EXHIBIT (i)(1)
SERVICE AGREEMENT
SERVICE AGREEMENT
BETWEEN
THE PHOENIX EDGE SERIES FUND
AND
PHOENIX LIFE INSURANCE COMPANY
AND
PHL VARIABLE INSURANCE COMPANY
AND
PHOENIX LIFE AND ANNUITY COMPANY
TABLE OF CONTENTS
Page
----
ARTICLE 1 - TERMS OF APPOINTMENT; DUTIES OF INSURANCE COMPANY........... 4
ARTICLE 2 - ADMINISTRATIVE SERVICE FEE.................................. 5
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF INSURANCE COMPANY......... 5
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE FUND.................. 6
ARTICLE 5 - DATA ACCESS AND PROPRIETARY INFORMATION..................... 6
ARTICLE 6 - INDEMNIFICATION............................................. 8
ARTICLE 7 - STANDARD OF CARE............................................ 9
ARTICLE 8 - COVENANTS................................................... 9
ARTICLE 9 - EFFECTIVE DATE; TERMINATION DATE........................... 10
ARTICLE 10 - ASSIGNMENT................................................. 10
ARTICLE 11 - AMENDMENT...................................................11
ARTICLE 12 - CONNECTICUT LAW TO APPLY................................... 11
ARTICLE 13 - FORCE MAJEURE.............................................. 11
ARTICLE 14 - CONSEQUENTIAL DAMAGES...................................... 11
ARTICLE 15 - ENTIRE AGREEMENT; MERGER OF AGREEMENT.......................11
ARTICLE 16 - LIMITATIONS OF LIABILITY OF THE TRUSTEES
AND SHAREHOLDERS........................................... 11
ARTICLE 17 - COUNTERPARTS............................................... 12
ARTICLE 18 - MISCELLANEOUS.............................................. 12
SERVICE AGREEMENT
-----------------
AGREEMENT made as of the 1st day of January, 2003, by and among THE
PHOENIX EDGE SERIES FUND, a Massachusetts business trust having a principal
place of business located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx
(hereinafter referred to as the "Fund"), and PHOENIX LIFE INSURANCE COMPANY, an
insurance company domiciled in the State of New York and having a place of
business located at One American Row, Hartford, Connecticut (hereinafter
referred to as "PLIC"); PHL VARIABLE INSURANCE COMPANY, an insurance company
domiciled in the State of Connecticut and having a place of business located at
One American Row, Hartford, Connecticut (hereinafter referred to as "PHLVIC");
and PHOENIX LIFE AND ANNUITY COMPANY, an insurance company domiciled in the
State of Connecticut and having a place of business located at One American Row,
Hartford, Connecticut (hereinafter referred to as "PLAC") (for the purposes
hereof, the immediately preceding insurance companies shall hereinafter be
collectively referred to as the "Insurance Company").
W I T N E S S E T H:
WHEREAS, the Insurance Company issues variable annuity contracts and
variable life insurance policies;
WHEREAS, the separate accounts of the Insurance Company that underlie
said variable annuity contracts and variable life insurance policies invest in
shares of the Fund;
WHEREAS, the Insurance Company is presently providing certain
transfer-agent and investor-servicing functions for the Fund at no cost to the
Fund but has now determined that it will begin assessing fees for the transfer
agent and investor servicing functions that it currently provides to the Fund;
WHEREAS, the Board of Trustees of the Fund has reviewed comparable fees
charged by other providers of similar transfer agent and investor services and
has determined that the proposed fee to be charged by the Insurance Company is
reasonable and in line with standard industry practice;
WHEREAS, the Board of Trustees of the Fund has also considered that the
services described below will be provided at cost to the Fund by the Insurance
Company;
WHEREAS, the Board of Trustees of the Fund has determined that it is in
the best interest of the Fund, its shareholders and the variable annuity
contract and variable life policyholders to appoint the Variable Products
Operations unit of PLIC, on behalf of each Insurance Company, to provide the
services described below solely with respect to shares of the Fund that are
available to shareholders who own variable annuity contracts or variable life
insurance policies now or hereafter issued by the Insurance Company; and
WHEREAS, the parties wish to set forth herein their mutual
understandings and agreements.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency whereof being hereby acknowledged and affirmed, the parties hereto
agree as follows:
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF INSURANCE COMPANY
-------------------------------------------------
1.01 Subject to the terms and conditions set forth in this
Agreement, the Insurance Company agrees to provide the services described herein
with respect to the authorized and issued shares of beneficial interest of the
Fund (hereinafter collectively and singularly referred to as "Shares"), as owned
by one or more separate accounts now or hereafter established by the Insurance
Company for the benefit of purchasers of variable annuities and/or variable life
insurance contracts ("Shareholders") and as set out in the currently effective
registration statement of the Fund (the prospectus and statement of additional
information portions of such registration statement being referred to
collectively as the "Prospectus").
