INVESTMENT SUBADVISORY AGREEMENT
GROWTH AND INCOME PORTFOLIO
THIS AGREEMENT, made as of this 6th day of July, 1999 is between JEFFERSON
PILOT INVESTMENT ADVISORY CORPORATION, a Tennessee corporation with offices at
Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx, 00000 (the "Investment Manager") and
Credit Suisse Asset Management, LLC, ("Subadviser") a Delaware limited liability
company with offices at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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 and
variable annuity contracts under which income, gains, losses, whether or not
realized, from assets allocated to such accounts are, in accordance with the
Policies and Contracts, 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 Growth and Income Portfolio (the
"Portfolio") in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained the Investment Manager and the Subadviser hereby agree as
follows:
1. Appointment of the Subadviser. The 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 may execute account documentation, agreements, contracts and
other documents as the Subadviser may be requested by brokers, dealers,
counterparts and other persons in connection with the Subadviser' s management
of the assets of the Portfolio, provided that the Subadviser receives the
express agreement and consent of the Investment Manager and/or the Fund's Board
of Directors to execute such documentation, agreements, contracts and other
documents. In such respect, and only for this limited purpose, the Subadviser
shall act as the Investment Manager and/or the Fund's agent and
attorney-in-fact.
2. DUTIES OF THE SUBADVISER. The Subadviser hereby agrees, subject to
the supervision of the Investment Manager and the Board of Directors of the
Fund, (1) to act as the Subadviser of the Portfolio, (2) to manage the
investment and reinvestment of the assets of the Portfolio for the period and on
the terms and conditions set forth in this Agreement, and (3) during the term
hereof, to render the services and to assume the obligations herein set forth in
return for the compensation provided for herein and to bear all expenses of its
performance of such services and obligations.
3. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE FUND
A. The Subadviser will manage the investment and reinvestment of
the assets of the Portfolio and determine the composition of the assets of the
Portfolio, subject always to the direction and control of the Directors of the
Fund and the 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 economic, statistical,
financial, and other information affecting the economy generally and individual
companies or industries, the securities of which are included in the Portfolio
or are under consideration for inclusion in the Portfolio;
(ii) formulate and implement a continuous investment program
for the Portfolio (a) consistent with the investment objectives, policies, and
restrictions of the Portfolio as stated in the Fund's Agreement and Articles of
Incorporation, Bylaws, and such Portfolio's currently effective Prospectus and
Statement of Additional Information ("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
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Subchapters M and L of the Internal Revenue Code of 1986, as amended, and
requirements applicable to registered investment companies under applicable
laws;
(iii) take whatever steps are necessary to implement the
investment 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;
(v) assist in the determination of the fair value of certain
portfolio securities when market quotations are not readily available for the
purpose of calculating the Portfolio's net asset value in accordance with
procedures and methods established by the Directors of the Fund;
(vi) establish appropriate interfaces with the Fund's
Investment Manager in order to provide such Investment Manager with all
necessary information requested by the Manager.
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 promptly to provide the
Subadviser with all amendments or supplements to the Registration Statement, the
Fund's Agreement and Articles of Incorporation, and Bylaws;
(ii) the 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;
(iii) the Investment Manager agrees to provide or cause to be
provided to the Subadviser with such assistance as may be reasonably requested
by the Subadviser in connection with its activities pertaining to the Portfolio
under this Agreement, including, without limitation, information concerning the
Portfolio, its available funds, or funds that may reasonably become available
for investment, and information as to the general condition of the Portfolio's
affairs;
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(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
Investment 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 Subadviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolio (excluding that
necessary for the determination of net asset value and shareholder accounting
services). The Subadviser shall not be obligated to pay any expenses of or for
the Portfolio not expressly assumed by the Subadviser pursuant to this
Section 3.
D. The Subadviser will select brokers and dealers to effect all
portfolio transactions subject to the conditions set forth herein. The
Subadviser will place all necessary orders with brokers, dealers, or issuers,
and will negotiate brokerage commissions if applicable. The Subadviser is
directed at all times to seek to execute brokerage transactions for the
Portfolio in accordance with such policies or practices as may be established by
the Board of Directors and described in the Fund's currently effective
Prospectus and SAI, as amended from time to time. In placing orders for the
purchase or sale of investments for the Portfolio, in the name of the Portfolio
or its nominees, the Subadviser shall use its best efforts to obtain for the
Portfolio the most favorable price and best execution available, considering all
of the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement.
