<PAGE>
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Sierra Trust Funds
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Sierra Trust Funds
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
[X] $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), 14A-6(I)(2) OR
ITEM 22(A)(2) OF SCHEDULE 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Dated Filed:
<PAGE>
PRELIMINARY COPY
SIERRA TRUST FUNDS
9301 CORBIN AVENUE, SUITE 333
NORTHRIDGE, CALIFORNIA 91324
Notice of Special Meeting of Shareholders
To be Held on June 21, 1996
To the Shareholders of
International Growth Fund
You are cordially invited to a Special Meeting of Shareholders of the
International Growth Fund (the "Fund") of Sierra Trust Funds (the "Trust"), on
Friday, June 21, 1996, at 9:00 a.m. Pacific time at the offices of Sierra Fund
Administration Corporation, 9301 Corbin Avenue, Suite 333, Northridge,
California, 91324, to consider and act on the following matters:
Proposal to approve the selection of Warburg, Pincus Counsellors, Inc.
("Warburg") as the Investment Sub-Advisor for the International Growth
Fund, and to approve the investment sub-advisory agreement relating to the
Fund among the Trust, Warburg and Sierra Investment Advisors Corporation,
the Fund's investment advisor.
In accordance with their own discretion, the proxies are authorized to vote on
other such business as may properly come before the Meeting.
Shareholders of record at the close of business on April 23, 1996 are entitled
to notice of and to vote at the meeting or any adjournment thereof. Each
shareholder is cordially invited to attend the Special Meeting in person.
However, if you are unable to be present at the meeting, you are requested to
mark, sign and date the enclosed proxy and return it promptly in the enclosed
envelope so that the meeting may be held and a maximum number of shares may be
voted.
BY ORDER OF THE BOARD OF TRUSTEES
KEITH B. PIPES
SECRETARY
May 10, 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS POSSIBLE.
IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO COMPLETE AND SIGN YOUR
PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AT THE MEETING AND A
MAXIMUM NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR
TO ITS USE AT THE MEETING.
<PAGE>
PRELIMINARY COPY
SIERRA TRUST FUNDS
9301 CORBIN AVENUE, SUITE 333
NORTHRIDGE, CALIFORNIA 91324
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of Sierra Trust Funds (the "Trust") on behalf of the
International Growth Fund (the "Fund") for use at the Special Meeting of
Shareholders to be held on June 21, 1996 at 9:00 a.m. Pacific time at the
offices of Sierra Fund Administration Corporation, 9301 Corbin Avenue, Suite
333, Northridge, California 91324 and at any adjourned session thereof (such
meeting and any adjournment thereof are hereinafter referred to as the
"Meeting"). Shareholders of the Fund of record at the close of business on April
23, 1996 (the "Shareholders") are entitled to vote at the Meeting. As of April
23, 1996, the approximate number of units of beneficial interest ("shares")
issued and outstanding for the Class A shares, Class B shares and Class S shares
of the International Growth Fund was 9,196,917.909, 338,165.920 and
1,351,075.158, respectively . Each share, regardless of class, is entitled to
one vote and each fractional share is entitled to a proportionate fractional
vote on each matter to be acted upon at the Meeting.
In addition to the solicitation of proxies by mail, Trustees and officers of the
Trust and officers and employees of Sierra Fund Administration Corporation, the
Trust's administrator, may solicit proxies in person or by telephone. Persons
holding shares as nominees will, upon request, be reimbursed for their
reasonable expenses incurred in sending soliciting materials to their
principals. The cost of solicitation will be borne by the Fund. The proxy card
and this Proxy Statement are being mailed to Shareholders on or about May 10,
1996.
Shares represented by duly executed proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time before they are exercised
by a written revocation received by the President of the Trust at 9301 Corbin
Avenue, Suite 333, Northridge, California 91324, by properly executing a written
revocation, a later-dated proxy, or by attending the Meeting and voting in
person.
<PAGE>
INTRODUCTION
At a meeting held on February 27, 1996, the Board of Trustees of the Trust voted
to replace J.P. Morgan Investment Management Inc. ("J.P. Morgan") as the
investment sub-advisor to the Fund, effective April 8, 1996. The Board of
Trustees is recommending replacing J.P. Morgan with Warburg because the Board
believes that Warburg's investment process and style is more suitable for the
Fund's shareholders. In addition, the Board of Trustees, subject to the approval
of the Shareholders of the Fund, approved the appointment of Warburg, Pincus
Counsellors, Inc. ("Warburg") as the investment sub-advisor to the Fund,
effective April 8, 1996, and approved the form of the related investment
sub-advisory agreement among the Trust, Warburg and Sierra Investment Advisors
Corporation, the Fund's investment advisor (the "Advisor"). The proposed
investment sub-advisory agreement among the Trust, Warburg and the Advisor (the
"Warburg Sub-Advisory Agreement"), as discussed below under "Comparison of the
Warburg Sub-Advisory Agreement and the J.P. Morgan Agreement," provides for,
among other things, a decrease in investment sub-advisory fees at the level of
net assets ("asset size") of the Fund on April 23, 1996, and reciprocal and
expanded indemnification provisions between the Advisor and Warburg in
comparison to the former investment sub-advisory agreement among the Trust, the
Advisor and J.P. Morgan (the "J.P. Morgan Agreement"). For the interim period
between April 8, 1996 and the Shareholder Meeting scheduled for June 21, 1996,
Warburg has been acting as the investment sub-advisor to the Fund and receives a
fee at an annual rate of .50% of the average daily net assets of the Fund for
its services during this period, which is less than the fee that J.P. Morgan had
been receiving for its services at the asset size of the Fund during the period
advised. Pending approval of the Warburg Sub-Advisory Agreement, Warburg has
agreed to waive any portion of the fee it is paid by the Fund that exceeds the
fee J.P. Morgan would have received during such period if an increase in the
asset size of the Fund had reduced the fee J.P. Morgan was entitled to under the
J.P. Morgan Agreement with the Fund to less than an annual rate of .50% of the
average daily net assets of the Fund. J.P. Morgan served as the Fund's
investment sub-advisor pursuant to an agreement dated as of July 18, 1990, and
shareholders last approved J.P. Morgan as the Fund's investment sub-advisor at a
shareholders meeting on October 14, 1994 held for the purpose of approving a
revised investment sub-advisory agreement with J.P. Morgan, which increased J.P.
Morgan's fees.
The Fund currently offers three classes of shares, Class A shares, Class B
shares and Class S shares. Class A shares have a front-end sales charge, may be
subject to a contingent deferred sales charge ("CDSC") if redeemed within two
years of purchase, and pay an ongoing distribution fee at the annual rate of
.25% of the Fund's average daily net assets. Class B shares are subject to a
CDSC if redeemed within six years of purchase, and pay ongoing distribution and
service fees at the annual rate of .75% and .25%, respectively, of the Fund's
average daily net assets. Class S shares, which are available only to investors
who open a Sierra Asset Management ("SAM") account, are also subject to a CDSC
if redeemed within six years of purchase, and pay ongoing distribution and
service fees at the annual rate of .75% and .25%, respectively, of the Fund's
average daily net assets.
PROPOSAL 1: APPROVAL OF THE SELECTION OF WARBURG AS INVESTMENT SUB-ADVISOR
FOR THE INTERNATIONAL GROWTH FUND AND APPROVAL OF THE INVESTMENT
SUB-ADVISORY AGREEMENT RELATING TO THE FUND AMONG THE TRUST, THE
ADVISOR AND WARBURG.
The Board of Trustees has determined that it would be in the best interest of
the Fund and its Shareholders to retain Warburg as the investment sub-advisor of
the Fund and is recommending that Shareholders of the Fund approve Warburg as
the sub-advisor of the Fund and approve the Warburg Sub-Advisory Agreement among
the Trust, the Advisor and Warburg. The Trustees of the Trust, including all of
the Trustees who are not "interested persons" of the Trust, approved the Warburg
Sub-Advisory Agreement with respect to the Fund on February 27, 1996.
DESCRIPTION OF SUB-ADVISOR. Warburg is located at 466 Lexington Avenue, New
York, New York 10017-3147. Warburg is a professional investment counselling firm
that provides investment services to investment companies, employee benefit
plans, investment endowment funds, foundations and other institutions and
individuals. As of February 29, 1996, Warburg managed approximately $14.0
billion of assets, including approximately $7.7 billion of investment company
assets. The Directors of Warburg are Mr. Lionel I. Pincus, Chief Executive
Officer, Mr. John L. Furth, Chairman of the Board of Directors, and Mr. John L.
Vogelstein. Incorporated in 1970, Warburg is a wholly-owned subsidiary of
Warburg, Pincus Counsellors G.P. ("Counsellors G.P."), a New York general
partnership. E.M. Warburg Pincus & Co., Inc. ("EMW") controls Warburg through
its ownership of a class of voting preferred stock of Warburg. Counsellors G.P.
has no business other than being a holding company of Warburg and its
subsidiaries. Each Director's address is the same as Warburg's address, and his
principal occupation is his position with Warburg and its affiliates. Lionel I.
Pincus may be deemed a controlling person of EMW.
Warburg currently provides investment advisory or sub-advisory services to the
following investment company portfolios that have investment objectives similar
to the Fund. Warburg provides these services pursuant to the fee arrangements
described below as of March 29, 1996. Warburg was waiving, as of the date of
this Proxy Statement, some or all of the fees payable by certain of the
portfolios listed below. These waivers are not reflected in the table.
<TABLE>
<CAPTION>
AMOUNT OF ASSETS UNDER
NAME OF INVESTMENT COMPANY MANAGEMENT RATE OF COMPENSATION
- -------------------------- ---------------------- --------------------
<S> <C> <C>
Warburg Pincus International Equity Fund $3,007,657,096 1.00%
Warburg Pincus Institutional Fund, Inc. -- $ 651,968,581 0.80%
International Equity Portfolio
Warburg Pincus Trust -- International Equity
Portfolio $ 157,414,798 1.00%
The GCG Trust -- Global Account $ 76,858,025 0.60% of the first $500
million; 0.50% of the excess
over $500 million
The Sierra Variable Trust -- International
Growth Fund* $ 53,565,237 0.50%
<FN>
* Since April 8, 1996, subject to shareholder approval.
</TABLE>
In the event Shareholders of the Fund do not approve the adoption of the Warburg
Sub-Advisory Agreement at the Meeting to which this Proxy Statement relates, the
Trustees will consider an appropriate course of action to take.
COMPARISON OF THE WARBURG SUB-ADVISORY AGREEMENT AND THE J.P. MORGAN AGREEMENT.
A copy of the form of the Warburg Sub-Advisory Agreement is attached as Exhibit
A to this Proxy Statement. The following discussion of the Warburg Sub-Advisory
Agreement is qualified in its entirety by reference to Exhibit A.
The Warburg Sub-Advisory Agreement, which the Trust, the Advisor and Warburg
negotiated, contains several significant changes when compared to the J.P.
