EXHIBIT 5.P.
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
CHUBB AMERICA FUND, INC.
AND
CHUBB INVESTMENT ADVISORY CORPORATION
WITH RESPECT TO THE
EMERGING GROWTH PORTFOLIO
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT made this 15th day of April ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
FUND, INC., a Maryland corporation with offices at One Granite Place, Concord,
New Hampshire (the "Fund), and CHUBB INVESTMENT ADVISORY CORPORATION, a
Tennessee corporation with offices at One Granite Place, Concord, New Hampshire
("Chubb Investment");
WITNESSETH
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company of 1940 (the "Investment Company Act");
WHEREAS, the Fund is authorized to issue shares of common stock, $.01 par
value, ("Stock") in separate classes or series with each such class or series
representing an interest in a separate portfolio of securities and other assets;
WHEREAS, the Fund is currently comprised of nine portfolios and offers or
intends to offer shares in those nine portfolios (known individually as the
Domestic Growth Stock Portfolio, the Gold Stock Portfolio, the Money Market
Portfolio, the Bond Portfolio, the World Growth Stock Portfolio, the Growth and
Income Portfolio, the Aggressive Growth Portfolio, the Balanced Portfolio and
the Emerging Growth Portfolio), and each of which pursues or will pursue its
investment objectives through separate investment policies and separate
investment management;
WHEREAS, the Board of Directors of the Fund may add or delete portfolios
from time to time, but such addition or deletion will not affect this Agreement
which relates only to the Emerging Growth Portfolio (the "Portfolio");
WHEREAS, the shares of the Fund are and will be owned by Chubb Life
Insurance Company of America ("Chubb Life"), its successors and assigns, through
its general account and/or through Separate Account A established by Chubb Life,
and may in the future be offered to additional separate accounts established by
Chubb Life, its successors or assigns, and other insurance companies with which
it is affiliated;
WHEREAS, Chubb Investment is engaged in the business of rendering
investment advisory services and its registered as an investment adviser under
the Investment Advisers Act of 1940;
WHEREAS, the Board of Directors of the Fund desires to retain Chubb
Investment to render investment management and corporate administrative services
to the Portfolio in the
manner and on the terms set forth herein; and
WHEREAS, the Board of Directors of the Fund believes that Chubb
Investment's expertise and business contacts are and will be of material benefit
to the Fund in employing and supervising any sub-investment manager ("Sub-
Investment Manager"), as further described below;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and Chubb Investment hereby agree as follows:
1. Duties of Chubb Investment. Chubb Investment hereby agrees, subject to
the supervision of the Board of Directors of the Fund (a) to act as the
investment adviser to and investment manager of the Portfolio, (b) 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 Investment Management Agreement, and
(c) during the term hereof, to assume the obligations and to render the
administrative, transfer agency and dividend disbursing services herein set
forth in return for the compensation provided for herein. In taking any action
hereunder, Chubb Investment shall always be subject to, and shall follow at all
times (i) any restrictions of the Fund's Articles of Incorporation and By-Laws,
as amended from time to time, (ii) the applicable provisions of the Investment
Company Act, and any rules and regulations adopted thereunder, (iii) the
statements relating to the Portfolio's investment objectives, policies and
restrictions as the same are set forth in the prospectus of the Fund and
Statement of Additional Information then currently effective under the
Securities Act of 1933 (the "Prospectus"), and (iv) any other provisions of
state and federal law applicable to it in connection with its duties hereunder,
including any applicable provisions imposed by state insurance regulations and
under the Internal Revenue Code of 1986, as amended, and regulations thereunder
(the "Code").
(a) Investment Management Services. In performing the duties stated in
Paragraph 1 above, Chubb Investment will regularly provide the Portfolio with
such investment research, advice and management as the Board of Directors or
officers of the Fund may from time to time consider necessary for the proper
management of the Portfolio. Chubb Investment will furnish continuously an
investment program and will conduct a continuous program of evaluation of assets
in the Portfolio. In this connection, Chubb Investment will provide the Board of
Directors and officers of the Fund, and any owner of Portfolio Stock with such
asset valuations daily at the close of business and with all statistical
information with respect to investments of the Portfolio and such periodic and
special reports and information as the Board of
Directors or officers of the Fund may reasonably request. I n addition, Chubb
Investment will determine which securities or other investments shall be
purchased, sold or exchanged and what portion of the assets of the Portfolio
shall be held in securities or other assets in which the Portfolio may invest.
