THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 Broadway
New York, New York 10019
January 27, 1997
Dear Contract Holder:
On February 28, 1997 at _________ (Eastern Time) we will hold a special meeting
of contract holders of Group Variable Annuity Contracts issued by The Mutual
Life Insurance Company of New York ("MONY") with unit interests in the Keynote
Equity Growth Subaccount (the "Subaccount") of Keynote Series Account to vote
on important proposals relating to the Subaccount.
VOTING ONLY TAKES A FEW MINUTES - PLEASE RESPOND PROMPTLY.
As a contract holder, you cast one vote for each $100 of dollar value of units
that you own. Every contract holder's vote is important, no matter how many
units you own. By separate mailing, you will obtain instructions from affected
contract participants on how to vote your units.
Please take a few minutes to read the enclosed materials and then cast your
vote on the enclosed proxy card in accordance with instructions received from
your plan participant. Items 1, 2 and 3 have been carefully considered by MONY,
which is responsible for protecting your interests as a contract holder. MONY
believes that the proposals are fair and reasonable and recommends that you
vote in favor of the proposals.
The proposals you will vote on for the Subaccount are summarized below.
Complete information is contained in the enclosed Proxy Statement.
ITEM 1. To instruct MONY to vote with respect to the approval of a new
Investment Subadvisory Agreement between Diversified Investment
Advisors, Inc. and Chancellor LGT Asset Management, Inc.
ITEM 2. To consider and vote on approval of an Amendment to the
Investment Advisory Agreement between Equity Growth Portfolio,
a series of Diversified Investors Portfolios, and Diversified
Investment Advisors, Inc.
ITEM 3. To instruct MONY to vote with respect to the selection of
Coopers & Lybrand L.L.P. as the independent certified public
accountants of Equity Growth Portfolio, a series of Diversified
Investors
Portfolios.
ITEM 4. To transact such other business as may properly come before
the Special Meeting of Contract Holders and any adjournments
thereof.
After you have voted on Items 1, 2 and 3, please be sure to SIGN YOUR PROXY
CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
This is your opportunity to voice your opinion on matters affecting the
Subaccount. Your participation is extremely important, no matter how many or
how few units you own.
We appreciate your prompt response. Thank you.
Sincerely,
[Edward P. Banks]
Vice President and Assistant Secretary
<PAGE>
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 Broadway
New York, New York 10019
NOTICE OF A SPECIAL MEETING
OF CONTRACT HOLDERS
To be held on February 28, 1997
Dear Participant:
Certain contributions made on your behalf to The Mutual Life Insurance Company
of New York ("MONY") with respect to the Group Variable Annuity Contract (the
"Contract") issued by MONY to the holder of the Contract (the "Contract
Holder") have been allocated at your direction to Keynote Equity Growth
Subaccount (the "Subaccount"), a subaccount of Keynote Series Account, a
separate account of MONY. All of the investable assets of the Subaccount are
invested in Equity Growth Portfolio (the "Portfolio"), a series of Diversified
Investors Portfolios (the "Portfolio Series"), which is a registered investment
company.
The Portfolio has called a meeting of its investors, including the Subaccount,
to vote on certain matters. MONY, as the legal owner of all of the assets of
the Subaccount, will vote on such matters in accordance with the instructions
received from contract owners of the Group Variable Annuity Contracts with unit
interests in the Subaccount, including the Contract Holder.
As a participant of record at the close of business on January 13, 1997 (the
"Record Date"), you are entitled to instruct the Contract Holder as to how it
should vote on certain proposals to be considered at a Special Meeting of
Contract Holders described in the enclosed Notice of Special Meeting and at any
adjournments thereof (the "Meeting"). The enclosed Proxy Statement and Notice
of Special Meeting with accompanying form of proxy are being mailed to you and
other participants by the Contract Holder on or about January 27, 1997.
The Meeting will be held at the offices of [MONY at 1740 Broadway, New York,
New York 10019], on February 28, 1997 at __________ Eastern Time. You are
entitled to provide the Contract Holder with voting instructions for the
following proposals to be voted upon:
ITEM 1. To instruct MONY to vote with respect to approval of a new
Investment Subadvisory Agreement between Diversified Investment
Advisors, Inc. and Chancellor LGT Asset Management, Inc.
ITEM 2. To consider and vote on approval of an Amendment to the
Investment Advisory Agreement between Equity Growth Portfolio,
a series of Diversified Investors Portfolios, and Diversified
Investment
Advisors, Inc.
ITEM 3. To instruct MONY to vote with respect to the selection of
Coopers & Lybrand L.L.P. as the independent certified public
accountants of Equity Growth Portfolio, a series of Diversified
Investors Portfolios.
The proposals to be considered at the Meeting are discussed in the enclosed
Proxy Statement. You are urged to read the enclosed Proxy Statement prior to
completing your ballot instructing the Contract Holder how to vote.
<PAGE>
To instruct the Contract Holder as to how to vote your interests in the
Contract allocated to the Subaccount, you are asked to promptly mark your
voting instructions on the enclosed ballot, then sign, date and mail it in the
accompanying envelope.
IF A BALLOT NOT MARKED TO INDICATE VOTING INSTRUCTIONS BUT IS SIGNED, DATED AND
RETURNED IT WILL BE TREATED AS AN INSTRUCTION TO VOTE THE INTERESTS REPRESENTED
THEREBY FOR THE PROPOSALS.
THE UNIT INTERESTS FOR WHICH THE CONTRACT HOLDER RECEIVES NO VOTING
INSTRUCTIONS FROM PARTICIPANTS WILL BE VOTED BY THE CONTRACT HOLDER IN THE SAME
PROPORTION AS UNIT INTERESTS FOR WHICH THE CONTRACT HOLDER DOES, IN FACT,
RECEIVE VOTING INSTRUCTIONS.
MONY is not aware of any matters, other than the specified proposals, to be
acted upon at the Meeting. If any other matters come before the Meeting, the
Contract Holder will vote upon such matters in its discretion. The Contract
Holder reserves the right to vote for the adjournment of the Meeting for the
purpose of further solicitation of voting instructions.
At any time prior to the vote by the Contract Holder of the interests in the
Subaccount, you may revoke your voting instructions by written notice to the
Assistant Secretary of MONY at 1740 Broadway, New York, New York 10019.
In addition to solicitation by mail, ballots may be solicited by the Board of
Directors, officers and employees of the Contract Holder without compensation
therefor.
Very truly yours,
THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK
By: _________________________________
Title: Vice President and Assistant Secretary
January 27, 1997
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED BALLOT, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSES OF
A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND
IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
KEYNOTE SERIES ACCOUNT
a separate account of The Mutual Life Insurance Company of New York
1740 Broadway
New York, New York 10019
Telephone: (212) 708-2000
NOTICE OF SPECIAL MEETING OF CONTRACT HOLDERS
TO BE HELD FEBRUARY 28, 1997
A Special Meeting of Contract Holders of Group Variable Annuity Contracts
issued by The Mutual Life Insurance Company of New York ("MONY") with unit
interests in the KEYNOTE EQUITY GROWTH SUBACCOUNT (the "Subaccount") of KEYNOTE
SERIES ACCOUNT ("Keynote"), a unit investment trust registered with the
Securities and Exchange Commission, will be held at the offices of [MONY, 1740
Broadway, New York, New York 10019,] on February 28, 1997 at ____________,
Eastern Time, for the following purposes:
ITEM 1. To instruct MONY to vote with respect to the approval of a new
Investment Subadvisory Agreement between Diversified Investment
Advisors, Inc. and Chancellor LGT Asset Management, Inc.
ITEM 2. To consider and vote on approval of an Amendment to the
Investment Advisory Agreement between Equity Growth Portfolio,
a series of Diversified Investors Portfolios, and Diversified
Investment Advisors, Inc.
ITEM 3. To instruct MONY to vote with respect to the selection of
Coopers & Lybrand L.L.P. as the independent certified public
accountants of Equity Growth Portfolio, a series of Diversified
Investors Portfolios.
ITEM 4. To transact such other business as may properly come before
the Special Meeting of Contract Holders and any adjournments
thereof.
THE BOARD OF DIRECTORS OF MONY RECOMMENDS THAT YOU VOTE IN FAVOR OF ITEMS 1, 2
AND 3.
Only contract holders of record on January 13, 1997 will be entitled to vote at
the Special Meeting of Contract Holders and at any adjournments thereof.
[Edward P. Bank], Vice President and Assistant Secretary
January 27, 1997
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSES OF
A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND
IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
KEYNOTE EQUITY GROWTH SUBACCOUNT
OF
KEYNOTE SERIES ACCOUNT
a separate account of The Mutual Life Insurance Company of New York
1740 Broadway
New York, New York 10019
Telephone: (212) 708-2000
PROXY STATEMENT
This Proxy Statement and Notice of Special Meeting with accompanying form of
proxy are being mailed on or about January 27, 1997 by the Board of Directors
of The Mutual Life Insurance Company of New York ("MONY"), on behalf of Keynote
Series Account ("Keynote"), a separate account of MONY. They are being
furnished in connection with the solicitation by the Board of Directors of MONY
of proxies of contract holders (the "Contract Holders") of Group Variable
Annuity Contracts (the "Contracts") issued by MONY with unit interests
("Units") in the Keynote Equity Growth Subaccount (the "Subaccount"), for use
at the special meeting of Contract Holders, or any adjournment thereof, to be
held at the offices of [MONY, 1740 Broadway, New York, New York 10019,] on
February 28, 1997, _____________, Eastern Time (the "Meeting"), for the
purposes set forth in the accompanying Notice of Special Meeting.
