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EXHIBIT 8(a)
CUSTODY AGREEMENT
AGREEMENT dated as of January 1, 1996, between THE SIERRA VARIABLE
TRUST (the "Trust") on behalf of its managed investment series funds currently
existing or as may from time to time be created and designated by the Trust and
covered under this Agreement pursuant to Section 2 hereof (individually, a
"Fund" and collectively, the "Funds"), a business trust organized under the
laws of the Commonwealth of Massachusetts, and registered as an investment
company under the 1940 Act, having its principal office and place of business
at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and BOSTON
SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), a Massachusetts trust company
with its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the Trust and the Custodian agree as follows:
1. Definitions.
Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:
(a) "Authorized Person" shall be deemed to include the Chairman of
the Board of Trustees, the President, and any Vice President, the
Secretary, the Treasurer or any other person, whether or not any such
person is an officer or employee of the Trust, duly authorized by the
Board of Trustees of the Trust to give Oral Instructions and Written
Instructions on behalf of the Trust and listed in the certification
annexed hereto as Appendix A or such other certification as may be
received by the Custodian from time to time.
(b) "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency Securities, its
successor or successors and its nominee or nominees.
(c) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
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Agreement to be given by the Trust to the Custodian, which is actually
received by the Custodian and signed on behalf of the Trust by any two
Authorized Persons or any two officers thereof.
(d) "Business Day" shall mean any day on which any Fund and the
Custodian are open for business.
(e) "Master Trust Agreement" shall mean the Agreement and
Declaration of Trust of the Trust dated January 29, 1993, as the same
may be amended from time to time.
(f) "Depository" shall mean The Depository Trust Company ("DTC"),
a clearing agency registered with the Securities and Exchange
Commission under Section 17(a) of the Securities Exchange Act of 1934,
as amended, and authorized to act as a depository under the 1940 Act,
its successor or successors and its nominee or nominees, in which the
Custodian is hereby specifically authorized to make deposits. The
term "Depository" shall further mean and include any other person to
be named in a Certificate authorized to act as a depository under the
1940 Act, its successor or successors and its nominee or nominees.
(g) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the Government of the United States or agencies or
instrumentalities thereof, commercial paper, bank certificates of
deposit, bankers' acceptances and short-term corporate obligations,
where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale,
and repurchase and reverse repurchase agreements with respect to any
of the foregoing types of securities.
(h) "Oral Instruction" shall mean one or more verbal instructions
actually received by the Custodian from a person reasonably believed
by the Custodian to be an Authorized Person.
(i) "Prospectus" shall mean the Funds' current prospectus(es) and
statement(s) of additional information relating to the registration of
the Trust's Shares under the Securities Act of 1933, as amended.
(j) "Shares" refers to shares of beneficial interest of any of the
Funds.
(k) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and
other securities, commodities interests
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and investments from time to time owned by any of the Funds.
(l) "Transfer Agent" shall mean the person that performs the
transfer agent, dividend disbursing agent and shareholder servicing
agent functions for the Funds.
(m) "Written Instruction" shall mean one or more written
communications actually received by the Custodian from a person
reasonably believed by the Custodian to be an Authorized Person by any
system whereby the receiver of such communication is able to verify
through codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communication; however, "Written
Instruction" from the Funds' Sub-Administrator, The Shareholder
Services Group, Inc., to the Custodian shall mean one or more
electronic communications transmitted by fund accountants and their
managers (who have been provided an access code by the Sub-
Administrator) and actually received by the Custodian.
(n) The "1940 Act" refers to the Investment Company Act of 1940,
and the Rules and Regulations thereunder, all as amended from time to
time.
2. Appointment of Custodian.
(a) The Trust hereby constitutes and appoints the Custodian as
custodian of all the Securities and monies at the time owned by or in
the possession of the Trust and specifically allocated to a Fund
during the period of this Agreement.
(b) In the event that the Trust establishes one or more investment
series funds other than the Funds with respect to which the Trust
decides to retain the Custodian to provide custody services, the Trust
shall so notify the Custodian in writing. If the Custodian is willing
to render such services, the Custodian shall notify the Trust in
writing, whereupon each such investment series fund shall be deemed a
Fund hereunder as provided in Section 2(c) below. Without limiting
the foregoing, it is understood that the Trust will from time to time
issue separate series or classes of shares and may classify and
reclassify shares of any such series or class. The Custodian shall
identify to each such series or class property belonging to such
series or class and in such reports, confirmations and notices to the
Trust as are called for under this Agreement shall identify the series
or class to which such report, confirmation or notice pertains.
(c) Any Fund may be added to or deleted from coverage under this
Agreement by attaching a revised Schedule C to this
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Agreement reflecting such addition or termination, dated and signed by
an authorized officer or representative of each party hereto.
(d) The Custodian hereby accepts appointment as such custodian for
each Fund and agrees to perform the duties thereof as set forth
herein.
3. Compensation.
(a) The Trust will compensate the Custodian for its services
rendered under this Agreement in accordance with the fees set forth in
the Fee Schedule annexed hereto as Schedule A and incorporated herein.
Such Fee Schedule does not include commercially reasonable
out-of-pocket disbursements of the Custodian for which the Custodian
shall be entitled to ▇▇▇▇ separately. Commercially reasonable
out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in the Schedule of Out-of-Pocket Charges
annexed hereto as Schedule B and incorporated herein, which schedule
may be modified by the Custodian (i) upon not less than thirty days
prior written notice to the Trust and (ii) agreement of the Trust. In
addition, the expenses that the Custodian may charge a Fund include,
but are not limited to, the usual and customary expenses of
Sub-Custodians and foreign branches of the Custodian incurred in
settling transactions outside of Boston, Massachusetts or New York
City, New York involving the purchase and sale of Securities of such
Fund.
(b) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule A and/or Schedule B of this Agreement
a revised Fee Schedule and/or Schedule of Out-of-Pocket Charges, dated
and signed by an authorized officer or representative of each party
hereto.
