STEINROE VARIABLE INVESTMENT TRUST
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT dated as of January 3, 1995 between
STEINROE VARIABLE INVESTMENT TRUST, a business trust organized
under the laws of the Commonwealth of Massachusetts (the
"Trust"), on behalf of each of its separate series funds listed
on Schedule A hereto (each individually a "Fund" and,
collectively, the "Funds"), and XXXXX XXX & XXXXXXX INCORPORATED,
a corporation organized under the laws of the State of Delaware
(the "Administrator").
WHEREAS, the Trust has been organized as an open-end
management investment company registered as such under the
Investment Company Act of 1940, as amended ("Investment Company
Act"), and has authorized the issuance of shares of beneficial
interest in one or more separate series each representing
interests in a separate portfolio of securities and other assets,
which shares are to be issued and sold to and held by various
separate accounts of Keyport Life Insurance Company ("Keyport")
or separate accounts of other insurance companies that are
affiliated or are not affiliated with Keyport ("Participating
Insurance Company");
WHEREAS, the Trust, on behalf of each Fund, has entered into
a separate Fund Advisory Agreement with the Administrator (each
individually a "Fund Advisory Agreement" and, collectively, the
"Fund Advisory Agreements") providing for investment management;
and
WHEREAS, the Trust desires the Administrator to render
administrative services to the Funds in the manner and on the
terms and conditions hereinafter set forth (it being understood
that the Administrator will act as a transfer agent for the
shares of the Funds pursuant to a separate agreement);
NOW, THEREFORE, the Trust, on behalf of the Funds, and the
Administrator agree as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Trust hereby
engages the Administrator to provide administrative and oversight
services for the period, in the manner, and on the terms
hereinafter set forth. The Administrator hereby accepts such
engagement and agrees during such period to render the services
and to assume the obligations herein set forth. The
Administrator shall for all purposes herein be deemed to be an
independent contractor and shall, except as expressly provided or
authorized (whether herein or otherwise), have no authority to
act for or represent the Trust or any of the Funds in any way or
otherwise be deemed an agent of the Trust or any of the Funds.
2. ADMINISTRATIVE SERVICES. (a) The Administrator will
provide hereunder general administrative services and oversee the
operations of the Trust and the Funds ("Administrative
Services"), all subject to the direction and overall control of
the Board of Trustees of the Trust. Such Administrative Services
shall not include investment advisory, custodian, underwriting
and distribution, transfer agency or pricing and bookkeeping
services, but shall include, without limitation, (i) the
provision of office space, equipment and facilities necessary in
connection with the maintenance of the headquarters of the Trust;
(ii) the maintenance of the corporate books and records of the
Trust, other than its accounting books and records and those of
its records maintained by the Investment Adviser, the transfer
agent and the custodian of the Trust, and making arrangements for
meetings of the Trustees of the Trust; (iii) preparation and
filing of proxy materials and making arrangements for meetings of
shareholders or beneficial owners of the Funds;(iv) preparation
and filing of all required reports and all updating and other
amendments to the Trust's registration statement under the
Investment Company Act, the Securities Act of 1933 and the rules
and regulations thereunder; (v) calculation of distributions
required or advisable under the Internal Revenue Code of 1986;
(vi) periodic computation and reporting to the Investment Adviser
of the Funds' compliance with diversification and other portfolio
requirements of the Investment Company Act and the Internal
Revenue Code; (vii) development and implementation of general
shareholder and beneficial owner correspondence and
communications relating to the Funds, including the preparation
and filing of shareholder and beneficial owner reports as are
required or deemed advisable; and (viii) general oversight of the
custodial, net asset value computation, portfolio accounting,
financial statement preparation, legal, tax and accounting
services performed for the Trust or the Funds by others
(including, without limitation, by others pursuant to paragraph
(e) of this Section 2).
(b) The Administrator will preserve for the Trust all
records it maintains for the Trust as prescribed by the rules and
regulations of the Securities and Exchange Commission (the "SEC")
in the manner and for the time periods prescribed by such rules.
