<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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] 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):
[ ] $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:
[X] 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: $125.00
2) Form, Schedule or Registration Statement No.: PRES 14A
3) Filing Party:
4) Dated Filed: May 2, 1996
<PAGE>
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 14, 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>
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 10,855,869.893,
370,755.848 and 3,161,481.184, 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 14, 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.
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, Pincus
Counsellors, Inc. ("Warburg") because the Board believes that Warburg's
investment process and style is more suitable for the Fund's shareholders. At
the same meeting the Board appointed Warburg to serve as investment sub-
advisor on an interim basis beginning April 8, 1996 and called this important
shareholder meeting for the purpose of soliciting shareholder approval of the
appointment of Warburg as investment sub-advisor and the terms of the form of
the investment sub-advisory agreement (the "Warburg Sub-Advisory Agreement")
that is attached hereto as Exhibit A. As described below, Warburg's
compensation under the Warburg Sub-Advisory Agreement is computed differently
than J.P. Morgan's fee was computed under its sub-advisory agreement (the
"J.P. Morgan Agreement") and, at certain asset levels above the Fund's current
size, could result in a fee higher than the fee J.P. Morgan would have
received at the same asset level. Warburg has agreed that, if those
circumstances should arise prior to shareholder approval of the Warburg Sub-
Advisory Agreement, it will waive any amount of compensation in excess of that
to which J.P. Morgan would have been entitled to receive under the J.P. Morgan
Agreement. It should be noted that, since the investment sub-advisor's fee is
paid by Sierra Investment Advisors Corporation, the Fund's investment advisor
(the "Advisor"), differences in the sub-advisor's compensation will have no
direct impact on the Fund. Such differences could, however, affect decisions
by the Advisor about whether or to what extent it is willing to waive its own
fees. For further information about the sub-advisory fees and the differences
and similarities between the sub-advisory agreements see the discussion below
under "Comparison of the Warburg Sub-Advisory Agreement and the J.P. Morgan
Agreement."
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.
INFORMATION ABOUT THE ADVISOR. The Advisor's principal business address is
9301 Corbin Avenue, Suite 333, Northridge, California 91324. Under an
Investment Advisory Agreement between the Trust and the Advisor (the "Advisory
Agreement") dated November 1, 1994, the Advisor has, subject to the
supervision and direction of the Board of Trustees, general oversight
responsibility for the investment advisory services provided to the Fund. In
connection therewith, the Advisor, among other things, participates in the
formulation of the Fund's investment policies, analyzes economic trends,
monitors expenses, monitors the brokerage and research services, selects
investment sub-advisors and monitors and evaluates the services provided by
the Fund's investment sub-advisors. In this instance, the Advisor recommends
the selection of Warburg as the new investment sub-advisor to the
International Fund and recommends that the Shareholders vote to approve the
Warburg Sub-Advisory Agreement.
Neither the Advisory Agreement nor the fees to which the Advisor is
entitled under the Advisory Agreement will change or increase as a consequence
of the Warburg Sub-Advisory Agreement. Pursuant to the Advisory Agreement, the
Advisor pays any sub-advisor fees out of its advisory fees. For the services
provided and expenses assumed pursuant to the Advisory Agreement, the Advisor
is paid a monthly fee at the annual rate of 0.95% of the Fund's average daily
net assets up to $50 million; 0.85% of the Fund's average daily net assets
between $50 million and $125 million; and 0.75% of the Fund's average daily
net assets in excess of $125 million. The Advisor retains only the net amount
of the foregoing advisory fees that remains after the Advisor pays the Fund's
investment sub-advisor the advisory fees to which the sub-advisor is entitled
as described herein. During the fiscal year ended June 30, 1995, $1,097,217 in
advisory fees was paid by the Fund to the Advisor, of which $646,343 was paid
by the Advisor to J.P. Morgan.
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, 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>
NAME OF AMOUNT OF ASSETS
INVESTMENT COMPANY UNDER MANAGEMENT RATE OF COMPENSATION
------------------ ---------------- --------------------
<S> <C> <C>
Warburg Pincus International Equity Fund ........ $3,007,657,096 1.00%
Warburg Pincus Institutional Fund, Inc. --
International Equity Portfolio ................ $ 651,968,581 0.80%
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 J.P. Morgan Agreement among the Trust, the Advisor and J.P.
Morgan is dated as of November 1, 1994. Shareholders last approved J.P. Morgan
as the Fund's investment sub-advisor at a shareholders meeting on October 26,
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 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. Should the
average daily net assets of the Fund in the future exceed $125 million by a
considerable amount and reach over $175 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 "Fund Expenses" below.
The Warburg Sub-Advisory Agreement also contains a number of provisions
that are implicit in the J.P. Morgan Agreement or that are governed by
applicable law. The Warburg Sub-Advisory Agreement 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. J.P. Morgan had similar authority
and responsibility despite the fact that the foregoing matters were not
explicitly covered by the J.P. Morgan Agreement.
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.
However, these provisions do not require the Fund to provide additional
indemnification; nor do they provide more extensive indemnification to the
Fund. 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.
FUND EXPENSES. The table below sets forth information summarizing the expense
paid by the Fund, which includes the proposed level of fees payable to Warburg
as sub-advisor. Under the Warburg Sub-Advisory Agreement, the Advisor will pay
Warburg a fee calculated daily and paid monthly, at an annual rate of .50% of
the average daily net assets of the Fund. As noted above, the Fund's expenses
are not changed by approval of the Warburg Sub-Advisory Agreement:
INTERNATIONAL GROWTH FUND
<TABLE>
<CAPTION>
PRO FORMA
UNDER CURRENT UNDER PROPOSED
SHAREHOLDER TRANSACTION EXPENSES AGREEMENT AGREEMENT
-------------------------------- ------------- --------------
<S> <C> <C>
SHAREHOLDER TRANSACTION FEES
Class A shares (maximum sales charge
imposed on purchase as a percentage 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>
PRO FORMA
ANNUAL FUND OPERATING EXPENSES UNDER CURRENT UNDER PROPOSED
(AS A PERCENTAGE OF AVERAGE NET ASSETS) AGREEMENT 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 (Pro Forma) ................... 63 100 140 250
CLASS B SHARES
Current Agreement assuming a complete redemption
at end of period(2) ............................ 76 110 157 291(3)
Current Agreement assuming no
redemption(4) .................................. 26 80 137 291(3)
Proposed Agreement (Pro Forma) assuming a complete
redemption at end of period(2) ................. 76 110 157 291(3)
Proposed Agreement (Pro Forma) assuming no
redemption(4) .................................. 26 80 137 291(3)
CLASS S SHARES
Current Agreement assuming a complete redemption
at end of period(2) ............................ 76 110 157 291(3)
Current Agreement assuming no
redemption(4) .................................. 26 80 137 291(3)
Proposed Agreement (Pro Forma) assuming a complete
redemption at end of period(2) ................. 76 110 157 291(3)
Proposed Agreement (Pro Forma) assuming no
redemption(4) .................................. 26 80 137 291(3)
<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 Trustees gave
significant weight to Warburg's performance history and its practice of
broadly diversifying its international portfolios on a country basis.
Additional 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 and marketing considerations. 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 14, 1996
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT 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
<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.
Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
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.
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.
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.
PLEASE DATE, SIGN AND RETURN PROMPTLY.
DATED: ----------------------- , 1996
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.
-------------------------------
SIGNATURE(S)
