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EXHIBIT 5(a)-8
FORM OF
INVESTMENT ADVISORY AGREEMENT
____________ __, 1997
Sierra Investment Services Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
P.O. Box 1160
Xxxxxxxxxx, Xxxxxxxxxx 00000-0000
Dear Sirs:
The Sierra Variable Trust (the "Trust"), an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts, hereby agrees
with Sierra Investment Services Corporation ("Sierra Services"), a corporation
organized under the laws of the state of California, as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Trust's managed investment
portfolios listed in the SCHEDULE(S) attached hereto and made a part of this
Agreement, (each, a "Portfolio," and together, the "Portfolios") by investing
and reinvesting in investments of the kind and in accordance with the
limitations specified in the Trust's Agreement and Declaration of Trust, as
amended (the "Trust Agreement"), and in its prospectus(es) and statement(s) of
additional information relating to the Portfolios as from time to time in effect
(the "Prospectus" and the "Statement of Additional Information", respectively),
and in such manner and to such extent as may from time to time be approved by
the Board of Trustees of the Trust. Copies of the Prospectus, Statement of
Additional Information and Trust Agreement have been or will be submitted to
Sierra Services. The Trust agrees to provide copies of all amendments to the
Prospectus, Statement of Additional Information and Trust Agreement to Sierra
Services on an ongoing basis. The Trust desires to employ and hereby appoints
Sierra Services to act as investment advisor to the Portfolios. Sierra Services
accepts the appointment and agrees to furnish the services described herein for
the compensation set forth below.
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2. Services as Investment Advisor
Subject to the supervision and direction of the Board of Trustees of the
Trust, Sierra Services has general oversight responsibility for the investment
advisory services provided to the Portfolios and will exercise this
responsibility in accordance with the Trust Agreement, the Investment Company
Act of 1940, as amended (the "1940 Act"), and the Investment Advisers Act of
1940, as amended, and with the Portfolios' investment objectives and policies as
stated in the Prospectus and Statement of Additional Information relating to the
Portfolios as from time to time in effect. In connection therewith, Sierra
Services will, among other things, (a) make investment decisions for the
Portfolios in accordance with the Portfolios' investment policies, (b) place
purchase and sale orders on behalf of the Portfolios to effectuate the
investment decisions made, (c) maintain books and records with respect to the
securities transactions of the Portfolios and will furnish the Trust's Board of
Trustees such periodic, regular and special reports as the Board may request.
3. Information Provided to the Trust
Sierra Services will keep the Trust informed of developments materially
affecting the Portfolios, and will, on its own initiative, furnish the Trust
from time to time with whatever information Sierra Services believes is
appropriate for this purpose.
4. Standard of Care
Sierra Services shall exercise its best judgment in rendering the services
described in paragraph 2 above. Sierra Services shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolios
in connection with the matters to which this Agreement relates, except (a) a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or
(b) a loss resulting from willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement (each such breach, act or
omission described in (a) or (b) shall be referred to as "Disqualifying
Conduct").
5. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Trust will pay Sierra Services on the first business day of each month a fee for
the previous month at the annual rate specified in the SCHEDULE(S) which is
attached hereto and made part of this Agreement. The fee will be calculated
based on each Portfolio's average daily net assets. Upon any termination of
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this Agreement before the end of a month, the fee for such part of that month
shall be prorated according to the proportion that such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to Sierra Services, the
value of each Portfolio's average daily net assets shall be computed at the
times and in the manner specified in the Prospectus or Statement of Additional
Information relating to the Portfolio as from time to time in effect.
6. Expenses
Sierra Services will bear all expenses in connection with the performance
of its services under this Agreement. The Trust will bear certain other expenses
to be incurred in its operation, including but not limited to: organizational
expenses; taxes, interest, brokerage fees and commissions, if any; fees of
Trustees of the Trust who are not officers, directors, or employees of Sierra
Services, the Portfolios' sub-administrator or any of their affiliates;
Securities and Exchange Commission fees and state Blue Sky notification fees;
transfer agent fees; out-of-pocket expenses of custodians, transfer and dividend
disbursing agents and the Portfolios' sub-administrator and transaction charges
of custodians; insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Trust's existence; costs attributable to investor services,
including, without limitation, telephone and personnel expenses; costs of
preparing and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the Trust and of the
officers or Board of Trustees of the Trust; and any extraordinary expenses.
7. Services to Other Companies or Accounts
The Trust understands that Sierra Services now acts as investment advisor
to other investment companies and each of the Portfolios, and may act now or in
the future as investment advisor to (i) other series of the Trust; (ii)
fiduciary and other managed accounts; and (iii) one or more other investment
companies or series of investment companies; and the Trust has no objection to
Sierra Services so acting. The Trust understands that the persons employed by
Sierra Services to assist in the performance of Sierra Services' duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of Sierra Services or any
affiliate of Sierra Services to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
8. Term of Agreement
This Agreement shall become effective as of the date first written above
and shall continue for an initial two-year term and shall continue thereafter
with respect to any of the Portfolios so
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long as such continuance is specifically approved at least annually by (i) the
Board of Trustees of the Trust or (ii) a vote of a "majority" (as defined in the
0000 Xxx) of the outstanding voting securities of such Portfolio; provided that
in either event the continuance is also approved by a majority of the Board of
Trustees who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable with respect to
any of the Portfolios, without penalty, on 60 days' written notice, by the Board
of Trustees of the Trust or by vote of holders of a majority of the outstanding
voting securities of such Portfolio, or upon 90 days' written notice, by Sierra
Services. This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act). Sierra Services agrees to notify the
Trust of any circumstances that might result in this Agreement being deemed to
be assigned.
9. Representations of the Trust and Sierra Services
The Trust represents that (i) a copy of the Trust Agreement, dated January
29, 1993, together with all amendments thereto, is on file in the office of the
Secretary of the Commonwealth of Massachusetts, (ii) the appointment of Sierra
Services has been duly authorized and (iii) the Trust has acted and will
continue to act in conformity with the requirements of the 1940 Act and other
applicable laws.
Sierra Services represents that it is authorized to perform the services
described herein.
10. Limitation of Liability
This Agreement has been executed on behalf of the Trust by the undersigned
officer of the Trust in his capacity as an officer of the Trust. The obligations
of this Agreement with respect to each Portfolio shall be binding upon the
assets and property of such Portfolio only and not upon the assets and property
of any other investment fund (i.e., series) of the Trust and shall not be
binding upon any Trustee, officer or shareholder of the Portfolios and/or the
Trust individually.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties
hereto.
12. Governing Law
This Agreement shall be governed in accordance with laws of the
Commonwealth of Massachusetts.
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If the foregoing accurately sets forth our agreement, kindly indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
THE SIERRA VARIABLE TRUST
By
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Name:
Title:
Accepted:
SIERRA INVESTMENT SERVICES CORPORATION
By
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Name:
Title:
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INVESTMENT ADVISORY AGREEMENT
Dated ___________ __, 1997
PORTFOLIO AND FEE SCHEDULE
(Pursuant to Sections 1 and 5)
The following Portfolios (as defined in the Investment Advisory Agreement
attached hereto) are governed by such Agreement and the Trust will pay Sierra
Investment Services Corporation (as such parties are defined in such Agreement)
fees at the annual rate set forth opposite the name of such Portfolio below:
Portfolio Annual Rate
Capital Growth [ ]
Growth [ ]
Balanced [ ]
Value [ ]
Income [ ]
Schedule Adopted as of ___________ __, 1997