Subject to the appropriate policies and procedures approved by the Board
of Directors, the Subadviser may, to the extent authorized by Section 28(e) of
the Securities and Exchange Act of 1934, cause the Portfolio to pay a broker or
dealer that provides brokerage or research services to the Investment Manager,
the Subadviser, or the Portfolio an amount of commissions for effecting a
portfolio transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Subadviser
determines, in good faith, that such amount of commission is reasonable in
relationship to the value of such brokerage or research services provided viewed
in terms of that particular transaction or the Subadviser' s overall
responsibilities to the Portfolio or its other advisory clients. To the extent
authorized by said Section 28(e) and the Fund's Board of Directors, the
Subadviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of such action. In
addition, subject to seeking the most favorable price and best execution
available, the Subadviser may also consider sales of shares of the Fund as a
factor in the selection of brokers and dealers.
4
E. On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other clients of
the Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Subadviser in accordance with applicable
guidelines approved by the Board of Directors and forwarded to the Subadviser,
or, absent any applicable guidelines in the manner the Subadviser considers to
be the most equitable and consistent with its fiduciary obligations to the
Portfolio and to its other clients over time. It is recognized that in some
cases this practice may adversely affect the price paid or received by the
Portfolio or the size of the position obtainable for, or disposed of by, the
Portfolio.
F. The Subadviser will maintain all accounts, books and records with
respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder.
4. COMPENSATION OF THE SUBADVISER. The Investment Manager will pay the
Subadviser, with respect to the Portfolio, the compensation specified in
Appendix A to this Agreement. Payments shall be made to the Subadviser by the
fifth business day of each month; however, this advisory fee will be calculated
on the daily average value of the Portfolio's assets and accrued on a daily
basis. 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 act
as investment manager to various investment companies and as fiduciary for other
managed accounts. The Subadviser shall, for all purposes herein, be deemed to be
an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or Investment Manager other
than in furtherance of its duties and responsibilities as set forth in this
Subadvisory Agreement.
6. BOOKS AND RECORDS. The Subadviser agrees that all books and records
which it maintains for the Fund are the Fund's property, and, in the event of
termination of this Agreement for any reason, the Subadviser agrees promptly to
return to the Fund, free from any claim or retention of rights by the
Subadviser, all records relating to the Portfolio. The Subadviser also agrees
upon request of the Investment Manager or the Fund, promptly to surrender the
books and records to either party or make the book and records available for
inspection by representatives of regulatory authorities. In connection with its
duties hereunder, the Subadviser further agrees to maintain, prepare and
preserve books and records in accordance with the Investment Company Act and
rules thereunder, including but not limited to, Rule 3la-1 and 31a-2.
5
The Subadviser will use records or information obtained under this
Agreement only for the purposes contemplated hereby, and will not disclose such
records or information in any manner other than expressly authorized by the
Fund, or if disclosure is expressly required by applicable federal or state
regulatory authorities or by this Agreement. The Subadviser will furnish any
informational reports requested by any state insurance commissioner.
7. REPRESENTATIONS AND WARRANTIES BY THE INVESTMENT MANAGER AND THE
SUBADVISER. The Investment Manager and the Subadviser each hereby represents and
warrants to the other that:
A. it is registered as an investment adviser under the
Advisers Act;
B. it is a corporation or other entity duly organized and validly
existing under the laws of its state of incorporation or organization with the
power to own and possess its assets and carry on its business as it is now being
conducted;
C. the execution, delivery and performance of this Agreement by
such party are within such party's powers and have been duly authorized by all
necessary action and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of such party for
the execution, delivery and performance of this Agreement by such party and such
execution, delivery and performance by such party do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) such party's governing instruments and (iii) any material
agreement, judgment, injunction, order, decree or other instrument binding upon
such party; and
D. the Form ADV of such party previously provided to the other
party is a true and complete copy of the form filed with the
Securities and Exchange Commissions (the "SEC") and the
information contained therein is accurate and complete in all
material respects. The Investment Manager acknowledges that it
received a copy of the Subadviser's Form ADV more than 48
hours prior to the execution of this Agreement.
The Investment Manager or Subadviser shall promptly notify the other in writing
upon becoming aware that any of the foregoing representations and warranties
made by such party are no longer true.
8. REPRESENTATIONS AND WARRANTIES ON BEHALF OF THE FUND AND THE
PORTFOLIO. The Investment Manager hereby represents and warrants, on behalf of
the Fund and the Portfolio, that:
A. the Fund is registered as an investment company under the Investment
Company Act and the Portfolio's shares are registered under the Securities Act
of 1933, as amended (the "Securities Act");
B. the Fund, on behalf of the Portfolio, has filed a notice of
exemption pursuant to Rule 4.5 under the Commodity Exchange Act with the
Commodity Futures Trading Commission and the National Futures Association.
6
The Investment Manager, on behalf of the Fund and Portfolio, shall promptly
notify the Subadviser in writing upon becoming aware that any of the foregoing
representations and warranties made by such party are no longer true.
