INVESTMENT SUBADVISORY AGREEMENT
GROWTH PORTFOLIO
THIS AGREEMENT, made this 31ST day of December 1997 is between CHUBB INVESTMENT
ADVISORY CORPORATION, (to be renamed Jefferson Pilot Investment Advisory
Corporation) a Tennessee corporation with offices at Xxx Xxxxxxx Xxxxx, Xxxxxxx,
Xxx Xxxxxxxxx, 00000 (the "Investment Manager" or `Manager') and Strong Capital
Management, Inc., (the "Subadviser") a Wisconsin corporation with offices at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Jefferson Pilot Variable Fund, Inc. (the "Fund") is engaged in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940 (the "Investment Company Act");
WHEREAS, the Fund issues separate classes or series of stock, each of which
represents a separate portfolio of investments;
WHEREAS, the Fund's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies under
which income, gains, losses, whether or not realized, from assets allocated to
such accounts are, in accordance with the Policies, credited to or charged
against such accounts without regard to other income, gains, or losses of such
insurance companies;
WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the Portfolio, as set forth in an Investment Management Agreement
between the Fund and the Investment Manager dated December 31, 1997 (the
"Investment Management Agreement") pursuant to which it was agreed that the
Investment Manager may contract with the Subadviser, or other parties for
certain investment management services;
WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act");
WHEREAS, the Investment Manager desires to retain the Subadviser to render
investment management services to the Fund's Growth Portfolio (the "Portfolio")
in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained the Investment Manager and the Subadviser hereby agree as
follows:
1. APPOINTMENT OF THE SUBADVISER. The Manager hereby appoints the
Subadviser to act as an investment subadviser for the Portfolio and to manage
the investment and reinvestment of the assets of the Portfolio, subject to the
supervision of the Directors of the Fund and the terms and conditions of this
Agreement. The Subadviser will be an independent contractor and will have no
authority to act for or represent the Fund or Manager in any way or otherwise be
deemed an agent of the Fund or Manager except as expressly authorized in this
Agreement or another writing by the Fund, Manager and the Subadviser.
Notwithstanding the foregoing, the Subadviser may execute account documentation,
agreements, contracts and other documents as the Subadviser may be requested by
brokers, dealers, counterparts and other persons in connection with the
Subadviser's management of the assets of the Portfolio. In such respect, and
only for this limited purpose, the Subadviser shall act as the Manager and/or
the Fund's agent and attorney-in-fact.
2. DUTIES OF THE SUBADVISER. The Subadviser hereby agrees, subject to
the supervision of the Investment Manager and the Board of Directors of the
Fund, (1) to act as the Subadviser of the Portfolio, (2) to manage the
investment and reinvestment of the assets of the Portfolio for the period and on
the terms and conditions set forth in this Agreement, and (3) during the term
hereof, to render the services and to
1
assume the obligations herein set forth in return for the compensation provided
for herein and to bear all expenses of its performance of such services and
obligations.
3. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE FUND
A. The Subadviser will manage the investment and reinvestment of the
assets of the Portfolio and determine the composition of the assets of the
Portfolio, subject always to the direction and control of the Directors of the
Fund and the Manager and in accordance with the provisions of the Fund's
registration statement, as amended from time to time. In fulfilling its
obligations to manage the investment and reinvestment of the assets of the
Portfolio, the Subadviser will:
(i) obtain and evaluate pertinent economic, statistical,
financial, and other information affecting the economy generally and individual
companies or industries, the securities of which are included in the Portfolio
or are under consideration for inclusion in the Portfolio;
(ii) formulate and implement a continuous investment program for
the Portfolio (a) consistent with the investment objectives, policies, and
restrictions of the Portfolio as stated in the Fund's Agreement and Articles of
Incorporation, Bylaws, and such Portfolio's currently effective Prospectus and
Statement of Additional Information ("SM") as amended from time to time, and (b)
in compliance with the requirements applicable to both regulated investment
companies and segregated asset accounts under Subchapters M and L of the
Internal Revenue Code of 1986, as amended, and requirements applicable to
registered investment companies under applicable laws;
(iii) take whatever steps are necessary to implement the
investment pro &ram for the Portfolio by the purchase and sale of securities and
other investments authorized under the Fund's Agreement and Articles of
Incorporation, Bylaws, and such Portfolio's currently effective Prospectus and
SM, including the placing of orders for such purchases and sales;
(iv) regularly report to the Directors of the Fund and the
Manager with respect to the implementation of the investment program and, in
addition, provide such statistical information and special reports concerning
the Portfolio and/or important developments materially affecting the investments
held, or contemplated to be purchased, by the Portfolio, as may reasonably be
requested by the Manager or the Directors of the Fund, including attendance at
