EXHIBIT A
INVESTMENT SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT, dated as of January 21, 1998, by and
between Diversified Investment Advisors, Inc., a Delaware corporation
("Diversified") and [Montag & Xxxxxxxx, Inc.] [Dresdner RCM Global Investors
LLC] ("Subadviser").
WITNESSETH:
WHEREAS, Diversified has been organized to operate as an investment
advisor registered under the Investment Advisers Act of 1940 and has been
retained to provide investment advisory services to the Equity Growth
Portfolio, a series of Diversified Investors Portfolios ("Portfolio"), a
diversified open-end management investment company registered under the
Investment Company Act of 1940 ("1940 Act"); and
WHEREAS, Diversified desires to retain the Subadviser to furnish it with
portfolio management services in connection with Diversified's investment
advisory activities on behalf of the Portfolio, and the Subadviser is willing
to furnish such services to Diversified;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Subadviser. In accordance with and subject to the
Investment Advisory Agreement between the Portfolio and Diversified, attached
hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints
the Subadviser to perform the portfolio management services described herein
for the investment and reinvestment of such amount of the Portfolio's assets as
is determined from time to time by the Portfolio's Board of Trustees, subject
to the control and direction of Diversified and the Portfolio's Board of
Trustees, for the period and on the terms hereinafter set forth.
The Subadviser shall provide Diversified with such investment advice and
supervision as the latter may from time to time consider necessary for the
proper supervision of the Portfolio's assets. The Subadviser shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held uninvested, subject always to the provisions of
the 1940 Act and to the Portfolio's then-current Prospectus and Statement of
Additional Information ("SAI"). The Subadviser will not supervise the
investment of cash. Cash in the Fund will be invested by Diversified who shall
be solely responsible for the investment of such cash.
In particular, the Subadviser shall: (i) continuously review, supervise
and administer the investment program of the Portfolio; (ii) monitor regularly
the relevant securities for the Portfolio to determine if adjustments are
warranted and, if so, to make such adjustments on a periodic basis; (iii)
determine, in the Subadviser's discretion, the securities to be purchased or
sold or exchanged in order to keep the Portfolio in balance with its designated
investment strategy; (iv) determine, in the Subadviser's discretion, whether to
exercise warrants or other rights with respect to the Portfolio's securities;
(v) determine, in the Subadviser's discretion, whether the merit of an
investment has been substantially impaired by extraordinary events or financial
conditions, thereby warranting the removal of such securities from the
Portfolio; (vi) as promptly as practicable after the end of each calendar
month, furnish a report showing: (a) all transactions during such month, (b)
all assets of the Portfolio on the last day of such month, rates of return, and
(c) such other information relating to the Portfolio as the Diversified may
reasonably request; (vii) meet at least four times per year with Diversified
and with such other persons as may be designated on reasonable notice and at
reasonable locations, at the request of Diversified, to discuss general
economic conditions, performance, investment strategy, and other matters
relating to the Portfolio; (viii) provide the Portfolio with records concerning
the Subadviser's activities which the Portfolio is required to by law maintain;
and (ix) render regular reports to the Portfolio's officers and Directors
concerning the Subadviser's discharge of the foregoing responsibilities.
The Subadviser shall also make recommendations as to the manner in which
voting rights, rights to consent to corporate action and any other rights
pertaining to the Portfolio's securities shall be exercised. Should the Board
of Trustees of the Portfolio at any time, however, make any definite
determination as to investment policy and notify the Subadviser thereof in
writing, the Subadviser shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination has been revoked.
The Subadviser shall take, on behalf of the Portfolio, all actions which
it deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
Portfolio securities for the Portfolio's account with brokers or dealers
selected by it, and to that end the Subadviser is authorized as the agent of
the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of the Portfolio.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Subadviser is directed to seek for the Portfolio, in its best
judgment, prompt execution in an effective manner at the most favorable price.