The Subaccount is one of seven subaccounts of Keynote, which is registered with
the Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940, as amended (the "1940 Act"). Keynote was
established as a separate account under the New York Insurance Law by MONY on
December 16, 1987. The Subaccount was established on the same date. [Verify]
The mailing address of MONY and Keynote is 1740 Broadway, New York, New York
10019. All of the investable assets of the Subaccount are invested in Equity
Growth Portfolio (the "Portfolio"), a series of Diversified Investors
Portfolios (the "Portfolio Series"), which is registered with the Securities
and Exchange Commission as an investment company under the 1940 Act.
The annual report for the Subaccount for the period ended December 31, 1995,
including audited financial statements, and the semi-annual report for the
Subaccount for the period ended June 30, 1996 have previously been sent to
Contract Holders and are available upon request without charge by contacting
[INSERT NAME AND ADDRESS] or by calling MONY toll-free at [---------------].
MANNER OF VOTING PROXIES AND VOTE REQUIRED
The Subaccount is a holder of a beneficial interest in the Portfolio. MONY, as
the legal owner of all of the assets of the Subaccount, has been asked to vote
on a certain matters with respect to the Portfolio because the Portfolio has
called a meeting of its investors to vote on such matters. MONY will vote on
such matters in accordance with the instructions received from Contact Holders.
Each employee participating under a Contract issued to or adopted by a Contract
Holder on the Record Date (a "Participant") shall have the right to give
written instructions to the applicable Contract Holder with respect to the
interests in the Portfolio attributable to his or her portion of the Units held
in the Subaccount. Each Contract Holder shall provide voting instructions to
MONY with respect to its Units in accordance with the instructions received
from its Participants.
The close of business on January 13, 1997 has been fixed as the Record Date for
the determination of (a) Contract Holders entitled to notice of and to vote at
<PAGE>
the Meeting, and (b) Participants entitled to give instructions to Contract
Holders as to how to vote at the Meeting. Contract Holders of record at the
close of business on the Record Date will be entitled to one vote per $100 of
dollar value of Units in the Subaccount, with fractional votes for amounts less
than $100. Units with aggregate dollar value of [$______________] were
outstanding as of the close of business on the Record Date.
If the accompanying form of proxy is executed properly and returned, the Units
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked prior to its exercise by a signed
writing delivered at the Meeting or filed with the Assistant Secretary of MONY
at 1740 Broadway, New York, New York 10019.
The presence in person or by proxy of the holders of a majority of the Units of
the Subaccount is required to constitute a quorum at the Meeting. For purposes
of determining the presence of a quorum for transacting business at the
Meeting, abstentions will be treated as Units that are present but which have
not been voted. For this reason, abstentions will have the effect of a "no"
vote for purposes of obtaining the requisite approval of the proposal. Because
MONY is the sole Contract Holder, a quorum will be present at the Meeting.
MONY, as the sole Contract Holder, will vote its Units in accordance with
instructions received from the Participants, as described below. MONY will vote
all Units for which no instructions are received for the proposals.
The cost of soliciting proxies in the accompanying form, including the fees of
a proxy soliciting agent, will be borne by the Subaccount. In addition to
solicitation by mail, proxies may be solicited by the Board of Directors,
officers and regular employees and agents of MONY without compensation
therefor. The Subaccount will reimburse Contract Holders and others for their
expenses in forwarding proxy materials to Participants and soliciting them to
provide instructions to the Contract Holders.
INTERESTS OF CERTAIN PERSONS
As of the Record Date, no Directors or officers of MONY owned beneficially or
had the right to vote outstanding Units. As of the Record Date, MONY owned of
record 100% of the outstanding Units.
SUBMISSION OF CERTAIN PROPOSALS
Since neither Keynote nor the Subaccount holds annual meetings of contract
holders, Contract Holder proposals to be presented at any subsequent meeting of
contract holders must be received by MONY at its office within a reasonable
time before the proxy solicitation is made.
BACKGROUND
As disclosed in Keynote's Prospectus, the Subaccount is a SpokeSM fund within a
two-tier, master/feeder fund structure, also referred to as a Hub and Spoke(R)
investment fund structure. Hub and Spoke(R) is a registered service mark of
Signature Financial Group, Inc. In such Hub and Spoke(R) investment fund
structure, all of the investable assets of the Subaccount are invested in the
Portfolio.
Diversified Investment Advisors, Inc., a Delaware corporation (the "Adviser"),
4 Manhattanville Road, Purchase, New York 10577, manages the assets of the
Portfolio pursuant to an Investment Advisory Agreement dated as of January 3,
1994 (the "Advisory Agreement"). The Advisory Agreement was most recently
<PAGE>
approved by the Board of Trustees of the Portfolio Series, including a majority
of the Trustees who are not "interested persons," as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), of any party to such
agreement (the "Independent Trustees") on November 12, 1996. Subject to the
terms of the Advisory Agreement, the Adviser is responsible for the management
of the Portfolio, selects, subject to the review and approval of the Board of
Trustees of the Portfolio Series, an appropriate subadviser to make the
day-to-day investment selections for the Portfolio consistent with the
guidelines and directions set by the Adviser and the Board of Trustees of the
Portfolio Series, and reviews such subadviser's continued performance.
Jundt Associates, Inc. ("Jundt") is a [__________] corporation with principal
offices at 1550 Utica Avenue South, Suite 950, St. Louis Park, Minnesota 55416.
Prior to November 15, 1996, Jundt served as the investment subadviser of the
Portfolio pursuant to an Investment Subadvisory Agreement between Jundt and the
Adviser (the "Jundt Investment Subadvisory Agreement"). The Jundt Investment
Subadvisory Agreement was most recently approved by the Board of Trustees of
the Portfolio Series, including a majority of the Independent Trustees on
November __, 1995.
At a meeting of the Board of Trustees of the Portfolio Series held on November
12, 1996, the Board reviewed, at the Adviser's request, certain investment
strategies for the Portfolio. The Board authorized the Adviser to terminate the
Jundt Investment Subadvisory Agreement and enter into a new subadvisory
agreement with Chancellor LGT Asset Management, Inc. ("Chancellor LGT"). The
Adviser terminated the Jundt Investment Subadvisory Agreement effective
November 15, 1996. The Adviser also entered into an Investment Subadvisory
Agreement with Chancellor LGT dated as of November 15, 1996 (the "Chancellor
LGT Investment Subadvisory Agreement").
In its negotiations with Chancellor LGT about the Chancellor LGT Investment
Subadvisory Agreement, the Adviser has agreed to pay Chancellor LGT a lower
subadvisory fee than that which was payable to Jundt under the Jundt Investment
Subadvisory Agreement. Because of this lower fee payable by the Adviser to
Chancellor LGT under the Chancellor LGT Investment Subadvisory Agreement, the
Adviser has agreed to lower the fee to be paid to it by the Portfolio under the
Advisory Agreement. The Adviser has not lowered its fee by the full amount of
the difference between the Chancellor LGT and Jundt subadvisory fees. At the
meeting of the Board of Trustees of the Portfolio Series held on November 12,
1996, the Board of Trustees authorized the Portfolio to enter into an Amendment
to the Advisory Agreement (the "Amendment") to reflect the lower fee payable by
the Portfolio to the Adviser for its services under the Advisory Agreement.
In accordance with the requirements of the 1940 Act, both the Chancellor LGT
Investment Subadvisory Agreement and the Amendment to the Advisory Agreement
must be approved by the holders of beneficial interests in the Portfolio. MONY,
as the legal owner of all of the assets of the Subaccount, has been asked to
vote on the approval of the Chancellor LGT Investment Subadvisory Agreement and
the Amendment to the Advisory Agreement. MONY will vote on the approval of the
Chancellor LGT Investment Subadvisory Agreement and the Amendment to the
Advisory Agreement in accordance with the instructions received from Contract
Holders at the Meeting on Items 1 and 2.
<PAGE>
ITEM 1. APPROVAL OR DISAPPROVAL OF CHANCELLOR LGT INVESTMENT
SUBADVISORY AGREEMENT
THE JUNDT AND THE CHANCELLOR LGT INVESTMENT SUBADVISORY AGREEMENTS
The terms of the Chancellor LGT Investment Subadvisory Agreement are similar to
those of the Jundt Investment Subadvisory Agreement, with the exception of the
identity of the service provider, the effective dates and termination dates and
the compensation payable to the service provider by the Adviser. A description
of the investment advisory fees to be paid to Chancellor LGT by the Adviser is
set forth below under the caption "Investment Advisory Fees." The Chancellor
LGT Investment Subadvisory Agreement became effective on November 15, 1996 and,
if approved by the vote of the holders of a "majority of the outstanding voting
securities" (as such term is defined below) of the Portfolio, will continue in
effect for a two-year period from November 15, 1996, and thereafter from year
to year, subject to approval annually in accordance with the 1940 Act. The
Chancellor LGT Investment Subadvisory Agreement may be terminated at any time
without the payment of any penalty by the Board of Trustees of the Portfolio
Series or by the vote of a "majority of the outstanding voting securities" of
the Portfolio or by the Adviser. The Chancellor LGT Investment Subadvisory
Agreement may also be terminated by Chancellor LGT upon 90 days' advance
written notice to the Adviser. The Chancellor LGT Investment Subadvisory
Agreement will also terminate automatically in the event of its "assignment"
(as defined in the 1940 Act).
