Exhibit 23(d)43
Active Bond Fund
SUB-MANAGEMENT AGREEMENT
AMONG
XXXX XXXXXXX VARIABLE SERIES TRUST I
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
AND
XXXX XXXXXXX LIFE INSURANCE COMPANY
SUB-MANAGEMENT AGREEMENT
AGREEMENT made as of August 1, 2003 by and among Xxxx Xxxxxxx Variable
Series Trust I, a Massachusetts business trust (the "Trust"), Pacific Investment
Management Company LLC, a Delaware limited liability company ("Sub-Manager"),
and Xxxx Xxxxxxx Life Insurance Company, a Massachusetts corporation ("JHLICO").
WHEREAS, the Trust is organized and is engaged in business as an open-end
management investment company and is so registered under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, JHLICO and Sub-Manager are each engaged in the business of
rendering investment advice under the Investment Advisers Act of 1940, as
amended; and
WHEREAS, the Trust is authorized to issue its shares in separate classes,
with each such class representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Trust offers shares in several classes, one of which is
designated as the Active Bond Fund (together with all other classes established
by the Trust, collectively referred to as the "Funds"), each of which pursues
its investment objectives through separate investment policies; and
WHEREAS, the Trust has retained JHLICO to render investment management
services to the Trust pursuant to an investment management agreement dated as of
April 12, 1988 (the "Investment Management Agreement"), pursuant to which it may
contract with one or more sub-managers with respect to the Active Bond Fund.
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT OF SUB-MANAGER
(a) Subject Fund. Sub-Manager is hereby appointed and Sub-Manager hereby
accepts the appointment to act as an investment adviser and manager to the
Active Bond Fund (the "Subject Fund") for the period and on the terms herein set
forth, and for the compensation herein provided.
(b) Incumbency Certificates. Sub-Manager shall furnish to JHLICO,
immediately upon execution of this Agreement, a certificate of a senior officer
of Sub-Manager setting forth (by name and title, and including specimen
signatures) those officers of Sub-Manager who are authorized to give
instructions for the Subject Fund pursuant to the provisions of this Agreement.
Sub-Manager shall promptly provide supplemental certificates in connection with
each additional Subject Fund (if any) and further supplemental certificates, as
needed, to reflect all changes with respect to such authorized officers for any
Subject Fund. On behalf of the Trust, JHLICO shall instruct the custodian for
the Subject Fund to accept instructions with respect to the Subject Fund from
the officers of Sub-Manager so named.
(c) Independent Contractor. Sub-Manager shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or be deemed an agent of
the Trust.
(d) Sub-Manager's Representations. Sub-Manager represents, warrants and
agrees (i) that it is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and that it will remain so registered and will
comply with the requirements of said Act, and the rules and regulations
thereunder, at all times while this Agreement remains in effect, (ii) that it
will promptly notify JHLICO if the foregoing representation and agreement shall
cease to be true in any material respect at any time during the term of this
Agreement, (iii) that it will promptly notify JHLICO of any material change in
the ownership of Sub-Manager or of any change in personnel responsible for
managing the Subject Fund, (iv) that it has adopted a code of ethics complying
with the requirements of Section 17(j) and Rule 17j-1 under the 1940 Act and
will amend such code, or adopt a supplementary code of ethics, to the extent
required under Section 406 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules
promulgated thereunder, and has and will provide true and complete copies of
each such code to the Trust and to JHLICO, and has and will adopt procedures
designed to prevent violations of any such codes, (v) that it has furnished the
Trust and JHLICO each with a copy of Sub-Manager's Form ADV, Part II, as most
recently filed with the Securities and Exchange Commission ("SEC"), and will
promptly furnish copies of each future amendment thereto; (vi) that it has
furnished the Trust and JHLICO each with a copy of its Disclosure Document,
dated March 31, 2003, as amended May 30, 2003, on file with the Commodity
Futures Trading Commission; and (vii) that it presently maintains, and shall
continue to maintain as long as this Agreement is in effect, sufficient
Directors & Officers, Errors & Omissions and fidelity bond insurance coverages
to provide coverage to JHLICO, the Trust and the Subject Fund for any claims or
losses arising from, or in connection with, the activities of Sub-Manager and
its officers and employees with respect to the Subject Fund.