Subject to this requirement of seeking the most favorable price, securities may
be bought from or sold to broker-dealers who have furnished statistical,
research and other information or services to the Subadviser or the Portfolio,
subject to any applicable laws, rules and regulations.
2. Allocation of Charges and Expenses. The Subadviser shall furnish at
its own expense all necessary services, facilities and personnel in connection
with its responsibilities under Section 1 above. It is understood that the
Portfolio will pay all of its own expenses including, without limitation,
compensation and out-of-pocket expenses of Trustees not affiliated with the
Subadviser or Diversified; governmental fees; interest charges; taxes;
membership dues; fees and expenses of independent auditors, of legal counsel
and of any transfer agent, administrator, distributor, shareholder servicing
agents, registrar or dividend disbursing agent of the Portfolio; expenses of
distributing and redeeming shares and servicing shareholder accounts; expenses
of preparing, printing and mailing prospectuses, shareholder reports, notices,
proxy statements and reports to governmental officers and commissions and to
shareholders of the Portfolio; expenses connected with the execution, recording
and settlement of Portfolio security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Portfolio, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the
Portfolio; expenses of shareholder meetings; expenses of litigation and other
extraordinary or non-recurring events and expenses relating to the issuance,
registration and qualification of shares of the Portfolio.
3. Compensation of the Subadviser. For the services to be rendered,
Diversified shall pay to the Subadviser an investment advisory fee computed in
accordance with the terms of Schedule B herewith attached. If the Subadviser
serves for less than the whole of any period specified, its compensation shall
be prorated.
4. Covenants and Representations of the Subadviser. The Subadviser agrees
that it will not deal with itself, or with the Trustees of the Portfolio or
with Diversified, or the principal underwriter or distributor as principals in
making purchases or sales of securities or other property for the account of
the Portfolio, except as permitted by the 1940 Act, will not take a long or
short position in the shares of the Portfolio except as permitted by the
Portfolio's Articles, and will comply with all other applicable provisions of
the Portfolio's Articles and By-Laws and any current Prospectus of the
Portfolio.
5. Limits on Duties. The Subadviser shall be responsible only for
managing the assets in good faith and in accordance with the investment
guidelines, and shall have no responsibility whatsoever for, and shall incur no
liability on account of (i) diversification or selection of such investment
guidelines, (ii) advice on, or management of, any other assets for Diversified,
(iii) filing of any tax or information returns or forms, withholding or paying
any taxes, or seeking any exemption or refund, (iv) registration with any
government or agency, or (v) administration of the plans and trusts investing
through the Portfolio, and shall be indemnified by Diversified for any loss in
carrying out the terms and provisions of this Agreement, including reasonable
attorney's fees, indemnification to brokers and commission merchants, fines,
taxes, penalties and interest. Subadviser, however, shall be liable for any
liability, damages, or expenses of Diversified arising out of the negligence,
malfeasance or violation of applicable law by it or any of its employees in
providing management under this Agreement; and, in such cases, the
indemnification by Diversified, referred to above shall be inapplicable.
The Subadviser may apply to Diversified at any time for instructions and
may consult counsel for Diversified or its own counsel with respect to any
matter arising in connection with the duties of the Subadviser. Also, the
Subadviser shall be protected in acting upon any document which it reasonably
believes to be genuine and to have been signed by the proper person or persons.
6. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and, unless
terminated earlier as provided below, shall remain in force for two years, on
which date it will terminate unless its continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of the Trustees of the
Portfolio who are not "interested persons" to this Agreement or of the
Subadviser or Diversified at a meeting specifically called for the purpose of
voting on such approval, and (b) by the Board of Trustees of the Portfolio or
by vote of a majority of the outstanding voting securities of the Portfolio.
However, if the shareholders of the Portfolio fail to approve the Agreement as
provided herein, the Subadviser may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act and Rules thereunder.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the vote of a majority of the outstanding voting
securities of the Portfolio, or by Diversified. The Subadviser may terminate
the Agreement only upon giving 90 days' advance written notice to Diversified.
