XXXXX XXXXX VARIABLE TRUST
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT effective as of this 6th day
of August 2012, between Xxxxx Xxxxx
Variable Trust, a Massachusetts business trust
(the "Trust") on behalf of its series listed on
Appendix A (each referred to herein as the
"Fund") and Xxxxx Xxxxx Management, a
Massachusetts business trust (the
"Administrator").
IN CONSIDERATION of the mutual
promises and undertakings herein contained,
the parties hereto agree with respect to the
Fund:
1. Duties of the Administrator. The
Trust hereby employs the Administrator to
act as administrator of the Fund and to
administer its affairs, subject to the
supervision of the Trustees of the Trust, for
the period and on the terms set forth in this
Agreement.
The Administrator hereby accepts such
employment, and undertakes to afford to the
Trust the advice and assistance of the
Administrator's organization in the
administration of the Fund and to furnish for
the use of the Fund office space and all
necessary office facilities, equipment and
personnel for administering the affairs of the
Fund and to pay the salaries and fees of all
officers and Trustees of the Trust who are
members of the Administrator's
organization and all personnel of the
Administrator performing services relating to
administrative activities. The Administrator
shall for all purposes herein be deemed to be
an independent contractor and shall, except
as otherwise expressly provided or
authorized, have no authority to act for or
represent the Trust in any way or otherwise
be deemed an agent of the Trust.
In connection with its responsibilities as
Administrator of the Fund, the Administrator
will:
.. assist in preparing all annual, semi-
annual and other reports required to be sent
to Fund shareholders and/or filed with the
Securities and Exchange Commission
("SEC"), and arrange for such filing and
printing and dissemination of such reports to
shareholders;
.. prepare and assemble all reports
required to be filed by the Trust on behalf of
the Fund with the SEC on Form N-SAR, or on
such other form as the SEC may substitute for
Form N-SAR, and file such reports with the
SEC;
.. review the provision of services by the
Fund's independent public accounting firm,
including, but not limited to, the preparation
by such firm of audited financial statements of
the Fund and the Fund's federal, state and
local tax returns; and make such reports and
recommendations to the Trustees of the Trust
concerning the performance of the
independent accountants as the Trustees
deem appropriate;
.. arrange for the filing with the
appropriate authorities all required federal,
state and local tax returns;
.. arrange for the dissemination to
shareholders of the Fund's proxy materials,
and oversee the tabulation of proxies by the
Fund's transfer agent or other duly
authorized proxy tabulator;
.. review and supervise the provision of
custodian services to the Fund; and make such
reports and recommendations to the Trustees
concerning the provision of such services as
the Trustees deem appropriate;
.. oversee the valuation of all such
portfolio investments and other assets of the
Fund as may be designated by the Trustees
(subject to any guidelines, directions and
instructions of the Trustees), and review and
supervise the calculation of the net asset
value of the Fund's shares by the custodian;
.. negotiate the terms and conditions
under which transfer agency and dividend
disbursing services will be provided to the
Fund, and the fees to be paid by the Fund in
connection therewith; review and supervise
the provision of transfer agency and dividend
disbursing services to the Fund; and make
such reports and recommendations to the
Trustees concerning the performance of the
Fund's transfer and dividend disbursing
agent as the Trustees deem appropriate;
.. establish the accounting policies of the
Fund; reconcile accounting issues that may
arise with respect to the Fund's operations;
and consult with the Fund's independent
accountants, legal counsel, custodian,
accounting and bookkeeping agents and
transfer and dividend disbursing agent as
necessary in connection therewith;
.. determine the amount of all
distributions (if any) to be paid by the Fund to
its shareholders; prepare and arrange for the
publishing of notices to shareholders
regarding such distributions (if required) and
provide the Fund's transfer and dividend
disbursing agent and custodian with such
information as is required for such parties to
effect the payment of distributions;
.. review the Fund's bills and authorize
payments of such bills by the Fund's
custodian;
.. oversee services provided to the Fund
by external counsel;
.. arrange for the preparation and filing
of all other reports, forms, registration
statements and documents required to be
filed by the Trust on behalf of the Fund with
the SEC and any other regulatory body; and
.. provide other internal legal, auditing,
accounting and administrative services as
ordinarily required in conducting the Fund's
business affairs.