Board of Directors Meetings, as reasonably requested, to present such
information and reports to the Board;
(v) provide determinations of the fair value of certain
portfolio securities when market quotations are not readily available for the
purpose of calculating the Portfolio's net asset value in accordance with
procedures and methods established by the Directors of the Fund;
(vi) provide any and all information, records and supporting
documentation about accounts the Subadviser manages that have investment
objectives, policies, and strategies substantially similar to those employed by
the Subadviser in managing the Portfolio which may be reasonably necessary,
under applicable laws, to allow the Portfolio or its agent to present
information concerning the Subadviser's prior performance in the Prospectus and
the SM of the Portfolio and any permissible reports and materials prepared by
the Portfolio or its agent; and
B. To facilitate the Subadviser's fulfillment of its obligations
under this Agreement, the Manager will undertake the following:
(i) the Manager agrees promptly to provide the Subadviser with
all amendments or supplements to the Registration Statement, the Fund's
Agreement and Articles of Incorporation, and Bylaws;
(ii) the Manager agrees, on an ongoing basis, to notify the
Subadviser expressly in writing of each change in the fundamental and
nonfundamental investment policies of the Portfolio;
2
(iii) the Manager agrees to provide or cause to be provided to the
Subadviser with such assistance as may be reasonably requested by the Subadviser
in connection with its activities pertaining to the Portfolio under this
Agreement, including, without limitation, information concerning the Portfolio,
its available funds, or funds that may reasonably become available for
investment, and information as to the general condition of the Portfolio's
affairs;
(iv) the Manager agrees to provide or cause to be provided to the
Subadviser on an ongoing basis, such information as is reasonably requested by
the Subadviser for performance by the Subadviser of its obligations under this
Agreement, and the Subadviser shall not be in breach of any term of this
Agreement or be deemed to have acted negligently if the Manager fails to provide
or cause to be provided such requested information and the Subadviser relies on
the information most recently furnished to the Subadviser; and
(v) the Manager will promptly provide the Subadviser with any
guidelines and procedures applicable to the Subadviser or the Portfolio adopted
from time to time by the Board of Directors of the Fund and agrees to promptly
provide the Subadviser copies of all amendments thereto.
C. The Subadviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolio. The Subadviser
shall not be obligated to pay any expenses of or for the Portfolio not expressly
assumed by the Subadviser pursuant to this Section 3.
D. The Subadviser will select brokers and dealers to effect all
portfolio transactions subject to the conditions set forth herein. The
Subadviser will place all necessary orders with brokers, dealers, or issuers,
and will negotiate brokerage commissions if applicable. The Subadviser is
directed at all times to seek to execute brokerage transactions for the
Portfolio in accordance with such policies or practices as may be established by
the Board of Directors and described in the Fund's currently effective
Prospectus and SAI., as amended from time to time. In placing orders for the
purchase or sale of investments for the Portfolio, in the name of the Portfolio
or its nominees, the Subadviser shall use its best efforts to obtain for the
Portfolio the most favorable price and best execution available, considering all
of the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement.
Subject to the appropriate policies and procedures approved by the Board of
Directors, the Subadviser may, to the extent authorized by Section 28(e) of the
Securities and Exchange Act of 1934, cause the Portfolio to pay a broker or
dealer that provides brokerage or research services to the Manager, the
Subadviser, or the Portfolio an amount of commissions for effecting a portfolio
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Subadviser determines, in
good faith, that such amount of commission is reasonable in relationship to the
value of such brokerage or research services provided viewed in terms of that
particular transaction or the Subadviser's overall responsibilities to the
Portfolio or its other advisory clients. To the extent authorized by said
Section 28(e) and the Fund's Board of Directors, the Subadviser shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of such action. In addition, subject to
seeking the most favorable price and best execution available, the Subadviser
may also consider sales of shares of the Fund as a factor in the selection of
brokers and dealers.
E. On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other clients of
the Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Subadviser in the manner the Subadviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Portfolio and to its other clients.
3
F. The Subadviser will maintain all accounts, books and records with
respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder.
4. COMPENSATION OF THE SUBADVISER. The Investment Manager will pay the
Subadviser, with respect to the Portfolio, the compensation specified in
Appendix A to this Agreement. Payments shall be made to the Subadviser on the
first day of each month; however, this advisory fee will be calculated on the
daily average value of the Portfolio's assets and accrued on a daily basis.
