STEINROE VARIABLE INVESTMENT TRUST
Joinder And Release Agreement
With Respect To Transfer Agency Agreement
AGREEMENT, made as of January 3, 1995, among STEINROE
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 STEINROE SERVICES, INC., a Massachusetts corporation ("SSI").
1. Reference is made to the Transfer Agency Agreement dated
December 8, 1988 between the Trust and LIS (as amended and in
effect on the date hereof, the "Transfer Agency Agreement"). A
complete and correct composite copy of the Transfer Agency
Agreement is attached hereto as Annex A.
2. Each of the parties hereby agrees that, from and after
the date hereof, (i) SSI shall become a party to the Transfer
Agency Agreement in place and stead of LIS, and shall thereupon
become 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.
STEINROE VARIABLE INVESTMENT TRUST
by XXXXXXX X. XXXXXXXXXXX
Name:
Title:
STEINROE SERVICES, INC.
by XXXXXXX XXXXXX XXXXX
Name:
Title: Vice President
LIBERTY INVESTMENT SERVICES, INC.
by XXXXX X. XXXXXX
Name:
Title:
ANNEX A
COMPOSITE COPY OF TRANSFER AGENCY AGREEMENT
STEINROE VARIABLE INVESTMENT TRUST
TRANSFER AGENCY AGREEMENT
TRANSFER AGENCY AGREEMENT dated December 9, 1988 between
STEINROE 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 the
thirteen separate series listed on Schedule A attached hereto
(such 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
Keystone Provident Life Insurance Company ("Keystone") or
separate accounts of other insurance companies that are
affiliated or are not affiliated with Keystone ("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 (it being understood that Liberty Investment Services,
Inc. will also act as administrator of the Trust pursuant to a
separate agreement).
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 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 B hereto. It is
understood that the shares of the Funds will be held of record
only by separate accounts ("Separate Accounts") of Keystone 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 holders 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 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 C hereto.
8. Term. This Agreement shall begin on the date 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.
STEINROE VARIABLE INVESTMENT TRUST
By XXXXX X. XXXXXX
Treasurer
LIBERTY INVESTMENT SERVICES, INC.
By XXXXXXX X. XXXXXXXXXXX
President
Schedule A
----------
Transfer Agency Agreement
Cash Income Fund
Mortgage Securities Income Fund
Managed Assets Fund
Managed Growth Stock Fund
Capital Appreciation Fund
Strategic Managed Assets Fund
Managed Income Fund
Schedule B
Transfer Agency Agreement
-------------------------
The services to be performed by the Transfer Agent with
respect to the shares of each Fund pursuant to paragraph 2 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 the 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 the 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 other 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 (monthly) share proof Daily
Daily master control Daily
Account information reports When requested
(Monthly) Cumulative transaction Monthly
Shareholder master list When requested
Activities statistics Monthly
Distribution journals As required
Schedule C
----------
Transfer Agency Agreement
The Transfer Agency fee referred to in paragraph 7 of this
Agreement for each Fund shall be in the amount of $625 per month.
The foregoing fee shall be prorated for any month during which
this Agreement is in effect for only a portion of the month.