This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be amended only if such amendment is approved by the
vote of a majority of the outstanding voting securities of the Portfolio and by
vote of a majority of the Board of Trustees of the Portfolio who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
The terms "specifically approved at least annually", "vote of a majority
of the outstanding voting securities", "assignment", "affiliated person", and
"interested persons", when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
7. Certain Records. Any records to be maintained and preserved pursuant
to the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which
are prepared or maintained by the Subadviser on behalf of the Portfolio are the
property of the Portfolio and will be surrendered promptly to the Portfolio on
request.
8. Survival of Compensation Rates. All rights to compensation under this
Agreement shall survive the termination of this Agreement.
9. Entire Agreement. This Agreement states the entire agreement of the
parties with respect to management of the Portfolio and may not be amended
except in a writing signed by the parties.
10. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
11. Change of Management and Pending Litigation. Subadviser represents to
Diversified that it will disclose to Diversified as soon as it has knowledge of
any significant change or variation in its management structure or personnel or
any significant change or variation in its management style or investment
philosophy. In addition, Subadviser represents to Diversified that it will
similarly disclose to Diversified, as soon as it has knowledge, the existence
of any pending or threatened significant legal action being brought against it
whether in the form of a lawsuit or an investigation by any federal or state
governmental agency.
Diversified represents to Subadviser that any information received by
Diversified pursuant to this section will be kept strictly confidential.
12. Use of Name. Subadviser hereby agrees that Diversified
may use the Subadviser's name in its marketing or advertising
materials. Diversified agrees to allow the Subadviser to examine
and approve any such materials prior to use.
IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
Diversified Investment Advisors, Inc.
By: /s/ Xxxx X. Xxxxxx
[Montag & Xxxxxxxx, Inc.]
[Dresdner RCM Global Investors LLC]
By:________________________________
SCHEDULE A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of January 3, 1994 by and between the Equity Growth
Portfolio, a series of Diversified Investors Portfolios (herein called the
"Portfolio"), and Diversified Investment Advisors, Inc. a Delaware corporation
(herein called
"Diversified").
WHEREAS, the Portfolio is registered as a diversified, open-end,
management investment company under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, Diversified has been organized to operate as an investment
advisor registered under the Investment Advisers Act of 1940; and
WHEREAS, the Portfolio desires to retain Diversified to render investment
advisory services, and Diversified is willing to so render such services on the
terms hereinafter set forth;
NOW, THEREFORE, this Agreement
WITNESSETH:
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. The Portfolio hereby appoints Diversified to act as investment advisor
to the Portfolio for the period and on the terms set forth in this Agreement.
Diversified accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.
2. (a) Diversified shall, at its expense, (i) employ sub-advisors or
associate with itself such entities as it believes appropriate to assist it in
performing its obligations under this Agreement and (ii) provide all services,
equipment and facilities necessary to perform its obligations under this
Agreement.
(b) The Portfolio shall be responsible for all of its expenses and
liabilities, including, but not limited to: compensation and out-of-pocket
expenses of Trustees not affiliated with any subadviser or Diversified;
governmental fees; interest charges; taxes; membership dues; fees and expenses
of independent auditors, of legal counsel and of any transfer agent,
administrator, distributor, shareholder servicing agents, registrar or dividend
disbursing agent of the Portfolio; expenses of distributing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions and to shareholders of the
Portfolio; expenses connected with the execution, recording and settlement of
Portfolio security transactions; insurance premiums; fees and expenses of the
custodian for all services to the Portfolio, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of shares of the Portfolio; expenses of shareholder
meetings; expenses of litigation and other extraordinary or non-recurring
events and expenses relating to the issuance, registration and qualification of
shares of the Portfolio.