5. NON-EXCLUSIVITY. The Investment Manager agrees that the services of
the Subadviser are not to be deemed exclusive and the Subadviser is free to act
as investment manager to various investment companies and as fiduciary for other
managed accounts. The Subadviser shall, for all purposes herein, be deemed to be
an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or Investment Manager other
than in furtherance of its duties and responsibilities as set forth in this
Subadvisory Agreement.
6. BOOKS AND RECORDS. The Subadviser agrees that all books and records
which it maintains for the Fund are the Fund's property, and, in the event of
termination of this Agreement for any reason, the Subadviser agrees promptly to
return to the Fund, free from any claim or retention of rights by the
Subadviser, all records relating to the Portfolio. The Subadviser also agrees
upon request of the Investment Manager or the Fund, promptly to surrender the
books and records to either party or make the book and records available for
inspection by representatives of regulatory authorities. In connection with its
duties hereunder, the Subadviser further agrees to maintain, prepare and
preserve books and records in accordance with the Investment Company Act and
rules thereunder, including but not limited to, Rule 3 la-i and 31a-2.
The Subadviser will use records or information obtained under this Agreement
only for the purposes contemplated hereby, and will not disclose such records or
information in any manner other than expressly authorized by the Fund, or if
disclosure is expressly required by applicable federal or state regulatory
authorities or by this Agreement. The Subadviser will furnish any informational
reports requested by any state insurance commissioner
7. REPRESENTATIONS AND WARRANTEES OF SUBADVISER. The Subadviser
represents and warrants to the Investment Manager and the Fund as follows:
(a) The Subadviser has filed a notice of exemption pursuant to Rule 4.14
under the Commodity Exchange Act as amended (the "CEA") with the Commodity
Futures Trading Commission (the CFTC") and the National Futures Association
(the "NFA") if applicable;
(b) The Subadviser is a corporation duly organized and validly existing
under the laws of the State of Wisconsin with the power to carry on its business
as it is now being conducted:
(c) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly authorized by
all necessary action, and no action by or in respect of, or filing with, any
government body, agency or official is required on the part of the Subadviser
for the execution delivery or performance by the Subadviser of this Agreement
and the execution, delivery and performance by the Subadviser of this Agreement
do not contravene or constitute a default under (i) any provision of applicable
law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii)
any agreement, judgment, injunction, order, decree or other instrument binding
upon the Subadviser;
(d) The Form ADV of the Subadviser previously delivered to Investment
Manager is a true and complete copy of the form filed with the Securities and
Exchange Commission and the information contained therein is accurate and
complete in all material respects and does not omit to state any material
4
fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading.
8. REPRESENTATIONS AND WARRANTIES OF INVESTMENT MANAGER. The Investment
----------------------------------------------------
Manager represents and warrants to the Subadviser as follows:
(a) The Investment Manager is registered as an Investment Adviser under
the Investment Advisers Act of 1940;
(b) The Investment Adviser has filed a Notice of Exemption pursuant to
Rule 4.14 under the Commodity Exchange Act as amended (the "CEA") with the
Commodity Futures Trading Commission ("CFTC") and the National Futures
Association ("NFA").
(c) The Investment Manager is a corporation duly organized and validly
existing under the laws of the State of Tennessee with the power to carry on its
business as it is now being conducted;
(d) The execution, delivery and performance by the Investment Manager of
this Agreement are within the Investment Manger's powers and have been duly
authorized by all necessary action, and no action by or in respect of, or filing
with, any government body, agency or official is required on the part of the
Investment Manager for the execution delivery or performance by the Investment
Manager of this Agreement and the execution, delivery and performance by the
Investment Manager of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii) the
Investment Manager's governing instruments, or (iii) any agreement, judgment.
injunction, order, decree or other instrument binding upon the Investment
Manager;
(e) The Form ADV of the Investment Manager previously delivered to
Subadviser is a true and complete copy of the form filed with the Securities and
Exchange Commission and the information contained therein is accurate and
complete in all material respects and does not omit to state any material fact
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading.
(f) The Investment Manager acknowledges that it received a copy of the
Subadviser's Form ADV at least 48 hours prior to the execution of this
Agreement.
9. LIABILITY. The Subadviser will not be liable for any loss suffered by
the Fund in connection with any investment policy established by the Fund for
the purchase, sale or redemption of any securities at the direction of the Board
of Directors of the Fund or the Investment Manager. Nothing herein contained
shall be construed to protect the Subadviser against any liability resulting
from the willful misfeasance, bad faith or gross negligence of the Subadviser in
the performance of its duties or from reckless disregard of its obligations and
duties under this Subadviser Agreement.