The Administrator agrees that all such records shall be the
property and under the control of the Trust and shall be made
available, within five business days of any request therefor, to
the Trust's Board of Trustees or auditors during regular business
hours at the Administrator's offices. In the event of
termination of this Agreement for any reason, all such records
shall be returned, without charge, promptly to the Trust, free
from any and all claim or retention of rights by the
Administrator, except that the Administrator may retain copies of
such records.
(c) The Administrator will report to the Trustees of the
Trust any potential or existing material irreconcilable conflict
among the interests of shareholders (the separate accounts of
insurance companies investing in the Trust) of which it is aware.
The Administrator will assist the Trustees in carrying out their
responsibilities under an Order from the SEC, dated July 1, 1988,
granting insurance companies and variable annuity and variable
life insurance separate accounts exemptions from the provisions
of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment
Company Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder,
to the extent necessary to permit shares of the Trust to be sold
to and held by variable annuity and variable life insurance
separate accounts of insurance companies affiliated and
unaffiliated with each other. The Investment shall provide the
Trustees with all information reasonably necessary for the
Trustees to consider any issues raised.
(d) The Administrator will not disclose or use any records
or information obtained pursuant to this Agreement in any manner
whatsoever except as expressly authorized herein, and will keep
confidential any information obtained pursuant to this Agreement,
and disclose such information only if the Trust has authorized
such disclosure, or it such disclosure is expressly required by
applicable federal or state regulatory authorities.
(e) The Administrator may, in its discretion, arrange for
Administrative Services and related services subject to this
Agreement to be provided to the Trust by the Administrator's
affiliate, Liberty Financial Companies, Inc. ("LFC"), or by any
of LFC's majority or greater owned subsidiaries.
3. EXPENSES BORNE BY ADMINISTRATOR. To the extent
necessary to perform its obligations under this Agreement, the
Administrator, at its own expense, shall furnish executive and
other personnel and office space, equipment and facilities, and
shall pay any other expenses incurred by it, in connection with
the performance of its duties hereunder, except that the Trust or
the Funds, as appropriate, shall reimburse the Administrator for
its out-of pocket costs, including telephone, postage and
supplies, incurred by it in connection with communications with
shareholders and beneficial owners of the Funds. The
Administrator shall pay all salaries, fees and expenses of
Trustees or officers of the Trust who are employees of the
Administrator. The Administrator shall not be obliged to bear
any other expenses incidental to the operations and business of
the Trust. The Administrator shall not be required to pay or
provide any credit for services provided by the Trust's
custodian, transfer agent or other agents, including the
Investment Adviser.
4. EXPENSES BORNE BY THE TRUST. The Trust or one or more
of the Funds, as appropriate, shall pay all expenses incidental
to the operations and business of the Trust and the Funds not
specifically assumed or agreed to be paid by the Administrator
pursuant to the Fund Advisory Agreements or this Agreement (as
the case may be), or by Keyport or any Participating Insurance
Company, including, without limitation:
(a) the fees of the Administrator as provided in Section 5
of this Agreement and of the Administrator in its capacity as
investment adviser under the Fund Advisory Agreements (in such
capacity, the "Investment Advisor");
(b) fees payable pursuant to any plan adopted by the Trust
pursuant to Rule 12b-1 under the Investment Company Act;
(c) all fees and charges of depositories, custodians and
other agencies for the safekeeping and servicing of the cash,
securities, and other property of the Trust or the Funds;
(d) all fees and charges of transfer, shareholder servicing,
shareholder record keeping and dividend disbursing agents and all
other expenses relating to the issuance and redemption of shares
of the Trust and the maintenance and servicing of shareholder
accounts;
(e) all charges for equipment or services used for obtaining
price quotations or for communication among the Administrator,
any sub-adviser appointed by the Trust, the Trust, Keyport or any
Participating Insurance Company, the custodian or any sub-
custodian, transfer agent or any other agent selected by the
Trust;
(f) all expenses incurred in periodic calculations of the
net asset value of the shares of the Funds;
(g) all charges for bookkeeping, accounting and tax
information services provided to the Trust by the custodian or
any subcustodian;
(h) all charges for services of the Trust's independent
auditors;