(c) The Custodian will ▇▇▇▇ the Trust for each Fund as soon as
practicable after the end of each calendar month, and said ▇▇▇▇▇▇▇▇
will be detailed in accordance with the Fee Schedule and Schedule of
Out-of-Pocket Charges for each Fund. The Trust will promptly pay to
the Custodian the amount of such billing. In the alternative, the
Custodian may charge against any monies specifically allocated to a
Fund and held on behalf of the Trust pursuant to this Agreement such
compensation and any reasonable expenses incurred by the Custodian in
the performance of its duties with respect to such Fund pursuant to
this Agreement. The Custodian shall also be entitled to place in an
escrow account with a third party escrow agent that is agreeable to
the Custodian and the Trust (provided that such approval of
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the third party escrow agent shall not be unreasonably withheld by
either party), any monies held by the Custodian and specifically
allocated to a Fund on behalf of the Trust pursuant to this Agreement
in the amount of any loss, damage, liability or expense incurred with
respect to such Fund, including counsel fees, for which the Custodian
shall be entitled to reimbursement under the provisions of this
Agreement; provided, that the Custodian shall promptly notify such
Fund in writing of such placement of monies in escrow and shall not
withdraw for the account of the Custodian any monies from such escrow
except as mutually agreed in writing between the Custodian and the
Fund; and provided further, that in the event that the Custodian and
the Fund can not agree as to the withdrawal of any amount of monies
from such escrow, the amount of monies to be withdrawn shall be
determined by arbitration conducted as mutually agreed by the
Custodian and the Trust.
4. Custody of Monies and Securities.
(a) Receipt and Holding of Assets.
The Trust will deliver or cause to be delivered to the Custodian all
Securities and monies owned by it at any time during the period of
this Agreement and shall specify the Fund to which the Securities and
monies are to be specifically allocated. The Custodian will not be
responsible for such Securities and monies until actually received by
it. The Trust shall instruct the Custodian from time to time in its
sole discretion, by means of a Written Instruction, or, in connection
with the purchase or sale of Money Market Securities, by means of an
Oral Instruction or a Written Instruction, as to the manner in which
and in what amounts Securities and monies of a Fund are to be
deposited on behalf of such Fund in the Book-Entry System or a
Depository and specifically allocated on the books of the Custodian to
such Fund; provided, however, that prior to the deposit of Securities
of a Fund in the Book-Entry System or a Depository, including a
deposit in connection with the settlement of a purchase or sale, the
Custodian shall have received a Certificate specifically approving
such deposits by the Custodian in the Book-Entry System or a
Depository. Securities and monies of a Fund deposited in the
Book-Entry System or a Depository will be represented in accounts
which include only assets held by the Custodian for customers,
including but not limited to accounts which the Custodian acts in a
fiduciary or representative capacity.
(b) Accounts and Disbursements. The Custodian shall establish and
maintain a separate account for each Fund and
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shall credit to the separate account for each Fund all monies received
by it for the account of such Fund and shall disburse the same only:
1. In payment for Securities purchased for such Fund, as
provided in Section 5 hereof;
2. For the payment of any expenses or liability incurred
by such Fund, including, but not limited to, the following:
management, accounting, transfer agent and legal fees and
operating expenses of that Fund whether or not expenses are,
in whole or in part, to be capitalized or treated as deferred
expenses;
3. In payment of dividends or distributions with respect
to the Shares of such Fund, as provided in Section 7 hereof;
4. In payment of original issue or other taxes with
respect to the Shares of such Fund, as provided in Section 8
hereof;
5. In payment for Shares of such Fund which have been
redeemed by that Fund, as provided in Section 8 hereof;
6. Pursuant to a Written Instruction, or with respect to
Money Market Securities, an Oral Instruction or a Written
Instruction, setting forth the name of such Fund, the name and
address of the person to whom the payment is to be made, the
amount to be paid and the purpose for which payment is to be
made; or
7. In payment of fees and in reimbursement of the
expenses and liabilities of the Custodian attributable to such
Fund, as provided in Sections 3 and 11(j) hereof.
(c) Confirmation and Statements. Promptly after the close of
business on each day, the Custodian shall furnish the Trust with
confirmations and a summary of all transfers to or from the account of
each Fund during such day. Where securities purchased by a Fund are
in a fungible bulk of securities registered in the name of the
Custodian (or its nominee) or shown on the Custodian's account on the
books of a Depository or the Book-Entry System, the Custodian shall by
book entry or otherwise identify the quantity of those securities
belonging to such Fund. At least monthly, the Custodian shall furnish
the Trust with a detailed statement of the Securities and monies held
for each Fund under this Agreement.
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(d) Registration of Securities and Physical Separation. All
Securities held for a Fund which are issued or issuable only in bearer
form, except such Securities as are held in the Book-Entry System,
shall be held by the Custodian in that form; all other Securities held
for a Fund may be registered in the name of that Fund, in the name of
any duly appointed registered nominee of the Custodian as the
Custodian may from time to time determine, or in the name of the
Book-Entry System or a Depository or their successor or successors, or
their nominee or nominees. The Trust reserves the right to instruct
the Custodian as to the method of registration and safekeeping of the
Securities of each Fund. The Trust agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of its registered
nominee or in the name of the Book-Entry System or a Depository, any
Securities which it may hold for the account of a Fund and which may
from time to time be registered in the name of a Fund. The Custodian
shall hold all such Securities specifically allocated to a Fund which
are not held in the Book-Entry System or a Depository in a separate
account for such Fund, in the name of such Fund, physically segregated
at all times from those of any other person or persons.
(e) Segregated Accounts. Upon receipt of a Written Instruction
the Custodian will establish segregated accounts on behalf of each
Fund to hold liquid or other assets as it shall be directed by such
Written Instruction and shall increase or decrease the assets in such
Segregated Accounts only as it shall be directed by any subsequent
Written Instructions.
(f) Collection of Income and Other Matters Affecting Securities.
Unless otherwise instructed to the contrary by a Written Instruction,
the Custodian by itself, or through the use of the Book-Entry System
or a Depository with respect to Securities therein deposited, shall
with respect to all Securities held for a Fund in accordance with this
Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable
upon all Securities which may mature or be called, redeemed or
retired, or otherwise become payable. The Custodian also
shall have the responsibility to each Fund for monitoring or
ascertaining any call, redemption or retirement dates with
respect to put bonds which are owned by that Fund and held by
the Custodian or its nominees;
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3. Surrender Securities in temporary form for definitive
Securities;
4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in
effect; and
5. Hold directly, or through the Book-Entry System or a
Depository with respect to Securities therein deposited, for
the account of a Fund all rights and similar Securities issued
with respect to any Securities held by the Custodian hereunder
for that Fund.
