Common use of Duties as Administrator Clause in Contracts

Duties as Administrator. Xxxxx Fargo shall, at its expense, provide ----------------------- the following administrative services in connection with the operations of Life & Annuity and the Funds: (a) track authorized vs. issued shares; (b) furnish statistical and research data; (c) coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reports, and other material required to be filed under applicable laws; (d) coordinate (or assist in) the preparation of reports and other information materials regarding the Funds including proxies and other shareholder communications, and review prospectuses; (e) prepare expense table information for annual updates; (f) provide legal and regulatory advice to the Funds in connection with its other administrative functions; (g) provide office facilities and clerical support for the Funds; (h) develop and implement procedures for monitoring compliance with regulatory requirements and compliance with the Funds' investment objectives, policies and restrictions; (i) provide liaison with the Funds' independent auditors; (j) prepare and file tax returns; (k) review payments of Fund expenses; (l) prepare expense budgeting and accruals; (m) provide communication, coordination, and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication services; (n) provide information to the Funds' distributor concerning fund performance and administration; (o) assist Life & Annuity in the development of additional investment portfolios; (p) provide reports to the Funds' board of trustees regarding its activities; (q) assist in the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds' board of trustees; and (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.

Duties as Administrator. Xxxxx Fargo shallUBS Global AM shall furnish, at its own expense, provide ----------------------- the following administrative services executive, supervisory and clerical personnel necessary in connection with order to administer the operations affairs of Life & Annuity the Trust and each Fund subject to the Fundssupervision of the Trust's Board of Trustees ("Board"). In carrying out the terms of this Contract, UBS Global AM shall: (a) track authorized vs. issued sharesprovide office space, equipment and facilities (which may include UBS Global AM's or its affiliates) for maintaining the Trust's organization, for meetings of the Trust's Board and shareholders, and for performing administrative services hereunder; (b) furnish statistical supervise and research datamanage all aspects of the Funds' operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board; (c) coordinate (or assist in) the preparation provide certain internal clerical and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reportslegal services, and other material required to be filed under applicable lawsstationery and office supplies; (d) coordinate (or assist inprovide accounting services, including: 1) determining and arranging for the preparation publication of reports the net asset value of each Fund; 2) preparing financial information for presentation to the Trust's Board; 3) preparing and monitoring the Trust's annual expense budget, and establishing daily accruals; 4) calculating contractual expenses and coordinating payment of Fund expenses; 5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the Trust's transfer agent with respect to the payment of dividends and other distributions to shareholders; 6) calculating total return (and, if applicable, yield) information materials regarding as described in the Funds including proxies current prospectuses and other shareholder communications, and review prospectusesstatement of additional information; 7) coordinating audit packages for use by independent public accountants; 8) responding to regulatory audits; (e) prepare expense table provide non-investment related statistical and research data and such other reports, evaluations and information for annual updatesas the Funds may request from time to time; (f) provide legal monitor each Fund's compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and regulatory advice to the Funds in connection with its other administrative functionsapplicable laws and regulations; (g) provide office facilities prepare, to the extent requested by the Trust, and clerical support for the Fundscoordinate with Trust's counsel, prospectuses, statements of additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders; (h) develop arrange for the printing and implement procedures for monitoring compliance with regulatory requirements and compliance with mailing (at the Funds' investment objectivesexpense) of an annual list of shareholders, policies proxy statements and restrictionsother reports or other materials provided to the Funds' shareholders; (i) provide liaison with supervise and facilitate the Funds' independent auditorssolicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings; (j) prepare support outside auditors in preparing and file filing all the Funds' federal and state tax returnsreturns and required tax filings; (k) review payments prepare periodic reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities with the advice of Fund expensesthe Funds' counsel; (l) prepare expense budgeting maintain the Trust's existence, and accrualsduring such times as the shares of the Funds are publicly offered, maintain the registration and qualification of the Funds' shares under federal and state law; (m) provide communicationcoordinate the Trust's board meeting schedule, coordination, initiate the agenda and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication servicescoordinate production of board meeting materials; (n) provide information individuals