Exhibit 5(c)
▇▇▇▇▇▇▇ VARIABLE LIFE INVESTMENT FUND
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 2, 1988
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Investment Advisory Agreement
[Managed Natural Resources Portfolio]
Dear Sirs:
▇▇▇▇▇▇▇ Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. The shares of beneficial interest of the Fund ("Share") are divided
into multiple series including the Managed Natural Resources Portfolio (the
"Portfolio"), as established pursuant to a written instrument executed by the
Trustees of the Fund. Portfolios may be terminated, and additional Portfolios
established, from time to time by action of the Trustees. The Fund on behalf of
the Portfolio has selected you to act as the sole investment adviser for the
Portfolio and to provide certain other services, as more fully set forth below,
and you are willing to act as such investment adviser and to perform such
services under the terms and conditions hereinafter set forth. Accordingly, the
Fund agrees with you as follows:
1. Delivery of Fund Documents. The Fund has furnished you with copies
properly certified or authenticated of each of the following:
(a) Declaration of Trust of the Fund, dated March 15, 1985, as amended
from time to time.
(b) By-laws of the Fund as in effect on the date hereof.
(C) Resolutions of the Trustee of the Fund selecting you as investment
adviser and approving the form of this Agreement.
(d) Written Instruments to Establish and Designate Separate Series of
Shares.
The Fund will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if any.
2. Name of Fund. The Fund may use any name derived from the name "▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ & ▇▇▇▇▇", if it elects to do so, only for so long as this Agreement, any
other Investment Advisory Agreement between you and the Fund, or any extension,
renewal or amendment hereof or thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to your business as
investment adviser.
At such time as such an agreement shall no longer be in effect, the Fund will
(to the extent that it lawfully can) 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.
3. Advisory Services. You will regularly provide the Portfolio with
investment research, advice and supervision and will furnish continuously an
investment program consistent with the investment objectives and policies of the
Portfolio and of the Fund. You will determine what securities shall be purchased
for the Portfolio, what securities shall be held or sold by the Fund, and what
portion of the Portfolio's assets shall be held uninvested, subject always to
the provisions of the Fund's Declaration of Trust and By-Laws and of the
Investment Company Act of 1940, as amended, and to the investment objectives,
policies and restrictions of the Portfolio and 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 may from time to time establish. You shall advise
and assist the officers of the Fund in taking such steps as are necessary or
appropriate to carry out the decisions of the Trustees and the appropriate
committees of the Trustees regarding the conduct of the business of the Fund.
4. Allocation of Charges and Expenses. You will pay the compensation and
expenses of all officers and executive employees of the Fund and will make
available, without expense to the Fund, the services of such of your managing
directors, officers and employees as may duly be elected officers or Trustees of
the Fund, subject to their individual consent to serve and to any limitations
imposed by law. You will pay the Portfolio's office rent and will provide
investment advisory research and statistical facilities and all clerical
services relating to research, statistical and investment work. You will not be
required to pay any expenses of the 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: organization expenses of the
Fund; clerical salaries; fees and expenses incurred by the Fund in connection
with membership in investment company organizations; brokers' commissions;
payment for portfolio pricing services to a pricing agent, if any; legal,
auditing or accounting expenses; taxes or governmental fees; the fees and
expenses of the transfer agent of the Fund; the cost of preparing share
certificates or any other expenses, including clerical expenses of issue,
redemption or repurchase of shares of the Fund; the expenses of and fees for
registering or qualifying securities for sale; the fees and expenses of Trustees
of the Fund who are not affiliated with you; the cost of preparing the
distributing reports and notices to shareholders; public and investor relations
expenses; or the fees or disbursements of custodians of the Fund's assets,
including expenses incurred in the performance of any obligations enumerated by
the Declaration of Trust or By-Laws of the Fund insofar as they govern
agreements with any such custodian. You shall not be required to pay expenses of
any activity which is primarily intended to result in the sale of shares,
including clerical expenses, of offer, sale, underwriting and distribution of
the Fund's shares if and to the extent that such expenses (i) are required to be
borne by a principal underwriter which acts as the distributor of the Fund's
shares pursuant to an underwriting agreement which provides that the underwriter
shall assume some or all of such
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expenses, or (ii) the Fund on behalf of the Portfolio shall have adopted a plan
in conformity with Rule 12b-1 under the Investment Company Act of 1940, as
amended, providing that the Fund (or some other party) shall assume some or all
of such expenses. You shall be required to pay such of the foregoing expenses as
are not required to be paid by the principal underwriter pursuant to the
underwriting agreement or are not permitted to be paid by the Fund (or some
other party) pursuant to such a plan.
