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                                                                   Exhibit 10.21


                          INVESTMENT ADVISOR AGREEMENT

          This INVESTMENT ADVISOR AGREEMENT (the "Agreement") is effective as of
April 1, 2003 by and between STATE STREET BANK AND TRUST COMPANY, a trust
company organized under the laws of the Commonwealth of Massachusetts ("State
Street"), and JPMorgan Fleming Asset Management (London) Limited (the
"Advisor").

          WHEREAS the American Bar Association Members Retirement Trust and the
American Bar Association Members Pooled Trust for Retirement Plans (collectively
referred to as the "Trusts"), for which State Street acts as trustee, are
maintained pursuant to agreements between the American Bar Retirement
Association ("ABRA") and State Street for the purpose of funding the American
Bar Association Members Retirement Plan, the American Bar Association Members
Defined Benefit Pension Plan (together, the "ABA Members Plans") and other
employee benefit plans, as adopted by eligible individuals, organizations,
partnerships, corporations or associations (each such employee benefit plan
being referred to as a "Plan" and collectively as the "Plans"), which Plans must
meet the requirements for qualification under Section 401 of the Internal
Revenue Code of 1986, as amended and in effect from time to time (the "Code");

          WHEREAS, certain assets of the Trusts are deposited in a collective
investment fund, known as the INTERNATIONAL EQUITY FUND (the "Fund"),
established under the American Bar Association Members/State Street Collective
Trust (the "ABA Members Collective Trust") established by State Street, as
trustee (the "Trustee"), pursuant to the Declaration of Trust dated December 5,
1991, as amended and in effect from time to time (the "Declaration of Trust"), a
copy of which, together with any amendments thereto, has been provided to the
Advisor;

          WHEREAS, the Fund is established under a group trust maintained by the
Trustee and is exempt from tax pursuant to Revenue Ruling 81-100;

          WHEREAS, the Trustee desires to retain the Advisor to act as its
investment advisor to assist the Trustee in managing such assets of the Fund as
the Trustee may designate from time to time in writing to the Advisor (the
"Subaccount") by making recommendations to the Trustee with respect to the
investment and reinvestment of the assets in the Subaccount; and

          WHEREAS the parties desire to set forth, among other things, the
duties, terms and conditions under which the Advisor will carry out such
advisory functions and the Trustee will perform certain of its functions with
respect to managing and administering the Subaccount and the Fund;

          NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, it is agreed as follows:

          1. Appointment of the Advisor. The Advisor is hereby appointed and
     employed as investment advisor to the Trustee to assist the Trustee in its
     management of such assets of the Fund as are held in the Subaccount from
     time to time. The Advisor shall provide investment

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advice and recommendations and shall render certain other related services to or
on behalf of the Trustee, all in accordance with the terms and conditions of
this Agreement.

          2. Acceptance by the Advisor. The Advisor hereby accepts such
appointment and employment and acknowledges that, (a) with respect to the assets
in the Subaccount, it is a fiduciary, as defined in the Employee Retirement
Income Security Act of 1974, as amended and in effect from time to time
("ERISA"), with respect to the Trusts and the Plans and (b) no person associated
with the Advisor is a trustee or administrator of, or an employer of anyone
covered by, any Plan. The Advisor represents that it is registered, or exempt
from registration, under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and that it is in the business of acting as a fiduciary with
respect to assets of various retirement plans and trusts. The Advisor agrees and
covenants that it will notify the Trustee within ten (10) business days of (v)
any change of its status under the Advisers Act, (w) the receipt of formal
notice of the commencement of any proceeding by any governmental agency to take
any action which would change its status under the Advisers Act, (x) notice by
any governmental agency of the intent to place material limitations on the
activities of the Advisor, (y) notice by any governmental agency that it intends
to begin an investigation of the Advisor that is outside of the scope of routine
investigations that such agency conducts from time to time of businesses engaged
in the same or similar activities as the Advisor, or (z) notice by any
governmental agency that it has identified an area of non-compliance or other
concern in the course of any investigation of the Advisor. Throughout this
Agreement, the term "business day" shall mean any day in which the New York
Stock Exchange is open for trading and on which the Trustee's principal office
is open for business. The Trustee acknowledges that it has received from the
Advisor a copy of Part II of the Advisor's Form ADV more than forty-eight (48)
hours prior to entering into this Agreement.

          3. Definition of Subaccount. The Subaccount for which the Advisor has
been appointed to render investment advice and certain other services is
designated as Subaccount A and consists of the assets set forth in Appendix A.
The Trustee may change the composition of or the amount of assets included
within the Subaccount, by amending Appendix A, after written notice to the
Advisor and ABRA.

          4. The Advisor's Services.

               (a) Investment Process. The Advisor shall make timely
recommendations to the Trustee as to how the Trustee should invest and reinvest
the assets of the Subaccount and, in that connection, may recommend that the
Trustee purchase, sell or otherwise invest the assets of the Subaccount on the
terms and conditions recommended by the Advisor in a manner consistent with the
provisions of this Agreement. The manner and procedures for effecting any such
purchases, sales or investments are set forth in Subsection 4(c) below. From
time to time at the request of the Trustee, the Advisor shall consult with the
Trustee on a timely basis with respect to any recommendation made by the Advisor
or otherwise with respect to the investment of the assets of the Subaccount. The
Trustee has executed and delivered to the Advisor, a Certification for Rule 144A
Qualified Institutional Buyer (Annex A), attached hereto.

