Exhibit 4(d)
Contract Mailed:
Effective Date:
Termination Date: April 30,
Fund(s):
Re: ▇▇▇▇▇▇▇ Insurance Funds Portfolio Management Contract
Dear
▇▇▇▇▇▇▇ Insurance Funds ("Investment Company"), a Massachusetts business
trust, is a diversified open-end management investment company of the series
type registered as an investment company under the Investment Company Act of
1940 ("Act"), and subject to the rules and regulations promulgated thereunder.
The Investment Company is a so-called "series" company which issues shares
evidencing beneficial interests in separate investment portfolios, each with
different investment objectives and policies ("Funds").
▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company ("FRIMCo") acts as the manager
and administrator of the Investment Company pursuant to the terms of a
Management Agreement, and is an "investment adviser" to the Investment Company
as defined in Section 2(a)(20) of the Act. FRIMCo is responsible for the day-to-
day management and administration of the Investment Company and for the
coordination of investment of each Fund's assets in portfolio securities.
However, specific portfolio purchases and sales for each Fund's investment
portfolio, or a portion thereof, are to be made by portfolio management
organizations recommended and selected by ▇▇▇▇▇▇, and appointed by, and subject
to the approval of, the Board of Trustees of the Investment Company.
1. Appointment as a Money Manager. Investment Company being duly
authorized hereby appoints and employs you ("Money Manager") as a discretionary
money manager to the Investment Company's Fund(s) designated above, on the terms
and conditions set forth herein, for those assets of the Fund(s) which FRIMCo,
as a fiduciary for Investment Company, determines to assign to you (those assets
being referred to for the Fund(s) individually and collectively as the "Fund
Account").
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2. Acceptance of Appointment; Standard of Performance. Money Manager
accepts the appointment as a discretionary money manager and agrees to use its
best professional judgment to make timely investment decisions for the
Investment Company with respect to the investments of the Fund Account in
accordance with the provisions of this Contract.
3. Portfolio Management Services of Money Manager. Money Manager is
▇▇▇▇▇▇ employed and authorized to select portfolio securities for investment by
the Fund(s), to determine to purchase and sell securities of the Fund Account,
and upon making any purchase or sale decision, to place orders for the execution
of such portfolio transactions in accordance with paragraphs 5 and 6 hereof and
Exhibit A hereto (as amended from time to time). In providing portfolio
management services to the Fund Account: Money Manager shall be subject to such
investment restrictions as are set forth in the Act and Rules thereunder, the
supervision and control of the Board of Trustees of the Investment Company, such
specific instructions as the Board may adopt and communicate to Money Manager,
the investment objectives, policies and restrictions of the Fund furnished
pursuant to paragraph 4, and instructions from FRIMCo; and Money Manager shall
maintain on behalf of the Investment Company the records listed in Exhibit B
hereto (as amended from time to time). At Investment Company's reasonable
request, Money Manager will consult with Investment Company or with FRIMCo, with
respect to any decision made by it with respect to the investments of the Fund
Account.
4. Investment Objectives, Policies and Restrictions. The Investment
Company shall provide Money Manager with a statement of the investment
objectives and policies of the Fund Account and any specific investment
restrictions applicable thereto as established by Investment Company, including
those set forth in its Prospectus as amended from time to time. Investment
Company retains the right, on written notice to Money Manager from the
Investment Company or FRIMCo, to modify any such objectives, policies or
restrictions in any manner at any time.
5. Transaction Procedures. All transactions will be consummated by
payment to or delivery by State Street Bank & Trust Company (the "Custodian"),
or such depositories, or agents, as may be designated by the Custodian, as
custodian for the Investment Company, of all cash and/or securities due to or
from the Fund Account, and Money Manager shall not have possession or custody
thereof or any responsibility or liability with respect thereto. Money Manager
shall advise Custodian and confirm in writing to Investment Company all
investment orders for the Fund Account placed by it with brokers and dealers at
the time and in the manner and as set forth in Exhibit A hereto (as amended from
time to time). Investment Company shall issue to the Custodian such instructions
as may be appropriate in connection with the settlement of any transaction
initiated by Money Manager. Investment Company shall be responsible for all
custodial arrangements and the payment of all custodial charges and fees, and
upon giving proper instructions to the Custodian, Money Manager shall have no
responsibility or liability with respect to custodial arrangements or the acts,
omissions or other conduct of the Custodian.