Morgan Agreement. Under the Warburg Sub-Advisory Agreement, Warburg will be
entitled to a fee of .50% of the average daily net assets of the Fund. In
contrast, J.P. Morgan was entitled to a fee of .60% of the average daily net
assets of the Fund for the first $50 million of net assets, a fee of .50% of the
average daily net assets from above $50 million but not more than $125 million
and a fee of .40% of the average daily net assets above $125 million. On April
23, 1996, the net assets of the Fund were $150,504,579.02 million. Should the
average daily net assets of the Fund in the future exceed $125 million by a
considerable amount and reach over $175,000,000.00 million, the fee Warburg
would receive would exceed the fee J.P. Morgan would have received at the same
asset size. In any case, however, the revised fee paid to Warburg will not
effect total annual fund operating expenses of the Fund at any asset size of the
Fund because there will be no change in the investment advisor fee paid to the
Advisor, out of which Warburg, as investment sub-advisor is paid its fee, just
as J.P. Morgan was paid. See "Compensation" below. The Warburg Sub-Advisory
Agreement also explicitly directs Warburg to act as investment sub-advisor with
respect to the Fund's assets. Another difference between the Agreements is that
the Warburg Sub-Advisory Agreement contemplates that Warburg may consider
brokerage and research services when it evaluates the best price and execution
available from brokers or dealers for particular securities transactions. In
addition, Warburg is permitted, when it deems it in the best interest of the
Fund and as permitted by law, to aggregate purchase or sale orders to obtain
lower brokerage commissions, if any, and/or the most favorable execution.
The Warburg Sub-Advisory Agreement also contains more extensive indemnification
provisions than the J.P. Morgan Agreement and these indemnification provisions
are reciprocal between the Advisor and Warburg. These indemnification provisions
provide, among other things, that the Advisor shall indemnify Warburg against
any loss arising from the Warburg Sub-Advisory Agreement that may be based on
any untrue statement (or omission) of a material fact contained in the Trust's
registration statement, unless such statement or omission was made in reliance
on written information furnished by Warburg and except to the extent such losses
result from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of Warburg. The Warburg Sub-Advisory Agreement provides
similar assurances to the Advisor for losses arising out of Warburg's failure to
perform its responsibilities to the Fund, the Trust or the Advisor.
SUB-ADVISOR'S DUTIES UNDER THE WARBURG SUB-ADVISORY AGREEMENT. Under the Warburg
Sub-Advisory Agreement, Warburg is responsible for the investment decisions for
the Fund, and continual review, supervision and management of the Fund's
investment program in accordance with the Fund's investment objective and
policies. Warburg will discharge its responsibilities subject to the supervision
of the Advisor. The Advisor will discharge its responsibilities of evaluating
the investment services provided by Warburg and monitoring the Fund's investment
performance subject to the supervision of the Board of Trustees.
COMPENSATION. Under the Warburg Sub-Advisory Agreement, the Advisor will pay
Warburg a fee, which is calculated daily and paid monthly, at an annual rate of
.50% of the average daily net assets of the Fund. The table below sets forth
information about the proposed level of fees payable to Warburg as investment
sub-advisor, assuming that the Shareholders of the Fund approve the Warburg
Sub-Advisory Agreement:
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL GROWTH FUND
--------------------------
UNDER CURRENT PRO FORMA
SHAREHOLDER TRANSACTION EXPENSES AGREEMENT UNDER PROPOSED AGREEMENT
-------------------------------- ------------- ------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION FEES
Class A shares (maximum sales charge imposed on
purchase as a ercentage of offering price) 5.75%* 5.75%*
Class B shares (deferred sales charge) 5.00% 5.00%
Class S shares (deferred sales charge) 5.00% 5.00%
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF UNDER CURRENT PRO FORMA
AVERAGE NET ASSETS) AGREEMENT UNDER PROPOSED AGREEMENT
-------------------------------------------------- ------------- ------------------------
<S> <C> <C>
ADVISORY FEES (after voluntary waivers or reimbursements)
Class A shares 0.90% 0.90%
Class B shares 0.90% 0.90%
Class S shares 0.90% 0.90%
12B-1 FEES
Class A shares 0.25% 0.25%
Class B shares 1.00% 1.00%
Class S shares 1.00% 1.00%
OTHER EXPENSES
Class A shares 0.68% 0.68%
Class B shares 0.68% 0.68%
Class S shares 0.68% 0.68%
TOTAL FUND OPERATING EXPENSES
Class A shares 1.83% 1.83%
Class B shares 2.58% 2.58%
Class S shares 2.58% 2.58%
<FN>
* The initial sales charge is reduced for purchases of $50,000 and over, decreasing to zero for purchases of $1,000,000
and over. Certain investors who purchased Class A Shares at net asset value based on a purchase amount of $2.5 million
or more before July 1, 1995 are subject to a 1.0% CDSC on redemptions within one year of purchase (the "Prior Class A
CDSC"). Certain investors who purchase Class A Shares at net asset value based on a purchase amount of $1 million or
more after June 30, 1995 may be subject to a 1.0% CDSC on redemptions within one year of purchase or a 0.5% CDSC on
redemptions after 1 year but within 2 years of purchase. Class A Shares purchased through a qualified 401(k) or 403(b)
plan may, in certain circumstances, be subject to a CDSC of 1.0% if the shares are redeemed within two years of their
initial purchase. Money Fund Class A Shares acquired through the exchange from Non-Money Fund Class A Shares that were
subject to a CDSC at the time of exchange, may also be subject to such CDSC. See "How to Buy Shares -- Initial Sales
Charge Alternative: Class A Shares" and "Application of Class A Shares CDSCs" in the Fund's prospectuses.
