AMENDMENT TO
INVESTMENT SUBADVISORY AGREEMENT
This Amendment to Investment Subadvisory Agreement (the "Amendment") dated as of
May 1, 2007, amends that certain Investment Management Agreement dated as of
April 2, 2002, and any schedules or attachments thereto (the "Agreement") by and
between Diversified Investment Advisors, Inc., a Delaware corporation
("Diversified") and Wellington Management Company, LLP (the "Subadvisor").
WITNESSETH:
WHEREAS, Diversified and the Subadvisor have theretofore entered into the
Agreement governing the terms and conditions regarding investment advisory
services provided by the Subadvisor to the Special Equity Portfolio (the
"Portfolio") as identified therein;
WHEREAS, Diversified and the Subadvisor desire to amend the Agreement as
set forth below;
NOW, THEREFORE, in consideration of the above premises, and the mutual promises
and covenants herein contained, the parties hereto do hereby agree as follows:
1. Duties of the Subadvisor. Section 1 of the Agreement shall be revised to
delete the following paragraph 4: "The Subadvisor shall assume the
responsibility for proxy voting in accordance with its Proxy Voting Guidelines
for US Securities." It shall be replaced in its entirety with the following
paragraph 4: "Upon request, the Subadvisor shall also make recommendations to
Diversified as to the manner in which voting rights, rights to consent to
corporate actions and any other rights pertaining to the securities comprising
the Assets shall be exercised. Diversified, however, will assume the
responsibility for the actual voting of any voting rights."
2. Fee Schedule. Schedule B of the Agreement is hereby deleted and replaced
with the attached Schedule B.
3. Miscellaneous.
(a) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
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(b) This Amendment may be executed in one or more counterparts, all
of which together shall constitute the same instrument.
(c) All other terms and provisions of the Agreement not amended
herein shall remain in full force and effect. In the event of a
conflict between the Agreement and the Amendment it is understood
and agreed that the provisions of this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized officers, as of the day and year first
written above.
DIVERSIFIED INVESTMENT ADVISORS, INC. WELLINGTON MANAGEMENT COMPANY, LLP
By: By:
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Name: Name:
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Title: Title:
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SCHEDULE B
The Subadvisor shall be compensated for its services under this Agreement on the
basis of the below-described annual fee schedule. The fee schedule shall only be
amended by agreement between the parties.
FEE SCHEDULE
0.50% OF NET ASSETS
Net assets are equal to the market value of the portion of the Portfolio
allocated to the Subadvisor. Fees will be calculated by multiplying the
arithmetic average of the beginning and ending monthly net assets for each
calendar month by the fee schedule and dividing by twelve. The fee for each
calendar quarter will be paid quarterly in arrears.
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