acceptable to the Funds' distributor concerning fund performance and administrationTrustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust's affairs as determined by the Trustees; (o) assist Life & Annuity in keep and maintain the development financial accounts and records of additional investment portfoliosthe Funds; (p) provide reports analyze and propose changes to shareholder services designed to enhance the Funds' board value or convenience of trustees regarding its activitiesthe Funds as an investment vehicle; (q) assist obtain and keep in the preparation effect fidelity bonds and assembly of meeting materials, including comparable fee information, as required, directors and officers/errors and omissions insurance policies for the Funds' board Trust in accordance with the requirements of trustees; and (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity Rules 17g-1 and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.17d-1

Duties as Administrator. Xxxxx Fargo shallXxxxxxx Advisors shall furnish, at its ----------------------- own expense, provide ----------------------- the following administrative services executive, supervisory and clerical personnel necessary in connection with order to administer the operations affairs of Life & Annuity the Trust and each Fund subject to the Fundssupervision of the Trust's Board of Trustees ("Board"). In carrying out the terms of this Contract, Xxxxxxx Advisors shall: (a) track authorized vs. issued sharesprovide office space, equipment and facilities (which may be Xxxxxxx Advisors' or its affiliates') for maintaining the Trust's organization, for meetings of the Trust's Board and shareholders, and for performing administrative services hereunder; (b) furnish statistical supervise and research datamanage all aspects of the Funds' operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board; (c) coordinate (or assist in) the preparation provide certain internal clerical and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reportslegal services, and other material required to be filed under applicable lawsstationery and office supplies; (d) coordinate (or assist inprovide accounting services, including: 1) determining and arranging for the preparation publication of reports the net asset value of each Fund; 2) preparing financial information for presentation to the Trust's Board; 3) preparing and monitoring the Trust's annual expense budget, and establishing daily accruals; 4) calculating contractual expenses and coordinating payment of Fund expenses; 5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the Trust's transfer agent with respect to the payment of dividends and other distributions to shareholders; 6) calculating total return (and, if applicable, yield) information materials regarding as described in the Funds including proxies current prospectuses and other shareholder communications, and review prospectusesstatement of additional information; 7) coordinating audit packages for use by independent public accountants; 8) responding to regulatory audits; (e) prepare expense table provide non-investment related statistical and research data and such other reports, evaluations and information for annual updatesas the Funds may request from time to time; (f) provide legal monitor each Fund's compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and regulatory advice to the Funds in connection with its other administrative functionsapplicable laws and regulations; (g) provide office facilities prepare, to the extent requested by the Trust, and clerical support for the Fundscoordinate with Trust's counsel, prospectuses, statements of additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders; (h) develop arrange for the printing and implement procedures for monitoring compliance with regulatory requirements and compliance with mailing (at the Funds' investment objectivesexpense) of an annual list of shareholders, policies proxy statements and restrictionsother reports or other materials provided to the Funds' shareholders; (i) provide liaison with supervise and facilitate the Funds' independent auditorssolicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings; (j) prepare support outside auditors in preparing and file filing all the Funds' federal and state tax returnsreturns and required tax filings; (k) review payments prepare periodic reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities with the advice of Fund expensesthe Funds' counsel; (l) prepare expense budgeting maintain the Trust's existence, and accrualsduring such times as the shares of the Funds are publicly offered, maintain the registration and qualification of the Funds' shares under federal and state law; (m) provide communicationcoordinate the Trust's board meeting schedule, coordination, initiate the agenda and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication servicescoordinate production of board meeting materials; (n) provide information individuals acceptable to the Funds' distributor concerning fund performance and administrationTrustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust's affairs as determined by the Trustees; (o) assist Life & Annuity in keep and maintain the development financial accounts and records of additional investment portfoliosthe Funds; (p) provide reports analyze and propose changes to shareholder services designed to enhance the Funds' board value or convenience of trustees regarding its activitiesthe Funds as an investment vehicle; (q) assist obtain and keep in the preparation effect fidelity bonds and assembly of meeting materials, including comparable fee information, as required, directors and officers/errors and omissions insurance policies for the Funds' board Trust in accordance with the requirements of trustees; and (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity Rules 17g-1 and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.17d-1

