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

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Adjustment will not be fully operable until the close of the quarter ending December 31, 2004. Until that date, the following transition rules will apply: (a) DECEMBER 17, 2001 THROUGH SEPTEMBER 30, 2002. Adviser's compensation will be the Basic Fee. No Adjustment will apply during this period. (b) OCTOBER 1, 2002 THROUGH DECEMBER 31, 2004. Beginning October 1, 2002, the Adjustment will take effect on a progressive basis with regards to the number of months elapsed between December 31, 2001, and the end of the quarter for which Adviser's fee is being computed. During the period, the Adjustment will be calculated using cumulative performance of the Fund and the Index from January 1, 2002 through the end of the applicable quarter. For these purposes, the endpoints and size of therange over which a positive or negative Adjustment applies and thecorresponding Adjustment amount will be multiplied by a fractionaltime-elapsed adjustment. The fraction will equal the number of months elapsed since January 1, 2002, divided by thirty-six. Example: Assume that the Adviser's compensation is being calculated for the quarter ended March 31, 2004, and that the cumulative performance of the Fund versus the Index for the applicable period is +7.0%. In this case, an Adjustment of +50.25% would apply. The following demonstrates the calculation: Calculate the fractional time-elapsed adjustment by dividing 27 months by 36 months (equals 75.0%), then multiply by the endpoints for the range over which the positive or negative Adjustment applies [(27/36) x 4.5% to (27/36) x 9.0% = 3.375% to 6.75%]. Given the portfolio's cumulative performance of +7.0% is greater than the time-elapsed adjusted range of +3.375% to +6.75%, multiply the fractional time-elapsed adjustment of 75.0% by the corresponding maximum adjustment for the time-elapsed adjusted range of greater than +6.75% or (75.0%)(67.0%) = +50.25%. (Note: actual calculations will be rounded to the third decimal point.) (c) ON AND AFTER JANUARY 1, 2005. The Adjustment will be fully operable at this time.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Adjustment will not be fully operable until the close of the quarter ending December August 31, 2004. Until that datetime, the following transition rules will apply: (a) DECEMBER 17JUNE 22, 2001 THROUGH SEPTEMBER AUGUST 30, 2002. The Adviser's compensation will be the Basic Fee. No Adjustment will apply during this period. (b) OCTOBER 1AUGUST 31, 2002 THROUGH DECEMBER AUGUST 31, 2004. Beginning October 1August 31, 2002, the Adjustment will take effect on a progressive basis with regards to the number of months elapsed between December August 31, 2001, 2001 and the end close of the quarter for which the Adviser's fee is being computed. During the this period, the Adjustment will be calculated using cumulative performance of the Fund Alliance Portfolio and the Index from January 1August 31, 2002 2001 through the end of the applicable quarter. For these purposes, the endpoints and size of therange the range over which a positive or negative Adjustment applies and thecorresponding Adjustment the corresponding maximum fee adjustment amount will be multiplied by a fractionaltimefractional time-elapsed adjustment. The fraction will equal the number of months elapsed since January 1August 31, 20022001, divided by thirty-six. Example: Assume that the Adviser's compensation is being calculated for the quarter ended March 31November 30, 20042003, and that the cumulative performance of the Fund Alliance Portfolio versus the Index for the applicable period is +7.0+ 3%. In this case, an Adjustment of +50.2512.5% would apply. The following demonstrates the calculation: Calculate the fractional time-elapsed adjustment by dividing 27 months by 36 months This would be calculated as [(equals 75.0a / c)(18.75%)], then multiply where a equals the percentage amount by which the endpoints performance of the Alliance Portfolio has exceeded the baseline percentage for the linear adjustment and c equals the size of the adjusted range (as measured from zero) over which the positive or negative Adjustment applies linear adjustment applies. The size of the adjusted range is determined as [(27/36) x 6%]= 4.5%. The value of "a/c" is 3% divided by 4.5% to = 67%. Similarly, 18.75% is determined as [(27/36) x 9.0% = 3.375% to 6.75(25%)]. Given the portfolio's cumulative performance of +7.0% is greater than the time-elapsed adjusted range of +3.375% to +6.75%(Note that this example reflects rounding. In practice, multiply the fractional time-elapsed adjustment of 75.0% by the corresponding maximum adjustment for the time-elapsed adjusted range of greater than +6.75% or (75.0%)(67.0%) = +50.25%. (Note: actual calculations will be rounded extended to the third eighth decimal point.) (c) ON AND AFTER JANUARY 1AUGUST 31, 20052004. The Commencing August 31, 2004, the Adjustment will be fully operable at this timeoperable.