, 2000, with that of the Benchmark for the three quarters ending November 30, 2000. 4. QUARTER ENDING FEBRUARY 28, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for eight quarters ending February 29, 2000, with that of the Benchmark for the four quarters ending February 28, 2001. 5. QUARTER ENDING MAY DECEMBER 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark 1 for the seven five quarters ending February 29March 31, 2000, with that of the Benchmark 2 for the five quarter seven quarters ending May December 31, 2001. 62. QUARTER ENDING AUGUST 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the six quarters ending February 29, 2000, with that of the Benchmark for the six quarter ending August 31, 2001. 7. QUARTER ENDING NOVEMBER 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the five quarters ending February 29, 2000, with that of the Benchmark for the seven quarters ending November 30, 2001. 8. QUARTER ENDING FEBRUARY 28, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for four quarters ending February 29, 2002, with that of the Benchmark for the eight quarters ending February 28, 2002. 9. QUARTER ENDING MAY MARCH 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of Benchmark 1 for four quarters ending March 31, 2000, with that of Benchmark 2 for the Prior seven quarters ending December 31, 2001 with the Benchmark for the one quarter ending March 31, 2002. 3. QUARTER ENDING JUNE 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of Benchmark 1 for the three quarters ending February 29March 31, 2000, with that of Benchmark 2 for the seven quarters ending December 31, 2001, with that of the Benchmark for the nine quarter two quarters ending May 31June 30, 2002. 104. QUARTER ENDING AUGUST SEPTEMBER 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of Benchmark 1 for the two quarters ending March 31, 2000, with that of Benchmark 2 for the seven quarters ending December 31, 2001, with that of the Benchmark for the three quarters ending September 30, 2002. 5. QUARTER ENDING DECEMBER 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark 1 for the two one quarter ending March 31, 2000, with that of Benchmark 2 for the seven quarters ending February 29December 31, 20002001, with that of the Benchmark for the ten quarter four quarters ending August December 31, 2002. 116. QUARTER ENDING NOVEMBER 30MARCH 31, 20022003. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark 2 for the one quarter seven quarters ending February 29December 31, 2000, 2001 with that of the Benchmark for the eleven five quarters ending November 30March 31, 20022003. 127. QUARTER ENDING FEBRUARY 28JUNE 30, 2003. The Adviser's Adjustment will be determined by linking the investment performance of Benchmark is fully operable2 for the six quarters ending December 31, 2001 with that of the Benchmark for the six quarters ending June 30, 2003. 8. QUARTER ENDING SEPTEMBER 30, 2003. The Adviser's Adjustment will be determined by linking the investment performance of Benchmark 2 for the five quarters ending December 31, 2001 with that of the Benchmark for the seven quarters ending September 30, 2003. 9. QUARTER ENDING DECEMBER 31, 2003. The Adviser's Adjustment will be determined by linking the investment performance of Benchmark 2 for the four quarters ending December 31, 2001 with that of the Benchmark for the eight quarters ending December 31, 2003. 10. QUARTER ENDING MARCH 31, 2004. The Adviser's Adjustment will be determined by linking the investment performance of Benchmark 2 for the three quarters ending December 31, 2001 with that of the Benchmark for the nine quarters ending March 31, 2004. 11. QUARTER ENDING JUNE 30, 2004. The Adviser's Adjustment will be determined by linking the investment performance of Benchmark 2 for the two quarters ending December 31, 2001 with that of the Benchmark for the ten quarters ending June 30, 2004.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Benchmark will not be fully operable as the sole performance index used to determine the Adviser's Adjustment until the quarter ending February 28March 31, 2003. Until that date, the Adviser's Adjustment will be determined by linking the investment performance of the Benchmark and that of the "Prior Benchmark," 65% of which will comprise of the Stock Index and 35% of which will comprise of the Xxxxxx Lehman Brothers Long-Term Corporate Xxxxxxate AA or Better Bond Index (the "Prior Bond Index") and 35% of which will comprise of the Blended Equity Composite as follows:. 1. QUARTER ENDING MAY 31JUNE 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the eleven quarters ending February 29March 31, 2000, with that of the Benchmark for the quarter ending May 31June 30, 2000. 2. QUARTER ENDING AUGUST 31SEPTEMBER 30, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the ten quarters ending February 29March 31, 2000, with that of the Benchmark for the two quarters ending August 31September 30, 2000. 3. QUARTER ENDING NOVEMBER 30DECEMBER 31, 2000. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the nine quarters ending February 29March 31, 2000, with that of the Benchmark for the three quarters ending November 30December 31, 2000. 4. QUARTER ENDING FEBRUARY 28MARCH 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for eight quarters ending February 29March 31, 2000, with that of the Benchmark for the four quarters ending February 28March 31, 2001. 5. QUARTER ENDING MAY 31JUNE 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the seven quarters ending February 29March 31, 2000, with that of the Benchmark for the five quarter ending May 31June 30, 2001. 6. QUARTER ENDING AUGUST 31SEPTEMBER 30, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the six quarters ending February 29March 31, 2000, with that of the Benchmark for the six quarter ending August 31September 30, 2001. 7. QUARTER ENDING NOVEMBER 30DECEMBER 31, 2001. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the five quarters ending February 29March 31, 2000, with that of the Benchmark for the seven quarters ending November 30December 31, 2001. 8. QUARTER ENDING FEBRUARY 28MARCH 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for four quarters ending February 29March 31, 20022000, with that of the Benchmark for the eight quarters ending February 28March 31, 2002. 9. QUARTER ENDING MAY 31JUNE 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the three quarters ending February 29March 31, 2000, with that of the Benchmark for the nine quarter ending May 31June 30, 2002. 10. QUARTER ENDING AUGUST 31SEPTEMBER 30, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the two quarters ending February 29March 31, 2000, with that of the Benchmark for the ten quarter ending August 31September 30, 2002. 11. QUARTER ENDING NOVEMBER 30DECEMBER 31, 2002. The Adviser's Adjustment will be determined by linking the investment performance of the Prior Benchmark for the one quarter ending February 29March 31, 2000, with that of the Benchmark for the eleven quarters ending November 30December 31, 2002. 12. QUARTER ENDING FEBRUARY 28MARCH 31, 2003. The Benchmark is fully operable.: