Sierra Variable Trust
INVESTMENT MANAGEMENT AGREEMENT
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INVESTMENT MANAGEMENT AGREEMENT (this "Agreement"), dated ______________,
1997, between the Sierra Variable Trust, a Massachusetts business trust, (the
"Trust"), on behalf of each of its series which are listed on the signature page
of this Agreement (each referred to herein as a "Fund") and Composite Research &
Management Co., a Washington corporation (the "Manager").
WITNESSETH
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WHEREAS, the Trust is a diversified, open-end series management investment
company, registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, each Fund, as a separate series of the Trust, desires to retain
the Manager to render investment management services to the Fund, and the
Manager is willing to render such services;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:
Appointment. The Fund hereby appoints the Manager to act as investment
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manager to the Fund for the period and on the terms set forth in this Agreement.
The Manager accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
Management. Subject to the supervision of the Board of Trustees of the
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Trust, the Manager shall manage the investment operations of the Fund and the
composition of the Fund's portfolio, including the purchase, retention and
disposition of securities therefor, in accordance with the Fund's investment
objectives, policies and restrictions as stated in the Prospectus and Statement
of Additional Information (as such terms are hereinafter defined) and
resolutions of the Trust's Board of Trustees and subject to the following
understandings:
The Manager shall provide supervision of the Fund's
investments, furnish a continuous investment program for the Fund's
portfolio and determine from time to time what securities will be
purchased, retained, or sold by the Fund, and what portion of the
assets will be invested or held as cash.
the Manager, in the performance of its duties and obligations
under this
Agreement, shall act in conformity with the Declaration of Trust (as hereinafter
defined) of the Trust and the investment policies of the Fund as determined by
the Board of Trustees of the Trust.
The Manager shall determine the securities to be purchased or sold by the
Fund and shall place orders for the purchase and sale of portfolio securities
pursuant to its determinations with brokers or dealers selected by the Manager.
In executing portfolio transactions and selecting brokers or dealers, the
Manager shall use its best efforts to seek on behalf of the Fund the best
overall terms available. In assessing the best overall terms available for any
transaction, the Manager may consider all factors it deems relevant, including
the breadth of the market in the security, the price of the security, the size
of the transaction, the timing of the transaction, the reputation, financial
condition, experience, and execution capability of a broker or dealer, the
amount of commission, and the value of any brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended) provided by a broker or dealer. The Manager is authorized to pay to
a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Fund which is in excess
of the amount of commission another broker or dealer would have charged for
effecting the transaction if the Manager 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 that particular
transaction or in terms of the overall responsibilities of the Manager to the
Fund and/or other accounts over which the Manager exercises investment
discretion.
On occasions when the Manager deems the purchase or sale of a security to
be in the best interest of the Fund as well as other fiduciary accounts for
which it has investment responsibility, the Manager, to the extent permitted by
applicable laws and regulations, may aggregate the securities to be so sold or
purchased in order to obtain the execution, most favorable net price or lower
brokerage commissions.
Subject to the provisions of the Agreement and Declaration of Trust of the
Trust and the Investment Company Act of 1940, as amended (the "1940") Act"), the
Manager, at its expense, may select and contract with one or more investment
advisers (the "Subadviser") for the Fund to perform some or all of the services
for which it is responsible pursuant to this Section 2. The Manager shall be
solely responsible for the compensation of any Subadviser of the Fund for its
services to the Fund. The Manager may terminate the services of any Subadviser
at any time
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in its sole discretion, and shall at such time assume the responsibilities
of such Subadviser unless and until a successor Subadviser is selected. To
the extent that more than one Subadviser is selected, the Manager shall, in
its sole discretion, determine the amount of the Fund's assets allocated
to each such Subadviser.
Services Not Exclusive. The investment management services rendered by the
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Manager hereunder to the Fund are not to be deemed exclusive, and the Manager
shall have the right to render similar services to others, including, without
limitation, other investment companies.