(g) Delivery of Securities and Evidence of Authority. Upon
receipt of a Written Instruction and not otherwise, except for
subparagraphs 5, 6, 7, and 8 of this section 4(g) which may be
effected by either an Oral or Written Instruction, the Custodian,
directly or through the use of the Book-Entry System or a Depository,
shall:
1. Execute and deliver or cause to be executed and
delivered to such persons as may be designated in such Written
Instruction, proxies, consents, authorizations, and any other
instruments whereby the authority of a Fund as owner of any
Securities may be exercised;
2. Deliver or cause to be delivered any Securities held
for a Fund in exchange for other Securities or monies issued
or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held
for a Fund to any protective committee, reorganization
committee or other person in connection with the
reorganization, refinancing, merger, consolidation or
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement in the
separate account for a Fund such certificates of deposit,
interim receipts or other instruments or documents as may be
issued to it to evidence such delivery;
4. Make or cause to be made such transfers or exchanges
of the assets specifically allocated to the separate account
of a Fund and take such other steps as shall be stated in such
Written Instruction for the purpose of effectuating any duly
authorized plan of
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liquidation, reorganization, merger, consolidation or
recapitalization of the Funds;
5. Deliver Securities owned by a Fund upon sale of such
Securities for the account of that Fund pursuant to Section 5;
6. Deliver Securities owned by a Fund upon the receipt
of payment in connection with any repurchase agreement related
to such Securities entered into by that Fund;
7. Deliver Securities owned by a Fund to the issuer
thereof or its agent when such Securities are called,
redeemed, retired or otherwise become payable; provided,
however, that in any such case the monies or other
consideration is to be delivered to the Custodian. The
Custodian also shall have the responsibility to each Fund for
monitoring or ascertaining any call, redemption or retirement
dates with respect to the put bonds which are owned by that
Fund and held by the Custodian or its nominee;
8. Deliver Securities owned by a Fund to the issuer
thereof, or its agent, for transfer into the name of that Fund
or into the name of any nominee or nominees of the Custodian
or into the name or nominee name of any agent or any
sub-custodian appointed pursuant to Section 11(g) hereof; or
for exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount or
number of units; provided, however, that in any such case, the
new Securities are to be delivered to the Custodian;
9. Deliver Securities owned by a Fund to the broker for
examination in accordance with "street delivery" custom;
10. Deliver Securities owned by a Fund in accordance with
the provisions of any agreement among a Fund, the Custodian
and any broker-dealer or any similar organization or
organizations relating to compliance with the rules of any
options clearing entity or securities or commodities exchange,
regarding escrow or other arrangements in connection with
transactions by the Fund;
11. Deliver Securities owned by a Fund in accordance with
the provisions of any agreement among that Fund, the Custodian
and an individual or organization registered under the
Commodity Exchange Act, relating
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to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by that Fund;
12. Deliver Securities owned by a Fund for delivery in
connection with any loans of securities made by that Fund, but
only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and that Fund, which may be
in the form of monies or obligations issued by the United
States government, its agencies or instrumentalities;
13. Deliver Securities owned by a Fund for delivery as
security in connection with any borrowings by that Fund
requiring a pledge of that Fund's assets, but only against
receipt of amounts borrowed;
14. Deliver Securities owned by a Fund upon receipt of a
Written Instruction from that Fund for delivery to the
Transfer Agent or to the holders of Shares of that Fund in
connection with distributions in kind, as may be described
from time to time in that Fund's Prospectus, in satisfaction
of requests by holders of Shares for repurchase or redemption;
15. Deliver Securities as collateral in connection with
short sales of securities by a Fund;
16. Deliver Securities for any purpose expressly
permitted by and in accordance with procedures described in a
Fund's Prospectus or resolution adopted by the Trust's Board
of Trustees signed by an Authorized Person and certified by
the Secretary of the Trust; and
17. Deliver Securities owned by a Fund for any other
proper business purpose, but only upon receipt of, in addition
to a Written Instruction, a certified copy of a resolution of
the Board of Trustees signed by an Authorized Person and
certified by the Secretary of the Trust, specifying the
Securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purpose to
be a proper business purpose, and naming the person or persons
to whom delivery of such Securities shall be made.
(h) Endorsement and Collection of Checks, Etc. The Custodian is
hereby authorized to endorse and collect all checks, drafts or other
orders for the payment of money
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received by the Custodian for the account of a Fund; provided,
however, that the Custodian shall not be liable for any monies,
whether or not represented by check, draft, or other instrument for
the payment of money, received by it on behalf of that Fund, until the
Custodian actually receives and collects such monies directly or by
the final crediting of the account representing that Fund's interest
in the Book-Entry System or a Depository.
5. Purchase and Sale of Investments of the Funds.
(a) Promptly after each purchase of Securities for a Fund, the
Trust shall deliver to the Custodian (i) with respect to each purchase
of Securities that are not Money Market Securities, a Written
Instruction, and (ii) with respect to each purchase of Money Market
Securities, either a Written Instruction or Oral Instruction, in
either case specifying with respect to each purchase: (1) the name of
the Fund to which such Securities are to be specifically allocated;
(2) the name of the issuer and the title of the Securities; (3) the
number of shares or the principal amount purchased, and accrued
interest, if any; (4) the date of purchase and settlement; (5) the
purchase price per unit; (6) the total amount payable upon such
purchase; (7) the name of the person from whom or the broker through
whom the purchase was made, if any; (8) whether or not such purchase
is to be settled through the Book-Entry System or a Depository; and
(9) whether the Securities purchased are to be deposited in the
Book-Entry System or a Depository. The Custodian shall receive the
Securities purchased by or for a Fund and upon receipt of such
Securities shall pay out of the monies held for the account of such
Fund the total amount payable upon such purchase, provided that the
same conforms to the total amount payable as set forth in such Written
or Oral Instruction.
