TRANSFER AGENT CONTRACT
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TRANSFER AGENT CONTRACT (this "AGREEMENT"), dated, March __, 1998,
between The Sierra Variable Trust (the "Trust"), a Massachusetts business
trust, and Xxxxxxx Xxxxx Securities Services, Inc. (the "Transfer Agent"), a
Washington corporation.
W I T N E S S E T H
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WHEREAS, the Trust is authorized to issue shares in separate series, with
each series representing a separate portfolio of securities and other assets
(each a "Series");
WHEREAS, the Trust initially intends to offer shares in those Series
identified in the attached Exhibit 1, each such Series, together with all other
Series subsequently established by the Trust shall be subject to this Agreement
in accordance with Section 8;
WHEREAS, the Trust desires the Transfer Agent to perform the services set
forth in Schedule A attached hereto and incorporated herein by reference, and
the Transfer Agent is willing to perform such services;
NOW THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto agree as follows:
1. The Transfer Agent shall perform for the Trust the services set forth
in Schedule A for a monthly fee as set forth in Schedule B attached hereto and
incorporated herein by reference.
2. The Trust agrees to reimburse the Transfer Agent for postage, the
procurement and/or printing of statements, envelopes, checks, reports, tax
forms, proxies, or other forms of printed material required in the performance
of its services to the Trust under this Agreement.
3. The Trust agrees to reimburse the Transfer Agent for all freight and
other delivery charges and insurance or bonding charges incurred by the Transfer
Agent in delivering materials to and from the Trust and its shareholders
("Shareholders").
4. The Trust agrees to reimburse the Transfer Agent for all direct
telephone expenses incurred by the Trust in calling Shareholders regarding their
Trust transactions, accounts, and for any other Trust business.
5. The Trust agrees that all computer programs and procedures developed
to perform services required under this Agreement are the property of the
Transfer Agent and the Transfer Agent agrees that all records and other data,
except computer programs and procedures, are the property of the Trust. The
Transfer Agent agrees that it will furnish
all records and other data as may be requested to the Trust immediately upon
termination of this Agreement for any reason whatsoever.
6. The Transfer Agent agrees to treat all records and other information
relative to the Trust with utmost confidence and further agrees that all records
maintained by the Transfer Agent for the Trust shall be open to inspection and
audit at reasonable times by the officers, agents or auditors employed by the
Trust and that such records shall be preserved and retained by the Transfer
Agent so long as this agreement shall remain in effect.
7. The Transfer Agent shall not be liable for any damage, loss of data,
delay or any other loss caused by any such power failure or machine breakdown,
except that the Transfer Agent shall be liable for actual out-of-pocket costs
caused by any such power failure or machine breakdown, and the Transfer Agent
shall recover the data in process that is assumed lost during any power failure
or machine breakdown.
8. In the event that the Trust establishes one or more Series in addition
to those identified in Exhibit 1, with respect to which the Trust desires to
have Transfer Agent render services as transfer agent under the terms hereof,
the Trust shall so notify Transfer Agent in writing, and Exhibit 1 shall be
amended to include such additional Series.
9. The Transfer Agent will maintain in force through the duration of this
Agreement a fidelity bond in a face amount not less than $1,000,000 written by a
reputable insurance company, covering theft, embezzlement, forgery and other
acts of malfeasance by the Transfer Agent, its employees, or agents in
connection with services performed for the Trust.
10. This agreement may be terminated without the payment of any penalty by
either party upon (180) days' written notice thereof given by the Trust to the
Transfer Agent and upon one hundred eighty (180) days' written notice thereof
given by the Transfer Agent to the Trust.
11. Any notice shall be officially given when sent by registered or
certified mail by either party to the appropriate address listed in the Trust's
current registration statement, provided that either party may notify the other
by regular mail of any changed address to which such notices should be sent.
12. This Agreement constitutes the entire Agreement between the parties
and shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Massachusetts and shall inure to the benefit of the parties
hereto and their respective successors.
13. A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this Agreement is executed by an officer of the Trust on behalf of
the trustees of the Trust, as trustees and not individually, on further behalf
of the Trust, and that the obligations of this
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Agreement shall be binding upon the assets and properties of the Trust only and
shall not be binding upon the assets and properties of any other series of the
Trust or upon any of the trustees, officers, employees, agents or shareholders
of the Trust or the Trust individually.
IN WITNESS WHEREOF, the parties hereto cause this Agreement to be executed
by their officers designated below as of the date first above-written.
THE SIERRA VARIABLE TRUST
By:___________________________________
President
XXXXXXX XXXXX SECURITIES SERVICES, INC.
