EXHIBIT 23(D)(VII)
FORM OF SUB-ADVISORY AGREEMENT
REAL ESTATE MANAGEMENT SERVICES GROUP, LLC
THIS SUB-ADVISORY AGREEMENT is made as of the day of
, 2003, among WT Investment Trust I, a Delaware business trust (the
"Fund"), ▇▇▇▇▇▇ Square Management Corporation (the "Adviser"), a corporation
organized under the laws of the state of Delaware, and Real Estate Management
Services Group, LLC, a Florida limited liability company (the "Sub-Adviser").
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end management investment
company and offers for public sale distinct series of shares of beneficial
interest; and
WHEREAS, the Real Estate Series (the "Series") is a series of
the Fund; and
WHEREAS, the Adviser acts as the investment adviser for the
Series pursuant to the terms of an Investment Advisory Agreement between the
Fund and the Adviser under which the Adviser is responsible for the coordination
of investment of the Series' assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the Investment
Advisory Agreement to delegate its investment responsibilities to one or more
persons or companies;
NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, the Fund, the Adviser and the Sub-Adviser agree as
follows:
Section 1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Fund hereby
appoint and employ the Sub-Adviser as a discretionary portfolio manager, on the
terms and conditions set forth herein, of those assets of the Series which the
Adviser determines to assign to the Sub-Adviser (those assets being referred to
as the "Series Account"). The Adviser may, from time to time, make additions to
and withdrawals, including cash and cash equivalents, from the Series Account.
Section 2. ACCEPTANCE OF APPOINTMENT. The Sub-Adviser accepts its
appointment as a discretionary portfolio manager and agrees to use its
professional judgment to make investment decisions for the Series with respect
to the investments of the Series Account and to implement such decisions on a
timely basis in accordance with the provisions of this Agreement.
Section 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the
Sub-Adviser with copies properly certified or authenticated of each of the
following and will promptly provide the Sub-Adviser with copies properly
certified or authenticated of any amendment or supplement thereto:
a. The Series' Investment Advisory Agreement;
b. The Fund's most recent effective registration
statement and financial statements as filed with the Securities and Exchange
Commission;
c. The Fund's Agreement and Declaration of Trust and
By-Laws; and
d. Any policies, procedures or instructions adopted or
approved by the Fund's Board of Trustees relating to obligations and services
provided by the Sub-Adviser.
Section 4. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The
Sub-Adviser is hereby employed and authorized to select portfolio securities for
investment by the Series, to purchase and to sell securities for the Series
Account, and upon making any purchase or sale decision, to place orders for the
execution of such portfolio transactions in accordance with Sections 6 and 7
hereof and Schedule A hereto (as amended from time to time). In providing
portfolio management services to the Series Account, the Sub-Adviser shall be
subject to and shall conform to such investment restrictions as are set forth in
the 1940 Act and the rules thereunder, the Internal Revenue Code, applicable
state securities laws, applicable statutes and regulations of foreign
jurisdictions, the supervision and control of the Board of Trustees of the Fund,
such specific instructions as the Board of Trustees may adopt and communicate to
the Sub-Adviser, the investment objective, policies and restrictions of the Fund
applicable to the Series furnished pursuant to Section 5 of this Agreement, the
provisions of Schedule A and Schedule B hereto and other instructions
communicated to the Sub-Adviser by the Adviser. The Sub-Adviser is not
authorized by the Fund to take any action, including the purchase or sale of
securities for the Series Account, in contravention of any restriction,
limitation, objective, policy or instruction described in the previous sentence.
The Sub-Adviser shall maintain on behalf of the Fund the records listed in
Schedule B hereto (as amended from time to time). At the Fund's reasonable
request, the Sub-Adviser will consult with the Fund or with the Adviser with
respect to any decision made by it with respect to the investments of the Series
Account.