               (b) Compliance With Policies and Other Requirements. In providing
its investment advice and other related services, the Advisor shall act in
accordance with the

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investment objectives and policies for the Fund as set forth in the Fund
Declaration pursuant to which the Fund is established and maintained, as the
same may be amended from time to time by the Trustee (the "Fund Declaration"), a
copy of which is attached hereto as Appendix B, and in accordance with any
additional investment objectives and policies that have been established by the
Trustee for the Subaccount as set forth in the Registration Statement on Form
S-1 filed with the Securities and Exchange Commission relating to the Fund, as
the same may be amended from time to time. In providing its investment advice
and other related services under this Agreement, the Advisor shall comply with
all of the Trustee's reasonable operating requirements as the same may be
communicated in writing by the Trustee to the Advisor from time to time. The
Advisor shall comply with any changes to such operating requirements that the
Trustee may make from time to time within a period of time reasonably specified
by the Trustee (or if none is specified, within a reasonable time period) after
notice of such changes is communicated in writing by the Trustee to the Advisor.

               (c) Recommendation Procedures. The Advisor shall place orders or
otherwise give instructions with respect to the investment of the assets in the
Subaccount only after prior notification to and approval by the Trustee in
accordance with the provisions of this Subsection 4(c). Except in accordance
with the following provisions, the Advisor shall have no authority to place
orders for the execution of transactions involving assets of the Subaccount or
to give instructions to the Trustee with respect thereto:

                    (i) Broker List. On or prior to the first business day of
     each month, the Trustee shall consider brokers recommended by the Advisor
     and shall approve, to the extent deemed appropriate by the Trustee, a list
     of not more than one hundred (100) brokers through whom transactions with
     respect to the assets in the Subaccount may be effected during the
     following month (the "Broker List"). From time to time by means of Valid
     Notice (as defined below), the Advisor may request an amendment (the
     "Advisor's Amendment") to the Broker List. The Trustee shall exercise
     reasonable efforts to notify the Advisor whether or not the Trustee
     authorizes the Advisor's Amendment to the Broker List by means of Valid
     Notice within one (1) complete business day (i.e., not later than the same
     time of day on the next business day) following its receipt of the
     Advisor's ---- Amendment and if the Trustee does not so notify the Advisor,
     then the Advisor's Amendment shall be deemed to be approved at the
     conclusion of such one business day period. The Trustee may effect an
     amendment to the Broker List at any time upon Valid Notice to the Advisor.

                    (ii) Real-Time Recommendations. From time to time by means
     of Valid Notice (as defined below), the Advisor may make recommendations as
     to proposed transactions with respect to the assets of the Subaccount (the
     "Advisor's Recommendation"). The Advisor's Recommendation shall (A) be
     directed to the employee or employees of the Trustee designated for such
     purpose by the Trustee from time to time by Valid Notice and (B) describe
     the transaction being recommended by the Advisor in such detail and
     specificity as the Trustee may reasonably require. For this purpose, if the
     transaction is to be effected at the market price on the applicable
     exchange or trading system, a statement to such effect shall be sufficient
     to describe the proposed sale or purchase price. The Trustee shall exercise
     reasonable efforts to notify the Advisor by means of Valid Notice whether
     or not the Trustee authorizes the transaction




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     recommended in the Advisor's Recommendation (the "Trustee's Response"). The
     Trustee shall exercise reasonable efforts to deliver the Trustee's Response
     within one (1) hour following its receipt of the Advisor's Recommendation
     and if the Trustee does not deliver the Trustee's Response to the Advisor
     within such one-hour period, then the transaction or transactions
     recommended in the Advisor's Recommendation shall be deemed to be approved;
     provided, however, that if the Advisor's Recommendation is received by the
     Trustee after 6:00 p.m. Eastern time on any business day, then the one-hour
     period described in this Subsection 4(c)(ii) shall be extended so that it
     expires at 9:00 a.m. Eastern time on the next succeeding business day.

                    (iii) Authorized Transactions. A transaction shall become an
     "Authorized Transaction" when it is (A) approved pursuant to the Trustee's
     Response or (B) deemed approved pursuant to Section 4(c)(ii).
     Notwithstanding the foregoing, unless the Trustee has otherwise notified
     the Advisor by Valid Notice, a transaction shall also be an "Authorized
     Transaction" if it is a transaction to be effected at the market price on
     the applicable exchange or trading system with respect to an additional
     acquisition or a disposition of a particular security held in the
     Subaccount, provided that, individually and in the aggregate, acquisitions
     and dispositions related to the same security during the same business day
     will not increase or decrease by more than twenty-five percent (25%) (Y)
     the number and value of shares of such security (if such security is an
     equity security) or (Z) the principal amount of such security (if such
     security is a debt security), immediately upon giving effect to all such
     transactions offered during such business day, provided further that at all
     times the Subaccount shall comply fully with (i) the provisions of the Fund
     Declaration, as the same may be amended from time to time by the Trustee,
     and (ii) and any objectives and policies set forth in the Registration
     Statement on Form S-1 filed with the Securities and Exchange Commission
     relating the Fund, as the same may be amended from time to time. The
     designation of a transaction as an Authorized Transaction hereunder shall
     be binding against the Trustee and the Authorized Transaction shall remain
     validly approved and authorized until the earlier of (AA) the time that it
     is expressly countermanded by Valid Notice from the Trustee to the Advisor
     or (BB) at the end of the twentieth (20th) business day following its
     designation as an Authorized Transaction.

                    (iv) Investment Authority. With respect to any Authorized
     Transaction, the Advisor may take any and all action necessary or desirable
     to effect such Authorized Transaction, including but not limited to (A)
     placing an order with a broker named in the Broker List for the execution
     of the Authorized Transaction and (B) issuing to the Trustee such
     instructions as may be appropriate in connection with the settlement of
     such Authorized Transaction.