10. LIABILITY. Neither the Subadviser nor any of its affiliates,
directors, officers, or employees shall be liable to the Investment Manager, the
Fund or any shareholder thereof or any service provider to any Portfolio of the
Fund for any loss suffered by the Investment Manager, the Fund or any
shareholder thereof or any service provider to any portfolio resulting from its
acts or omissions as Subadviser to the Portfolio, except for losses resulting
from willful misconduct, bad faith or gross negligence in the performance of, or
from reckless disregard of, the duties of the Subadviser or any of its
affiliates, directors, officers or employees. The Subadviser, its affiliates,
directors, officers or employees shall not be liable to the Investment Manager
or the Fund for any loss suffered as a consequence of any action or inaction of
other service providers to the Fund, provided such action or inaction of such
other service providers to any Portfolio of the Fund is not a result of the
willful misconduct, bad faith or gross negligence in the performance of, or from
reckless disregard of, the duties of the Subadviser under this Agreement.
11. INDEMNIFICATIONS.
A. The Investment Manager shall indemnify the Subadviser and its
affiliates, officers, directors, employees, agents, legal representatives and
persons controlled by it (which shall not include the Fund or any portfolio
thereof) (collectively, "Subadviser Related Persons") to the fullest extent
permitted by law against any and all loss, damage, judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees
(collectively "Losses"), incurred by the Subadviser or Subadviser Related
Persons arising from or in connection with this Agreement or the performance by
the Subadviser or Subadviser Related Persons of its or their duties hereunder so
long as such Losses arise out of the Investment Manager's gross negligence,
willful misconduct or bad faith, in performing its responsibilities hereunder or
under its agreements with the Fund or the gross negligence, willful misconduct
or bad faith of any service provided to any portfolio of the Fund, including
without limitation, such Losses arising under any applicable law or that may be
based upon any untrue statement of a material fact contained in the Fund's
registration statement, or any amendment thereof or any supplement thereto, or
the omission to state therein a material fact known or which should have been
known and was 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 Investment Manager or the Fund by the
Subadviser or any Subadviser Related Person specifically for inclusion in the
registration statement or any amendment or supplement thereto, except to the
extent any such Losses referred to in this paragraph A (i.e., paragraph A.)
result from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Subadviser or a Subadviser Related Person in the
performance of any of its duties under, or in connection with, this Agreement.
7
B. The Subadviser shall indemnify the Investment Manager and its
controlling persons, officers, directors, employees, agents, legal
representatives and persons controlled by it (which shall not include the Fund
or any Portfolio) (collectively, "Investment Manager Related Persons") to the
fullest extent permitted by law against any and all Losses incurred by the
Investment Manager or Investment Manager Related Persons arising from or in
connection with this Agreement or the performance by the Investment Manager or
Investment Manager Related Persons of its or their duties hereunder so long as
such Losses arise out of the Subadviser's gross negligence, willfull misconduct
or bad faith in performing its responsibilities hereunder, including, without
limitation, such Losses arising under any applicable law or that may be based
upon any untrue statement of a material fact contained in the Fund's
registration statement, or any amendment thereof or any supplement thereto or
the omission to state therein a material fact known or which should have been
known and was required to be stated therein or necessary to make the statement
therein not misleading, provided that such statement or omission was made in
reliance upon written information furnished by the Subadviser or Subadviser
Related Person to the Investment Manager or the Fund, except to the extent any
such Losses referred to in this paragraph B (i.e., paragraph B.) result from
willful misfeasance, bad faith, gross negligence or reckless disregard on the
part of the Investment Manager or a Investment Manager Related Person in the
performance of any of its duties under, or in connection with, this Agreement.
C. The indemnifications provided in this Section shall survive the
termination of this Agreement.
12. RELIANCE ON DOCUMENTS. The Board of Directors of the Fund or its
officers or agent will provide timely information to the Subadviser regarding
such matters as purchases and redemptions of shares in the Portfolio, the cash
requirements, and cash available for investment in the Portfolio, and all other
information as may be reasonably necessary or appropriate in order for the
Subadviser to perform its responsibilities hereunder.
Neither the Fund nor the Investment Manager, nor their respective
designees or agents, shall use any material describing or identifying the
Subadviser or its affiliates without the prior consent of the Subadviser. Any
material utilized by the Fund, the Investment Manager or their respective
designees or agents which contain information as to the Subadviser and/or its
affiliates shall be submitted to the Subadviser for approval prior to use, not
less than five (5) business days before such approval is requested.
The Investment Manager has herewith furnished the Subadviser copies of the
Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect
and agrees during the continuance of the Agreement to furnish the Subadviser
copies of any amendments or supplements thereto before or at the time the
amendments or supplements become effective. The Subadviser will be entitled to
rely on all such documents furnished to it by the Investment Manager or the
Fund.
