XXXXXXX XXXXX VARIABLE INSURANCE TRUST
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxxxxxx Sachs Asset Management Xxxxxxx Xxxxx Asset Management
Xxx Xxx Xxxx Xxxxx Xxxxxxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 000 Xxxxxxxxxxxx Xx.
Xxxxxx, Xxxxxxx
MANAGEMENT AGREEMENT
Dear Sirs:
Xxxxxxx Sachs Variable Insurance Trust (the "Registrant") is organized as a
business trust under the laws of the State of Delaware to engage in the business
of an investment company. The shares of the Registrant ("Shares") may be divided
into multiple series ("Series"), including the Series listed on Annex A
(including any Series added to Annex A in the future, each a "Fund"). Each
Series will represent the interests in a separate portfolio of securities and
other assets. Each Series may be terminated, and additional Series established,
from time to time by action of the Trustees. The Registrant on behalf of each
Fund has selected you to act as an investment adviser and administrator of each
Fund as designated on Annex A and to provide certain services, as more fully set
forth below, and you are willing to act as such investment adviser and
administrator and to perform such services under the terms and conditions
hereinafter set forth. Accordingly, the Registrant agrees with you as follows:
1. Name of Registrant. The Registrant may use any name including or derived from
the name "Xxxxxxx Xxxxx" in connection with a Fund only for so long as this
Agreement or any extension, renewal or amendment hereof remains in effect,
including any similar agreement with any organization which shall have succeeded
to your business as investment adviser or administrator. Upon the termination of
this Agreement, the Registrant (to the extent that it lawfully can) will cause
the Funds to cease to use such a name or any other name indicating that it is
advised by or otherwise connected with you or any organization which shall have
so succeeded to your business.
2. Affiliated Advisers and Sub-Advisers. At your discretion, you may provide
advisory and administration services through your own employees or the employees
of one or more affiliated companies that are qualified to act as investment
adviser, or administrator to the Registrant under applicable law and are under
the common control of Xxxxxxx Sachs & Co. provided that (i) all persons, when
providing services hereunder, are functioning as part of an organized group of
persons; and (ii) that such organized group of persons is managed at all times
by your authorized officers. You may also engage one or more investment advisers
which are either registered as such or specifically exempt from registration
under the Investment Advisers Act of 1940, as amended, to act as sub-advisers to
provide with respect to any Fund certain services set forth in Paragraphs 3 and
6 hereof, all as shall be set forth in a written contract to which the
Registrant, on behalf of the particular Fund, and you shall be parties, which
contract shall be subject to approval by the vote of a majority of the Trustees
who are not interested persons of you, the sub-adviser, or of the Registrant,
cast in person at a meeting called for the purpose of voting on such approval
and by the vote of a majority of the outstanding voting securities of the Fund
and otherwise consistent with the terms of the Investment Company Act of 1940,
as amended (the "1940 Act").
3. Management Services.
(a) You will regularly provide each Fund with investment
research, advice and supervision and will furnish continuously an
investment program for each Fund consistent with the investment
objectives and policies of the Fund. You will determine from time to
time what securities shall be purchased for a Fund, what securities
shall be held or sold by a Fund, and what portion of a Fund's assets
shall be held uninvested as cash, subject always to the provisions of
the Registrant's Declaration of Trust and By-Laws and of the 1940 Act,
and to the investment objectives, policies and restrictions of the
Fund, as each of the same shall be from time to time in effect, and
subject, further, to such policies and instructions as the Trustees of
the Registrant may from time to time establish.
(b) Subject to the general supervision of the Trustees of the
Registrant, you will provide certain administrative services to each
Fund. You will, to the extent such services are not required to be
performed by others pursuant to the custodian agreement (or the
transfer agency agreement to the extent that a person other than you is
serving thereunder as the Registrant's transfer agent), (i) provide
supervision of all aspects of each Fund's operations not referred to in
paragraph (a) above; (ii) provide each Fund with personnel to perform
such executive, administrative and clerical services as are reasonably
necessary to provide effective administration of the Fund; (iii)
arrange for, at the Registrant's expense, (a) the preparation for each
Fund of all required tax returns, (b) the preparation and submission of
reports to existing shareholders and (c) the periodic updating of the
Fund's prospectuses and statements of additional information and the
preparation of reports filed with the Securities and Exchange
Commission and other regulatory authorities; (iv) maintain all of the
Funds' records; and (v) provide the Funds with adequate office space
and all necessary office equipment and services including telephone
service, heat, utilities, stationery supplies and similar items.
(c) You will also provide to the Registrant's Trustees such
periodic and special reports as the Trustees may reasonably request.
You shall for all purposes herein be deemed to be an independent
contractor and shall, except as otherwise expressly provided or
authorized, have no authority to act for or represent the Registrant or
the Funds in any way or otherwise be deemed an agent of the Registrant
or the Funds.