                    (v) Valid Notice. "Valid Notice" shall mean (A) written
     notice or communication, which may be made by facsimile or by electronic
     transmission in a format and method reasonably acceptable to the Trustee,
     or (B) oral notice or communication that is recorded by the Trustee or the
     Advisor and is available for subsequent verification.

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               (d) Custody of Assets and Confirmation of Transactions. To the
extent required by applicable law, the Advisor shall direct that all securities
purchased and the proceeds from the sale of securities for the Subaccount be
delivered to the Trustee, unless otherwise directed by the Trustee. The Advisor
shall direct any broker effecting a transaction with respect to the assets of
the Subaccount to send the Trustee a duplicate copy of any confirmation of any
such transaction, except that the Advisor may make other arrangements (which are
reasonably satisfactory to the Trustee) for the Trustee to receive such
duplicate confirmations or comparable information acceptable to the Trustee.

               (e) Communications Regarding Investment Securities. The Trustee
shall send, or cause to be sent, on a timely basis, copies of all communications
(including but not limited to proxy statements, tender offers and class action
communications) from or relating to companies, the securities or other
instruments of which are held in the Subaccount, to the Advisor. The Advisor
shall be responsible for making a recommendation to the Trustee, in such detail
and specificity as the Trustee may reasonably require, as to the appropriate
response to such communications (the "Suggested Response"). Such Suggested
Response shall be made by the Advisor by Valid Notice, at least one (1) complete
business day (i.e., not later than the same time of day on the prior business
day) prior to the deadline for such response. Such Suggested Response shall be
directed to the employee or employees of the Trustee designated for such purpose
by the Trustee from time to time by Valid Notice. If the Trustee decides not to
follow the Suggested Response, it shall so notify the Advisor by Valid Notice
(the "Trustee's Rejection") not later than the earlier of one (1) complete
business day (i.e., not later than the same time of day or the next business
day) following its receipt of the Suggested Response or two (2) hours before the
response deadline. Failure by the Trustee to give the Trustee's Rejection to the
Advisor within such period shall constitute the Trustee's approval of the
Suggested Response, and shall constitute authorization to the Advisor to (i)
take such action as is appropriate to effect the Suggested Response and (ii)
issue to the Trustee such instructions as may be appropriate in connection with
effecting the Suggested Response.

               (f) Advisor's Duty of Care. The Advisor shall discharge its
duties with respect to the Subaccount solely in the interests of the
participants in the Plans and their beneficiaries with the care, skill, prudence
and diligence under the circumstances then prevailing that a prudent person
acting in like capacity and familiar with such matters would use in the conduct
of an enterprise of like character and with like aims. The Advisor shall not be
responsible for the operation or administration of the Trusts or the Plans. The
Advisor shall have no investment advisory responsibilities other than those
expressly provided in this Agreement. The Advisor shall discharge its duties in
accordance with the requirements of ERISA, other applicable law and this
Agreement.

               (g) Fidelity Bond and Insurance. The Advisor shall maintain for
the period during which the Agreement is in effect a fidelity bond meeting the
requirements of Section 412 of ERISA (unless the Trustee acknowledges that the
Advisor is exempt from such requirements) and including its officers, directors
and employees (or comparable individuals) to the extent so required. The Advisor
will provide to ABRA and the Trustee within twenty (20) business days of the
effective date of this Agreement copies of all insurance certificates (including
fiduciary, errors and omissions, and fidelity bonds) that could cover or relate
to the Subaccount, the Fund, the Trusts or the Plans, and, upon request by the
Trustee or ABRA, a copy

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of any such policy. The Advisor will notify ABRA and the Trustee of any material
changes in such policies, which change affects the coverage of the Advisor,
within twenty (20) business days after the earlier of when such changes are made
or are effective.

               (h) Brokerage Practices. In placing orders for the purchase and
sale of assets of the Subaccount in accordance with Subsection 4(c), the Advisor
shall act in accordance with the procedures with regard to brokerage practices
for the Subaccount, as described in Appendix C. The Advisor shall make its
recommendations of brokers or dealers in accordance with its best judgment and
in a manner consistent with ERISA and other applicable law. The Advisor shall
recommend those brokers or dealers for inclusion on the Broker List using its
best judgment to choose the broker or dealer most capable of providing the
brokerage services necessary to obtain the "best available price and most
favorable execution." The Trustee recognizes that the Advisor may, in accordance
with Section 28(e) of the Securities Exchange Act of 1934, as amended, recommend
a broker or dealer who will charge a commission for effecting a securities
transaction that will exceed the amount of commission another broker or dealer
would have charged for effecting such transaction, where the Advisor has
determined in good faith that the amount of such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer to, or for the benefit of, the Subaccount, viewed in terms of
either that particular transaction or such broker or dealer's overall
responsibilities with respect to the Subaccount.

               (i) Nondisclosure of Information. To the extent necessary for the
execution of this Agreement or to satisfy the requirements for disclosure to
participants or to meet the requirements of Sections 8 and 9, the Advisor shall
keep in strict confidence all information about the financial affairs of the
Subaccount. The Advisor may include information about the Subaccount in
aggregate information provided by the Advisor as long as the information is not
set out separately or in any other manner that would enable a third party to
determine the financial affairs of the Subaccount.

               (j) Advisor's Potential Conflicts of Interest. The Advisor (and
any affiliate thereof) may engage in any other business or act as advisor to or
investment manager for any other person, even though it (or any affiliate
thereof) or such other person has, or may have, investment policies similar to
those followed by the Advisor with regard to the Subaccount. Nothing in this
Agreement shall prevent the Advisor (or any affiliate thereof) from buying or
selling, or from recommending or directing such other person to buy or sell, at
any time, securities of the same kind or class recommended by the Advisor to be
purchased or sold for the Subaccount. The Advisor shall be free from any
obligation to the Subaccount to recommend any particular investment opportunity
which comes to it. However, if the Advisor effects the purchase or sale of the
same securities for the Subaccount and other accounts at the same time that
orders are open for the Subaccount and the other accounts, the pricing of or
proceeds from such securities shall be allocated among the other accounts and
the Subaccount in a just and equitable manner.

