EXHIBIT (d)
INVESTMENT ADVISORY AGREEMENTS
INVESTMENT ADVISORY AGREEMENT
Between CONSECO SERIES TRUST
and
CONSECO CAPITAL MANAGEMENT, INC.
It is hereby agreed by and between CONSECO SERIES TRUST (the "Trust") and
CONSECO CAPITAL MANAGEMENT, INC. (the "Adviser") as follows:
The Trust hereby appoints the Adviser to act as the investment adviser to
the Trust in relation to its class of shares entitled the Conseo 20 Focus
Portfolio (the "Portfolio") and to manage the investment and reinvestment of the
assets of the Portfolio and to provide certain administrative services to the
Trust in connection with the Portfolio, subject at all times to the direction
and control of the Trustees of the Trust. The Adviser accepts such appointment
subject to the terms and conditions as hereunder provided.
II
The Adviser agrees to provide continuous professional investment management
of the investments of the Portfolio. The Adviser shall provide the Trust with an
investment program complying with the investment objectives, policies and
restrictions of the Portfolio as more fully set forth in the Registration
Statement of the Trust as filed with the Securities and Exchange Commission and
as further amended from time to time. In carrying out the investment program of
the Portfolio, the Adviser shall:
1. Provide investment advice and, in general, supervise the management
and investment program of the Portfolio;
2. Furnish office space for the Trust;
3. Provide the Trust with such accounting data concerning the investment
activities of the Portfolio as shall be required to prepare and file
all periodic financial reports and returns required to be filed with
the Securities and Exchange Commission and any other regulatory
agency, provided that such data may be provided by the Trust's
custodian bank at the expense of the Trust pursuant to an agreement
between the Trust and said bank;
4. Continuously monitor compliance by the Trust as to the Portfolio in
its investment activities with the requirements of the Investment
Company Act and the rules promulgated thereunder pursuant thereto; and
5. Render to the Trust such periodic and special reports as to the
Portfolio as may be reasonably requested with respect to matters
relating to the duties of the Adviser.
III
To the extent that the Trust or the Adviser is a party to any sub-advisory
agreements with persons other than the Adviser concerning any of the foregoing,
the Adviser shall be responsible for overseeing the performance of each such
sub-adviser.
IV
The Trust will pay an investment advisory fee to the Adviser for
compensation for investment advisory services rendered in connection with the
management of the Portfolio. Such fee shall be equal, on an annual basis, to
0.80% of the average daily value of the net assets of the Portfolio.
The amounts payable to the Adviser shall be determined at of the close of
business each day, and shall, except as set forth below, be based upon the value
of net assets of the Portfolio computed in accordance with the Declaration of
Trust of the Trust; and shall be paid in arrears whenever requested by the
Adviser.
V
It is understood and agreed that the Adviser and/or its affiliated
companies and persons may act and may continue to act as investment adviser to
other clients, accounts, and funds, and that the services to be provided
hereunder are not deemed to be exclusive. In addition, it is understood that the
individuals who participate on behalf of the Adviser in the performance of its
duties under this Agreement will not necessarily devote their full time thereto,
and nothing contained herein shall be deemed to limit or restrict their right to
engage in and devote time and attention to other businesses or to render other
services of whatever kind or nature.
VI
The Adviser agrees that all records which it maintains for the Trust shall
be the property of the Trust and that it will surrender promptly to the
designated officers of the Trust any of such records upon its request. The
Adviser further agrees to preserve for the period prescribed by the rules and
regulations of the Securities and Exchange Commission all such records as are
required to be maintained pursuant to said rules. The Adviser agrees that it
will maintain all records and accounts regarding the investment activities of
the Portfolio in a confidential manner. All such accounts or records shall be
made available within five (5) business days of request to the accountants or
auditors of the Trust during regular business hours at the Adviser's offices
upon reasonable prior written notice. In addition, the Adviser will provide any
materials reasonably related to the investment advisory services provided
hereunder as may be reasonably requested in writing by the designated officers
of the Trust or as may be required by any governmental agency having
jurisdiction.
VII
The Adviser shall give to the Trust the benefit of its best judgment,
efforts and facilities in rendering services hereunder.
The Adviser shall at all times be guided by and be subject to the Trust's
investment policies, the provisions of its Declaration of Trust and By-Laws as
each shall from time to time be amended, and by the decision and determination
of the Trustees.
This Agreement shall be performed in accordance with the requirements of
the Investment Company Act of 1940 (the "1940 Act"), the Investment Advisers Act
of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934, to
the extent that the subject matter of this Agreement is within the purview of
such Acts. Insofar as applicable to the Adviser as an investment adviser and
affiliated person of the Trust, the Adviser shall comply with the provisions of
the 1940 Act, the Investment Advisers Act of 1940, and the respective Rules and
Regulations of the Securities and Exchange Commission thereunder.
