▇▇▇▇▇▇ VARIABLE TRUST
(formerly ▇▇▇▇▇▇ Capital Manager Trust)
MANAGEMENT CONTRACT
Management Contract dated as of October 2, 1987, as supplemented
March 2, 1990, as further supplemented February 27, 1992, as
further supplemented July 9, 1993, as further supplemented April
5, 1994, as further supplemented June 2, 1994, as further
supplemented April 7, 1995, as further supplemented July 13,
1995, as further supplemented July 11, 1996, as further
supplemented December 20, 1996 and as further supplemented
February 6, 1998 between ▇▇▇▇▇▇ Variable Trust (formerly ▇▇▇▇▇▇
Capital Manager Trust), a Massachusetts business trust (the
"Fund"), and ▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC., a Massachusetts
corporation (the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained,
it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously an
investment program for the Fund, will determine what investments
shall be purchased, held, sold or exchanged by the Fund and what
portion, if any, of the assets of the Fund shall be held
uninvested and shall, on behalf of the Fund, make changes in the
Fund's investments. Subject always to the control of the
Trustees of the Fund and except for the functions carried out by
the officers and personnel referred to in Section 1(d), the
Manager will also manage, supervise and conduct the other affairs
and business of the Fund and matters incidental thereto. In the
performance of its duties, the Manager will comply with the
provisions of the Agreement and Declaration of Trust and By-Laws
of the Fund and its stated investment objectives, policies and
restrictions, and will use its best efforts to safeguard and
promote the welfare of the Fund and to comply with other policies
which the Trustees may from time to time determine and shall
exercise the same care and diligence expected of the Trustees.
(b) The Manager, at its expense, except as such expense is paid
by the Fund as provided in Section 1(d), will furnish (1) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully; (2) suitable office space for the Fund; and (3)
administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of
the affairs of the Fund, including determination of the Fund's
net asset value, but excluding shareholder accounting services.
Except as otherwise provided in Section 1(d), the Manager will
pay the compensation, if any, of the officers of the Fund.
(c) The Manager, at its expense, shall place all orders for the
purchase and sale of portfolio investments for the Fund's account
with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such
orders, the Manager shall use its best efforts to obtain for the
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below. In using its best efforts to obtain for the Fund the most
favorable price and execution available, the Manager, bearing in
mind the Fund's best interests at all times, shall consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the
Trustees of the Fund may determine, the Manager shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer that provides
brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager
determines in good faith that such amount of commission was
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 Manager's overall
responsibilities with respect to the Fund and to other clients of
the Manager as to which the Manager exercises investment
discretion. The Manager agrees that in connection with purchases
or sales of portfolio investments for the Fund's account, neither
the Manager nor any officer, director, employee or agent of the
Manager shall act as a principal or receive any commission other
than as provided in Section 3.
(d) The Fund will pay or reimburse the Manager for (i) the
compensation of the Vice Chairman of the Fund and of persons
assisting him in these offices, as determined from time to time
by the Trustees of the Fund, (ii) the compensation in whole or in
part of such other officers of the Fund and persons assisting
them as may be determined from time to time by the Trustees of
the Fund, and (iii) the cost of suitable office space, utilities,
support services and equipment of the Vice Chairman and persons
assisting him and, as determined from time to time by the
Trustees of the Fund, all or a part of such cost attributable to
the other officers and persons assisting them whose compensation
is paid in whole or in part by the Fund. The Fund will pay the
fees, if any, of the Trustees of the Fund.
(e) The Manager shall pay all expenses incurred in connection
with the organization of the Fund and the initial public offering
and sale of its shares of beneficial interest, provided that upon
the issuance and sale of such shares to the public pursuant to
the offering, and only in such event, the Fund shall become
liable for, and to the extent requested reimburse the Manager
for, registration fees payable to the Securities and Exchange
Commission and for an additional amount not exceeding $125,000 as
its agreed share of such expenses.