1.02 Insurance Company agrees that it will perform the following
services pursuant to this Agreement:
(a) In accordance with procedures established from time to time by
agreement between the Fund and Insurance Company, Insurance Company shall:
i) Receive and respond to Shareholder inquiries, support
value, transfer and redemption requests, and receive
and request subsequent deposits, upon receipt of
appropriate instructions;
ii) Pursuant to transfer, redemption, and subsequent
deposit requests, process the appropriate
transactions in the appropriate accounts for
settlement with the funds and regarding redemptions,
pay over or cause to be paid over in the appropriate
manner such monies as instructed by the redeeming
parties;
iii) Maintain records of account for and advise the Fund
and the Shareholders, as appropriate, as to the
foregoing; and
iv) Record the issuance of Shares and maintain,
pursuant to Rule 17Ad-10(e) under the Exchange Act of
1934, a record of the total number of Shares which are
authorized, issued and outstanding based upon data
provided to it by the Fund. The Insurance Company
shall also provide on a regular basis to the Fund the
total number of Shares that are authorized, issued and
outstanding. However, the Insurance Company shall have
no obligation, when recording the issuance of Shares,
to monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale
of such Shares, which functions shall be the sole
responsibility of the Fund.
(b) In addition to, and not in lieu of, the services set forth in
the above paragraph (a), Insurance Company shall: (i) maintain all Shareholder
accounts, prepare Shareholder meeting lists, compute withholding taxes on U.S.
resident and non-resident alien accounts, prepare and file U.S. Treasury
Department Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all Shareholders, prepare
and mail confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, prepare and mail activity statements for Shareholders, and
provide other Shareholder account information; and (ii) provide a system which
will enable the Fund to monitor the total number of Shares sold in each State.
(c) Procedures as to who shall provide certain of the services in
Article 1 may be established from time to time by agreement between the Fund and
Insurance Company per the attached Schedule A, if
any. The Insurance Company may at times perform only a portion of these services
and the Fund or its agent may perform these services on behalf of the Fund.
ARTICLE 2 ADMINISTRATIVE SERVICE FEE
--------------------------
2.01 In consideration of the services provided by the Insurance Company
pursuant to this Agreement, the Fund agrees to pay Insurance Company an annual
Administrative Service Fee as set forth in Schedule A attached hereto and made a
part hereof. Nothing herein shall preclude the assignment of all or any portion
of the foregoing Administrative Service Fee to any sub-agent contracted by
Insurance Company.
2.02 The Fund agrees to pay all fees and reimbursable expenses within
five days following the mailing of the respective billing notice. The above fees
will be charged against each Fund's custodian checking account five (5) days
after the invoice is transmitted to the Fund.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF INSURANCE COMPANY
---------------------------------------------------
The Insurance Company represents and warrants to the Fund that:
3.01 Each entity is an insurance company organized and existing and
in good standing under the laws of their respective states of domicile.
3.02 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.03 All requisite corporate proceedings have been undertaken to
authorize it to enter into and perform this Agreement.
