KEYPORT VARIABLE INVESTMENT TRUST
Joinder And Release Agreement
With Respect To
Transfer Agency Agreement
AGREEMENT, made as of January 3, 1995, among KEYPORT VARIABLE
INVESTMENT TRUST, a business trust organized under the laws of The Commonwealth
of Massachusetts (the "Trust"), LIBERTY INVESTMENT SERVICES, INC., a
Massachusetts corporation ("LIS"), and COLONIAL INVESTORS SERVICE CENTER, INC.,
a Massachusetts corporation ("Colonial").
1. Reference is made to the Transfer Agency Agreement dated June 7, 1993 between
the Trust and LIS (as amended by Amendment No. One thereto dated May 2, 1994 and
in effect on the date hereof, the "Transfer Agency Agreement"). A copy of the
Transfer Agency Agreement (including said Amendment No. One) is attached hereto
as Annex A.
2. Each of the parties hereby agrees that, from and after the date hereof, (i)
Colonial shall become a party to the Transfer Agency Agreement in place of LIS,
and shall be the "Transfer Agent" for all purposes thereof, and (ii) LIS shall
be released from its obligations as Transfer Agent under the Transfer Agency
Agreement for all periods following the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed and delivered this Agreement as of the date first written
above.
KEYPORT VARIABLE INVESTMENT TRUST
By:Xxxxxxx X. Xxxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: President
COLONIAL INVESTORS SERVICE CENTER, INC.
By: Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
LIBERTY INVESTMENT SERVICES, INC.
By: Xxxx X. XxXxxxx, Xx.
Name: Xxxx X. XxXxxxx, Xx.
Title:
Annex A
FORM OF TRANSFER AGENCY AGREEMENT AND AMENDMENT
KEYPORT VARIABLE INVESTMENT TRUST
TRANSFER AGENCY AGREEMENT
TRANSFER AGENCY AGREEMENT dated June 7, 1993 between KEYPORT VARIABLE
INVESTMENT TRUST, a business trust organized under the laws of the Commonwealth
of Massachusetts (the "Trust"), and LIBERTY INVESTMENT SERVICES, INC., a
corporation organized under the laws of the Commonwealth of Massachusetts (the
"Transfer Agent").
WHEREAS, the Trust has been organized as an open-end management
investment company registered as such under the Investment Company Act of 1940
("Investment Company Act") and has authorized the issuance of shares of
beneficial interest in (i) Colonial-Keyport Government Securities Income Fund,
(ii) Colonial-Keyport Growth and Income Fund, and (iii) Colonial-Keyport
Utilities Income Fund (such funds, or series, being hereinafter collectively
referred to as the "Funds"), each Fund 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") and Liberty Life Assurance Company of Boston ("Liberty Life") or
separate accounts of other insurance companies that are affiliated or are not
affiliated with Keyport ("Participating Insurance Company") pursuant to a
Participation Agreement among the Trust, its principal underwriter and the
Participating Insurance Company ("Participation Agreement");
WHEREAS, the Trust desires the Transfer Agent to act as transfer and
dividend disbursing agent for the shares of the Funds in the manner and on the
terms and conditions hereinafter set forth.
NOW THEREFORE, the Trust and the Transfer Agent agree as follows:
1. Employment of the Transfer Agent. The Trust hereby appoints the Transfer
Agent as the transfer agent and the dividend disbursing agent for the shares of
the Funds for the period and on the terms hereinafter set forth. The Transfer
Agent hereby accepts such appointment and agrees during such period to render
the services and to assume the obligations herein set forth.
2. Representations and Agreements of the Trust. The Trust represents that the
number of authorized shares of each Fund is unlimited, and agrees to furnish to
the Transfer Agent such certificates and documents as the Transfer Agent may
reasonably request in connection with the performance of its duties hereunder.
The Trust will be responsible for compliance with the Investment
Company Act, the Securities Act of 1933 and all other applicable federal and
state laws in connection with the offering, issuance and sale and the redemption
or repurchase of shares of the Funds and the payment of dividends and
distributions thereon, and the Transfer Agent will have no responsibility,
liability or obligation thereunder.
3. Services to be provided. The Transfer Agent will perform the services set
forth on Schedule A hereto. It is understood that the shares of the Funds will
be held of record only by separate accounts ("Separate Accounts") of Keyport,
Liberty Life or other Participating Insurance Companies for the benefit of the
holders of variable annuity contracts ("VA contracts") and variable life
insurance policies ("VLI policies") offered and sold by the Separate Accounts,
and that the Transfer Agent's obligations, duties and responsibilities hereunder
shall relate only to the record Fund shareholder accounts of the Separate
Accounts, and not to the accounts of the holders of the VA contracts and VLI
policies.
The Transfer Agent shall maintain all records relating to the accounts
of record shareholders of the Funds which the Trust is required to maintain
pursuant to Rule 31a-1 under the Investment Company Act and shall preserve such
records for the periods prescribed by Rule 31a-2 thereunder. All such records
are and shall remain the property and under the control of the Trust and shall
upon request be made available during reasonable business hours to the Trust's
Board of Trustees or auditors at the Transfer Agent's offices.
4. Standard of Care. The Transfer Agent will at all times act in good faith in
the performance of its duties and obligations hereunder, but assumes no
responsibility and shall not be liable for loss or damage unless caused by the
negligence, bad faith or willful or wanton misconduct of the Transfer Agent or
its employees. The Transfer Agent shall be entitled to act, and shall have no
responsibility or liability for actions taken without negligence or willful or
wanton misconduct, upon any instruction believed by it to have been authorized
by the Trust or any Fund. The Transfer Agent shall in no event be liable for
consequential damages, lost profits or other special damages, even if informed
of the possibility of such damage or loss.