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13. DURATION AND TERMINATION OF THE AGREEMENT. This Subadvisory
Agreement shall become effective as of the date first written above and remain
in force until July 5, 2001. Thereafter, it shall continue in effect from year
to year, but only so long as such continuance is specifically approved at least
annually by (a) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding voting securities of the Portfolio, and (b) a majority of
those directors who are not parties to this Subadvisory Agreement, not
interested persons of any party to this Subadvisory Agreement, cast in person at
a meeting called for the purpose of voting on such approval. This Agreement may
be terminated, without the payment of any penalty, by the Board of Directors of
the Fund, by a vote of a majority of the outstanding shares of the Portfolio, or
by the Investment Manager on sixty days' written notice to the Subadviser, or by
the Subadviser on sixty days' written notice to the Fund or the Investment
Manager. Termination by the Board of Directors or by the Investment Manager
shall be subject to shareholder approval to the extent legally required. This
Agreement shall automatically terminate in the event of its assignment or in the
event of termination of the Investment Management Agreement.
14. AMENDMENTS OF THE AGREEMENT. Except to the extent permitted by the
Investment Company Act or the rules or regulations thereunder or pursuant to any
exemptive relief granted by the Securities and Exchange Commission ("SEC"), this
Agreement may be amended by the parties only if such amendment, if material, is
specifically approved by the vote of a majority of the outstanding voting
securities of the Portfolio (unless such approval is not required by Section 15
of the Investment Company Act as interpreted by the SEC or its staff) and by the
vote of a majority of the Independent Directors cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to the Portfolio if a majority of the
outstanding voting securities of the Portfolio vote to approve the amendment,
notwithstanding that amendment may not have been approved by a majority of the
outstanding voting securities of any other portfolio affected by the amendment
or all the portfolios of the Fund.
15. DEFINITIONS. The terms "assignment", "interested person", and
"majority of the outstanding voting securities", when used in this Agreement,
shall have the respective meaning specified under the Investment Company Act and
the rules thereunder.
16. 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:
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Facsimile: (000) 000-0000
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(b) If to the Investment Manager:
Jefferson Pilot Investment Advisory Corporation
Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Facsimile (000) 000-0000
17. GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New Hampshire as at
the time in effect and the applicable provisions of the Investment Company Act
or other federal laws and regulations which may be applicable. To the extent
that the applicable law of the State of New Hampshire or any of the provisions
herein, conflict with the applicable provisions of the Investment Company Act or
other federal laws and regulations which may be applicable, the latter shall
control.
18. USE OF NAME. Neither the Fund nor the Investment Manager or any
affiliate, designee 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 clients or affiliates or use any material describing the
Subadviser without the prior approval of the Subadviser. 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.
19. ENTIRE AGREEMENT. This Agreement contains the entire understanding
and agreement of the parties with respect to the Portfolio and the Fund with
respect to the subject matter contained herein.
20. HEADINGS. The headings in the sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part
hereof
21. 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: /s/ Xxxxx Xxxxxxxxx BY: /s/ Xxxxxx X. Xxxxxxxxx
TITLE: Assistant Secretary TITLE: President
CREDIT SUISSE ASSET MANAGEMENT, LLC
ATTEST: BY: [ILLEGIBLE]
---------------------------- ------------------------------
TITLE: TITLE: [ILLEGIBLE]
10
SCHEDULE A
INVESTMENT SUBADVISORY FEES
-------------------------------------------------------------------------------
NAME OF PORTFOLIO ANNUAL FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
-------------------------------------------------------------------------------
Money Market Portfolio .30% of first $200 Million
Massachusetts Financial Services .25% over $200 Million
-------------------------------------------------------------------------------
Growth and Income Portfolio .50%
Warburg Pincus
-------------------------------------------------------------------------------
World Growth Stock Portfolio .50% of first $200 Million
Xxxxxxxxx Global Advisors Limited .45% of next $1.1 Billion
.40% over $1.3 Billion
Balanced Portfolio .45% of first $100 Million
X.X. Xxxxxx Investment Management .40% of next $100 Million
.35% over $200 Million
.30% over $400 Million
Emerging Growth Portfolio .40%
Massachusetts Financial Services
Bond Portfolio .35% of first $200 Million
Chubb Asset Managers, Inc. .30% of next $1.1 Billion
.25% over $1.3 Billion
Gold Stock Portfolio .50% of first $200 Million
Xxx Xxx Associates Corporation .45% of next $1.1 Billion
.40% over $1.3 Billion
Domestic Growth Portfolio .50% of first $200 Million
Pioneering Management Corporation .45% of next $1.1 Billion
.40% over $1.3 Billion
Capital Growth Portfolio .75% of first $200 Million
Janus Capital Corporation .70% of next $1.1 Billion
.65% over $1.3 Billion