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Adjustment will not be fully operable until the close of the quarter ending December August 31, 2004. Until that datetime, the following transition rules will apply: : (aA) DECEMBER 17JUNE 22, 2001 THROUGH SEPTEMBER AUGUST 30, 2002. The Adviser's compensation will be the Basic Fee. No Adjustment will apply during this period. . (bB) OCTOBER 1AUGUST 31, 2002 THROUGH DECEMBER AUGUST 31, 2004. Beginning October 1August 31, 2002, the Adjustment will take effect on a progressive basis with regards to the number of months elapsed between December August 31, 2001, 2001 and the end close of the quarter for which the Adviser's fee is being computed. During the this period, the Adjustment will be calculated using cumulative performance of the Fund Alliance Portfolio and the Index from January 1August 31, 2002 2001 through the end of the applicable quarter. For these purposes, the endpoints and size of therange the range over which a positive or negative Adjustment applies and thecorresponding Adjustment the corresponding maximum fee adjustment amount will be multiplied by a fractionaltimefractional time-elapsed adjustment. The fraction will equal the number of months elapsed since January 1August 31, 20022001, divided by thirty-six. Example: Assume that the Adviser's compensation is being calculated for the quarter ended March 31November 30, 20042003, and that the cumulative performance of the Fund Alliance Portfolio versus the Index for the applicable period is +7.0+ 3%. In this case, an Adjustment of +50.2512.5% would apply. The following demonstrates the calculation: Calculate the fractional time-elapsed adjustment by dividing 27 months by 36 months This would be calculated as [(equals 75.0a / c)(18.75%)], then multiply where a equals the percentage amount by which the endpoints performance of the Alliance Portfolio has exceeded the baseline percentage for the linear adjustment and c equals the size of the adjusted range (as measured from zero) over which the positive or negative Adjustment applies linear adjustment applies. The size of the adjusted range is determined as [(27/36) x 6%]= 4.5%. The value of "a/c" is 3% divided by 4.5% to = 67%. Similarly, 18.75% is determined as [(27/36) x 9.0% = 3.375% to 6.75(25%)]. Given the portfolio's cumulative performance of +7.0% is greater than the time-elapsed adjusted range of +3.375% to +6.75%(Note that this example reflects rounding. In practice, multiply the fractional time-elapsed adjustment of 75.0% by the corresponding maximum adjustment for the time-elapsed adjusted range of greater than +6.75% or (75.0%)(67.0%) = +50.25%. (Note: actual calculations will be rounded extended to the third eighth decimal point.) (c) ON AND AFTER JANUARY 1, 2005. The Adjustment will be fully operable at this time.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Adjustment will not be fully operable until the close of the quarter ending December 31, 2004. Until that date, the following transition rules will apply: (a) DECEMBER 17, 2001 THROUGH SEPTEMBER 30, 2002. Adviser's compensation will be the Basic Fee. No Adjustment will apply during this period. (b) OCTOBER 1, 2002 THROUGH DECEMBER 31, 2004. Beginning October 1, 2002, the Adjustment will take effect on a progressive basis with regards to the number of months elapsed between December 31, 2001, and the end of the quarter for which Adviser's fee is being computed. During the period, the Adjustment will be calculated using cumulative performance of the Fund and the Index from January 1, 2002 through the end of the applicable quarter. For these purposes, the endpoints and size of therange the range over which a positive or negative Adjustment applies and thecorresponding the corresponding Adjustment amount will be multiplied by a fractionaltimefractional time-elapsed adjustment. The fraction will equal the number of months elapsed since January 1, 2002, divided by thirty-six. Example: Assume that the Adviser's compensation is being calculated for the quarter ended March 31, 2004, and that the cumulative performance of the Fund versus the Index for the applicable period is +7.0%. In this case, an Adjustment of +50.25% would apply. The following demonstrates the calculation: Calculate the fractional time-elapsed adjustment by dividing 27 months by 36 months (equals 75.0%), then multiply by the endpoints for the range over which the positive or negative Adjustment applies [(27/36) x 4.5% to (27/36) x 9.0% = 3.375% to 6.75%]. Given the portfolio's cumulative performance of +7.0% is greater than the time-elapsed adjusted range of +3.375% to +6.75%, multiply the fractional time-elapsed adjustment of 75.0% by the corresponding maximum adjustment for the time-elapsed adjusted range of greater than +6.75% or (75.0%)(67.0%) = +50.25%. (Note: actual calculations will be rounded to the third decimal point.) (c) ON AND AFTER JANUARY 1, 2005. The Adjustment will be fully operable at this time.