(b) Promptly after each sale of Securities of a Fund, the Trust
shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Written
Instruction, and (ii) with respect to each sale of Money Market
Securities, either a Written Instruction or Oral Instruction, in
either case specifying with respect to such sale: (1) the name of the
Fund to which the Securities sold were specifically allocated; (2) the
name of the issuer and the title of the Securities; (3) the number of
shares or principal amount sold, and accrued interest, if any; (4) the
date of sale; (5) the sale price per unit; (6) the total amount
payable to such Fund upon such sale; (7) the name of the broker
through whom or the person to whom the sale was made; and (8) whether
or not
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such sale is to be settled through the Book-Entry System or a
Depository. The Custodian shall deliver or cause to be delivered the
Securities to the broker or other person designated by the Trust upon
receipt of the total amount payable to such Fund upon such sale,
provided that the same conforms to the total amount payable to such
Fund as set forth in such Written or Oral Instruction. Subject to the
foregoing, the Custodian may accept payment in such form as shall be
satisfactory to it, and may deliver Securities and arrange for payment
in accordance with the customs prevailing among dealers in Securities.
6. Lending of Securities.
If any Fund is permitted by the terms of the Master Trust
Agreement and as disclosed in the Fund's Prospectus to lend Securities
specifically allocated to that Fund, within 24 hours after each loan
of Securities, the Trust shall deliver to the Custodian a Written
Instruction specifying with respect to each such loan: (a) the name
of the Fund to which the loaned Securities are specifically allocated;
(b) the name of the issuer and the title of the Securities; (c) the
number of shares or the principal amount loaned; (d) the date of loan
and delivery; (e) the total amount to be delivered to the Custodian,
and specifically allocated to such Fund against the loan of the
Securities, including the amount of cash collateral and the premium,
if any, separately identified; (f) the name of the broker, dealer or
financial institution to which the loan was made; and (g) whether the
Securities loaned are to be delivered through the Book-Entry System or
a Depository.
Promptly after each termination of a loan of Securities
specifically allocated to a Fund, the Trust shall deliver to the
Custodian a Written Instruction specifying with respect to each such
loan termination and return of Securities: (a) the name of the Fund
to which such loaned Securities are specifically allocated; (b) the
name of the issuer and the title of the Securities to be returned; (c)
the number of shares or the principal amount to be returned; (d) the
date of termination; (e) the total amount to be delivered by the
Custodian (including the cash collateral for such Securities minus any
offsetting credits as described in said Written Instruction); (f) the
name of the broker, dealer or financial institution from which the
Securities will be returned; and (g) whether such return is to be
effected through the Book-Entry System or a Depository. The Custodian
shall receive all Securities returned from the broker, dealer or
financial institution to which such Securities were loaned and upon
receipt thereof shall pay,
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out of the monies specifically allocated to such Fund, the total
amount payable upon such return of Securities as set forth in the
Written Instruction. Securities returned to the Custodian shall be
held as they were prior to such loan.
7. Payment of Dividends or Distributions.
(a) The Trust shall furnish to the Custodian the vote of the Board
of Trustees of the Trust certified by the Secretary (i) authorizing
the declaration of distributions with respect to a Fund on a specified
periodic basis and authorizing the Custodian to rely on an Oral
Instruction or a Written Instruction specifying the date of the
declaration of such distribution, the date of payment thereof, the
record date as of which shareholders entitled to payment shall be
determined, the amount payable per Share to the shareholders of record
as of the record date and the total amount payable to the Transfer
Agent on the payment date, or (ii) setting forth the date of
declaration of any distribution by a Fund, the date of payment
thereof, the record date as of which shareholders entitled to payment
shall be determined, the amount payable per share to the shareholders
of record as of the record date and the total amount payable to the
Transfer Agent on the payment date.
(b) Upon the payment date specified in such vote, an Oral
Instruction or a Written Instruction, as the case may be, the
Custodian shall pay out the monies specifically allocated to and held
for the account of the appropriate Fund the total amount payable to
the Transfer Agent of that Fund.
8. Sale and Redemption of Shares of the Funds.
(a) Whenever the Trust shall sell any Shares of a Fund, the Trust
shall deliver or cause to be delivered to the Custodian a Written
Instruction duly specifying:
1. The name of the Fund whose Shares were sold;
2. The name and number of Shares sold, trade date, and
price; and
3. The amount of monies to be received by the Custodian
for the sale of such Shares and specifically allocated to such
Fund.
The Custodian understands and agrees that a Written
Instruction may be furnished subsequent to the purchase of
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Shares of a Fund and that the information contained therein will be
derived from the sales of Shares specifically allocated to that Fund
as reported to the Trust by the Transfer Agent.
(b) Upon receipt of such monies from the Transfer Agent, the
Custodian shall credit such monies to the separate account of the Fund
specified in subparagraph (1) of paragraph (a) of this Section 8.
(c) Upon issuance of any Shares of a Fund in accordance with the
foregoing provisions of this Section 8, the Custodian shall pay, out
of all the monies specifically allocated and held for the account of
such Fund, all original issue or other taxes required to be paid in
connection with such issuance upon the receipt of a Written
Instruction specifying the amount to be paid.
(d) Except as provided hereafter, whenever any Shares of a Fund
are redeemed, the Trust shall cause the Transfer Agent to promptly
furnish to the Custodian a Written Instruction, specifying:
1. The name of the Fund whose Shares were redeemed;
2. The number of Shares redeemed; and
3. The amount to be paid for the Shares redeemed.
The Custodian further understands that the information
contained in any such Written Instruction will be derived from the
redemption of Shares specifically allocated to that Fund as reported
to the Trust by the Transfer Agent.
(e) Upon receipt from the Transfer Agent of advice setting forth
the number of Shares of a Fund received by the Transfer Agent for
redemption and that such Shares are valid and in good form for
redemption, the Custodian shall make payment to the Transfer Agent out
of the monies specifically allocated to and held for the account of
the Fund specified as provided in subparagraph (1) of paragraph (d) of
this Section 8.
(f) Notwithstanding the above provisions regarding the redemption
of Shares of a Fund, whenever such Shares are redeemed pursuant to any
check redemption privilege which may from time to time be offered by
the Fund, the Custodian, unless otherwise instructed by a Written
Instruction shall, upon receipt of advice from the Fund or its agent
stating that the redemption is in good form for redemption in
accordance with the check redemption procedure, honor the
- 14 -
15
check presented as part of such check redemption privilege out of the
monies specifically allocated to the Fund in such advice for such
purpose.