6. Allocation of Brokerage. Money Manager shall have authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by Money Manager, and for the selection of the markets on/in which the
transaction will be executed.
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A. In doing so, the Money Manager's primary objective shall be to
seek to select a broker-dealer that can be expected to obtain the best net price
and execution for the Investment Company. However, this responsibility shall not
be deemed to obligate the Money Manager to solicit competitive bids for each
transaction; and Money Manager shall have no obligation to seek the lowest
available commission cost to Investment Company, so long as Money Manager
believes in good faith, based upon its knowledge of the capabilities of the firm
selected, that the broker or dealer can be expected to obtain the best price on
a particular transaction and that the commission cost is reasonable in relation
to the total quality and reliability of the brokerage and research services made
available by the broker to Money Manager viewed in terms of either that
particular transaction or of Money Manager's overall responsibilities with
respect to its clients, including the Investment Company, as to which Money
Manager exercises investment discretion, notwithstanding that Investment Company
may not be the direct or exclusive beneficiary of any such services or that
another broker may be willing to charge Investment Company a lower commission on
the particular transaction.
B. Investment Company shall retain the right to request that
transactions giving rise to brokerage commissions, in an amount to be agreed
upon by Investment Company and Money Manager, shall be executed by brokers and
dealers which provide brokerage or research services to the Investment Company
or FRIMCo, or as to which an ongoing relationship will be of value to Investment
Company in its management of the Fund(s), which services and relationship may,
but need not, be of direct benefit to the Fund Account, so long as (i) the Money
Manager believes in good faith, based upon its knowledge of the capabilities of
the firm selected, that the broker or dealer can be expected to obtain the best
price on a particular transaction and (ii) the Investment Company determines
that the commission cost is reasonable in relation to the total quality and
reliability of the brokerage and research services made available to Investment
Company, or to FRIMCo for the benefit of its clients for which it exercises
investment discretion, notwithstanding that the Fund Account may not be the
direct or exclusive beneficiary of any such service or that another broker may
be willing to charge Investment Company a lower commission on the particular
transaction.
▇. ▇▇▇▇▇ Manager agrees that it will not execute any portfolio
transactions with a broker or dealer which is an "affiliated person" (as defined
in the Act) of the Investment Company or of any Money Manager for the Investment
Company without the prior written approval of the Investment Company. Investment
Company agrees that it will provide Money Manager with a list of brokers and
dealers which are "affiliated persons" of the Investment Company and its Money
Managers.
D. As used in this paragraph 6, "brokerage and research services"
shall have the meaning defined in Section 28(e)(3) of the Securities Exchange
Act of 1934.
7. Proxies. Unless FRIMCo gives written instructions to the contrary,
Money Manager shall vote all proxies solicited by or with respect to the issuers
of securities in which assets of the Fund Account may be invested. Money Manager
shall use its best good faith judgment to vote such proxies in a manner which
best serves the interests of the Investment Company's shareholders.
8. Reports to Money Manager. Investment Company shall provide Money
Manager with such periodic reports concerning the status of the Fund Account as
Money Manager may reasonably request.
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9. Fees for Services. The compensation of Money Manager for its services
under this Contract shall be calculated and paid by ▇▇▇▇▇▇, acting as a
fiduciary for Investment Company in accordance with the attached Exhibit C. To
the extent that the Investment Company, as principal, has discharged or been
relieved of, its duty to pay over to FRIMCo, by reason of its payment of FRIMCo,
in its capacity as a fiduciary for Investment Company, any or all amounts
payable to the Money Manager, the Money Manager agrees to look to FRIMCo for
payment of amounts payable to Money Manager hereunder. Money Manager ▇▇▇▇▇▇
agrees to contact the Secretary of the Investment Company if payment is not
received from FRIMCo.
10. Other Investment Activities of Money Manager. Investment Company
acknowledges that Money Manager, or one or more of its affiliates, may have
investment responsibilities or render investment advice to, or perform other
investment advisory services for, other individuals or entities ("Affiliated
Accounts"). Subject to the provisions of paragraph 2 hereof, Investment Company
agrees that Money Manager or its affiliates may give advice or exercise
investment responsibility and take such other action with respect to other
Affiliated Accounts which may differ from advice given or the timing or nature
of action taken with respect to the Fund Account, provided that Money Manager
acts in good faith, and provided, further, that it is Money Manager's policy to
allocate, within its reasonable discretion, investment opportunities to the Fund
Account over a period of time on a fair and equitable basis relative to the
Affiliated Accounts, taking into account the investment objectives and policies
of the Fund Account and any specific investment restrictions applicable thereto.
