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EXHIBIT 9(b)-2
FORM OF
SUB-ADMINISTRATION AGREEMENT
May __, 1997
First Data Investor Services Group, Inc.
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Ladies and Gentlemen:
Sierra Fund Administration Corporation ("Sierra Administration"),
a corporation organized under the laws of the State of California hereby
confirms its agreement with First Data Investor Services Group, Inc. ("First
Data"), a corporation organized under the laws of the Commonwealth of
Massachusetts, regarding sub-administration services to be provided by First
Data in connection with each of the investment funds (individually a "Fund" and
together the "Funds") offered from time to time by The Sierra Variable Trust.
First Data agrees to provide services upon the following terms and conditions:
1. Investment Description; Appointment
The Trust, an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts, desires to employ its capital by
investing and reinvesting (a) 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 prospectus(es) (the "Prospectus") and Statement of
Additional Information relating to the Funds contained in the Company's
Registration Statement on Form N-1A 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 of Additional Information and the
Declaration of Trust have been submitted to Sierra Administration and First
Data. The Company has agreed with Sierra Administration to provide copies of all
amendments to the Prospectus, the Statement of Additional Information and the
Declaration of Trust to Sierra Administration and First Data on an on-going
basis. Sierra Administration as the administrator, desires to employ and hereby
appoints First Data to act as the Funds' sub-administrator. First Data accepts
this appointment and agrees to furnish the services described herein for the
compensation set forth below.
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2. Services as Sub-Administrator
Subject to the supervision and direction of Sierra
Administration, the Trust's administrator, First Data will, at the direction of
and to the extent specifically delegated to it from time to time by Sierra
Administration, (a) supply the Trust with office facilities (which may be in
First Data's 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 value of shares of each Fund), and
internal executive and administrative services; (b) assist in the preparation of
materials for the Board of Trustees of the Trust; (c) prepare tax returns; (d)
assist in the preparation of the financial sections of reports to and filings
with the Securities and Exchange Commission and state regulatory authorities (if
any); and (e) assist in other aspects of the administration of the Trust as may
be agreed upon from time to time.
3. Compensation
(a) Sierra Administration will compensate First Data for its
services rendered under this Agreement in accordance with the fees set forth in
Appendix A attached hereto. Out- of-pocket disbursements shall include, but
shall not be limited to, the items specified in the schedule of Out-of-Pocket
Expenses delineated in Appendix A, which schedule may be modified by First Data
upon not less than thirty days prior written notice to the Sierra
Administration.
(b) The parties hereto will agree upon the compensation for
acting as sub- administrator for any Fund hereafter established and designated,
and at the time that First Data commences serving as such for said Fund, such
agreement shall be reflected in a revised Schedule A hereto, dated and signed by
an officer of each party.
4. Expenses
First Data will bear all expenses in connection with the
performance of its services under this Agreement. 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, directors or employees of each
Fund's adviser, sub- adviser, administrator or sub-administrator or any of their
affiliates; Securities and Exchange Commission fees and state Blue Sky
qualification fees; out-of-pocket expenses of custodians, transfer and dividend
disbursing agents and First Data 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 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.
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5. Standard of Care
First Data shall exercise its best judgment in rendering the
services listed in Paragraph 2 above. First Data shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust 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 (each such breach, act or omission
shall be referred to as "Disqualifying Conduct").
6. Term of Agreement
This Agreement shall become effective as of the date the Trust
commences its investment operations 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 Sierra Administration or upon 90 days' written
notice, by First Data.
7. Service to Other Companies or Accounts
Sierra Administration understands that First Data now acts, will
continue to act and may act in the future as investment adviser to fiduciary and
other managed accounts, and as investment adviser, sub-investment adviser and/or
administrator to other investment companies or series of investment companies,
and the Trust has no objection to First Data's so acting. Sierra Administration
understands that the persons employed by First Data to assist in the performance
of First Data's duties under this Agreement may not devote their full time to
such service and nothing contained in this Agreement shall be deemed to limit or
restrict the right of First Data or any affiliate of First Data 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
The Trust has represented to Sierra Administration that (i) a
copy of the Trust Agreement is on file in the office of the Secretary of the
Commonwealth of Massachusetts, (ii) the appointment of First Data has been duly
authorized and (iii) it has acted and will continue to act in conformity with
the requirements of the 1940 Act and other applicable laws.
9. Indemnification
Sierra Administration shall indemnify and hold harmless First
Data from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses), howsoever
arising from or in connection with this Agreement or the performance by First
Data of its duties hereunder; provided, however, that nothing contained
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herein shall require that First Data be indemnified for Disqualifying Conduct.
10. Limitation of Liability
This Agreement has been executed on behalf of Sierra
Administration by the undersigned officer of Sierra Administration in his
capacity as an officer. The obligations of this Agreement shall be binding only
upon the assets and property of the Trust and not upon the assets and property
of any other investment fund of the Trust and shall not be binding upon any
Trustee, officer or shareholder of the Trust and/or the Trust individually.
11. Assignment and Subcontracting.
This Agreement, its benefits and obligations shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. This Agreement may not be assigned or
otherwise transferred by either party hereto, without the prior written consent
of the other party, which consent shall not be unreasonably withheld; provided,
however, that First Data may, in its sole discretion, assign all its right,
title and interest in this Agreement to an affiliate, parent or subsidiary, or
to the purchaser of substantially all of its business. First Data may, in its
sole discretion, engage subcontractors to perform any of the obligations
contained in this Agreement to be performed by First Data.
12. Entire Agreement
This Agreement constitutes the entire agreement between the
parties hereto.
13. Governing Law
This Agreement shall be governed in accordance with the laws of
the Commonwealth of Massachusetts.
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If the foregoing accurately sets forth our agreement, kindly
indicate your acceptance hereof by signing and returning the enclosed copy
hereof.
Very truly yours,
SIERRA FUND
ADMINISTRATION CORPORATION
By:
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Name:
Title:
Accepted:
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
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Name:
Title:
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APPENDIX A
FUNDS
Global Money Fund
Short Term High Quality Bond Fund
Short Term Global Government Fund
U.S. Government Fund
Corporate Income Fund
Growth and Income Fund
Growth Fund
Emerging Growth Fund
International Growth Fund
FEE SCHEDULE
Asset Asset Variable Annuity Basis
Increment Level Fixed Fee Points
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$100m $250,000 0
And
Next $400m $500m $0 *6.25 bp
Next $500m $1b $0 10 bp
And
All reasonable out-of-pocket expenses to include, but not limited to, such items
as telephone, wire charges, courier services, pricing services, etc.
* 10 bp waived down to 6.25 ▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Portfolio
Growth Portfolio
Balanced Portfolio
Value Portfolio
Income Portfolio
FEE SCHEDULE
Asset Asset Variable Annuity Basis
Increment Level Fixed Fee Points
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