Draft of 9/5/01
INVESTMENT SUB-ADVISORY AGREEMENT
By and Among
Lutheran Brotherhood
and
LB Series Fund, Inc.
and
Massachusetts Financial Services Company
INVESTMENT SUBADVISORY AGREEMENT, made as of the ___ day of ________, 200_,
(the "Effective Date") by and among Lutheran Brotherhood, a fraternal
benefit society organized and existing under the laws of the State of
Minnesota ("Adviser"), LB Series Fund, Inc., a corporation organized and
existing under the laws of the State of Minnesota ("Fund"), and
Massachusetts Financial Services Company, a corporation organized and
existing under the laws of the State of Massachusetts ("Sub-adviser").
WHEREAS, Adviser has entered into an Investment Advisory Agreement dated as
of the ____ day of _________, 200_ ("Advisory Agreement") with the Fund,
which is engaged in business as an open-end investment company registered
under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of the MFS Mid Cap Growth
Portfolio and the MFS Investors Growth Portfolio (collectively, the
"Portfolio"), as separate series of the Fund; and
WHEREAS, Sub-adviser is engaged principally in the business of rendering
investment supervisory management services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act"); and
WHEREAS, the Fund and Adviser desire to retain Sub-adviser as Sub-adviser to
furnish certain investment advisory services to Adviser and the Portfolio
and Sub-adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein
set forth, the parties hereto agree as follows:
I. Appointment. (A) Adviser hereby appoints Sub-adviser as its
investment Sub-adviser with respect to the Portfolio for the period
and on the terms set forth in this Agreement, and (B) Sub-adviser
hereby accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.
II. Additional Series. In the event that the Fund establishes one or
more series of shares other than the Portfolio with respect to which
Adviser desires to retain Sub-adviser to render investment advisory
services hereunder, Adviser shall so notify Sub-adviser in writing,
indicating the advisory fee to be payable with respect to the
additional series of shares. If Sub-adviser is willing to render
such services on the terms provided for herein, it shall so notify
Adviser in writing, whereupon such series shall become a Portfolio
hereunder.
III. Duties of Sub-adviser.
A. Sub-adviser is hereby authorized and directed and hereby agrees
to (i) furnish continuously an investment program for the
Portfolio, and (ii) determine from time to time what investments
shall be purchased, sold or exchanged and what portion of the
assets of the Portfolio shall be held uninvested. Sub-adviser
shall perform these duties subject always to (1) the overall
supervision of Adviser and the Board of Directors of the Fund
(the "Board"), (2) the Fund's Articles and By-laws (as defined
below), as amended from time to time, (3) the stated investment
objectives, policies and restrictions of the Portfolio as set
forth in the Fund's then current Registration Statement (as
defined below), (4) any additional policies or guidelines
established by Adviser or Board that have been furnished in
writing to Sub-adviser, (5) applicable provisions of law,
including, without limitation, all applicable provisions of the
1940 Act and the rules and regulations thereunder, and (6) the
provisions of the Internal Revenue Code of 1986, as amended (the
"Code") applicable to "regulated investment companies" (as
defined in Section 851 of the Code), as amended from time to
time. In accordance with Section VII, Sub-Adviser shall arrange
for the execution of all orders for the purchase and sale of
securities and other investments for the Portfolio's account and
will exercise full discretion and act for the Fund in the same
manner and with the same force and effect as the Fund might or
could do with respect to such purchases, sales, or other
transactions, as well as with respect to all other things
necessary or incidental to the furtherance or conduct of such
purchases, sales, or other transactions, including without
limitation, management of cash balances in the Portfolio.
B. Sub-adviser shall have no responsibility with respect to
maintaining custody of the Portfolios assets. Sub-adviser shall
affirm security transactions with central depositories and
advise the custodian of the Portfolio ("Custodian") or such
depositories or agents as may be designated by Custodian and
Adviser promptly of each purchase and sale of a portfolio
security, specifying the name of the issuer, the description and
amount or number of shares of the security purchased, the market
price, the commission and gross or net price, the trade date and
settlement date and the identity of the effecting broker or
dealer. Sub-adviser shall from time to time provide Custodian
and Adviser with evidence of authority of its personnel who are
authorized to give instructions to Custodian.