               (k) Valuation. At the request of the Trustee from time to time,
the Advisor shall provide pricing and valuation information with respect to
particular securities it has recommended for the Subaccount if the Trustee has
determined that such pricing and

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valuation information is not otherwise reasonably available to the Trustee
through standard pricing services.

          5. Representations by the Trustee. The Trustee represents and warrants
that (a) it is authorized under the Declaration of Trust to execute and deliver
this Agreement (b) there are no restrictions or limitations on the Subaccount's
investments imposed by applicable law other than (i) those set forth in the
Declaration of Trust, the Fund Declaration, this Agreement, and any additional
investment objectives and policies that have been established by the Trustee for
the Subaccount as set forth in the Registration Statement on Form S-1 filed with
the Securities and Exchange Commission relating to the Fund, as the same may be
amended from time to time (ii) those provided in ERISA and (iii) any other
investment restriction or limitation imposed by law or regulation which in the
Trustee's judgment is applicable to the Subaccount and which is communicated by
the Trustee to the Advisor; (c) disclosure to Plan participants contained in the
Registration Statement describing the Subaccount is accurate and prepared in
accordance with the requirements of Form S-1 under the Securities Act of 1933,
as amended, except that the Trustee makes no representation or warranty with
respect to any disclosure relating to the Advisor or its services with respect
to the Subaccount which the Advisor has prepared, approved in writing or has not
disapproved within five (5) business days following confirmed transmission by
facsimile, acceptable electronic transmission or overnight mail to a person
designated by the Advisor to review such disclosure; and (d) it is an
"intermediate customer" within the meaning of regulations promulgated by the
Financial Services Authority.

          6. Liability of the Advisor; Indemnification.

               (a) Limitation of Liability of the Advisor. The Advisor shall not
be liable for any act or omission of any other person or entity exercising a
fiduciary responsibility, if such fiduciary responsibility has been allocated to
such other person or entity in accordance with this Agreement, the Declaration
of Trust, the Fund Declaration, the Plans or the Trusts, except to the extent
that the Advisor has itself violated its fiduciary responsibility or its
obligations under this Agreement, or except to the extent that applicable law
(including ERISA) may expressly provide otherwise. No provision of this
Agreement shall constitute a waiver or limitation of any right that may exist
under any Federal or state securities law.

               (b) Indemnification.

                    (i) Indemnification of Advisor. To the extent permitted by
     applicable law, the Trustee agrees to indemnify and hold harmless the
     Advisor for losses, damages or expenses resulting from (A) actions taken by
     the Advisor in reliance on information provided by the Trustee to the
     Advisor in accordance with this Agreement, including but not limited to the
     Trustee's operating requirements and cash availability information, (B)
     actions omitted to be taken by the Advisor pursuant to instructions or
     directions provided by the Trustee and/or (C) valuation of the assets held
     in the Subaccount, computation of unit values for the Subaccount by the
     Trustee, or performance data and other financial information provided by
     the Trustee to Subaccount participants except to the extent that the
     Advisor has incorrectly reported or failed to report securities
     transactions in the Subaccount to the Trustee as provided in this


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Agreement and to the extent that any error in such valuation or computation is
due to prices or other information provided by the Advisor.

                    (ii) Indemnification of the Trustee. To the extent
permitted by applicable law, the Advisor agrees to indemnify and hold harmless
the Trustee for any direct losses, damages or expenses resulting from (A) any
recommendation of the Advisor or based on information provided by the Advisor,
(B) the Advisor's failure to provide correct and timely information or to make
recommendations on a timely basis as provided in the Agreement, and (C) any
disclosure relating to the Advisor or the services provided by the Advisor with
respect to the Subaccount which the Advisor has prepared, approved in writing or
has not disapproved within five (5) business days following transmission by
facsimile, acceptable electronic transmission or overnight mail to a person
designated by the Advisor to review such disclosure; provided, however, that the
Advisor shall not be required to indemnify and hold harmless the Trustee to the
extent that such losses, damages or expenses result from an act or omission of
the Advisor with respect to which the Advisor not only has used such care,
skill, prudence and diligence as a reasonably prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims, but also has otherwise acted in
accordance with this Agreement.

                    (iii) Advisor and Trustee Indemnification Procedures. If
the party seeking indemnification is either the Advisor or the Trustee, such
party shall promptly notify the indemnifying party of any claim, action, suit or
proceeding, or threat thereof, which may result in a claim for indemnification.
Upon such notification, the indemnifying party may, at its option, undertake the
conduct and cost of defending any such claim, action, suit or proceeding and in
such case shall have full control of such defense, including but not limited to
selection of counsel (provided that such counsel must be reasonably acceptable
to the party being indemnified) and entry into settlement agreements (provided
that any such settlement agreement shall require the consent of the party being
indemnified, which consent shall not be unreasonably delayed or withheld). The
Trustee or the Advisor, as the indemnifying party, shall not be liable for any
legal or other expenses incurred in connection with any such defense that were
not specifically authorized by it; provided, however, if such indemnifying party
fails to undertake and prosecute vigorously the defense of any such claim,
action, suit or proceeding, it shall be liable for reasonable legal and other
expenses incurred by the party being indemnified.

               (c) Indemnification of ABRA.