5. Uncontrollable Events. The Transfer Agent shall not be liable for damage,
delays or errors occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military authority, national
emergencies, fires, flood or catastrophe, acts of God, insurrection, war, riots
or failure of transportation, communication or power supply. However, the
Transfer Agent shall use reasonable care to minimize the likelihood of damage,
delays and errors resulting from an uncontrollable event, and should such
damage, delays or errors occur, shall use its best efforts to mitigate the
effects of such occurrence.
6. Indemnification. The Trust shall indemnify and hold the Transfer Agent, its
employees and agents harmless against any losses, claims, damages, judgments,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from action taken by the Transfer Agent in good faith with due care
and without negligence pursuant hereto or in accordance with instructions
believed by it to have been authorized by the Trust or any Fund.
7. Fees and Charges. For the services rendered by the Transfer Agent pursuant
hereto, the Trust, for the benefit of the Funds, shall pay the Transfer Agent a
fee in the amount shown in Schedule B hereto.
8. Term. This Agreement shall begin on the dated first written above and shall
continue until terminated by either party hereto upon not less than 120 days'
prior written notice to the other party.
9. 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 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
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 shall impose any
liability upon any Trustee or any shareholder (or beneficial owner of shares).
10. Interpretation; Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of Massachusetts, without
giving effect to the conflict of laws provisions thereof.
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 on the
date first above written.
KEYPORT VARIABLE INVESTMENT TRUST
By: Xxxxxxx X. Xxxxxxxxxxx
President
LIBERTY INVESTMENT SERVICES, INC.
By: Xxxxxxx X. Xxxxxxxxxxx
President
SCHEDULE A
Transfer Agency Agreement
The services to be performed by the Transfer Agent with respect to the
shares of each Fund pursuant to paragraph 3 are as follows:
1. Establishing and maintaining shareholder accounts as instructed and
reporting thereon;
2. Processing the issuance, transfer and redemption of shares in certificate
form, and recording and controlling shares outstanding in certificate and
non-certificate form. Acting as the designee of the Trust to receive orders for
the purchase of shares of the Funds from a Participating Insurance Company
pursuant to Section 1.1 of the Participation Agreement.
3. Reporting the number of outstanding Fund shares to the Trust and the Trust's
custodian on a daily basis.
4. Passing upon the adequacy of documents submitted by or on behalf of a
shareholder to transfer ownership or redeem shares.
5. Transferring ownership of shares upon the books of the appropriate Fund.
6. Redeeming shares and authorizing payment of the proceeds as instructed.
Acting as the designee of the Trust to receive requests for redemption of shares
of the Funds from a Participating Insurance Company pursuant to Section 1.5 of
the Participation Agreement.
7. Preparing and mailing account statements to the shareholder whenever
transaction activity effecting share balances are posted to a Fund account that
is of the type that should receive such statement.
8. Maintaining and updating a stop transfer file.
9. Balancing outstanding shares of record with the custodian prior to each
distribution and processing the reinvestment of dividends and distributions as
instructed.
10. Processing exchanges of shares of one Fund for another.
11. Reporting to the Trust and its custodian daily the capital stock activities
and dollar amount of transactions.
12. Maintaining and safeguarding an inventory of unissued blank stock
certificates, checks and other Trust records.
13. Providing such assistance as may be required to enable the Trust and its
properly authorized auditors, examiners and others designated by the Trust to
properly understand and examine all books, records, computer files, microfilm
and other items maintained pursuant to this Agreement, and to assist as required
in such examination.
14. Maintaining information, performing the necessary research and producing
reports required to comply with all applicable state escheat or abandoned
property laws.
15. Furnishing the Participating Company with notices of dividends and
distributions declared by the Funds.
The transfer agent will produce reports as requested by the Trust
including, but not limited to, the following:
Shareholder Account Confirmation As required
Certificates When requested
Proxy When required
1099 Annually
1042-S Annually
Transaction journals Daily
Record date position control Daily
Daily and (monthly) cash proof Daily
Daily (month) share proof Daily
Daily master control Daily
Account information reports When requested
(Monthly) cumulative transactions Monthly
Shareholder master list When requested
Activities statistics Monthly
Distribution journals As required
SCHEDULE B
Transfer Agency Agreement
The Transfer Agency fee referred to in paragraph 7 of this Agreement for each
Fund shall be in the amount of $7,500 per year, payable in monthly installments
of $625. The foregoing fee shall be pro-rated for any month during which this
Agreement is in effect for only a portion of the month.
AMENDMENT NO. ONE
TO
TRANSFER AGENCY AGREEMENT
AGREEMENT dated May 2, 1994 between Keyport Variable Investment Trust,
a Massachusetts business trust (the "Trust"), and Liberty Investment Services,
Inc. a Massachusetts corporation ("LIS").
Reference is made to the Transfer Agency Agreement dated as of June 7.
1993 between the Trust and LIS. The parties hereby agree that each of
Colonial-Keyport International Fund for Growth, Colonial-Keyport U.S. Fund for
Growth and Colonial-Keyport Strategic Income Fund shall become a "Fund" for all
purposes of such agreement effective from and after the later of (i) the date
first written above or (ii) the date on which the offer and sale of shares of
such Fund has been registered under the Securities Act and the Investment
Company Act pursuant to an effective Registration Statement of the Trust on Form
N-1A.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above
KEYPORT VARIABLE INVESTMENT TRUST
By: Xxxxxxx X. Xxxxxxxxxxx
President
LIBERTY INVESTMENT SERVICES, INC.
By: Xxxxxx X. Xxxxxx
Title:
