EXECUTION COPY
EX.23.d.xiii
SUB-ADVISORY AGREEMENT
XXXXXXX XXXXXXXX MANAGEMENT, LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 1st day of July,
2003, among WT Investment Trust I, a Delaware business trust (the "Fund"),
Xxxxxx Square Management Corporation (the "Adviser"), a corporation organized
under the laws of the state of Delaware and Xxxxxxx Xxxxxxxx Management LLC, a
limited liability company organized under the laws of the state of New York (the
"Sub-Adviser").
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end management investment
company and offers for public sale distinct series of shares of beneficial
interest; and
WHEREAS, the Mid Cap Multi-Manager Series (the "Series") is a
series of the Fund; and
WHEREAS, the Adviser acts as the investment adviser for the
Series pursuant to the terms of an Investment Advisory Agreement between the
Fund and the Adviser under which the Adviser is responsible for the coordination
of investment of the Series' assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the Investment
Advisory Agreement to delegate its investment responsibilities to one or more
persons or companies;
NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, the Fund, the Adviser and the Sub-Adviser agree as
follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Fund hereby appoint and
employ the Sub-Adviser as a discretionary portfolio manager, on the terms and
conditions set forth herein, of those assets of the Series which the Adviser
determines to assign to the Sub-Adviser (those assets being referred to as the
"Series Account"). The Adviser may, from time to time, make additions to and
withdrawals, including cash and cash equivalents, from the Series Account. The
Sub-Adviser will receive a daily cash report from the accounting agent for the
Series.
2. ACCEPTANCE OF APPOINTMENT. The Sub-Adviser accepts its appointment as a
discretionary portfolio manager and agrees to use its professional judgment to
make investment decisions for the Series with respect to the investments of the
Series Account and to implement such decisions on a timely basis in accordance
with the provisions of this Agreement.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following and will
promptly provide the Sub-Adviser with copies properly certified or authenticated
of any amendment or supplement thereto:
a. The Series' Investment Advisory Agreement;
b. The Fund's most recent effective registration statement and
financial statements as filed with the Securities and Exchange Commission;
c. The Fund's Agreement and Declaration of Trust and By-Laws; and
d. Any policies, procedures or instructions adopted or approved
by the Fund's Board of Trustees relating to obligations and services provided by
the Sub-Adviser.
4. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is
hereby employed and authorized to select portfolio securities for investment by
the Series, to purchase and to sell securities for the Series Account, and upon
making any purchase or sale decision, to place orders for the execution of such
portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A
hereto (as amended from time to time). In providing portfolio management
services to the Series Account, the Sub-Adviser shall be subject to and shall
conform to such investment restrictions as are set forth in the 1940 Act and the
rules thereunder, the Internal Revenue Code, applicable state securities laws,
applicable statutes and regulations of foreign jurisdictions, the supervision
and control of the Board of Trustees of the Fund, such specific instructions as
the Board of Trustees may adopt and communicate to the Sub-Adviser, the
investment objective, policies and restrictions of the Fund applicable to the
Series furnished pursuant to Section 5 of this Agreement, the provisions of
Schedule A and Schedule B hereto and other instructions communicated to the
Sub-Adviser by the Adviser. The Sub-Adviser is not authorized by the Fund to
take any action, including the purchase or sale of securities for the Series
Account, in contravention of any restriction, limitation, objective, policy or
instruction described in the previous sentence. The Sub-Adviser shall maintain
on behalf of the Fund the records listed in Schedule B hereto (as amended from
time to time). At the Fund's reasonable request, the Sub-Adviser will consult
with the Fund or with the Adviser with respect to any decision made by it with
respect to the investments of the Series Account.
5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Fund will provide
the Sub-Adviser with the statement of investment objective, policies and
restrictions applicable to the Series as contained in the Series' Prospectus and
Statement of Additional Information, all amendments or supplements to the
Prospectus and Statement of Additional Information, and any written instructions
adopted by the Board of Trustees supplemental thereto. The Fund agrees, on an
ongoing basis, to notify the Sub-Adviser in writing of each change in the
fundamental and non-fundamental investment policies of the Series and will
provide the Sub-Adviser with such further information concerning the investment
objective, policies, restrictions and such other information applicable thereto
as the Sub-Adviser may from time to time reasonably request for performance of
its obligations under this Agreement. The Fund retains the right, on written
notice to the Sub-Adviser or the Adviser, to modify any such objective, policies
or restrictions in accordance with applicable laws, at any time.