Section 5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Fund
will provide the Sub-Adviser with the statement of investment objective,
policies and restrictions applicable to the Series as contained in the Series'
Prospectus and Statement of Additional Information, all amendments or
supplements to the Prospectus and Statement of Additional Information, and any
instructions adopted by the Board of Trustees supplemental thereto. The Fund
agrees, on an ongoing basis, to notify the Sub-Adviser in writing of each change
in the fundamental and non-fundamental investment policies of the Series and
will provide the Sub-Adviser with such further information concerning the
investment objective, policies, restrictions and such other information
applicable thereto as the Sub-Adviser may from time to time reasonably request
for performance of its obligations under this Agreement. The Fund retains the
right, on written notice to the Sub-Adviser or the Adviser, to modify any such
objective, policies or restrictions in accordance with applicable laws, at any
time.
Section 6. TRANSACTION PROCEDURES. All transactions will be
consummated by payment to or delivery by the custodian designated by the Fund
(the "Custodian"), or such depositories or agents as may be designated by the
Custodian in writing, of all cash and/or securities due to or from the Series
Account, and the Sub-Adviser shall not have possession or custody thereof. The
Sub-Adviser shall advise the Custodian and confirm in writing to the Fund and to
the administrator designated by the Fund or any other designated agent of the
Fund, all investment
-2-
orders for the Series Account placed by it with brokers and dealers at the time
and in the manner set forth in Schedule B hereto (as amended from time to time).
The Fund shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the Sub-Adviser.
The Fund shall be responsible for all custodial arrangements and the payment of
all custodial charges and fees, and, upon giving proper instructions to the
Custodian, the Sub-Adviser shall have no responsibility or liability with
respect to custodial arrangements or the acts, omissions or other conduct of the
Custodian, except that it shall be the responsibility of the Sub-Adviser to take
appropriate action if the Custodian fails to confirm in writing proper execution
of the instructions.
Section 7. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have
authority and discretion to select brokers and dealers (including brokers that
may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c)
hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for
the selection of the markets on or in which the transactions will be executed,
subject to the following and subject to conformance with the policies and
procedures disclosed in the Fund's Prospectus and Statement of Additional
Information and the policies and procedures adopted by the Fund's Board of
Trustees.
a. In executing portfolio transactions, the Sub-Adviser
will give primary consideration to securing the best price and execution.
Consistent with this policy, the Sub-Adviser may consider the financial
responsibility, research and investment information and other services provided
by brokers or dealers who may effect or be a party to any such transaction or
other transactions to which other clients of the Sub-Adviser may be a party. It
is understood that neither the Fund, the Adviser nor the Sub-Adviser has adopted
a formula for allocation of the Fund's investment transaction business. It is
also understood that it is desirable for the Fund that the Sub-Adviser have
access to supplemental investment and market research and security and economic
analyses provided by certain brokers who may execute brokerage transactions at a
higher commission to the Fund than may result when allocating brokerage to other
brokers on the basis of seeking the lowest commission. Therefore, the
Sub-Adviser is authorized to place orders for the purchase and sale of
securities for the Series with certain such brokers, subject to review by the
Fund's Board of Trustees from time to time with respect to the extent and
continuation of this practice. It is understood that the services provided by
such brokers may be useful to the Sub-Adviser in connection with its services to
other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place
orders with certain brokers for services deemed by the Adviser to be beneficial
for the Fund; and the Sub-Adviser shall follow the directions of the Adviser or
the Fund in this regard.
b. On occasions when the Sub-Adviser deems the purchase
or sale of a security to be in the best interest of the Series as well as other
clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be sold or purchased in order to obtain the best
price and execution. In such event, allocation of the securities so purchased or
sold, as well as expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Fund in respect of the Series and to such
other clients.
-3-
c. The Sub-Adviser agrees that it will not execute any
portfolio transactions for the Series Account with a broker or dealer which is
(i) an affiliated person of the Fund, including the Adviser or any Sub-Adviser
for any Series of the Fund; (ii) a principal underwriter of the Fund's shares;
or (iii) an affiliated person of such an affiliated person or principal
underwriter, unless such transactions are executed (x) with the prior written
approval of the Adviser or (y) in accordance with Rule 17e-1 of the 1940 Act and
the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1. The
Adviser agrees that it will provide the Sub-Adviser with a list of such brokers
and dealers.
d. The Adviser shall render regular reports to the Fund
of the total brokerage business placed and the manner in which the allocation
has been accomplished.