2. PROVISION OF INVESTMENT MANAGEMENT SERVICES.
Sub-Manager will provide for the Subject Fund's assets as may be designated
to it by JHLICO from time to time (the "Subject Assets") a continuing and
suitable investment program consistent with the investment objectives, policies,
guidelines and restrictions of said Fund, as established by the Trust and
JHLICO. From time to time, JHLICO or the Trust may provide Sub-Manager with
additional or amended investment policies, guidelines and restrictions.
Sub-Manager, as sub-investment manager, will manage the investment and
reinvestment of the Subject Assets, and perform the functions set forth below,
(i) subject to the overall supervision, direction, control and review of JHLICO
and the Board of Trustees of the Trust, and (ii) consistent with the applicable
investment objectives, policies, guidelines and restrictions, the provisions of
the Trust's Declaration of Trust, By-laws, prospectus, statement of additional
information (each as in effect from time to time), the 1940 Act and all other
applicable laws and regulations. In the event that, in addition to Sub-Manager,
other investment advisers or sub-managers are appointed by the Trust or JHLICO
to render investment advisory services to the Subject Fund, JHLICO and the Trust
each acknowledges and agrees that Sub-Manager will not be held responsible for
such other investment advisers' or sub-managers' compliance with policies and
limitations applicable to the Subject Fund. The Sub-Manager shall have no
responsibility under this Agreement with respect to the management of assets of
the Trust other than the Subject Assets.
By its signature below, Sub-Manager acknowledges receipt of a copy of the
Trust's Declaration of Trust, By-laws, prospectus, and statement of additional
information, each as in effect on the date of this Agreement.
Sub-Manager will, at its own expense:
(a) upon request, furnish the Trust with research, economic and statistical
data in connection with the investments and investment policies of the Subject
Assets;
(b) submit such reports and information as JHLICO or the Trust's Board of
Trustees may reasonably request in order to assist the custodian in its
determination of the market value of the Subject Assets;
(c) place orders for purchases, exchanges and sales of portfolio
investments for the Subject Assets and, in connection therewith, execute any and
all documents as attorney-in-fact for the Subject Fund as may reasonably be
necessary, desirable, or convenient and consistent with the investment
objectives, policies, guidelines and restrictions of said Fund;
(d) give instructions to the Subject Fund's custodian concerning the
delivery of securities and transfer of cash for the Subject Assets;
(e) maintain and preserve the records relating to its activities hereunder
required by the 1940 Act to be maintained and preserved by the Trust, to the
extent not maintained by the custodian, transfer agent or JHLICO;
(f) at or prior to the close of business each day, provide the custodian
and JHLICO's Fund Operations unit with trade information for each transaction
effected for the Subject Assets, and promptly provide to the custodian
information on all brokerage or dealer confirmations;
(g) as soon as practicable following the end of each calendar month,
provide JHLICO with information on all transactions effected for the Subject
Assets during the month, a summary listing all investments comprising the
Subject Assets as of the last day of the month, and such other information as
JHLICO may reasonably request in connection with the accounting services that
JHLICO provides for the Subject Fund; and
(h) absent specific instructions to the contrary provided to it by JHLICO
and subject to its receipt of all necessary voting materials, vote all proxies
with respect to investments of the Subject Assets in accordance with
Sub-Manager's proxy voting policy as most recently provided to JHLICO.