Should the Board of Directors of the Fund at any time, however, make any
definite determination as to investment policy for the Portfolio and notify, in
writing, Chubb Investment thereof, Chubb Investment shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. Chubb Investment
shall take, on behalf of the Portfolio, all actions which it deems necessary to
implement the investment objectives, policies and restrictions of the Portfolio,
determined as provided above, and in particular shall place orders for the
purchase or sale of securities and other investments for the Portfolio with
brokers or dealers selected by Chubb Investment.
(b) Administrative Services. Subject to the direction and control of the
Board of Directors of the Fund, Chubb Investment shall perform administrative
services in connection with the management of the Portfolio and will supervise
all aspects of the Portfolio's operations. In this connection, Chubb Investment
agrees to perform the following administrative functions:
(1) Determine the value of the Portfolio's assets and liabilities,
compute the daily income and net asset value of the Portfolio and compute the
yield and/or total return of the Portfolio as may be required, in accordance
with applicable law;
(2) Schedule, plan agendas for and conduct directors and shareholders
meetings;
(3) Recommend auditors, counsel, Custodian and others;
(4) Coordinate, supervise and direct any Sub-Investment Manager, the
Fund's Custodian and the Fund's Distributor, auditors and counsel on a day-to-
day basis;
(5) Prepare and distribute all required proxy statements, reports,
and other communications with shareholders;
(6) Prepare and file tax returns, reports due and other required
filings with the Securities and Exchange Commission ("SEC"), the National
Association of Securities Dealers, Inc., state blue sky authorities, and
generally monitor compliance with all federal and state securities laws and the
Code;
(7) Supply clerical, secretarial, accounting and bookkeeping
services, data processing services, office supplies and stationery;
(8) Provide persons to perform such professional, administrative and
clerical functions as are necessary in connection with shareholder relations,
reports, redemption requests and account adjustments, including the receipt,
handling and coordination of shareholder complaints;
(9) Provide adequate office space and related services (including
telephone and other utility service) necessary for the Portfolio's operations;
(10) Maintain corporate records not otherwise maintained by the Fund's
Custodian, Distributor, or Sub-Investment Manager; and
(11) Assist, generally, in all aspects of the Fund's operations with
respect to the Portfolio.
Nothing herein will be construed to restrict the Fund's right, at its own
expense, to hire its own employees or to contract for services to be performed
by third parties.
(c) Sub-Contracting. Notwithstanding any other provision hereof, Chubb
Investment, with the approval of the shareholders and the Board of Directors of
the Fund, may contract with one or more Sub-Investment Managers to perform any
of the investment management services required of Chubb Investment, and may
contract with one or more Sub-Investment Managers or other parties to perform
any of the administrative services required of Chubb Investment hereunder;
provided, however, that the compensation of such other parties will be the sole
responsibility of Chubb Investment and the duties and responsibilities of such
other Sub-Investment Managers or other parties shall be as set forth in an
agreement or agreements between the Fund, Chubb Investment and such other
parties.
Chubb Investment shall exercise reasonable care in recommending,
monitoring, and supervising the performance of Sub-Investment Managers and
others serving pursuant to the foregoing paragraph, but Chubb Investment shall
not otherwise be liable or legally responsible for the conduct of any Sub-
Investment Manager. In this connection, it shall be a particular responsibility
of Chubb Investment to evaluate the investment performance of Sub-Investment
Managers and that of potential Sub-Investment Managers, and Chubb Investment
shall supply the Board of Directors of the Fund with such statistical and
research data bearing on the Portfolio's performance and that of Sub-Investment
Managers and potential Sub-Investment Managers as they and Chubb Investment deem
necessary. It shall also be a particular responsibility of
Chubb Investment to supervise and monitor the practices of Sub-Investment
Managers in placing orders and selecting brokers and dealers to effect Portfolio
transactions and in negotiating commission rates with them, and the services
provided by such brokers and dealers.