Duties as Administrator. Xxxxx Fargo shallUBS Global AM shall furnish, at its own expense, provide ----------------------- the following administrative services executive, supervisory and clerical personnel necessary in connection with order to administer the operations affairs of Life & Annuity the Trust and each Fund subject to the Fundssupervision of the Trust’s Board of Trustees (“Board”). In carrying out the terms of this Contract, UBS Global AM shall: (a) track authorized vs. issued sharesprovide office space, equipment and facilities (which may include UBS Global AM’s or its affiliates) for maintaining the Trust’s organization, for meetings of the Trust’s Board and shareholders, and for performing administrative services hereunder; (b) furnish statistical supervise and research datamanage all aspects of the Funds’ operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board; (c) coordinate (or assist in) the preparation provide certain internal clerical and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reportslegal services, and other material required to be filed under applicable lawsstationery and office supplies; (d) coordinate (or assist inprovide accounting services, including: 1) determining and arranging for the preparation publication of reports the net asset value of each Fund; 2) preparing financial information for presentation to the Trust’s Board; 3) preparing and monitoring the Trust’s annual expense budget, and establishing daily accruals; 4) calculating contractual expenses and coordinating payment of Fund expenses; 5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the Trust’s transfer agent with respect to the payment of dividends and other distributions to shareholders; 6) calculating total return (and, if applicable, yield) information materials regarding as described in the Funds including proxies current prospectuses and other shareholder communications, and review prospectusesstatement of additional information; 7) coordinating audit packages for use by independent public accountants; 8) responding to regulatory audits; (e) prepare expense table provide non-investment related statistical and research data and such other reports, evaluations and information for annual updatesas the Funds may request from time to time; (f) provide legal monitor each Fund’s compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and regulatory advice to the Funds in connection with its other administrative functionsapplicable laws and regulations; (g) provide office facilities prepare, to the extent requested by the Trust, and clerical support for the Fundscoordinate with Trust’s counsel, prospectuses, statements of additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders; (h) develop arrange for the printing and implement procedures for monitoring compliance with regulatory requirements mailing (at the Fund’s expense) of an annual list of shareholders, proxy statements and compliance with other reports or other materials provided to the Funds' investment objectives, policies and restrictions’ shareholders; (i) provide liaison with supervise and facilitate the Funds' independent auditorssolicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings; (j) prepare support outside auditors in preparing and file filing all the Funds’ federal and state tax returnsreturns and required tax filings; (k) review payments prepare periodic reports to and filings with the Securities and Exchange Commission (the “SEC”) and state Blue Sky authorities with the advice of Fund expensesthe Funds’ counsel; (l) prepare expense budgeting maintain the Trust’s existence, and accrualsduring such times as the shares of the Funds are publicly offered, maintain the registration and qualification of the Funds’ shares under federal and state law; (m) provide communicationcoordinate the Trust’s board meeting schedule, coordination, initiate the agenda and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication servicescoordinate production of board meeting materials; (n) provide information individuals acceptable to the Funds' distributor concerning fund performance and administrationTrustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trustees; (o) assist Life & Annuity in keep and maintain the development financial accounts and records of additional investment portfoliosthe Funds; (p) provide reports analyze and propose changes to shareholder services designed to enhance the Funds' board value or convenience of trustees regarding its activitiesthe Funds as an investment vehicle; (q) assist obtain and keep in the preparation effect fidelity bonds and assembly of meeting materials, including comparable fee information, as required, directors and officers/errors and omissions insurance policies for the Funds' board Trust in accordance with the requirements of trustees; andRules 17g-1 and 17d-1(7) under the 1940 Act as such bonds and policies are approved by the Trust’s Board of Trustees; (r) provide the Board on a regular basis with reports and analyses of each Fund’s operations and the operations of comparable investment companies; and (s) take any other administrative services reasonably necessary for the operation of the Funds other than those services that are actions which appear to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 UBS Global AM and the 1940 Act, as may be amended from time Board necessary to time; (b) consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under carry into effect the purposes of this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & AnnuityContract.

