Exhibit (d)(2)
▇▇▇▇▇ ▇▇▇▇▇ VARIABLE TRUST
INVESTMENT ADVISORY AGREEMENT
ON BEHALF OF ▇▇▇▇▇ ▇▇▇▇▇ VT INFORMATION AGE FUND
AGREEMENT made this 14th day of August, 2000, between ▇▇▇▇▇ ▇▇▇▇▇ Variable
Trust, a Massachusetts business trust (the "Trust"), on behalf of ▇▇▇▇▇ ▇▇▇▇▇ VT
Information Age Fund (the "Fund") and ▇▇▇▇▇ ▇▇▇▇▇ Management, a Massachusetts
business trust and ▇▇▇▇▇ ▇▇▇▇▇▇ Investment Management (Bermuda) Limited
(collectively, the "Advisers").
1. Duties of the Advisers. The Trust hereby employs the Advisers to act as
investment advisers for and to manage the investment and reinvestment of the
assets of the Fund and to administer its affairs, subject to the supervision of
the Trustees of the Trust, for the period and on the terms set forth in this
Agreement. ▇▇▇▇▇ ▇▇▇▇▇ Management shall serve as adviser for United States
investments (and cash located in the United States and ▇▇▇▇▇ ▇▇▇▇▇▇ Investment
Management (Bermuda) Limited shall serve as adviser for non-United States
investments (and cash located outside the United States).
The Advisers hereby accept such employment, and undertake to afford to the
Trust the advice and assistance of the Advisers' organizations in the choice of
investments and in the purchase and sale of securities for the Fund and to
furnish for the use of the Fund office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund
and for administering its affairs and to pay the salaries and fees of all
officers and Trustees of the Trust who are members of the Advisers' organization
and all personnel of the Advisers performing services relating to research and
investment activities. The Advisers shall for all purposes herein be deemed to
be independent contractors and shall, except as 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.
The Advisers shall provide the Trust with such investment management and
supervision as the Trust may from time to time consider necessary for the proper
supervision of the Fund. As investment advisers to the Trust, the Advisers shall
furnish continuously an investment program and shall determine from time to time
what securities and other investments shall be acquired, disposed of or
exchanged and what portion of the Fund's assets shall be held uninvested,
subject always to the applicable restrictions of the Declaration of Trust,
By-Laws and registration statement of the Trust under the Investment Company Act
of 1940, all as from time to time amended. The Advisers are authorized, in their
discretion and without prior consultation with the Trust, to buy, sell, and
otherwise trade in any and all types of securities, commodities and investment
instruments on behalf of the Fund. Should the Trustees of the Trust at any time,
however, make any specific determination as to investment policy for the Fund
and notify the Advisers thereof in writing, the Advisers shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Advisers shall
take, on behalf of the Trust, all actions which they deems necessary or
desirable to implement the investment policies of the Trust and of the Fund.
The Advisers shall place all orders for the purchase or sale of portfolio
securities for the account of the Fund either directly with the issuer or with
brokers or dealers selected by an Adviser, and to that end each Adviser is
authorized as the agent of the Fund to give instructions to the custodian of the
Fund as to deliveries of securities and payments of cash for the account of the
Fund. In connection with the selection of such brokers or dealers and the
placing of such orders, each Adviser shall use its best efforts to seek to
execute security transactions at prices which are advantageous to the Fund and
(when a disclosed commission is being charged) at reasonably competitive
commission rates. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Advisers and each Adviser is
expressly authorized to pay any broker or dealer who provides such brokerage and
research services a commission for executing a security transaction which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if an Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the overall responsibilities which an Adviser and
its affiliates have with respect to accounts over which they exercise investment
discretion. Subject to the requirement set forth in the second sentence of this
paragraph, an Adviser is authorized to consider, as a factor in the selection of
any broker or dealer with whom purchase or sale orders may be placed, the fact
that such broker or dealer has sold or is selling shares of the Fund, or any
other series of the Trust, or of any one or more investment companies sponsored
by the Advisers or their affiliates.
▇▇▇▇▇ ▇▇▇▇▇ Management, in its capacity as Administrator of the Trust,
shall be responsible for providing certain administrative services to the Trust
under the Trust's separate Administration Agreement with the Administrator. 2.