(i) all charges and expenses of outside legal counsel for
the Trust and for the Trustees of the Trust in connection with
legal matters relating to the Trust or the Funds;
(j) all compensation of the Trustees of the Trust other than
those Trustees who are interested persons of the Trust including,
without limitation, Trustees who are interested persons of LFC,
the Administrator, Keyport or any Participating Insurance
Company, or the principal underwriter of the Trust, and all
expenses (including expenses incident to Trustees' meetings),
incurred in connection with their services to the Trust;
(k) all expenses of preparation, printing and mailing of
notices and proxy solicitation material and of reports and other
communications to shareholders and beneficial owners of the Funds
and all other expenses (including proxy solicitation expenses)
incidental to meetings of the shareholders of the Funds:
(l) all expenses of preparation (including type setting) and
printing of annual or more frequent revisions of the Trust's
prospectuses and statements of additional information and
supplements thereto, of supplying each then-existing holder or
beneficial owner of shares of the Funds or purchaser thereof with
a copy of such revised prospectus or supplements, and of
supplying copies of such statements of additional information to
persons requesting the same;
(m) all expenses, if any, related to preparing, printing and
engraving and transmitting certificates representing shares of
the Trust;
(n) all expenses of bond and insurance coverage required by
law or deemed advisable by the Board of Trustees;
(o) all brokers' commissions and other normal charges
incident to the purchase and sale of portfolio securities;
(p) costs, including interest expense, of borrowing money;
(q) all taxes and corporate fees payable to federal, state
or other governmental agencies, domestic or foreign, and all
costs and expenses incident to the maintenance of the Trust's
legal existence;
(r) all expenses of registering and maintaining the
registration of the Trust under the Investment Company Act and
the shares of the Trust under the Securities Act of 1933, and all
expenses, if any, of qualifying and maintaining the qualification
of the shares of the Trust for sale under securities laws of
various states or other jurisdictions and of registration and
qualification of the Trust under all other laws applicable to the
Trust or its business activities;
(s) all fees, dues, and other expenses incurred by the Trust
in connection with its membership in any trade association or
other investment organization; and
(t) all miscellaneous business expenses.
The Trust or one or more of the Funds, as appropriate, shall
also bear all extraordinary, non-recurring expenses as may arise,
including but not limited to expenses incurred in connection with
litigation, proceedings and claims and expenses incurred in
connection with any obligation of the Trust or the Funds to
indemnify any person.
Expenses which are directly charged to or attributable to
any particular Fund shall be borne by that Fund and expenses
which are not solely attributable to any one Fund shall be
allocated among the Funds on a basis that the Trustees of the
Trust deem fair and equitable.
5. ADMINISTRATION FEE. For the services to be rendered by
the Administrator hereunder, the Trust, for the benefit of each
Fund, shall pay the Administrator out of the assets of such Fund
an annual fee in the amount described in Schedule B attached
hereto and made a part hereof.
6. NON-EXCLUSIVITY. The services of the Administrator to
the Trust hereunder are not to be deemed exclusive and the
Administrator shall be free to render similar services to others.
7. STANDARD OF CARE. Neither the Administrator, nor any of
its directors, officers or stockholders, agents or employees
shall be liable or responsible to the Trust or the Funds or their
shareholders (or the beneficial owners of their shares) for any
error of judgment, mistake of law or any loss arising out of any
act or omission in the performance by the Administrator of its
duties under this Agreement, except for liability resulting from
willful misfeasance, bad faith or gross negligence on the
Administrator's part or from reckless disregard by the
Administrator of its obligations and duties under this Agreement.
8. AMENDMENT. This Agreement may be amended at any time by
a written agreement executed by both parties hereto, provided
that with respect to amendments of substance such execution on
behalf of the Trust shall have been approved by the vote of a
majority of those Trustees who are not interested persons of the
Trust, the Administrator, the Investment Adviser, Keyport or a
Participating Insurance Company.
9. TERM AND TERMINATION. This Agreement shall begin on the
date first written above, and may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the
Trust, or by the vote of a majority of the outstanding voting
securities of the Trust, upon sixty (60) days' written notice to
the Administrator. This Agreement may be terminated by the
Administrator at any time upon sixty (60) days' written notice to
the Trust.