In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the Adviser
(and its officers, directors, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the Adviser or
retained by it to perform or assist in the performance of its obligations under
this Agreement) the Adviser shall not be subject to liability to the Trust or to
any Shareholder of the Trust for any act or omission in the course of, or
connect with, rendering services hereunder, including without limitation, any
error of judgment or mistake of law or for any loss suffered by any of them in
connection with the matters to which Agreement relates, except to the extent
specified in Section 36(b) of the 1940 Act concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services.
VIII
The Adviser understands that the obligations of this Agreement are not
binding upon any shareholder of the Trust personally, but bind only the Trust's
property; the Adviser represents that it has notice of the provisions of the
Trust's Declaration of Trust disclaiming shareholder liability for acts or
obligations of the Trust.
IX
This Agreement, unless sooner terminated, shall go into effect on the date
on which it is approved by a vote of the holders of a majority (as defined in
the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Portfolio and shall
continue for two years and thereafter from year to year so long as such
continuance is specifically approved at least annually (a) by the Trustees of
the Trust, and (b) by the vote of a majority of those Trustees of the Trust who
are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇
▇▇▇) of any such party, cast in person at a meeting called for the purpose of
voting on such approval, provided, this Agreement may be terminated by the Trust
at any time, without the payment of any penalty, by vote of a majority of the
Trustees of the Trust, or by a vote of the holders of a majority (as defined in
the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Trust on sixty (60)
days written notice to the Adviser, or by the Adviser at any time, without
payment of any penalty, on sixty (60) days written notice to the Trust. This
Agreement shall terminate automatically upon its assignment (as defined in the
1940 Act).
This Agreement may be amended only in writing by the parties hereto. Any
amendment to this Agreement requires approval, prior to the effectiveness of
such amendment, (a) by vote of a majority of those Trustees of the Trust who are
not parties to this Agreement or interested persons of any such party, case in
person called for the purpose of voting on such amendment, and (b) by vote of
the holders of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting
securities of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their respective officers "hereunto duly authorized.
CONSECO SERIES TRUST
By:
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
CONSECO CAPITAL MANAGEMENT, INC.
By:
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President
December , 1999
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INVESTMENT ADVISORY AGREEMENT
-----------------------------
Between CONSECO SERIES TRUST
and
CONSECO CAPITAL MANAGEMENT, INC.
It is hereby agreed by and between CONSECO SERIES TRUST (the "Trust") and
CONSECO CAPITAL MANAGEMENT, INC. (the "Adviser") as follows:
The Trust hereby appoints the Adviser to act as the investment adviser to
the Trust in relation to its class of shares entitled the High Yield Portfolio
(the "Portfolio") and to manage the investment and reinvestment of the assets of
the Portfolio and to provide certain administrative services to the Trust in
connection with the Portfolio, subject at all times to the direction and control
of the Trustees of the Trust. The Adviser accepts such appointment subject to
the terms and conditions as hereunder provided.
II
The Adviser agrees to provide continuous professional investment management
of the investments of the Portfolio. The Adviser shall provide the Trust with an
investment program complying with the investment objectives, policies and
restrictions of the Portfolio as more fully set forth in the Registration
Statement of the Trust as filed with the Securities and Exchange Commission and
as further amended from time to time. In carrying out the investment program of
the Portfolio, the Adviser shall:
2. Provide investment advice and, in general, supervise the management
and investment program of the Portfolio;
2. Furnish office space for the Trust;
3. Provide the Trust with such accounting data concerning the investment
activities of the Portfolio as shall be required to prepare and file
all periodic financial reports and returns required to be filed with
the Securities and Exchange Commission and any other regulatory
agency, provided that such data may be provided by the Trust's
custodian bank at the expense of the Trust pursuant to an agreement
between the Trust and said bank;
4. Continuously monitor compliance by the Trust as to the Portfolio in
its investment activities with the requirements of the Investment
Company Act and the rules promulgated thereunder pursuant thereto; and
5. Render to the Trust such periodic and special reports as to the
Portfolio as may be reasonably requested with respect to matters
relating to the duties of the Adviser.
III
To the extent that the Trust or the Adviser is a party to any sub-advisory
agreements with persons other than the Adviser concerning any of the foregoing,
the Adviser shall be responsible for overseeing the performance of each such
sub-adviser.
IV
The Trust will pay an investment advisory fee to the Adviser for
compensation for investment advisory services rendered in connection with the
management of the Portfolio. Such fee shall be equal, on an annual basis, to
0.80% of the average daily value of the net assets of the Portfolio.
The amounts payable to the Adviser shall be determined at of the close of
business each day, and shall, except as set forth below, be based upon the value
of net assets of the Portfolio computed in accordance with the Declaration of
Trust of the Trust; and shall be paid in arrears whenever requested by the
Adviser.
V
It is understood and agreed that the Adviser and/or its affiliated
companies and persons may act and may continue to act as investment adviser to
other clients, accounts, and funds, and that the services to be provided
hereunder are not deemed to be exclusive. In addition, it is understood that the
individuals who participate on behalf of the Adviser in the performance of its
duties under this Agreement will not necessarily devote their full time thereto,
and nothing contained herein shall be deemed to limit or restrict their right to
engage in and devote time and attention to other businesses or to render other
services of whatever kind or nature.
VI
The Adviser agrees that all records which it maintains for the Trust shall
be the property of the Trust and that it will surrender promptly to the
designated officers of the Trust any of such records upon its request. The
Adviser further agrees to preserve for the period prescribed by the rules and
regulations of the Securities and Exchange Commission all such records as are
required to be maintained pursuant to said rules. The Adviser agrees that it
will maintain all records and accounts regarding the investment activities of
the Portfolio in a confidential manner. All such accounts or records shall be
made available within five (5) business days of request to the accountants or
auditors of the Trust during regular business hours at the Adviser's offices
upon reasonable prior written notice. In addition, the Adviser will provide any
materials reasonably related to the investment advisory services provided
hereunder as may be reasonably requested in writing by the designated officers
of the Trust or as may be required by any governmental agency having
jurisdiction.
VII
The Adviser shall give to the Trust the benefit of its best judgment,
efforts and facilities in rendering services hereunder.
The Adviser shall at all times be guided by and be subject to the Trust's
investment policies, the provisions of its Declaration of Trust and By-Laws as
each shall from time to time be amended, and by the decision and determination
of the Trustees.
This Agreement shall be performed in accordance with the requirements of
the Investment Company Act of 1940 (the "1940 Act"), the Investment Advisers Act
of 1940, the Securities Act of
1933, and the Securities Exchange Act of 1934, to the extent that the subject
matter of this Agreement is within the purview of such Acts. Insofar as
applicable to the Adviser as an investment adviser and affiliated person of the
Trust, the Adviser shall comply with the provisions of the 1940 Act, the
Investment Advisers Act of 1940, and the respective Rules and Regulations of the
Securities and Exchange Commission thereunder.
In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the Adviser
(and its officers, directors, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the Adviser or
retained by it to perform or assist in the performance of its obligations under
this Agreement) the Adviser shall not be subject to liability to the Trust or to
any Shareholder of the Trust for any act or omission in the course of, or
connect with, rendering services hereunder, including without limitation, any
error of judgment or mistake of law or for any loss suffered by any of them in
connection with the matters to which Agreement relates, except to the extent
specified in Section 36(b) of the 1940 Act concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services.
VIII
The Adviser understands that the obligations of this Agreement are not
binding upon any shareholder of the Trust personally, but bind only the Trust's
property; the Adviser represents that it has notice of the provisions of the
Trust's Declaration of Trust disclaiming shareholder liability for acts or
obligations of the Trust.
IX
This Agreement, unless sooner terminated, shall go into effect on the date
on which it is approved by a vote of the holders of a majority (as defined in
the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Portfolio and shall
continue for two years and thereafter from year to year so long as such
continuance is specifically approved at least annually (a) by the Trustees of
the Trust, and (b) by the vote of a majority of those Trustees of the Trust who
are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇
▇▇▇) of any such party, cast in person at a meeting called for the purpose of
voting on such approval, provided, this Agreement may be terminated by the Trust
at any time, without the payment of any penalty, by vote of a majority of the
Trustees of the Trust, or by a vote of the holders of a majority (as defined in
the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Trust on sixty (60)
days written notice to the Adviser, or by the Adviser at any time, without
payment of any penalty, on sixty (60) days written notice to the Trust. This
Agreement shall terminate automatically upon its assignment (as defined in the
1940 Act).
This Agreement may be amended only in writing by the parties hereto. Any
amendment to this Agreement requires approval, prior to the effectiveness of
such amendment, (a) by vote of a majority of those Trustees of the Trust who are
not parties to this Agreement or interested persons of any such party, case in
person called for the purpose of voting on such amendment, and (b) by vote of
the holders of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting
securities of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their respective officers "hereunto duly authorized.
CONSECO SERIES TRUST
By:
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
CONSECO CAPITAL MANAGEMENT, INC.
By:
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President
December , 1999
--