6. TRANSACTION PROCEDURES. All transactions will be consummated by payment
to or delivery by PFPC Trust Company, the custodian designated by the Fund (the
"Custodian"), or such depositories or agents as may be designated by the
Custodian in writing, of all cash and/or securities due to or from the Series
Account, and the Sub-Adviser shall not have possession or custody thereof. The
Adviser shall advise the Custodian of the retention of the Sub-Adviser as
provided in this Agreement and shall instruct and direct the Custodian to
provide the Sub-
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Adviser with copies of all Series Account statements issued by the Custodian
indicating all disbursements made from the Series Account. The Sub-Adviser shall
advise the Custodian and confirm in writing to the Fund and to the administrator
designated by the Fund or any other designated agent of the Fund, all investment
orders for the Series Account placed by it with brokers and dealers at the time
and in the manner set forth in Schedule B hereto (as amended from time to time).
The Fund shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the Sub-Adviser.
The Fund shall be responsible for all custodial arrangements and the payment of
all custodial charges and fees, and, upon giving proper instructions to the
Custodian, the Sub-Adviser shall have no responsibility or liability with
respect to custodial arrangements or the acts, omissions or other conduct of the
Custodian, except that it shall be the responsibility of the Sub-Adviser to take
appropriate action if the Custodian fails to confirm in writing proper execution
of the instructions.
7. ALLOCATION OF BROKERAGE. The Adviser shall have authority and
discretion to select brokers and dealers (including brokers that may be
affiliates of the Adviser or Sub-Adviser) to execute portfolio transactions
initiated by the Sub-Adviser, subject to conformance with the policies and
procedures disclosed in the Fund's Prospectus and Statement of Additional
Information and the policies and procedures adopted by the Fund's Board of
Trustees. The Adviser will advise the Sub-Adviser of such selection in writing.
a. In executing portfolio transactions, the Adviser will give primary
consideration to securing best execution. Therefore, the Adviser, not the
Sub-Adviser, will be responsible for securing best execution on portfolio
transactions initiated by the Sub-Adviser.
b. In light of the foregoing, the Adviser acknowledges that the
Sub-Adviser is under no obligation to aggregate the securities to be purchased
or sold for the Series with transactions for other clients of the Sub-Adviser.
In retaining the discretion to select brokers and dealers, the Adviser
acknowledges that the price and execution the Series Account pays or receives
for a security may be more favorable or less favorable than the price and
execution paid or received by Sub-Adviser's other clients whose transactions are
aggregated.
c. The Adviser agrees that it will not execute any portfolio
transactions for the Series Account with a broker or dealer which is (i) an
affiliated person of the Fund, including the Adviser or any Sub-Adviser for any
Series of the Fund; or (ii) a principal underwriter of the Fund's shares, unless
such transactions are executed in accordance with Rule 17e-1 of the 1940 Act and
the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1.
8. PROXIES. The Sub-Adviser will vote all proxies solicited by or with
respect to issuers of securities in which assets of the Series Account may be
invested from time to time, provided that the Sub-Adviser receives the necessary
proxy materials at least 10 business days before the vote, which is sufficient
time to permit the Sub-Adviser to consider what action to take. At the request
of the Sub-Adviser, the Adviser shall provide the Sub-Adviser with its
recommendations as to the voting of such proxies. Unless otherwise instructed by
the Fund's Board of Trustees, Sub-Adviser will also make all elections whether
or not to tender, convert, exchange, endorse, transfer or deliver securities in
the Series Account in connection with offers to an issuer's security holders
from time to time, elect the form of dividend payments and execute waivers,
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consents and other instruments with respect to such securities, provided that
the Sub-Adviser receives the necessary materials in sufficient time to permit
the Sub-Adviser to consider what action to take and to submit required
documentation.
9. REPORTS TO THE SUB-ADVISER. The Fund will provide the Sub-Adviser with
such periodic reports concerning the status of the Series Account as the
Sub-Adviser may reasonably request.
10. FEES FOR SERVICES. The compensation of the Sub-Adviser for its services
under this Agreement shall be calculated and paid by the Fund in accordance with
the attached Schedule C.