(f) The Manager shall not be obligated to pay any expenses of or
for the Fund not expressly assumed by the Manager pursuant to
this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers
and employees of the Fund may be a shareholder, director, officer
or employee of, or be otherwise interested in, the Manager, and
in any person controlled by or under common control with the
Manager, and that the Manager and any person controlled by or
under common control with the Manager may have an interest in the
Fund. It is also understood that the Manager and any person
controlled by or under common control with the Manager have and
may have advisory, management, service or other contracts with
other organizations and persons, and may have other interests and
business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the
Manager's services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a),
(b), (c) and (e) of Section 1, a fee, computed and paid quarterly
at the following annual rates applicable to the average net asset
value of each Series of the Fund (a "Series") of:
▇▇▇▇▇▇ VT International New Opportunities Fund:
(a)1.20% of the first $500 million of average net assets;
(b)1.10% of the next $500 million;
(c)1.05% of the next $500 million;
(d)1.00% of the next $5 billion;
(e)0.975% of the next $5 billion;
(f)0.955% of the next $5 billion;
(g)0.94% of the next $5 billion; and
(h)0.93% of any excess thereafter.
▇▇▇▇▇▇ VT Asia Pacific Growth Fund, ▇▇▇▇▇▇ VT International
Growth Fund and ▇▇▇▇▇▇ VT International Growth and Income Fund:
(a)0.80% of the first $500 million of average net assets;
(b)0.70% of the next $500 million;
(c)0.65% of the next $500 million;
(d)0.60% of the next $5 billion;
(e)0.575% of the next $5 billion;
(f)0.555% of the next $5 billion;
(g)0.54% of the next $5 billion; and
(h)0.53% of any excess thereafter.
▇▇▇▇▇▇ VT Diversified Income Fund, ▇▇▇▇▇▇ VT Global Asset
Allocation Fund, ▇▇▇▇▇▇ VT Health Sciences Fund, ▇▇▇▇▇▇ VT High
Yield Fund, ▇▇▇▇▇▇ VT New Opportunities Fund, ▇▇▇▇▇▇ VT New Value
Fund, ▇▇▇▇▇▇ VT Utilities Growth and Income Fund, ▇▇▇▇▇▇ VT
Voyager Fund and ▇▇▇▇▇▇ VT OTC Emerging Growth Fund:
(a)0.70% of the first $500 million of average net assets;
(b)0.60% of the next $500 million;
(c)0.55% of the next $500 million;
(d)0.50% of the next $5 billion;
(e)0.475% of the next $5 billion;
(f)0.455% of the next $5 billion;
(g)0.44% of the next $5 billion; and
(h)0.43% of any excess thereafter.
▇▇▇▇▇▇ VT Growth and Income Fund, Putnam VT U.S. Government and
High Quality Bond Fund, ▇▇▇▇▇▇ VT Vista Fund, ▇▇▇▇▇▇ VT Investors
Fund and ▇▇▇▇▇▇ VT The ▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund of Boston:
(a)0.65% of the first $500 million of average net assets;
(b)0.55% of the next $500 million;
(c)0.50% of the next $500 million;
(d)0.45% of the next $5 billion;
(e)0.425% of the next $5 billion;
(f)0.405% of the next $5 billion;
(g)0.39% of the next $5 billion; and
(h)0.38% of any excess thereafter.
▇▇▇▇▇▇ VT Money Market Fund:
(a)0.45% of the first $500 million of average net assets;
(b)0.35% of the next $500 million;
(c)0.30% of the next $500 million;
(d)0.25% of the next $5 billion;
(e)0.225% of the next $5 billion;
(f)0.205% of the next $5 billion;
(g)0.19% of the next $5 billion; and
(h)0.18% of any excess thereafter.
▇▇▇▇▇▇ VT Global Growth Fund: 0.60% of average net assets.