9. Indebtedness.
(a) The Trust will cause to be delivered to the Custodian by any
bank (excluding the Custodian) from which the Trust borrows money for
temporary administrative or emergency purposes using Securities as
collateral for such borrowings, a notice or undertaking in the form
currently employed by any such bank setting forth the amount which
such bank will loan to the Trust against delivery of a stated amount
of collateral. The Trust shall promptly deliver to the Custodian a
Written Instruction stating with respect to each such borrowing: (1)
the name of the Fund for which the borrowing is to be made; (2) the
name of the bank; (3) the amount and terms of the borrowing, which may
be set forth by incorporating by reference an attached promissory
note, duly endorsed by the Trust, or other loan agreement; (4) the
time and date, if known, on which the loan is to be entered into (the
"borrowing date"); (5) the date on which the loan becomes due and
payable; (6) the total amount payable to the Trust for the separate
account of the Fund on the borrowing date; (7) the market value of
Securities to be delivered as collateral for such loan, including the
name of the issuer, the title and the number of shares or the
principal amount of any particular Securities; (8) whether the
Custodian is to deliver such collateral through the Book-Entry System
or a Depository; and (9) a statement that such loan is in conformance
with the 1940 Act and the Fund's Prospectus.
(b) Upon receipt of the Written Instruction referred to in
subparagraph (a) of this Section 9, the Custodian shall deliver on the
borrowing date the specified collateral and the executed promissory
note, if any, against delivery by the lending bank of the total amount
of the loan payable, provided that the same conforms to the total
amount payable as set forth in the Written Instruction. The Custodian
may, at the option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all rights therein
given the lending bank by virtue of any promissory note or loan
agreement. The Custodian shall deliver as additional collateral in
the manner directed by the Trust from time to time such Securities
specifically allocated to such Fund as may be specified in a Written
Instruction to collateralize further any transaction described in this
Section 9. The Trust shall cause all Securities released from
collateral status to be returned directly to the Custodian, and the
Custodian shall receive
- 15 -
16
from time to time such return of collateral as may be tendered to it.
In the event that the Trust fails to specify in a Written Instruction
all of the information required by this Section 9, the Custodian shall
not be under any obligation to deliver any Securities and will
promptly notify the Trust of such deficient Written Instruction and
the information that is required by this Section 9 that is missing.
Collateral returned to the Custodian shall be held hereunder as it was
prior to being used as collateral.
10. Persons Having Access to Assets of the Funds.
(a) No Trustee, officer, employee or agent of the Trust, and no
officer, director, trustee, employee or agent of the Funds' investment
adviser, of any investment sub-adviser of a Fund, or of the Funds'
administrator or sub-administrator, shall have physical access to the
assets of a Fund held by the Custodian or be authorized or permitted
to withdraw any investments of a Fund, nor shall the Custodian deliver
any assets of a Fund to any such person. No officer, director,
employee or agent of the Custodian who holds any similar position with
the Funds' investment adviser with any sub-adviser of the Funds or
with the Funds' administrator or sub- administrator shall have access
to the assets of a Fund.
(b) Nothing in this Section 10 shall prohibit any trustee,
officer, employee or agent of the Trust, or any officer, director,
trustee, employee or agent of a Fund's investment adviser, of any
investment sub-adviser of a Fund or of the Funds' administrator or
sub-administrator, from giving an Oral Instruction or a Written
Instruction to the Custodian or executing a Certificate so long as it
does not result in delivery of or access to assets of the Trust
prohibited by paragraph (a) of this Section 10.
11. Concerning the Custodian.
(a) Qualification. The Custodian represents and warrants to the
Trust that the Custodian is qualified under Section 17(f) of the 1940
Act and the rules and regulations thereunder to be a custodian for the
securities and similar investments of the Trust, as a registered
investment company, and of the Funds, as series of a registered
investment company.
(b) Standard of Conduct. Except as otherwise provided herein,
neither the Custodian nor its nominee shall be liable for any loss or
damage, including counsel fees, resulting from its action or omission
to act or otherwise,
- 16 -
17
except for any such loss or damage arising out of its own negligence
or willful misconduct. The Custodian may, with respect to questions
of law, apply for and obtain the advice and opinion of counsel to the
Trust or of its own counsel, at the expense of the Trust, and shall be
fully protected with respect to anything done or omitted by it in good
faith in conformity with such advice or opinion. The Custodian shall
be liable to the Trust for any loss or damage resulting from the use
of the Book-Entry System or a Depository arising by reason of any
negligence, misfeasance or misconduct on the part of the Custodian or
any of its employees or agents.
(c) Limit of Duties. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or obligation to
inquire into, and shall not be liable for:
1. The validity of the issue of any Securities purchased
by a Fund, the legality of the purchase thereof, or the
propriety of the amount paid therefor;
2. The legality of the sale of any Securities by a Fund
or the propriety of the amount for which the same are sold;
3. The legality of the issue or sale of any Shares, or
the sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
5. The legality of the declaration or payment of any
distribution of a Fund;
6. The legality of any borrowing for temporary or
emergency administrative purposes.
(d) No Liability Until Receipt. The Custodian shall not be liable
for, or considered to be the Custodian of, any monies, whether or not
represented by any check, draft, or other instrument for the payment
of money, received by it on behalf of a Fund until the Custodian
actually receives and collects such monies directly or by the final
crediting of the account representing the Trust's or such Fund's
interest in the Book-Entry System or a Depository. The Custodian
shall exercise reasonable diligence in pursuing payment on any such
instrument, or any dividend, interest or other receivable of the
Trust.
- 17 -
18
(e) Amounts Due from Transfer Agent. The Custodian shall not be
under any duty or obligation to take action to effect collection of
any amount due to a Fund from the Transfer Agent nor to take any
action to effect payment or distribution by the Transfer Agent of any
amount paid by the Custodian to the Transfer Agent in accordance with
this Agreement.
(f) Collection Where Payment Refused. The Custodian shall not be
under any duty or obligation to take action to effect collection of
any amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (a) it shall be directed to take such action by a
Certificate and (b) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such
action.
