Exhibit d(1)
MANAGEMENT AGREEMENT
VARIABLE ANNUITY PORTFOLIOS
Landmark Small Cap Equity VIP Fund
MANAGEMENT AGREEMENT, dated as of November 8,1996, by and between
Variable Annuity Portfolios, a Massachusetts trust (the "Trust"), and Citibank,
N.A., a national banking association ("Citibank" or the "Manager").
W I T N E S S E T H
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act"), and
WHEREAS, the Trust wishes to engage Citibank to provide certain
investment advisory and administrative services for the series of the Trust
designated as Landmark Small Cap Equity VIP Fund (the "Fund"), and Citibank is
willing to provide such investment advisory and administrative services for the
Fund on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth,] the parties covenant and agree as
follows:
1. Duties of Citibank. (a) Citibank shall act as the Manager for the
Fund and as such shall furnish continuously an investment program and shall
determine from time to time what securities shall be purchased, sold or
exchanged and what portion of the assets of the Fund shall be held uninvested,
subject always to the restrictions of the Trust's Declaration of Trust, dated
October 25, 1996, and By-laws, as each may be amended from time to time
(respectively, the "Declaration" and the "By Laws"), the provisions of the 1940
Act, and the then-current Registration Statement of the Trust with respect to
the Fund. The Manager shall also make recommendations as to the manner in which
voting rights, rights to consent to corporate action and any other rights
pertaining to the Fund's portfolio securities shall be exercised. Should the
Board of Trustees of the Trust at any time, however, make any definite
determination as to investment policy applicable to the Fund and notify the
Manager thereof in writing, the Manager 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such determination has been revoked.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 Manager shall take, on behalf of the
Fund, all actions which it deems necessary to implement the investment policies
determined as provided above, and in particular to place all orders for the
purchase or sale of securities for the Fund's account with the brokers or
dealers selected by it, and to that end the Manager is authorized as the agent
of the Trust to give instructions to the, custodian or any subcustodian 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, 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 Fund and/or the other accounts over
which the Manager or its affiliates exercise investment discretion. The Manager
is authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund which
is 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 is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction or
the overall responsibilities which the Manager and its affiliates have with
respect to accounts over which they exercise investment discretion. The Trustees
of the Trust shall periodically review the commissions paid by the Fund to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Fund. In making purchases or sales
of securities or other property for the account of the Fund, the Manager may
deal with itself or with the Trustees of the Trust or the Trust's underwriter or
distributor, to the extent such actions are permitted by the ▇▇▇▇ ▇▇▇.
(b) Subject to the direction and control of the Board of Trustees of
the Trust, Citibank shall perform such administrative and management services as
may from time to time be reasonably requested by the Trust, which shall include
without limitation: (a) providing office space, equipment and clerical personnel
necessary for maintaining the organization of the Trust and for performing the
administrative and management functions herein set forth; (b) supervising the
overall administration of the Trust, including negotiation of contracts and fees
with and the monitoring of performance and ▇▇▇▇▇▇▇▇ of the Trust's transfer
agent, custodian and other independent contractors or agents; (c) preparing and,
if applicable, filing all documents required for compliance by the Trust with
applicable laws and regulations, including registration statements, prospectuses
and statements of additional information, semi-annual and annual reports to
shareholders, proxy statements and tax returns; (d) preparation of agendas and
supporting documents for and minutes of meetings of Trustees, committees of
Trustees and shareholders; and (e) arranging for maintenance of books and
records of (the Trust. Notwithstanding the foregoing, Citibank shall not be
deemed to have assumed any duties with respect to, and shall not be responsible
for. the distribution of shares of beneficial interest in the Fund, nor shall
Citibank be deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any transfer agent, fund accounting agent or
custodian of the Trust or the Fund. In providing administrative and management
services as set forth herein, Citibank may, at its own expense, employ one or
more subadministrators; provided that Citibank shall remain fully responsible
for the performance of all administrative and management duties set forth herein
and shall supervise the activities of each subadministrator.
2. Allocation of Charges and Expenses. Citibank shall furnish at its
own expense all necessary services, facilities and personnel in connection with
its responsibilities under Section 1 above. Except as provided in the foregoing
sentence, it is understood that the Trust will pay from the assets of the Fund
all of its own expenses allocable to the Fund including, without limitation,
organization costs of the Fund; compensation of Trustees who are not "interested
persons" of the Trust; governmental fees; interest charges; loan commitment
fees; taxes; membership dues in industry associations allocable to the Trust;
fees and expenses of independent auditors, legal counsel and any transfer agent,
distributor, registrar or dividend disbursing agent of the Trust; expenses of
issuing and redeeming shares of beneficial interest and servicing shareholder
accounts; expenses of preparing, typesetting, printing and mailing prospectuses,
statements of additional information, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to existing
shareholders of the Fund; expenses connected with the execution, recording and
settlement of security transactions; insurance premiums; fees and expenses of
the custodian for all services to the Fund, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of the Fund (including but not limited to the fees of
independent pricing services); expenses of meetings of the Fund's shareholders;
expenses relating to the issuance, registration and qualification of shares of
the Fund; and such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the Trust on
behalf of the Fund may be a party and the legal obligation which the Trust may
have to indemnify its Trustees and officers with respect thereto.
