Exhibit 99-5(c)
Contract Mailed:
Effective Date:
Termination Date: April 30,
Fund(s):
Mr.
Re: Xxxxxxx Insurance Funds Portfolio Management Contract
Dear Mr. :
Xxxxxxx Insurance Funds ("Investment Company"), a Massachusetts business
trust, is a diversified open-end management investment company of the series
type registered as an investment company under the Investment Company Act of
1940 ("Act"), and subject to the rules and regulations promulgated thereunder.
The Investment Company is a so-called "series" company which issues shares
evidencing beneficial interests in separate investment portfolios, each with
different investment objectives and policies ("Funds").
Xxxxx Xxxxxxx Investment Management Company ("FRIMCo") acts as the manager
and administrator of the Investment Company pursuant to the terms of a
Management Agreement, and is an "investment adviser" to the Investment Company
as defined in Section 2(a)(20) of the Act. FRIMCo is responsible for the day-to-
day management and administration of the Investment Company and for the
coordination of investment of each Fund's assets in portfolio securities.
However, specific portfolio purchases and sales for each Fund's investment
portfolio, or a portion thereof, are to be made by portfolio management
organizations recommended and selected by XXXXXx, and appointed by, and subject
to the approval of, the Board of Directors of the Investment Company.
1. APPOINTMENT AS A MONEY MANAGER. Investment Company being duly
authorized hereby appoints and employs you ("Money Manager") as a discretionary
money manager to the
Investment Company's Fund(s) designated above, on the terms and conditions set
forth herein, for those assets of the Fund(s) which FRIMCo, as a fiduciary for
Investment Company, determines to assign to you (those assets being referred to
for the Fund(s) individually and collectively as the "Fund Account").
2. ACCEPTANCE OF APPOINTMENT; STANDARD OF PERFORMANCE. Money Manager
accepts the appointment as a discretionary money manager and agrees to use its
best professional judgment to make timely investment decisions for the
Investment Company with respect to the investments of the Fund Account in
accordance with the provisions of this Contract.
3. PORTFOLIO MANAGEMENT SERVICES OF MONEY MANAGER. Money Manager is
xxxxxx employed and authorized to select portfolio securities for investment by
the Fund(s), to determine to purchase and sell securities of the Fund Account,
and upon making any purchase or sale decision, to place orders for the execution
of such portfolio transactions in accordance with paragraphs 5 and 6 hereof and
Exhibit A hereto (as amended from time to time). In providing portfolio
management services to the Fund Account: Money Manager shall be subject to such
investment restrictions as are set forth in the Act and Rules thereunder, the
supervision and control of the Board of Directors of the Investment Company,
such specific instructions as the Board may adopt and communicate to Money
Manager, the investment objectives, policies and restrictions of the Fund(s)
furnished pursuant to paragraph 4, and instructions from FRIMCo; and Money
Manager shall maintain on behalf of the Investment Company the records listed in
Exhibit B hereto (as amended from time to time). At Investment Company's
reasonable request, Money Manager will consult with Investment Company or with
FRIMCo, with respect to any decision made by it with respect to the investments
of the Fund Account.
4. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS. The Investment
Company shall provide Money Manager with a statement of the investment
objectives and policies of the Fund Account and any specific investment
restrictions applicable thereto as established by Investment Company, including
those set forth in its Prospectus as amended from time to time. Investment
Company retains the right, on written notice to Money Manager from the
Investment Company or FRIMCo, to modify any such objectives, policies or
restrictions in any manner at any time.
5. TRANSACTION PROCEDURES. All transactions will be consummated by
payment to or delivery by State Street Bank & Trust Company (the "Custodian"),
or such depositories, or agents, as may be designated by the Custodian, as
custodian for the Investment Company, of all cash and/or securities due to or
from the Fund Account, and Money Manager shall not have possession or custody
thereof or any responsibility or liability with respect thereto. Money Manager
shall advise Custodian and confirm in writing to Investment Company all
investment orders for the Fund Account placed by it with brokers and dealers at
the time and in the manner and as set forth in Exhibit A hereto (as amended from
time to time). Investment Company shall issue to the Custodian such instructions
as may be appropriate in connection with the settlement of any transaction
initiated by Money Manager. Investment Company shall be responsible for all
custodial arrangements and the payment of all custodial charges and fees, and
upon giving proper instructions to the Custodian, Money Manager shall have no
responsibility or liability with respect to custodial arrangements or the acts,
omissions or other conduct of the Custodian.