Section 8. PROXIES. The Sub-Adviser will vote all proxies solicited by
or with respect to issuers of securities in which assets of the Series Account
may be invested from time to time. At the request of the Sub-Adviser, the
Adviser shall provide the Sub-Adviser with its recommendations as to the voting
of such proxies.
Section 9. REPORTS TO THE SUB-ADVISER. The Fund will provide the
Sub-Adviser with such periodic reports concerning the status of the Series
Account as the Sub-Adviser may reasonably request.
Section 10. FEES FOR SERVICES. For the services to be provided hereunder,
the Series shall pay the Sub-Adviser a sub-advisory fee calculated at the annual
rates listed on the attached Schedule C. The fee shall be payable monthly as
soon as practicable after the last day of each month based on the Series
Account's average daily net assets.
Section 11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Fund
acknowledges that the Sub-Adviser or one or more of its affiliated persons may
have investment responsibilities or render investment advice to or perform other
investment advisory services for other individuals or entities and that the
Sub-Adviser, its affiliated persons or any of its or their directors, officers,
agents or employees may buy, sell or trade in any securities for its or their
own respective accounts ("Affiliated Accounts"). Subject to the provisions of
Section 7(b) hereof, the Fund agrees that the Sub-Adviser or its affiliated
persons may give advice or exercise investment responsibility and take such
other action with respect to other Affiliated Accounts which may differ from the
advice given or the timing or nature of action taken with respect to the Series
Account, provided that the Sub-Adviser acts in good faith, and provided further,
that it is the Sub-Adviser's policy to allocate, within its reasonable
discretion, investment opportunities to the Series Account over a period of time
on a fair and equitable basis relative to the Affiliated Accounts, taking into
account the investment objective and policies of the Series and any specific
investment restrictions applicable thereto. The Fund 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 Series Account may have an interest from time to time, whether in
transactions which involve the Series Account or otherwise. The Sub-Adviser
shall have no obligation to acquire for the Series Account a position in any
investment which any Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of any such investment,
either for the Series Account or otherwise.
-4-
Section 12. CERTIFICATE OF AUTHORITY. The Fund, the Adviser and the
Sub-Adviser shall furnish to each other from time to time certified copies of
the resolutions of their Boards of Trustees/Directors or executive committees,
as the case may be, evidencing the authority of officers and employees who are
authorized to act on behalf of the Fund, a Series Account, the Adviser and/or
the Sub-Adviser.
Section 13. LIMITATION OF LIABILITY. The Sub-Adviser 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 Agreement, or in
accordance with (or in the absence of) specific directions or instructions from
the Fund or the Adviser, provided, however, that such acts or omissions shall
not have resulted from the Sub-Adviser's willful misfeasance, bad faith, gross
negligence or a reckless disregard of duty. Nothing in this Section 13 shall be
construed in a manner inconsistent with Section 17(i) of the 1940 Act.
Section 14. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the
Adviser and the Fund to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction, the parties hereto shall
treat as confidential all material non-public information pertaining to the
Series Account and the actions of the Sub-Adviser, the Adviser and the Fund in
respect thereof.
Section 15. ASSIGNMENT. This Agreement shall terminate automatically in
the event of its assignment. The Sub-Adviser shall notify the Fund and the
Adviser in writing sufficiently in advance of any proposed change of control
within the meaning of the 1940 Act to enable the Fund and the Adviser to take
the steps necessary to enter into a new contract with the Sub-Adviser.
Section 16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE FUND.