11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Fund acknowledges
that the Sub-Adviser or one or more of its affiliated persons may have
investment responsibilities or render investment advice to or perform other
investment advisory services for other individuals or entities and that the
Sub-Adviser, its affiliated persons or any of its or their directors, officers,
agents or employees may buy, sell or trade in any securities for its or their
own respective accounts ("Affiliated Accounts"). Subject to the provisions of
Section 7(b) hereof, the Fund agrees that the Sub-Adviser or its affiliated
persons may give advice or exercise investment responsibility and take such
other action with respect to other client accounts managed by the Sub-Adviser,
including Affiliated Accounts which may differ from the advice given or the
timing or nature of action taken with respect to the Series Account, provided
that the Sub-Adviser acts in good faith, and provided further, that it is the
Sub-Adviser's policy to allocate, within its reasonable discretion, investment
opportunities to the Series Account over a period of time on a fair and
equitable basis relative to such other accounts, taking into account the
investment objective and policies of the Series and any specific investment
restrictions applicable thereto. The Fund acknowledges that one or more of the
Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose
of or otherwise deal with positions in investments in which the Series Account
may have an interest from time to time, whether in transactions which involve
the Series Account or otherwise. The Sub-Adviser shall have no obligation to
acquire for the Series Account a position in any investment which any Affiliated
Account may acquire, and the Fund shall have no first refusal, co-investment or
other rights in respect of any such investment, either for the Series Account or
otherwise.
12. CERTIFICATE OF AUTHORITY. The Fund, the Adviser and the Sub-Adviser
shall furnish to each other from time to time certified copies of the
resolutions of their Boards of Trustees/Directors or executive committees, as
the case may be, evidencing the authority of officers and employees who are
authorized to act on behalf of the Fund, a Series Account, the Adviser and/or
the Sub-Adviser.
13. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its reasonable judgment,
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement, or in accordance with (or
in the absence of) specific directions or instructions from the Fund or the
Adviser, provided, however, that such acts or omissions shall not have resulted
from the Sub-Adviser's willful misfeasance, bad faith, gross negligence or a
reckless disregard of duty. Nothing in this Section 13 shall be construed in a
manner inconsistent with Section 17(i) of the 1940 Act.
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14. INDEMNIFICATION. The Adviser agrees to indemnify and hold harmless the
Sub-Adviser and its officers, directors, agents and employees from and against
any and all losses, claims, damages, liabilities or litigation (including
reasonable attorney's fees and other related expenses) incurred by the
Sub-Adviser that (i) are based upon any willful misfeasance, bad faith, gross
negligence or material breach of this Agreement by the Adviser; or (ii) are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Fund's registration statement filed with the Securities and
Exchange Commission, prospectus or Statement of Additional Information in effect
at any time covering shares of the Series, Fund marketing materials and
advertising, or any amendment thereof or any supplement thereto, or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading, unless such
statement or omission was made in reliance upon written information furnished to
the Series or the Adviser or any affiliated person of the Adviser by the
Sub-Adviser or any affiliated person of the Sub-Adviser which itself is
materially misleading; and further provided, however, that the Adviser's
obligation under this Paragraph shall be reduced to the extent that the claim
against, or the loss, liability, damage or litigation experienced by the
Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's
own willful misfeasance, bad faith or gross negligence.
The Sub-Adviser agrees to indemnify and hold harmless the Adviser and its
officers, directors, agents and employees from and against any and all claims,
losses, liabilities, damages or litigation (including reasonable attorney's fees
and other related expenses) incurred by the Adviser that are based upon the
willful misfeasance, bad faith, gross negligence or material breach of this
Agreement by the Sub-Adviser, provided, however, that the Sub-Adviser's
obligation under this Paragraph shall be reduced to the extent that the claim
against, or the loss, liability, damage or litigation experienced by the
Adviser, is caused by or is otherwise directly related to the Adviser's own
willful misfeasance, bad faith or gross negligence.
Anything to the contrary in this Section 14 notwithstanding, under no
circumstances shall the foregoing be construed to relieve the Adviser or the
Sub-Adviser from liability for (i) any violation of the Investment Advisers Act
of 1940, as amended, or any other federal securities laws or (ii) for conduct
for which the law provides a right of action for which good faith is not a
defense.
15. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the Adviser
and the Fund to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction, the parties hereto shall
treat as confidential all material non-public information pertaining to the
Series Account and the actions of the Sub-Adviser, the Adviser and the Fund in
respect thereof.
16. ASSIGNMENT. This Agreement shall terminate automatically in the event
of its assignment. The Sub-Adviser shall notify the Fund and the Adviser in
writing sufficiently in advance of any proposed change of control within the
meaning of the 1940 Act to enable the Fund and the Adviser to take the steps
necessary to enter into a new contract with the Sub-Adviser.