6. ALLOCATION OF BROKERAGE. Money Manager shall have authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by Money Manager, and for the selection of the markets on/in which the
transaction will be executed.
A. In doing so, the Money Manager's primary objective shall be to seek to
select a broker-dealer that can be expected to obtain the best net price and
execution for the Investment Company. However, this responsibility shall not be
deemed to obligate the Money Manager to solicit competitive bids for each
transaction; and Money Manager shall have no obligation to seek the lowest
available commission cost to Investment Company, so long as Money Manager
believes in good faith, based upon its knowledge of the capabilities of the firm
selected, that the broker or dealer can be expected to obtain the best price on
a particular transaction and that the commission cost is reasonable in relation
to the total quality and reliability of the brokerage and research services made
available by the broker to Money Manager viewed in terms of either that
particular transaction or of Money Manager's overall responsibilities with
respect to its clients, including the Investment Company, as to which Money
Manager exercises investment discretion, notwithstanding that Investment Company
may not be the direct or exclusive beneficiary of any such services or that
another broker may be willing to charge Investment Company a lower commission on
the particular transaction.
B. Investment Company shall retain the right to request that transactions
giving rise to brokerage commissions, in an amount to be agreed upon by
Investment Company and Money Manager, shall be executed by brokers and dealers
which provide brokerage or research services to the Investment Company or
FRIMCo, or as to which an ongoing relationship will be of value to Investment
Company in its management of the Fund(s), which services and relationship may,
but need not, be of direct benefit to the Fund Account, so long as (i) the Money
Manager believes in good faith, based upon its knowledge of the capabilities of
the firm selected, that the broker or dealer can be expected to obtain the best
price on a particular transaction and (ii) the Investment Company determines
that the commission cost is reasonable in relation to the total quality and
reliability of the brokerage and research services made available to Investment
Company, or to FRIMCo for the benefit of its clients for which it exercises
investment discretion, notwithstanding that the Fund Account may not be the
direct or exclusive beneficiary of any such service or that another broker may
be willing to charge Investment Company a lower commission on the particular
transaction.
X. Xxxxx Manager agrees that it will not execute any portfolio
transactions with a broker or dealer which is an "affiliated person" (as defined
in the Act) of the Investment Company or of any Money Manager for the Investment
Company without the prior written approval of the Investment Company. Investment
Company agrees that it will provide Money Manager with a list of brokers and
dealers which are "affiliated persons" of the Investment Company and its Money
Managers.
D. As used in this paragraph 6, "brokerage and research services" shall
have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of
1934.
7. PROXIES. Unless FRIMCo gives written instructions to the contrary,
Money Manager shall vote all proxies solicited by or with respect to the issuers
of securities in which assets of the Fund Account may be invested. Money Manager
shall use its best good faith judgment to vote such proxies in a manner which
best serves the interests of the Investment Company's shareholders.
8. REPORTS TO MONEY MANAGER. Investment Company shall provide Money
Manager with such periodic reports concerning the status of the Fund Account as
Money Manager may reasonably request.
9. FEES FOR SERVICES. The compensation of Money Manager for its services
under this Contract shall be calculated and paid by XXXXXx, acting as a
fiduciary for Investment Company, in accordance with the attached Exhibit C. To
the extent that the Investment Company, as principal, has discharged or been
relieved of, its duty to pay over to FRIMCo, by reason of its payment of FRIMCo,
in its capacity as a fiduciary for Investment Company, any or all amounts
payable to the Money Manager, the Money Manager agrees to look to the agent for
payment of amounts payable to Money Manager hereunder. Money Manager xxxxxx
agrees to contact the Secretary of the Investment Company if payment is not
received from FRIMCo.