The Fund represents, warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board
of Trustees of the Fund to provide investment services to the Series Account as
contemplated hereby.
b. The Fund will deliver to the Sub-Adviser a true and
complete copy of its then current Prospectus and Statement of Additional
Information as effective from time to time and such other documents or
instruments governing the investment of the Series Account and such other
information as is necessary for the Sub-Adviser to carry out its obligations
under this Agreement.
c. The Fund is currently in compliance and shall at all
times continue to comply with the requirements imposed upon the Fund by
applicable law and regulations.
Section 17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER.
The Adviser represents, warrants and agrees that:
a. The Adviser has been duly authorized by the Board of
Trustees of the Fund to delegate to the Sub-Adviser the provision of investment
services to the Series Account as contemplated hereby.
-5-
b. The Adviser is currently in compliance and shall at
all times continue to comply with the requirements imposed upon the Adviser by
applicable law and regulations.
-6-
Section 18. REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER.
The Sub-Adviser represents, warrants and agrees that:
a. The Sub-Adviser is registered as an "investment
adviser" under the Investment Advisers Act of 1940 ("Advisers Act") or is a
"bank" as defined in Section 202(a)(2) of the Advisers Act.
b. The Sub-Adviser will maintain, keep current and
preserve on behalf of the Fund, in the manner required or permitted by the 1940
Act, the records identified in Schedule B. The Sub-Adviser agrees that such
records (unless otherwise indicated on Schedule B) are the property of the Fund,
and will be surrendered to the Fund promptly upon request. The Sub-Adviser
agrees to keep confidential all records of the Fund and information relating to
the Fund, unless the release of such records or information is otherwise
consented to in writing by the Fund or the Adviser. The Fund and the Adviser
agree that such consent shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities.
c. The Sub-Adviser will complete such reports concerning
purchases or sales of securities on behalf of the Series Account as the Adviser
or the Fund may from time to time require to ensure compliance with the 1940
Act, the Internal Revenue Code, applicable state securities laws and applicable
statutes and regulations of foreign jurisdictions.
d. The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and Section
204A of the Advisers Act and has provided the Fund with a copy of the code of
ethics and evidence of its adoption. Within forty-five (45) days of the end of
the last calendar quarter of each year while this Agreement is in effect, the
president or a vice president or general partner of the Sub-Adviser shall
certify to the Fund that the Sub-Adviser has complied with the requirements of
Rule 17j-1 and Section 204A during the previous year and that there has been no
material violation of the Sub-Adviser's code of ethics or, if such a material
violation has occurred, that appropriate action was taken in response to such
violation. Upon the written request of the Fund, the Sub-Adviser shall permit
the Fund, its employees or its agents to examine the reports required to be made
to the Sub-Adviser by Rule 17j-1(d)(1).
e. The Sub-Adviser will promptly after filing with the
Securities and Exchange Commission an amendment to its Form ADV furnish a copy
of such amendment to the Fund and the Adviser.
f. The Sub-Adviser will immediately notify the Fund and
the Adviser of the occurrence of any event which would disqualify the
Sub-Adviser from serving as an investment adviser of an investment company
pursuant to Section 9 of the 1940 Act or otherwise. The Sub-Adviser will also
immediately notify the Fund and the Adviser if it is served or otherwise
receives notice of any action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, public board or body, involving the
affairs of the Series.
-7-
Section 19. AMENDMENT. This Agreement may be amended at any time, but only
by written agreement among the Sub-Adviser, the Adviser and the Fund, which
amendment, other than amendments to Schedules A and B, is subject to the
approval of the Board of Trustees and, to the extent required by the 1940 Act,
the shareholders of the Series in the manner required by the 1940 Act and the
rules thereunder, subject to any applicable orders of exemption issued by the
Securities and Exchange Commission.
Section 20. EFFECTIVE DATE; TERM. This Agreement shall become
effective on the date first written above and shall remain in force for a period
of time of two years from such date, and from year to year thereafter but only
so long as such continuance is specifically approved at least annually by the
vote of a majority of the Trustees who are not interested persons of the Fund,
the Adviser or the Sub-Adviser, cast in person at a meeting called for the
purpose of voting on such approval, and by a vote of the Board of Trustees or of
a majority of the outstanding voting securities of the Series. The aforesaid
requirement that this Agreement may be continued "annually" shall be construed
in a manner consistent with the 1940 Act and the rules and regulations
thereunder.