(g) Appointment of Agents and Sub-Custodians. The Custodian may
appoint one or more banking institutions, including but not limited to
banking institutions located in foreign countries (provided that each
such institution shall constitute an "Eligible Foreign Custodian"
within the meaning of Rule 17f-5 under the 1940 Act), to act as
Depository or Depositories or as Sub-Custodian or as Sub- Custodians
of Securities and monies at any time owned by a Fund, upon terms and
conditions specified in a Certificate. The Custodian shall use
reasonable care in selecting a Depository and/or Sub-Custodian located
in a country other than the United States ("Foreign Sub-Custodian"),
and shall oversee the maintenance of any Securities or monies of a
Fund by any Foreign Sub-Custodian. The Custodian shall not appoint
any Foreign Sub-Custodian until the Board of Trustees of the Trust
shall have made the determinations and approved the written contract
with such Foreign Sub-Custodian as required by Rule 17f-5 and Rule
17f-4, if applicable, under the 1940 Act. In addition, the Custodian
shall hold the Trust harmless from, and indemnify the Trust against,
any loss that occurs as a result of the failure of any Foreign
Sub-Custodian to exercise reasonable care with respect to the
safekeeping of Securities and monies of any Fund. Notwithstanding the
generality of the foregoing, however, the Custodian shall not be
liable for any losses resulting from or caused by events or
circumstances beyond its reasonable control, including but not limited
to, losses resulting from nationalization, expropriation, devaluation,
revaluation, confiscation, seizure, cancellation, destruction or
similar action by any governmental authority, de facto or de jure; or
enactment, promulgation, imposition or enforcement by any such
governmental authority or currency restrictions, exchange controls,
taxes, levies or
- 18 -
19
other charges affecting the Trust's property; or acts of war,
terrorism, insurrection or revolution; or any other similar act or
event beyond the Custodian's control.
The Custodian shall maintain such records as shall be
necessary to identify the assets of each Fund held by each Foreign
Sub- Custodian. The Custodian shall furnish to the Trust such
periodic reports as the Trust shall reasonably request with respect to
the assets of each Fund held by each Foreign Sub-Custodian, and shall
furnish to the Trust such notices of transfers of securities, deposits
or other assets to or from each Fund's account by each Foreign
Sub-Custodian as the Trust shall request.
The Custodian shall advise the Trust promptly if it learns
that any Foreign Sub-Custodian no longer constitutes an "Eligible
Foreign Custodian" and of any failure by any Foreign Sub-Custodian to
observe any material term or condition of its appointment. If the
Board of Trustees of the Trust determines that a Fund's assets should
be withdrawn from a Foreign Sub-Custodian pursuant to Rule 17f-5 under
the 1940 Act, the Custodian shall withdraw the Fund's assets from the
care of such Foreign Sub-Custodian as soon as reasonably practicable,
and in any event within 180 days of the date of such determination by
the Board of Trustees of the Trust.
The Custodian may authorize one or more of the Foreign
Sub-Custodians to use the facilities of one or more foreign central
securities depositories or clearing agencies listed in Appendix C
hereto, or as may hereafter be approved by resolution of the Trustees
of the Trust; provided that any such organization shall constitute an
"Eligible Foreign Custodian."
In the event that any Foreign Sub-Custodian fails to perform
any of its obligations under the terms of its appointment, the
Custodian shall use its best efforts to cause such Foreign
Sub-Custodian to perform such obligations. At the written request of
the Trust, the Custodian shall use its best efforts to assert and
collect any claim for liability for any loss or damage incurred by a
Fund arising out of the failure of any such Foreign Sub-Custodian to
perform such obligations.
(h) No Duty to Ascertain Authority. The Custodian shall not be
under any duty or obligation to ascertain whether any Securities at
any time delivered to or held by it for the Trust and specifically
allocated to a Fund are such as may properly be held by the Trust and
specifically allocated to
- 19 -
20
such Fund under the provisions of the Master Trust Agreement and the
Prospectus.
(i) Reliance on Certificates and Instructions. The Custodian
shall be entitled to rely upon any Certificate, notice or other
instrument in writing received from the Trust by the Custodian and
reasonably believed by the Custodian to be genuine and to be signed by
two officers of the Trust. The Custodian shall be entitled to rely
upon any Written Instruction or Oral Instruction actually received by
the Custodian pursuant to the applicable Sections of this Agreement
and reasonably believed by the Custodian to be genuine and to be given
by an Authorized Person. The Trust agrees to forward to the Custodian
a Written Instruction from an Authorized Person confirming such Oral
Instruction in such manner so that such Written Instruction are
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business on the same day that such Oral
Instruction is given to the Custodian. The Trust agrees that the fact
that such confirming instructions are not received by the Custodian
shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Trust.
The Trust agrees that the Custodian shall incur no liability to the
Trust in acting upon an Oral Instruction given to the Custodian
hereunder concerning such transactions provided such instructions
reasonably appear to have been received from a duly Authorized Person.
(j) Overdrafts. In the event that the Custodian is directed by
Written Instruction (or Oral Instruction confirmed in writing in
accordance with Section 11(i) hereof) to make any payment or transfer
of monies on behalf of any Fund for which there would be, at the close
of business on the date of such payment or transfer, insufficient
monies held by the Custodian on behalf of the Fund, the Custodian may,
in its sole discretion and as permitted by applicable law, provide an
overdraft (an "Overdraft") to the Fund in an amount sufficient to
allow the completion of such payment or transfer. Any Overdraft
provided hereunder: (a) shall be payable on the next Business Day,
unless otherwise agreed by such Fund and the Custodian; (b) shall
accrue interest from the date of the Overdraft to the date of payment
in full by such Fund at a rate agreed upon in writing, from time to
time, by the Custodian and such Fund. The Custodian and the Fund
acknowledge that the purpose of such Overdraft is to temporarily
finance the purchase of Securities for prompt delivery in accordance
with the terms hereof, to meet unanticipated or unusual redemption, to
allow the settlement of foreign exchange contracts or to meet other
emergency
- 20 -
21
expenses not reasonably foreseeable by such Fund. In the event that
the Custodian becomes aware that an Overdraft may occur in time to
prevent the Overdraft, the Custodian will promptly notify the Fund, to
the extent practicable, and cooperate with the Fund, to the extent
possible, in the Fund's attempt to avoid the Overdraft. The Custodian
shall promptly notify such Fund in writing (an "Overdraft Notice") of
any Overdraft by facsimile transmission or in such other manner as
such Fund and the Custodian may agree in writing. The Fund shall be
liable to pay the charge for the Overdraft to the extent that the Fund
is responsible for causing such Overdraft and the Custodian shall be
liable to pay the charge for the Overdraft to the extent that the
Custodian is responsible for causing such Overdraft. To secure
payment of any Overdraft, the Fund hereby grants to the Custodian a
continuing security interest in and right of setoff against the
Securities and monies in such Fund's account from time to time in the
full amount of such Overdraft. Should the Fund fail to pay promptly
any amounts owed hereunder, the Custodian shall be entitled to use
available monies in such Fund's account and to liquidate Securities in
the account as is necessary to meet such Fund's obligations under the
Overdraft; provided, that the Fund shall be entitled to choose which
Securities shall be liquidated. In any such case, and without
limiting the foregoing, the Custodian shall be entitled, to the extent
permitted by applicable law, to take such other action(s) or exercise
such other options, powers and rights as the Custodian now or
hereafter has as a secured creditor under the Massachusetts Uniform
Commercial Code or any other applicable law.