10. OTHER INVESTMENT ACTIVITIES OF MONEY MANAGER. Investment Company
acknowledges that Money Manager, or one or more of its affiliates, may have
investment responsibilities or render investment advice to, or perform other
investment advisory services for, other individuals or entities ("Affiliated
Accounts"). Subject to the provisions of paragraph 2 hereof, Investment Company
agrees that Money Manager or its affiliates may give advice or exercise
investment responsibility and take such other action with respect to other
Affiliated Accounts which may differ from advice given or the timing or nature
of action taken with respect to the Fund Account, provided that Money Manager
acts in good faith, and provided, further, that it is Money Manager's policy to
allocate, within its reasonable discretion, investment opportunities to the Fund
Account over a period of time on a fair and equitable basis relative to the
Affiliated Accounts, taking into account the investment objectives and policies
of the Fund Account and any specific investment restrictions applicable thereto.
Investment Company acknowledges that one or more of the Affiliated Accounts may
at any time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which the Fund Account may have an interest from
time to time, whether in transactions which may involve the Fund Account or
otherwise. Money Manager shall have no obligation to acquire for the Fund
Account a position in any investment which any Affiliated Account may acquire,
and the Investment Company shall have no first refusal, coinvestment or other
rights in respect of any such investment, either for the Fund Account or
otherwise.
11. CERTIFICATE OF AUTHORITY. Investment Company, FRIMCo and Money Manager
shall furnish to each other from time to time certified copies of the
resolutions of their Board of Directors, Board of Trustees or executive
committee evidencing the authority of officers and employees who are authorized
to act on behalf of Investment Company, Fund Account, FRIMCo and/or Money
Manager.
12. LIMITATION OF LIABILITY. Money Manager shall not be liable for any
action taken, omitted or suffered to be taken by it in its reasonable judgment,
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Contract, or in accordance with (or
in the absence of) specific directions or instructions from Investment Company;
provided, however, that such acts or omissions shall not have resulted from
Money Manager's willful misfeasance, bad faith or gross negligence, violation of
the standard of care established by and applicable to Money Manager in its
actions under this Contract, or breach of its duty or of its obligations
hereunder.
13. CONFIDENTIALITY. Subject to the right of each Money Manager and
Investment Company to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction over it, the parties hereto
shall treat as confidential all information
pertaining to the Fund Account and the actions of each Money Manager and
Investment Company in respect thereof.
14. ASSIGNMENT. No assignment, as that term is defined in Section 2(a)(4)
of the Act, of this Contract shall be made by Money Manager, and this Contract
shall terminate automatically in the event that it is assigned. Money Manager
shall notify Investment Company in writing sufficiently in advance of any
proposed change of control, as defined in Section 2(a)(9) of the Act, as will
enable Investment Company to consider whether an assignment as defined in
Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter
into a new Contract with Money Manager.
15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The
Investment Company represents, warrants and agrees that:
X. Xxxxx Manager has been duly appointed by the Board of Trustees of the
Investment Company to provide investment services to the Fund Account as
contemplated hereby.
B. Investment Company will deliver to Money Manager a true and complete
copy of its current prospectus as effective from time to time, such other
documents or instruments governing the investments of Fund Account, and such
other information as is necessary for Money Manager to carry out its obligations
under this Contract.
C. The organization of the Investment Company and the conduct of the
business of Fund(s) and the Fund Account as contemplated by this Contract,
complies, and shall at all times comply, with the requirements imposed upon the
Investment Company by applicable law.
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF MONEY MANAGER. Money
Manager represents, warrants and agrees that:
X. Xxxxx Manager is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act"); or it is a "bank" as defined
in Section 202(a)(2) of the Advisers Act or an "insurance company" as defined in
Section 202(a)(12) of the Advisers Act.
X. Xxxxx Manager will maintain, keep current and preserve on behalf of
the Investment Company, in the manner required or permitted by the Act, the
records identified in Exhibit B. Money Manager agrees that such records (other
than those required by No. 4 of Exhibit B) are the property of the Investment
Company, and will be surrendered to the Investment Company promptly upon
request.
X. Xxxxx Manager will adopt a written code of ethics complying with the
requirements of Rule 17j-1 under the Act, will provide to the Investment Company
a copy of the code of ethics and evidence of its adoption, and will make such
reports to the Investment Company as required by Rule 17j-1 under the Act.
X. Xxxxx Manager will notify the Investment Company of any changes in the
membership of its partnership within a reasonable time after such change.
X. Xxxxx Manager is not and will not become a party to any noncompete
agreement or any other agreement, arrangement, or understanding that would
restrict, limit, or otherwise interfere with the ability of FRIMCo or the
Investment Company to employ any
person or organization, now or in the future, to manage the Fund Account, any
other Investment Company assets, or any other assets managed by FRIMCo.