                    (i) To the extent permitted by applicable law, the Advisor
agrees to defend, indemnify and hold harmless ABRA, its then present and former
officers, directors and advisory directors, the ABA, and its then present and
former officers and Board of Governors (the "Indemnified Persons") against any
and all expenses (including attorney's fees, judgments, fines and penalties,
including any civil penalties assessed under Section 502(l) of ERISA) and
amounts paid in settlement actually or reasonably incurred in connection with
any threatened, pending or current action, suit, proceeding or claim, whether
civil, criminal, administrative or otherwise, and the amount of any adverse
judgment entered against any of them and any reasonable

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                                                                               9

expenses attendant thereto by reason of any of the Advisor's acts or omissions
in connection with this Agreement. For the above defense, indemnity and hold
harmless provision to apply (i) the Indemnified Persons (or ABRA) shall inform
the Advisor promptly of any claims threatened or made against any Indemnified
Person, (ii) the Indemnified Persons shall cooperate fully with the Advisor in
responding to such threatened or actual claims and (iii) any settlement
agreement entered into by the Indemnified Persons shall require the written
approval of the Advisor, which approval shall not be unreasonably withheld or
delayed, and any settlement agreement entered into by the Advisor shall require
written approval, within the time frame established by the Advisor, of the
Indemnified Persons, which approval shall not be unreasonably withheld.

                    (ii) Right to Counsel. The Indemnified Persons shall have
the right to employ counsel in their, its, his or her sole discretion. Such
Indemnified Persons shall be responsible for the expenses of such separate
counsel except as provided in Subsection 6(c)(iii). The Advisor agrees to
cooperate fully with the Indemnified Persons and their separate counsel in
responding to such threatened or actual claims.

                    (iii) Separate Counsel. The Advisor agrees to cooperate
fully with the Indemnified Persons in responding to such threatened or actual
claims. The Indemnified Persons shall have the right to reasonable expenses of
separate counsel paid by the Advisor, provided that the Advisor shall not be
liable for any legal or other expenses incurred in connection with any such
threatened claim or defense that were not specially authorized by the Advisor in
writing, and provided that the Advisor shall have received a written opinion
reasonably acceptable in form and substance to the Advisor of counsel reasonably
acceptable to the Advisor (and which counsel shall not represent or otherwise be
affiliated with any of the Indemnified Persons) that there exists a material
conflict of interest between one or more of the Indemnified Persons and the
Advisor in the conduct of the response to a threatened claim or in the conduct
of the defense of an actual claim, in which event the Advisor shall be liable
for the reasonable legal expenses of each counsel whose appointment is necessary
to resolve such conflict; provided, however, the Advisor shall not be
responsible for more than one (1) counsel for all Indemnified Persons and
selection of such counsel shall be reasonably acceptable to the Advisor.

                    (iv) Payment of Expenses. Expenses (including counsel fees)
specifically authorized by the Advisor and actually and reasonably incurred by
the Indemnified Persons in defending against or responding to such threatened or
actual claims as provided in (i) and (iii) of this Subsection shall be paid as
they are incurred. If an Indemnified Person is reasonably required to bring any
action to enforce rights or collect monies due under Subsection 6(c) and is
successful in such action, the Advisor shall reimburse such Indemnified Person
or its subrogee for reasonable fees and expenses incurred in bringing and
pursuing such action.

                    (v) Supplemental Rights. Indemnification pursuant to
Subsection 6(c) is intended to be supplemental to any other rights to
indemnification available to the Indemnified Persons. Nothing herein shall be
deemed to diminish or otherwise restrict the Indemnified Persons' rights to
indemnification under law.

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                                                                              10

                    (vi) Third Party Beneficiaries. The indemnifying party
     acknowledges that the Indemnified Persons are intended to be third-party
     beneficiaries of Subsection 6(c).

          7. Transactions Prohibited with Respect to the Advisor. The Advisor,
its officers, partners, directors and affiliates, and each of them, shall not,
with respect to the Subaccount, (a) as a principal, purchase assets from or sell
assets to the Fund, (b) receive any compensation or fees with respect to the
Fund, other than the fees provided for in Appendix D, (c) engage in or recommend
any transaction involving or affecting the Fund that such person knows or should
know is a prohibited transaction under ERISA unless such transaction is exempt
under the applicable provisions of ERISA or (d) direct delivery of securities or
payment to itself or direct any disposition of securities or cash from the
Subaccount except to the Trusts.

          8. Reports and Meetings.

               (a) Monthly Reports. At least monthly the Advisor shall render to
the Trustee and ABRA, or their designee, reports concerning its services under
this Agreement and the status of the Subaccount, based on the reporting
procedures set forth in Appendix E, which is hereby adopted and made a part of
this Agreement, including statements of investments in the Subaccount.

               (b) Meetings. The Advisor will meet with the Trustee and ABRA and
with such other persons as the Trustee or ABRA may designate on reasonable
notice and at reasonable times and locations, to discuss general economic
conditions, Subaccount performance, investment strategy and other matters
relating to the Subaccount.

               (c) Reports Prior to Termination. On each day during the period
beginning ten (10) business days prior to the effective date of the Advisor's
resignation or its removal under this Agreement by the Trustee (the "Termination
Date"), or on each day of such shorter period after which the Advisor has
received notice of its removal, the Advisor shall render to the Trustee and
ABRA, or their designee, a report of the current status of the Subaccount based
on the procedures set forth in Appendix E, including a statement of investments
in the Subaccount and on the day immediately following the Termination Date,
such report shall be rendered in final form with respect to the status of the
Subaccount, including a statement of investments therein, as of the close of
business on the Termination Date.

               (d) Additional Reports. The Advisor shall furnish to the Trustee
and ABRA such additional reports and information as may be reasonably requested
by the Trustee or ABRA.