Investment Company 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 Fund Account may have an interest from
time to time, whether in transactions which may involve the Fund Account or
otherwise. Money Manager shall have no obligation to acquire for the Fund
Account a position in any investment which any Affiliated Account may acquire,
and the Investment Company shall have no first refusal, coinvestment or other
rights in respect of any such investment, either for the Fund Account or
otherwise.
11. Certificate of Authority. Investment Company, FRIMCo and Money
Manager shall furnish to each other from time to time certified copies of the
resolutions of their Board of Directors, Board of Trustees or executive
committee evidencing the authority of officers and employees who are authorized
to act on behalf of Investment Company, Fund Account, FRIMCo and/or Money
Manager.
12. Limitation of Liability. Money Manager 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 Contract, or in accordance with (or
in the absence of) specific directions or instructions from Investment Company;
provided, however, that such acts or omissions shall not have resulted from
Money Manager's willful misfeasance, bad faith or gross negligence, violation of
the standard of care established by and applicable to Money Manager in its
actions under this Contract, or breach of its duty or of its obligations
hereunder. Notwithstanding the forgoing, federal and state securities laws (and
ERISA if applicable) impose liability under certain circumstances on persons who
act in good faith, and therefore nothing herein shall in any way constitute a
waiver or limitation of any rights which Investment Company and FRIMCo may have
under federal or state securities laws of the United States of America or the
rights which may not be waived; under any other applicable law (including ERISA
if applicable).
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13. Confidentiality. Subject to the right of each Money Manager and
Investment Company to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction over it, the parties hereto
shall treat as confidential all information pertaining to the Fund Account and
the actions of each Money Manager and Investment Company in respect thereof.
14. Assignment. No assignment, as that term is defined in Section 2(a)(4)
of the Act, of this Contract shall be made by Money Manager, and this Contract
shall terminate automatically in the event that it is assigned. Money Manager
shall notify Investment Company in writing sufficiently in advance of any
proposed change of control, as defined in Section 2(a)(9) of the Act, as will
enable Investment Company to consider whether an assignment as defined in
Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter
into a new Contract with Money Manager.
15. Representations, Warranties and Agreements of the Company. The
Investment Company represents, warrants and agrees that:
▇. ▇▇▇▇▇ Manager has been duly appointed by the Board of Trustees of
the Investment Company to provide investment services to the Fund Account as
contemplated hereby.
B. Investment Company will deliver to Money Manager a true and
complete copy of its current prospectus as effective from time to time, such
other documents or instruments governing the investments of Fund Account, and
such other information as is necessary for Money Manager to carry out its
obligations under this Contract.
C. The organization of the Investment Company and the conduct of the
business of Fund(s) and the Fund Account as contemplated by this Contract,
complies, and shall at all times comply, with the requirements imposed upon the
Investment Company by applicable law.
16. Representations, Warranties and Agreements of Money Manager. Money
Manager represents, warrants and agrees that:
▇. ▇▇▇▇▇ Manager is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act"); or it is a "bank" as defined
in Section 202(a)(2) of the Advisers Act or an "insurance company" as defined in
Section 202(a)(12) of the Advisers Act.
▇. ▇▇▇▇▇ Manager will maintain, keep current and preserve on behalf
of the Investment Company, in the manner required or permitted by the Act, the
records identified in Exhibit B. Money Manager agrees that such records (other
than those required by No. 4 of Exhibit B) are the property of the Investment
Company, and will be surrendered to the Investment Company promptly upon
request.
▇. ▇▇▇▇▇ Manager will adopt a written code of ethics complying with
the requirements of Rule 17j-1 under the Act, will provide to the Investment
Company a copy of the code of ethics and evidence of its adoption, and will make
such reports to the Investment Company as required by Rule 17j-1 under the Act.
▇. ▇▇▇▇▇ Manager will notify the Investment Company of any changes
in the membership of its partnership within a reasonable time after such change.