On its own initiative, Sub-Manager will apprise JHLICO and the Trust of
important political and economic developments materially affecting the
marketplace or the Subject Assets, and will furnish JHLICO and the Trust's Board
of Trustees from time to time such information as is appropriate for this
purpose. An account manager of Sub-Manager assigned to this relationship shall
be available to meet in Boston, Massachusetts or other reasonable locations as
often as quarterly to discuss the Subject Assets and Sub-Manager's management
thereof and shall make the portfolio manager responsible for management of the
Subject Assets (or in his absence, a member of Sub-Manager's portfolio
management team familiar with Subject Fund and the Subject Assets) available to
meet on an annual basis in Boston, Massachusetts. Sub-Manager will also make
qualified personnel available in Boston or other reasonable locations upon
reasonable request to educate JHLICO sales personnel with respect thereto, and
for such other purposes as the Trust or JHLICO may request.
The Trust and JHLICO will provide timely information to Sub-Manager
regarding such matters as purchases and redemptions of shares in the Subject
Fund and the
cash requirements of, and cash available for investment in, the Subject Assets.
JHLICO will timely provide Sub-Manager with monthly accounting statements for
the Subject Assets, and such other information (including, without limitation,
reports concerning the classification of Subject Fund securities for purposes of
Subchapter M of the Internal Revenue Code and Treasury Regulations Section
1.817) as may be reasonably necessary for Sub-Manager to perform its
responsibilities hereunder.
3. ALLOCATION OF EXPENSES.
Each party to this Agreement shall bear the costs and expenses of
performing its obligations hereunder. In this regard, the Trust specifically
agrees to assume the expense of:
(a) brokerage commissions for transactions in the portfolio investments of
the Trust and similar fees and charges for the acquisition, disposition, lending
or borrowing of such portfolio investments;
(b) custodian fees and expenses;
(c) all taxes, including issuance and transfer taxes, and reserves for
taxes payable by the Trust to federal, state or other governmental agencies; and
(d) interest payable on the Trust's borrowings.
Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Trust and JHLICO in the Investment Management Agreement
or any other agreement to which they are parties.
4. SUB-MANAGEMENT FEES.
For all of the services rendered with respect to the Subject Fund as
herein provided, JHLICO shall pay to Sub-Manager a fee (for the payment of which
the Trust shall have no obligation or liability), based on the Current Net
Assets of the Subject Assets, as set forth in Schedule I attached hereto and
made a part hereof. Such fee shall be accrued daily and payable monthly, as soon
as practicable after the last day of each calendar month. In the case of
termination of this Agreement, the fee with respect to the Subject Assets
accrued to but excluding the date of termination shall be paid promptly
following such termination. For purposes of computing the amount of
sub-management fee accrued for any day, "Current Net Assets" shall mean the net
assets of the Subject Assets as of the most recent preceding day for which the
Subject Fund's net assets were computed.
From the effective date of said Schedule I, the fees paid by JHLICO shall not
exceed the lowest rate of fees paid by any other investment advisory client of
Sub-Manager, except where such other client has materially dissimilar investment
style, servicing requirements or investment discretion or has a significantly
higher value of assets being managed by Sub-Manager or such assets are derived
from a special market for which Sub-Manager charges lower fees generally or such
assets are managed entirely pursuant to a performance fee schedule.
5. PORTFOLIO TRANSACTIONS.
In connection with the investment and reinvestment of the Subject Assets,
Sub-Manager will place purchase and sell orders for the Subject Fund with or
through such banks, brokers, dealers or other firms dealing in securities
("Brokers") as it determines, which may include Brokers that are affiliated
persons of Sub-Manager, provided such orders are exempt from the provisions of
Section 17(a), (d) and (e) of the 1940 Act. Sub-Manager is authorized to select
the Brokers that will execute purchase and sale transactions for the Subject
Fund and to use its best efforts to obtain the best available price and most
favorable execution in relation to the services received on behalf of the
Subject Fund with respect to all such purchases and sales of portfolio
securities for said Subject Assets. The Sub-Manager shall maintain records
adequate to demonstrate compliance with this requirement. Subject to this
primary requirement, and maintaining as its first consideration the benefits to
the Subject Fund and its shareholders, Sub-Manager shall have the right subject
to the control of the Board of Trustees, and to the extent authorized by the
Securities Exchange Act of 1934, to follow a policy of selecting Brokers who
furnish brokerage and research services to the Subject Fund or to Sub-Manager,
and who charge a higher commission rate to the Subject Fund than may result when
allocating brokerage solely on the basis of seeking the prices which are
advantageous to the Subject Fund; provided, however, that any such higher
commission rate shall be reasonable and no less advantageous to the Subject
Fund. Sub-Manager shall determine in good faith that such higher cost was
reasonable in relation to the value of the brokerage and research services
provided to the Subject Fund and JHLICO. In selecting Brokers, Sub-Manager may
also consider the reliability, integrity and financial condition of the Broker,
and the size of and difficulty in executing the order.