</TABLE>
EXAMPLE
Assuming a hypothetical investment of $1,000, a 5% annual return and redemption
at the end of each time period, an investor in the shares above would have paid
transaction and operating expenses at the end of each year as follows:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
CLASS A SHARES(1)
Current Agreement $63 $100 $140 $250
Proposed Agreement $63 $100 $140 $250
(Pro Forma)
CLASS B SHARES
Current Agreement $76 $110 $157 $291(3)
assuming a complete redemption
at end of period.(2)
Current Agreement $26 $80 $137 $291(3)
assuming no redemption.(4)
Proposed Agreement $76 $110 $157 $291(3)
(Pro Forma) assuming a complete
redemption at end of period.(2)
Proposed Agreement $26 $80 $137 $291(3)
(Pro Forma) assuming no
redemption.(4)
CLASS S SHARES
Current Agreement $76 $110 $157 $291(3)
assuming a complete redemption
at end of period.(2)
Current Agreement $26 $80 $137 $291(3)
assuming no redemption.(4)
Proposed Agreement $76 $110 $157 $291(3)
(Pro Forma) assuming a complete
redemption at end of period.(2)
Proposed Agreement $26 $80 $137 $291(3)
(Pro Forma) assuming no
redemption.(4)
<FN>
(1) Assumes deduction at the time of purchase of maximum initial sales charge.
(2) Assumes deduction of maximum applicable contingent deferred sales charge.
(3) Assumes that conversion to Class A Shares does not occur.
(4) Assumes no deduction of contingent deferred sales charge.
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
For the fiscal year ended June 30, 1995, the aggregate fee paid by the Advisor
to J.P. Morgan, the former investment sub-advisor, for services on behalf of the
Fund was $646,343.
DURATION AND TERMINATION. Once approved by vote of a majority of the outstanding
voting securities of the Fund in accordance with the requirements of the
Investment Company Act of 1940, as amended (the "Act"), and unless sooner
terminated, the Warburg Sub-Advisory Agreement will continue in effect for an
initial period of one year from the date of its execution. Thereafter, if not
terminated, the Warburg Sub-Advisory Agreement will continue in effect for the
Fund for successive periods of 12 months, provided that such continuation is
--------
specifically approved at least annually (a) by the vote of a majority of those
members of the Trust's Board of Trustees who are not interested persons of the
Trust, the Advisor, or Warburg, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the vote of a majority of the
Trust's Board of Trustees or by the vote of a majority of the outstanding shares
of the Fund. The Warburg Sub-Advisory Agreement may be terminated as to the Fund
at any time, without the payment of any penalty, on sixty (60) days' written
notice by the Advisor, the Board of Trustees, or by vote of a majority of the
Fund's Shareholders or upon ninety (90) days' written notice by Warburg. The
Warburg Sub-Advisory Agreement will immediately terminate in the event of its
assignment or in the event the advisory agreement between the Trust and the
Advisor is terminated.
TRUSTEES' CONSIDERATIONS. In recommending that the Shareholders approve the
Warburg Sub-Advisory Agreement, the Trustees carefully reviewed and evaluated
the experience of Warburg and its key personnel and the nature and quality of
services expected to be delivered to the Fund by Warburg. The factors considered
by the Trustees included, but were not limited to, the following: Warburg's
depth of experience in advising international equity funds and complying with
regulations applicable thereto, Warburg's strong credit analysis team, the
amount and nature of assets under management by Warburg, marketing
considerations and performance history of Warburg. The Trustees also reviewed
the fees to be paid to Warburg in comparison to those charged in the relevant
segment of the mutual fund business. The Board also considered that the Warburg
Sub-Advisory Agreement requires Warburg, when executing transactions for the
Fund and selecting brokers or dealers, to assess the best overall terms
available and attempt to obtain the best net price and most favorable execution
of its orders. Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, Warburg may, in its
discretion, purchase and sell portfolio securities to and from brokers and
dealers that provide Warburg or its affiliates with research advice and other
services. The Trustees of the Fund have no material interest in the appointment
of Warburg.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL.
---
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
DISTRIBUTION. Sierra Investment Services Corporation ("Sierra Services"), an
indirect wholly-owned subsidiary of Great Western Financial Corporation
("GWFC"), is located at 9301 Corbin Avenue, Suite 333, Northridge, California
91324 and serves as distributor of the Trust's shares pursuant to a distribution
agreement for the Class A Shares and a distribution agreement for the Class B
Shares and Class S Shares, both agreements are between the Trust and Sierra
Services.
ADMINISTRATION. Sierra Fund Administration Corporation, an indirect wholly-owned
subsidiary of GWFC, provides shareholder services and other administrative
services to the Trust and is located at 9301 Corbin Avenue, Suite 333,
Northridge, California 91324.
FUND TRANSACTIONS. For the fiscal year ended December 31, 1995, the Trust paid
no brokerage commissions to affiliated broker-dealers.
5% SHAREHOLDERS. As of April 23, 1996, there were no persons who were record
owners, or to the knowledge of the Trust, beneficial owners of 5% or more of
shares of the Fund.
As of April 23, 1996, the Trustees and executive officers of the Trust owned in
the aggregate less than 1% of the shares of the Fund.