Expenses. During the term of this Agreement, the Manager shall pay all
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expenses incurred by it in connection with its activities under this Agreement
including the salaries and expenses of any of the officers or employees of the
Manager who acts as officers, Trustees or employees of the Trust but excluding
the cost of securities purchased for the Fund and the amount of any brokerage
fees and commissions incurred in executing portfolio transactions for the Fund,
and shall provide the Fund with suitable office space. Other expenses to be
incurred in the operation of the Fund (other than those borne by any third
party), including without limitation, taxes, interest, brokerage fees and
commissions, fees of Trustees who are not officers, directors, or employees of
the Manager, federal registration fees and state Blue Sky qualification fees,
administration fees, bookkeeping, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining the Fund's of the
Trust's existence, costs of independent pricing services, costs attributable to
investor services (including, without limitation, telephone and personnel
expenses), costs of preparing, printing and distributing prospectuses to
existing shareholders, costs of stockholders' reports and meetings of
shareholders and Trustees of the Fund or the Trust, as applicable, and any
extraordinary expenses will be borne by the Fund.
Compensation. For the services provided pursuant to this Agreement, each
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Fund shall pay to the Manager as full compensation therefor a monthly fee
computed on the average daily net assets of the Fund as stated in Schedule A
attached hereto. The Fund acknowledges that the Manager, as agent for the Fund,
will allocate a portion of the fee equal to the sub-advisory fee payable to the
sub-advisor, if any, under its sub-advisory agreement to the sub-advisor for
sub-advisory services. The Fund acknowledges that the Manager, as agent for the
Fund, will allocate a portion of the fee to Xxxxxxx Xxxxx Securities Services,
Inc. for administrative services, portfolio accounting and regulatory compliance
systems and a portion of the fee to Composite Funds Distributor, Inc. for
facilitating distribution of the Fund.
Limitation of Liability. The Manager shall not be liable for any error of
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judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith
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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.
Delivery of Documents. The Trust has heretofore delivered to the Manager
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true and complete copies of each of the following documents and shall promptly
deliver to it all future amendments and supplements thereto, if any:
Agreement and Declaration of Trust (such Agreement and Declaration as
presently in effect and as amended from time to time, the "Declaration of
Trust");
Bylaws of the Trust;
Registration Statement under the Securities Act of 1933 and under the
1940 Act of the Trust on Form N-1A, and all amendments thereto, as filed
with the Securities and Exchange Commission (the "Registration Statement")
relating to the Fund and the shares of the Fund;
Notification of Registration of the Trust under the 1940 Act on Form
N-8A;
Prospectuses of the Fund (such prospectuses as presently in effect
and/or as amended or supplemented from time to time, the "Prospectus"); and
Statement of Additional Information of the Fund (such statement as
presently in effect and/or as amended or supplemented from time to time,
the "Statement of Additional Information").
Duration and Termination. This Agreement shall become effective as of the
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date first above-written for an initial period of two years and shall continue
thereafter so long as such continuance is specifically approved at least
annually (a) by the vote of the Board of Trustees including a majority of those
members of the Trust's Board of Trustees who are not parties to this Agreement
or "interested persons" of any such party, cast in person at a meeting called
for that purposes, or by vote of a majority of the outstanding voting securities
of the Fund. Notwithstanding the foregoing, (a) this Agreement may be terminated
at any time, without the payment of any penalty, by either the Fund (by vote of
the Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Fund) or the Manager, on sixty (60) days prior written notice
to the other and (b) shall automatically terminate in the event of its
assignment. As used in this
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Agreement, the terms "majority of the outstanding voting securities, "interested
persons" and "assignment" shall have the meanings assigned to such terms in the
1940 Act.
Amendments. No provision of this Agreement may be amended, modified, waived
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or supplemented except by a written instrument signed by the party against which
enforcement is sought. No amendment of this Agreement shall be effective until
approved in accordance with any applicable provisions of the 1940 Act.
Use of Name and Logo. The Fund agrees that it shall furnish to the Manager,
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prior to any use or distribution thereof, copies of all prospectuses, statements
of additional information, proxy statements, reports to stockholders, sales
literature, advertisements, and other material prepared for distribution to
stockholders of the Fund or to the public, which in any way refer to or describe
the Manager or which include any trade names, trademarks or logos of the Manager
or of any affiliate of the Manager. The Fund further agrees that it shall not
use or distribute any such material if the Manager reasonably objects in writing
to such use or distribution within five (5) business days after the date such
material is furnished to the Manager.