C. Unless Adviser advises Sub-adviser in writing that the right to
vote proxies has been expressly reserved to Adviser or the Fund
or otherwise delegated to another party, Sub-adviser shall
exercise voting rights incident to any securities held in the
Portfolio without consultation with Adviser or Fund, provided
that Sub-adviser will follow any written instructions received
from Adviser or Fund with respect to voting as to particular
issues. Sub-adviser shall further respond to all corporate
action matters incident to the securities held in the Portfolio
including, without limitation, proofs of claim in bankruptcy and
class action cases and shelf registrations.
D. Sub-adviser shall consult with Adviser to develop strategic
marketing plans for the Fund on or before November 30 in each
year for the following calendar year with respect to the
Portfolio and the variable contract for which it provides an
underlying investment choice. Sub-adviser shall coordinate all
marketing support efforts with Adviser, including, without
limitation, the promotion of products, training of Adviser's
field force, seminars promoting the Portfolio and preparation of
presentations for clients (collectively referred to as the
activities of "Wholesalers"). Wholesalers' participation in on-
site presentations, sales desk training, conferences, and
portfolio manager conference calls shall first be approved by
Adviser. Sub-adviser shall not include Adviser's field force in
any sales contest and other incentive promotions sponsored by
Sub-adviser without Adviser's prior written approval. Sub-
adviser shall also, from time-to-time, provide such additional
marketing support such as Adviser may reasonably request,
including, without limitation, assistance in product roll-outs,
on-going product training and sales support, and development of
sales strategies.
E. Upon request of Custodian and/or Fund, Sub-adviser shall provide
assistance in connection with the determination of the fair
value of securities in the Portfolio for which market quotations
are not readily available.
F. In the performance of its duties hereunder, Sub-adviser is and
shall be an independent contractor and except as expressly
provided for herein or otherwise expressly provided or
authorized shall have no authority to act for or represent the
Portfolio or the Fund in any way or otherwise be deemed to be an
agent of the Portfolio, the Fund or of Adviser.
IV. Compensation. For the services provided pursuant to this Agreement,
Sub-adviser shall receive an investment management fee as set forth
in Schedule 1, attached hereto and incorporated herein by reference.
The management fee shall be payable monthly in arrears to Sub-
adviser on or before the 10th day of the next succeeding calendar
month. If this Agreement becomes effective or terminates before the
end of any month, the investment management fee for the period from
the effective date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be
prorated according to the proration which such period bears to the
full month in which such effectiveness or termination occurs.
V. Expenses. During the term of this Agreement, Sub-adviser will bear
all expenses incurred by it in the performance of its duties
hereunder, other than those expenses specifically assumed by the
Fund hereunder. The Fund shall assume and shall pay all brokers'
and underwriting commissions chargeable to the Fund in connection
with the securities transactions to which the Portfolio is a party.
VI. Duties of Adviser. Adviser has furnished Sub-adviser with copies of
each of the following documents and will furnish to Sub-adviser at
its principal office all future amendments and supplements to such
documents, if any, as soon as practicable after such documents
become available:
(1) The Articles of Incorporation of the Fund, as filed with the
State of Minnesota, as in effect on the date hereof and as
amended from time to time ("Articles");
(2) The by-laws of the Fund as in effect on the date hereof and as
amended from time to time ("By-Laws");
(3) Certified resolutions of the Board authorizing the appointment
of Adviser and Sub-adviser and approving the form of the
Advisory Agreement and this Agreement;
(4) The Fund's Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended (the "1933 Act") on Form N-
1A, as filed with the Securities and Exchange Commission
("SEC") relating to the Portfolio and its shares and all
amendments thereto ("Registration Statement");
(5) The Notification of Registration of the Fund under the 1940 Act
on Form N-8A as filed with the SEC and any amendments thereto;
(6) The Portfolio's most recent prospectus (the "Prospectus"); and
(7) Copies of reports made by the Fund to its shareholders.