3.04 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.05 It is exempt from registration as a transfer agent company
pursuant to Section 3(a)(25) of the Securities Exchange Act of 1934.
3.06 To the best of the Insurance Company's knowledge and belief,
the Insurance Company has provided pertinent information relating to the cost of
the services provided hereunder and has concluded, based on such information,
that the fees hereunder are not in excess of the actual costs incurred by the
Insurance Company in providing such services as of the date hereof and any event
are not disproportionate or excessive in terms of the fees that the Fund would
otherwise be obligated to pay to third parties for such services.
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF FUND
--------------------------------------
The Fund represents and warrants to Insurance Company that:
4.01 All trust proceedings required to enter into and perform this
Agreement have been undertaken and are in full force and effect.
4.02 The Fund is an open-end, diversified management investment
company registered under the Investment Company Act of 1940.
4.03 A registration statement under the Securities Act of 1933 is
currently effective for the Fund that is offering its securities for sale and
such registration statement will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with respect
to all Shares being offered for sale.
ARTICLE 5 DATA ACCESS AND PROPRIETARY INFORMATION
---------------------------------------
5.01 The Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Insurance Company as part of the Fund's
ability to access certain Fund-related data ("Customer Data") maintained by the
Insurance Company on data bases under the control and ownership of the Insurance
Company or other third party ("Data Access Services") constitute copyrighted,
trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Insurance Company or other third
parties. In no event shall Proprietary Information be deemed Customer Data. The
Fund agrees to treat all Proprietary Information as proprietary to the Insurance
Company and further agrees that it shall not divulge any Proprietary Information
to any person or organization except as may be provided hereunder. Without
limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) To access Customer Data solely from locations as may be
designated in writing by the Insurance Company and solely in
accordance with the Insurance Company's applicable user
documentation;
(b) To refrain from copying or duplicating in any way the
Proprietary Information;
(c) To refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform the Insurance Company in a
timely manner of such fact and dispose of such information in
accordance with the Insurance Company's instructions;
(d) To refrain from causing or allowing third-party data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Insurance Company;
(e) That the Fund shall have access only to those authorized
transactions agreed upon by the parties; and
(f) To honor all reasonable written requests made by the Insurance
Company to protect, at the Insurance Company's expense, the
rights of the Insurance Company in Proprietary Information at
common law, under federal copyright law and under other
federal or state law.
Each party shall make reasonable efforts to advise its employees of
their obligations pursuant to this Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Insurance Company that any of the
Data Access Services do not operate in material compliance with the most
recently issued user documentation for such services, the Insurance Company
shall endeavor in a timely manner to correct such failure. Organizations from
which the Insurance Company may obtain certain data included in the Data Access
Services are solely responsible for the contents of such data and the Fund
agrees to make no claim against the Insurance Company arising out of the
contents of such third-party data, including, but not limited to, the accuracy
thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS
AVAILABLE, BASIS. THE INSURANCE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability
to originate electronic instructions to the Insurance Company in order to (i)
effect the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Insurance Company shall
be entitled to rely on the validity and authenticity of such instruction without
undertaking any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Insurance Company from
time to time.
ARTICLE 6 INDEMNIFICATION
---------------
6.01 The Insurance Company shall not be responsible for, and the
Fund shall indemnify and hold Insurance Company harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of Insurance Company or its agent or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct;
(b) The negligence, willful misconduct, or lack of good faith by
the Fund which arise out of the breach of any representation or warranty of the
Fund hereunder;
(c) The reliance on or use by the Insurance Company or its agents
or subcontractors of information, records and documents which (i) are received
by Insurance Company or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Fund or any other person or firm on
behalf of the Fund including but not limited to any previous Insurance Company
or registrar.
(d) The reliance on, or the carrying out by Insurance Company or
its agents or subcontractors of any instructions or requests of the Fund; and
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
6.02 Insurance Company shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to any action or
failure or omission to act by Insurance Company, or any sub-agent, as a result
of Insurance Company's, or such sub-agent's negligence, willful misconduct, or
lack of good faith.