ADJOURNMENT. In the event that sufficient votes in favor of the Proposal set
forth in the Notice of the Special Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting with respect to the Proposal for a period or periods
of not more than 60 days in the aggregate to permit further solicitation of
proxies with respect to such Proposal. Any such adjournment will require the
affirmative vote of a majority of the votes cast on the question in person or by
proxy at the session of the Meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the Proposal. They will vote against any such
adjournment those proxies required to be voted against the Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
REQUIRED VOTE. Approval of the Proposal requires the affirmative vote of a
majority of the outstanding shares of the Fund. As defined in the Act, "majority
of the outstanding shares" means the vote of (i) 67% or more of the Fund's
outstanding shares present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii) more
than 50% of the Fund's outstanding shares, whichever is less.
Abstentions and "broker non-votes" will not be counted for or against any
proposal to which they relate, but will be counted for purposes of determining
---- --
whether a quorum is present. Abstentions will be counted as votes present for
purposes of determining a "majority of the outstanding voting securities"
present at the Meeting, and will therefore have the effect of counting against
the Proposal.
SHAREHOLDER PROPOSALS. The Trust does not hold annual shareholder meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent meeting should send their written proposals to Sierra Trust Funds,
9301 Corbin Avenue, Suite 333, Northridge, California 91324 c/o Secretary of the
Trust.
REPORTS TO SHAREHOLDERS. The Trust will furnish, without charge, a copy of the
most recent Annual Report to Shareholders of the Trust and the most recent
Semi-Annual Report succeeding such Annual Report on request. Requests should be
directed to the Trust at 9301 Corbin Avenue, Suite 333, Northridge, California
91324, or by calling (800) 222-5852 if your account is through Great Western
Financial Securities Corporation or (800) 869-2019 for all other shareholders.
OTHER MATTERS. The Trustees know of no other business to be brought before the
Meeting. However, if any other matters properly come before the meeting, it is
their intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
Dated: May 10, 1996
-------------------------------------
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN
IT PROMPTLY.
<PAGE>
SIERRA TRUST FUNDS
INTERNATIONAL GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, JUNE 21, 1996
The undersigned Shareholder(s) of the International Growth Fund (the
"Fund") of Sierra Trust Funds (the "Trust") hereby appoint(s) Keith B. Pipes,
Lawrence J. Sheehan and Michael D. Goth and each of them (with full power of
substitution), the proxy or proxies of the undersigned to attend the Special
Meeting of Shareholders of the Fund to be held on June 21, 1996, and any
adjournments thereof, to vote all of the shares of the Fund that the signer
would be entitled to vote if personally present at the Special Meeting of
Shareholders on the following Proposal and on any other matters brought before
the Meeting, all as set forth in the Notice of Special Meeting of Shareholders.
Said proxies are directed to vote or refrain from voting pursuant to the Proxy
Statement as checked below upon the following matters:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST AND WILL BE VOTED "FOR" THE
PROPOSAL UNLESS OTHERWISE INDICATED.
Proposal: Proposal to approve the selection of Warburg, Pincus Counsellors, Inc.
("Warburg") as the investment sub-advisor for the International Growth
Fund, and to approve a new investment sub-advisory agreement relating
to the Fund among the Trust, Warburg and Sierra Investment Advisors
Corporation, the Trust's investment advisor.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In accordance with their own discretion, the proxies are authorized to vote
on such other business as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: _______________________________, 1996
____________________________________________
Signature
____________________________________________
Signature
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER(S). IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF TRUSTEES FOR THE PROPOSAL.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
<PAGE>
EXHIBIT A
INVESTMENT SUB-ADVISORY AGREEMENT
April 8, 1996
Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, New York 10017
Dear Sirs:
Sierra Trust Funds (the "Company"), an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts, and Sierra
Investment Advisors Corporation ("Sierra Advisors"), a corporation organized
under the laws of the state of California, hereby agree with Warburg, Pincus
Counsellors, Inc. (the "Sub-Advisor"), a corporation organized under the laws of
the State of Delaware as follows:
1. Investment Description; Appointment
The Company desires to employ the capital of the Company's
International Growth Fund (the "Fund") by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Master Trust Agreement, as amended, and in its Prospectus and Statement of
Additional Information relating to the Fund as in effect and which may be
amended from time to time, and in such manner and to such extent as may from
time to time be approved by the Board of Trustees of the Company. Copies of the
Fund's Prospectus and Statement of Additional Information and the Company's
Master Trust Agreement, as amended, have been or will be submitted to the
Sub-Advisor. The Company agrees to provide copies of all amendments to the
Fund's Prospectus and Statement of Additional Information and the Company's
Master Trust Agreement to the Sub-Advisor on an on-going basis. The Company
desires to employ and hereby appoints the Sub-Advisor to act as investment
sub-adviser to the Fund. The Sub-Advisor accepts the appointment and agrees to
furnish the services described herein for the compensation set forth below.
2. Services as Investment Sub-Advisor
(a) Subject to the supervision of the Board of Trustees of the
Company and of Sierra Advisors, the Fund's investment adviser, the
Sub-Advisor will (a) act in conformity with the Company's Master Trust
Agreement, the Investment Company Act of 1940, as amended (the "1940
Act"), the Investment Advisers Act of 1940 and the Internal Revenue
Code of 1986, as the same may from time to time be amended, (b) make
investment decisions for the Fund in accordance with the Fund's
investment objective(s) and policies as stated in the Fund's Prospectus
and Statement of Additional Information as in effect and, after notice
to the Sub-Advisor, and which may be amended from time to time, (c)
place purchase and sale orders on behalf of the Fund to effectuate the
investment decisions made, (d) maintain books and records with respect
to the securities transactions of the Fund and will furnish the
Company's Board of Trustees such periodic, regular and special reports
as the Board may request; (e) treat confidentially and as proprietary
information of the Company, all records and other information relative
to the Company and prior, present or potential shareholders (other than
information publicly available, otherwise legally in the hands of the
Sub-Advisor or pertaining to mutual clients); and (f) will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Company, which approval shall not be
unreasonably withheld and, notwithstanding the foregoing, such records
may not be withheld where the Sub-Advisor may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Company. In providing those services, the Sub-Advisor
will supervise the Fund's investments and conduct a continual program
of investment, evaluation and, if appropriate, sale and reinvestment of
the Fund's assets. In addition, the Sub-Advisor will furnish the Fund
or Sierra Advisors with whatever statistical information the Fund or
Sierra Advisors may reasonably request with respect to the instruments
that the Fund may hold or contemplate purchasing.
