INVESTMENT SUBADVISORY AGREEMENT VALUE PORTFOLIO
VALUE
PORTFOLIO
THIS
AGREEMENT, made
this
15th
day of
November, 2006, is between JEFFERSON PILOT INVESTMENT ADVISORY CORPORATION,
a
Tennessee corporation with offices at Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx,
00000 (the “Investment Manager”) and Massachusetts Financial Services Company,
(the “Subadviser”) a Delaware corporation with offices at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000.
WHEREAS,
Jefferson
Pilot Variable Fund, Inc. (the “Fund”) is engaged in business as a diversified
open-end management investment company and is registered as such under the
Investment Company Act of 1940 (the “Investment Company Act”);
WHEREAS,
the
Fund
issues separate classes or series of stock, each of which represents a separate
portfolio of investments;
WHEREAS,
the
Fund’s shareholders are and will be separate accounts maintained by insurance
companies for variable life insurance policies under which income, gains,
losses, whether or not realized, from assets allocated to such accounts are,
in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance
companies;
WHEREAS,
the
Fund
has employed the Investment Manager to act as investment manager of the
Portfolio, as set forth in an Investment Management Agreement between the Fund
and the Investment Manager dated August 28, 1997, (the “Investment Management
Agreement”) pursuant to which it was agreed that the Investment Manager may
contract with the Subadviser, or other parties for certain investment management
services;
WHEREAS,
the
Subadviser is engaged in the business of rendering investment advisory services
and is registered as an investment adviser under the Investment Advisers Act
of
1940 (the “Advisers Act”);
WHEREAS,
the
Investment Manager desires to retain the Subadviser to render investment
management services to the Fund’s Value Portfolio (the “Portfolio”) in the
manner and on the terms hereinafter set forth;
NOW,
THEREFORE,
in
consideration of the premises and the covenants hereinafter contained the
Investment Manager and the Subadviser hereby agree as follows:
3. Services
to be Rendered by the Subadviser to the Fund
A. The
Subadviser will manage the investment and reinvestment of the assets of the
Portfolio and determine the composition of the assets of the Portfolio, subject
always to the general direction and control of the Directors of the Fund and
the
Investment Manager and in accordance with the provisions of the Fund’s
registration statement, as amended from time to time. In fulfilling its
obligations to manage the investment and reinvestment of the assets of the
Portfolio, the Subadviser will:
(i) obtain
and evaluate pertinent, statistical, financial, and other information relating
to individual companies or industries, the securities of which are included
in
the Portfolio or are under consideration for inclusion in the
Portfolio;
(ii) formulate
and implement a continuous investment program for the Portfolio (a) consistent
with the investment objectives, policies, and restrictions of the Portfolio
as
stated in the Fund’s Agreement and Articles of Incorporation, Bylaws, and such
Portfolio’s currently effective Prospectus and Statement of Additional
Information (“SAI”) as amended from time to time, and (b) in
compliance with the diversification requirements of Sections 817(h) and 851
of
the Internal Revenue Code of 1986. The Subadviser shall perform diversification
testing on at least a quarterly basis with respect to Portfolio assets managed
by the Subadviser, and shall provide timely notice if such diversification
requirements are not satisfied with respect to the Portfolio's
assets;
(iii) take
whatever steps are necessary to implement the investment program for the
Portfolio by the purchase and sale of securities and other investments
authorized under the Fund’s Agreement and Articles of Incorporation, Bylaws, and
such Portfolio’s currently effective Prospectus and SAI, including the placing
of orders for such purchases and sales;
(iv) regularly
report to the Directors of the Fund and the Investment Manager with respect
to
the implementation of the investment program and, in addition, provide such
statistical information and special reports concerning the Portfolio and/or
important developments materially affecting the investments held, or
contemplated to be purchased, by the Portfolio, as may reasonably be requested
by the Investment Manager or the Directors of the Fund, including attendance
at
Board of Directors Meetings, as reasonably requested, to present such
information and reports to the Board, provided that Subadviser shall not be
responsible for fund accounting;
(v) will
assist in suggesting methods for determining fair value of certain portfolio
securities when market quotations are not readily available for the purpose
of
calculating the Portfolio’s net asset value in accordance with procedures and
methods established by the Directors of the Fund, provided that the Subadviser
shall not bear responsibility or liability for the determination or accuracy
of
the valuation of any security or other asset in the Portfolio;
(vi) will
provide executed trade and other necessary information requested by the
Investment Manager and required to be provided by the Subadviser hereunder
through mutually agreed upon methods of communication; and
(vii) unless
the Investment Manager advises the Subadviser in writing that the right to
vote
proxies has been expressly reserved to the Investment Manager or otherwise
delegated to another party, the Subadviser shall exercise voting rights incident
to any securities held by the Portfolio in accordance with its own proxy voting
policies and procedures without consultation with the Investment Manager or
the
Portfolio. The Subadviser agrees to furnish a copy of its proxy voting policies
and procedures, and any amendments thereto, to the Investment Manager.