Duties as Administrator. Xxxxx Fargo shallUBS Global AM shall furnish, at its own expense, provide ----------------------- the following administrative services executive, supervisory and clerical personnel necessary in connection with order to administer the operations affairs of Life & Annuity the Trust and each Fund subject to the Fundssupervision of the Trust's Board of Trustees ("Board"). In carrying out the terms of this Contract, UBS Global AM shall: (a) track authorized vs. issued sharesprovide office space, equipment and facilities (which may UBS Global AM's or its affiliates') for maintaining the Trust's organization, for meetings of the Trust's Board and shareholders, and for performing administrative services hereunder; (b) furnish statistical supervise and research datamanage all aspects of the Funds' operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board; (c) coordinate (or assist in) the preparation provide certain internal clerical and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reportslegal services, and other material required to be filed under applicable lawsstationery and office supplies; (d) coordinate (or assist inprovide accounting services, including: 1) determining and arranging for the preparation publication of reports the net asset value of each Fund; 2) preparing financial information for presentation to the Trust's Board; 3) preparing and monitoring the Trust's annual expense budget, and establishing daily accruals; 4) calculating contractual expenses and coordinating payment of Fund expenses; 5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the Trust's transfer agent with respect to the payment of dividends and other distributions to shareholders; 6) calculating total return (and, if applicable, yield) information materials regarding as described in the Funds including proxies current prospectuses and other shareholder communications, and review prospectusesstatement of additional information; 7) coordinating audit packages for use by independent public accountants; 8) responding to regulatory audits; (e) prepare expense table provide non-investment related statistical and research data and such other reports, evaluations and information for annual updatesas the Funds may request from time to time; (f) provide legal monitor each Fund's compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and regulatory advice to the Funds in connection with its other administrative functionsapplicable laws and regulations; (g) provide office facilities prepare, to the extent requested by the Trust, and clerical support for the Fundscoordinate with Trust's counsel, prospectuses, statements of additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders; (h) develop arrange for the printing and implement procedures for monitoring compliance with regulatory requirements and compliance with mailing (at the Funds' investment objectivesexpense) of an annual list of shareholders, policies proxy statements and restrictionsother reports or other materials provided to the Funds' shareholders; (i) provide liaison with supervise and facilitate the Funds' independent auditorssolicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings; (j) prepare support outside auditors in preparing and file filing all the Funds' federal and state tax returnsreturns and required tax filings; (k) review payments prepare periodic reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities with the advice of Fund expensesthe Funds' counsel; (l) prepare expense budgeting maintain the Trust's existence, and accrualsduring such times as the shares of the Funds are publicly offered, maintain the registration and qualification of the Funds' shares under federal and state law; (m) provide communicationcoordinate the Trust's board meeting schedule, coordination, initiate the agenda and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication servicescoordinate production of board meeting materials; (n) provide information individuals acceptable to the Funds' distributor concerning fund performance and administrationTrustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust's affairs as determined by the Trustees; (o) assist Life & Annuity in keep and maintain the development financial accounts and records of additional investment portfoliosthe Funds; (p) provide reports analyze and propose changes to shareholder services designed to enhance the Funds' board value or convenience of trustees regarding its activitiesthe Funds as an investment vehicle; (q) assist obtain and keep in the preparation effect fidelity bonds and assembly of meeting materials, including comparable fee information, as required, directors and officers/errors and omissions insurance policies for the Funds' board Trust in accordance with the requirements of trustees; and (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity Rules 17g-1 and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.17d-1

Duties as Administrator. Xxxxx Fargo shall, at its expense, provide ----------------------- the following administrative services in connection with the operations of Life & Annuity Stagecoach and the Funds: (a) track authorized vs. issued shares; (b) furnish statistical and research data; (c) coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reports, and other material required to be filed under applicable laws; (d) coordinate (or assist in) the preparation of reports and other information materials regarding the Funds including proxies and other shareholder communications, and review prospectuses; (e) prepare expense table information for annual updates; (f) provide legal and regulatory advice to the Funds in connection with its other administrative functions; (g) provide office facilities and clerical support for the Funds; (h) develop and implement procedures for monitoring compliance with regulatory requirements and compliance with the Funds' investment objectives, policies and restrictions; (i) provide liaison with the Funds' independent auditors; (j) prepare and file tax returns; (k) review payments of Fund expenses; (l) prepare expense budgeting and accruals; (m) provide communication, coordination, and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication services; (n) provide information to the Funds' distributor concerning fund performance and administration; (o) assist Life & Annuity Stagecoach in the development of additional investment portfolios; (p) provide reports to the Funds' board of trustees directors regarding its activities; (q) assist in the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds' board of trustees; anddirectors; (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity Stagecoach and Xxxxx Fargo, and by Life & AnnuityStagecoach's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & AnnuityStagecoach's Declaration Articles of Trust Incorporation and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & AnnuityStagecoach's registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity Stagecoach as necessary and appropriate; and (c) advise and report to Life & Annuity Stagecoach and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity Stagecoach with a copy of each sub-administration agreement it executes relating to Life & AnnuityStagecoach. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & AnnuityStagecoach.