Under the Chancellor LGT Investment Subadvisory Agreement, as under the Jundt
Investment Subadvisory Agreement, Chancellor LGT will furnish continuing
portfolio management services to the Portfolio, subject always to the
provisions of the 1940 Act and to the investment objectives, policies,
procedures and restrictions imposed by the Portfolio's then current
Registration Statement under the 1940 Act. Investment management decisions of
Chancellor LGT will be made by committee and not by managers individually.
Chancellor LGT will also provide the Adviser with such investment advice and
reports and data as are requested by the Adviser.
Like the Jundt Investment Subadvisory Agreement, the Chancellor LGT Investment
Subadvisory Agreement provides that Chancellor LGT shall be responsible only
for managing the assets of the Portfolio in good faith and in accordance with
investment guidelines, and shall have no responsibility whatsoever for, and
shall incur no liability on account of, (i) diversification, selection or
establishment of such investment guidelines, (ii) advice on, or management of,
any other assets for the Adviser, (iii) filing of any tax or information
returns or forms, withholding or paying any taxes, or seeking any exemption or
refund, (iv) registration with any government or agency, or (v) administration
of the plans and trusts investing through the Portfolio, and shall be
indemnified by the Adviser for any loss in carrying out the terms and
provisions of the agreement, including reasonable attorney's fees,
indemnification to and brokers and commission merchants, fines, taxes,
penalties and interest. Chancellor LGT, however, shall be liable for any
liability, damages, or expenses of the Adviser arising out of the negligence,
malfeasance or violation of applicable law by it or any of its employees in
providing management under the Chancellor LGT Investment Subadvisory Agreement;
and, in such cases, the indemnification by the Adviser referred to above shall
be inapplicable.
Contract Holders and Participants should refer to Exhibit A attached hereto for
the complete terms of the Chancellor LGT Investment Subadvisory Agreement, and
the description of the Chancellor LGT Investment Subadvisory Agreement set
forth herein is qualified in its entirety by the provisions of the Chancellor
LGT Investment Subadvisory Agreement as set forth in such Exhibit.
<PAGE>
INVESTMENT ADVISORY FEES
Under the Chancellor LGT Investment Subadvisory Agreement, the Adviser (not the
Portfolio) pays Chancellor LGT for its services on the basis of the annual fee
schedule set forth below:
Chancellor LGT Fee Schedule
.50% of the aggregate net assets of the Portfolio
applied to the first $50 million dollars
.30% of the aggregate net assets of the Portfolio
applied to the next $75 million dollars
.25% of the aggregate net assets of the Portfolio
applied to the next $75 million dollars
.20% of the aggregate net assets of the Portfolio
applied thereafter
Aggregate net assets are equal to the total market value of the Portfolio. Fees
will be calculated by multiplying the arithmetic average of the beginning and
ending monthly net assets in the Portfolio by the fee schedule and dividing by
twelve. The fee will be paid quarterly.
Under the Jundt Investment Subadvisory Agreement, the Adviser (not the
Portfolio) paid Jundt for its services on the basis of the annual fee schedule
set forth below:
Jundt Fee Schedule
September 24, 1993 through January 31, 1994:
.50% of aggregate net assets
February 1, 1994 and thereafter:
.625% of the aggregate net assets or 50% of the Portfolio's
asset charge to participants if this charge exceeded 1.25%
Aggregate net assets were equal to the total market value of the Portfolio.
Fees were calculated monthly by multiplying the arithmetic average of the
beginning and ending monthly net assets of the Portfolio by the fee schedule
and dividing by twelve. Fees were paid by the Adviser quarterly.
Approval of the Chancellor LGT Investment Subadvisory Agreement , by itself,
would have no effect upon the amount of advisory fees paid by the Portfolio to
the Adviser. The Adviser, not the Portfolio, pays investment advisory fees to
Chancellor LGT as a subadviser to the Portfolio. Chancellor LGT will receive
from the Adviser a lower level of compensation than the Adviser would have paid
to Jundt under the Jundt Investment Subadvisory Agreement. Because Chancellor
LGT will receive a lower level of fees from the Adviser and because the
Adviser's fees will not decrease by an equal amount even if the Amendment to
the Advisory Agreement described under Item 2 is approved, the Adviser will be
able to retain more of the fees paid to it by the Portfolio.
Fees accrued to Jundt for services provided pursuant to the Jundt Investment
Subadvisory Agreement for the period from January 1, 1996 to December 31, 1996
were [$_________]. Neither Jundt nor any affiliated person of Jundt nor any
<PAGE>
affiliated person of such person received any other fees from the Adviser or
from the Portfolio for services provided to the Portfolio during the fiscal
year of the Portfolio ended December 31, 1996. There were no other material
payments by the Adviser or the Portfolio to Jundt, any affiliated person of
Jundt, or any affiliated person of such person, during the fiscal year of the
Portfolio ended December 31, 1996.
Fees that would have accrued to Chancellor LGT for services provided pursuant
to the Chancellor LGT Investment Subadvisory Agreement for the period from
January 1, 1996 to December 31, 1996, had the Chancellor LGT Investment
Subadvisory Agreement been in effect for such period, would have been
[$_________], a [____%] decrease in the amount of fees paid to Jundt for such
period under the Jundt Investment Subadvisory Agreement.
As of December 31, 1996, the Portfolio had net assets of [$----------------].
For the most recently completed fiscal year of the Portfolio, no commissions
were paid to any broker that (i) is an affiliated person of the Portfolio, or
(ii) is affiliated with any such person described in clause (i) of this
paragraph, or (iii) an affiliated person of which is an affiliated person of
the Portfolio, the Adviser, Jundt, Chancellor LGT, or the administrator or
distributor of the Portfolio.
INFORMATION REGARDING CHANCELLOR LGT
Chancellor LGT, a California corporation, was formed in 1996 as a result of the
merger between LGT Asset Management, Inc., a wholly-owned subsidiary of
Liechtenstein Global Trust AG ("LGT"), and Chancellor Capital Management, Inc.
("CCMI"), a wholly-owned subsidiary of LGT which was acquired by LGT in 1996.
Chancellor LGT is a wholly-owned subsidiary of LGT. The principal address of
Chancellor LGT is 1166 Avenue of the Americas, New York, New York 10036.
Chancellor LGT and its worldwide affiliates, including LGT Bank in
Liechtenstein, formerly Bank of Liechtenstein, comprise LGT. LGT is a provider
of global asset management and private banking products and services to
individual and institutional investors. LGT is controlled by the Prince of
Liechtenstein Foundation, which serves as the parent organization for the
various business enterprises of the Princely Family of Liechtenstein. The
principal business address of the Prince of Liechtenstein Foundation is
Herrengasse 12, FL-9490, Vaduz, Liechtenstein. At December 31, 1996, total
assets under management by Chancellor LGT for clients that are managed in a
similar manner as the Portfolio is expected to be managed by Chancellor LGT
were approximately $__________, $____________ of which were assets of
registered investment companies.
Listed below are the names, positions and principal occupations of the
directors and the principal executive officer of Chancellor LGT. The principal
business address of each director and principal executive officer, as it
relates to his or her duties at Chancellor LGT, is the same as that of
Chancellor LGT unless noted below.
<PAGE>
POSITION AND OFFICES WITH
NAME CHANCELLOR LGT OTHER EMPLOYMENT
David A. Minella Chairman of the Board Mr. Minella is Chairman of
the Board and President of
LGT Asset Management, Inc.
("LGTAM"), a Director of LGT,
President of the Asset
Management Division of LGT
and a Director of Bank of
Liechtenstein ("BIL).
H.S.H. Prince Director H.S.H. Prince Philipp is
Philipp von und zu Chairman and Chief Executive
Liechtenstein Officer of LGT and BIL and a
Liechtenstein Global Director of LGTAM.
Trust, AG
Herrengasse 12
FL-9490
Vaduz,
Liechtenstein
Warren E. Shaw Director, Chief Mr. Shaw is Director and
Executive Officer Global Chief Investment
and Chief Investment Officer of the Asset
Officer Management Division of LGT
and LGTAM.
Penny Zuckerwise Director, President Ms. Zuckerwise is a Director
and Chief Operating and Chief Operating Officer
Officer of LGTAM and a Director of
the Asset Management Division
of LGT.
Ellen H. Adams Director and Head of North Ms. Adams is a Director and
American Equities Head of North American
Equities of LGTAM.
Nina Lesavoy Director and Head of North MS. Lesavoy as a Director and
American Institutional Head of North American
Distribution Institutional Distribution of
LGTAM and a Director of the
Asset Management Division of
LGT.