Section 21. TERMINATION.
a. This Agreement may be terminated by the Fund (by a
vote of the Board of Trustees of the Fund or by a vote of a majority of the
outstanding voting securities of the Series), without the payment of any
penalty, immediately upon written notice to the other parties hereto, in the
event of a material breach of any provision thereof by the party so notified or
otherwise by the Fund, upon sixty (60) days' written notice to the other parties
hereto, but any such termination shall not affect the status, obligations or
liabilities of any party hereto to the others.
b. This Agreement may also be terminated by the Adviser
or the Sub-Adviser, without the payment of any penalty immediately upon written
notice to the other parties hereto, in the event of a material breach of any
provision thereof by the party so notified if such breach shall not have been
cured within a 20-day period after notice of such breach or otherwise by the
Adviser or the Sub-Adviser upon sixty (60) days' written notice to the other
parties hereto, but any such termination shall not affect the status,
obligations or liabilities of any party hereto to the others.
Section 22. DEFINITIONS. As used in this Agreement, the terms
"affiliated person," "assignment," "control," "interested person," "principal
underwriter" and "vote of a majority of the outstanding voting securities" shall
have the meanings set forth in the 1940 Act and the rules and regulations
thereunder, subject to any applicable orders of exemption issued by the
Securities and Exchange Commission.
Section 23. NOTICE. Any notice under this Agreement shall be given in
writing addressed and delivered or mailed, postage prepaid, to the other parties
to this Agreement at their principal place of business.
Section 24. SEVERABILITY. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
-8-
Section 25. GOVERNING LAW. To the extent that state law is not preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Delaware.
Section 26. ENTIRE AGREEMENT. This Agreement and the Schedules attached
hereto embodies the entire agreement and understanding between the parties.
[Signature Page Follows]
-9-
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed, as of the day and year first written above.
WT INVESTMENT TRUST I
on behalf of the Real Estate Series
By: ________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ SQUARE MANAGEMENT CORPORATION
By: ________________________________
Name:
Title:
REAL ESTATE MANAGEMENT SERVICES
GROUP, LLC
By: ________________________________
Name:
Title:
SCHEDULE A
OPERATING PROCEDURES
From time to time the Adviser shall issue written Operating Procedures which
shall govern reporting of transactions and other matters so as to facilitate (i)
the monitoring of the Fund's compliance with the restrictions and limitations
applicable to the operations of a registered investment company and (ii) the
preparation of reports to the Board of Trustees, regulatory authorities and
shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Series Account as if the Series Account
were a registered investment company subject to the investment
objective, policies and limitations applicable to the Series stated in
the Fund's Prospectus and Statement of Additional Information, as from
time to time in effect, included in the Fund's registration statement
or a supplement thereto under the Securities Act of 1933 and the
Investment Company Act of 1940 (the "1940 Act"), as each may be amended
from time to time; provided, however, that if a more stringent
restriction or limitation than any of the foregoing is stated in
Section B of this Schedule, the more stringent restriction or
limitation shall apply to the Series Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser,
on behalf of the Series Account:
1. purchase securities of any issuer if such purchase would cause
more than 10 % of the voting securities of such issuer to be
held in the Series Account (1940 Act Section 5(b)(1); IRC
Section 851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 3% of the outstanding voting stock of any
other investment company to be held in the Series
Account (1940 Act Section 12(d)(1)(A)(i)),
b. securities issued by any other investment company
having an aggregate value in excess of 5% of the
value of the total assets in the Series Account to be
held in the Series Account (1940 Act Section
12(d)(1)(A)(ii)),
c. securities issued by all other investment companies
(other than Treasury Stock) having an aggregate value
in excess of 10% of the value of the total assets of
the Series Account to be held in the Series Account
(1940 Act Section 12(d)(1)(A)(iii)),