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Adjustment will not be fully operable until the close of the quarter ending December July 31, 20042006. Until that date, the following transition rules will apply: (a) DECEMBER 17MAY 31, 2001 2003 THROUGH SEPTEMBER 30JANUARY 31, 20022004. Adviser's compensation will be the Basic Fee. No Adjustment will apply during this period. . (b) OCTOBER FEBRUARY 1, 2002 2004 THROUGH DECEMBER JULY 31, 20042006. Beginning October February 1, 20022004, the Adjustment will take effect on a progressive basis with regards to the number of months elapsed between December May 31, 20012003, and the end of the quarter for which Adviser's fee is being computed. During the period, the Adjustment will be calculated using cumulative performance of the Fund Wellington Management Portfolio and the Index from January 1May 31, 2002 through 2003,through the end of the applicable quarter. For these purposes, the endpoints and size of therange the range over which a positive or negative Adjustment applies and thecorresponding the corresponding Adjustment amount will be multiplied by a fractionaltimefractional time-elapsed adjustment. The fraction will equal the number of months elapsed since January 1May 31, 20022003, divided by thirty-six. Example: Assume that the Adviser's compensation is being calculated for the quarter ended March July 31, 20042005, and that the cumulative performance of the Fund Wellington Management Portfolio versus the Index for the applicable period is +7.0+5.0%. In this case, an Adjustment of +50.25+36.11% would apply. The following demonstrates the calculation: Calculate the fractional time-elapsed adjustment by dividing 27 26 months by 36 months (equals 75.072.22%), then multiply by the endpoints for the range over which the positive or negative Adjustment applies [(27/3626/36) x 4.53.0% to (27/3626/36) x 9.06.0% = 3.3752.16% to 6.754.33%]. Given the portfolio's cumulative performance of +7.0+5.0% is greater --------------------------- 1 For purposes of applying the Adjustment, the Basic Fee will be calculated based on average month-end net assets over the same time period for which performance is measured. than the time-elapsed adjusted range of +3.375+2.16% to +6.75+4.33%, multiply the fractional time-elapsed adjustment of 75.072.22% by the corresponding maximum adjustment for the time-elapsed adjusted range of greater than +6.75+4.33% or (75.0%)(67.072.22%)(50.0%) = +50.25+36.11%. (Note: actual calculations will be rounded to the third decimal point.) (c) ON AND AFTER JANUARY AUGUST 1, 20052006. The Adjustment will be fully operable at this time.

TRANSITION RULE FOR CALCULATING ADVISER'S COMPENSATION. The Adjustment will not be fully operable until the close of the quarter ending December 31September 30, 2004. Until that datetime, the following transition rules will apply: (a) DECEMBER 17JUNE 22, 2001 THROUGH SEPTEMBER 3029, 2002. The Adviser's compensation will be the Basic Fee. No Adjustment will apply during this period. (b) OCTOBER 1SEPTEMBER 30, 2002 THROUGH DECEMBER 31SEPTEMBER 30, 2004. Beginning October 1September 30, 2002, the Adjustment will take effect on a progressive basis with regards to the number of months elapsed between December 31September 30, 2001, 2001 and the end close of the quarter for which the Adviser's fee is being computed. During the this period, the Adjustment will be calculated using cumulative performance of the Fund Alliance Portfolio and the Index from January 1September 30, 2002 2001 through the end of the applicable quarter. For these purposes, the endpoints and size of therange the range over which a positive or negative Adjustment applies and thecorresponding Adjustment the corresponding maximum fee adjustment amount will be multiplied by a fractionaltimefractional time-elapsed adjustment. The fraction will equal the number of months elapsed since January 1September 30, 20022001, divided by thirty-six. Example: Assume that the Adviser's compensation is being calculated for the quarter ended March December 31, 20042003, and that the cumulative performance of the Fund Alliance Portfolio versus the Index for the applicable period is +7.0+3%. In this case, an Adjustment of +50.2512.5% would apply. The following demonstrates the calculation: Calculate the fractional time-elapsed adjustment by dividing 27 months by 36 months This would be calculated as [(equals 75.0a / c)(18.75%)], then multiply where a equals the percentage amount by which the endpoints performance of the Alliance Portfolio has exceeded the baseline percentage for the linear adjustment and c equals the sized of the adjusted range (as measured from zero) over which the positive or negative Adjustment applies linear adjustment applies. The adjusted range is determined as [(27/36) x 6%] = 4.5%. The value of "a/c" is 3% divided by 4.5% to = 67%. Similarly, 18.75% is determined as [(27/36) x 9.0% = 3.375% to 6.75( 25%)]. Given the portfolio's cumulative performance of +7.0% is greater than the time-elapsed adjusted range of +3.375% to +6.75%(Note that this example reflects rounding. In practice, multiply the fractional time-elapsed adjustment of 75.0% by the corresponding maximum adjustment for the time-elapsed adjusted range of greater than +6.75% or (75.0%)(67.0%) = +50.25%. (Note: actual calculations will be rounded extended to the third eighth decimal point.) (c) ON AND AFTER JANUARY 1SEPTEMBER 30, 20052004. The Commencing September 30, 2004, the Adjustment will be fully operable at this timeoperable.