Adviser shall furnish Sub-adviser with any further documents,
materials or information that Sub-adviser may reasonably request to
enable it to perform its duties pursuant to this Agreement.
VII. Portfolio Transactions.
A. Sub-adviser agrees that, in executing portfolio transactions and
selecting brokers or dealers, if any, it shall use its best
efforts to seek on behalf of the Portfolio the best overall
terms available. In assessing the best overall terms available
for any transaction, Sub-adviser shall consider all factors it
deems relevant, including the breadth of the market in and the
price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of
the commission, if any, with respect to the specific transaction
and on a continuing basis. In evaluating the best overall terms
available, and in selecting the broker or dealer, if any, to
execute a particular transaction, Sub-adviser may also consider
the brokerage and research services (as those terms are defined
in Section 28(e) of the Securities Exchange Act of 1934, as
amended ("1934 Act")) provided to Sub-adviser with respect to
the Portfolio and/or other accounts over which Sub-adviser
exercises investment discretion. Sub-adviser may, in its
discretion, agree to pay a broker or dealer that furnishes such
brokerage or research services a higher commission than that
which might have been charged by another broker-dealer for
effecting the same transactions, if Sub-adviser determines in
good faith that such commission is reasonable in relation to the
brokerage and research services provided by the broker or
dealer, viewed in terms of either that particular transaction or
the overall responsibilities of Sub-adviser with respect to the
accounts as to which it exercises investment discretion (as such
term is defined under Section 3(a)(35) of the 1934 Act). Sub-
adviser shall, upon request from Adviser, provide such periodic
and special reports describing any such brokerage and research
services received and the incremental commissions, net price or
other consideration to which they relate.
B. In no instance will portfolio securities be purchased from or
sold to Sub-adviser, or any affiliated person thereof, except in
accordance with the federal securities laws and the rules and
regulations thereunder.
C. Sub-adviser may buy securities for the Portfolio at the same
time it is selling such securities for another client account
and may sell securities for the Portfolio at the time it is
buying such securities for another client account. In such
cases, subject to applicable legal and regulatory requirements,
and in compliance with such procedures of the Fund as may be in
effect from time to time, Sub-adviser may effectuate cross
transactions between the Portfolio and such other account if it
deems this to be advantageous.
D. On occasions when Sub-adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other
clients of Sub-adviser, Sub-adviser, 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 Sub-adviser in the
manner Sub-adviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to its
other clients.
VIII. Ownership of Records. Sub-adviser shall maintain all books and
records required to be maintained by Sub-adviser pursuant to the
1940 Act and the rules and regulations promulgated thereunder with
respect to transactions on behalf of the Portfolio. In compliance
with the requirements of Rule 31a-3 under the 1940 Act, Sub-adviser
hereby agrees (A) that all records that it maintains for the
Portfolio are the property of the Fund, (B) to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act any records that
it maintains for the Fund and that are required to be maintained by
Rule 31a-1 under the 1940 Act, and (C) to surrender promptly to the
Fund any records that it maintains for the Fund upon request by the
Fund; provided, however, Sub-adviser may retain copies of
IX. Reports and Meetings.
A. Sub-adviser shall furnish to the Board or Adviser, or both, as
appropriate, such information, reports, evaluations, analyses
and opinions as are required by law or that the Board or
Adviser, as appropriate, may reasonably require, including,
without limitation: compliance reporting and certification with
respect to:
1. Affiliated Brokerage Transactions
2. Affiliated Underwritings
3. Cross Transactions
4. Prospectus Compliance
5. Code of Ethics
6. Soft Dollar Usage
7. Price Overrides/Fair Valuation Determinations
B. Sub-adviser shall make available in person to the Board and to
Adviser personnel of Sub-adviser as the Board or Adviser may
reasonably request to review the investments and the investment
program of the Portfolio and the services provided by Sub-
adviser hereunder.