Notwithstanding the foregoing, the
Administrator shall not be deemed to have
assumed any duties with respect to, and shall
not be responsible for, the management of
the Fund's assets or the rendering of
investment advice and supervision with
respect thereto or the distribution of shares
of the Fund, nor shall the Administrator be
deemed to have assumed or have any
responsibility with respect to functions
specifically assumed by any transfer agent,
custodian or shareholder servicing agent of
the Trust or the Fund.
2. Allocation of Charges and
Expenses. The Administrator shall pay the
entire salaries and fees of all of the Trust's
Trustees and officers who devote part or all of
their time to the affairs of the Administrator,
and the salaries and fees of such persons shall
not be deemed to be expenses incurred by
the Trust for purposes of this Section 2.
Except as provided in the foregoing sentence,
the Administrator shall not pay any expenses
relating to the Trust or the Fund including,
without implied limitation:
.. expenses of maintaining the Fund and
continuing its existence;
.. commissions, fees and other expenses
connected with the acquisition and
disposition of securities and other
investments;
.. auditing, accounting and legal
expenses;
.. taxes and interest;
.. governmental fees;
.. expenses of issue, sale, repurchase and
redemption of shares;
.. expenses of registering and qualifying
the Trust, the Fund and its shares under
federal and state securities laws and of
preparing and printing prospectuses for such
purposes and for distributing the same to
shareholders and investors, and fees and
expenses of registering and maintaining
registrations of the Fund under state
securities laws;
.. registration of the Trust under the
Investment Company Act of 1940;
.. expenses of reports and notices to
shareholders and of meetings of shareholders
and proxy solicitations therefor;
.. expenses of reports to regulatory
bodies;
.. insurance expenses;
.. association membership dues;
.. fees, expenses and disbursements of
custodians and subcustodians for all services
to the Fund (including without limitation
safekeeping of funds, securities and other
investments, keeping of books and accounts
and determination of net asset values);
.. fees, expenses and disbursements of
transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars
for all services to the Fund;
.. expenses for servicing shareholder
accounts;
.. any direct charges to shareholders
approved by the Trustees of the Trust;
.. compensation and expenses of
Trustees of the Trust who are not members of
the Administrator's organization;
.. all payments to be made and expenses
to be assumed by the Fund in connection with
the distribution of Fund shares;
.. any pricing or valuation services
employed by the Fund to value its
investments including primary and
comparative valuation services;
.. any investment advisory, sub-advisory
or similar management fee payable by the
Fund;
.. all expenses incurred in connection
with the Fund's use of a line of credit; and
.. such non-recurring items as may arise,
including expenses incurred in connection
with litigation, proceedings and claims and
the obligation of the Trust to indemnify its
Trustees and officers with respect thereto.
3. Compensation of Administrator.
The Administrator shall receive compensation
(if any) from the Trust on behalf of the Fund in
respect of the services to be rendered and
the facilities to be provided by the
Administrator under this Agreement as set
forth on Appendix A.
4. Other Interests. It is understood
that Trustees and officers of the Trust and
shareholders of the Fund are or may be or
become interested in the Administrator as
trustees, officers, employees, shareholders or
otherwise and that trustees, officers,
employees and shareholders of the
Administrator are or may be or become
similarly interested in the Fund, and that the
Administrator may be or become interested
in the Fund as shareholder or otherwise. It is
also understood that trustees, officers,
employees and shareholders of the
Administrator may be or become interested
(as directors, trustees, officers, employees,
shareholders or otherwise) in other
companies or entities (including, without
limitation, other investment companies) which
the Administrator may organize, sponsor or
acquire, or with which it may merge or
consolidate, and which may include the words
"Xxxxx Xxxxx" or any combination thereof
as part of their name, and that the
Administrator or its subsidiaries or affiliates
may enter into advisory or management or
administration agreements or other contracts
or relationships with such other companies or
entities.
5. Limitation of Liability of the
Administrator. The services of the
Administrator to the Trust and the Fund are
not to be deemed to be exclusive, the
Administrator being free to render services to
others and engage in other business activities.