It also is understood that Chubb Investment, at its expense, will enter
into an agreement with Chubb America Service Corporation, a New Hampshire
corporation, pursuant to which Chubb Investment will obtain from said
corporation most staff, facilities and services necessary to meet its
obligations hereunder. Entering into said agreement shall in no way diminish any
obligation or liability of Chubb Investment hereunder.
(d) Chubb Investment to Issue and Register Shares. Chubb Investment, in its
capacity as transfer agent and divided paying agent for the Fund, shall issue
and record the issuance of shares of Portfolio Stock upon receipt, directly or
indirectly, of orders therefor from Chubb Life through its general account or
Separate Account A or any additional separate accounts established by Chubb
Life, its successors or assigns, or any of its affiliated insurance companies.
Chubb Investment shall notify the Custodian of every such issuance, which notice
shall include the date, class of Stock, number of shares, and dollar amount of
the transaction. If Chubb Investment receives any check or funds for the
purchase of shares of Portfolio Stock, such check or funds shall promptly be
forwarded to the Custodian for the Fund's account. Chubb Investment shall
compute the number of shares issuable in the case of an order for a dollar
amount of shares (or the purchase price in the case of an order for a specific
number of shares) at the net asset value per share for the Portfolio Stock, as
described in the Fund's Prospectus, unless the Fund's Board of Directors should
otherwise direct. Chubb Investment will take reasonable steps to ensure that the
Custodian receives all payments due the Fund in consideration of the issuance of
Portfolio Stock.
(e) Issue of Share Certificates. If a shareholder requests a share
certificate, Chubb Investment, in its capacity as transfer agent and dividend
paying agent for the Fund, shall countersign and deliver a certificate to the
shareholder at its address as set forth on the transfer books of the Fund,
subject to any instructions for delivery of certificates which the Fund may give
to Chubb Investment.
(f) Distributions. Chubb Investment shall, in accordance with the
provisions of the Fund's Articles of Incorporation and Prospectus, credit income
and capital gain payments to shareholders. The Fund's management shall cause the
Custodian to make available the amount of any such payment to be paid out in
cash, and Chubb Investment shall distribute such amounts. Chubb Investment shall
process the
reinvestment of distributions at the net asset value per share next computed for
the Portfolio Stock after the payment, in accordance with the Prospectus of the
Fund and any written instructions of the shareholder.
(g) Redemptions and Repurchases. Chubb Investment, in its capacity as
transfer agent and dividend paying agent for the Fund, shall process each order
for the redemption or repurchase of shares given directly or indirectly by Chubb
Life through its general account or Separate Account A or any additional
separate accounts established by Chubb Life, its successors or assigns, or any
of its affiliated insurance companies at the net asset value per share of the
Portfolio Stock, as described in the Fund's Prospectus, unless the Fund's Board
of Directors should otherwise direct. Where redemption or repurchase of a dollar
amount is requested, Chubb Investment shall calculate the number of shares to be
redeemed so as to provide the shareholder with the dollar value identified in
the redemption order, and where a stated number of shares is to be redeemed or
repurchased, Chubb Investment shall compute the dollar amount of the redemption
proceeds. And, Chubb Investment shall make the required amount of funds
available to the shareholder. The Fund's management shall cause Chubb Investment
to make such funds available not more than seven days after receipt of the
redemption or repurchase request. However, under normal circumstances, the
Fund's management will cause Chubb Investment to make such funds available not
more than one day after receipt of the redemption or repurchase request.
2. (a) Purchase and Sale of Assets. Nothing in this Investment Management
Agreement shall preclude the combining of orders for the sale or purchase of
securities or other investments with other accounts managed by Chubb Investment,
provided that Chubb Investment does not favor any account over any other account
and provided further that any purchase or sale orders executed contemporaneously
shall be allocated in a manner that Chubb Investment deems to be equitable to
all accounts involved and, under normal circumstances, such transactions will be
(1) done on a pro rata basis substantially in proportion to the amounts ordered
by each account, (2) entered into only if, in Chubb Investment's opinion, the
trade is likely to produce a benefit for the Portfolio, and (3) is at a price
which is approximately the same for all parties involved. Neither Chubb
Investment, nor any of its directors, officers, or employees, nor any person,
firm, or corporation controlling, controlled by or under common control with it
shall act as a principal or receive any commission as agent in connection with
the purchase or sale of assets for the Portfolio.