X. Services to Other Clients. Nothing contained in this Agreement
shall limit or restrict (i) the freedom of Sub-adviser, or any
affiliated person thereof, to render investment management and
corporate administrative services to other investment companies, to
act as investment manager or investment counselor to other persons,
firms, or corporations, or to engage in any other business
activities, or (ii) the right of any director, officer, or employee
of Sub-adviser, who may also be a director, officer, or employee of
the Fund, to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature.
XI. Sub-adviser's Use of the Services of Others. Sub-adviser may, at
its cost, employ, retain, or otherwise avail itself of the services
or facilities of other persons or organizations for the purpose of
providing Sub-adviser or the Fund or Portfolio, as appropriate, with
such statistical and other factual information, such advice
regarding economic factors and trends, such advice as to occasional
transactions in specific securities, or such other information,
advice, or assistance as Sub-adviser may deem necessary,
appropriate, or convenient for the discharge of its obligations
hereunder or otherwise helpful to the Fund or the Portfolio, as
appropriate, or in the discharge of Sub-adviser's overall
responsibilities with respect to the other accounts that it serves
as investment manager or counselor.
XII. Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor
any of its officers, directors, or employees, nor any person
performing executive, administrative, trading, or other functions
for the Fund, the Portfolio (at the direction or request of Sub-
adviser) or Sub-adviser in connection with Sub-adviser's discharge
of its obligations undertaken or reasonably assumed with respect to
this Agreement (collectively, "Related Persons"), shall be liable
for (i) any error of judgment or mistake of law or for any loss
suffered by the Fund or Portfolio or (ii) any error of fact or
mistake of law contained in any report or data provided by Sub-
adviser, except for any error, mistake or loss resulting from
willful misfeasance, bad faith, or gross negligence in the
performance by Sub-adviser or such Related Person of Sub-adviser's
duties on behalf of the Fund or Portfolio or from reckless disregard
by Sub-adviser or any such Related Person of the duties of Sub-
adviser pursuant to this Agreement (each of which is referred to as
a "Culpable Act").
Notwithstanding the foregoing, any stated limitations on liability
shall not relieve Sub-adviser from any responsibility or liability
Sub-adviser may have under state or federal statutes or from
responsibility or liability for errors in connection with the
execution of trade orders.
Sub-adviser shall indemnify Adviser and its Related Persons and hold
them harmless from and against any and all actions, suits or claims
whether groundless or meritorious and from and against any and all
losses, damages, costs, charges, reasonable counsel fees, payments,
expenses and liabilities (collectively, "Damages") arising directly
or indirectly out of or in connection with the performance of
services by Sub-adviser or its Related Persons hereunder to the
extent such Damages result from willful misfeasance, bad faith,
gross negligence or the reckless disregard of Adviser's obligations
and duties under this Agreement.
Adviser shall indemnify Sub-adviser and its Related Persons from and
against any Damages arising directly or indirectly out of or in
connection with the performance of services by Adviser or its
Related Persons under this Agreement or the Advisory Agreement, in
each case, to the extent such Damages result from any Culpable Act
of Sub-adviser or any of its Related Persons.
