EXHIBIT (D)(1)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 14th day of November, 2006, by and between STI Classic
Variable Trust, a Massachusetts business trust (the "Trust"), and Trusco Capital
Management, Inc., (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended, consisting of
multiple series of shares, each having its own investment policies;
WHEREAS, the Trust and the Adviser have previously entered into two separate
investment advisory agreements dated August 18, 1995 and December 30, 1999, and
intend to replace and consolidate those agreements with and into this amended
and restated Agreement;
WHEREAS, the Trust has retained an administrator to provide administration of
the Trust's operations (the "Administrator"), subject to the control of the
Board of Trustees (the "Board"); and
WHEREAS, the Trust desires to continue to retain the Adviser to render
investment management services with respect to each series of shares listed on
Schedule A attached hereto, as may be amended from time to time (each a "Fund"),
and the Adviser is willing to render such services;
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, and to continuously review,
supervise, and administer the investment program of the Funds, to determine
in its discretion the securities to be purchased or sold, to provide the
Administrator and the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render regular
reports to the Administrator and to the Trust's officers and Board
concerning the Adviser's discharge of the foregoing responsibilities.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Board and in compliance with such policies as the Board may
from time to time establish, and in compliance with the objectives,
policies, and limitations for each such Fund set forth in the Trust's
prospectus and statement of additional information as amended from time to
time, and applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel required by it to perform the services on the
terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the brokers
or dealers that will execute the purchases and sales of portfolio
securities for the Funds and is directed to use its best efforts to obtain
the best net results as
described from time to time in the Trust's prospectuses and Statement of
Additional Information. The Adviser will promptly communicate to the
Administrator and to the officers and the Board such information relating
to portfolio transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, by reason of its having directed a securities transaction on
behalf of the Trust to a broker-dealer in compliance with the provisions of
Section 28(e) of the Securities Exchange Act of 1934 or as described from
time to time in the Trust's prospectuses and Statement of Additional
Information.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall
pay to the Adviser compensation at the rate specified in the Schedule(s)
which are attached hereto and made a part of this Agreement. Such
compensation shall be paid to the Adviser at the end of each month, and
calculated by applying a daily rate, based on the annual percentage rates
as specified in the attached Schedule(s), to the assets. The fee shall be
based on the average daily net assets for the month involved.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this Agreement.
4. OTHER EXPENSES. The Adviser shall pay all expenses of printing and
mailing reports, prospectuses, statements of additional information, and
sales literature relating to the solicitation of prospective clients. The
Trust shall pay all expenses relating to mailing to existing shareholders
prospectuses, statements of additional information, proxy solicitation
material and shareholder reports.
5. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which shares of a Fund are
qualified for offer and sale, the Adviser shall bear such excess cost.
However, the Adviser will not bear expenses of any Fund which would result
in the Trust's inability to qualify as a regulated investment company under
provisions of the Internal Revenue Code. Payment of expenses by the Adviser
pursuant to this Section 5 shall be settled on a monthly basis (subject to
fiscal year end reconciliation) by a reduction in the fee payable to the
Adviser for such month pursuant to Section 3 and, if such reduction shall
be insufficient to offset such expenses, by reimbursing the Trust.
6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.
7. STATUS OF ADVISER. The services of the Adviser to the Trust are not to
be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. The Adviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
the Investment Company Act of 1940 which are prepared or maintained by the
Adviser on behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
9. LIMITATION OF LIABILITY OF ADVISER. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Adviser hereunder. The Adviser
shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable state
law or federal securities law which cannot be waived or modified hereby.
(As used in this Paragraph 9, the term "Adviser" shall include directors,
officers, employees and other corporate agents of the Adviser as well as
that corporation itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise; directors,
partners, officers, agents, and shareholders of the Adviser are or may be
interested in the Trust as Trustees, shareholders or otherwise; and the
Adviser (or any successor) is or may be interested in the Trust as a
shareholder or otherwise. In addition, brokerage transactions for the Trust
may be effected through affiliates of the Adviser if approved by the Board,
subject to the rules and regulations of the Securities and Exchange
Commission.
11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in full force and effect for one year from
the date hereof. This Agreement shall remain in full force and effect with
respect to any Fund added subsequent to the date of execution for two
years. Subsequent to such initial periods of effectiveness, this Agreement
share continue in full force and effect for periods of one year so long as
such continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and
(b) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of each Fund; provided, however, that if the
shareholders of any Fund fail to approve the Agreement as provided herein,
the Adviser may continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 and rules and regulations
thereunder. The foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940 and the rules and
regulations thereunder.
This Agreement may be terminated as to any Fund at any time, without the
payment of any penalty by vote of a majority of the Board or by vote of a
majority of the outstanding voting securities of the Fund on not less than
30 days nor more than 60 days written notice to the Adviser, or by the
Adviser at any time without the payment of any penalty, on 90 days written
notice to the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed postpaid, to
the other party at any office of such party. As used in this Section 11,
the terms "assignment", "interested persons", and a "vote of a majority of
the outstanding voting securities" shall have the respective meanings set
forth in the Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the Securities
and Exchange Commission under said Act.
12. CHANGE IN THE ADVISER'S MEMBERSHIP. The Adviser agrees that it shall
notify the Trust of any change in the membership of the Adviser within a
reasonable time after such change.
13. NOTICE. Any notice required or permitted to be given by either party to
the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Trust at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 and if
to the Adviser at 00 Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000.
14. SEVERABILITY. 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.
15. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the Investment Company Act of 1940, as amended (the
"1940 Act").
16. REPRESENTATIONS BY ADVISER. By execution of this Agreement, the Adviser
represents and confirms that it is registered as an investment adviser
under the Investment Advisers Act of 1940.
A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and is not binding upon any of the Trustees, officers, or shareholders
of the Trust individually but binding only upon the assets and property of the
Trust.
No Fund shall be liable for the obligations of any other Fund. Without limiting
the generality of the foregoing, the Adviser shall look only to the assets of
the Funds for payment of fees for services rendered to the Funds.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
STI Classic Variable Trust
BY: /s/ Xxxxxxx Xxxx
---------------------------------
Trusco Capital Management, Inc.
BY: /s/ Xxxx X. Xxxxxxxx
---------------------------------
SCHEDULE A
TO THE
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
BETWEEN
STI CLASSIC VARIABLE TRUST
AND
TRUSCO CAPITAL MANAGEMENT, INC.
Fund Fee
---- ----
Investment Grade Bond Fund 0.50%
Capital Appreciation Fund 0.97%
Large Cap Value Equity Fund 0.80%
Mid Cap Equity Fund 1.00%
International Equity Fund 1.15%
Small Cap Value Equity Fund 1.15%
Large Cap Relative Value Fund 0.85%
November 14, 2006