(b) The Company and Sierra Advisors each agrees, on an ongoing
basis, to notify the Sub-Advisor expressly in writing of each change in
the fundamental and nonfundamental investment policies of the Fund.
(c) Sierra Advisors agrees to provide the Sub-Advisor with such
assistance as may be reasonably requested by the Sub-Advisor in
connection with its activities pertaining to the Fund under this
Agreement, including, without limitation, information concerning the
Fund, its funds available, or to become available, for investment and
generally as to the conditions of the Fund's affairs.
(d) In fulfilling its obligations hereunder, the Sub-Advisor
shall be entitled to rely on and act in accordance with, and Sierra
Advisors agrees to hold the Sub-Advisor harmless for any act or
omission taken in good faith in reliance on, information and
instructions, which may be standing instructions, provided to the
Sub-Advisor by Sierra Advisors, the Company's administrator, or other
agent of Sierra Advisors designated by Sierra Advisors. Such
information and instructions shall be conveyed to the Sub-Advisor in a
timely manner so as to permit the Sub-Advisor to take such action as
may be required in an orderly fashion. Sierra Advisors agrees to
provide or cause to be provided to the Sub-Advisor on an ongoing basis,
such information as is reasonably requested by the Sub-Advisor for
performance by the Sub-Advisor of its obligations under this Agreement,
and the Sub-Advisor shall not be in breach of any term of this
Agreement or be deemed to have acted negligently if Sierra Advisors
fails to provide or cause to be provided such information and the
Sub-Advisor relies on the information most recently furnished to the
Sub-Advisor. Sierra Advisors will promptly provide the Sub-Advisor with
any procedures applicable to the Sub-Advisor adopted from time to time
by the Board of Trustees of the Company and agrees to promptly provide
the Sub-Advisor copies of all amendments thereto.
3. Brokerage
(a) In executing transactions for the Fund and selecting brokers
or dealers, the Sub-Advisor will use its best efforts to seek the best
overall terms available and shall execute or direct the execution of
all such transactions in a manner permitted by law and in a manner that
is in the best interest of the Fund and its shareholders. In assessing
the best overall terms available for any Fund transaction, the
Sub-Advisor will consider all factors it deems relevant including, but
not limited to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer and the reasonableness of any commission for the
specific transaction and on a continuing basis. Pursuant to its
investment determinations for the Fund, in placing orders with brokers
and dealers, the Sub-Advisor will attempt to obtain the best net price
and the most favorable execution of its orders. Consistent with this
obligation, when the execution and price offered by two or more brokers
or dealers are comparable, the Sub-Advisor may, in its discretion,
purchase and sell portfolio securities to and from brokers and dealers
who provide the Company with research advice and other services.
(b) In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best price and execution available,
the Sub-Advisor is authorized to consider the brokerage and research
services (within the meaning of Section 28(e) of the 1934 Act) provided
to the Sub-Advisor or any affiliated person of the Sub-Advisor. Subject
to the requirements of Section 17(e) of the Investment Company Act of
1940, as amended (the "1940 Act"), the Sub-Advisor is specifically
authorized to select an affiliated person of the Sub-Advisor to execute
brokerage, but in no event principal, transactions for the Fund. On
occasions when the Sub-Advisor deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients, the
Sub-Advisor, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold in order to obtain the most
favorable execution and/or lower brokerage commissions, if any, and
efficient execution. In such event, allocation of securities so sold or
purchased, as well as the expenses incurred in the transaction, will be
made by the Sub-Advisor in the manner the Sub-Advisor considers to be
the most equitable and consistent with its fiduciary obligation over
time to the Fund and to such other clients. Furthermore, the Company
and Sierra Advisors recognize that the Sub-Advisor may give advice, and
take action, with respect to its other clients that may differ from the
advice given, or the time or nature of action taken, with respect to
the Fund.
4. Information Provided to the Company
The Sub-Advisor will keep the Company and Sierra Advisors informed of
developments materially affecting the Fund, and will on its own initiative,
furnish the Company and Sierra Advisors on at least a quarterly basis with
whatever information the Sub-Advisor believes is appropriate for this purpose.
5. Standard of Care
The Sub-Advisor shall exercise its best judgment in rendering its
services under this agreement. Except as may otherwise be provided by federal or
state securities laws and in Section 11 hereof, the Sub-Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with the matters to which this Agreement relates, except
a loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this Agreement,
Sierra Advisors will pay the Sub-Advisor on the first business day of each month
a fee for the previous month at the annual rate of 0.50% of the Fund's average
daily net assets. The Sub-Advisor shall have no right to obtain compensation
directly from the Fund or the Company for services provided hereunder and agrees
to look solely to Sierra Advisors for payment of fees due. Upon any termination
of this Agreement before the end of a month, the fee for such month shall be
prorated according to the proportion that the period prior to such termination
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purposes of determining fees payable to
the Sub-Advisor, the value of the net assets of the Fund shall be computed at
the times and in the manner specified in the Prospectus or Statement of
Additional Information relating to the Fund as from time to time in effect.