6.03 At any time the Insurance Company may apply to any officer of
the Fund for instructions, and may consult with legal counsel with respect to
any matter arising in connection with the services to be performed by Insurance
Company under this Agreement, and Insurance Company and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Insurance Company, its agents and subcontractors
shall be protected and indemnified in acting upon any paper or document
furnished by or on behalf of the Fund, reasonably believed to be genuine and to
have been signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided to the Insurance Company or its
agents or subcontractors by machine-readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund.
6.04 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
6.05 Insurance Company hereby expressly acknowledges that recourse
against the Fund, if any, shall be subject to those limitations provided by
governing law and the Declaration of Trust of the Fund, as applicable, and
agrees that obligations assumed by the Fund hereunder shall be limited in all
cases to the Fund and its respective assets. Insurance Company shall not seek
satisfaction of any such obligation from the Shareholders or any Shareholder of
the Fund, nor shall the Insurance Company seek satisfaction of any obligations
from the Trustees/Directors or any individual Trustee/Director of the Fund.
ARTICLE 7 STANDARD OF CARE
----------------
7.01 The Insurance Company shall at all times act in good faith and
agrees to use its best efforts within reasonable limits to insure the accuracy
of all services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct of that of its
employees.
ARTICLE 8 COVENANTS
---------
8.01 The Fund shall promptly furnish to Insurance Company the
following:
(a) A certified copy of the resolution of its Trustees authorizing
the appointment of Insurance Company and the execution and delivery of this
Agreement; and
(b) A copy of the Declaration of Trust and all amendments thereto
of the Fund.
8.02 The Insurance Company hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
facsimile signature imprinting devices, if any; and for the preparation or use,
and for keeping account of, such certificates, forms and devices.
8.03 The Insurance Company shall keep records relating to the
services to be performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, Insurance Company agrees that all
such records prepared or maintained by Insurance Company relating to the
services to be performed by Insurance Company hereunder are the property of the
Fund and will be preserved, maintained and made available in accordance with
such Section and Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
8.04 The parties agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.
8.05 In case of any requests or demands for the inspection of the
Shareholder records, Insurance Company will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. Insurance Company reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
ARTICLE 9 TERMINATION DATE; EFFECTIVE DATE
--------------------------------
9.01 This Agreement shall become effective on the date set forth on
the first page of this Agreement. Unless terminated as hereinafter provided,
this Agreement shall remain in full force and effect until November 30, 2003,
and thereafter only so long as its continuance has been specifically approved at
least annually by the Trustees of the Fund in accordance with Section 15(a) of
the Investment Company Act of 1940, and by the majority vote of the
disinterested Trustees in accordance with the requirements of Section 15(c)
thereof.
9.02 Notwithstanding the foregoing, this Agreement shall terminate
upon the earlier of the date one hundred twenty (120) days after written notice
is sent from one party to the other requesting termination of this Agreement or
the date upon which any law, regulation or interpretation thereof is rendered
that would have the effect of interpreting this Agreement as a joint enterprise,
joint arrangement or profit-sharing plan under governing law or otherwise
requiring the Insurance Company to obtain any approvals or registrations not
otherwise contemplated hereunder.
ARTICLE 10 ASSIGNMENT
----------
10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by any party
without the written consent of the other parties.
10.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
10.03 The Insurance Company may, without further consent on the part
of the Fund, subcontract for the performance hereof with one or more sub-agents;
provided, however, that Insurance Company shall be as fully responsible to the
Fund for the acts and omissions of any subcontractor as it is for its own acts
and omissions.
ARTICLE 11 AMENDMENT
---------
11.01 This Agreement may be amended or modified by a written
agreement executed by the parties and authorized or approved by a resolution of
the Trustees/Directors of the Fund.