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▇. ▇▇▇▇▇ Manager is not, except as set forth in Exhibit E hereto,
and will not become a party to any non-compete agreement or any other agreement,
arrangement, or understanding that would restrict, limit, or otherwise interfere
with the ability of FRIMCo or the Investment Company to employ or engage any
person or organization, now or in the future, to manage the Fund Account, any
other Investment Company assets, or any other assets managed by FRIMCo.
▇. The Money Manager confirms that it has developed and is
implementing a plan reasonably designed to help verify that its computer
systems, as the same relate to services provided hereunder, will not be affected
by Year 2000 problems or, if such problems do occur, that the Money Manager will
have in place contingency plans reasonably designed to enable the Money Manager
to continue to provide the requisite services hereunder. The Money Manager will
provide the FRIMCo with an update regarding the foregoing promptly upon the
FRIMCo's written request.
17. Amendment. This Contract may be amended at any time, but only by
written agreement between Money Manager and Investment Company, which amendment,
other than amendments to Exhibits A and B, must be approved by the Board of
Trustees of the Investment Company in the manner required by the Act.
18. Effective Date; Term. This Contract shall become effective for the
Fund(s) on the effective date set forth on page 1 of this Contract, and shall
continue in effect until the termination date set forth on page 1 of this
Contract. Thereafter, the Contract shall continue in effect for successive
annual periods only so long as its continuance has been specifically approved at
least annually by the Board of Trustees of the Investment Company in the manner
required by the Act.
19. Termination. This Contract may be terminated without the payment of
any penalty (a) at any time by the Investment Company upon written notice to the
Money Manager, and (b) by Money Manager upon thirty days written notice to the
Investment Company.
20. Applicable Law. To the extent that state law shall not have been
preempted by the provisions of any laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Contract
shall be administered, construed, and enforced according to the laws of the
State of Washington.
21. Notice of Liability Letter. Money Manager will notify, in writing,
any organization with whom it places orders for the execution of Investment
Company portfolio transactions that the organization will be: (i) executing
portfolio transactions of a Massachusetts business trust; and (ii) that the
Investment Company's Master Trust Agreement contains an express disclaimer of
shareholder, officer or Trustee liability for acts or obligations of the
Investment Company and requires that all obligations of the Investment Company
be satisfied out of its assets. Mailing a notice substantially similar to
Exhibit D will be deemed to be compliance with this section.
22. Limitation of Liability. The Master Trust Agreement dated July 26,
1984, as amended from time to time, establishing the Investment Company, which
is hereby referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name ▇▇▇▇▇▇▇ Insurance Funds
means the Trustees from time to time serving (as Trustees but not personally)
under said Master Trust Agreement. It is expressly acknowledged and agreed that
the obligations of the Investment Company hereunder shall not be binding upon
any of the shareholders, Trustees, officers, employees or agents of the
Investment Company,
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personally, but shall bind only the trust property of the Investment Company, as
provided in its Master Trust Agreement. The execution and delivery of this
Contract have been authorized by the Trustees of the Investment Company and
signed by an officer of the Investment Company, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Investment Company as provided in its Master Trust Agreement.
(Money Manager) ▇▇▇▇▇▇▇ Insurance Funds
▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company,
as a fiduciary for ▇▇▇▇▇▇▇ Insurance Funds
BY: BY:
----------------------------- ------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFA
Director of Portfolio Implementation
DATE: DATE:
--------------------------- ----------------------------------
EXHIBITS: A. Operational Procedures (including Schedules 1, 2 and 3).
B. Recordkeeping Requirements.
C. Fee Schedule.
D. Notice of Liability Letter.
E. Description of Portfolio Manager's Non-Compete Agreement.
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▇▇▇▇▇▇▇ Insurance Funds
Portfolio Management Contract
Exhibit A
Operational Procedures
A Money Manager ("MM") for ▇▇▇▇▇▇▇ Insurance Funds ("Investment Company") should
abide by certain rules and procedures in order to minimize operational problems.
MM will be required to have various records and files (as required by regulatory
agencies) at their offices. MM will have to maintain a certain flow of
information to State Street Bank & Trust Company ("SSB"), the custodian bank for
Investment Company.
MM will be required to furnish SSB with daily information as to executed trades.
SSB should receive this data no later than the morning following the day of the
trade. The necessary information should be transmitted to SSB (1) via facsimile
machine (the direct line to the facsimile machine is 617-985-3999) or (2) via an
electronic communications system ("System") approved by SSB that meets the
following criteria:
. The System must provide a method by which State Street can reasonably
ensure that each communication received by it through the System actually
originated from the MM.