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE FUND. The Fund
represents, warrants and agrees that:
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a. The Sub-Adviser has been duly appointed by the Board of
Trustees of the Fund to provide investment services to the Series Account as
contemplated hereby.
b. The Fund will deliver to the Sub-Adviser a true and complete
copy of its then current Prospectus and Statement of Additional Information as
effective from time to time and such other documents or instruments governing
the investment of the Series Account and such other information as is necessary
for the Sub-Adviser to carry out its obligations under this Agreement.
c. The Fund is currently in compliance and shall at all times
continue to comply with the requirements imposed upon the Fund by applicable law
and regulations.
18. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser
represents, warrants and agrees that:
a. The Adviser has been duly authorized by the Board of Trustees
of the Fund to delegate to the Sub-Adviser the provision of investment services
to the Series Account as contemplated hereby.
b. The Adviser is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act"), or is a "bank" as defined in
Section 202(a)(2) of the Advisers Act and is in all other respects currently in
compliance and shall at all times continue to comply with the requirements
imposed upon the Adviser by applicable law and regulations.
19. REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
a. The Sub-Adviser is registered as an "investment adviser" under
the Advisers Act or is a "bank" as defined in Section 202(a)(2) of the Advisers
Act.
b. The Sub-Adviser will maintain, keep current and preserve on
behalf of the Fund, in the manner required or permitted by the 1940 Act, the
records identified in Schedule B. The Sub-Adviser agrees that such records
(unless otherwise indicated on Schedule B) are the property of the Fund, and
will be surrendered to the Fund promptly upon request; provided, however, that
the Sub-Adviser may retain copies of same. Subject to the duty of the
Sub-Adviser, the Adviser and the Fund to comply with applicable law, including
any demand of any regulatory or taxing authority having jurisdiction, the
Sub-Adviser agrees to keep confidential all records of the Fund and information
relating to the Fund, unless the release of such records or information is
otherwise consented to in writing by the Fund or the Adviser.
c. The Sub-Adviser will complete such reports concerning
purchases or sales of securities on behalf of the Series Account as the Adviser
or the Fund may from time to time reasonably request to ensure compliance with
the 1940 Act, the Internal Revenue Code, applicable state securities laws and
applicable statutes and regulations of foreign jurisdictions.
d. The Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and Section 204A of the
Advisers Act and has provided the Fund with a copy of the code of ethics and
evidence of its adoption. Within forty-
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five (45) days of the end of the last calendar quarter of each year while this
Agreement is in effect, a member of the Sub-Adviser shall certify to the Fund
upon request that the Sub-Adviser has complied with the requirements of Rule
17j-1 and Section 204A during the previous year and that there has been no
material violation of the Sub-Adviser's code of ethics or, if such a material
violation has occurred, that appropriate action was taken in response to such
violation. Upon the written request of the Fund, the Sub-Adviser shall permit
the Fund, its employees or its agents to examine the reports required to be made
to the Sub-Adviser by Rule 17j-1(d)(1).
e. The Sub-Adviser will promptly after filing with the Securities
and Exchange Commission any material amendment to its Form ADV furnish a copy of
such amendment to the Fund and the Adviser.
f. The Sub-Adviser will immediately notify the Fund and the
Adviser of the occurrence of any event which would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9 of the 1940 Act or otherwise. The Sub-Adviser will also immediately
notify the Fund and the Adviser if it is served or otherwise receives notice of
any action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, involving the affairs of the
Series.
20. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement among the Sub-Adviser, the Adviser and the Fund, which
amendment, other than amendments to Schedules A and B, is subject to the
approval of the Board of Trustees and, to the extent required by the 1940 Act,
the shareholders of the Series in the manner required by the 1940 Act and the
rules thereunder, subject to any applicable orders of exemption issued by the
Securities and Exchange Commission.
21. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
first written above and shall remain in force for a period of time of two years
from such date, and from year to year thereafter but only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees who are not interested persons of the Fund, the Adviser or the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval, and by a vote of the Board of Trustees or of a majority of the
outstanding voting securities of the Series. The aforesaid requirement that this
Agreement may be continued "annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder.