Duties as Administrator. Xxxxx Fargo shallUBS Global AM shall furnish, at its own expense, provide ----------------------- the following administrative services executive, supervisory and clerical personnel necessary in connection with order to administer the operations affairs of Life & Annuity the Trust and each Fund subject to the Fundssupervision of the Trust's Board of Trustees ("Board"). In carrying out the terms of this Contract, UBS Global AM shall: (a) track authorized vs. issued sharesprovide office space, equipment and facilities (which may include UBS Global AM's or its affiliates) for maintaining the Trust's organization, for meetings of the Trust's Board and shareholders, and for performing administrative services hereunder; (b) furnish statistical supervise and research datamanage all aspects of the Funds' operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board; (c) coordinate (or assist in) the preparation provide certain internal clerical and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reportslegal services, and other material required to be filed under applicable lawsstationery and office supplies; (d) coordinate (or assist inprovide accounting services, including: 1) determining and arranging for the preparation publication of reports the net asset value of each Fund; 2) preparing financial information for presentation to the Trust's Board; 3) preparing and monitoring the Trust's annual expense budget, and establishing daily accruals; 4) calculating contractual expenses and coordinating payment of Fund expenses; 5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the Trust's transfer agent with respect to the payment of dividends and other distributions to shareholders; 6) calculating total return (and, if applicable, yield) information materials regarding as described in the Funds including proxies current prospectuses and other shareholder communications, and review prospectusesstatement of additional information; 7) coordinating audit packages for use by independent public accountants; 8) responding to regulatory audits; (e) prepare expense table provide non-investment related statistical and research data and such other reports, evaluations and information for annual updatesas the Funds may request from time to time; (f) provide legal monitor each Fund's compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and regulatory advice to the Funds in connection with its other administrative functionsapplicable laws and regulations; (g) provide office facilities prepare, to the extent requested by the Trust, and clerical support for the Fundscoordinate with Trust's counsel, prospectuses, statements of additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders; (h) develop arrange for the printing and implement procedures for monitoring compliance with regulatory requirements mailing (at the Fund's expense) of an annual list of shareholders, proxy statements and compliance with other reports or other materials provided to the Funds' investment objectives, policies and restrictionsshareholders; (i) provide liaison with supervise and facilitate the Funds' independent auditorssolicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings; (j) prepare support outside auditors in preparing and file filing all the Funds' federal and state tax returnsreturns and required tax filings; (k) review payments prepare periodic reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities with the advice of Fund expensesthe Funds' counsel; (l) prepare expense budgeting maintain the Trust's existence, and accrualsduring such times as the shares of the Funds are publicly offered, maintain the registration and qualification of the Funds' shares under federal and state law; (m) provide communicationcoordinate the Trust's board meeting schedule, coordination, initiate the agenda and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication servicescoordinate production of board meeting materials; (n) provide information individuals acceptable to the Funds' distributor concerning fund performance and administrationTrustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust's affairs as determined by the Trustees; (o) assist Life & Annuity in keep and maintain the development financial accounts and records of additional investment portfoliosthe Funds; (p) provide reports analyze and propose changes to shareholder services designed to enhance the Funds' board value or convenience of trustees regarding its activitiesthe Funds as an investment vehicle; (q) assist obtain and keep in the preparation effect fidelity bonds and assembly of meeting materials, including comparable fee information, as required, directors and officers/errors and omissions insurance policies for the Funds' board Trust in accordance with the requirements of trustees; and (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity Rules 17g-1 and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.17d-1