          9. Accounting. The Advisor shall keep accurate and detailed records
concerning its services under this Agreement, including records of all
transactions effected and recommendations made during its performance of this
Agreement, and all such records shall be open to inspection at all reasonable
times by the Trustee and ABRA, or their designee, and by duly authorized
representatives of the Secretary of Labor and the Secretary of the Treasury
acting pursuant to their authority under ERISA and the Code, respectively, and
other appropriate regulatory authorities.

<PAGE>

                                                                              11

          10. Advisor's Compensation. The amount and manner of payment of fees
payable by the Trustee to the Advisor for the Advisor's services under this
Agreement are set forth in Appendix D. The Advisor agrees that if it enters into
a fee schedule with any new non-eleemosynary client whose portfolio is advised
or managed under the same investment policies and objectives as the Subaccount,
and is similarly or smaller sized, for services which are similar to the
services provided under this Agreement and such fee schedule contains fees that
are lower than the fees set forth in Appendix D, it will offer the same fee
schedule to the Trustee, which shall have the right to require an amendment to
Appendix D to reflect that lower fee schedule.

          11. Removal and Resignation.

               (a) Removal of the Advisor. Upon written notice to the Advisor,
the Advisor may be removed by the Trustee. Any transaction for the Subaccount
authorized by the Trustee prior to the receipt by the Advisor of the notice
shall be consummated, and the Advisor shall not recommend any transaction for
the Subaccount subsequent to the receipt of the notice.

               (b) Resignation of the Advisor. The Advisor may resign under this
Agreement upon sixty (60) days' prior written notice to the Trustee. The Advisor
shall concurrently advise ABRA in writing of such resignation and the effective
date thereof.

               (c) Termination of Obligations. The respective obligations of the
Advisor and the Trustee under Section 6 of the Agreement shall survive any such
removal or resignation or other termination of this Agreement.

          12. Termination, Amendment or Modification. The provisions of this
Agreement may not be terminated, changed, modified, altered or amended in any
respect except in a writing signed by the parties.

          13. Definitions. As used herein the following terms shall have the
meanings ascribed to them in the following sections of this Agreement:

<TABLE>
     <S>                                       <C>
     Term Defined                              Section
     ------------                              -------
     ABA Members Collective Trust              Introduction
     ABA Members Plans                         Introduction
     ABRA                                      Introduction
     Advisers Act                              2
     Advisor                                   Introduction
     Advisor's Amendment                       4(c)(i)
     Advisor's Recommendation                  4(c)(ii)
     Agreement                                 Introduction
     Authorized Transaction                    4(c)(iii)
     Broker List                               4(c)(i)
     business day                              2
     Code                                      Introduction
     Declaration of Trust                      Introduction
     ERISA                                     2
</TABLE>

<PAGE>

                                                                              12

<TABLE>
     <S>                                       <C>
     Term Defined                              Section
     ------------                              -------
     Fund                                      Introduction
     Fund Declaration                          4(b)
     Indemnified Persons                       6(c)(i)
     Plans                                     Introduction
     State Street                              Introduction
     Subaccount                                Introduction
     Suggested Response                        4(e)
     Termination Date                          8(c)
     Trustee                                   Introduction
     Trustee's Response                        4(c)(ii)
     Trustee's Rejection                       4(e)
     Trusts                                    Introduction
     Valid Notice                              4(c)(v)
</TABLE>

          14. Governing Law. This Agreement shall be construed and enforced
according to the laws of The Commonwealth of Massachusetts and, to the extent of
any federal preemption, the laws of the United States of America, including
ERISA.

          15. Binding upon Successors. This Agreement shall be binding upon and
enforceable by the successors to the parties hereto.

          16. Assignment. The Advisor may not assign this Agreement (including
for this purpose any assignment within the meaning of the Advisers Act), or any
rights or responsibilities hereby created, without the prior written consent of
the Trustee, which consent may be withheld by the Trustee in its sole
discretion; however, the parties may amend this Agreement from time to time in
accordance with Section 12.

          17. Notices. Written notices shall be deemed effective with respect to
a party upon delivery to such party at the address set forth below or to such
other address as may be provided in writing from time to time by such party:

     To the Advisor:   JP Morgan Fleming Asset Management (London) Limited
                       Finsbury Dials, 20 Finsbury Street
                       London EC2Y 9AQ
                       Attention:
                       Telecopier:  _____________

     To the Trustee:   State Street Bank and Trust Company
                       Batterymarch Park III
                       Three Pine Hill Drive
                       Quincy, Massachusetts 02169
                       Attention: ABRA Division Head

<PAGE>

                                                                              13
<TABLE>
     <S>                <C>
     If by mail to:     State Street Bank and Trust Company
                        Post Office Box 1389
                        Boston, Massachusetts 02104
                        Attention:  ABRA Division Head
</TABLE>

          18. Oral Communications. Oral communications between the parties to
this Agreement shall be effective hereunder only to the extent specifically
authorized herein. By its execution of this Agreement, each of the parties
hereto acknowledges that the other party may record any such oral communications
and consents to any such recording. All oral communications shall be confirmed
in writing, except that if an oral communication is recorded such recording
shall be controlling and no written confirmation shall be required.

          19. Authority. The parties to this Agreement represent, respectively,
that they have duly authorized the execution, delivery and performance of this
Agreement and that neither such execution and delivery nor the performance of
their obligations hereunder conflict with or violate any provision of law, rule
or regulation, or any instrument to which either is a party or to which any of
their respective properties are subject and that this Agreement is a valid and
binding obligation.