17. AMENDMENT. This Contract may be amended at any time, but only by
written agreement between Money Manager and Investment Company, which amendment,
other than amendments to Exhibits A and B, must be approved by the Board of
Trustees of the Investment Company in the manner required by the Act.
18. EFFECTIVE DATE; TERM. This Contract shall become effective for the
Fund(s) on the effective date set forth on page 1 of this Contract, and shall
continue in effect until the termination date set forth on page 1 of this
Contract. Thereafter, the Contract shall continue in effect for successive
annual periods only so long as its continuance has been specifically approved at
least annually by the Board of Trustees of the Investment Company in the manner
required by the Act.
19. TERMINATION. This Contract may be terminated by either party hereto,
without the payment of any penalty, immediately upon written notice to the other
party, but any such termination shall not affect the status, obligations, or
liabilities of any party hereto to the other.
20. APPLICABLE LAW. To the extent that state law shall not have been
preempted by the provisions of any laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Contract
shall be administered, construed, and enforced according to the laws of the
State of Washington.
21. NOTICE OF LIABILITY LETTER. Money Manager will notify, in writing, any
organization with whom it places orders for the execution of Investment Company
portfolio transactions that the organization will be: (i) executing portfolio
transactions of a Massachusetts business trust; and (ii) that the Investment
Company's Master Trust Agreement contains an express disclaimer of shareholder,
officer or Trustee liability for acts or obligations of the Investment Company
and requires that all obligations of the Investment Company be satisfied out of
its assets. Mailing a notice substantially similar to Exhibit D will be deemed
to be compliance with this section.
22. LIMITATION OF LIABILITY. The Master Trust Agreement dated
___________________, 1996, as amended from time to time, establishing the
Investment Company, which is hereby referred to and a copy of which is on file
with the Secretary of The Commonwealth of Massachusetts, provides that the name
Xxxxx Xxxxxxx Investment Company means the Trustees from time to time serving
(as Trustees but not personally) under said Master Trust Agreement. It is
expressly acknowledged and agreed that the obligations of the Investment Company
hereunder shall not be binding upon any of the shareholders, Trustees, officers,
employees or agents of the Investment Company, personally, but shall bind only
the trust property of the Investment Company, as provided in its Master Trust
Agreement. The execution and delivery of this Agreement have been authorized by
the Trustees of the Investment Company and signed by the President of the
Investment Company, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Investment Company as provided in
its Master Trust Agreement.
(Money Manager) Xxxxxxx Insurance Funds
Xxxxx Xxxxxxx Investment Management Company,
as a fiduciary for Xxxxxxx Insurance Funds
BY: BY:
------------------ -------------------
Xxxx X. Xxxxxxxx
President
DATE: DATE:
---------------- -----------------
EXHIBITS: A. Operational Procedures (including Schedules 1, 2 and 3).
B. Recordkeeping Requirements.
C. Fee Schedule.
D. Notice of Liability Letter.
Xxxxxxx Insurance Funds
Portfolio Management Contract
Exhibit A
Operational Procedures
A Money Manager ("MM") for Xxxxxxx Insurance Funds ("Investment Company") should
abide by certain rules and procedures in order to minimize operational problems.
MM will be required to have various records and files (as required by regulatory
agencies) at their offices. MM will have to maintain a certain flow of
information to State Street Bank & Trust Company ("SSB"), the custodian bank for
Investment Company.
MM will be required to furnish SSB with daily information as to executed trades.
SSB should receive this data no later than the morning following the day of the
trade. The necessary information should be transmitted to SSB (1) via facsimile
machine (the direct line to the facsimile machine is 617-985-3999) or (2) via an
electronic communications system ("System") approved by SSB that meets the
following criteria:
- The System must provide a method by which State Street can reasonably
ensure that each communication received by it through the System
actually originated from the MM.
- Only persons properly authorized by MM's senior operations officer
shall be authorized to access the System and enter information, and MM
must employ reasonable procedures to permit only authorized persons to
have access to the System.
- MM will create separate System files containing the daily executed
securities trade information with respect to each Investment Company
portfolio it manages, or MM will transmit separately the trades for
each such portfolio.