3. (a) Subject to the general supervision of the Board of Trustees of the
Portfolio, Diversified shall formulate and provide an appropriate investment
program on a continuous basis in connection with the management of the
Portfolio, including research, analysis, advice, statistical and economic data
and information and judgments of both a macroeconomic and microeconomic
character.
Diversified will determine the securities to be purchased, sold, lent,
exchanged or otherwise disposed of or acquired by the Portfolio in accordance
with predetermined guidelines as set forth from time to time in the Portfolio's
then-current prospectus and Statement of Additional Information ("SAI") and
will place orders pursuant to its determinations either directly with the
issuer or with any broker or dealer who deals in such securities. In placing
orders with brokers and dealers, Diversified will use its reasonable best
efforts to obtain the best net price and the most favorable execution of its
orders, after taking into account all factors it deems relevant, including the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific transaction and
on a continuing basis. Consistent with this obligation, Diversified may, to the
extent permitted by law, purchase and sell Portfolio securities to and from
brokers and dealers who provide brokerage and research services (within the
meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the
benefit of the Portfolio and/or other accounts over which Diversified or any of
its affiliates exercises investment discretion.
Subject to the review of the Portfolio's Board of Trustees from time to
time with respect to the extent and continuation of the policy, Diversified is
authorized to pay to a broker or dealer who provides such brokerage and
research services a commission for effecting a securities transaction for the
Portfolio which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Diversified
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of Diversified with respect to the accounts as to which it
exercises investment discretion.
In placing orders with brokers and/or dealers, Diversified intends to
seek best price and execution for purchases and sales and may effect
transactions through itself and its affiliates on a securities exchange
provided that the commissions paid by the Portfolio are "reasonable and fair"
compared to commissions received by other broker-dealers having comparable
execution capability in connection with comparable transactions involving
similar securities and provided that the transactions in connection with which
such commissions are paid are effected pursuant to procedures established by
the Board of the Trustees of the Portfolio. All transactions are effected
pursuant to written authorizations from the Portfolio conforming to the
requirements of Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder. Pursuant to such authorizations, an affiliated
broker-dealer may transmit, clear and settle transactions for the Portfolio
that are executed on a securities exchange provided that it arranges for
unaffiliated brokers to execute such transactions.
Diversified shall determine from time to time the manner in which voting
rights, rights to consent to corporate action and any other rights pertaining
to the Portfolio's securities shall be exercised, provided, however, that
should the Board of Trustees at any time make any definite determination as to
investment policy and notify Diversified thereof in writing, Diversified shall
be bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked.
Diversified will determine what portion of securities owned by the Portfolio
shall be invested in securities described by the policies of the Portfolio and
what portion, if any, should be held uninvested. Diversified will determine
whether and to what extent to employ various investment techniques available to
the Portfolio. In effecting transactions with respect to securities or other
property for the account of the Portfolio, Diversified may deal with itself and
its affiliates, with the Trustees of the Portfolio or with other entities to
the extent such actions are permitted by the 0000 Xxx.
(b) Diversified also shall provide to the Portfolio administrative
assistance in connection with the operation of the Portfolio, which shall
include compliance with all reasonable requests of the Portfolio for
information, including information required in connection with the Portfolio's
filings with the Securities and Exchange Commission and state securities
commissions.
(c) As a manager of the assets of the Portfolio, Diversified shall
make investments for the account of the Portfolio in accordance with
Diversified's best judgment and within the Portfolio's investment objectives,
guidelines, and restrictions, the 1940 Act and the provisions of the Internal
Revenue Code of 1986 relating to regulated investment companies subject to
policy decisions adopted by the Board of Trustees.
(d) Diversified shall furnish to the Board of Trustees periodic
reports on the investment performance of the Portfolio and on the performance
of its obligations under this Agreement and shall supply such additional
reports and information as the Portfolio's officers or Board of Trustees shall
reasonably request.
(e) On occasions when Diversified deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
customers, Diversified, to the extent permitted by applicable law, may
aggregate the securities to be so sold or purchased in order to obtain the best
execution or lower brokerage commissions, if any. Diversified may also on
occasion purchase or sell a particular security for one or more customers in
different amounts. On either occasion, and to the extent permitted by
applicable law and regulations, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by
Diversified in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to such other customers.
(f) Diversified shall also provide the Portfolio with the following
services as may be required:
(i) providing office space, equipment and clerical personnel
necessary for maintaining the organization of the Portfolio and
for performing administrative and management functions;
(ii) supervising the overall administration of the Portfolio,
including negotiation of contracts and fees with and the
monitoring of performance and xxxxxxxx of the Portfolio's
transfer agent, custodian and other independent contractors or
agents;
(iii) preparing and, if applicable, filing all documents required for
compliance by the Portfolio with applicable laws and
regulations, including registration statements, registration fee
filings, semi-annual and annual reports to investors, proxy
statements and tax returns;
(iv) preparation of agendas and supporting documents for and minutes
of meeting of Trustees, committees of Trustees and investors;
and
(v) maintaining books and records of the Portfolio.
4. Diversified shall give the Portfolio the benefit of Diversified's best
judgment and efforts in rendering services under this Agreement. As an
inducement to Diversified's undertaking to render these services, the Portfolio
agrees that Diversified shall not be liable under this Agreement for any
mistake in judgment or in any other event whatsoever provided that nothing in
this Agreement shall be deemed to protect or purport to protect Diversified
against any liability to the Portfolio or its investors to which Diversified
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Agreement or
by reason of the Adviser's reckless disregard of its obligations and duties
hereunder.
5. In consideration of the services to be rendered by Diversified under
this Agreement, the Portfolio shall pay Diversified a fee accrued daily and
paid monthly at an annual rate equal to .70% of the Portfolio's average daily
net assets. If the fees payable to Diversified pursuant to this paragraph 5
begin to accrue before the end of any month or if this Agreement terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination,
as the case may be, shall be prorated according to the proportion which the
period bears to the full month in which the effectiveness or termination
occurs. For purposes of calculating the monthly fees, the value of the net
assets of the Portfolio shall be computed in the manner specified in its
Regulation Statement on Form N-1A for the computation of net asset value. For
purposes of this Agreement, a "business day" is any day the New York Stock
Exchange is open for trading.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Diversified hereby agrees that all records which it maintains for the Portfolio
are property of the Portfolio and further agrees to surrender promptly to the
Portfolio any such records upon the Portfolio's request. Diversified further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records required to be maintained by Rule 31a-1 under the 1940 Act.
6. This Agreement shall be effective as to the Portfolio as of the date
the Portfolio commences investment operations after this Agreement shall have
been approved by the Board of Trustees of the Portfolio and the investor(s) in
the Portfolio in the manner contemplated by Section 15 of the 1940 Act and,
unless sooner terminated as provided herein, shall continue until the second
anniversary of the date hereof. Thereafter, if not terminated, this Agreement
shall continue in effect as to the Portfolio for successive periods of 12
months each, provided such continuance is specifically approved at least
annually by the vote of a majority of those members of the Board of Trustees of
the Portfolio who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval; and either (a) by the vote of a majority of the full Board of
Trustees or (b) by vote of a majority of the outstanding voting securities of
the Portfolio; provided, however, that this Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by the Board of
Trustees of the Portfolio or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to Diversified, or by
Diversified as to the Portfolio at any time, without payment of any penalty, on
90 days' written notice to the Portfolio. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities", "interested person" and
"assignment" shall have the same meanings as such terms have in the 1940 Act
and the rule and regulatory constructions thereunder).
7. Except to the extent necessary to perform Diversified's obligations
under this Agreement, nothing herein shall be deemed to limit or restrict the
right of Diversified, or any affiliate of Diversified, or any employee of
Diversified, to engage in any other business or devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.
8. The investment management services of Diversified to the Portfolio
under this Agreement are not to be deemed exclusive as to Diversified and
Diversified will be free to render similar services to others.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought and no material amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Portfolio.
This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
Should any part of this Agreement be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors, to the extent
permitted by law.
9. This Agreement shall be construed in accordance with the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the requirements of 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
Attest: Diversified Investments Portfolios
/s/ Xxxx Xxxxxx By:/s/ Xxx Xxxxxxxxxxx
--------------------- ---------------------------------
Chairman and President
Attest: Diversified Investment Advisors, Inc.
/s/ Xxxxxxxxx X. Xxxx By:/s/ Xxxxxx X. Xxxx
--------------------- ---------------------------------
Vice President and CFO
AMENDMENT NO. 1 TO THE
INVESTMENT ADVISORY AGREEMENT DATED JANUARY 3, 1994
BETWEEN
EQUITY GROWTH PORTFOLIO, A SERIES OF
DIVERSIFIED INVESTORS PORTFOLIOS, AND DIVERSIFIED
INVESTMENT
ADVISORS, INC.
WHEREAS, the Equity Growth Portfolio, a series of Diversified Investors
Portfolios ("Portfolio"), and Diversified Investment Advisors, Inc.
("Diversified") entered into an Investment Advisory Agreement ("Agreement") as
of January 3, 1994 whereby Diversified would render investment advisory
services to the Portfolio; and
WHEREAS, Section 8 of the Agreement provides for its amendment by the
Portfolio and Diversified provided that any material amendment must be approved
by a majority vote of the outstanding securities of the Portfolio; and
WHEREAS, the Portfolio and Diversified wish to amend the Agreement with
respect to the applicable fee schedule; now
NOW, THEREFORE, subject to obtaining the required majority vote of the
outstanding securities of the Portfolio, the Agreement is amended as follows,
such amendment to be effective as of November 15, 1996.
The first sentence of Section 5 of the Agreement is amended in its
entirety to read as follows:
In consideration of the services to be rendered by Diversified under this
Agreement, the Portfolio shall pay Diversified a fee accrued daily and
paid monthly at an annual rate equal to .62% of the Portfolio's average
daily net assets.
This Amendment No. 1 to the Agreement shall be construed in accordance
with the laws of the State of New York provided that nothing herein shall be
construed in a manner inconsistent with the requirements of the Investment
Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed by their officers designated below.
Attest: Diversified Investors Portfolios
_________________________ By:/s/ Xxx Xxxxxxxxxxx
----------------------------------
Xxx Xxxxxxxxxxx
Chairman and President
Attest: Diversified Investment Advisors, Inc.
________________________ By:_________________________________
SCHEDULE B
The Subadviser shall be compensated for its services under this Agreement on
the basis of the below-described annual fee schedule. The fee schedule shall
only be amended by agreement between the parties.
FEE SCHEDULE
.50% of the aggregate net assets of the Portfolio allocated to the
Subadviser applied to the first $50 million dollars
.25% of the aggregate net assets of the Portfolio allocated to the
Subadviser applied to the next $50 million dollars
.20% of the aggregate net assets of the Portfolio applied allocated to the
Subadviser applied thereafter
Aggregate net assets are equal to the total market value of the Portfolio. Fees
will be calculated by multiplying the arithmetic average of the beginning and
ending monthly net assets in the Portfolio by the fee schedule and dividing by
twelve. The fee will be paid quarterly.
Subadviser further agrees that if at anytime during the term of this
Subadvisory Agreement Subadviser offers another of its clients a lower fee than
that set forth in this Schedule B for the management of a similarly structured
Equity Growth Portfolio/Fund then Diversified will also be charged the lower
rate. Diversified will benefit from the lower rate from the first day that it
is in effect for Subadviser's other client. It is understood and agreed by both
Subadviser and Diversified that this paragraph is applicable solely to
Diversified's Equity Growth Portfolio and not to any other fund/assets which
Subadviser now manages or may manage in the future on Diversified's behalf.