          20. Authorized Representatives of the Advisor. The Advisor from time
to time shall by written notice certify to the Trustee the name of the person or
persons authorized to act on behalf of the Advisor. Any person so certified
shall be deemed to be the authorized representative of the Advisor. The Advisor
shall give written notice to the Trustee when any person so certified ceases to
have the authority to act on behalf of the Advisor, but such revocation of
authority shall not be valid until the notice is received by the Trustee. The
Advisor will notify the Trustee in writing of any significant changes in the
ownership of the Advisor and any changes in the personnel of the Advisor
responsible for providing investment advice with respect to the assets of the
Subaccount within twenty (20) business days after such change.

          21. Delegation. Except where prohibited by applicable law or
regulation, the Advisor may delegate any or all of its administrative functions
under this Agreement (but not its obligations under Section 4 of this Agreement)
to an affiliated party but the Advisor's liability to the Trustee shall not be
affected thereby.

               Notwithstanding any other provision of the Agreement, the Advisor
may provide information about the Trustee and the Subaccount to any such
affiliate for the purposes of this clause. The Advisor will act in good faith in
the selection, use and monitoring of an affiliate.

          22. Force Majeure. Neither party to this Agreement shall be liable for
damages resulting from delayed or defective performance when such delays arise
out of causes beyond the control and without the fault or negligence of the
offending party. Such causes may include, but are not restricted to, Acts of God
or of the public enemy, terrorism, acts of the State in its sovereign capacity,
fires, floods, earthquakes, power failures, disabling strikes, epidemics,
quarantine restrictions, and freight embargoes.

<PAGE>

                                                                              14

     IN WITNESS WHEREOF, the parties have executed this Agreement effective
April 1, 2003.

                                            STATE STREET BANK AND TRUST COMPANY

     Attest: ___________________            By:  _______________________________
                                            Name:  _____________________________
                                            Title:  ____________________________

                                            ____________________________________
     Attest:  __________________            By:  _______________________________
                                            Name:  _____________________________
                                            Title:  ____________________________

<PAGE>

                                                                              15

                                   APPENDIX A

                             Assets in Subaccount A

          The assets in Subaccount A shall consist of the following assets:

          (a) All assets held in the Fund on April 1, 2003 other than assets
held in Fund on April 1, 2003 transferred on such date to Subaccount B, which
shall be approximately fifty percent (50%) of the total assets in the Fund; and

          (b) All amounts subsequently contributed or transferred to
Subaccount A; and

          (c) All interest, income and gains attributable to such amounts; minus

          (d) All losses attributable to the amounts described in clauses (a)
through (c) above; minus

          (e) All amounts withdrawn or transferred from Subaccount A (not
including amounts withdrawn to pay fees and expenses); minus

          (f) A pro rata portion of the fees and expenses for the Fund (except
for the fees and expenses chargeable directly for the advisory services,
management, administration, custody and accounting for Subaccount A and any
other subaccounts of the Fund); minus

          (g) The amounts withdrawn to pay the fees and expenses chargeable
directly for the advisory services, management, administration, custody and
accounting for Subaccount A.

<PAGE>

                                                                              16


                                   APPENDIX B

                                Fund Declaration

                                   [Attached]

<PAGE>

                                                                              17

                                   APPENDIX C

                               Brokerage Practices

     The Investment Advisor has provided the Trustee with a copy of Part II of
the Form ADV most recently filed by the Investment Advisor with the Securities
and Exchange Commission, in which form the general brokerage practices of the
Investment Advisor are described. The Investment Advisor will from time to time
provide the Trustee with amendments to such form, in accordance with applicable
law.

<PAGE>

                                                                              18


                                   APPENDIX D

                                  Advisor Fees

     For its services rendered as investment advisor under the Agreement, the
Investment Advisor will be compensated at the annual rates set forth below,
based on the aggregate value of the assets in the Subaccount as determined by
State Street. Such compensation shall be calculated and accrued on a daily basis
and paid monthly from the assets of the Subaccount.

     Value of Assets in Subaccount                     Rate

     First $50 million                                 0.75%

     Next $50 million                                  0.65%

     Over $100 million                                 0.45%

The monthly invoices will be sent by e-mail and post to Joseph Penella at:

     ABRA
     3 Pine Hill Drive
     BatteryMarch Park III
     Quincy, Ma. 02169-7422

<PAGE>

                                                                              19

                                   APPENDIX E

I.   Operational Procedures Between the Trustee and the Advisor

     A.   It is understood and agreed that the Trustee:

          1.   holds title to all of the assets of the Subaccount;

          2.   is responsible to assure that investments made for the Subaccount
               meet applicable requirements and limitations;

          3.   is required to value such assets; and

          4.   will maintain the proper accounting records for the Subaccount.

     B.   Cash.

          1.   The Trustee will communicate daily to the Advisor by 12:00 noon
               (Eastern Time) the cash available for investment in the
               Subaccount, which information will be based on the procedures set
               forth below.

          2.   Extraordinary cash flow requirements - In the event the Trustee
               becomes aware of facts that will require the withdrawal of an
               extraordinary amount of cash from the Subaccount under the Plans,
               the Trustee will promptly communicate to the Advisor such facts,
               including the amount and date of such cash withdrawal.