. Only persons properly authorized by MM's senior operations officer shall be
authorized to access the System and enter information, and MM must employ
reasonable procedures to permit only authorized persons to have access to
the System.
. MM will create separate System files containing the daily executed
securities trade information with respect to each Investment Company
portfolio it manages, or MM will transmit separately the trades for each
such portfolio.
. SSB, through System or otherwise, will provide to MM prompt certification
or acknowledgment of SSB's receipt of each transmission by MM of executed
trade information .
. If the System malfunctions, MM will transmit all trade information via
facsimile transmission.
Upon receipt of brokers' confirmations, MM or SSB will be required to notify the
other party if any differences exist. The reporting of trades by the MM to SSB
must include the following:
. Purchase or Sale
. Security name
. Number of shares or principal amount
. Price per share or bond
. Commission rate per share or bond, or if a net trade
. Executing broker
. Trade date
. Settlement date
. If security is not eligible for DTC
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. This information can be reported using your forms, if applicable
When opening accounts with brokers for Investment Company, the account should be
a cash account. No margin accounts are to be maintained. The broker should be
advised to use SSB IDC's ID system number (No. 20997) to facilitate the receipt
of information by SSB. If this procedure is followed, DK problems will be held
down to a minimum and additional costs of security trades will not become an
important factor in doing business. Delivery and receipt instructions are
attached as Schedule 2.
MM will be required to submit to SSB a daily trade authorization report, either
through a System or, if a facsimile transmission is used, on a form signed by
two authorized individuals prior to settlement date and a list of authorized
persons with specimen signatures must have previously been sent to SSB (see
Schedule 3). The daily trade authorization report will contain information on
which SSB can rely to either accept delivery or deliver out of the account,
securities as per MM trades. If facsimile transmission is used, a preprinted
form will be supplied to MM by Investment Company, or MM can use an equivalent
form acceptable to SSB and Investment Company.
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Schedule 1
Reserved for future use.
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Schedule 2
Mailing Instructions and Delivery Instructions:
Confirmation Instructions (Copy of Broker Advice):
State Street Bank and Trust Company
Mutual Fund Services
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Fund Name/Fund Number
For the account of ▇▇▇▇▇▇▇ Insurance Funds
(FUND NAME)
Delivery Instructions:
All DTC Eligible Securities:
Depository Trust Company (DTC) #997 Custodian Services
#20997 Agent Bank
All Ineligible DTC Securities (i.e., Commercial Paper)
State Street Bank and Trust Company
State Street Boston-Securities Corp.
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
"VS Payment" (Federal Funds on Commercial Paper Only)
For the account of ▇▇▇▇▇▇▇ Insurance Funds
(FUND NAME)
All Government Issues:
Delivered through Book Entry of Federal Reserve
Bank to: State St Bos/Spec/Fund Name/Fund #
(VS Payment Federal Funds)
Foreign Holdings:
Please confer with ▇▇▇▇ ▇▇▇▇▇, State Street Bank,
(Phone: ▇▇▇-▇▇▇-▇▇▇▇) to obtain delivery instructions
of the State Street Global Custody Network
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Schedule 3
Example of Authorized Signature Letter
(To Be Typed on Your Letterhead)
[DATE]
State Street Bank and Trust
Mutual Fund Services
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ Insurance Funds Funds
RE: Persons Authorized To Execute Trades For ____________________ Fund
The following list of individuals are authorized to execute and report trade
instructions on behalf of the Fund. Should there be any changes to the
authorized persons listed below, we will notify you immediately of those
changes.
NAME SIGNATURE
Sincerely yours,
[Money Manager]
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Exhibit B
Records To Be Maintained By Money Manager
*1. A record of each brokerage order, and all other portfolio purchases and
sales, given by Money Manager or on behalf of the Investment Company for,
or in connection with, the purchase or sale of securities, whether executed
or unexecuted. Such records shall include:
A. The name of the broker,
▇. The terms and conditions of the order, and of any modification or
cancellation thereof,
C. The time of entry or cancellation,
D. The price at which executed,
E. The time of receipt of report of execution, and
F. The name of the person who placed the order on behalf of the
Investment Company (1940 Act Rule, 31a-1(b)(5) and (6)).