Jeffrey M. Trongone Director and Chief Mr. Trongone is a Director
Financial Officer and Chief Financial Officer
of LGTAM.
Rachel L. Arfa Director and Chief Chief Legal Officer of LGTAM.
Legal Officer
Merry Quackenbush Director and Head of Head of Business Integration,
Business Integration, Strategy and Planning of
Strategy and Planning LGTAM.
John G. Greenwood Director and Chief Mr. Greenwood is Chief
Chancellor LGT Economist Economist of LGTAM.
Asset Management,
Inc.
50 California Street
San Francisco, CA
94111
There have been no purchases or sales of any interests in Chancellor LGT or LGT
or any of Chancellor LGT's or LGT's subsidiaries since the beginning of the
most recently completed fiscal year by any of the Trustees of the Portfolio
Series or any of the Directors of MONY. No officer or Trustee of the Portfolio
Series or officer or Director of MONY is an officer, employee, director or
<PAGE>
shareholder of Chancellor LGT or has any other material direct or indirect
interest in Chancellor LGT or LGT or any other person controlling, controlled
by or under common control with Chancellor LGT. Since January 1, 1996, none of
the Trustees of the Portfolio Series nor any Directors of MONY has had any
material interest, direct or indirect, in any material transactions, or in any
material proposed transactions, to which Chancellor LGT, LGT or any subsidiary
of Chancellor LGT or LGT was or is to be a party.
Chancellor LGT does not manage the assets of any other investment companies in
the manner in which the Portfolio is expected to be managed.
THE EVALUATION BY THE BOARD OF TRUSTEES
The Board of Trustees of the Portfolio Series authorized the Adviser to
terminate the Jundt Investment Subadvisory Agreement and approved the
Chancellor LGT Investment Subadvisory Agreement at a meeting held on November
12, 1996.
Before authorizing the Adviser to terminate the Jundt Investment Subadvisory
Agreement or approving the Chancellor LGT Investment Subadvisory Agreement, the
Board of Trustees of the Portfolio Series considered information with respect
to Jundt's performance under the Jundt Investment Subadvisory Agreement and
whether the Chancellor LGT Investment Subadvisory Agreement was in the best
interests of the Portfolio and its holders of beneficial interests. The
Trustees considered the nature and quality of services expected to be provided
by Chancellor LGT and reviewed and discussed information regarding fees,
expense rates and performance. In evaluating Chancellor LGT's ability to
provide services to the Portfolio, the Trustees considered information as to
Chancellor LGT's business organization, financial resources, personnel and
other matters. The Trustees compared the investment performance of certain
accounts advised by Chancellor LGT having investment objectives similar to the
Portfolio as compared to various benchmarks and to the investment performance
of the Portfolio's assets as managed by Jundt. The Trustees also compared the
amount of fees to be paid to Chancellor LGT by the Adviser under the Chancellor
LGT Investment Subadvisory Agreement to the amount of fees paid to Jundt by the
Adviser under the Jundt Investment Subadvisory Agreement.
The Board of Trustees of the Portfolio Series also considered that under
circumstances in which best price and execution may be obtained from more than
one broker or dealer, Chancellor LGT may, in its discretion, purchase and sell
securities through dealers who provide research, statistical and other
information to Chancellor LGT. Although certain research, market and
statistical information from brokers and dealers can be useful to the Portfolio
and Chancellor LGT, Chancellor LGT has advised that such information is, in its
opinion, only supplementary to Chancellor LGT's own research activities and the
information must still be analyzed, weighed and reviewed by Chancellor LGT. It
was noted that such information may be useful to Chancellor LGT in providing
services to clients other than the Portfolio. Conversely, it was noted that
information provided to Chancellor LGT by brokers and dealers through whom
other clients of Chancellor LGT effect securities transactions may be useful to
Chancellor LGT in providing services to the Portfolio.
Based upon its review, the Board of Trustees of the Portfolio Series concluded
that (a) for relevant periods Jundt's investment performance underperformed
both the performance of relevant benchmarks and Chancellor LGT's performance in
managing assets of equity growth clients, (b) the terms of the Chancellor LGT
<PAGE>
Investment Subadvisory Agreement are reasonable, fair and in the best interests
of the Portfolio and its holders of beneficial interests, and (c) the fees
provided in the Chancellor LGT Investment Subadvisory Agreement are fair and
reasonable in light of the usual and customary charges made by others for
services of the same nature and quality. Accordingly, after consideration of
the above factors, and such other factors and information as it deemed
relevant, the Board of Trustees of the Portfolio Series, including all of the
Independent Trustees, unanimously authorized the Adviser to terminate the Jundt
Investment Subadvisory Agreement, approved the Chancellor LGT Investment
Subadvisory Agreement and voted to recommend its approval by the holders of
beneficial interests in the Portfolio.
REQUIRED VOTE
Approval of the Chancellor LGT Investment Subadvisory Agreement will require
the approval of "a majority of the outstanding voting securities" (as defined
below) of the Portfolio present in person or represented by proxy at a meeting
of the holders of the beneficial interests in the Portfolio. Under the 1940
Act, a "majority of the outstanding voting securities" of an issuer means the
affirmative vote by the lesser of (a) 67% or more of the issuer's voting
securities present at a meeting if the holders of more than 50% of the issuer's
outstanding voting securities are present in person or represented by proxy or
(b) more than 50% of the issuer's outstanding voting securities (the "1940 Act
Majority").
MONY, as the legal owner of all of the assets of the Subaccount, has been asked
to vote on the approval of the Chancellor LGT Investment Subadvisory Agreement.
MONY will vote on the approval of the Chancellor LGT Investment Subadvisory
Agreement in accordance with the instructions received from Contract Holders at
the Meeting. The percentage of the Subaccount's votes representing Contract
Holders not voting at the Meeting will be voted by MONY in the same proportion
as those cast by Contract Holders who do, in fact, vote. Each Contract Holder
will in turn provide voting instructions to MONY with respect to the Contract
Holder's Units in accordance with instructions received from its Participants.
For Units for which no timely instructions from Participants are received, each
Contract Holder will instruct MONY to vote those Units in the same proportion
as Units for which the Contract Holder does, in fact, receive voting
instructions.
Because there are holders of beneficial interests in the Portfolio besides the
Subaccount, it is possible that the Chancellor LGT Investment Subadvisory
Agreement will not be approved by the requisite vote, even if MONY is
instructed to vote for approval of the Chancellor LGT Investment Subadvisory
Agreement by a 1940 Act Majority of the outstanding Units. It is also possible
that the Chancellor LGT Investment Subadvisory Agreement will be approved by
the requisite vote, even if MONY is instructed to vote against approval of the
Chancellor LGT Investment Subadvisory Agreement by a 1940 Act Majority of the
outstanding Units.
In the event that the Chancellor LGT Investment Subadvisory Agreement does not
receive the requisite approval, then the Adviser would negotiate a new
investment subadvisory agreement with a different advisory organization or make
other appropriate arrangements, in either event subject to approval in
accordance with the 1940 Act.
THE BOARD OF DIRECTORS OF MONY RECOMMENDS THAT CONTRACT HOLDERS AND THEIR
PARTICIPANTS VOTE FOR APPROVAL OF THE CHANCELLOR LGT INVESTMENT SUBADVISORY
AGREEMENT.
<PAGE>
ITEM 2. APPROVAL OR DISAPPROVAL OF AN AMENDMENT
TO THE ADVISORY AGREEMENT
THE AMENDMENT TO THE ADVISORY AGREEMENT
The proposed Amendment to the Advisory Agreement lowers the compensation
payable to the Adviser by the Portfolio under the Advisory Agreement. Under the
Advisory Agreement as currently in effect, the Portfolio pays the Adviser for
its services a fee accrued daily and payable monthly at an annual rate equal to
.70% of the Portfolio's average daily net assets. Under the Advisory Agreement
as amended by the Amendment, the Portfolio will pay the Adviser for its
services a fee accrued daily and payable monthly at an annual rate equal to
.62% of the Portfolio's average daily net assets.
The proposed Amendment does not pass through to investors the entire benefit to
the Adviser of the lower fee payable by the Adviser to Chancellor LGT under the
Chancellor LGT Investment Subadvisory Agreement than that which was payable by
the Adviser to Jundt under the Jundt Investment Subadvisory Agreement. As a
result, the Adviser will retain more of the fees payable to it by the Portfolio
under the Advisory Agreement as amended by the Amendment.
Fees accrued to the Adviser for services provided pursuant to the Advisory
Agreement for the period from January 1, 1996 to December 31, 1996 were
[$_________]. Neither the Adviser nor any affiliated person of the Adviser nor
any affiliated person of such person received any other fees from the Portfolio
for services provided to the Portfolio during the fiscal year of the Portfolio
ended December 31, 1996. There were no other material payments by the Portfolio
to the Adviser, any affiliated person of the Adviser, or any affiliated person
of such person, during the fiscal year of the Portfolio ended December 31,
1996.
Fees that would have accrued to the Adviser for services provided pursuant to
the Advisory Agreement as amended by the Amendment for the period from January
1, 1996 to December 31, 1996, had the Amendment to the Advisory Agreement been
in effect for such period, would have been [$_________], a [____%] decrease in
the amount of fees paid to the Adviser for such period under the Advisory
Agreement.
