INVESTMENT SUBADVISORY AGREEMENT
MID-CAP VALUE PORTFOLIO
THIS AGREEMENT, made this 1st day of May, 2001, is between JEFFERSON
PILOT INVESTMENT ADVISORY CORPORATION, a Tennessee corporation with offices at
Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx, 00000 (the "Investment Manager") and
Wellington Management Company, LLP, (the "Subadviser") a Massachusetts limited
liability partnership with offices at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
WITNESSETH:
WHEREAS, Jefferson Pilot Variable Fund, Inc. (the "Fund") is engaged in
business as a diversified 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 August 28, 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 Mid-Cap Value Portfolio (the
"Portfolio") in the manner and on the terms hereinafter set forth;
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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 Investment 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 Investment
Manager in any way or otherwise be deemed an agent of the Fund or Investment
Manager except as expressly authorized in this Agreement or another writing by
the Fund, Investment Manager and the Subadviser. Notwithstanding the foregoing,
the Subadviser shall have full and complete discretion to establish brokerage
accounts with one or more brokers, dealers, or other financial intermediaries as
the Subadviser may select. The Fund will be a party to any agreement or contract
which opens a futures account or options account.
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 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 general direction and control of the
Directors of the Fund and the Investment 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, statistical, financial,
and other information relating to 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 ("SAI") 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
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("IRC"), and requirements applicable to registered investment companies under
applicable laws;
(iii) take whatever steps are necessary to implement the
investment program 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
SAI, including the placing of orders for such purchases and sales;
(iv) regularly report to the Directors of the Fund and the
Investment 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 Investment 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, provided that Subadviser
shall not be responsible for fund accounting.
(v) will assist in suggesting methods for determining 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) will provide executed trade and other necessary
information requested by the Investment Manager and required to be provided by
Subadviser hereunder through mutually agreed upon methods of communication.
B. To facilitate the Subadviser's fulfillment of its
obligations under this Agreement, the Investment Manager will undertake the
following:
(i) the Investment Manager agrees to provide the Subadviser
with all amendments or supplements to the Registration Statement, the Fund's
Agreement and Articles of Incorporation, and Bylaws prior to filing with
Securities and Exchange Commission.
(ii) the Investment 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 five business days prior to
the effective date of such changes.
(iii) The Investment Manager agrees to provide or cause to
be provided to the Subadviser 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
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information as to the general condition of the Portfolio's
affairs and information to enable Subadviser to monitor the Portfolio's
compliance with Subchapter M of the IRC;
(iv) the Investment 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 Investment 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 Fund and the Investment Manager shall not, without the
prior written consent of Subadviser, make representations in any disclosure
document, advertisement, sales literature or other promotional material
regarding the Subadviser or its affiliates. The Investment Manager shall hold
harmless and indemnify the Subadviser against any loss, liability, cost, damage
or expense (including reasonable attorneys fees and costs) arising out of any
use of any disclosure documents, advertisement, sales literature or other
promotional material without prior written consent by the Subadviser.
D. The Subadviser, at its expense, will furnish 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. The Fund or Investment Manager assumes
and shall pay all expenses incidental to their respective organization,
operation and business not specifically assumed or agreed to be paid by the
Subadviser pursuant hereto, including, but not limited to, investment adviser
fees; any compensation, fees, or reimbursements which the Fund pays to its
Directors; compensation of the Fund's custodian, transfer agent, registrar and
dividend disbursing agent; legal, accounting, audit and printing expenses;
administrative, clerical, record-keeping and bookkeeping expenses; brokerage
commissions and all other expenses in connection with execution of portfolio
transactions (including any appropriate commissions paid to the Subadviser or
its affiliates for effecting exchange listed, over-the-counter or other
securities transactions); interest, all federal, state and local taxes
(including stamp, excise, income and franchise taxes) costs of stock
certificates and expenses of delivering such certificates to the purchaser
thereof; expenses of shareholders' meetings and of preparing, printing and
distributing proxy statements, notices, and reports to shareholders; regulatory
authorities; all expenses incurred in complying with all federal and state laws
and the laws of any foreign country applicable to the issue, offer, or sale of
shares for the Fund, including, but not limited to all costs involved in the
registration or qualification of shares of the Fund for sale in any
jurisdiction, the costs of portfolio pricing services and systems for compliance
with blue
Page 4
sky laws, and all costs involved in preparing, printing and mailing prospectuses
and statements of additional information of the Fund; and all fees, dues and
other expenses incurred by the Fund in connection with the membership in any
trade association or other investment company organization.
Notwithstanding anything herein, the Subadviser shall be
responsible for commercially reasonable expenses relating to the printing and
mailing of required supplements to the Fund's registration statement, provided
that such supplements relate solely to a change in control of the Subadviser or
any change in the portfolio manager or managers assigned by the Subadviser to
manage the Portfolio.
E. The Subadviser will select brokers and dealers to effect
all portfolio transactions subject to the conditions set forth herein (except to
the extent such transactions are cross-trades effected in accordance with Rule
17a-7 and such policies or procedures as may be established by the Board of
Directors). 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. The Investment
Manager reserves the right to direct the Subadviser upon written notice not to
execute transactions through any particular broker(s) or dealer(s), and the
Subadviser agrees to comply with such request within ten business days of
receiving written notice.
