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EXHIBIT 6(a)
DISTRIBUTION AGREEMENT
AGREEMENT, dated as of April 19, 1993, by and between THE
SIERRA VARIABLE TRUST (the "Trust") and SIERRA INVESTMENT SERVICES CORPORATION
("Sierra Services").
WITNESSETH:
WHEREAS, the Trust is a Massachusetts business trust organized
under the laws of the State of Massachusetts whose shareholders are and will be
separate accounts in unit investment trust form ("Eligible Separate Accounts")
of insurance companies;
WHEREAS, variable annuity and insurance product ("Variable
Products") net premiums and considerations will be allocated to Eligible
Separate Accounts for investment in the Trust;
WHEREAS, the Trust's shares may not be sold separately from
the Variable Products;
WHEREAS, the Trust desires Sierra Services to undertake
marketing activities with respect to Trust shares;
WHEREAS, the Trust is registered as an open-end investment
company under the Investment Company Act of 1940 ("Investment Company Act");
WHEREAS, the Investment Company Act prohibits any principal
underwriter for a registered open-end investment company from offering for
sale, selling, or delivering after sale any security of which such company is
the issuer, except pursuant to a written contract with such company, and Sierra
Services will
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be a principal underwriter for sale of securities issued by the Trust;
WHEREAS, Sierra Services is registered as a broker-dealer
under the Securities Exchange Act of 1934 ("Securities Exchange Act") and is a
member of the National Association of Securities Dealers, Inc. ("NASD");
NOW THEREFORE, the Trust and Sierra Services agree as follows:
Section 1. The Trust has approved a Memorandum of
"Procedures for Monitoring Potential Conflicts Among Insurance Company
Shareholders" (the "Procedures"). This Agreement shall be subject to the
provisions of the Procedures, the terms of which are incorporated herein by
reference, made a part hereof and controlling. The Procedures may be amended
or superseded, without prior notice, and this Agreement shall be deemed amended
to the extent the Procedures are amended or superseded. Sierra Services
represents and warrants that it will act in a manner consistent with such
Procedures as so set forth and as they may be amended or superseded, so long as
it is a principal underwriter of the Trust. This provision shall survive the
termination of this Agreement.
Section 2. Sierra Services is hereby authorized, from
time to time, to enter into separate written agreements ("Participation
Agreements" or, individually, a "Participation Agreement"), on terms and
conditions not inconsistent with this Agreement, with insurance companies which
have Eligible Separate Accounts and
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which agree to participate in the distribution of Trust shares, directly or
through affiliated broker-dealers (collectively, with the insurance companies
the "Participating Insurance Companies"), by means of distribution of Variable
Products and to use their best efforts to solicit applications for Variable
Products. Each Participation Agreement shall be entered into jointly with the
Participating Insurance Company and the Eligible Separate Account. Sierra
Services may not enter into any Participation Agreement with any Participating
Insurance Company that is more favorable than that maintained with any other
Participating Insurance Company and Eligible Separate Account.
Section 3. Such Participating Insurance Companies and
their agents or representatives soliciting applications for Variable Products
shall be duly and appropriately licensed, registered or otherwise qualified for
the sale of Variable Products under any applicable insurance laws and any
applicable securities laws of one or more states or other jurisdictions in
which Variable Products may be lawfully sold. Each such Participating
Insurance Company shall be both registered as a broker-dealer under the
Securities Exchange Act and a member of the NASD. Each such Participating
Insurance Company shall agree to comply with all laws and regulations, whether
federal or state, and whether relating to insurance, securities or other
general areas, including but not limited to the record-keeping and sales
supervision requirements of such laws and regulations.
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Section 4. Purchases and redemptions of Trust shares
shall be at the net asset value for the appropriate Fund, computed as set forth
in the most recent Prospectus and Statement of Additional Information relating
to the Trust contained in its Registration Statement on Form N-1A, File No.
33-57732, or any amendments thereto, and any supplements thereto ("Registration
Statement"). Trust shares may not be sold or transferred except to an Eligible
Separate Account with the prior approval of the Trust's Board of Trustees.
Section 5. The Trust shall not pay any compensation to
Sierra Services for services as principal underwriter herein, nor shall the
Trust reimburse Sierra Services for any expenses related to such services.
Sierra Services may, but need not, pay or charge other Participating Insurance
Companies pursuant to agreements as described in Section 2.
Section 6. The Trust represents to Sierra Services that
the Registration Statement contains all statements and information which are
required to be stated therein by the Securities Act of 1933 and in all respects
conform to the requirements thereof, and neither the Trust Prospectus nor the
SAI include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the foregoing representations
shall not apply to information contained in or omitted from the Trust
Prospectus and SAI in reliance upon, and
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in conformity with, written information furnished by Sierra Services
specifically for use in the preparation thereof.