All other terms of the Advisory Agreement will remain the same. The Adviser's
obligations under the Advisory Agreement will remain the same in all respects
and there will be no reduction in the services provided by the Adviser to the
Portfolio. The Advisory Agreement became effective on January 3, 1994 and may
be terminated at any time without the payment of any penalty by the Board of
Trustees of the Portfolio Series or by the vote of a "majority of the
outstanding voting securities" of the Portfolio on 60 days' written notice to
the Adviser or by the Adviser on 90 days' written notice to the Portfolio. The
Advisory Agreement will also terminate automatically in the event of its
"assignment" (as defined in the 1940 Act).
Contract Holders and Participants should refer to Exhibit B attached hereto for
the complete terms of the Amendment to the Advisory Agreement, and the
description of the Amendment to the Advisory Agreement set forth herein is
qualified in its entirety by the provisions of the Amendment to the Advisory
Agreement as set forth in such Exhibit.
THE EVALUATION BY THE BOARD OF TRUSTEES
The Board of Trustees of the Portfolio Series approved the Amendment to the
Advisory Agreement at a meeting held on November 12, 1996.
<PAGE>
Before approving the Amendment to the Advisory Agreement, the Board of Trustees
of the Portfolio Series considered information with respect to Diversified's
performance under the Advisory Agreement and whether the Advisory Agreement, as
amended by the Amendment, was in the best interests of the Portfolio and its
holders of beneficial interests. The Trustees considered the nature and quality
of services provided by Diversified under the Advisory Agreement and the
representations from Diversified that the nature and quality of such services
provided by Diversified would remain the same under the Advisory Agreement as
amended by the Amendment. The Trustees also considered the amount of fees to be
paid to the Adviser under the Advisory Agreement as amended by the Amendment in
relation to the amount of fees to be paid to Chancellor LGT by the Adviser
under the Chancellor LGT Investment Subadvisory Agreement.
Based upon its review, the Board of Trustees of the Portfolio Series concluded
that (a) terms of the Amendment to the Advisory Agreement are reasonable, fair
and in the best interests of the Portfolio and its holders of beneficial
interests, and (b) the fees provided in the Advisory Agreement as amended by
the Amendment are fair and reasonable in light of the usual and customary
charges made by others for services of the same nature and quality.
Accordingly, after consideration of the above factors, and such other factors
and information as it deemed relevant, the Board of Trustees of the Portfolio
Series, including all of the Independent Trustees, unanimously approved the
Amendment to the Advisory Agreement and voted to recommend its approval by the
holders of beneficial interests in the Portfolio.
REQUIRED VOTE
Approval of the Amendment to the Advisory Agreement will require the approval
of a 1940 Act Majority of the outstanding voting securities of the Portfolio
present in person or represented by proxy at a meeting of the holders of the
beneficial interests in the Portfolio.
MONY, as the legal owner of all of the assets of the Subaccount, has been asked
to vote on the approval of the Amendment to the Advisory Agreement. MONY will
vote on the approval of the Amendment to the Advisory Agreement in accordance
with the instructions received from Contract Holders at the Meeting. The
percentage of the Subaccount's votes representing Contract Holders not voting
at the Meeting will be voted by MONY in the same proportion as those cast by
Contract Holders who do, in fact, vote. Each Contract Holder will in turn
provide voting instructions to MONY with respect to the Contract Holder's Units
in accordance with instructions received from its Participants. For Units for
which no timely instructions from Participants are received, each Contract
Holder will instruct MONY to vote those Units in the same proportion as Units
for which the Contract Holder does, in fact, receive voting instructions.
Because there are holders of beneficial interests in the Portfolio besides the
Subaccount, it is possible that the Amendment to the Advisory Agreement will
not be approved by the requisite vote, even if MONY is instructed to vote for
approval of the Amendment to the Advisory Agreement by a 1940 Act Majority of
the outstanding Units. It is also possible that the Amendment to the Advisory
Agreement will be approved by the requisite vote, even if MONY is instructed to
vote against the Amendment to the Advisory Agreement by a 1940 Act Majority of
the outstanding Units.
Adoption of the Amendment to the Advisory Agreement pursuant to this Item 2 is
contingent upon the approval of the Chancellor LGT Investment Subadvisory
Agreement under Item 1.
In the event that the Amendment to the Advisory Agreement does not receive the
requisite approval or in the event that the Chancellor LGT Investment
<PAGE>
Subadvisory Agreement is not approved, the Adviser will continue to provide
advisory services to the Portfolio under the Advisory Agreement as currently in
effect.
THE BOARD OF DIRECTORS OF MONY RECOMMENDS THAT CONTRACT HOLDERS AND THEIR
PARTICIPANTS VOTE FOR APPROVAL OF THE AMENDMENT TO THE ADVISORY AGREEMENT.
ITEM 3. RATIFICATION OR REJECTION OF INDEPENDENT PUBLIC
ACCOUNTANTS
Coopers & Lybrand L.L.P. has served as the Portfolio's independent certified
public accountants since the commencement of its operations on January 3, 1994.
The Portfolio has requested the ratification of such selection by its holders
of beneficial interests (including MONY, as the legal owner of all of the
assets of the Subaccount). It is intended that proxies cast by the Contract
Holders not voted to the contrary will be voted to instruct MONY to vote in
favor of ratifying the selection of Coopers & Lybrand L.L.P. under Section
32(a) of the 1940 Act as independent public accountants for the Portfolio, to
certify every financial statement of the Portfolio required by any law or
regulation to be certified for the fiscal year ending December 31, 1997.
Coopers & Lybrand L.L.P. has no direct or material indirect interest in the
Portfolio.
Representatives of Coopers & Lybrand L.L.P. are not expected to be present
at the Meeting.
REQUIRED VOTE
Ratification of the selection of Coopers & Lybrand L.L.P. as the
independent certified public accountants of the Portfolio will require the vote
of a 1940 Act Majority of the outstanding voting securities of the Portfolio
present in person or represented by proxy at a meeting of the holders of the
beneficial interests in the Portfolio. MONY, as the legal owner of all of the
assets of the Subaccount, has been asked to vote on the ratification of Coopers
& Lybrand L.L.P. as the independent certified public accountants of the
Portfolio. MONY will cast all of the Subaccount's votes with respect to the
selection of Coopers & Lybrand L.L.P. as independent certified public
accountants of the Portfolio in accordance with the instructions received from
Contract Holders at the Meeting. The percentage of the Subaccount's votes
representing Contract Holders not voting at the Meeting will be voted by MONY
in the same proportion as those cast by Contract Holders who do, in fact, vote.
Each Contract Holder will in turn provide voting instructions to MONY with
respect to the Contract Holder's Units in accordance with instructions received
from its Participants. For Units for which no timely instructions from
Participants are received, each Contract Holder will instruct MONY to vote
those Units in the same proportion as Units for which the Contract Holder does,
in fact, receive voting instructions.
THE BOARD OF DIRECTORS OF MONY RECOMMENDS THAT CONTRACT HOLDERS AND THEIR
PARTICIPANTS VOTE FOR RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P.
AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE PORTFOLIO.
ITEM 4. OTHER BUSINESS
The management of MONY knows of no other business to be presented at the
Meeting. If any additional matters should be properly presented, it is intended
that the enclosed proxy (if not limited to the contrary) will be voted in
accordance with the judgment of the persons named in such proxy.
<PAGE>
ADDITIONAL INFORMATION
The principal underwriter and distributor of the Contracts is MONY Securities
Corp., 1740 Broadway, New York, New York 10019.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Directors,
[Edward P. Bank], Vice President and Assistant Secretary
January 27, 1997
<PAGE>
EXHIBIT A
INVESTMENT SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT, dated as of November 15, 1996, by and
between Diversified Investment Advisors, Inc., a Delaware corporation
("Diversified") and Chancellor LGT Asset Management, Inc. ("Subadvisor").
WITNESSETH:
WHEREAS, Diversified has been organized to operate as an investment
advisor registered under the Investment Advisers Act of 1940 and has been
retained to provide investment advisory services to the Equity Growth
Portfolio, a series of Diversified Investors Portfolios ("Portfolio"), a
diversified open-end management investment company registered under the
Investment Company Act of 1940 ("1940 Act"); and
WHEREAS, Diversified desires to retain the Subadvisor to furnish it with
portfolio management services in connection with Diversified's investment
advisory activities on behalf of the Portfolio, and the Subadvisor is willing
to furnish such services to Diversified;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Subadvisor. In accordance with and subject to the
Investment Advisory Agreement between the Portfolio and Diversified, attached
hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints
the Subadvisor to perform the portfolio investment advisory services described
herein for the investment and reinvestment of the Portfolio's assets, subject
to the control and direction of Diversified and the Portfolio's Board of
Trustees, for the period and on the terms hereinafter set forth.
The Subadvisor shall provide Diversified with such investment advice and
supervision as the latter may from time to time consider necessary for the
proper supervision of the Portfolio's assets. The Subadvisor shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held uninvested, subject always to the provisions of
the 1940 Act and to the Portfolio's then-current Prospectus and Statement of
Additional Information ("SAI"). The Subadvisor will not supervise the
investment of cash. Cash in the Fund will be invested by Diversified who shall
be solely responsible for the investment of such cash.