Compensation of the Advisers. For the services, payments and facilities to be
furnished hereunder by the Advisers, the Advisers shall be entitled to receive
from the Trust a monthly advisory fee, to be divided equally between the
Advisers, computed by applying the annual asset rate applicable to that portion
of the total daily net assets of the Fund throughout the month in each Category
as indicated below:
Category Daily Net Assets Annual Asset Rate
-------- ---------------- -----------------
1 Up to $500 million 0.75%
2 $500 million but less than $1 billion 0.70%
3 $1 billion but less than $1.5 billion 0.65%
4 $1.5 billion but less than $2 billion 0.60%
5 $2 billion but less than $3 billion 0.55%
6 $3 billion and over 0.50%
Such compensation shall be paid monthly in arrears on the last business day
of each month. The Fund's net asset value shall be computed in accordance with
the Declaration of Trust of the Trust and any applicable votes and
determinations of the Trustees of the Trust. In case of initiation or
termination of the Agreement during any month with respect to the Fund, the fee
for that month shall be based on the number of calendar days during which it is
in effect.
An Adviser may, from time to time, waive all or a part of the above
compensation.
3. Allocation of Charges and Expenses. It is understood that the Fund will
pay all expenses other than those expressly stated to be payable by the Advisers
hereunder, which expenses payable by the Fund shall include, without implied
limitation, (i) expenses of organizing and maintaining the Fund and continuing
its existence, (ii) registration of the Trust under the Investment Company Act
of 1940, (iii) commissions, spreads, fees and other expenses connected with the
acquisition, holding and disposition of securities and other investments, (iv)
auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of issue, sale and redemption of shares,
(viii) expenses of registering and qualifying the Fund and its shares under
federal and state securities laws and of preparing and printing registration
statements or other offering statements or memoranda for such purposes and for
distributing the same to shareholders and investors, and fees and expenses of
registering and maintaining registrations of the Fund and of the Fund's
principal underwriter, if any, as broker-dealer or agent under state securities
laws, (ix) expenses of reports and notices to shareholders and of meetings of
shareholders and proxy solicitations therefor, (x) expenses of reports to
governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Fund (including without
limitation safekeeping of funds, securities and other investments, keeping of
books, accounts and records, and determination of net asset values), (xiv) fees,
expenses and disbursements of transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars for all services to the Fund, (xv)
expenses for servicing shareholder accounts, (xvi) any direct charges to
shareholders approved by the Trustees of the Trust, (xvii) compensation and
expenses of Trustees of the Trust who are not members of on of the Advisers'
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organizations, (xviii) all payments to be made and expenses to be assumed by the
Fund pursuant to any one or more distribution plans adopted by the Trust on
behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of
1940,or any shareholder service plan and (xix) such non-recurring items as may
arise, including expenses incurred in connection with litigation, proceedings
and claims and the obligation of the Trust to indemnify its Trustees, officers
and shareholders with respect thereto.
4. Other Interests. It is understood that Trustees and officers of the
Trust and shareholders of the Fund are or may be or become interested in an
Adviser as trustees, officers, employees, shareholders or otherwise and that
trustees, officers, employees and shareholders of an Adviser are or may be or
become similarly interested in the Fund, and that an Adviser may be or become
interested in the Fund as a shareholder or otherwise. It is also understood that
trustees, officers, employees and shareholders of an Adviser may be or become
interested (as directors, trustees, officers, employees, shareholders or
otherwise) in other companies or entities (including, without limitation, other
investment companies) which the Adviser may organize, sponsor or acquire, or
with which it may merge or consolidate, and which may include the words "▇▇▇▇▇
▇▇▇▇▇" or any combination thereof as part of their name, and that an Adviser or
its subsidiaries or affiliates may enter into advisory or management agreements
or other contracts or relationships with such other companies or entities.