Notwithstanding the foregoing, in the event that any reduction in the
fees paid to Sierra Advisors under the Advisory Agreement shall be required as a
result of any statutory or regulatory limitation on investment company expenses,
there shall be a proportionate reduction in the fee payable to the Sub-Advisor
hereunder; PROVIDED THAT the Sub-Advisor will never be required to pay more than
the amount of fees it receives.
7. Expenses
The Sub-Advisor will bear all expenses in connection with the
performance of its services under this Agreement, which expenses shall not
include brokerage fees or commissions in connection with the effectuation of
securities transactions. The Company will bear certain other expenses to be
incurred in its operation, including but not limited to: organizational
expenses, taxes, interest, brokerage fees and commissions, if any; fees of
trustees of the Company who are not officers, directors or employees of the
Sub-Advisor, Sierra Advisors, the Fund's sub-administrator or any of their
affiliates; Securities and Exchange Commission fees and state Blue Sky
qualification fees; out-of-pocket expenses of custodians, transfer and dividend
disbursing agents and the Company's sub-administrator and transaction charges of
custodians; insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Company's existence; costs attributable to investor services,
including without limitation, telephone and personnel expenses; costs of
preparing and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the Fund and of the
officers or Board of Trustees of the Company; and any extraordinary expenses. In
addition, the Fund pays a distribution fee pursuant to the terms of a
Distribution Plan adopted under Rule 12b-1 of the Investment Company Act of
1940, as amended.
8. Services to Other Companies or Accounts
The Company understands that the Sub-Advisor now acts, will continue to
act and may act in the future as investment adviser to fiduciary and other
managed accounts and as investment adviser to one or more other investment
companies or series of investment companies, and the Company has no objection to
the Sub-Advisor so acting, provided that whenever the Fund and one or more other
accounts or investment companies advised by the Sub-Advisor have available funds
for investment, investments suitable and appropriate for each will be allocated
in accordance with procedures believed to be equitable over time to each entity.
Similarly, opportunities to sell securities will be allocated in an equitable
manner over time. The Company recognizes that in some cases this procedure may
limit the size of the position that may be acquired or disposed of for the Fund.
In addition, the Company understands that the persons employed by the
Sub-Advisor to assist in the performance of the Sub-Advisor's duties hereunder
will not devote their full time to such service and nothing contained herein
shall be deemed to limit or restrict the right of the Sub-Advisor or any
affiliate of the Sub-Advisor to engage in and devote time and attention to other
business or to render services of whatever kind or nature.
9. Term of Agreement
This Agreement shall become effective as of the date first written
above and shall continue for a one-year term and shall continue thereafter so
long as such continuance is specifically approved at least annually by (i) the
Board of Trustees of the Company or (ii) a vote of a "majority" (as defined in
the Investment Company Act of 1940, as amended) of the Fund's outstanding voting
securities, provided that in either event the continuance is also approved by a
majority of the Board of Trustees who are not "interested persons" (as defined
in said Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on 60 days' written notice, by Sierra Advisors, the Board of
Trustees of the Company or by vote of holders of a majority of the Fund's
shares, or upon 90 days' written notice, by the Sub-Advisor and, will terminate
automatically upon any termination of the advisory agreement between the Company
and Sierra Advisors. In addition, this Agreement will also terminate
automatically in the event of its assignment (as defined in said Act). The
Sub-Advisor agrees to notify the Company of any circumstances that might result
in this Agreement being deemed to be assigned.
10. Representations of the Company and the Sub-Advisor
The Company represents that (i) a copy of its Master Trust Agreement,
dated February 22, 1989, together with all amendments thereto, is on file in the
office of the Secretary of the Commonwealth of Massachusetts, (ii) the
appointment of the Sub-Advisor has been duly authorized, and (iii) it has acted
and will continue to act in conformity with the Investment Company Act of 1940,
as amended, and other applicable laws.
Sierra Advisors represents that (i) it is authorized to perform the
services herein, (ii) the appointment of the Sub-Advisor has been duly
authorized, and (iii) it will act in conformity with the Investment Company Act
of 1940, as amended, and other applicable laws.
The Sub-Advisor represents that it is authorized to perform the
services described herein.
11. Indemnifications
(a) Sierra Advisors shall indemnify the Sub-Advisor and its
controlling persons, officers, directors, employees, agents, legal
representatives and persons controlled by it (collectively,
"Sub-Advisor Related Persons") to the fullest extent permitted by law
against any and all loss, damage, judgements, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees
(collectively "Losses"), incurred by the Sub-Advisor or Sub-Advisor
Related Persons arising from or in connection with this Agreement or
the performance by the Sub-Advisor or Sub-Advisor Related Persons of
its or their duties hereunder, including, without limitation, such
Losses arising under any applicable law or that may be based upon any
untrue statement of a material fact contained in the Company's
registration statement, or any amendment thereof or any supplement
thereto, or the omission to state therein a material fact known or
which should have been known and was required to be stated therein or
necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon written information
furnished to Sierra Advisors by the Sub-Advisor or a Sub-Advisor
Related Person; except to the extent any such Losses result from
willful misfeasance, bad faith, gross negligence or reckless disregard
on the part of the Sub-Advisor or a Sub-Advisor Related Person in the
performance of any of its duties under, or in connection with, this
Agreement.