- SSB, through System or otherwise, will provide to MM prompt
certification or acknowledgment of SSB's receipt of each transmission
by MM of executed trade information.
- If the System malfunctions, MM will transmit all trade information via
facsimile transmission.
Upon receipt of brokers' confirmations, MM or SSB will be required to notify the
other party if any differences exist. The reporting of trades by the MM to SSB
must include the following:
- Purchase or Sale
- Security name
- Number of shares or principal amount
- Price per share or bond
- Commission rate per share or bond, or if a net trade
- Executing broker
- Trade date
- Settlement date
- If security is not eligible for DTC
- This information can be reported using your forms, if applicable
When opening accounts with brokers for Investment Company, the account should be
a cash account. No margin accounts are to be maintained. The broker should be
advised to use SSB IDC's ID system number (No. 20997) to facilitate the receipt
of information by SSB. If this procedure is followed, DK problems will be held
down to a minimum and additional costs of security trades will not become an
important factor in doing business. Delivery and receipt instructions are
attached as Schedule 2.
MM will be required to submit to SSB a daily trade authorization report, either
through a System or, if a facsimile transmission is used, on a form signed by
two authorized individuals prior to settlement date and a list of authorized
persons with specimen signatures must have previously been sent to SSB (see
Schedule 3). The daily trade authorization report will contain information on
which SSB can rely to either accept delivery or deliver out of the account,
securities as per MM trades. If facsimile transmission is used, a preprinted
form will be supplied to MM by Investment Company, or MM can use an equivalent
form acceptable to SSB and Investment Company.
Schedule 1
Reserved for future use.
Schedule 2
Mailing Instructions and Delivery Instructions:
Confirmation Instructions (Copy of Broker Advice):
State Street Bank and Trust Company
Mutual Fund Services
0000 Xxxxxxxx Xxxxx (X0X)
Xxxxx Xxxxxx, XX 00000
Attn: Fund Name/Fund Number
For the account of Xxxxxxx Insurance Funds
( FUND NAME )
Delivery Instructions:
All DTC Eligible Securities:
Depository Trust Company (DTC) #997 Custodian Services
#20997 Agent Bank
All Ineligible DTC Securities (i.e., Commercial Paper)
State Street Bank and Trust Company
State Street Boston-Securities Corp.
00 Xxxxxxxx
Xxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
"VS Payment" (Federal Funds on Commercial Paper Only)
For the account of Xxxxxxx Insurance Funds
( FUND NAME )
All Government Issues:
Delivered through Book Entry of Federal Reserve
Bank to: State St Bos/SPEC/FUND NAME/FUND #
(VS Payment Federal Funds)
Foreign Holdings:
Please confer with Xxxx Xxxxx, State Street Bank,
(Phone: 000-000-0000) to obtain delivery instructions
of the State Street Global Custody Network
Schedule 3
Example of Authorized Signature Letter
(To Be Typed on Your Letterhead)
[DATE]
State Street Bank and Trust
Mutual Fund Services
0000 Xxxxxxxx Xxxxx (X0X)
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxxxx Insurance Funds
RE: Persons Authorized To Execute Trades For Fund
--------------------
The following list of individuals are authorized to execute and report trade
instructions on behalf of the Fund. Should there be any changes to the
authorized persons listed below, we will notify you immediately of those
changes.
NAME SIGNATURE
---- ---------
Sincerely yours,
[Money Manager]
Exhibit B
Records To Be Maintained By Money Manager
*1. A record of each brokerage order, and all other portfolio purchases and
sales, given by Money Manager or on behalf of the Investment Company for,
or in connection with, the purchase or sale of securities, whether executed
or unexecuted. Such records shall include:
A. The name of the broker,
B. The terms and conditions of the order, and of any modification or
cancellation thereof,
C. The time of entry or cancellation,
D. The price at which executed,
E. The time of receipt of report of execution, and
F. The name of the person who placed the order on behalf of the
Investment Company (1940 Act Rule, 31a-1(b)(5) and (6)).