5. Compensation of the Adviser. For all services to be rendered and
payments made as provided in paragraphs 3 and 4 hereof, the Fund on behalf of
the Portfolio will pay you on the last day of each month a fee equal to 1/12 of
.875% of the average daily net assets of the Portfolio for such month. The
"average daily net assets" of the Portfolio are defined as the average of the
values placed on the net assets of the Portfolio as of the close of the New York
Stock Exchange on each day on which the net asset value of the Portfolio is
determined consistent with the provisions of Rule 22c-1 under the Investment
Company Act of 1940 or, if the Fund lawfully determines the value of the net
assets of the Portfolio as of some other time of each business day, as of such
time. The value of net assets shall be determined pursuant to the applicable
provisions of the Declaration of Trust of the Fund. If, pursuant to such
provisions, the determination of net asset value is suspended for any particular
business day, then for the purposes of this paragraph 5, the value of the net
assets of the Portfolio as last determined shall be deemed to be the value of
the net assets as of the close of the New York Stock Exchange, or as of such
other time as the value of the net assets of the Portfolio may lawfully be
determined, on that day. If the determination of the net asset value of the
shares of the Portfolio has been suspended pursuant to the Declaration of Trust
of the Fund for a period including such month, your compensation payable at the
end of such month shall be computed on the basis of the value of the net assets
of the Portfolio of the Fund as last determined (whether during or prior to such
month). If the Fund determines the value of the net assets of the Portfolio more
than once on any day, the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the purposes of this
paragraph 5. You may waive all or a portion of your fees provided for hereunder.
To the extent that you agree to waive all or a portion of your fees or to
reimburse a portion of the Fund's expenses, you shall be contractually bound by
the publicly announced waivers or reimbursements. In the event that others than
you agree to assume expenses of the Fund by way of reimbursement or otherwise,
you may as a matter of administrative convenience, but shall not be obligated
to, advance to the Fund an amount representing all or a portion of the expenses
so assumed. If you do advance such an amount to the Fund and you are not repaid
after a reasonable time by the party whose obligation it is to assume such
expense of the Fund, you shall be entitled to have the amount of such advance
returned to you upon request.
6. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Portfolio, neither you nor
any of your managing directors, principals, directors, officers or employees
will act as a principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by you. In the selection of such
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brokers or dealers and the placing of such orders, you are directed at all times
to seek for the Portfolio the most favorable execution and net price available.
If any occasion should arise in which you give any advice to clients of yours
concerning the shares of the Portfolio, you will act solely as investment
counsel for such clients and not in any way on behalf of the Portfolio. Your
services to the Portfolio pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and other services to others.
7. Limitation of Liability of Adviser. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio 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 Fund shall
be deemed, when acting within the scope of his employment by the Fund, to be
acting in such employment solely for the Fund and not as your employee or agent.
8. Duration and Termination of this Agreement. This Agreement shall remain
in force with respect to the Portfolio until September 30, 1989, and from year
to year thereafter, but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the Trustees who are not
interested persons of you or of the Fund, cast in person at a meeting called for
the purpose of voting on such approval and by a vote of the Trustees or of a
majority of the outstanding voting securities of such Portfolios. This Agreement
may, on 60 days' written notice, be terminated at any time without the payment
of any penalty, by the Trustees, by vote of a majority of the outstanding voting
securities of the Portfolio, 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 Investment Company
Act of 1940, as modified by Rule 18f-2 under the 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, and no amendment of this Agreement shall be
effective with respect to the Portfolio until approved by vote of the holders of
a majority of the outstanding voting securities of such Portfolio and by the
Trustees, including a majority of the Trustees who are not interested persons of
you or of the Fund, cast in person at a meeting called for the purpose of voting
on such approval.
10. Miscellaneous. It is understood and expressly stipulated that neither
the holders of shares of the Fund nor the Trustees shall be personally liable
hereunder. 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
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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 "▇▇▇▇▇▇▇ Variable Life Investment Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated March 15, 1985,
as amended from time to time, and all persons dealing with the Fund must look
solely to the property of the appropriate Portfolio or Portfolios for the
enforcement of any claims against the Fund as neither the Trustees, officers,
agents or shareholders assume any personal liability for obligations entered
into on behalf of the Fund. No Portfolio of the Fund shall be liable for any
claims against any other Portfolio of the Fund.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Yours very truly,
▇▇▇▇▇▇▇ VARIABLE LIFE
INVESTMENT FUND
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
President
The foregoing Agreement is hereby accepted as of the date thereof.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇
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Managing Director
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