In particular, the Subadvisor shall: (i) continuously review, supervise
and administer the investment program of the Portfolio; (ii) monitor regularly
the relevant securities for the Portfolio to determine if adjustments are
warranted and, if so, to make such adjustments on a periodic basis; (iii)
determine, in the Subadvisor's discretion, the securities to be purchased or
sold or exchanged in order to keep the Portfolio in balance with its designated
investment strategy; (iv) determine, in the Subadvisor's discretion, whether to
exercise warrants or other rights with respect to the Portfolio's securities;
(v) determine, in the Subadvisor's discretion, whether the merit of an
investment has been substantially impaired by extraordinary events or financial
conditions, thereby warranting the removal of such securities from the
Portfolio; (vi) as promptly as practicable after the end of each calendar
month, furnish a report showing: (a) all transactions during such month, (b)
all assets of the Portfolio on the last day of such month, rates of return, and
(c) such other information relating to the Portfolio as Diversified may
reasonably request; (vii) meet at least four times per year with Diversified
and with such other persons as may be designated on reasonable notice and at
<PAGE>
reasonable locations, at the request of Diversified, to discuss general
economic conditions, performance, investment strategy, and other matters
relating to the Portfolio; (viii) provide the Portfolio with records concerning
the Subadvisor's activities which the Portfolio is required to by law maintain;
and (ix) render regular reports to the Portfolio's officers and Directors
concerning the Subadvisor's discharge of the foregoing responsibilities.
The Subadvisor shall also make recommendations as to the manner in which
voting rights, rights to consent to corporate action and any other rights
pertaining to the Portfolio's securities shall be exercised. Should the Board
of Trustees of the Portfolio at any time, however, make any definite
determination as to investment policy and notify the Subadvisor thereof in
writing, the Subadvisor shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such policy has
been revoked.
The Subadvisor shall take, on behalf of the Portfolio, all actions which
it deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
Portfolio securities for the Portfolio's account with brokers or dealers
selected by it, and to that end the Subadvisor is authorized as the agent of
the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of the Portfolio.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Subadvisor is directed to seek for the Portfolio, in its best
judgment, prompt execution in an effective manner at the most favorable price.
Subject to this requirement of seeking the most favorable price, securities may
be bought from or sold to broker-dealers who have furnished statistical,
research and other information or services to the Subadvisor or the Portfolio,
subject to any applicable laws, rules and regulations.
2. Allocation of Charges and Expenses. The Subadvisor shall furnish at
its own expense all necessary services, facilities and personnel in connection
with its responsibilities under Section 1 above. It is understood that the
Portfolio will pay all of its own expenses including, without limitation,
compensation and out-of-pocket expenses of Trustees not affiliated with the
Subadvisor or Diversified; governmental fees; interest charges; taxes;
membership dues; fees and expenses of independent auditors, of legal counsel
and of any transfer agent, administrator, distributor, shareholder servicing
agents, registrar or dividend disbursing agent of the Portfolio; expenses of
distributing and redeeming shares and servicing shareholder accounts; expenses
of preparing, printing and mailing prospectuses, shareholder reports, notices,
proxy statements and reports to governmental officers and commissions and to
shareholders of the Portfolio; expenses connected with the execution, recording
and settlement of Portfolio security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Portfolio, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the
Portfolio; expenses of shareholder meetings; expenses of litigation and other
extraordinary or non-recurring events and expenses relating to the issuance,
registration and qualification of shares of the Portfolio.
3. Compensation of the Subadvisor. For the services to be rendered,
Diversified shall pay to the Subadvisor an investment advisory fee computed in
accordance with the terms of Schedule B herewith attached. If the Subadvisor
serves for less than the whole of any period specified, its compensation shall
be prorated.
4. Covenants and Representations of the Subadvisor. The Subadvisor agrees
that it will not deal with itself, or with the Trustees of the Portfolio or
with Diversified, or the principal underwriter or distributor as principals in
making purchases or sales of securities or other property for the account of
the Portfolio, except as permitted by the 1940 Act, will not take a long or
short position in the shares of the Portfolio except as permitted by the
<PAGE>
Portfolio's Articles, and will comply with all other provisions of the
Portfolio's Articles and By-Laws and any current Prospectus of the Portfolio.
5. Limits on Duties. The Subadvisor shall be responsible only for
managing the assets in good faith and in accordance with the investment
guidelines, and shall have no responsibility whatsoever for, and shall incur no
liability on account of (i) diversification or selection of such investment
guidelines, (ii) advice on, or management of, any other assets for Diversified,
(iii) filing of any tax or information returns or forms, withholding or paying
any taxes, or seeking any exemption or refund, (iv) registration with any
government or agency, or (v) administration of the plans and trusts investing
through the Portfolio, and shall be indemnified by Diversified for any loss in
carrying out the terms and provisions of this Agreement, including reasonable
attorney's fees, indemnification to brokers and commission merchants, fines,
taxes, penalties and interest. Subadvisor, however, shall be liable for any
liability, damages, or expenses of Diversified arising out of the negligence,
malfeasance or violation of applicable law by it or any of its employees in
providing management under this Agreement; and, in such cases, the
indemnification by Diversified, referred to above shall be inapplicable.
The Subadvisor may apply to Diversified at any time for instructions and
may consult counsel for Diversified or its own counsel with respect to any
matter arising in connection with the duties of the Subadvisor. Also, the
Subadvisor shall be protected in acting upon any document which it reasonably
believes to be genuine and to have been signed by the proper person or persons.
6. Exclusivity of the Subadvisor. Subadvisor represents to Diversified
that for so long as the total assets under Subadvisor's management for the
Portfolio equal or exceed the total assets of the Portfolio as of November 14,
1996, Subadvisor will not act in a subadvisory capacity to any Comparable
Commingled Fund(s) (utilizing the Subadvisor's Select Growth investment
discipline as presented to the Board of Directors of Diversified Investors'
Portfolios on November 12, 1996). For purposes of this Section 6, a "Comparable
Commingled Fund" means any domestic commingled portfolio for the investment of
pension assets and whose sponsor has designed such portfolio for use in
Diversified's target market. (See Schedule C).
7. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and, unless
terminated earlier as provided below, shall remain in force for two years, on
which date it will terminate unless its continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of the Trustees of the
Portfolio who are not "interested persons" to this Agreement or of the
Subadvisor or Diversified at a meeting specifically called for the purpose of
voting on such approval, and (b) by the Board of Trustees of the Portfolio or
by vote of a majority of the outstanding voting securities of the Portfolio.
However, if the shareholders of the Portfolio fail to approve the Agreement as
provided herein, the Subadvisor may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act and Rules thereunder.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the vote of a majority of the outstanding voting
securities of the Portfolio, or by Diversified. The Subadvisor may terminate
the Agreement only upon giving 90 days' advance written notice to Diversified.
This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be amended only if such amendment is approved by the
vote of a majority of the outstanding voting securities of the Portfolio and by
<PAGE>
vote of a majority of the Board of Trustees of the Portfolio who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
The terms "specifically approved at least annually", "vote of a majority
of the outstanding voting securities", "assignment", "affiliated person", and
"interested persons", when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
8. Certain Records. Any records to be maintained and preserved pursuant
to the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which
are prepared or maintained by the Subadvisor on behalf of the Portfolio are the
property of the Portfolio and will be surrendered promptly to the Portfolio on
request.
9. Survival of Compensation Rates. All rights to compensation under this
Agreement shall survive the termination of this Agreement.
10. Entire Agreement. This Agreement states the entire agreement of the
parties with respect to management of the Portfolio and may not be amended
except in a writing signed by the parties.
11. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
12. Change of Management and Pending Litigation. Subadvisor represents to
Diversified that it will disclose to Diversified as soon as it has knowledge of
any significant change or variation in its management structure or personnel or
any significant change or variation in its management style or investment
philosophy. In addition, Subadvisor represents to Diversified that it will
similarly disclose to Diversified, as soon as it has knowledge, the existence
of any pending or threatened significant legal action being brought against it
whether in the form of a lawsuit or an investigation by any federal or state
governmental agency.
Diversified represents to Subadvisor that any information received by
Diversified pursuant to this section will be kept strictly confidential.
13. Use of Name. Subadvisor hereby agrees that Diversified may use the
Subadvisor's name in its marketing or advertising materials. Diversified agrees
to allow the Subadvisor to examine and approve any such materials prior to use.
IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
Diversified Investment Advisors, Inc.
By: /s/ John T. Hughes
Chancellor LGT Asset Management, Inc.
By: /s/ Eileen Cohen
<PAGE>
SCHEDULE A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of January 3, 1994 by and between the Equity Growth
Portfolio, a series of Diversified Investors Portfolios (herein called the
"Portfolio"), and Diversified Investment Advisors, Inc. a Delaware corporation
(herein called
"Diversified").
WHEREAS, the Portfolio is registered as a diversified, open-end,
management investment company under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, Diversified has been organized to operate as an investment
advisor registered under the Investment Advisers Act of 1940; and
WHEREAS, the Portfolio desires to retain Diversified to render investment
advisory services, and Diversified is willing to so render such services on the
terms hereinafter set forth;
NOW, THEREFORE, this Agreement
WITNESSETH:
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. The Portfolio hereby appoints Diversified to act as investment advisor
to the Portfolio for the period and on the terms set forth in this Agreement.
