THE SIERRA VARIABLE TRUST
ADMINISTRATION AGREEMENT
January 30, 1998
Xxxxxxx Xxxxx Securities Services, Inc.
000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Ladies and Gentlemen:
The Sierra Variable Trust (the "Trust"), an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts, confirms its
agreements with Xxxxxxx Xxxxx Securities Services, Inc. ("Xxxxxxx Xxxxx"), a
corporation organized under the laws of the state of Washington, regarding
administration services to be provided by Xxxxxxx Xxxxx in connection with each
of the investment funds offered from time to time by the Trust (individually, a
"Fund" and together, the "Funds"). Xxxxxxx Xxxxx agrees to provide services upon
the following terms and conditions:
1. Investment Description: Appointment
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The Trust desires to employ the Trust's capital by investing and
reinvesting (a) in investments of the kind, and in accordance with the
limitations, specified in (i) the Trust's Agreement and Declaration of Trust
dated January 27, 1993, as amended from time to time (the "Declaration of
Trust"), and (ii) the prospectuses (the "Prospectus") and statement of
additional information (the "Statement") relating to the Trust contained in the
Trust's Registration statement on Form N-1A, File No. 33-57732, filed with the
Securities and Exchange Commission (the "Registration Statement") and (b) in
such manner and to such extent as may from time to time be approved by the
Trust's Board of Trustees. Copies of the Prospectus, the Statement and the
Declaration of Trust have been submitted to Xxxxxxx Xxxxx. The Trust desires to
employ and hereby appoints Xxxxxxx Xxxxx to act as the Trust's administrator.
Xxxxxxx Xxxxx accepts this appointment and agrees to furnish the services
described herein for the compensation set forth below.
2. Services as Administrator.
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Subject to the supervision and direction of the Board of Trustees of the
Trust, Xxxxxxx Xxxxx is responsible for all administrative functions with
respect to the Trust and will (a) assist in supervising all aspects of the
operations of the Trust except those performed by the Trust's investment adviser
and sub-advisers under their respective investment management and sub-advisory
agreements; (b) supply the Trust with office facilities (which may be in Xxxxxxx
Xxxxx'x own offices, statistical and research data, data processing services,
clerical, accounting and bookkeeping services (including, but not limited to,
the calculation of the net asset values of shares of the Trust), internal
auditing and legal services, internal executive and administrative
services, and stationery and office supplies; (c) prepare reports to the Trust's
shareholders and materials for the Board of Trustees of the Trust; (d) prepare
tax returns; (e) prepare reports to and filings with the Securities and Exchange
Commission and state regulatory authorities; (f) cooperate with the Trust's
transfer agent for the purpose of establishing and implementing procedures to
ensure that the Trust's transfer agency and shareholder relations functions are
efficiently carried out; and (g) provide such other similar services as the
Trust may reasonably request to the extent permitted under application statutes,
rules and regulations. The services to be performed by Xxxxxxx Xxxxx hereunder
may be delegated by it, in whole or in part, to one or more sub-administrators
provided that any delegation of duties to a sub-administrator shall not relieve
Xxxxxxx Xxxxx of its responsibilities hereunder. Notwithstanding anything to the
contrary in this Agreement, Xxxxxxx Xxxxx shall not be responsible for the
performance of any duties which are required to be performed by the Trust's
transfer agent.
3. Compensation
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a. In consideration of services rendered pursuant to this Agreement, the
Trust will pay Xxxxxxx Xxxxx on the first business day of each month a fee for
the previous month at an annual rate of 0.18% of each Fund's average daily net
assets, out of which fee Xxxxxxx Xxxxx shall pay expenses as described in
Section 4 including, without limitation, fees of any sub-administrator engaged
by Xxxxxxx Xxxxx and the base fees and charges (but not transaction based fees
and out-of-pocket expenses) of the Trust's custodian. The fee for the period
from the date a Fund commences operations to the end of that month shall be
prorated according to the proportion such period bears to the full monthly
period.
b. Upon any termination of this Agreement before the end of any month,
the fee such part of a month shall be prorated according to the proportion for
which such period bears to the full monthly period and shall be payable upon the
date of termination of this Agreement. For the purpose of determining fees
payable to Xxxxxxx Xxxxx, the value of each Fund's net assets shall be computed
at the times and in the manner specified in the Prospectus and/or the Statement
relating to the Fund as from time to time in effect.