(b) Brokerage Fees. In placing orders for the purchase or sale of
investments for the Portfolio, in the name of the Portfolio or its nominees,
Chubb Investment 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.
Notwithstanding the foregoing, however, and subject to appropriate policies and
procedures as then approved by the Board of Directors of the Fund, Chubb
Investment may, to the extent authorized by Section 28(e) of the Securities
Exchange Act of 1934, cause the Fund to pay a broker or dealer that provides
research or other brokerage services to Chubb Investment and the Fund with
respect to the Portfolio an amount of commission for effecting a portfolio
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if Chubb Investment determines in
good faith that such amount of commission is reasonable in relationship to the
value of such services, viewed in terms of that particular transaction or Chubb
Investment'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, Chubb Investment shall not be deemed to have acted unlawfully or to
have breached any duty created by this Investment Management Agreement or
otherwise solely by reason of such action.
3. Compensation of Chubb Investment. Except as hereinafter provided, for
the services rendered and expenses assumed by Chubb Investment, while this
Investment Management Agreement is in effect, the Fund shall pay to Chubb
Investment monthly, on the first business day of the next succeeding calendar
month, a fee which shall accrue daily at the annual rate of .80 percent of the
average of the aggregate net asset value of the Portfolio determined as of the
close of business on each day and, in the case of any day which is not a
business day, determined as of the close of business on the last preceding
business day, with respect to all of the issued and outstanding shares of the
Portfolio ("average asset value") during the month preceding such payment. These
fees are reduced to .75% if the average asset value of the Portfolio exceeds
$200,000,000, and are further reduced to .70% if such average asset value of the
Portfolio exceeds $1,300,000,000. The average asset value of the Portfolio shall
be determined and computed in accordance with the description of the method of
determining net asset value contained in the Prospectus.
The fees payable to Chubb Investment by the Fund hereunder shall be reduced
by any tender solicitation fees or similar payments received by Chubb
Investment, or any affiliated person of Chubb Investment, in connection with the
tender of investments of the Portfolio (less any direct expenses incurred by
Chubb Investment, or any affiliated person of Chubb Investment, in connection
with obtaining such fees or payments). Chubb Investment shall use its best
efforts to recapture all available tender offer solicitation
fees and similar payments in connection with tenders of the securities of the
Portfolio, provided, however, that Chubb Investment shall not be required to
register as a broker-dealer for this purpose. Chubb Investment shall advise the
Board of Directors of any fees or payments of whatever type which it may be
possible for Chubb Investment to receive in connection with the purchase or sale
of investment securities for the Portfolio.
4. Non-Exclusivity. The Fund agrees that the services of Chubb Investment
are not to be deemed exclusive and Chubb Investment is free to act as investment
manager to various investment companies and as fiduciary for other managed
accounts. Chubb Investment 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 with respect to the Portfolio in
any way or otherwise be deemed an agent of the Fund with respect to the
Portfolio other than in furtherance of its duties and responsibilities as set
forth in this Investment Management Agreement.
5. Books and Records. Chubb Investment will maintain all books and records
required for the Fund with respect to the Portfolio, to the extent not
maintained by the Custodian or any Sub-Investment Manager. Chubb Investment
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 Investment Management
Agreement for any reason, Chubb Investment agrees promptly to return to the
Fund, free from any claim or retention of rights by Chubb Investment, all
records relating to the Fund. Chubb Investment also agrees, upon request of the
Fund, promptly to surrender such books and records to the Fund or, at the Fund's
expense, to make copies thereof available to the Fund or to make such books and
records available for inspection by representatives of regulatory authorities or
other persons reasonably designated by the Fund. Chubb Investment further agrees
to maintain, prepare and preserve such books and records in accordance with the
Investment Company Act and rules thereunder, including but not limited to, Rules
31a-1 and 31a-2.