Diversified accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.
2. (a) Diversified shall, at its expense, (i) employ sub-advisors or
associate with itself such entities as it believes appropriate to assist it in
performing its obligations under this Agreement and (ii) provide all services,
equipment and facilities necessary to perform its obligations under this
Agreement.
(b) The Portfolio shall be responsible for all of its expenses and
liabilities, including, but not limited to: compensation and out-of-pocket
expenses of Trustees not affiliated with any subadvisor or Diversified;
governmental fees; interest charges; taxes; membership dues; fees and expenses
of independent auditors, of legal counsel and of any transfer agent,
administrator, distributor, shareholder servicing agents, registrar or dividend
disbursing agent of the Portfolio; expenses of distributing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions and to shareholders of the
Portfolio; expenses connected with the execution, recording and settlement of
Portfolio security transactions; insurance premiums; fees and expenses of the
custodian for all services to the Portfolio, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of shares of the Portfolio; expenses of shareholder
meetings; expenses of litigation and other extraordinary or non-recurring
events and expenses relating to the issuance, registration and qualification of
shares of the Portfolio.
<PAGE>
3. (a) Subject to the general supervision of the Board of Trustees of the
Portfolio, Diversified shall formulate and provide an appropriate investment
program on a continuous basis in connection with the management of the
Portfolio, including research, analysis, advice, statistical and economic data
and information and judgments of both a macroeconomic and microeconomic
character.
Diversified will determine the securities to be purchased, sold, lent,
exchanged or otherwise disposed of or acquired by the Portfolio in accordance
with predetermined guidelines as set forth from time to time in the Portfolio's
then-current prospectus and Statement of Additional Information ("SAI") and
will place orders pursuant to its determinations either directly with the
issuer or with any broker or dealer who deals in such securities. In placing
orders with brokers and dealers, Diversified will use its reasonable best
efforts to obtain the best net price and the most favorable execution of its
orders, after taking into account all factors it deems relevant, including the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific transaction and
on a continuing basis. Consistent with this obligation, Diversified may, to the
extent permitted by law, purchase and sell Portfolio securities to and from
brokers and dealers who provide brokerage and research services (within the
meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the
benefit of the Portfolio and/or other accounts over which Diversified or any of
its affiliates exercises investment discretion.
Subject to the review of the Portfolio's Board of Trustees from time to
time with respect to the extent and continuation of the policy, Diversified is
authorized to pay to a broker or dealer who provides such brokerage and
research services a commission for effecting a securities transaction for the
Portfolio which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Diversified
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of Diversified with respect to the accounts as to which it
exercises investment discretion.
In placing orders with brokers and/or dealers, Diversified intends to
seek best price and execution for purchases and sales and may effect
transactions through itself and its affiliates on a securities exchange
provided that the commissions paid by the Portfolio are "reasonable and fair"
compared to commissions received by other broker-dealers having comparable
execution capability in connection with comparable transactions involving
similar securities and provided that the transactions in connection with which
such commissions are paid are effected pursuant to procedures established by
the Board of the Trustees of the Portfolio. All transactions are effected
pursuant to written authorizations from the Portfolio conforming to the
requirements of Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder. Pursuant to such authorizations, an affiliated
broker-dealer may transmit, clear and settle transactions for the Portfolio
that are executed on a securities exchange provided that it arranges for
unaffiliated brokers to execute such transactions.
Diversified shall determine from time to time the manner in which voting
rights, rights to consent to corporate action and any other rights pertaining
to the Portfolio's securities shall be exercised, provided, however, that
should the Board of Trustees at any time make any definite determination as to
investment policy and notify Diversified thereof in writing, Diversified 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.
Diversified will determine what portion of securities owned by the Portfolio
shall be invested in securities described by the policies of the Portfolio and
what portion, if any, should be held uninvested. Diversified will determine
<PAGE>
whether and to what extent to employ various investment techniques available to
the Portfolio. In effecting transactions with respect to securities or other
property for the account of the Portfolio, Diversified may deal with itself and
its affiliates, with the Trustees of the Portfolio or with other entities to
the extent such actions are permitted by the 1940 Act.
(b) Diversified also shall provide to the Portfolio administrative
assistance in connection with the operation of the Portfolio, which shall
include compliance with all reasonable requests of the Portfolio for
information, including information required in connection with the Portfolio's
filings with the Securities and Exchange Commission and state securities
commissions.
(c) As a manager of the assets of the Portfolio, Diversified shall
make investments for the account of the Portfolio in accordance with
Diversified's best judgment and within the Portfolio's investment objectives,
guidelines, and restrictions, the 1940 Act and the provisions of the Internal
Revenue Code of 1986 relating to regulated investment companies subject to
policy decisions adopted by the Board of Trustees.
(d) Diversified shall furnish to the Board of Trustees periodic
reports on the investment performance of the Portfolio and on the performance
of its obligations under this Agreement and shall supply such additional
reports and information as the Portfolio's officers or Board of Trustees shall
reasonably request.
(e) On occasions when Diversified deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
customers, Diversified, to the extent permitted by applicable law, may
aggregate the securities to be so sold or purchased in order to obtain the best
execution or lower brokerage commissions, if any. Diversified may also on
occasion purchase or sell a particular security for one or more customers in
different amounts. On either occasion, and to the extent permitted by
applicable law and regulations, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by
Diversified in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to such other customers.
(f) Diversified shall also provide the Portfolio with the following
services as may be required:
(i) providing office space, equipment and clerical personnel
necessary for maintaining the organization of the Portfolio and
for performing administrative and management functions;
(ii) supervising the overall administration of the Portfolio,
including negotiation of contracts and fees with and the
monitoring of performance and billings of the Portfolio's
transfer agent, custodian and other independent contractors or
agents;
(iii)preparing and, if applicable, filing all documents required for
compliance by the Portfolio with applicable laws and
regulations, including registration statements, registration
fee filings, semi-annual and annual reports to investors, proxy
statements and tax returns;
(iv) preparation of agendas and supporting documents for and minutes
of meeting of Trustees, committees of Trustees and investors;
and
(v) maintaining books and records of the Portfolio.
<PAGE>
4. Diversified shall give the Portfolio the benefit of Diversified's best
judgment and efforts in rendering services under this Agreement. As an
inducement to Diversified's undertaking to render these services, the Portfolio
agrees that Diversified shall not be liable under this Agreement for any
mistake in judgment or in any other event whatsoever provided that nothing in
this Agreement shall be deemed to protect or purport to protect Diversified
against any liability to the Portfolio or its investors to which Diversified
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Agreement or
by reason of the Adviser's reckless disregard of its obligations and duties
hereunder.
5. In consideration of the services to be rendered by Diversified under
this Agreement, the Portfolio shall pay Diversified a fee accrued daily and
paid monthly at an annual rate equal to .70% of the Portfolio's average daily
net assets. If the fees payable to Diversified pursuant to this paragraph 5
begin to accrue before the end of any month or if this Agreement terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination,
as the case may be, shall be prorated according to the proportion which the
period bears to the full month in which the effectiveness or termination
occurs. For purposes of calculating the monthly fees, the value of the net
assets of the Portfolio shall be computed in the manner specified in its
Regulation Statement on Form N-1A for the computation of net asset value. For
purposes of this Agreement, a "business day" is any day the New York Stock
Exchange is open for trading.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Diversified hereby agrees that all records which it maintains for the Portfolio
are property of the Portfolio and further agrees to surrender promptly to the
Portfolio any such records upon the Portfolio's request. Diversified further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records required to be maintained by Rule 31a-1 under the 1940 Act.
6. This Agreement shall be effective as to the Portfolio as of the date
the Portfolio commences investment operations after this Agreement shall have
been approved by the Board of Trustees of the Portfolio and the investor(s) in
the Portfolio in the manner contemplated by Section 15 of the 1940 Act and,
unless sooner terminated as provided herein, shall continue until the second
anniversary of the date hereof. Thereafter, if not terminated, this Agreement
shall continue in effect as to the Portfolio for successive periods of 12
months each, provided such continuance is specifically approved at least
annually by the vote of a majority of those members of the Board of Trustees of
the Portfolio who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval; and either (a) by the vote of a majority of the full Board of
Trustees or (b) by vote of a majority of the outstanding voting securities of
the Portfolio; provided, however, that this Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by the Board of
Trustees of the Portfolio or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to Diversified, or by
Diversified as to the Portfolio at any time, without payment of any penalty, on
90 days' written notice to the Portfolio. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities", "interested person" and
"assignment" shall have the same meanings as such terms have in the 1940 Act
and the rule and regulatory constructions thereunder).
7. Except to the extent necessary to perform Diversified's obligations
under this Agreement, nothing herein shall be deemed to limit or restrict the
right of Diversified, or any affiliate of Diversified, or any employee of
Diversified, to engage in any other business or devote time and attention to
<PAGE>
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.
8. The investment management services of Diversified to the Portfolio
under this Agreement are not to be deemed exclusive as to Diversified and
Diversified will be free to render similar services to others.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought and no material amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Portfolio.
