EXHIBIT 5
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT, dated and effective as of the day of , 1997, is made
and entered into by and between ATLAS INSURANCE TRUST, a Delaware business
trust (hereinafter called the "Trust"), on behalf of each series of the Trust
listed in Appendix A hereto, as amended from time to time (hereinafter
referred to individually as a "Series" and collectively as the "Series") and
ATLAS ADVISERS, INC., a California corporation (hereinafter called the
"Adviser").
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, the Adviser is engaged principally in the business of rendering
investment management services and is so registered under the Investment
Advisers Act of 1940; and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory and management services as described hereunder with respect to the
Series and the Adviser is willing so to do.
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. Appointment. The Trust hereby appoints the Adviser to act as adviser and
investment manager to each Series listed in Appendix A on the terms herein set
forth, as may be amended in writing from time to time by the parties hereto.
The Adviser accepts such appointment and agrees to render the services herein
set forth, for the compensation provided in Appendix A.
The Adviser shall, for all purposes herein, be deemed an independent
contractor and not an agent of the Trust.
2. Investment Management Service.
(a) Subject to the supervision of the Trust's Board of Trustees ("Board"),
the Adviser agrees to provide supervision of the portfolio investments of each
Series and to determine what securities or other property shall be purchased
or sold by each Series, giving due consideration to the policies of each
Series as expressed in the Trust's Agreement and Declaration of Trust, By-
laws, Form N-1A Registration Statement ("Registration Statement") under the
1940 Act and under the Securities Act of 1933, as amended (the "1933 Act"),
and prospectus as in use from time to time, as well as to the factors
affecting the status of each Series as a "regulated investment company" under
the Internal Revenue Code of
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1986, as amended. In its duties hereunder, the Adviser shall further be bound
by any and all determinations by the Board relating to investment policy,
which determinations shall in writing be communicated to the Adviser.
(b) (i) The Adviser shall provide adequate facilities and qualified
personnel for the placement of, and shall place orders for the purchase, or
other acquisition, and sale, or other disposition, of portfolio securities for
each Series. With respect to such transactions, the Adviser, subject to such
direction as may be furnished from time to time by the Board of Trustees of
the Trust, shall endeavor as the primary objective to obtain the most
favorable prices and executions of orders. Subject to such primary objective,
the Adviser may place orders with brokerage firms which have sold shares of
any Series or which furnish statistical and other information to the Adviser,
taking into account the value and quality of the brokerage services of such
brokerage firms, including the availability and quality of such statistical
and other information. Receipt by the Adviser of any such statistical and
other information and services shall not be deemed to give rise to any
requirement for abatement of the advisory fee payable to the Adviser pursuant
to Section 4 hereof.
(ii) On occasions when the Adviser deems the purchase or sale of a security
to be in the best interests of a Series as well as other clients of the
Adviser, the Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be so sold or purchased when the
Adviser believes that to do so will be in the best interests of the Series. In
such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in the
manner the Adviser considers to be the most equitable and consistent with its
fiduciary obligations to the Series and to such other clients.
(c) The Adviser will oversee the maintenance of all books and records with
respect to the securities transactions of the Series, and will furnish the
Board with such periodic and special reports as the Board reasonably may
request. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Adviser hereby agrees that all records which it maintains for the Trust
are the property of the Trust, agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust
and which are required to be maintained by Rule 31a-1 under the 1940 Act, and
further agrees to surrender promptly to the Trust any records which it
maintains for the Trust upon request by the Trust.
(d) The Adviser will oversee the computation of the net asset value and the
net income of each Series as described in the currently effective Registration
Statement or as more frequently requested by the Board.
3. Administrative Duties of the Adviser. The Adviser will administer the
affairs of each Series subject to the supervision of the Board and the
following understandings:
(a) The Adviser will provide or will supervise the provision of all aspects
of the operations of each Series, including transfer agency,
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custodial, pricing and accounting services, except as hereinafter set forth;
provided, however, that nothing herein contained shall be deemed to relieve or
deprive the Board of its responsibility for control of the conduct of the
affairs of the Series.
(b) The Adviser will provide the Trust and the Series with such corporate,
administrative and clerical personnel (including offices of the Trust) and
services as are reasonably deemed necessary or advisable by the Board.
(c) The Adviser will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of each Series' prospectus,
statement of additional information, proxy material, tax returns and required
reports with or to the Series' shareholders, the Securities and Exchange
Commission and other appropriate federal or state regulatory authorities.
(d) The Adviser will provide the Trust and the Series with, or obtain for
them, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and similar
items.
The Trust will reimburse the Adviser for the expenses it incurs in providing
the administrative services provided by the Adviser at the end of each
calendar quarter upon presentation to the Trust of an itemized schedule of
such expenses.
4. Further Duties. In all matters relating to the performance of this
Contract, the Adviser will act in conformity with the Agreement and
Declaration of Trust, By-Laws and Registration Statement of the Trust and with
the instructions and directions of the Board and will comply with the
requirements of the 1940 Act, and rules thereunder, and all other applicable
federal and state laws and regulations.
5. Delegation of the Adviser's Duties as Investment Manager and
Administrator. With respect to one or more of the Series, the Adviser may
enter into on or more agreements ("Sub-Advisory or Sub-Administration
Contract") with a sub-adviser or sub-administrator in which the Adviser
delegates to such sub-adviser or sub-administrator the performance of any or
all of the services specified in Section 2 and 3 of this Agreement, provided
that; (i) each Sub-Advisory and Sub-Administration Contract imposes on the
sub-adviser or sub-administrator bound thereby all the duties and conditions
to which the Adviser is subject with respect to the delegated services under
Sections 2, 3 and 4 of this Agreement; (ii) each Sub-Advisory or Sub-
Administration Contract meets all requirements of the 1940 Act and rules
thereunder; and (iii) the Adviser shall not enter into a Sub-Advisory or Sub-
Administration Contract unless it is approved by the Board prior to
implementation.