The manager and/or its affiliates own the name "Sierra", "Composite" and
any other names which may be listed from time to time on a Schedule B to be
attached hereto that may develop for use in connection with the Fund, which
names may be used by the Fund or the Trust only with the consent of the Manager
and/or its affiliates. The Manager, on behalf of itself and/or its affiliates,
consents to the use by the Trust and by the Fund of such names or any other
names embodying such names, but only on condition and so long as (i) this
Agreement shall remain in full force, (ii) the Fund and the Trust shall fully
perform, fulfill and comply with all provisions of this Agreement expressed
herein to be performed, fulfilled or complied with by it, and (iii) the Manager
is the manager of the Fund and the Trust. No such name shall be used by the Fund
or the Trust at any time or in any place or for any purposes or under any
conditions except as provided in this section. The foregoing authorization by
the Manager, on behalf of itself and/or its affiliates, to the Fund and the
Trust to use such names as part of a business or name is not exclusive of the
right of the Manager and/or its affiliates themselves to use, or to authorize
others to use, the same; the Fund and the Trust acknowledge and agree that as
between the Manager and/or its affiliates and the Fund or the Trust, the Manager
and/or its affiliates have the exclusive right so to use, or authorize others to
use, such names, and the Fund and the Trust agree to take such action as may
reasonably be requested by the Manager, on behalf of itself and/or its
affiliates, to give full effect to the provisions of this section (including,
without limitation, consenting to such use of such names). Without limiting the
generality of the foregoing, the Fund and the Trust agree that, upon (i) any
violation of the provisions of this Agreement by the Fund or the Trust or (ii)
any termination of this Agreement, by either party or otherwise, the Fund and
the Trust will, at the request of the Manager, on behalf of itself and/or its
affiliates, made within six months after such violation or termination, use its
best efforts to change the name of the Fund and the Trust
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so as to eliminate all reference, if any, to such names and will not thereafter
transact any business in a name containing such names in any form or combination
whatsoever, or designate itself as the same entity as or successor to an entity
of such names, or otherwise use such names or any other reference to the Manager
and/or its affiliates, except as may be required by law. Such covenants on the
part of the Fund and the Trust shall be binding upon it, its Trustees, officers,
shareholders, creditors and all other persons claiming under or through it.
The provisions of this section shall survive termination of this Agreement.
Notices. Any notice or other communication required to be given pursuant to
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this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, if to the Fund: 000 X. Xxxx Xxx., Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000; or if to the Manager: 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxxxx 00000; or to either party at such other address as such party shall
designate to the other by a notice given in accordance with the provisions of
this section.
Miscellaneous.
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Except as otherwise expressly provided herein or authorized by the
Board of Trustees of the Trust from time to time, the Manager for all
purposes herein shall be deemed to be an independent contractor and shall
have no authority to act for or represent the Fund in any way or otherwise
be deemed an agent of the Fund.
The Trust shall furnish or otherwise make available to the Manager
such information relating to the business affairs of the Fund as the
Manager at any time or form time to time reasonably requests in order to
discharge its obligations hereunder.
This Agreement shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts and shall inure to the
benefit of the parties hereto and their respective successors.
If any provision of this Agreement shall be held or made invalid or by
any court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
Declaration of Trust and Limitation of Liability. A copy of the Declaration
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of Trust of the Trust is on file with the Secretary of State of The Commonwealth
of
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Massachusetts, and notice is hereby given that this Agreement is executed by an
officer of the Trust on behalf of the Trustees of the Trust, as trustees and not
individually, on further behalf of the Fund, and that the obligations of this
Agreement shall be binding upon the assets and properties of any other series of
the Trust or upon any of the Trustees, officers, employees, agents or
shareholders of the Fund or the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first above-written.
SIERRA VARIABLE TRUST, on behalf of its
series SHORT TERM HIGH QUALITY BOND
FUND,
GROWTH FUND,
EMERGING GROWTH FUND and
INTERNATIONAL GROWTH FUND
By:
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Name:
Title:
Attest:
By:
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Name:
Title:
COMPOSITE RESEARCH &
MANAGEMENT CO.
By:
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Attest:
By:
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Xxxxxx X. Xxxxxxx
Secretary
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SCHEDULE A
Composite Research & Management Co.
Advisory Fees
The fees to be charged to Sierra Variable Trust Funds for advisory services
(including any sub-advisory fees) are as follows:
Up to Over
$500m $500m
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Short Term High Quality Bond Fund 0.500% 0.400%
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