Chubb Investment will use records or information obtained under this
Investment Management Agreement only for the purposes contemplated hereby, and
will not disclose such records or information in any manner other than as
expressly authorized by the Board of Directors or officers of the Fund, or
unless disclosure is expressly required by applicable federal or state
regulatory authorities or by this Investment Management Agreement. Chubb
Investment shall supply all information requested by any insurance regulatory
authorities to determine whether all insurance laws and regulations are being
complied with.
The records maintained for the Fund hereunder by Chubb Investment shall
include records showing, for each shareholder's account, the following: (a)
name, address and tax identifying number; (b) number and class of shares held;
(c) historical information regarding the account of each shareholder, including
dividends paid and the date, class of Stock and price for all transactions; (d)
any stop or restraining order placed against the account; (e) any dividend
reinvestment order, dividend address and correspondence relating to the current
maintenance of the account; (f) certificate numbers and denominations for any
Stock certificates; (g) any other information required in order for Chubb
Investment to perform the calculations contemplated or required by this
Investment Management Agreement; and (h) such other records as the Fund may from
time to time reasonably request.
6. Liability. Chubb Investment will not be liable for any loss suffered
by the Portfolio in connection with any investment policy established by the
Fund for the purchase, sale or redemption of any securities at the direction of
the Board of Directors of the Fund. Nothing herein contained shall be construed
to protect Chubb Investment against any liability resulting from the willful
misfeasance, bad faith or negligence of Chubb Investment in the performance of
its duties or from reckless disregard of its obligations and duties under this
Investment Management Agreement or by virtue of violation of any applicable law.
7. (a) Initial Documents. The Fund's management shall file with Chubb
Investment the following documents: (i) certified copies of the Articles of
Incorporation of the Fund and all amendments thereto, made from time to time;
(ii) a certified copy of the By-Laws of the Fund as amended, from time to time;
(iii) a copy of the resolution of the Board of Directors of the Fund authorizing
this Investment Management Agreement; (iv) specimens of all forms of outstanding
and new stock certificates, if any, with respect to Portfolio Stock in the form
approved by the Board of Directors of the Fund accompanied by Board of
Directors' resolutions approving such forms, and with a certificate of the
Secretary of the Fund as to such approval; (v) an opinion of counsel for the
Fund with respect to the validity of the Portfolio Stock, the number of shares
authorized, the number of Shares allocated to the Portfolio's class of Shares,
the status of redeemed or repurchased Shares and the number of Shares with
respect to which a registration statement under the Securities Act of 1933 has
been filed and is in effect; and (vi) a listing of the insurance companies with
which Chubb Life through its general account or Separate Account A or any
additional separate accounts established by Chubb Life, its successors or
assigns, is affiliated.
(b) Further Documentation. The Fund's management
will also furnish from time to time the following documents: (i) each resolution
of the Board of Directors of the Fund authorizing the original issue of the
Portfolio's Shares; (ii) each registration statement filed with the SEC under
the Securities Act of 1933 or under the Investment Company Act and amendments
thereof, orders relating thereto and the Prospectus in effect with respect to
the sale of shares of the Fund; (iii) certified copies of each resolution of the
Board of Directors authorizing officers to give instructions to Chubb
Investment.
(c) Information. The Fund, its officers or agent will provide timely
information to Chubb Investment regarding such matters as purchases and
redemptions of shares in the Portfolio, cash requirements, and cash available
for investment in the Portfolio, and all other information as may be reasonably
necessary, or appropriate, in order for Chubb Investment to perform its
responsibilities hereunder.
(d) Reliance on Documents and Information. Chubb Investment will be
entitled to rely on all documentation and information furnished to it by the
Fund's management.
8. Authorized Shares. The Fund certifies to Chubb Investment, that as of
the close of business on the date of this Investment Management Agreement, it
has authorized one billion shares of its Stock, and further certifies that, by
virtue of its Articles of Incorporation and the provisions of the law of the
state of its incorporation, shares of its Stock which are redeemed or
repurchased by the Fund from its shareholder are restored to the status of
authorized and unissued shares.