3. Compensation of Citibank. For the services to be rendered and the
facilities to be provided by Citibank hereunder, the Trust shall pay to Citibank
from the assets of the Fund a management fee computed daily and paid monthly at
an annual rate equal to 0.80% of the Fund's average daily net assets for the
Fund's then-current fiscal year. If Citibank provides services hereunder for
less than the whole of any period specified in this Section 3, the compensation
to Citibank shall be accordingly adjusted and prorated.
4. Covenants of Citibank. Citibank agrees that it will not deal with
itself, or with the Trustees of the Trust or the Trust's principal underwriter
or distributor, as principals in making purchases or sales of securities or
other property for the account of the Fund, except as permitted by the 1940 Act,
will not take a long or short position in shares of the Fund except as permitted
by the, Declaration, and will comply with all other provisions of the
Declaration, the Trust's By-Laws, as in effect from time to time and the
then-current Registration Statement applicable to the Fund relative to Citibank
and its directors and officers.
5. Limitation of Liability of Citibank. Citibank shall not be liable
for any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of securities
transactions for the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Section 5, the term
"Citibank" shall include directors, officers and employees of Citibank as well
as Citibank itself.
6. Activities of Citibank. The services of Citibank to the Fund are not
to be deemed to be exclusive, Citibank being free to render investment advisory,
administrative and/or other services to others. It is understood that Trustees,
officers, and shareholders of the Trust are or may be or may become interested
in Citibank, as directors, officers, employees, or otherwise and that directors,
officers and employees of Citibank are or may become similarly interested in the
Trust and that Citibank may be or may become interested in the Trust as a
shareholder or otherwise.
7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above written,
shall govern the relations between the parties hereto thereafter and shall
remain in force until November 8, 1998, on which date it will terminate unless
its continuance after November 8, 1998 is "specifically approved at least
annually" (a) by the vote of a majority of the Trustees of the Trust who are not
"interested persons" of the Trust or of Citibank at a meeting specifically
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Trust or by "vote of a majority of the outstanding voting
securities" of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Fund, or by Citibank, in each case on not more than 60 days'
nor less than 30 days' written notice to the other party. This Agreement shall
automatically terminate in the event of its "assignment."
This Agreement may be amended only if such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Fund (except
for any such amendment as may be effected in the absence of such approval
without violating the 1940 Act).
The terms "specifically approved at least annually," "vote of a
majority of the outstanding voting securities," "assignment," "affiliated
person," and "interested persons," when used in this Agreement, shall have the
respective meanings specified in, and shall be construed in a manner consistent
with, the 1940 Act, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act.
Each party acknowledges and agrees that all obligations of the Trust
under this Agreement are binding only with respect to the Fund; that any
liability of the Trust under this Agreement, or in connection with the
transactions contemplated herein, shall be discharged only out of the assets of
the Fund; and that no other series of the Trust shall be liable with respect to
this Agreement or in connection with the transactions contemplated herein.
The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees, officers or,
shareholders of the Trust individually.
8. Governing Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
9. Use of Name. The Trust hereby acknowledges that any and all rights
in or to the names "Landmark" and "Landmark Funds" which exist on the date of
this Agreement or which may arise hereafter are, and under any and all
circumstances shall continue to be, the sole property of The Landmark Funds
Broker-Dealer Services, Inc. ("LFBDS"); that LFBDS may assign any or all of such
rights to another party or parties without the consent of the Trust; and that
LFBDS may permit other parties, including other investment companies, to use the
word "Landmark" or the words "Landmark Funds" in their names. If LFBDS, or its
assignee as the case may be, ceases to serve as the distributor of shares of the
Trust, the Trust hereby agrees to take promptly any and all actions which are
necessary or desirable to change its name so as to delete the word "Landmark" or
the words "Landmark Funds."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
VARIABLE ANNUITY
PORTFOLIOS CITIBANK, N.A
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President Title: CIO
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The Landmark Funds Broker-Dealer Services, Inc. joins in this Agreement for
purposes of Section 9 only.
THE LANDMARK FUNDS
BROKER-DEALER SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
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