(k) Inspection of Books and Records. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Trust and by the appropriate
employees of the Securities and Exchange Commission.
The Custodian shall provide the Trust with any report obtained
by the Custodian on the system of internal accounting control of the
Book-Entry System or a Depository and with such reports on its own
systems of internal accounting control as the Trust may reasonably
request from time to time.
12. Term and Termination.
(a) This Agreement shall be effective as of the date first set
forth above (the "Effective Date") and shall continue in effect
thereafter as the parties may mutually agree.
- 21 -
22
(b) Either of the parties hereto may terminate this Agreement with
respect to any Fund by giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than
60 days after the date of receipt of such notice. In the event such
notice is given by the Trust, it shall be accompanied by a certified
vote or votes of the Board of Trustees of the Trust, electing to
terminate this Agreement with respect to any Fund and designating a
successor custodian or custodians, which shall be a person qualified
to so act under the 1940 Act.
(c) In the event that the Custodian is no longer qualified as
provided in Section 11(a) hereof, the Custodian shall immediately give
notice to the Trust as provided herein and this Agreement shall
automatically terminate as to all of the Funds as soon as it is
practicable for all the Securities and monies of the Trust and the
Funds to be delivered to the Trust or to a new custodian as provided
below and upon such delivery.
In the event notice of termination is given by the Custodian
or this Agreement is automatically terminated as provided above, as
the case may be, the Trust shall, on or before the termination date,
deliver to the Custodian a certified vote or votes of the Board of
Trustees of the Trust, designating a successor custodian or
custodians. In the absence of such designation by the Trust, the
Custodian may designate a successor custodian, which shall be a person
qualified to so act under the ▇▇▇▇ ▇▇▇. If the Trust fails to
designate a successor custodian for such Fund or Funds and the
Custodian does not designate a successor custodian for such Fund or
Funds, the Trust shall upon the date specified in the notice of
termination of this Agreement or upon the date of automatic
termination of this Agreement as provided above and upon the delivery
by the Custodian of all Securities (other than Securities held in the
Book- Entry System which cannot be delivered to the Trust) and monies
then owned by such Fund, be deemed to be its own custodian and the
Custodian shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement, other than the duty with respect to
Securities held in the Book-Entry System which cannot be delivered to
the Trust.
(d) If the Trust or the Custodian designates a successor custodian
for the Fund or Funds, upon the date set forth in such notice under
paragraph (c) of this Section 12 or upon the date of automatic
termination of this Agreement, as provided above, as the case may be,
this Agreement shall terminate to the extent specified in such notice,
and the Custodian shall upon receipt of a notice of acceptance by
- 22 -
23
the successor custodian on that date (i) deliver directly to the
successor custodian all Securities and monies then held by the
Custodian and specifically allocated to the Fund or Funds specified,
after deducting all fees, expenses and other amounts for the payment
or reimbursement of which it shall then be entitled with respect to
such Fund or Funds; and (ii) will otherwise cooperate in the transfer
of its duties and responsibilities to the successor custodian
hereunder.
13. Limitation of Liability.
The Trust and the Custodian agree that the obligations of the
Trust under this Agreement shall not be binding upon any of the
Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust and the Funds
covered under this Agreement, as provided in the Master Trust
Agreement. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust, and signed by an authorized
officer of the Trust, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer shall
be deemed to have been made by any of them or any shareholder of the
Trust individually or to impose any liability on any of them or any
shareholder of the Trust personally, but shall bind only the assets
and property of the Trust and the Funds covered under this Agreement
as provided in the Master Trust Agreement.
14. Miscellaneous.
(a) Annexed hereto as Appendix A is a certification signed by two
of the present officers of the Trust setting forth the names and the
signatures of the present Authorized Persons. The Trust agrees to
furnish to the Custodian a new certification in similar form in the
event that any such present Authorized Person ceases to be such an
Authorized Person or in the event that other or additional Authorized
Persons are elected or appointed. Until such new certification shall
be received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon Oral Instruction or signatures
of the present Authorized Persons as set forth in the last delivered
certification.
(b) Annexed hereto as Appendix B is a certification signed by two
of the present officers of the Trust setting forth the names and the
signatures of the present officers of the
- 23 -
24
Trust. The Trust agrees to furnish to the Custodian a new
certification in similar form in the event any such present officer
ceases to be an officer of the Trust or in the event that other or
additional officers are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement upon the
signature of the officers as set forth in the last delivered
certification.
(c) The Custodian shall provide the Trust and/or its investment
advisers and investment sub-advisers such reports on securities and
cash positions, transaction fails, aging of receivables and other
relevant data as the Trust or its investment advisers and investment
sub-advisers may reasonably require and shall reconcile any
differences with the records of such pricing and bookkeeping agent.
The Custodian will also timely provide the Trust's pricing and
bookkeeping agent with such information in the Custodian's possession
as the pricing and bookkeeping agent may reasonably require.
(d) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and mailed or
delivered to it at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; or at such other place or in such other manner as
the Custodian may from time to time designate in writing.
(e) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Trust, shall be
sufficiently given if addressed to the Trust and mailed or delivered
to it at its principal office and place of business first set forth
above; or at such other place or in such other manner as the Trust may
from time to time designate in writing.
(f) This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the same
formality as this Agreement, as may be permitted or required by the
▇▇▇▇ ▇▇▇.
(g) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust
without the written consent of the Custodian, or by the Custodian
without the written consent of the Trust authorized or approved by a
vote of the Board of Trustees of the Trust, and any attempted
assignment without such written consent shall be null and void.