B. To
facilitate the Subadviser’s fulfillment of its obligations under this Agreement,
the Investment Manager will undertake the following:
(i) the
Investment Manager agrees to provide the Subadviser with all amendments or
supplements to the Registration Statement, the Fund’s Agreement and Articles of
Incorporation, and Bylaws prior to filing with Securities and Exchange
Commission.
(ii) the
Investment Manager agrees, on an ongoing basis, to notify the Subadviser
expressly in writing of each change in the fundamental and nonfundamental
investment policies of the Portfolio five business days prior to the effective
date of such changes.
(iii) The
Investment Manager agrees to provide or cause to be provided to the Subadviser
such assistance as may be reasonably requested by the Subadviser in connection
with its activities pertaining to the Portfolio under this Agreement, including,
without limitation, information concerning the Portfolio, its available funds,
or funds that may reasonably become available for investment, and information
as
to the general condition of the Portfolio’s affairs and information to enable
Subadviser to monitor the Portfolio’s compliance with Subchapter M of the
IRC;
(iv) the
Investment Manager agrees to provide or cause to be provided to the Subadviser
on an ongoing basis, such information as is reasonably requested by the
Subadviser for performance by the Subadviser of its obligations under this
Agreement;
(v) the
Investment Manager will promptly provide the Subadviser with any guidelines
and
procedures applicable to the Subadviser or the Portfolio adopted from time
to
time by the Board of Directors of the Fund and agrees to promptly provide the
Subadviser copies of all amendments thereto; and
(vi) the
Investment Manager agrees to provide or cause to be provided to the Subadviser
on an ongoing basis a list of all publicly traded affiliates of the Investment
Manager which may not be purchased by the Portfolio (such list shall include
security names, cusip numbers, sedol, and/or applicable ticker) and a list
of
all brokers and underwriters affiliated with the Investment Manager for
reporting transactions under applicable provisions of the Investment Company
Act.
All
such
information referenced in this Section 3 (B) shall be conveyed to the Subadviser
in a timely manner so as to permit the Subadviser to take such actions as may
be
required in an orderly fashion, and the Subadviser shall not be in breach of
any
term of this Agreement or be deemed to have acted negligently if the Manager
fails to provide or cause to be provided such information and the Subadviser
relies on the information most recently furnished to the Subadviser.
The
Investment Manger acknowledges that the Subadviser does not have access to
all
of the Portfolio’s books and records to perform certain compliance testing.
However, to the extent that the Sub-Adviser has agreed to perform the services
specified in this Agreement, the Subadviser shall perform compliance testing
with respect to the Portfolio based upon information in its possession and
upon
information and written instructions received from the Investment Adviser.
C.
The
Fund
and the Investment Manager shall not, without the prior written consent of
Subadviser, make representations in any disclosure document, advertisement,
sales literature or other promotional material regarding the Subadviser or
its
affiliates. The Investment Manager shall hold harmless and indemnify the
Subadviser against any loss, liability, cost, damage or expense (including
reasonable attorneys fees and costs) arising out of any use of any disclosure
documents, advertisement, sales literature or other promotional material without
prior written consent by the Subadviser.