10. RELIANCE ON DOCUMENTS. The Board of Directors of the Fund or its
officers or agent will provide timely information to the Subadviser regarding
such matters as purchases and redemptions of shares in the Portfolio, the cash
requirements, and cash available for investment in the Portfolio, and all other
information as may be reasonably necessary or appropriate in order for the
Subadviser to perform its responsibilities hereunder.
Neither the Fund or the Investment Manager, nor their respective designees
or agents, shall use any material describing or identifying the Subadviser or
its affiliates without the prior consent of the Subadviser. Any material
utilized by the Fund, the Investment Manager or their respective designees or
agents which contain information as to the Subadviser and/or its affiliates
shall be submitted to the Subadviser for approval prior to use, not less than
five (5) business days before such approval is requested.
The Investment Manager has herewith furnished the Subadviser copies of the
Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect
and agrees during the continuance of the Agreement to furnish the Subadviser
copies of any amendments or supplements thereto before or at the time
5
the amendments or supplements become effective. The Subadviser will be entitled
to rely on all such documents furnished to it by the Investment Manager or the
Fund.
11. DURATION AND TERMINATION OF THE AGREEMENT. This Subadvisory Agreement
shall become effective as of the date first written above and remain in force
until December 31, 1999. Thereafter, it shall continue in effect from year to
year, but only so long as such continuance is specifically approved at least
annually by (a) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding voting securities of the Portfolio, and (b) a majority of
those directors who are not parties to this Subadvisory Agreement, not
interested persons of any party to this Subadvisory Agreement, cast in person at
a meeting called for the purpose of voting on such approval. This Agreement may
be terminated, without the payment of any penalty, by the Board of Directors of
the Fund, by a vote of a majority of the outstanding shares of the Portfolio, or
by the Investment Manager on sixty days' written notice to the Subadviser, or by
the Subadviser on sixty days' written notice to the Fund or the Investment
Manager. Termination by the Board of Directors or by the Investment Manager
shall be subject to shareholder approval to the extent legally required. This
Agreement shall automatically terminate in the event of its assignment or in the
event of termination of the Investment Management Agreement.
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE
INFORMATION. All representations and warranties made by the SubAdviser and
Investment Manger pursuant to Sections 7 and 8 hereof will survive for the
duration of this Agreement and the parties shall promptly notify each other in
writing upon becoming aware that any of said representations and warranties is
no longer true.
13. VOTING OF PROXIES. The Subadviser shall direct the custodian as to
how to vote such proxies as may be necessary or advisable in connection with any
matters submitted to a vote of shareholders of securities held by the Fund.
14. INDEMNIFICATION. The Subadviser shall indemnify the Investment
Manager and the Fund, and their respective officers and directors, for any
liability and expenses, including reasonable attorney's fees which may be
sustained as a result of the Subadviser's willful misfeasance, bad faith, gross
negligence, breach of its duties hereunder or violation of applicable law. The
Investment Manager shall indemnify the Subadviser, and its respective officers
and directors, for any liability and expenses, including reasonable attorney's
fees which may be sustained as a result of the Investment Manager's willful
misfeasance, bad faith, gross negligence, breach of its duties hereunder or
violation of applicable law.
15. CONFIDENTIALITY. Subject to the duties of the Investment Manager, the
Fund and the Subadviser to comply with applicable law, including any demand of
any regulatory or taxing authority having jurisdiction, the parties hereto shall
treat as confidential all information pertaining to the Fund and the actions of
the Subadviser, the Investment Manager and the Fund in respect thereof
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
17. AMENDMENTS OF THE AGREEMENT. Except to the extent permitted by the
Investment Company Act or the rules or regulations thereunder or pursuant to any
exemptive relief granted by the Securities and Exchange Commission ("SEC"), this
Agreement may be amended by the parties only upon written consent of the parties
hereto and if such amendment, if material, is specifically approved by the vote
of a majority of the outstanding voting securities of the Portfolio (unless such
approval is not required by Section 15 of the Investment Company Act as
interpreted by the SEC or its staff) and by the vote of a majority of the
Independent Directors cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to the Portfolio if a majority of the outstanding voting securities
of the Portfolio vote to approve the amendment, notwithstanding that amendment
may not have been approved by a majority of the outstanding voting securities of
any other portfolio affected by the amendment or all the portfolios of the Fund.