     C.   The Advisor will communicate to the Trustee purchases and sales of
          investments in the Subaccount as follows:

          1.   Common Stock and Long-Term Debt Securities.

          (a)  The Advisor will communicate daily to the Trustee no later than
               9:00 p.m. (Eastern Time) on the trade date all purchase and sale
               transactions for the Subaccount. Each daily report will indicate
               separately number of purchases and sales and total trades. On
               days when no trades are recommended the Advisor will issue a
               negative trade report. Such communication will include the
               following information for each trade:

               .    Buy or sell

               .    Trade date (if as of trade)

               .    Settlement date

               .    Name of broker or dealer or other party

<PAGE>
                                                                              20

                    .    Name of issue

                    .    CUSIP number/Cedel

                    .    Number of shares (or principal amount in local currency
                         if debt security)

                    .    Price per share (or principal amount if debt security)
                         in local currency

                    .    Price per share (or per $100 (or local equivalent) of
                         debt security) in local currency

                    .    (For debt) Interest purchased or sold

                    .    Agreed upon commission per share (or per other unit of
                         interest)

                    .    Total commission

                    .    Exchange on which transaction is executed (or
                         transacted over the counter)

                    .    Net amount

                    .    Such other information as may be required by the
                         Trustee

                    .    Clearing broker ("same" if same as trading broker)

                    .    SIC Code

               (b)  For DTC eligible securities and when applicable, the Trustee
                    shall confirm to DTC, as soon after trade date as possible,
                    through an acknowledgement procedure acceptable to DTC and
                    the Trustee, all trades which accurately reflect the trades
                    entered into for the Subaccount as reported to the Trustee
                    by the Advisor.

               (c)  The Advisor will arrange for a copy of each confirmation to
                    be sent to the Trustee or an affiliate as designated by the
                    Trustee.

          2.   Short-Term Debt Securities

               (a)  As of 10:30 a.m. (Eastern Time) on each business day, the
                    Trustee will invest available cash in the Subaccount by
                    purchasing and selling units for the Subaccount in the Yield
                    Enhanced Short Term Investment Fund ("YES"), unless the
                    Advisor notified the Trustee prior to such time that the
                    Advisor recommends investment in accordance with paragraph
                    b. The Trustee shall confirm daily the

<PAGE>

                                                                              21

                    number of units purchased and sold on the preceding day, as
                    well as the YES unit value at the close of business on the
                    preceding day.

               (b)  Alternatively, the Advisor may notify the Trustee in advance
                    in writing that the Advisor recommends that the Trustee
                    invest available cash in the Subaccount.

                    (i)  In such event, the Advisor will communicate daily to
                         the Trustee or an affiliate no later than 10:00 a.m.
                         (Eastern Time) all recommended purchase and sale
                         transactions in short-term securities to be made for
                         the Subaccount. Such communication will include the
                         following information for each trade:

                    .    Buy or sell

                    .    Trade date (if as of trade)

                    .    Settlement date

                    .    CUSIP number/Cedel

                    .    Name of broker or dealer or other party, if other than
                         the issuing company

                    .    Name of issue

                    .    Current par value in local currency

                    .    Cost of acquisition or proceeds of sale

                    .    Last coupon date

                    .    Discount or interest rates

                    .    Maturity date of purchase

                    .    Collateral

                    .    Currency

                    .    Such other information as may be required by the
                         Trustee

                    (ii) The Advisor also will direct each executing broker or
                         dealer or other party or the issuing companies to
                         deliver or receive the securities against payment for
                         the account of the Trustee.

<PAGE>
                                                                              22

                    (iii) The Trustee will convey to the Advisor no later than
                         the next business day a report showing in detail the
                         previous day's transactions based on the procedures set
                         forth in Section II below. The Advisor will (a)
                         promptly check the data in such report and (b)
                         immediately advise the Trustee by telephone (followed
                         by a written confirmation within two days) of any
                         variances.

                    (iv) If such investments are held to maturity the Trustee
                         will redeem such securities on the maturity date and
                         make the funds available to the Advisor for
                         reinvestment.

                    (v)  The Advisor will also direct each broker or dealer or
                         party or issuing company to convey a copy of each
                         confirmation to the Trustee.

II.  Valuation and Accounting of the Subaccount

     A.   The assets of the Subaccount are valued as provided in the current
          prospectus included in the registration statement filed with the
          Securities and Exchange Commission.

     B.   Stocks and long-term debt security transactions will be recorded not
          later than the business day following the trade date. Dividend income
          will be recorded on the ex-dividend date. Interest income will be
          accrued daily.

III. Communications to Investment Advisor

     A.   State Street will send the following reports on a monthly basis to the
          Advisor by overnight mail so that they are received no later than the
          tenth business day of the following month:

          .    Statement of Investments showing account holdings as of the last
               day of the month.

          .    Monthly Summary of Account Activity Report (Trials).

          .    Daily Purchase Activity Report (Purchases and Sales Report).

          .    Daily Sales Activity Report (Purchases and Sales Report).

          .    Actual Dividend Receipts Reports (Dividend and Interest Report).

          .    Summary of Accounting Journals Report - This report displays a
               daily summary of client contributions, client withdrawals and
               expenses charged to the account (Cash Summary Report).

<PAGE>
                                                                              23

          .    Stock Dividend/Stock Split Schedule Report. Mergers, spinoffs,
               exchanges, etc. will also be indicted on this report as they
               occur.

          .    YES Report. (This report will be distributed only if the
               Subaccount participates in YES for short term investments.)

     B.   State Street will send the Advisor the existing broker list within two
          business days prior to the end of each month to determine whether any
          changes will be made under Section 4(c) of the Agreement.

     C.   The Advisor will send the following reports (or information) to the
          Trustee:

          .    Monthly holdings (at month end) with security, # shares, price,
               yield, cost and market value.

          .    List of transactions (purchase and sales) for the month with
               security, # shares and per share sale total.

          .    Monthly return on portfolio, gross of fees.

IV.  Notices

     The methods of communication and the persons to whom the information
     required by this Appendix E will be given will be set forth in writing
     between the Trustee and the Advisor from time to time as required by the
     circumstances to carry out the intent and purposes of the Agreement and
     this Appendix E.