10. NON-LIABILITY OF TRUSTEES AND SHAREHOLDERS. As provided
in the Declaration of Trust of the Trust, a copy of which is on
file with the Secretary of State of The Commonwealth of
Massachusetts, any obligation of the Trust or the Funds hereunder
shall be binding only upon the assets and property of the Trust
or the applicable Funds, as the case may be, and shall not be
binding upon any Trustee, officer, employee, agent or shareholder
(or beneficial owner of shares) of the Trust, including, without
limitation, the officer of the Trust executing this Agreement on
its behalf. Neither the authorization of any action by the
Trustees or shareholders (or beneficial owners of shares) of the
Trust nor the execution of this Agreement on behalf of the Trust
shall impose any liability upon any Trustee or any shareholder
(or beneficial owner of shares).
11. HEADINGS. Headings are placed herein for convenience
of reference only and shall not be taken as a part hereof or
control or affect the meaning, construction or effect of this
Agreement.
12. INTERPRETATION; GOVERNING LAW. This Agreement shall be
interpreted under, and the performance of the Administrator under
this Agreement shall be consistent with, the provisions of the
Agreement and Declaration of Trust and the By-Laws of the Trust,
each as in effect from time to time, the terms of the Investment
Company Act, other applicable laws and regulations thereunder
(including any amendments hereafter adopted), the Internal
Revenue Code of 1986, as amended, and regulations thereunder, and
the Trust's prospectus and statement of additional information,
as from time to time in effect. The provisions of this Agreement
shall be construed and interpreted in accordance with the
domestic substantive laws of The Commonwealth of Massachusetts,
without giving effect to any conflicts or choice of laws rule or
provision that would result in the application of the domestic
substantive laws of any other jurisdiction; provided, however,
that if such law or any of the provisions of this Agreement
conflict with the applicable provisions of the Investment Company
Act, the latter shall control.
13. SEVERABILITY. If any provision of this Agreement shall
be held or made invalid by a court decision, a statute, a rule,
or otherwise, the remainder of this Agreement shall not be
affected thereby.
14. EFFECTIVE DATE. This Administration Agreement shall
become effective as of its date.
15. JOINDER AND REMOVAL OF FUNDS. In the event that the
Trust creates additional series funds, the Trust and the
Administrator may jointly amend Schedules A and B hereto with
respect to such new series fund, in which case such new series
fund shall thereupon be deemed to be a "Fund" for all purposes of
this Agreement. In the event that any Fund ceases to exist as a
separate series fund of the Trust, whether as a result of merger,
substitution or otherwise, from and after such event, such Fund
shall no longer be subject to this Agreement, and the Trust and
the Administrator may, if they desire, jointly amend Schedule A
hereto to reflect such event.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed
this agreement as of the date first above written.
STEINROE VARIABLE INVESTMENT TRUST
by ______________________________
Name:
Title:
XXXXX XXX & XXXXXXX INCORPORATED
by ______________________________
Name:
Title:
Schedule A
Administration Agreement
Funds
as of January 3, 1995
Capital Appreciation Fund
Managed Growth Stock Fund
Strategic Managed Assets Fund
Managed Assets Fund
Managed Income Fund
Mortgage Securities Income Fund
Cash Income Fund
Schedule B
Administration Agreement
Fee Schedule
The annual administration fee referred to in paragraph 5 of
this Agreement for each Fund shall be 0.15% of the net asset
value of such Fund. The applicable fee shall be accrued for each
calendar day and the sum of the daily fee accruals shall be paid
monthly on or before the tenth day of the following calendar
month. The daily accruals of the fee for such Fund will be
computed by (i) multiplying the annual percentage rate referred
to above by the fraction the numerator of which is one and the
denominator of which is the number of calendar days in the year,
and (ii) multiplying such product by the net asset value of such
Fund as determined in accordance with the Fund's prospectus as of
the previous business day on which the Fund was open for
business. The foregoing fee shall be prorated for any month
during which this Agreement is in effect for only a portion of
the month.