(b) The Sub-Advisor shall indemnify Sierra Advisors and its
controlling persons, officers, directors, employees, agents, legal
representatives and persons controlled by it (collectively, "Sierra
Related Persons") to the fullest extent permitted by law against any
and all Losses incurred by Sierra Advisors or Sierra Related Persons
arising from or in connection with this Agreement or the performance by
Sierra Advisors or Sierra Related Persons of its or their duties
hereunder so long as such Losses arise out of the Sub-Advisor's failure
to perform its responsibilities to Sierra Advisors, the Fund or the
Company hereunder, including, without limitation, such Losses arising
under any applicable law or that may be based upon any untrue statement
of a material fact contained in the Company's registration statement,
or any amendment thereof or any supplement thereto, or the omission to
state therein a material fact known or which should have been known and
was required to be stated therein or necessary to make the statements
therein not misleading, to the extent that such statement or omission
was based on information provided by the Sub-Advisor or a Sub-Advisor
Related Person unless such statement or omission was made in reliance
upon written information furnished to the Sub-Advisor or Sub-Advisor
Related Person by Sierra Advisors or a Sierra Related Person; and
except to the extent any such Losses result from willful misfeasance,
bad faith, gross negligence or reckless disregard on the part of Sierra
Advisors or a Sierra Related Person in the performance of any of its
duties under, or in connection with, this Agreement.
(c) The indemnifications provided in this Section 11 shall
survive the termination of this Agreement.
12. Amendment of this Agreement
No provision 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 with respect to any
Fund until approved by vote of a majority of the outstanding voting securities
of such Fund.
13. Limitation of Liability
This Agreement has been executed on behalf of the Company by the
undersigned officer of the Company in his capacity as an officer of the Company.
The obligations of this Agreement shall be binding upon the assets and property
of the Fund only and not upon the assets and property of any other investment
fund of the Company and shall not be binding upon any Trustee, officer or
shareholder of the Fund and/or the Company individually.
14. Use Of Names
(a) It is understood that the name "Warburg, Pincus Counsellors,
Inc." or any derivative thereof or logo associated with that name is
the valuable property of the Sub-Advisor and its affiliates and that
the Company and/or the Fund have the right to use such name (or
derivative or logo) in offering materials of the Company and/or Fund
only with the prior written approval of the Sub-Advisor and for so long
as the Sub-Advisor is an investment sub-adviser to the Company and/or
the Fund; PROVIDED THAT the Company and the Fund may use such name (or
derivative or logo) without such prior written approval in offering
materials of the Company to the extent that (i) such materials simply
list the Sub-Advisor as the Sub-Advisor to the Fund as part of a
listing of the investment sub-advisers to the series or portfolios of
the Company with a brief description of the Sub-Advisor's experience
and duties hereunder; (ii) such materials include such name (or
derivative or logo) and any related information that has been
previously approved by the Sub-Advisor or that is required to be
disclosed by applicable law or regulation, such as information
disclosed in the Company's registration statement; or (iii) such
materials are intended for broker-dealer use only, for use by the
Company's Trustees, or for internal use by the Company and Sierra
Advisors. Such prior written approval of the Sub-Advisor shall not be
unreasonably withheld and shall be deemed to be given if no written
objection is received by the Company, the Fund or Sierra Advisors
within three business days after the request is made by the Company,
the Fund or Sierra Advisors for such use. Upon termination of this
Agreement, the Company and the Fund shall forthwith cease to use such
name (or derivative or logo) as soon as reasonably practicable.
(b) It is understood that the names "Sierra Trust Funds," and
"Sierra Investment Advisors Corporation" or any derivatives thereof or
logos associated with such names is the valuable property of the
Company and/or Sierra Advisors and their affiliates and that the
Sub-Advisor or its affiliates have the right to use such names (or
derivatives or logos) in marketing materials of the Sub-Advisor or its
affiliates only with the prior written approval of Sierra Advisors or
the Company, as applicable, and for so long as the Sub-Advisor is an
investment sub-adviser to the Company and/or the Fund; PROVIDED THAT
the Sub-Advisor or its affiliates may use such names (or derivatives or
logos) without such prior written approval in marketing materials of
the Sub-Advisor or its affiliates to the extent that (i) such materials
simply list the Company or the Fund as part of a listing of the
investment companies advised by the Sub-Advisor or its affiliates with
a brief description of the Company or the Fund; (ii) such materials
include such names (or derivatives or logos) and any related
information that has been previously approved by the Company or Sierra
Advisors, as applicable, or that is required to be disclosed by
applicable law or regulation, such as information disclosed in the Form
ADV or Form BD of the Sub-Advisor or its affiliates; or (iii) such
materials are intended for broker-dealer use only or for internal use
by the Sub-Advisor. Such prior written approval of Sierra Advisors or
the Company, as applicable, shall not be unreasonably withheld and
shall be deemed to be given if no written objection is received by the
Sub-Advisor within three business days after the request is made by the
Sub-Advisor for such use. Upon termination of this Agreement, the
Sub-Advisor and its affiliates shall forthwith cease to use such names
(or derivatives or logos) as soon as reasonably practicable.
15. Entire Agreement
This Agreement constitutes the entire agreement between the parties
hereto.
16. Governing Law
This Agreement shall be governed in accordance with the laws of the
Commonwealth of Massachusetts.
If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
SIERRA TRUST FUNDS
By /s/ Keith Pipes
--------------------------
Name: Keith Pipes
Title: Executive Vice President
SIERRA INVESTMENT ADVISORS
CORPORATION
By /s/ Michael D. Goth
--------------------------
Name: Michael D. Goth
Title: Chief Operating Officer
Accepted as of the date first written above:
WARBURG, PINCUS COUNSELLORS, INC.
By /s/ Eugene P. Grace
------------------------
Name: Eugene P. Grace
Title: Senior Vice President