Such fees computed with respect to the net asset value of each
Series shall be paid from the assets of such Series. Such
average net asset value of each Series of the Fund shall be
determined by taking an average of all of the determinations of
such net asset value during such quarter at the close of business
on each business day during such quarter while this Contract is
in effect. Such fee shall be payable for each month within 30
days after the end of such quarter.
The fees payable by the Fund to the Manager pursuant to this
Section 3 with respect to any Series of the Fund shall be reduced
by any commissions, fees, brokerage or similar payments received
by the Manager or any affiliated person of the Manager in
connection with the purchase and sale of portfolio investments of
such Series, less any direct expenses approved by the Trustees
incurred by the Manager or any affiliated person of the Manager
in connection with obtaining such payments.
In the event that expenses of any Series of the Fund for any
fiscal year should exceed the expense limitation on investment
company expenses imposed by any statute or regulatory authority
of any jurisdiction in which shares of that Series are qualified
for offer or sale, the compensation due the Manager for such
fiscal year shall be reduced by the amount of such excess by a
reduction or refund thereof. In the event that the expenses of
any Series of the Fund exceed any expense limitation which the
Manager may, by written notice to the Fund, voluntarily declare
to be effective subject to such terms and conditions as the
Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall
assume expenses of the Series to the extent required by the terms
and conditions of such expense limitation.
If the Manager shall serve for less than the whole of a month,
the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the payment
of any penalty, in the event of its assignment; and this Contract
shall not be amended as to any Series of the Fund unless such
amendment be approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the Series, and by the
vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the
Fund who are not interested persons of the Fund or of the
Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and
shall remain in full force and effect as to each Series
continuously thereafter (unless terminated automatically as set
forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract
as to any Series or as to the Fund by not more than sixty days'
nor less than thirty days' written notice delivered or mailed by
registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the
Series, and (ii) a majority of the Trustees of the Fund who are
not interested persons of the Fund or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate as to such Series at the close of
business on:
January 31, 1989 in the case of ▇▇▇▇▇▇ VT Global Growth Fund,
and the second anniversary of its execution with respect to
any other Series,
or the expiration of one year from the effective date of the last
such continuance, whichever is later; provided, however, that if
the continuance of this Contract is submitted to the shareholders
of a Series for their approval and such shareholders fail to
approve such continuance of this Contract as provided herein, the
Manager may continue to serve hereunder in a manner consistent
with the Investment Company Act of 1940 and the Rules and
Regulations thereunder.
Action by the Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of one or more
Series affected.
Termination of this Contract pursuant to this Section 5 will be
without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a
majority of the outstanding shares" means the affirmative vote,
at a duly called and held meeting of shareholders, (a) of the
holders of 67% or more of the shares of the Fund or the Series,
as the case may be, present (in person or by proxy) and entitled
to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund or the Series, as the case may be,
entitled to vote at such meeting are present in person or by
proxy, or (b) of the holders of more than 50% of the outstanding
shares of the Fund, or the Series, as the case may be, entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their
respective meanings defined in the Investment Company Act of 1940
and the Rules and Regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange
Commission under said Act; the term "specifically approve at
least annually" shall be construed in a manner consistent with
the Investment Company Act of 1940 and the Rules and Regulations
thereunder; and the term "brokerage and research services" shall
have the meaning given in the Securities Exchange Act of 1934 and
the Rules and Regulations thereunder.
7. NON-LIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of
its obligations and duties hereunder, the Manager shall not be
subject to any liability to the Fund or to any shareholder of the
Fund, for any act or omission in the course of, or connected
with, rendering services hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund is
on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Fund as Trustees and
not individually and that the obligations of or arising out of
this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ VARIABLE TRUST and ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT, INC. have each caused this instrument to be signed in
duplicate in its behalf by its President or a Vice President
thereunto duly authorized, all as of the day and year first above
written.
▇▇▇▇▇▇ VARIABLE TRUST
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: _______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC.
/s/ ▇▇▇▇▇▇ ▇. Silver
By: _______________________________
▇▇▇▇▇▇ ▇. Silver
Senior Managing Director