22. TERMINATION.
a. This Agreement may be terminated by the Fund (by a vote of the
Board of Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of the Series), without the payment of any penalty,
immediately upon written notice to the other parties hereto, in the event of a
material breach of any provision thereof by the party so notified or otherwise
by the Fund, upon sixty (60) days' written notice to the other parties hereto,
but any such termination shall not affect the status, obligations or liabilities
of any party hereto to the others.
b. This Agreement may also be terminated by the Adviser or the
Sub-Adviser, without the payment of any penalty, immediately upon written notice
to the other parties hereto in the event that the party so notified has
previously been notified in writing of a material breach
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of any provision hereof by such party and such breach shall not have been cured
within a 20-day period after notice of such breach or otherwise by the Adviser
or the Sub-Adviser upon sixty (60) days' written notice to the other parties
hereto, but any such termination shall not affect the status, obligations or
liabilities of any party hereto to the others.
23. DEFINITIONS. As used in this Agreement, the terms "affiliated person,"
"assignment," "control," "interested person," "principal underwriter" and "vote
of a majority of the outstanding voting securities" shall have the meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject to any
applicable orders of exemption issued by the Securities and Exchange Commission.
24. NOTICE. Any notice under this Agreement shall be given in writing (in
paper or electronic format) addressed and delivered or mailed, postage prepaid,
to the other parties to this Agreement addressed as follows:
If to the Fund, to: WT Investment Trust I
C/o Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: xxxxxx@xxxxxxxxxxxxxxx.xxx
If to the Adviser, to: Xxxxxx Square Management Corporation
0000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx, President
Telephone: (000) 000-0000
Facsimile: (302) 651-
E-Mail: xxxxxxxxxx@xxxxxxxxxxxxxxx.xxx
If to the Sub-Adviser, to: Xxxxxxx Xxxxxxxx Management, LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxx, Member and
Operations Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: xxxxxxx@xxxxxxx.xx.xxx
25. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
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26. GOVERNING LAW. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of Delaware.
27. ENTIRE AGREEMENT. This Agreement and the Schedules attached hereto
embodies the entire agreement and understanding between the parties.
28. ACKNOWLEDGEMENT OF RECEIPT. By executing this Agreement, the Fund and
the Adviser acknowledge prior receipt of copies of Part II of the Sub-Adviser's
Form ADV and the Sub-Adviser's Privacy Notice under Securities and Exchange
Commission Regulation S-P.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed, as of the day and year first written above.
WT INVESTMENT TRUST I
on behalf of the Mid Cap Multi-Manager Series
By: /s/ Xxxx X. Xxxxx
-----------------
Name: Xxxx X. Xxxxx
Title: Vice President
XXXXXXX XXXXXXXX MANAGEMENT, LLC
By: /s/ Xxx Xxxxxxxxx
-----------------
Name: Xxx Xxxxxxxxx
Title: Managing Member
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxxx
Xxxxx: President
SCHEDULE A
OPERATING PROCEDURES
From time to time the Adviser shall issue reasonable written
Operating Procedures which shall govern reporting of transactions and other
matters so as to facilitate (i) the monitoring of the Fund's compliance with the
restrictions and limitations applicable to the operations of a registered
investment company and (ii) the preparation of reports to the Board of Trustees,
regulatory authorities and shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Series Account as if the Series Account
were a registered investment company subject to the investment
objective, policies and limitations applicable to the Series stated in
the Fund's Prospectus and Statement of Additional Information, as from
time to time in effect, included in the Fund's registration statement
or a supplement thereto under the Securities Act of 1933 and the
Investment Company Act of 1940 (the "1940 Act"), as each may be amended
from time to time; provided, however, that if a more stringent
restriction or limitation than any of the foregoing is stated in
Section B of this Schedule, the more stringent restriction or
limitation shall apply to the Series Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser,
on behalf of the Series Account:
1. purchase securities of any issuer if such purchase would cause
more than 10 % of the voting securities of such issuer to be
held in the Series Account (1940 Act Section 5(b)(1); IRC
Section 851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 3% of the outstanding voting stock of any
other investment company to be held in the Series
Account (1940 Act Section 12(d)(1)(A)(i)),
b. securities issued by any other investment company
having an aggregate value in excess of 5% of the
value of the total assets in the Series Account to be
held in the Series Account (1940 Act Section
12(d)(1)(A)(ii)),
c. securities issued by all other investment companies
(other than Treasury Stock) having an aggregate value