(d) You will maintain all books and records with respect to
the Funds' securities transactions required by sub-paragraphs (b)(5),
(6), (7), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940
Act (other than those records being maintained by the Fund's custodian
or transfer agent) and preserve such records for the periods prescribed
therefor by Rule 31a-2 of the 1940 Act. You will also provide to the
Registrant's Trustees such periodic and special reports as the Board
may reasonably request.
(e) You will notify the Registrant of any change in your
membership within a reasonable time after such change.
(f) Your services hereunder are not deemed exclusive and you
shall be free to render similar services to others.
4. Allocation of Charges and Expenses. You will pay all costs incurred by you in
connection with the performance of your duties under paragraph 3. You will pay
the compensation and expenses of all personnel of yours and will make available,
without expense to the Funds, the services of such of your partners, officers
and employees as may duly be elected officers or Trustees of the Registrant,
subject to their individual consent to serve and to any limitations imposed by
law. You will not be required to pay any expenses of any Fund other than those
specifically allocated to you in this Paragraph 4. In particular, but without
limiting the generality of the foregoing, you will not be required to pay: (i)
organization expenses of the Funds; (ii) fees and expenses incurred by the Funds
in connection with membership in investment company organizations; (iii)
brokers' commissions; (iv) payment for portfolio pricing services to a pricing
agent, if any; (v) legal, auditing or accounting expenses (including an
allocable portion of the cost of your employees rendering legal and accounting
services to the Fund); (vi) taxes or governmental fees; (vii) the fees and
expenses of the transfer agent of the Registrant; (viii) the cost of preparing
stock certificates or any other expenses, including clerical expenses of issue,
redemption or repurchase of Shares of the Fund; (ix) the expenses of and fees
for registering or qualifying Shares for sale and of maintaining the
registration of the Funds and registering the Registrant as a broker or a
dealer; (x) the fees and expenses of Trustees of the Registrant who are not
affiliated with you; (xi) the cost of preparing and distributing reports and
notices to shareholders, the Securities and Exchange Commission and other
regulatory authorities; (xii) the fees or disbursements of custodians of each
Fund's assets, including expenses incurred in the performance of any obligations
enumerated by the Declaration of Trust or By-Laws of the Registrant insofar as
they govern agreements with any such custodian; or (xiii) litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund's business. You shall not be required to pay
expenses of activities which are primarily intended to result in sales of Shares
of the Funds.
5. Compensation of the Manager.
(a) For all services to be rendered and payments made as
provided in Paragraphs 3 and 4 hereof, the Registrant on behalf of each
Fund will pay you each month a fee at an annual rate equal to the
percentage of the average daily net assets of the Fund set forth with
respect to such Fund on Annex A. The "average daily net assets" of a
Fund shall be determined on the basis set forth in the Fund's
prospectus(es) or otherwise consistent with the 1940 Act and the
regulations promulgated thereunder.
(b) In addition to the foregoing, you may from time to time
agree not to impose all or a portion of your fee otherwise payable
hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to pay or reimburse a Fund for all
or a portion of its expenses not otherwise required to be borne or
reimbursed by you. Any such fee reduction or undertaking may be
discontinued or modified by you at any time.
6. Avoidance of Inconsistent Position. In connection with purchases or sales of
portfolio securities for the account of the Funds, neither you nor any of your
partners, officers or employees will act as a principal, except as otherwise
permitted by the 1940 Act. You or your agent shall arrange for the placing of
all orders for the purchase and sale of portfolio securities for each Fund's
account with brokers or dealers (including Xxxxxxx, Xxxxx & Co.) selected by
you. In the selection of such brokers or dealers (including Xxxxxxx, Sachs &
Co.) and the placing of such orders, you are directed at all times to seek for
the Funds the most favorable execution and net price available. It is also
understood that it is desirable for the Funds that you have access to
supplemental investment and market research and security and economic analyses
provided by brokers who may execute brokerage transactions at a higher cost to a
Fund than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, you are
authorized to place orders for the purchase and sale of securities for the Funds
with such brokers, subject to review by the Registrant's Trustees from time to
time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to you in
connection with your services to other clients. If any occasion should arise in
which you give any advice to your clients concerning the Shares of the Funds,
you will act solely as investment counsel for such clients and not in any way on
behalf of any Fund. You may, on occasions when you deem the purchase or sale of
a security to be in the best interests of a Fund as well as your other customers
(including any other Series or any other investment company or advisory account
for which you or any of your affiliates acts as an investment adviser),
aggregate, to the extent permitted by applicable laws and regulations, the
securities to be sold or purchased in order to obtain the best net price and the
most favorable execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be
made by you in the manner you consider to be the most equitable and consistent
with your fiduciary obligations to the Fund and to such other customers. In
addition, you are authorized to take into account the sale of Shares of the
Registrant in allocating purchase and sale orders for portfolio securities to
brokers or dealers (including brokers and dealers that are affiliated with you),
provided that you believe that the quality of the transaction and the commission
is comparable to what they would be with other qualified firms.
7. Limitation of Liability of Manager and Fund. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Registrant
or the Funds shall be deemed, when acting within the scope of his employment by
the Funds, to be acting in such employment solely for the Funds and not as your
employee or agent. A Fund shall not be liable for any claims against any other
Fund or Series of the Registrant.
8. Duration and Termination of this Agreement. This Agreement shall remain in
force as to each Fund until June 30, 1999 and shall continue for periods of one
year thereafter, but only so long as such continuance is specifically approved
at least annually (a) by the vote of a majority of the Trustees who are not
interested persons (as defined in the 0000 Xxx) of the Registrant and have no
financial interest in this Agreement, cast in person at a meeting called for the
purpose of voting on such approval and (b) by a vote of a majority of the
Trustees of the Registrant or of a majority of the outstanding voting securities
of such Fund. The aforesaid requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder. This
Agreement may, on 60 days written notice to the other party, be terminated in
its entirety or as to a particular Fund at any time without the payment of any
penalty, by the Trustees of the Registrant, by vote of a majority of the
outstanding voting securities of a Fund, or by you. This Agreement shall
automatically terminate in the event of its assignment. In interpreting the
provisions of this Agreement, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "interested person," "assignment" and
"majority of the outstanding voting securities"), as from time to time amended,
shall be applied, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order.
9. Amendment of this Agreement. No provisions 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. No amendment of this Agreement shall be effective as
to a Fund until approved by vote of the holders of a majority of the outstanding
voting securities of such Fund and by a majority of the Trustees of the
Registrant, including a majority of the Trustees who are not interested persons
(as defined in the 0000 Xxx) of the Registrant and have no financial interest in
this Agreement, cast in person at a meeting called for the purpose of voting on
such amendment. Notwithstanding the foregoing, this Agreement may be amended at
any time to add to a new Fund to Annex A, or for any other reason permitted by
the 1940 Act and the regulations and interpretations thereunder, provided such
amendment is approved by a majority of the Trustees of the Registrant, including
a majority of the Trustees who are not interested persons (as defined in the
0000 Xxx) of the Registrant and have no financial interest in this Agreement.
This Paragraph does not apply to any agreement described in Paragraph 5(b)
hereof, which shall be effective during the period you specify in a prospectus,
sticker, or other document made available to current or prospective
shareholders.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
11. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
The name Xxxxxxx Xxxxx Variable Insurance Trust is the designation of
the Trustees for the time being under an Agreement and Declaration of Trust
dated September 16, 1997 as amended from time to time, and all persons dealing
with the Trust or a Fund must look solely to the property of the Trust or such
Fund for the enforcement of any claims as none of Trustees, officers, agents or
shareholders assume any personal liability for obligations entered into on
behalf of the Trust. No Fund shall be liable for any claims against any other
Series.
If you are in agreement with the foregoing, please sign the form of
acceptance on the Registrant counterpart of this letter and return such
counterpart to the Registrant, whereupon this letter shall become a binding
contract.
Yours very truly,
XXXXXXX SACHS VARIABLE INSURANCE TRUST
Attest: By:
Secretary of the Registrant President of the Registrant
The foregoing Agreement is hereby accepted as of the date thereof.
XXXXXXX XXXXX ASSET MANAGEMENT,
a division of Xxxxxxx, Sachs & Co.
Attest: By:
Counsel to the Funds Group Managing Director
XXXXXXX XXXXX ASSET MANAGEMENT INTERNATIONAL,
an affiliate of Xxxxxxx, Sachs & Co.
Attest: By:
Counsel to the Funds Group Managing Director
Annex A
February 3, 2000
The division of investment adviser and administrator services and the
compensation for such services shall be as follows:
Xxxxxxx Xxxxx Asset Management Annual Rate (%)
Xxxxxxx Sachs High Yield Fund 0.70
Xxxxxxx Xxxxx Growth and Income Fund 0.75
Xxxxxxx Sachs CORE Large Cap Growth Fund 0.70
Xxxxxxx Xxxxx Mid Cap Value Fund 0.80
Xxxxxxx Sachs CORE Small Cap Equity Fund 0.75
Xxxxxxx Xxxxx CORE U.S. Equity Fund 0.70
Xxxxxxx Sachs Capital Growth Fund 0.75
Xxxxxxx Xxxxx CORE Large Cap Value Fund 0.70
Xxxxxxx Sachs CORE International Equity Fund 0.85
Xxxxxxx Xxxxx Short Duration Government Fund 0.55
Xxxxxxx Sachs Internet Tollkeeper Fund 1.00
Xxxxxxx Xxxxx Asset Management International
Xxxxxxx Sachs Global Income Fund 0.90
Xxxxxxx Xxxxx International Equity Fund 1.00