This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
Should any part of this Agreement be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors, to the extent
permitted by law.
9. This Agreement shall be construed in accordance with the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the requirements of 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
Attest: Diversified Investments Portfolios
/s/ John Hughes By:/s/ Tom Schlossberg
Chairman and President
Attest: Diversified Investment Advisors, Inc.
/s/ Catharine A. Mohr By:/s/ Gerald L. Katz
Vice President and CFO
<PAGE>
SCHEDULE B
The Subadvisor shall be compensated for its services under this Agreement on
the basis of the below-described annual fee schedule. The fee schedule shall
only be amended by agreement between the parties.
FEE SCHEDULE
.50% of the aggregate net assets of the Portfolio
applied to the first $50 million dollars
.30% of the aggregate net assets of the Portfolio
applied to the next $75 million dollars
.25% of the aggregate net assets of the Portfolio
applied to the next $75 million dollars
.20% of the aggregate net assets of the Portfolio
applied thereafter
Aggregate net assets are equal to the total market value of the Portfolio. Fees
will be calculated by multiplying the arithmetic average of the beginning and
ending monthly net assets in the Portfolio by the fee schedule and dividing by
twelve. The fee will be paid quarterly.
<PAGE>
SCHEDULE C
Target market for 401(a) plans is those plans with assets between $1 and $50
million.
For 403(b) plans, the target market is those plans that have an employee base
between 300 - 2000 lives, and with assets between $1 and $15 million.
<PAGE>
EXHIBIT B
AMENDMENT NO. 1 TO THE
INVESTMENT ADVISORY AGREEMENT DATED JANUARY 3, 1994
BETWEEN
EQUITY GROWTH PORTFOLIO, A SERIES OF
DIVERSIFIED INVESTORS PORTFOLIOS, AND DIVERSIFIED INVESTMENT
ADVISORS, INC.
WHEREAS: the Equity Growth Portfolio, a series of Diversified Investors
Portfolios ("Portfolio"), and Diversified Investment Advisors, Inc.
("Diversified") entered into an Investment Advisory Agreement ("Agreement") as
of January 3, 1994 whereby Diversified would render investment advisory
services to the Portfolio; and
WHEREAS: Section 8 of the Agreement provides for its amendment by the
Portfolio and Diversified provided that any material amendment must be approved
by a majority vote of the outstanding securities of the Portfolio; and
WHEREAS: the Portfolio and Diversified wish to amend the Agreement with
respect to the applicable fee schedule; now
THEREFORE: subject to obtaining the required majority vote of the
outstanding securities of the Portfolio, the Agreement is amended as follows,
such amendment to be effective as of November 15, 1996.
The first sentence of Section 5 of the Agreement is amended in its
entirety to read as follows:
In consideration of the services to be rendered by Diversified under this
Agreement, the Portfolio shall pay Diversified a fee accrued daily and
paid monthly at an annual rate equal to .62% of the Portfolio's average
daily net assets.
This Amendment No. 1 to the Agreement shall be construed in accordance
with the laws of the State of New York provided that nothing herein shall be
construed in a manner inconsistent with the requirements of the Investment
Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed by their officers designated below.
Attest: Diversified Investors Portfolios
_________________________ By:________________________________
Tom Schlossberg
Chairman and President
Attest: Diversified Investment Advisors, Inc.
- ------------------------ By:_________________________________
<PAGE>
PROXY CARD PROXY CARD
KEYNOTE
EQUITY GROWTH SUBACCOUNT
OF
KEYNOTE SERIES ACCOUNT
A SEPARATE ACCOUNT OF
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
A PROXY FOR A SPECIAL MEETING
OF CONTRACT HOLDERS TO BE HELD FEBRUARY 28, 1997
The undersigned owner of a group variable annuity contract (a "Contract")
issued by The Mutual Life Insurance Company of New York ("MONY") with unit
interests in the Keynote Equity Growth Subaccount (the "Subaccount"), a
subaccount of Keynote Series Account ("Keynote"), revoking all Proxies
heretofore given, hereby appoints each of [___________________________], or any
of them, as Proxies of the undersigned with full power of substitution, to vote
on behalf of the undersigned its unit interests in the Subaccount which the
undersigned is entitled to vote at the Special Meeting of Contract Holders of
the Subaccount to be held at the offices of [MONY at 1740 Broadway, New York,
New York 10019] on February 28, 1997, at _____________, Eastern Time, and at
any adjournment thereof, as fully as the undersigned would be entitled to vote
if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MONY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
1. To instruct MONY to vote with respect to the approval of a new Investment
Subadvisory Agreement between Diversified Investment Advisors, Inc. and
Chancellor LGT Asset Management, Inc.:
_____ FOR ______ AGAINST _____ ABSTAIN
2. To consider and vote on approval of an Amendment to the Investment
Advisory Agreement between Equity Growth Portfolio, a series of
Diversified Investors Portfolios, and Diversified Investment Advisers,
Inc.
_____ FOR ______ AGAINST _____ ABSTAIN
3. To instruct MONY to vote with respect to the selection of Coopers &
Lybrand L.L.P. as independent public accountants of Equity Growth
Portfolio, a series of Diversified Investors Portfolios, for the year
ended December 31, 1997:
_____ FOR ______ AGAINST _____ ABSTAIN
Adoption of the Amendment to the Investment Advisory Agreement pursuant
to Proposal 2 is contingent upon approval of Proposal 1 by a majority of the
outstanding Unit Interests in accordance with the Investment Company Act of
1940, as amended.
<PAGE>
THE UNIT INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR VOTED TO
INSTRUCT MONY TO VOTE FOR ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Date:_______________
___________________________________
Signature of Contract Holder
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS CARD
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Please sign, date
and return in the enclosed envelope.
<PAGE>
BALLOT BALLOT
KEYNOTE EQUITY GROWTH SUBACCOUNT
OF
KEYNOTE SERIES ACCOUNT
A SEPARATE ACCOUNT OF THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
INSTRUCTIONS FOR A SPECIAL MEETING
OF CONTRACT HOLDERS
TO BE HELD FEBRUARY 28, 1997
The undersigned, a participant in a Group Variable Annuity Contract (the
"Contract") issued by The Mutual Life Insurance Company of New York ("MONY")
hereby instructs the holder of such Contract (the "Contract Holder") to vote
its unit interests in the Keynote Equity Growth Subaccount (the "Subaccount"),
a subaccount of Keynote Series Account ("Keynote"), which are attributable to
the undersigned's participation in the Contract and which the Contract Holder
is entitled to vote at the Special Meeting of Contract Holders of the
Subaccount to be held at [MONY 1740 Broadway, New York, New York 10019], on
February 28, 1997, at _______________, Eastern Time, and at any adjournment
thereof, as follows:
INSTRUCTIONS SOLICITED ON BEHALF OF THE CONTRACT HOLDER.
THE BOARD OF DIRECTORS OF MONY RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING
PROPOSALS.
1. To instruct MONY to vote with respect to the approval of a new Investment
Subadvisory Agreement between Diversified Investment Advisors, Inc. and
Chancellor LGT Asset Management, Inc.:
_____ FOR ______ AGAINST _____ ABSTAIN
2. To consider and vote on approval of an Amendment to the Investment
Advisory Agreement between Equity Growth Portfolio, a series of
Diversified Investors Portfolios, and Diversified Investment Advisers,
Inc.
_____ FOR ______ AGAINST _____ ABSTAIN
3. To instruct MONY to vote with respect to the selection of Coopers &
Lybrand L.L.P. as independent public accountants of Equity Growth
Portfolio, a series of Diversified Investors Portfolios, for the year
ended December 31, 1997:
_____ FOR ______ AGAINST _____ ABSTAIN
Adoption of the Amendment to the Investment Advisory Agreement pursuant
to Proposal 2 is contingent upon approval of Proposal 1 by a majority of the
outstanding Unit Interests in accordance with the Investment Company Act of
1940, as amended.
THE UNIT INTERESTS ATTRIBUTABLE TO THE UNDERSIGNED'S PARTICIPATION IN THE
CONTRACT WILL BE VOTED AS INDICATED OR VOTED TO INSTRUCT MONY TO VOTE FOR ANY
PROPOSALS FOR WHICH NO CHOICE IS INDICATED.
<PAGE>
THE CONTRACT HOLDER IS INSTRUCTED TO VOTE IN ITS DISCRETION UPON SUCH OTHER
MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Date:_______________
______________________________________
Signature
______________________________________
Signature of joint owner, if any
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS BALLOT
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this proxy. Please sign, date and return in the enclosed
envelope.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]
Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting
Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Keynote Series Account- Keynote Equity Growth Subaccount
(Name of Registrant as Specified In Its Charter)
Toby R. Serkin
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
___________________________________________________________________
2. Aggregate number of securities to which transaction applies:
___________________________________________________________________
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
___________________________________________________________________
4. Proposed maximum aggregate value of transaction:
___________________________________________________________________
5. Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
___________________________________________________________________
2. Form, Schedule or Registration Statement No.:
___________________________________________________________________
3. Filing Party:
___________________________________________________________________
4. Date Filed:
___________________________________________________________________