9. Stock Certificates. The Fund shall supply Chubb Investment with a
sufficient supply of blank stock certificates for Portfolio Stock and from time
to time shall renew such supply upon request of Chubb Investment. Such blank
stock certificates shall be properly signed, manually or by facsimile, as
authorized by the Board of Directors of the Fund, and shall bear the corporate
seal or facsimile thereof of the Fund. Notwithstanding the death, resignation or
removal of any officer of the Fund authorized to sign certificates of Stock,
Chubb Investment may continue to countersign certificates which bear the manual
or facsimile signature of such officer until otherwise directed by the Board of
Directors of the Fund.
10. Notice of Distribution. The Board of Directors of the Fund shall
promptly inform Chubb Investment of the declaration of any dividend or
distribution on account of Portfolio Stock, including the amount per share,
record date and date payable. Chubb Investment may rely on a certified copy of a
resolution of the Fund's Board of Directors that distributions of net income
shall be declared and paid annually.
11. Processing Transactions. In issuing shares pursuant to Section 2(d) of
this Investment Management Agreement and processing redemptions and repurchases
pursuant to Section 2(g) in its capacity as transfer agent and dividend paying
agent for the Fund, Chubb Investment shall, if requested by the Distributor, at
its expense, maintain, on behalf of the Fund's Distributor, a record of the time
when a proper and complete order or request for each such sale, redemption or
repurchasing transaction was received by it, and the Fund's Distributor may rely
on Chubb Investment's so doing. At its expense, Chubb Investment shall, on
behalf of the Fund's Distributor, if requested by the Distributor, keep records
of confirmations and all other records in connection with the sale, redemption
or repurchase of Portfolio Shares required by, and subject to, all the terms and
conditions of Rule 17a-3 and 17a-4 under that Act, and the Fund's Distributor
may rely on Chubb Investment's so doing. All records required by this paragraph
to be maintained by Chubb Investment will (i) be and remain the property of the
Fund's Distributor and (ii) be at all times subject to inspection by the SEC in
accordance with Section 17(a) of said Act.
It is understood that, unless the Fund directs otherwise, the issuance,
redemption or repurchase of Portfolio Shares arising out of an automatic
transaction under an insurance contract (such as investment of net premiums,
death of insureds, deduction of fees and charges, transfers, surrenders, loans,
loan repayments, deductions of interest on loans, lapses, reinstatements and
similar automatic transactions) shall be effected at the net asset value per
share computed as of the close of business on the date as of which said
automatic transaction is effected, even though the "order" for purchase, sale or
redemption of Portfolio Shares is not received until after said close of
business; and all other issuances, redemptions or repurchases of Portfolio
Shares shall be effected at net asset values per share next computed after
receipt of the orders therefor, and said orders shall become irrevocable at the
time as of which said value is next computed.
The authority of Chubb Investment to process purchases, reinvestments,
repurchases and redemptions with respect to any shares of Portfolio Stock shall
be suspended upon receipt by it of an oral or written notification from the
Board of Directors of the Fund of the suspension by the Fund of said activities
or as a result of an order or determination by the SEC.
12. Tax Returns. Chubb Investment shall prepare, file with the Internal
Revenue Service and with the appropriate state agencies, and, if required, mail
to shareholders such returns for reporting dividends and distributions paid as
are required to be so filed and mailed, and shall withhold such sums, if any, as
are required to be withheld under applicable
federal and state income tax laws, rules and regulations.
13. (a) Expenses of the Fund. As between the Fund and Chubb Investment,
the following expenses shall be borne exclusively by the Fund;
(i) Brokerage commissions and transfer taxes in connection
with portfolio transactions and similar fees and charges for the acquisition,
disposition, lending or borrowing of portfolio investments;
(ii) All other state, federal, local or foreign governmental
fees and taxes (including any insurance, transfer, franchise or income taxes)
payable by the Fund and all corporate or filing fees payable by the Fund to any
governmental entity or agency;
(iii) All expenses, incidental and otherwise, associated with
preparing and filing with appropriate state, federal, local or foreign
governments or agencies all tax returns, including the expenses associated with
any mailings to the policyowners with respect to such returns.