D. The
Subadviser, at its expense, will furnish all necessary investment and management
facilities and investment personnel, including salaries, expenses and fees of
any personnel required for it to faithfully perform its duties under this
Agreement. The Fund or Investment Manager assumes and shall pay all expenses
incidental to their respective organization, operation and business not
specifically assumed or agreed to be paid by the Subadviser pursuant hereto,
including, but not limited to, investment adviser fees; any compensation, fees,
or reimbursements which the Fund pays to its Directors; compensation of the
Fund’s custodian, transfer agent, registrar and dividend disbursing agent;
legal, accounting, audit and printing expenses; administrative, clerical,
record-keeping and bookkeeping expenses; brokerage commissions and all other
expenses in connection with execution of portfolio transactions (including
any
appropriate commissions paid to the Subadviser or its affiliates for effecting
exchange listed, over-the-counter or other securities transactions); interest,
all federal, state and local taxes (including stamp, excise, income and
franchise taxes) costs of stock certificates and expenses of delivering such
certificates to the purchaser thereof; expenses of shareholders’ meetings and of
preparing, printing and distributing proxy statements, notices, and reports
to
shareholders; regulatory authorities; all expenses incurred in complying with
all federal and state laws and the laws of any foreign country applicable to
the
issue, offer, or sale of shares for the Fund, including, but not limited to
all
costs involved in the registration or qualification of shares of the Fund for
sale in any jurisdiction, the costs of portfolio pricing services and systems
for compliance with blue sky laws, and all costs involved in preparing, printing
and mailing prospectuses and statements of additional information of the Fund;
and all fees, dues and other expenses incurred by the Fund in connection with
the membership in any trade association or other investment company
organization.
Notwithstanding
anything herein, the Subadviser shall be responsible for commercially reasonable
expenses relating to the printing and mailing of required supplements to the
Fund’s registration statement, provided that such supplements relate solely to a
change in control of the Subadviser or any change in the portfolio manager
or
managers assigned by the Subadviser to manage the Portfolio, where such
supplements are required to be distributed to existing annuity contract holders
and life policy holders that are invested in the Portfolio (“Existing
Investors”) under applicable law. Such expenses will relate to supplement
distributions made to Existing Investors that are invested in the Portfolio.
The
Investment Manager agrees to provide a detailed invoice of such expenses not
later than six months after the expenses are incurred.
E. The
Subadviser will select brokers and dealers to effect all portfolio transactions
subject to the conditions set forth herein (except to the extent such
transactions are cross-trades effected in accordance with Rule 17a-7 and such
policies or procedures as may be established by the Board of Directors). The
Subadviser will place all necessary orders with brokers, dealers, or issuers,
and will negotiate brokerage commissions if applicable. The Subadviser is
directed at all times to seek to execute brokerage transactions for the
Portfolio in accordance with such policies or practices as may be established
by
the Board of Directors and described in the Fund’s currently effective
prospectus and SAI, as amended from time to time. The Investment Manager
reserves the right to direct the Subadviser upon written notice not to execute
transactions through any particular broker(s) or dealer(s), and the Subadviser
agrees to comply with such request within ten business days of receiving written
notice.
The
Subadviser will monitor the use of broker-dealers. In placing orders for the
purchase or sale of investments for the Portfolio, in the name of the Portfolio
or its nominees, the Subadviser shall use its best efforts to obtain for the
Portfolio the most favorable price and best execution available, considering
all
of the circumstances, and shall maintain records adequate to demonstrate
compliance. “Best execution” shall mean prompt and reliable execution at the
most favorable securities price, taking into account the other provisions
hereinafter set forth. Whenever the Subadviser places orders, or directs the
placement of orders, for the purchase or sale of portfolio securities on behalf
of the Portfolio, in selecting brokers or dealers to execute such orders, the
Subadviser is expressly authorized to consider the fact that a broker or dealer
has furnished statistical, research or other information or services which
enhance the Subadviser’s research and portfolio management capability generally.
It is further understood in accordance with Section 28(e) of the Securities
Exchange Act of 1934, as amended, that the Subadviser may negotiate with and
assign to a broker a commission which may exceed the commission which another
broker would have charged for effecting the transaction if the Subadviser
determines in good faith that the amount of commission charged was reasonable
in
relation to the value of brokerage and/or research services (as defined in
Section 28(e)) provided by such broker. To the extent authorized by said Section
28(e) and the Fund’s Board of Directors, the Subadviser shall not be deemed to
have acted unlawfully or to have breached any duty created by this Agreement
or
otherwise solely by reason of such action.
F. On
occasions when the Subadviser deems the purchase or sale of a security to be
in
the best interest of the Portfolio as well as other clients of the Subadviser,
the Subadviser to the extent permitted by applicable laws and regulations,
may,
but shall be under no obligation to, aggregate the securities to be purchased
or
sold to attempt to obtain a more favorable price or lower brokerage commissions
and efficient execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will
be
made by the Subadviser in compliance with Section 17(d) of the Investment
Company Act of 1940 and the rules established thereunder, Section 206 of the
Investment Advisers Act of 1940 and any rules established thereunder, and
pursuant to policies adopted by the Subadviser and approved by the Board of
Directors of the Fund. The Subadviser may make amendments to the Subadviser’s
aggregation policy and effect transactions for the Portfolio pursuant to such
revised policy, provided that such amendments comply with applicable law, and
further provided that the Subadviser promptly communicates to the Fund the
substance of any material amendments to the policy. The Board of Directors
of
the Fund shall have the opportunity to approve and ratify any such material
amendments at the next regularly scheduled meeting or by consent.