XIII. Representations of Sub-adviser. Sub-adviser represents, warrants,
and agrees as follows:
A. Sub-adviser (i) is registered as an investment adviser under
Advisers Act and will continue to be so registered for so long
as this Agreement remains in effect; (ii) is not prohibited by
the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue
to meet for so long as this Agreement remains in effect, any
other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-
regulatory agency, necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority
to enter into and perform the services contemplated by this
Agreement; and (v) will immediately notify Adviser of the
occurrence of any event that would disqualify Sub-adviser from
serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
B. Sub-adviser has adopted a written code of ethics (the "Sub-
adviser Code") complying with the requirements of Rule 17j-1
under the 1940 Act, as may be amended from time to time, and,
has provided the Adviser and the Fund with a copy of the Sub-
adviser Code, together with evidence of its adoption. The Sub-
adviser certifies that it has adopted procedures reasonably
necessary to prevent access persons" as defined in Rule 17j-1
("Access Persons") from violating the Sub-adviser Code. On a
[quarterly] basis, Sub-adviser will either; (i) certify to
Adviser that Sub-adviser and its Access Persons have complied
with Sub-adviser Code with respect to the Portfolio, or (ii)
identify any material violations of the Sub-adviser Code which
have occurred with respect to the Portfolio. In addition, Sub-
adviser will furnish at least annually to Adviser and the Board
a written report that (a) describes any issues arising under the
Sub-adviser Code since the last report to the Board, including,
but not limited to, information about material violations of the
Sub-adviser Code with respect to the Portfolio and sanctions
imposed in response to the material violations and (b) certifies
that the Sub-adviser has adopted procedures reasonably necessary
to prevent Access Persons from violating the Sub-adviser Code.
C. Sub-adviser has provided Adviser and the Fund with a copy of its
Form ADV as most recently filed with the SEC and, if not so
filed, the its most recent Part 2 of Form ADV, and will,
promptly after filing any amendment to its Form ADV with the
SEC, and, if not so filed, any amendment to Part 2 of its Form
ADV, furnish a copy of such amendment to Adviser.
XIV. Compliance with Applicable Regulations. In performing its duties
hereunder, Sub-adviser shall establish compliance procedures (copies
of which shall be provided to Adviser, and shall be subject to
review and approval by Adviser) reasonably calculated to ensure
compliance at all times with all applicable provisions of the 1940
Act and the Advisers Act, and any rules and regulations adopted
thereunder; Subchapter M of the Code; the provisions of the
Registration Statement; the provisions of the Articles and the By-
Laws of the Fund, as the same may be amended from time to time; and
any other applicable provisions of state, federal or foreign law.
XV. Term of Agreement. This Agreement shall become effective with
respect to the MFS Mid Cap Growth Portfolio and the MFS Investors
Growth Portfolio on the Effective Date and, with respect to any
additional Portfolio, on the date of receipt by the Adviser of
notice from the Sub-adviser in accordance with Section II hereof
that the Subscriber is willing to serve as Sub-adviser with respect
to such Portfolio. Unless sooner terminated as provided herein,
this Agreement shall continue in effect for two years from the
Effective Date with respect to the MFS Mid Cap Growth Portfolio and
the MFS Investors Growth Portfolio and, with respect to each
additional Portfolio, for two years from the date on which this
Agreement becomes effective with respect to such Portfolio.
Thereafter, this Agreement shall continue in effect from year to
year, with respect to the Portfolio, subject to the termination
provisions and all other terms and conditions hereof, so long as (a)
such continuation shall be specifically approved at least annually
(i) by either the Board, or by vote of a majority of the outstanding
voting securities of the Portfolio; (ii) in either event, by the
vote, cast in person at a meeting called for the purpose of voting
on such approval, of a majority of the Directors of the Fund who are
not interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such
approval; and (b) Sub-adviser shall not have notified the Fund, in
writing, at least 60 days prior to such approval that it does not
desire such continuation. Sub-adviser shall furnish to the Fund,
promptly upon its request, such information as may reasonably be
necessary to evaluate the terms of this Agreement or any extension,
renewal, or amendment hereof.