*2. A record for each fiscal quarter, completed within ten (10) days after the
end of the quarter, showing specifically the basis or bases upon which the
allocation of orders for the purchase and sale of portfolio securities to
brokers or dealers, and the division of brokerage commissions or other
compensation on such purchase and sale orders. The record:
A. Shall include the consideration given to:
(i) the sale of shares of the Company
(ii) the supplying of services or benefits by brokers or dealers to:
(a) The Investment Company,
(b) FRIMCo
(c) Yourself (i.e., the Money Manager), and
(d) Any person other than the foregoing
(iii) Any other considerations other than the technical qualifications
of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
▇. ▇▇▇▇▇ 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.
D. The identities of the persons responsible for making the determination
of such allocation and such division of brokerage commissions or other
compensation (1940 Act, Rule 31a-1(b)(9)).
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*3. 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 (1940 Act, Rule 31a-1(b)(10)) and
such other information as is appropriate to support the authorization.**
*4. 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 Money Manager's transactions with the Investment
Company. (1940 Act, Rule 31a-1(f)).
----------
* Maintained as property of the Investment Company pursuant to 1940 Act Rule
31a-3(a).
** Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold), and any internal
reports or portfolio manager reviews.
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Exhibit C
Fees for Investment Management Services
INVESTMENT MANAGER COMPANY NAME
FUND NAME
For investment management services provided to the Fund Account under this
Contract, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company ("FRIMCo") as a fiduciary
for Investment Company, shall pay Investment Manager a fee determined by
multiplying the Average Total Net Assets by the Applicable Percentage as defined
below. All fees shall be calculated and paid quarterly in arrears. Fees for
partial periods shall be prorated for the portion of the period for which
services were rendered. Fees for individual accounts shall be determined by
dividing the Average Account Net Assets by the Average Total Net Assets and
multiplying by the fee calculated above.
b.p. on the first $
----- ------------
b.p. on the next $
----- ------------
b.p. on the next $
----- ------------
b.p. on all amounts thereafter
-----
(expressed as annualized rates)
For purposes of this Exhibit:
"Average Account Net Assets" for any quarter shall mean the average of the
assets in the Fund Account as reported by the custodian for the last business
day of each month ended in the calendar quarter and the last business day of the
month ended immediately prior to the calendar quarter.
"Average Total Net Assets" for any quarter shall mean the sum of the Average
Account Net Assets and the average for the same quarter of all other assets in
other accounts (calculated in the same manner as Average Account Net Assets)
managed by Investment Manager for the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group of Companies which use
a substantially equivalent investment strategy to that employed by Investment
Manager for the Fund Account as specified in Section 4 of this Contract.
If the Investment Manager manages such other accounts, as defined above, and the
fee is based on the aggregate total value of those accounts, the Investment
Manager must include the value of each such other account on any investment
management invoice.
"▇▇▇▇▇ ▇▇▇▇▇▇▇ Group of Companies" shall mean FRIMCo and any affiliated company
which controls, is controlled by or is under common control with FRIMCo.
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INVESTMENT MANAGEMENT COMPANY NAME
Portfolio Management Contract
EFFECTIVE DATE
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Exhibit D
Gentlemen:
▇▇▇▇▇▇▇ Insurance Funds, a Massachusetts business trust (the "Trust") and an
SEC-registered investment company, has requested that I correspond with you
concerning purchases and/or sales of the Trust's portfolio instruments that will
be made on behalf of the Trust with your organization.
The Trust is required under its Master Trust Agreement to inform you that
although the Trust is organized as a Massachusetts business trust, the Trust's
Master Trust Agreement contains an express disclaimer of shareholder, officer
and trustee liability for acts or obligations of the Trust and requires that all
obligations of the Trust be satisfied out of its assets. The purpose of this
disclaimer is for the Trust's shareholders, officers and Trustees to have the
same protection against being liable for the Trust's obligations as
shareholders, officers and Directors of a corporation. The responsibility of the
Trust for its transactions with you is not changed by this notice. No action is
needed on your part in response to this notice.
Should you have any questions concerning the information contained herein,
please contact ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Associate General Counsel of the Trust, at
(▇▇▇) ▇▇▇-▇▇▇▇.
Sincerely yours,
17
Exhibit E
Description of Portfolio Manager's Non-Compete Agreement, if any.
18