4. Expenses
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Xxxxxxx Xxxxx will bear all expenses in connection with the performance of
its services under this Agreement, including, without limitation, payment of the
fee to the custodian, and any sub-administrator described in Paragraph 2 above.
The Trust will bear certain other expenses to be incurred in its operation,
including: organizational expenses; taxes, interest, brokerage fees and
commissions, if any; fees of trustees of the Trust who are not officers,
director, or employees of Composite Research & Management Co., each Fund's sub-
adviser or sub-administrator, sub-transfer agent or any of their affiliates;
federal regulatory fees and state Blue Sky qualification fees; out-of-pocket
expenses of custodians, transfer and dividend disbursing agents and the Trust's
sub-administrator or sub-transfer agent and transaction charges of custodians;
insurance premiums; outside auditing and legal expenses; costs of maintenance of
the Trust's existence; costs attributable to investor services, including,
without limitation, telephone and
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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 Trust and of the officers or Board of Trustees of the Trust;
and any extraordinary expenses.
5. Standard of Care
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Xxxxxxx Xxxxx shall exercise its best judgment in rendering the services
listed in Paragraph 2 above. Xxxxxxx Xxxxx shall not be liable for any error of
judgment or mistake of law or for any loss suffered by a 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. Term of Agreement
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This Agreement shall become effective as of the execution date and shall
continue for an initial two-year term and shall continue automatically from
year-to-year thereafter unless terminated in accordance with the following
sentence. This Agreement is terminable at any time, without penalty, on 60 days'
written notice, by the Board of Trustees of the Trust or upon 90 days' written
notice, by Xxxxxxx Xxxxx.
7. Service to Other Companies or Accounts
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The Trust understands that Xxxxxxx Xxxxx may act in the future as
administrator to other investment companies or series of investment companies,
and the Trust has no objection to Xxxxxxx Xxxxx'x so acting. The Trust
understands that the persons employed by Xxxxxxx Xxxxx to assist in the
performance of Xxxxxxx Xxxxx'x duties under this Agreement will not devote their
full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of Xxxxxxx Xxxxx or any affiliate of
Xxxxxxx Xxxxx to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature.
8. Representations of the Trust and Xxxxxxx Xxxxx
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The Trust represents that (a) a copy of the Declaration of Trust is on file
in the office of the Secretary of the Commonwealth of Massachusetts, (b) the
appointment of Xxxxxxx Xxxxx has been duly authorized and (c) it has acted and
will continue to act in conformity with the 1940 Act and other applicable laws.
Xxxxxxx Xxxxx represents that it is authorized to perform the services described
herein.
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9. Limitation of Liability
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This Agreement has been executed on behalf of the Trust by the undersigned
officer of the Trust in his capacity as an officer of the Trust. The obligations
of this Agreement shall be binding only upon the assets and property of the
Trust and shall not be binding upon any Trustee, officer, or shareholder of the
Trust individually.
10. Entire Agreement
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This Agreement constitutes the entire agreement between the parties hereto.
11. Governing Law
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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,
THE SIERRA VARIABLE TRUST
By /s/ XXXXX X.XXXXX
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Name: Xxxxx X. Xxxxx
Title: PRESIDENT
Accepted:
XXXXXXX XXXXX SECURITIES SERVICES, INC.
By /s/ XXXXXXX X. XXXXXX
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Name:
Title: PRESIDENT
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