5. Limitation of Liability of the Advisers. The services of the Advisers to
the Trust are not to be deemed to be exclusive, the Advisers being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of an Adviser, the
Advisers shall not be subject to liability to the Trust or to any shareholder of
the Fund for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses which may be sustained in the acquisition,
holding or disposition of any security or other investment. The Fund expressly
acknowledges the provision in the Declaration of Trust of ▇▇▇▇▇ ▇▇▇▇▇ Management
limiting the personal liability of shareholders of ▇▇▇▇▇ ▇▇▇▇▇ Management, and
the Fund hereby agrees that it shall have recourse to ▇▇▇▇▇ ▇▇▇▇▇ Management for
payment of claims or obligations as between the Trust or the Fund and ▇▇▇▇▇
▇▇▇▇▇ Management arising out of this Agreement and shall not seek satisfaction
from the shareholders or any shareholder of ▇▇▇▇▇ ▇▇▇▇▇ Management.
6. Sub-Investment Advisers. The Advisers may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Advisers, including the selection of brokers or dealers or other
persons to execute the Fund's portfolio security transactions, and upon such
terms and conditions as may be agreed upon between the Advisers and such
sub-investment adviser and approved by the Trustees of the Trust, all as
permitted by the Investment Company Act of 1940.
7. Duration and Termination of this Agreement. This Agreement shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect through and including March 31,
2002 and shall continue in full force and effect indefinitely thereafter, but
only so long as such continuance after March 31, 2002 is specifically approved
at least annually (i) by the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund and (ii) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Advisers or the Trust cast in person at a meeting called for the purpose of
voting on such approval.
Any party hereto may, at any time on sixty (60) days' prior written notice
to the other, terminate this Agreement without the payment of any penalty, by
action of Trustees of the Trust or the trustees of the Advisers, as the case may
be, and the Trust may, at any time upon such written notice to an Adviser,
terminate this Agreement by vote of a majority of the outstanding voting
securities of the Fund. This Agreement shall terminate automatically in the
event of its assignment.
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8. Amendments of the Agreement. This Agreement may be amended by a writing
signed by both parties hereto, provided that no amendment to this Agreement
shall be effective until approved (i) by the vote of a majority of those
Trustees of the Trust who are not interested persons of the Advisers or the
Trust cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the outstanding voting securities of
the Fund.
9. Limitation of Liability. The Advisers expressly acknowledge the
provision in the Declaration of Trust of the Trust limiting the personal
liability of shareholders of the Fund, and the Advisers hereby agree that they
shall have recourse to the Trust or the Fund for payment of claims or
obligations as between the Trust or the Fund and the Advisers arising out of
this Agreement and shall not seek satisfaction from the shareholders or any
shareholder of the Fund.
10. Use of the Name "▇▇▇▇▇ ▇▇▇▇▇". ▇▇▇▇▇ ▇▇▇▇▇ Management hereby consents
to the use by the Fund of the name "▇▇▇▇▇ ▇▇▇▇▇" as part of the Fund's name;
provided, however, that such consent shall be conditioned upon the employment of
the Advisers or one of their affiliates as the investment adviser of the Fund.
The name "▇▇▇▇▇ ▇▇▇▇▇" or any variation thereof may be used from time to time in
other connections and for other purposes by the Advisers and their affiliates
and other investment companies that have obtained consent to the use of the name
"▇▇▇▇▇ ▇▇▇▇▇". The Advisers shall have the right to require the Fund to cease
using the name "▇▇▇▇▇ ▇▇▇▇▇" as part of the Fund's name if the Fund ceases, for
any reason, to employ the Advisers or one of their affiliates as the Fund's
investment adviser. Future names adopted by the Fund for itself, insofar as such
names include identifying words requiring the consent of the Advisers, shall be
the property of the Advisers and shall be subject to the same terms and
conditions.
11. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote, at a meeting of
shareholders, of the lesser of (a) 67 per centum or more of the shares of the
Fund present or represented by proxy at the meeting if the holders of more than
50 per centum of the shares of the Fund are present or represented by proxy at
the meeting, or (b) more than 50 per centum of the shares of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
▇▇▇▇▇ ▇▇▇▇▇ VARIABLE TRUST
(on behalf of ▇▇▇▇▇ ▇▇▇▇▇ VT Information Age Fund)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT (BERMUDA) LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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