6
18. DEFINITIONS. The terms "assignment", "interested person", and
"majority of the outstanding voting securities", when used in this Agreement,
shall have the respective meaning specified under the Investment Company Act and
the rules thereunder.
19. NOTICES. Any notice that is required to be given by the parties to
each other under the terms of this Agreement shall be given in writing,
delivered, or mailed postpaid to the other party, or transmitted by facsimile
with acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Subadviser:
Strong Capital Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, XX 00000
Attn: General Counsel
Facsimile: (000)-000-0000
(b) If to the Investment Manager:
Chubb Investment Advisory Corporation
Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Facsimile (000) 000-0000
20. GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New Hampshire as at
the time in effect and the applicable provisions of the Investment Company Act
or other federal laws and regulations which may be applicable. To the extent
that the applicable law of the State of New Hampshire or any of the provisions
herein, conflict with the applicable provisions of the Investment Company Act or
other federal laws and regulations which may be applicable, the latter shall
control.
21. USE OF SUBADVISER'S NAME. Neither the Fund nor the Manager or any
affiliate or agent thereof shall make reference to or use the name, and any
derivative thereof or logo associated with that name, of the Subadviser or any
of its affiliates in any advertising or promotional materials without the prior
approval of the Subadviser, which approval shall not be unreasonably withheld or
delayed. Upon termination of this Agreement, the Manager and the Fund shall
forthwith cease to use such name (or derivative or logo) as soon as reasonably
practicable.
22. ENTIRE AGREEMENT. This Agreement contains the entire understanding
and agreement of the parties with respect to the Portfolio.
23. HEADINGS. The headings in the sections of this Agreement are inserted
for convenience of reference only and shall not constitute a part hereof
24. SEVERABILITY. Should any portion of this Agreement for any reason be
held to be void in law or in equity, the Agreement shall be construed, insofar
as is possible, as if such portion had never been contained herein.
CHUBB INVESTMENT ADVISORY
CORPORATION
ATTEST: /S/XXXXXX X. XXXXXX BY: /S/XXXXXX X. XXXXXXXXX
--------------------------- -----------------------------
TITLE: ASSISTANT SECRETARY TITLE: PRESIDENT
STRONG CAPITAL MANAGEMENT INC.
7
ATTEST: /S/ BY: /S/
--------------------------- ------------------------------
TITLE: SENIOR COUNSEL TITLE: VICE PRESIDENT
8
SCHEDULE A
INVESTMENT SUBADVISORY FEES
NAME OF PORTFOLIO ANNUAL FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
--------------------------------------------------------------------------------
Money Market Portfolio .30% of first $200 Million
Massachusetts Financial Services .25% over $200 Million
--------------------------------------------------------------------------------
Emerging Growth Portfolio .40%
Massachusetts Financial Services
--------------------------------------------------------------------------------
High Yield Bond .40%
Massachusetts Financial Services
--------------------------------------------------------------------------------
Growth Portfolio .60% of first $25 Million
Strong .50% of the next $75 Million
.40% of the next $50 Million
.30% over $150 Million
--------------------------------------------------------------------------------
Growth and Income Portfolio .50%
Warburg Pincus
--------------------------------------------------------------------------------
World Growth Stock Portfolio .50% of first $200 Million
Xxxxxxxxx Global Advisors Limited .45% of next $1.1 Billion
.40% over $1.3 Billion
--------------------------------------------------------------------------------
International Equity Portfolio .50%
Lombard Odier
--------------------------------------------------------------------------------
Balanced Portfolio .45% of first $100 Million
X.X. Xxxxxx Investment Management .40% of next $100 Million
.35% over $200 Million
.30% over $400 Million
--------------------------------------------------------------------------------
Bond Portfolio .35% of first $200 Million
Chubb Asset Managers, Inc. .30% of next $1.1 Billion
.25% over $1.3 Billion
--------------------------------------------------------------------------------
Gold Stock Portfolio .50% of first $200 Million
Xxx Xxx Associates Corporation .45% of next $1.1 Billion
.40% over $1.3 Billion
--------------------------------------------------------------------------------
Domestic Growth Portfolio .50% of first $200 Million
Pioneering Management Corporation .45% of next $1.1 Billion
.40% over $1.3 Billion
--------------------------------------------------------------------------------
Capital Growth Portfolio .75% of first $200 Million
Janus Capital Corporation .70% of next $1.1 Billion
.65% over $1.3 Billion
--------------------------------------------------------------------------------
EFFECTIVE: January 1, 1998
9