- 24 -
25
(h) The Trust represents that a copy of the Master Trust Agreement
is on file with the Secretary of the Commonwealth of Massachusetts and
with the Boston City Clerk.
(i) This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts.
(j) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
(k) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
- 25 -
26
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective representatives duly authorized as
of the day and year first above written.
THE SIERRA VARIABLE TRUST
By /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
- 26 -
27
APPENDIX A
We, F. ▇▇▇▇▇ ▇▇▇▇▇▇, President, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive
Vice President, Treasurer and Secretary, of The Sierra Variable Trust, a
business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), do hereby certify that:
The following individuals have been duly authorized as
Authorized Persons to give Oral Instructions and Written Instructions on behalf
of the Trust.
Name Position Signature
---- -------- ---------
F. ▇▇▇▇▇ ▇▇▇▇▇▇ President /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice President, Treasurer /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
and Secretary ---------------------
▇▇▇▇▇▇▇ ▇. Goth Senior Vice President /s/ ▇▇▇▇▇▇▇ ▇. Goth
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Treasurer /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
/s/F. ▇▇▇▇▇ ▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------ -----------------
F. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President Executive Vice President, Secretary
and Treasurer
- 27 -
28
APPENDIX B
We, F. ▇▇▇▇▇ ▇▇▇▇▇▇, President, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive
Vice President, Treasurer and Secretary, of The Sierra Variable Trust, a
business trust organized under the laws of the Commonwealth of Massachusetts
(the "Trust"), do hereby certify that:
The following individuals serve in the following positions
with the Trust and each individual has been duly elected or appointed to each
such position and qualified therefor in conformity with the Trust's Master
Trust Agreement and the signatures set forth opposite their respective names
are their true and correct signatures:
Name Position Signature
---- -------- ---------
F. ▇▇▇▇▇ ▇▇▇▇▇▇ President /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice President, Treasurer /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
and Secretary --------------------
▇▇▇▇▇▇▇ ▇. Goth Senior Vice President /s/ ▇▇▇▇▇▇▇ ▇. Goth
--------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Treasurer /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
/s/F. ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------ ------------------
F. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President Executive Vice President, Treasurer
and Secretary
- ▇▇ -
▇▇
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SECURITIES DEPOSITORIES AND CLEARING AGENCIES
CEDEL
EUROCLEAR
FIRST CHICAGO CLEARING CORP.
- 29 -
30
SCHEDULE A
BOSTON SAFE DEPOSIT AND TRUST COMPANY
CUSTODY FEE SCHEDULE
A. Transaction Charges:(Domestic)
DTC, FBE $ 8.00 per trade
PTC, Muni Book Entry $10.00 per trade
Physical $30.00 per trade
Paydowns $ 5.00 per Paydown
Time Deposit/Mutual Fund $30.00 per trade
(Other than Dreyfus)
Options: (open, close) $25.00 per trade
Options: (exercised, expired) $10.00 per trade
B. Earnings credits:
Earnings credits will be provided on 90% of idle U.S. dollar balances
at an annualized rate equal to the 90 day U.S. Treasury ▇▇▇▇ rate for
the period. If the earnings credit exceeds the total custody ▇▇▇▇ in
a given month, the excess earnings credit will be carried forward and
can be used to offset future custody bills. If the earnings credit is
less than the custody ▇▇▇▇ in a given month plus any previous excess
earnings credit, then an invoice will be due for that amount.
Earnings credits will be used exclusively to offset custody bills.
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31
SCHEDULE A
(continued)
BOSTON SAFE DEPOSIT AND TRUST COMPANY
GLOBAL CUSTODY FEE SCHEDULE
C. Global Safekeeping:
1. EUROCLEAR/CEDEL/FIRST CHICAGO CLEARING CORP.:
The Trust shall pay the Custodian the following transaction
charge for assets held through Euroclear/Cedel at the end of
each month:
$30 per transaction
2. Global Safekeeping - Group I, Group II, Group III, Group IV,
Group V and Group VI Markets:
The Trust shall pay the Custodian the following transaction
charges with respect to the Group listed below.
Group I Transactions $35.00 per transaction
Group II Transactions $40.00 per transaction
Group III Transactions $50.00 per transaction
Group IV Transactions $60.00 per transaction
Group V Transactions $70.00 per transaction
Group VI Transactions $85.00 per transaction
*Third Party F/X $20.00 per FX
_______________
* A Third Party F/X is one in which Boston Safe is not the
currency broker. This charge will be assessed only on
transactions where funds are actually transferred.
Reimbursable out-of-pocket expenses will be added to each
monthly invoice and will include, but not be limited to, such
customary items as telephone, wire charges ($5.00 per wire),
stamp duties, securities registration, postage, courier
services and duplication charges.
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32
SCHEDULE A
(continued)
COUNTRY GROUPS
GROUP I GROUP II GROUP III GROUP IV
------- -------- --------- --------
Australia Belgium Austria Argentina
Canada Denmark Finland Czech Republic
Germany France Hong Kong Philippines
Japan Ireland Israel Sri Lanka
Italy Malaysia Taiwan
Netherlands Mexico Turkey
New Zealand Norway
South Africa South Korea
Spain Singapore
Sweden Thailand
Switzerland
United Kingdom
GROUP V GROUP VI
------- --------
Indonesia Bangladesh
Luxembourg Brazil
Peru China-Shanghai
Portugal China Shenzhen
Colombia
Greece
Hungary
India
Jordan
Pakistan
Poland
Venezuela
THE SIERRA VARIABLE TRUST
BY: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
NAME: F. ▇▇▇▇▇ ▇▇▇▇▇▇
TITLE: President
BOSTON SAFE DEPOSIT AND TRUST
COMPANY
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
NAME: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TITLE: Vice President
Dated: January 1, 1996
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33
SCHEDULE B
OUT-OF-POCKET CHARGES
The Trust will pay to the Custodian as soon as possible after the end
of each month all out-of-pocket expenses reasonably incurred in connection with
the assets of each Fund of the Trust.
THE SIERRA VARIABLE TRUST
By /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Dated: January 1, 1996.
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34
SCHEDULE C
FUNDS OF THE SIERRA VARIABLE TRUST
COVERED UNDER THIS CUSTODY AGREEMENT
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
THE SIERRA VARIABLE TRUST
By /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Dated: January 1, 1996.
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