*2. A record for each fiscal quarter, completed within ten (10) days after the
end of the quarter, showing specifically the basis or bases upon which the
allocation of orders for the purchase and sale of portfolio securities to
brokers or dealers, and the division of brokerage commissions or other
compensation on such purchase and sale orders. The record:
A. Shall include the consideration given to:
(i) the sale of shares of the Company
(ii) the supplying of services or benefits by brokers or dealers to:
(a) The Investment Company,
(b) FRIMCo,
(c) Yourself (i.e., the Money Manager), and
(d) Any person other than the foregoing
(iii) Any other considerations other than the technical qualifications
of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
X. Xxxxx describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The identities of the persons responsible for making the determination
of such allocation and such division of brokerage commissions or other
compensation (1940 Act, Rule 31a-1(b)(9)).
*3. A record in the form of an appropriate memorandum identifying the person or
persons, committees, or groups authorizing the purchase or sale of
portfolio securities. Where an
authorization is made by a committee or group, a record shall be kept of
the names of its members who participate in the authorization. There shall
be retained as part of this record any memorandum, recommendation, or
instruction supporting or authorizing the purchase or sale of portfolio
securities (1940 Act, Rule 31a-1(b)(10)) and such other information as is
appropriate to support the authorization.**
*4. Such accounts, books and other documents as are required to be maintained
by registered investment advisers by rule adopted under Section 204 of the
Investment Advisers Act of 1940, to the extent such records are necessary
or appropriate to record Money Manager's transactions with the Investment
Company. (1940 Act, Rule 31a-1(f)).
---------------------------------
* Maintained as property of the Investment Company pursuant to 1940 Act Rule
31a-3(a).
** Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold), and any internal
reports or portfolio manager reviews.
EXHIBIT C
PORTFOLIO MANAGER FEE
XXXXXXX INSURANCE FUNDS
FUND NAME
For investment advisory services provided to the Fund Account under this
Agreement, Xxxxx Xxxxxxx Investment Management Company ("FRIMCo") as a fiduciary
for Investment Company shall pay Money Manager a fee determined by multiplying
the Average Account Assets by the Applicable Percentage as defined below. All
fees shall be calculated annually and paid quarterly. Fees for partial periods
shall be prorated for any calendar quarter for which services were rendered.
The Applicable Percentage for any quarter shall be the weighted average fee
determined by applying the Average Total Assets to the following table (e.g.,
the resulting total fee in dollars divided by the Average Total Assets).
___ b.p. on the first $
---- ---------------
___ b.p. on the next $
---- ---------------
___ b.p. on the next $
---- ---------------
___ b.p. on all amounts thereafter
----
(expressed as annualized rates)
For purposes of this Exhibit:
"Average Account Assets" for any quarter shall mean the average of the assets in
the Fund Account on the last business day of the preceding calendar quarter and
the last business day of each month during the calendar quarter.
"Average Total Assets" for any quarter shall mean the sum of the Average Account
Assets and the average for the same quarter of all other assets in other
accounts (calculated in the same manner as Average Account Assets) managed by
Money Manager for the Xxxxx Xxxxxxx Group of Companies which use a substantially
equivalent investment strategy to that employed by Money Manager for the Fund
Account.
"Xxxxx Xxxxxxx Group of Companies" shall mean FRIMCo and any affiliated company
which controls, is controlled by or is under common control with the FRIMCo.
Exhibit D
Gentlemen:
Xxxxxxx Insurance Funds, a Massachusetts business trust (the "Trust") and an
SEC-registered investment company, has requested that I correspond with you
concerning purchases and/or sales of the Trust's portfolio instruments that will
be made on behalf of the Trust with your organization.
The Trust is required under its Master Trust Agreement to inform you that
although the Trust is organized as a Massachusetts business trust, the Trust's
Master Trust Agreement contains an express disclaimer of shareholder, officer
and trustee liability for acts or obligations of the Trust and requires that all
obligations of the Trust be satisfied out of its assets. The purpose of this
disclaimer is for the Trust's shareholders, officers and Trustees to have the
same protection against being liable for the Trust's obligations as
shareholders, officers and Directors of a corporation. THE RESPONSIBILITY OF THE
TRUST FOR ITS TRANSACTIONS WITH YOU IS NOT CHANGED BY THIS NOTICE. No action is
needed on your part in response to this notice.
Should you have any questions concerning the information contained herein,
please contact Xxxxxxx X. Xxxxx, Associate General Counsel of the Trust, at
(000) 000-0000.
Sincerely yours,