In this connection Sierra Services acknowledges that the
day-to-day operations of the Trust, including without limitation, investment
management, securities brokerage allocation, cash control, accounting, record
keeping and other administrative, marketing and regulatory compliance
functions, are carried on and may in the future be carried on by Sierra
Services its affiliates Sierra Investment Advisors Corporation and Sierra Fund
Administration Corporation (the "Sierra Companies") and other parties
unaffiliated with Sierra Services on behalf of the Trust (collectively, the
"Preparing Parties"), under various agreements and arrangements, and that such
activities in large measure provide the basis upon which statements and
information are included or omitted from the Registration Statement. Sierra
Services further acknowledges that because of the foregoing arrangements, the
preparation of the Registration Statement is substantially in the control of
the Preparing Parties, subject to the broad supervisory authority and
responsibility of the Trust's Board of Trustees, and that, essentially, the
only Registration Statement information not independently known to, or prepared
by, the Preparing Parties is personal information as to each Trustee's full
name, age, background, business experience and other personal information that
may require disclosures under securities laws and for which
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the Preparing Parties necessarily must rely on each such Trustee to produce.
Section 7. The Trust will periodically prepare
Prospectuses (and, if applicable, SAIs) and any supplements thereto and shall
make camera ready copy available to Sierra Services for reproduction by it or
the Participating Insurance Companies. The Trust shall pay the cost of
reproducing its Prospectuses (and SAIs) for use by Sierra Services or other
Participating Insurance companies pursuant to this Agreement for existing
Contract Owners. Sierra Services shall pay the costs of reproducing any other
Trust documents (such as semi-annual reports) used as sales material.
Section 8. The Trust shall make available to Sierra
Services copies of Trust proxy materials and semi-annual reports, and any
supplements thereto in such numbers as the Participating Insurance Companies
may reasonably request for distribution to existing Contract Owners. The Trust
will use its best efforts to provide notice to Sierra Services of anticipated
filings or supplements. Sierra Services may from time to time authorize in
writing descriptions of the Trust for use in sales literature or advertising by
the Participating Insurance Companies (including brochures, letters,
illustrations and other similar materials, whether transmitted directly to
potential applicants or published in print or audio-visual media), which
authorization will not unreasonably withheld or delayed.
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Section 9. Sierra Services shall furnish to the Trust,
at least quarterly, reports as to the sales of Trust shares made pursuant to
this Agreement. These reports may be combined with any similar report prepared
by Sierra Services or any of the Preparing Parties.
Section 10. Sierra Services shall submit to all
regulatory and administrative bodies having jurisdiction over the operations of
Sierra Services, the Trust, or any Participating Insurance Company, present or
future, any information, reports or other material which any such body by
reason of this Agreement may request or require as authorized by applicable
laws or regulations.
Section 11. This Agreement shall be subject to the
provisions of the Investment Company Act, the Securities Exchange Act and the
Securities Act of 1933 and the rules, regulations, and rulings thereunder and
of the NASD, from time to time in effect, including such exemptions from the
Investment Company Act and no action positions as the Securities and Exchange
Commission or its staff may grant, and the terms hereof shall be interpreted
and construed in accordance therewith. Without limiting the generality of the
foregoing, (a) the term "assigned" shall not include any transaction exempted
from section 15(b)(2) of the Investment Company Act and (b) the vote of the
persons having voting rights in respect of the Trust referred to in Section 12
shall be the affirmative votes of the lesser of (1) the holders of more than
50% of all votes entitled to be cast in respect of the Trust
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or (ii) the holders of at least 67% of the votes which are present at a meeting
of such persons in the holders of more than 50% of all votes entitled to be
cast in respect of the Trust are present or represented by proxy at such
meeting, in either case voted in accordance with the provisions of the Policy.
Section 12. This Agreement shall continue in effect only
so long as such continuance is specifically approved at least annually by a
majority of the Trustees of the Trust who are not interested persons of the
Trust or Sierra Services and by (a) persons having voting rights in respect of
the Trust, by the vote stated in Section 11, voted in accordance with the
provisions of the Policy, or (b) the Board of Trustees of the Trust.
Section 13. This Agreement shall terminate automatically
if it shall be assigned.
Section 14. A copy of the Agreement and Declaration of Trust
of the Trust is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property of
the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
Attest: THE SIERRA VARIABLE TRUST
By: /s/ Xxxxx X. Xxxx By: /s/ F. Xxxxx Xxxxxx
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Name: Xxxxx X. Xxxx Name: F. Xxxxx Xxxxxx
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Title: Administrative Assistant Title: Chairman of the Board
------------------------- and President
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Attest: SIERRA INVESTMENT SERVICES
CORPORATION
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxxx X. Xxxx Name: Xxxxx Xxxxx
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Title: Administrative Assistant Title: Executive Vice President,
------------------------- Treasurer and Secretary
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