Sub-Manager will not receive any tender offer solicitation fees or similar
payments in connection with the tender of investments of any Fund.
6. OWNERSHIP OF INFORMATION, RECORDS, AND CONFIDENTIALITY.
The Trust shall own and control all records maintained hereunder by
Sub-Manager on the Trust's behalf and, in the event of termination of this
Agreement for any reason, all records relating to the Subject Assets shall be
promptly returned to the Trust, free from any claim or retention of rights by
Sub-Manager, provided that (subject to the last paragraph of this Section 6)
Sub-Manager may retain copies of such records. Sub-Manager also agrees, upon
request of the Trust, promptly to surrender such books and records or, at its
expense, copies thereof, to the Trust or to make such books and records
available for audit or inspection at Sub-Manager's business offices, at any time
during normal business hours upon reasonable prior notice, by representatives of
regulatory authorities or other persons reasonably designated by the Trust.
Sub-Manager further agrees to maintain, prepare and preserve such books and
records in accordance with the 1940 Act and rules thereunder, including but not
limited to Section 31 and Rules 31a-1 and 31a-2, to the extent such records are
not maintained by the custodian, transfer agent or JHLICO, and to supply all
information requested by any securities and insurance regulatory authorities to
determine whether all securities laws and regulations are being complied with.
Sub-Manager shall supply the Board of Trustees and officers of the Trust and
JHLICO with all statistical information regarding investments and reinvestments
of the Subject Assets which is reasonably required by them and reasonably
available to Sub-Manager.
Sub-Manager shall not disclose or use any records or information obtained
pursuant hereto in any manner whatsoever except as expressly authorized herein,
and will keep confidential any information obtained pursuant hereto, and
disclose such information only if the Trust has authorized such disclosure, or
if such disclosure is expressly required by applicable federal or state
regulatory authorities.
7. LIABILITY; STANDARD OF CARE.
No provision of this Agreement shall be deemed to protect Sub-Manager or JHLICO
against any liability to the Trust or its shareholders to which it might
otherwise be subject by reason of any willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of its
obligations and duties under this Agreement or the Investment Management
Agreement; or any failure to comply with section 1(d)(i), (ii), (iii), (iv) or
(vi) of this Agreement. Nor shall any provision hereof be deemed to protect any
trustee or officer of the Trust against any such liability to which he or she
might otherwise be subject by reason of any willful misfeasance, bad faith or
gross negligence in the performance of his or her duties or the reckless
disregard of his or her obligations and duties. Sub-Manager shall employ only
qualified personnel to manage the Subject Assets; shall comply with all
applicable laws and regulations in the discharge of its duties under this
Agreement; shall (as provided in Section 2 above) comply with the investment
objectives, policies, guidelines and restrictions of the Subject Fund and with
the provisions of the Trust's Declaration of Trust, By-laws, prospectus and
statement of additional information or any supplements thereto; shall manage the
Subject Fund as a regulated investment company in accordance with subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury
Regulations Section 1.817-5(b); shall act at all times in the best interests of
the Trust; and shall discharge its duties with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of a
similar enterprise. However, Sub-Manager shall not be deemed by virtue of this
Agreement to have made any representation or warranty that any level of
investment performance or level of investment results will be achieved.
8. IN-KIND SECURITIES
The Trust may desire to include within the Subject Assets certain "in-kind"
securities (the "In-Kind Securities"). In such event, a list of the In-Kind
Securities to be transferred to the Subject Assets shall be provided by the
custodian to Sub-Manager.
The Trust acknowledges and agrees that some or all of the In-Kind Securities may
have value for the Subject Fund and it may be in the Trust's best interest to
retain them, but in order to comply with the investment objectives or strategies
of the Subject Assets, some or all of such assets may be liquidated at such
times and in such manner as is deemed appropriate by Sub-Manager and the
proceeds be invested in compliance with the investment objectives of the Subject
Fund.
The Trust acknowledges and agrees that Sub-Manager will use its reasonable
efforts to obtain the best execution. However, there can be no assurances that
Sub-Manager will or can obtain the best execution. Sub-Manager will not be
liable to the Trust for the prices obtained in connection with any sale of the
In-Kind Securities and the Trust acknowledges that such prices may in fact be
much lower than the prices at which such In-Kind Securities are presently
carried in the Trust's account. Sub-Manager shall maintain a log of all
transactions placed through all securities brokerage firms including the name of
the firm, a description of each transaction, the date of each transaction and
the amount or commissions paid.
Sub-Manager shall invest the proceeds from the sale of the assets, together with
any assets remaining unsold, in accordance with the investment guidelines of the
Subject Fund. In the event any assets contributed in-kind into the Subject
Assets are not compliant with the investment guidelines for the Subject Fund,
the Trust acknowledges and agrees that Sub-Manager can continue to hold such
assets in the Subject Assets without regard to the Trust's investment guidelines
for the Subject Fund.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) Duration. This Agreement shall become effective on August 1, 2003 and,
unless terminated as herein provided, this Agreement shall remain in full force
and effect for two years from the date hereof and shall continue in full force
and effect thereafter so long as such continuance is approved at least annually
(i) by either the Board of Trustees of the Trust or by vote of a majority of the
outstanding voting shares of the Subject Fund, and (ii) in either event by the
vote of a majority of the trustees of the Trust who are not parties to this
Agreement or "interested persons" of any such party, cast in person at a meeting
called for the purpose of voting on such approval. Any approval of this
Agreement by the holders of a majority of the outstanding shares of the Subject
Fund shall be effective to continue this Agreement notwithstanding that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise.
The terms "assignment," "vote of a majority of the outstanding shares" and
"interested person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and rules thereunder.
(b) Termination. This Agreement may be terminated at any time, without
payment of any penalty, by the Trust pursuant to a vote of the Trustees of the
Trust or by a vote of a majority of the outstanding shares of the Subject Fund,
which termination shall be effective immediately upon delivery of written notice
thereof to Sub-Manager and JHLICO. This Agreement may be terminated by
Sub-Manager on at least ninety days' prior written notice to the Trust and
JHLICO, and may be terminated by JHLICO on at least ninety days' prior written
notice to the Trust and Sub-Manager.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment or if the Investment
Management Agreement is terminated.
10. SERVICES NOT EXCLUSIVE; USE OF SUB-MANAGER'S NAME AND LOGO.
The services of Sub-Manager to the Trust are not to be deemed exclusive and
the Sub-Manager shall be free to render similar services to others so long as
its services hereunder are not impaired thereby. It is specifically understood
that partners, officers and employees of Sub-Manager and of its subsidiaries and
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, and other
investment advisory clients.
During the term of this Agreement, subject to Sub-Manager's consent (which
consent shall not be unreasonably withheld and which may be presumed unless an
objection is made to a proposed use as hereinafter provided), JHLICO and the
Trust shall have the non-exclusive and non-transferable right to use
Sub-Manager's name and logo in all materials
relating to the Subject Fund, including all prospectuses, proxy statements,
reports to shareholders, sales literature and other written materials prepared
for distribution to shareholders of the Trust or the public. However, prior to
printing or distributing any materials which refer to Sub-Manager, JHLICO shall
consult with Sub-Manager and shall furnish to Sub-Manager a copy of such
materials. Sub-Manager agrees to cooperate with JHLICO and to review such
materials promptly. JHLICO shall not print or distribute such materials if
Sub-Manager reasonably objects in writing, within five (5) business days of its
receipt of such copy (or such other time as may be mutually agreed), to the
manner in which its name and logo are to be used.
Sub-Manager will not consult with any other sub-manager to the Subject Fund
or to any other Fund of the Trust concerning transactions of the Subject Assets
in securities or other assets, except as such consultations may be reasonably
necessary in order to ensure compliance with paragraphs (a) and (b) of Rule
12d3-1 under the 1940 Act.
11. AVOIDANCE OF INCONSISTENT POSITION.
In connection with the purchase and sale of portfolio securities of the
Subject Assets, Sub-Manager and its partners, officers and employees will not
act as principal or agent or receive any commission. Nothing in this Agreement,
however, shall preclude the combination of orders for the sale or purchase of
portfolio securities of the Subject Assets with those for other accounts managed
by Sub-Manager or its affiliates, if orders are allocated in a manner deemed
equitable by Sub-Manager among the accounts and at a price approximately
averaged.
12. ENTIRE AGREEMENT; AMENDMENT.
This Agreement constitutes the entire agreement between the parties and
supersedes in their entirety all prior agreements between the parties with
respect to the subject matter hereof. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing. No amendment of this Agreement shall be effective until approved
specifically by (a) the Board of Trustees of the Trust, or by vote of a majority
of the outstanding shares of the Subject Fund, and (b) by vote of a majority of
those trustees of the Trust who are not interested persons of any party to this
Agreement cast in person at a meeting called for the purpose of voting on such
approval.
13. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the trustees, shareholders, officers, agents or
employees of the Trust personally, but only bind the trust property of the
Trust, as provided in the Trust's Declaration of Trust.
14. NOTICES
Notices and other communications required or permitted under this Agreement
shall be in writing, shall be deemed to be effectively delivered when actually
received, and may be delivered by US mail (first class, postage prepaid), by
facsimile transmission, by hand or by commercial overnight delivery service,
addressed as follows:
SUB-MANAGER:
Pacific Investment Management Company LLC
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: Chief Legal Officer
cc: Xxxxx X. Xxxxx, Senior Vice President
Fax #: 000-000-0000
JHLICO: Xxxx Xxxxxxx Life Insurance Company
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Fax #: 000-000-0000
TRUST: Xxxx Xxxxxxx Variable Series Trust I
000 Xxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Fax #: 000-000-0000
15. GOVERNING LAW.
This agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act and
rules thereunder.
16. ASSIGNMENT.
This Agreement may not be assigned by any party, either in whole or in
part, without the prior written consent of the other parties; provided, however,
that any assignment that results in a change of actual control or management of
Sub-Manager or of the investment manager of the Subject Fund (within the meaning
of Rule 2a-6 under the 0000 Xxx) shall terminate this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day first set forth above.
ATTEST: XXXX XXXXXXX VARIABLE SERIES
TRUST I
/s/Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxx Xxxx
Name: Xxxxxxx X. Xxx Xxxx
Title: President and CEO
ATTEST: XXXX XXXXXXX LIFE INSURANCE COMPANY
/s/Xxxxxx X. Xxxxxxx By:/s/Xxxxxx X. Xxxxxxx
-------------------------------------- -------------------------------------
Name:Xxxxxx X. Xxxxxxx
Title: Senior Vice President & Chief
Investment Strategist
ATTEST: PACIFIC INVESTMENT
MANAGEMENT COMPANY LLC
/s/Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Benz
-------------------------------------- ------------------------------------
Name: Xxxxxxx X. Benz
Title: Managing Director
SCHEDULE I
FEES
----
(Effective August 1, 2003)
For the Subject Assets of the Active Bond Fund:
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Current Net Assets Under Management Sub-Management Fee
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On all Subject Assets 25 basis points (0.25%) per annum
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