(iv) Fees and expenses incurred in the registration or
qualification (and maintaining said registration or qualification) of the Fund
and its shares under federal or state securities laws, if deemed applicable,
subsequent to the effective date of the registration statement including all
fees and expenses incurred in connection with the preparation, setting in type,
printing and mailing of the registration statement and any amendments or
supplements that may be made from time to time;
(v) Compensation paid to directors who are not "interested
persons" of the Fund within the meaning of the Investment Company Act and travel
expenses paid to all directors;
(vi) Interest and any other cost related to borrowings by the
Fund;
(vii) Any extraordinary or non-recurring expenses (such as legal
claims and liabilities, and litigation costs and any indemnification related
thereto);
(viii) Costs of printing and distributing to current
policyowners, shareholder reports, proxy statements, Prospectuses and any
stickers and supplements thereto, and otherwise communicating with the
shareholders;
(ix) Costs and all incidental expenses associated with
conducting shareholder meetings;
(x) The cost of the fidelity bond required by Investment
Company Act Rule 17g-1 and any errors and
omissions insurance or other liability insurance covering the Fund and/or its
officers, directors and employees;
(xi) The cost of obtaining quotes necessary for valuing the
assets and related liabilities for the Portfolio;
(xii) The charges and expenses of the Custodian, independent
accountants and independent legal counsel retained by the Fund, the charges and
expenses of any independent proxy solicitation firm retained by the Fund to
solicit voting instructions from policyowners with respect to Portfolio Shares,
and the charges and expenses of any trade association fees; and
(xiv) All other expenses not specifically assumed hereunder by
Chubb Investment.
(b) Expenses of Chubb Investment. As between the Fund and Chubb
Investment, the costs and expenses of providing the necessary facilities,
personnel, office equipment and supplies, office space, telephone service, and
other utility service necessary to carry out its obligations hereunder shall be
borne exclusively by Chubb Investment, except as otherwise herein expressly
provided. In addition, Chubb Investment shall pay and assume all expenses
specifically assumed by Chubb Investment as set forth in Paragraphs 1(b)(1),
(3), (4), (7), (8), (9), (10) and (11); and 1(c), (d), (e), (f) and (g) of this
Investment Management Agreement.
14. Duration and Termination of the Agreement. This Investment Management
Agreement shall become effective as of the date first written above and shall
remain in force until the first meeting of shareholders of the Portfolio, at
which meeting it must be approved by a vote of the majority of the outstanding
shares of the Portfolio to remain effective. Thereafter, it shall continue in
effect with respect to the Portfolio 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 shares of
the Portfolio, and (b) a vote of a majority of those directors of the Fund who
are not parties to this Investment Management Agreement nor interested persons
of any party to this Investment Management Agreement, cast in person at a
meeting called for the purpose of voting on such approval. This Investment
Management Agreement may be terminated, without the payment of any penalty, by
the Board of Directors of the Fund or by vote of a majority of the outstanding
shares of the Portfolio on sixty days' written notice to Chubb Investment, or by
Chubb Investment on sixty days' written notice to the Fund. This Investment
Management Agreement shall automatically terminate in the event of its
assignment.
15. Amendment of the Agreement. This Investment Management Agreement may be
amended with respect to the Portfolio only if, to the extent required by law,
such amendment is specifically approved by (a) the vote of a majority of the
outstanding shares of the Portfolio, and (b) by the vote of the Board of
Directors of the Fund, including a majority of those directors of the Fund who
are not parties to nor interested persons of any party to this Investment
Management Agreement cast in person at a meeting called for the purpose of
voting on such approval.
16. Definitions. The terms "assignment," "interested person," and
"majority of the outstanding shares," when used in this Investment Management
Agreement, shall have the respective meanings specified under the Investment
Company Act and rules thereunder.
17. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
18. Name. This Investment Management Agreement is entered into in
conjunction with an agreement, dated February 15, 1985, between the Fund and The
Chubb Corporation granting the Fund a license to use the word "Chubb" in its
corporate name and to use such words in connection with its business.
19. Governing Law. The provisions of this Investment Management 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 and rules thereunder 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 and rules thereunder or
other federal laws and regulations which may be applicable the latter shall
control.
CHUBB AMERICA FUND, INC.
Attest: By:▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
CHUBB INVESTMENT ADVISORY
CORPORATION
Attest: By:▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:President