In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard
of obligations or duties hereunder on the part
of the Administrator, the Administrator shall
not be subject to liability to the Trust or the
Fund or to any shareholder of the Fund for
any act or omission in the course of, or
connected with, rendering services hereunder
or for any losses which may be sustained in
the acquisition, holding or disposition of any
security or other investment.
6. Sub-Administrators. The
Administrator may employ one or more sub-
administrators from time to time to perform
such of the acts and services of the
Administrator and upon such terms and
conditions as may be agreed upon between
the Administrator and such sub-
administrators and approved by the Trustees
of the Trust, all as permitted by the
Investment Company Act of 1940.
7. Duration and Termination of this
Agreement. This Agreement shall become
effective upon the date of its execution, and,
unless terminated as herein provided, shall
remain in full force and effect through and
including the second anniversary of the
execution of this Agreement and shall
continue in full force and effect indefinitely
thereafter, but only so long as such
continuance after such date is specifically
approved at least annually (i) by the Board of
Trustees of the Trust and (ii) by the vote of a
majority of those Trustees of the Trust who
are not interested persons of the
Administrator or the Trust.
Either party hereto may, at any time on
sixty (60) days' prior written notice to the
other, terminate this Agreement without the
payment of any penalty, by action of Trustees
of the Trust or the trustee of the
Administrator, as the case may be, and the
Trust may, at any time upon such written
notice to the Administrator, terminate this
Agreement by vote of a majority of the
outstanding voting securities of the Fund.
This Agreement shall terminate automatically
in the event of its assignment.
8. Amendments of the Agreement.
This Agreement may be amended by a writing
signed by both parties hereto, provided that
no amendment to this Agreement shall be
effective until approved (i) by the vote of a
majority of those Trustees of the Trust who
are not interested persons of the
Administrator or the Trust, and (ii) by vote of
the Board of Trustees of the Trust. Additional
series of the Trust, however, will become a
Fund hereunder upon approval by the
Trustees of the Trust and amendment of
Schedule A.
9. Limitation of Liability. The Fund
shall not be responsible for the obligations of
any other series of the Trust. Each party
expressly acknowledges the provision in the
other party's Declaration of Trust limiting
the personal liability of trustees, officers and
shareholders, and each party hereby agrees
that it shall only have recourse to the assets of
the other party for payment of claims or
obligations arising out of this Agreement and
shall not seek satisfaction from the Trustees,
officers or shareholders of the other party.
10. Use of the Name "Xxxxx
Xxxxx". The Administrator hereby consents
to the use by the Fund of the name "Xxxxx
Xxxxx" as part of the Fund's name;
provided, however, that such consent shall be
conditioned upon the employment of the
Administrator or one of its affiliates as the
administrator of the Fund. The name "Xxxxx
Xxxxx" or any variation thereof may be used
from time to time in other connections and
for other purposes by the Administrator and
its affiliates and other investment companies
that have obtained consent to the use of the
name "Xxxxx Xxxxx." The Administrator
shall have the right to require the Fund to
cease using the name "Xxxxx Xxxxx" as part
of the Fund's name if the Fund ceases, for
any reason, to employ the Administrator or
one of its affiliates as the Fund's
administrator. Future names adopted by the
Fund for itself, insofar as such names include
identifying words requiring the consent of the
Administrator, shall be the property of the
Administrator and shall be subject to the
same terms and conditions.
11. Certain Definitions. The term
"interested persons" when used herein shall
have the respective meanings specified in the
Investment Company Act of 1940 as now in
effect or as hereafter amended subject,
however, to such exemptions as may be
granted by the Securities and Exchange
Commission by any rule, regulation or order.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be
executed on the day and year first above
written.
XXXXX XXXXX VARIABLE TRUST XXXXX
XXXXX MANAGEMENT
By By
Xxxxxxx Xxxxxxxx Xxxxxxx X.
Gemma
Treasurer Vice President
Appendix A
Fund Fee
Xxxxx Xxxxx VT Floating-Rate Income Fund
--
Xxxxx Xxxxx VT Large-Cap Value Fund --
A-15
021_0032