The Subadviser will monitor the use of broker-dealers. 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. "Best execution" shall mean prompt and
reliable execution at the most favorable securities price, taking into account
the other provisions hereinafter set forth. Whenever the Subadviser places
orders, or directs the placement of orders, for the purchase or sale of
portfolio securities on behalf of the Portfolio, in selecting brokers or dealers
to execute such orders, the Subadviser is expressly authorized to consider the
fact that a broker or dealer has furnished statistical, research or other
information or services which enhance the Subadviser's research and portfolio
management capability generally. It is further understood in accordance with
Section 28(e) of the Securities Exchange Act of 1934, as amended, that the
Subadviser may negotiate with and assign to a broker a commission which may
exceed the commission which another broker would have charged for effecting the
transaction if the Subadviser determines in good faith that the amount of
commission charged was reasonable in relation to the value of brokerage and/or
research services (as defined in Section 28(e)) provided by such broker. 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.
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F. 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 compliance with Section 17(d) of
the Investment Company Act of 1940 and the rules established thereunder, Section
206 of the Investment Advisers Act of 1940 and any rules established thereunder,
and pursuant to policies adopted by the Subadviser and approved by the Board of
Directors of the Fund. The Subadviser may make amendments to the Subadviser's
aggregation policy and effect transactions for the Portfolio pursuant to such
revised policy, provided that such amendments comply with applicable law, and
further provided that the Subadviser promptly communicates to the Fund the
substance of any material amendments to the policy. The Board of Directors of
the Fund shall have the opportunity to approve and ratify any such material
amendments at the next regularly scheduled meeting or by consent.
The Subadviser may perform its Services through any employee, partner,
officer or agent of Subadviser and the Investment Manager and the Fund shall not
be entitled to the advice, recommendation or judgment of any specific person.
Subadviser makes no representation or warranty, express or implied, that any
level of performance or investment results will be achieved by the Mid-Cap Value
Portfolio or that such Portfolio will perform comparably with any standard or
index, including other clients of Subadviser, whether public or private.
G. The Subadviser will maintain all accounts, books and records with
respect to the Portfolio as are required by subparagraphs (b)(5), (6), (7), (9),
(10), and (11), and paragraph (f) of Rule 31a-1 under the Investment Company Act
of 1940.
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 within
the first five business days 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. Solely for the purpose of determining the promptness of payments,
payments shall be considered made upon mailing or wiring pursuant to wiring
instructions provided by the Subadviser.
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
render services of any kind to any other corporation, firm, individual or
association. 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
Page 6
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, provided, however, that the
Subadviser may retain a copy of such records. 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 books 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 Rules 31a-1 and 31a-2 under the
Investment Company Act of 1940.
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.
7. Liability. Except as may otherwise be provided by the Investment
Company Act of 1940, neither the Subadviser nor its officers, directors,
employees or agents shall be subject to any liability to the Investment Manager,
the Fund or any shareholder of the Fund for any error of judgment, mistake of
law or any loss arising out of any investment or other act or omission in the
course of, connected with or arising out of any service to be rendered
hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement. The Investment Manager shall
hold harmless and indemnify the Subadviser for any loss, liability, cost, damage
or expense (including reasonable attorneys fees and costs) arising from any
claim or demand by the Fund or any past or present shareholder of the Fund that
is not arising from Subadviser's willful misfeasance, bad faith or gross
negligence.
8. 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. The Subadviser has
provided the Investment Manager with a copy of its current form ADV.
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
Page 7
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, Statement of Additional Information, 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 the amendments or supplements
become effective. The Subadviser will be entitled to rely on all such documents
furnished to it by the Investment Manager of the Fund.
9. Duration and Termination of the Agreement. This Subadvisory
Agreement shall become effective as of the date first written above and remain
in force until May 1, 2003. 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 at any time, 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. This Agreement shall automatically terminate in the
event of its assignment or in the event of termination of the Investment
Management Agreement.
10. Amendments of the Agreement. Except to the extent permitted by the
Investment Company Act of 1940 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 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 of 1940 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.
11. 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 of
1940 and the rules thereunder.
Page 8
12. Change in Law. Where the effect of a requirement of the Investment
Company Act of 1940 or of the Investment Advisers Act of 1940 reflected in any
provision of this Agreement is altered 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.
13. 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:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Regulatory Affairs
Facsimile (000) 000-0000
(b) If to the Investment Manager:
Jefferson Pilot Investment Advisory Corporation
Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Facsimile (000) 000-0000
14. 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
of 1940 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 of 1940 or other federal laws and regulations which may be
applicable, the latter shall control.
15. Use of Subadviser's Name. Neither the Fund nor the Investment
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
Investment Manager and the Fund shall forthwith cease to use such name (or
derivative or logo) as soon as reasonably practicable.
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16. Entire Agreement. This Agreement contains the entire understanding
and agreement of the parties with respect to the Portfolio.
17. Headings. The headings in the sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part
hereof.
18. 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.
JEFFERSON PILOT INVESTMENT ADVISORY
CORPORATION
ATTEST:____________________ BY: _______________________
TITLE:______________________ TITLE:_____________________
WELLINGTON MANAGEMENT COMPANY, LLP
ATTEST:____________________ BY: _______________________
TITLE:______________________ TITLE:_____________________
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