By:____________________________________
Executive Vice President
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SCHEDULE A
I. Shareholder Services
A. Maintain all Shareholder records on electronic data processing equipment,
including:
1. Share balances
2. Account transaction history
3. Names and addresses
4. Distribution records
5. Transfer records
6. Overall control records
B. New Accounts
1. Deposit all monies received into a Trust custody account maintained by
the Trust's custodian.
2. Set up account according to Shareholders' instructions
3. Issue and mail shareholder confirmations
C. Additional Purchases
1. Deposit monies received into a Trust custody account maintained by the
Trust's custodian.
2. Issue Shareholder confirmations
D. Redemptions
1. Liquidate shares upon Shareholder request
2. Make payments of redemption proceeds in accordance with the Trust's
then current prospectus.
3. Issue and mail Shareholder confirmation
E. Transfer shares as requested, including obtaining necessary papers and
documents to satisfy transfer requirements. On irregular transfers requiring
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special legal opinions, such special legal fees, if any, are to be paid for
by the Trust.
F. Process changes, corrections of addresses and registrations
G. Maintain service with Shareholders as follows:
1. Activity required to receive, process and reply to Shareholders'
correspondence regarding account matters
2. Refer correspondence regarding investment matters to the Trust with
sufficient account data to answer
3. Contact Shareholders directly to settle problems and answer questions
H. Compute distributions, dividends and capital gains
1. Make payment or reinvest in additional shares as directed by
shareholders according to provisions of the Trust's then current
prospectus
2. Advise each Shareholder of the amount of dividends received and tax
status annually
I. Produce transcripts of shareholder account history as required
J. Maintain the controls associated with the computer programs and manual
systems to arrive at the Trust's total shares outstanding
K. Receive mail and perform other administrative functions relating to
transfer agent work
II. Other Services
A. Mailing services to shareholders
B. Services in connection with any stock splits
C. Develop special reports for Trust officers regarding statistical and
accounting data pertaining to the Trust. Trust shall pay for out-of-
pocket expenses charged by vendors to develop such reports or portions
thereof
D. Voice response unit
E. NSCC support
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SCHEDULE B: MONTHLY SHAREHOLDER SERVICING FEES
January , 1998
Fee Per Account Per Month
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Global Money Fund
US Government Fund
Growth and Income Fund
Corporate Income Fund
Emerging Growth Fund
International Growth Fund
Growth Fund
Short Term High Quality Bond Fund
Capital Growth Portfolio
Growth Portfolio
Balanced Portfolio
Value Portfolio
Income Portfolio
Fees Include
Shareholder and Broker Servicing
Transaction Processing, Correspondence, and Research
. Settlement and Reconciliation
. Corporate Actions
. Tax Reporting and Compliance
. NSCC Support
. Management Company and Broker/Dealer Support
. Asset Allocation Processing for all distribution channels
Additional charges will be made for out-of-pocket expenses according to
Schedule C.
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SCHEDULE C
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for applicable out-of-
pocket expenses, including, but not limited to the following items:
. NSCC charges
. Banking fees
. Voice response unit
. Microfiche/Microfilm/Image production
. Magnetic media tapes and freight
. Printing costs, including certificates, envelopes, checks and stationery
. Postage (bulk, presort, ZIP+4, bar coding, first class) direct pass through to
the Funds
. Due diligence mailings
. Telephone and telecommunication costs, including all lease, maintenance and
line costs
. Ad hoc reports
. Shareholder transcripts
. Proxy solicitations, mailings and tabulations
. Daily & Distribution advice mailings
. Shipping, Certified and Overnight mail and insurance
. Year-end form production and mailings
. Terminals, communication lines, printers and other equipment and any expenses
incurred in connection with such terminals and lines
. Duplicating services
. Courier services
. Incoming and outgoing wire charges
. Federal Reserve charges for check clearance
. Overtime, as approved by the Funds
. Temporary staff, as approved by the Funds
. Travel and entertainment, as approved by the Funds
. Record retention, retrieval and destruction costs, including, but not limited
to exit fees charged by third party record keeping vendors
. Third party audit reviews
. Ad hoc programming time
. Insurance
. Such other miscellaneous expenses reasonably incurred by the Transfer Agent in
performing its duties and responsibilities under this Agreement
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EXHIBIT 1
LIST OF SERIES
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Global Money Fund
US Government Fund
Growth and Income Fund
Corporate Income Fund
Emerging Growth Fund
International Growth Fund
Growth Fund
Short Term High Quality Bond Fund
Capital Growth Portfolio
Growth Portfolio
Balanced Portfolio
Value Portfolio
Income Portfolio
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