EXHIBIT B
OTHER FUNDS TO WHICH MONTAG ACTS AS INVESTMENT ADVISER:
FUND NAME NET ASSETS AS ANNUAL RATE OF FEE WAIVERS OR
OF DECEMBER COMPENSATION REDUCTIONS
31, 1997
Montag & $851,974,216 0.80% of net None
Xxxxxxxx assets (1)
Growth Fund
Enterprise $651,806,982 0.30% on first None
Growth Portfolio $100 million of
net assets,
0.25% on next
$100 million of
net assets and
0.20% on
average in
excess of
$200 million
Style Select $8,655,840 0.48% of None
Large Cap average daily
Growth Portfolio net assets
allocated to
Montag
(1) As of December 31, 1997.
EXHIBIT C
OTHER FUNDS TO WHICH DRESDNER RCM ACTS AS INVESTMENT ADVISER:
FUND NAME NET ASSETS AS ANNUAL RATE OF FEE WAIVERS OR
OF DECEMBER COMPENSATION REDUCTIONS
31, 1997
Dresdner RCM $960,825,038 0.75% of None
Growth Equity average daily
Fund net assets
Dresdner RCM $661,410,636 1.0% of None
Small Cap Fund average daily
net assets
Dresdner RCM $ 98,442,929 0.75% of (1)
International average daily
Growth Equity net assets
Fund A
Xxxxxxxxx $158,894,821(2) 0.70% on first None
Capital $10 million of
Corporation average annual
net assets,
declining in
increments to
0.25% on
average in
excess of $100
million
Dresdner RCM $ 6,950,334 1.0% of average (3)
Global daily net assets
Technology
Fund
Dresdner RCM $ 4,455,582 1.0% of average (3)
Global Small daily net assets
Cap Fund
Dresdner RCM $ 4,670,936 1.0% of average (4)
Global Health daily net assets
Care Fund
Dresdner RCM $ 5,025,234 0.70% of (5)
Large Cap average daily
Growth Fund net assets
Dresdner RCM $ 3,000,236 1.0% of average (5)
Biotechnology daily net assets
Fund
Dresdner RCM $ 2,995,754 1.0% of average (5)
Emerging daily net assets
Market Fund
(1) Dresdner RCM has voluntarily undertaken to pay Dresdner RCM International
Growth Equity Fund A the amount, if any, by which certain ordinary operating
expenses of such fund exceed 1% of the average daily net assets of the fund on
an annual basis. Dresdner RCM may terminate this undertaking at any time, on at
least 30 days' advance notice, in its sole discretion.
(2) Dresdner RCM is a subadviser to the Xxxxxxxxx Capital Corporation and
managed $96,055,092 of Xxxxxxxxx Capital Corporation's $158,894,821 net assets,
as of December 31, 1997.
(3) Dresdner RCM has voluntarily undertaken, until at least December 31, 1997,
to pay the Dresdner RCM Global Technology Fund and the Global Small Cap Fund on
a quarterly basis the amount, if any, by which certain ordinary operating
expenses of each such fund exceed the annual rate of 1.75% of the respective
average daily net assets of each fund.
(4) Dresdner RCM has voluntarily undertaken, until at least December 31, 1997,
to pay the Dresdner RCM Large Cap Growth Fund on a quarterly basis the amount,
if any, by which certain ordinary operating expenses of such fund exceed the
annual rate of 0.95% of the average daily net assets of the fund.
(5) Dresdner RCM has voluntarily undertaken, until at least December 31, 1997,
to pay the Dresdner RCM Global Health Care Fund, Dresdner RCM Biotechnology
Fund and Dresdner RCM Emerging Markets Fund on a quarterly basis the amount, if
any, by which certain ordinary operating expenses of each such fund exceed the
annual rate of 1.50% of the average daily net assets of the fund.