ARTICLE 12 CONNECTICUT LAW TO APPLY
------------------------
12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Connecticut.
ARTICLE 13 FORCE MAJEURE
-------------
13.01 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
ARTICLE 14 CONSEQUENTIAL DAMAGES
---------------------
14.01 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
ARTICLE 15 ENTIRE AGREEMENT; MERGER OF AGREEMENT
-------------------------------------
15.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
15.02 This Agreement shall not be merged with or construed in
conjunction with any other current or future agreement between the Fund and
Phoenix Equity Planning Corporation, each and all of which agreements shall at
all times remain separate and distinct.
ARTICLE 16 LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
---------------------------------------------------------
16.01 Notice is hereby given that the Declaration of Trust is on
file with the Secretary of the Commonwealth of Massachusetts and was executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees or
Shareholders individually but are binding only upon the assets and property of
the Fund.
ARTICLE 17 COUNTERPARTS
------------
17.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
ARTICLE 18 MISCELLANEOUS
-------------
18.01 This Agreement shall not be binding upon a party unless
executed by an authorized officer of that party. This Agreement and the
obligations hereunder are subject to the following conditions precedent: (a)
approval by the Fund Board of Trustees at a meeting duly called and convened for
such purpose; and (b) approval by, or filing with, as appropriate, all requisite
regulatory authorities, including, without limitation, the Connecticut and New
York insurance departments.
18.02 Except with respect to the parties to this Agreement, nothing
herein contained shall be deemed to establish any rights in favor of any third
parties.
18.03 No amendment to this Agreement shall be effective unless
contained in a writing executed by the party against whom enforcement thereof is
sought. A waiver of any specific term hereof shall not be deemed to constitute a
waiver of any other term hereof, nor shall a waiver on any one or more occasions
be deemed to imply or constitute a waiver of the same or any other term on any
other occasion.
18.04 If any part of this Agreement shall be held to be void or
otherwise unenforceable, such part shall be treated as severable, leaving valid
the remainder of this Agreement in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf under their seals by and through their duly
authorized officers, as of the day and year first above written.
THE PHOENIX EDGE SERIES FUND
By:/s/ Xxxxx X. Xxx
------------------------------------
Name: Xxxxx X. Xxx
Title: President
ATTEST:
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Secretary
PHOENIX LIFE INSURANCE
COMPANY ON BEHALF OF THE VARIABLE
PRODUCTS DIVISION THEREOF
By: /s/ Xxx Xxxxxxxxx
-----------------------------------
Name: Xxx Xxxxxxxxx
Title: Second Vice President
ATTEST:
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Counsel
PHL VARIABLE INSURANCE COMPANY ON
BEHALF OF THE VARIABLE PRODUCTS
DIVISION THEREOF
By: /s/ Xxx Xxxxxxxxx
-----------------------------------
Name: Xxx Xxxxxxxxx
Title: Second Vice President
ATTEST:
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
PHOENIX LIFE AND ANNUITY COMPANY ON
BEHALF OF THE VARIABLE PRODUCTS
DIVISION THEREOF
By: /s/ Xxx Xxxxxxxxx
-----------------------------------
Name: Xxx Xxxxxxxxx
Title: Second Vice President
ATTEST:
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
SCHEDULE A
----------
FEE SCHEDULE
The Administrative Service Fee will be based on the average daily net assets of
the Fund, commencing on January 1, 2003 and shall be payable by the Fund within
five (5) business days following the end of each month thereafter. For fiscal
year 2003, the annual fee shall be 0.077%.
The annual Administrative Service Fee shall be based on the following formula:
ASFSeries = ICF divided by AUM
where, ASFSeries refers to the annual Administrative Service Fee
levied with respect to each respective Series,
AUM refers to the average assets under management during the
term hereof.
ICF refers to the internal costs factor determined from year
to year based upon such items as proportionate investor
inquiry support; shareholder trading; subsequent deposits;
transfer and surrender support; confirmation activities;
quarterly statement processing; and internal support.