in excess of 10% of the value of the total assets of
the Series Account to be held in the Series Account
(1940 Act Section 12(d)(1)(A)(iii)),
d. more than 10% of the outstanding voting stock of any
registered closed-end investment company to be held
in the Series Account, and by any other investment
company having as its investment adviser the
Sub-Adviser (1940 Act Section 12(d)(1)(C));
3. purchase securities of any insurance company if such purchase
would cause more than 10% of the outstanding voting securities
of any insurance company to be held in the Series Account
(1940 Act Section 12(d)(2)); or
4. purchase securities of or any interest in any person who is a
broker, a dealer, is engaged in the business of underwriting,
is an investment adviser to an investment company or is a
registered investment adviser under the Investment Advisers
Act of 1940 unless
a. such purchase is of a security of any issuer that, in
its most recent fiscal year, derived 15% or less of
its gross revenues from securities-related activities
(1940 Act Rule 12d3-l(a)), or
b. despite the fact that such purchase is of any
security of any issuer that derived more than 15% of
its gross revenues from securities-related
activities:
(1) immediately after the purchase of any equity
security, the Series Account would not own
more than 5% of outstanding securities of
that class of the issuer's equity securities
(1940 Act Rule 12d3-1(b)(1));
(2) immediately after the purchase of any debt
security, the Series Account would not own
more than 10% of the outstanding principal
amount of the issuer's debt securities (1940
Act Rule 12d3-1(b)(2)); and
(3) immediately after the purchase, not more
than 5% of the value of the Series Account's
total assets would be invested in the
issuer's securities (1940 Act Rule
12d3-1(b)(3)).
C. The Sub-Adviser will manage the Series Account so that no more
than 10% of the gross income of the Series Account is derived from any
source other than dividends, interest, payments with respect to
securities loans (as defined in IRC Section 512(a)(5)), and gains from
the sale or other disposition of stock or securities (as defined in the
1940 Act Section 2(a)(36)) or foreign currencies, or other income
(including, but not limited to, gains from options, futures, or forward
contracts) derived with respect to the Series' business of investing in
such stock, securities, or currencies (IRC Section 851(b)(2)).
Dated: July 1, 2003
SCHEDULE B
RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser:
A. (Rule 31a-l(b)(5) and (6)). A record of each brokerage order, and all
other portfolio purchases and sales, given by the Sub-Adviser on behalf
of the Series Account for, or in connection with, the purchase or sale
of securities, whether executed or unexecuted. Such records shall
include:
1. the name of the broker;
2. the terms and conditions of the order and of any modification
or cancellation thereof;
3. the time of entry or cancellation;
4. the price at which executed;
5. the time of receipt of a report of execution; and
6. the name of the person who placed the order on behalf
of the Series Account.
B. (Rule 31a-l(b)(9)). A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases (e.g. execution ability, execution and research) upon
which the allocation of orders for the purchase and sale of portfolio
securities to named brokers or dealers was effected, and the division
of brokerage commissions or other compensation on such purchase and
sale orders. Such record:
1. shall include the consideration given to:
a. the sale of shares of the Fund by brokers or dealers;
b. the supplying of services or benefits by brokers or
dealers to:
(1) the Fund,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical
qualifications of the brokers and dealers as such;
2. shall show the nature of the services or benefits made
available;
3. shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation; and
4. shall show the name of the person responsible for making the
determination of such allocation and such division of
brokerage commissions or other compensation.
C. (Rule 31a-l(b)(10)). A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio securities. Where an authorization is
made by a committee or group, a record shall be kept of the names of
its members who participate in the authorization. There shall be
retained as part of this record: any memorandum, recommendation or
instruction supporting or authorizing the purchase or sale of portfolio
securities and such other information as is appropriate to support the
authorization.
D. (Rule 31a-1(f)). Such accounts, books and other documents as are
required to be maintained by registered investment advisers by rule
adopted under Section 204 of the Investment Advisers Act of 1940, to
the extent such records are necessary or appropriate to record the
Sub-Adviser's transactions with respect to the Series Account.
Dated: July 1, 2003
SCHEDULE C
FEE SCHEDULE
For the services to be provided to the Series pursuant to the
attached Sub-Advisory Agreement, the Fund shall pay the Sub-Adviser a monthly
fee in accordance with the following formula:
55 basis points (0.55%) on the first $75 million; and
40 basis points (0.40%) on amounts greater than $75 million.
The fee shall be payable monthly as soon as practicable after the last day of
each month based on the Series Account's average daily net assets.
Dated: July 1, 2003