The
Subadviser may perform its Services through any employee, partner, officer
or
agent of Subadviser and the Investment Manager and the Fund shall not be
entitled to the advice, recommendation or judgment of any specific person.
Subadviser makes no representation or warranty, express or implied, that any
level of performance or investment results will be achieved by the Value
Portfolio or that such Portfolio will perform comparably with any standard
or
index, including other clients of Subadviser, whether public or
private.
G. The
Subadviser will maintain all accounts, books and records with respect to the
Portfolio as are required by subparagraphs (b)(5), (6), (7), (9), (10), and
(11), and paragraph (f) of Rule 31a-1 under the Investment Company Act of 1940.
The Investment Manager acknowledges that the Subadviser is not the Portfolio’s
accounting agent, and does not maintain the official books and records of the
Portfolio.
The
Subadviser will use records or information obtained under this Agreement only
for the purposes contemplated hereby, and will not disclose such records or
information in any manner other than expressly authorized by the Fund, or if
disclosure is expressly required by applicable federal or state regulatory
authorities or by this Agreement.
Neither
the Fund or the Investment Manager, nor their respective designees or agents,
shall use any material describing or identifying the Subadviser or its
affiliates without the prior consent of the Subadviser. Any material utilized
by
the Fund, the Investment Manager or their respective designees or agents which
contain information as to the Subadviser and/or its affiliates shall be
submitted to the Subadviser for approval prior to use, not less than five (5)
business days before such approval is requested.
The
Investment Manager has herewith furnished the Subadviser copies of the Fund’s
Prospectus, Statement of Additional Information, Articles of Incorporation
and
By-Laws as currently in effect and agrees during the continuance of the
Agreement to furnish the Subadviser copies of any amendments or supplements
thereto before or at the time the amendments or supplements become effective.
The Subadviser will be entitled to rely on all such documents furnished to
it by
the Investment Manager of the Fund.
(a) If
to the
Subadviser:
Massachusetts Financial Services Company
000
Xxxxxxxx Xxxxxx
Attn:
Xxxx Xxxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
(b) If
to the
Investment Manager:
Jefferson
Pilot Investment Advisory Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx X. Xxxxx
Facsimile
(000) 000-0000
14. Governing
Law. The
provisions of this Agreement shall be construed and interpreted in accordance
with the laws of the State of New Hampshire as at the time in effect and the
applicable provisions of the Investment Company Act of 1940 or other federal
laws and regulations which may be applicable. To the extent that the applicable
law of the State of New Hampshire or any of the provisions herein, conflict
with
the applicable provisions of the Investment Company Act of 1940 or other federal
laws and regulations which may be applicable, the latter shall
control.
16.
Consultation
with Subadvisers to other Fund Portfolios. As required by Rule 17a-10 under
the
Investment Company Act, the Subadviser will not consult with any other
Subadviser to (i) the Portfolio, (ii) any other Portfolio of the Fund or (iii)
any other investment company under common control with the Fund concerning
transactions of the Portfolio in securities or other assets. This restriction
shall not be deemed to prohibit the Subadviser from consulting with any of
its
affiliated persons concerning transactions in securities or other
assets.
JEFFERSON
PILOT INVESTMENT ADVISORY CORPORATION
ATTEST:_/s/
Xxxxx Moreshead____ BY:
_/s/ Xxxxx X.
Booth_____
TITLE:___Secretary_____________ TITLE:__President__________
MASSACHUSETTS
FINANCIAL SERVICES COMPANY
ATTEST:_/s/
Xxxxx Newton____ BY:
__/s/
Xxxxxx Manning______
TITLE:__Senior
Vice President__ TITLE:_President_____________
SCHEDULE
A
INVESTMENT
SUBADVISORY FEES
|
NAME
OF PORTFOLIO
|
ANNUAL
FEE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
|
|
Value
Portfolio
Massachusetts
Financial Services Company
|
.40%
of first $250 Million
.35%
of next $250 Million
.325%
over $500 Million
|