6. Compensation.
(a) Each Series shall pay to the Adviser on or before the tenth (10th) day
of each month, as compensation for the services rendered by the
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Adviser during the preceding month, an amount to be computed by applying to
the total net asset value of such Series the applicable annual rates set forth
on Appendix A hereto.
(b) The fees on Appendix A shall be computed and accrued daily at one three-
hundred-sixty-fifth (1/365th) of the applicable rates set forth therein. The
net asset value of each Series shall be determined in the manner set forth in
the Agreement and Declaration of Trust, Prospectus and Statement of Additional
Information of the Trust after the close of the New York Stock Exchange on
each day on which said Exchange is open, and in the case of Saturdays,
Sundays, and other days on which said exchange shall not be open, in the
manner further set forth in said Agreement and Declaration of Trust,
Prospectus and Statement of Additional Information. In the event of
termination other than at the end of a calendar month, the monthly fee shall
be prorated for the portion of the month prior to termination and paid on or
before the tenth (10th) day subsequent to termination.
7. Expense Reduction. From time to time, the Advisor may voluntarily
undertake to reduce the fee payable to it under the Agreement and/or to absorb
other operating expenses of the Trust. Such undertaking shall be described in
the current prospectus(es) of the Trust. The payment or assumption by the
Adviser of any expense of the Trust or any Series that the Adviser is not
required by this Agreement to pay or assume shall not obligate the Adviser to
pay or assume the same or any similar expense of the Trust or any Series on
any subsequent occasion.
8. Services Not Exclusive. Nothing contained in this Agreement shall be
construed to prohibit the Adviser from performing investment advisory,
management, or distribution services for other investment companies and other
persons or companies, or to prohibit affiliates of the Adviser from engaging
in such businesses or in other related or unrelated businesses.
9. Indemnification. The Trust agrees (i) not to hold the Adviser or any of
its officers or employees liable for, and (ii) to indemnify or insure the
Adviser and its officers and employees ("Indemnified Parties") against, any
costs and liabilities the Indemnified Parties may incur as a result of any
claim against the Indemnified Parties in the good faith exercise of their
powers hereunder (excepting matters as to which the Indemnified Parties shall
be finally adjudged to have been guilty of willful misconduct, bad faith, or
gross negligence in the performance of their duties, or by reason of their
reckless disregard of their obligations and duties under this agreement, or in
violation of applicable law) or arising out of an act or omission of any
service provider selected by the Adviser in a commercially reasonable manner.
10. Duration. This Agreement shall become effective with respect to any
Series, on the date hereof or the date of the applicable amendment to Appendix
A to include additional Series. Unless terminated as herein provided, this
Agreement shall remain in full force and effect for two (2)
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years from the date hereof with respect to the initial series and, with
respect to each additional Series, until the day and month following the first
anniversary of the date on which such Series becomes a Series hereunder, and
shall continue in full force and effect for periods of one year thereafter
with respect to each Series so long as such continuance with respect to any
such Series is approved at least annually (i) by either the Trustees of the
Company or by a vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of such Series, and (ii) in either event by the
vote of a majority of the Trustees of the Trust who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
Any approval of this Agreement by a majority (as defined in the 0000 Xxx) of
the outstanding voting securities of any Series shall be effective to continue
this Agreement with respect to any such Series notwithstanding (i) that this
Agreement has not been approved by the holders of a majority (as defined in
the 0000 Xxx) of the outstanding voting securities of any other Series
affected thereby, and (ii) that this Agreement has not been approved by the
vote of a majority (as defined in the 0000 Xxx) of the outstanding voting
securities of the Trust, unless such approval shall be required by any
applicable law or otherwise.
11. Termination. This Agreement may be terminated with respect to any Series
at any time, without payment of any penalty, by the Board of Trustees of the
Trust or by the vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of the Trust, on sixty (60) days' written notice
to the Adviser, or by the Adviser on like notice to the Trust. This Agreement
shall automatically and immediately terminate in the event of its assignment.
12. Amendments. 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 amendment of this Agreement shall be effective
with respect to a series until approved by a vote of a majority of the
outstanding voting securities of such series, if such approval is required by
applicable law.
13. Miscellaneous.
(a) This Agreement supersedes any prior agreement relating to the subject
matter hereof between the parties.
(b) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
(c) This Agreement shall be construed in accordance with the laws of the
State of California and the 1940 Act. To the extent that the applicable laws
of the State of California conflict with the applicable provisions of the 1940
Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the date first above written.
Atlas Insurance Trust Atlas Advisers, Inc.
By___________________________________ By___________________________________
Xxxxx X. XxXxxxx Xxxxx X. XxXxxxx
Chief Operating Officer and Chief Operating Officer and
Group Senior Vice President Group Senior Vice President
Attest: Attest:
_____________________________________ _____________________________________
Xxxxxx X. Xxxx Xxxxxx X. Xxxx
Secretary Secretary
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APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
DATED XXXXXXXX XX, 1997
The provisions of the Investment Management Agreement among ATLAS ADVISERS,
INC. and ATLAS INSURANCE TRUST (the "Trust") apply to the following series of
the Trust with the following applicable fee:
FUND ANNUAL RATE
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1. Atlas Balanced Growth Portfolio.................................. .25%
The management fee is computed on the aggregate net assets of the Portfolio
as of the close of business each day and is payable monthly.
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