XVI. Termination of Agreement. Notwithstanding the foregoing, this
Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Board or by a vote of a majority of the
outstanding voting securities of the Portfolio on at least 60 days'
prior written notice to Sub-adviser. This Agreement may also be
terminated by Adviser: (i) on at least 60 days' prior written notice
to Sub-adviser, without the payment of any penalty; (ii) upon
material breach by Sub-adviser of any of the representations and
warranties set forth in Paragraph 11 of this Agreement, if such
breach shall not have been cured within a 20-day period after notice
of such breach; or (iii) if Sub-adviser becomes unable to discharge
its duties and obligations under this Agreement. Sub-adviser may
terminate this Agreement at any time, without the payment of any
penalty, on at least 60 days' prior notice to Adviser. This
Agreement shall terminate automatically in the event of its
"assignment, as such term is defined in the 1940 Act, or upon
termination of the Advisory Agreement. Any approval, amendment, or
termination of this Agreement by the holders of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of any
Portfolio shall be effective to continue, amend or terminate this
Agreement with respect to any such Portfolio notwithstanding (i)
that such action has not been approved by the holders of a majority
of the outstanding voting securities of any other Portfolio affected
thereby, and/or (ii) that such action has not been approved by the
vote of a majority of the outstanding voting securities of the Fund,
unless such action shall be required by any applicable law or
otherwise.
XVII. Amendments, Waivers, etc. Provisions of this Agreement may be
changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. This Agreement
(including any exhibits hereto) may be amended at any time by
written mutual consent of the parties, subject to the requirements
of the 1940 Act and rules and regulations promulgated and orders
granted thereunder.
XVIII. Notification. Sub-adviser will notify Adviser promptly of any
change in the personnel of Sub-adviser with responsibility for
making investment decisions in relation to the Portfolio or who have
been authorized to give instructions to Custodian.
XIX. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts without
giving effect to the conflicts of laws principles thereof and
the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts conflict with the applicable
provisions of the 1940 Act, the latter shall control.
B. Insurance. Sub-adviser agrees to maintain errors and omissions
or professional liability insurance coverage in an amount that
is reasonable in light of the nature and scope of Sub-adviser's
business activities.
C. Captions. The captions contained 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.
D. Entire Agreement. This Agreement represents the entire
agreement and understanding of the parties hereto and shall
supersede any prior agreements between the parties relating to
the subject matter hereof, and all such prior agreements shall
be deemed terminated upon the effectiveness of this Agreement.
E. Interpretation. Nothing herein contained shall be deemed to
require the Fund to take any action contrary to its Articles or
By-Laws, or any applicable statutory or regulatory requirement
to which it is subject or by which it is bound, or to relieve or
deprive the Board of its responsibility for and control of the
conduct of the affairs of the Portfolio.
F. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act
and to interpretations thereof, if any, by the United States
courts or, in the absence of any controlling decision of any
such court, by rules, regulations, or orders of the SEC validly
issued pursuant to the 1940 Act. As used in this Agreement, the
terms "majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment," broker,"
"investment adviser," "net assets," "sale," "sell," and
"security" shall have the same meaning as such terms have in the
1940 Act, subject to such exemption as may be granted by the SEC
by any rule, regulation, or order. Where the effect of a
requirement of the federal securities laws reflected in any
provision of this Agreement is made less restrictive by a rule,
regulation, or order of the SEC, whether of special or general
application, such provision shall be deemed to incorporate the
effect of such rule, regulation, or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
LUTHERAN BROTHERHOOD
Attest: __________________________ By: _____________________________
Name: __________________________ Name: ___________________________
Title: ___________________________
LB SERIES FUND, INC.
Attest: __________________________ By: _____________________________
Name: __________________________ Name: ___________________________
Title: ___________________________
MASSACHESETTS FINANCIAL SERVICES
COMPANY
Attest: __________________________ By: _____________________________
Name: __________________________ Name: ___________________________
Title: ___________________________
Schedule I
Dated ____________, 2001
Sub-advisory Fees
MFS Mid Cap Growth Portfolio
Average Net Daily Assets Annual Rate
$0 - 100 million 0.47%
$100 - 500 million 0.42%
Above $500 million 0.35%
MFS Investors Growth Portfolio
Average Net Daily Assets Annual Rate
$0 - 100 million 0.425%
$100 - 500 million 0.40%
Above $500 million 0.35%
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