d. more than 10% of the outstanding voting stock of any
registered closed-end investment company to be held
in the Series Account, and by any other investment
company having as its investment adviser any of the
Sub-Advisers, the Adviser, or any other investment
adviser to the Fund (1940 Act Section 12(d)(1)(C));
3. purchase securities of any insurance company if such purchase
would cause more than 10% of the outstanding voting securities
of any insurance company to be held in the Series Account
(1940 Act Section 12(d)(2)); or
4. purchase securities of or any interest in any person who is a
broker, a dealer, is engaged in the business of underwriting,
is an investment adviser to an investment company or is a
registered investment adviser under the Investment Advisers
Act of 1940 unless
a. such purchase is of a security of any issuer that, in
its most recent fiscal year, derived 15% or less of
its gross revenues from securities-related activities
(1940 Act Rule 12d3-l(a)), or
b. despite the fact that such purchase is of any
security of any issuer that derived more than 15% of
its gross revenues from securities-related
activities:
(1) immediately after the purchase of any equity
security, the Series Account would not own
more than 5% of outstanding securities of
that class of the issuer's equity securities
(1940 Act Rule 12d3-1(b)(1));
(2) immediately after the purchase of any debt
security, the Series Account would not own
more than 10% of the outstanding principal
amount of the issuer's debt securities (1940
Act Rule 12d3-1(b)(2)); and
(3) immediately after the purchase, not more
than 5% of the value of the Series Account's
total assets would be invested in the
issuer's securities (1940 Act Rule
12d3-1(b)(3)).
C. The Sub-Adviser will manage the Series Account so that no more than 10%
of the gross income of the Series Account is derived from any source other than
dividends, interest, payments with respect to securities loans (as defined in
IRC Section 512(a)(5)), and gains from the sale or other disposition of stock or
securities (as defined in the 1940 Act Section 2(a)(36)) or foreign currencies,
or other income (including, but not limited to, gains from options, futures, or
forward contracts) derived with respect to the Series' business of investing in
such stock, securities, or currencies (IRC Section 851(b)(2)).
Dated_____________________
SCHEDULE B
RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser:
A. (Rule 31a-l(b)(5) and (6)). A record of each brokerage order, and all
other portfolio purchases and sales, given by the Sub-Adviser on behalf
of the Series Account for, or in connection with, the purchase or sale
of securities, whether executed or unexecuted. Such records shall
include:
1. the name of the broker;
2. the terms and conditions of the order and of any modification
or cancellation thereof;
3. the time of entry or cancellation;
4. the price at which executed;
5. the time of receipt of a report of execution; and
6. the name of the person who placed the order on behalf of the
Series Account.
B. (Rule 31a-l(b)(9)). A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases (e.g. execution ability, execution and research) upon
which the allocation of orders for the purchase and sale of portfolio
securities to named brokers or dealers was effected, and the division
of brokerage commissions or other compensation on such purchase and
sale orders. Such record:
1. shall include the consideration given to:
a. the sale of shares of the Fund by brokers or dealers;
b. the supplying of services or benefits by brokers or
dealers to:
(1) the Fund,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical
qualifications of the brokers and dealers as such;
2. shall show the nature of the services or benefits made
available;
3. shall 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; and
4. shall show the name of the person responsible for making the
determination of such allocation and such division of
brokerage commissions or other compensation.
C. (Rule 31a-l(b)(10)). 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 and such other information as is appropriate to support the
authorization.
D. (Rule 31a-1(f)). 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 the
Sub-Adviser's transactions with respect to the Series Account.
Dated: __________________
SCHEDULE C
FEE SCHEDULE
SERIES ANNUAL FEE AS A % OF THE AVERAGE DAILY NET ASSETS OF THE
SERIES ACCOUNT
Real Estate Series 0.55% of the Series Account's first $25 million
of average daily net assets;
0.45% of the Series Account's next $25 million of average
daily net assets; and
0.35% of the Series Account's average daily net assets in
excess of $50 million