Duties as Administrator. Xxxxx Fargo shallXxxxxxx Advisors shall furnish, at its own expense, provide ----------------------- the following administrative services executive, supervisory and clerical personnel necessary in connection with order to administer the operations affairs of Life & Annuity the Trust and each Fund subject to the Fundssupervision of the Trust's Board of Trustees ("Board"). In carrying out the terms of this Contract, Xxxxxxx Advisors shall: (a) track authorized vs. issued sharesprovide office space, equipment and facilities (which may be Xxxxxxx Advisors' or its affiliates') for maintaining the Trust's organization, for meetings of the Trust's Board and shareholders, and for performing administrative services hereunder; (b) furnish statistical supervise and research datamanage all aspects of the Funds' operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board; (c) coordinate (or assist in) the preparation provide certain internal clerical and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reportslegal services, and other material required to be filed under applicable lawsstationery and office supplies; (d) coordinate (or assist inprovide accounting services, including: 1) determining and arranging for the preparation publication of reports the net asset value of each Fund; 2) preparing financial information for presentation to the Trust's Board; 3) preparing and monitoring the Trust's annual expense budget, and establishing daily accruals; 4) calculating contractual expenses and coordinating payment of Fund expenses; 5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the Trust's transfer agent with respect to the payment of dividends and other distributions to shareholders; 6) calculating total return (and, if applicable, yield) information materials regarding as described in the Funds including proxies current prospectuses and other shareholder communications, and review prospectusesstatement of additional information; 7) coordinating audit packages for use by independent public accountants; 8) responding to regulatory audits; (e) prepare expense table provide non-investment related statistical and research data and such other reports, evaluations and information for annual updatesas the Funds may request from time to time; (f) provide legal monitor each Fund's compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and regulatory advice to the Funds in connection with its other administrative functionsapplicable laws and regulations; (g) provide office facilities prepare, to the extent requested by the Trust, and clerical support for the Fundscoordinate with Trust's counsel, prospectuses, statements of additional information, registration statements, proxy statements and annual and semi-annual reports to shareholders; (h) develop arrange for the printing and implement procedures for monitoring compliance with regulatory requirements and compliance with mailing (at the Funds' investment objectivesexpense) of an annual list of shareholders, policies proxy statements and restrictionsother reports or other materials provided to the Funds' shareholders; (i) provide liaison with supervise and facilitate the Funds' independent auditorssolicitation of proxies solicited by the Trust for all shareholder meetings, including the tabulation process for shareholder meetings; (j) prepare support outside auditors in preparing and file filing all the Funds' federal and state tax returnsreturns and required tax filings; (k) review payments prepare periodic reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities with the advice of Fund expensesthe Funds' counsel; (l) prepare expense budgeting maintain the Trust's existence, and accrualsduring such times as the shares of the Funds are publicly offered, maintain the registration and qualification of the Funds' shares under federal and state law; (m) provide communicationcoordinate the Trust's board meeting schedule, coordination, initiate the agenda and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication servicescoordinate production of board meeting materials; (n) provide information individuals acceptable to the Funds' distributor concerning fund performance and administrationTrustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the management of certain of the Trust's affairs as determined by the Trustees; (o) assist Life & Annuity in keep and maintain the development financial accounts and records of additional investment portfoliosthe Funds; (p) provide reports analyze and propose changes to shareholder services designed to enhance the Funds' board value or convenience of trustees regarding its activitiesthe Funds as an investment vehicle; (q) assist obtain and keep in the preparation effect fidelity bonds and assembly of meeting materials, including comparable fee information, as required, directors and officers/errors and omissions insurance policies for the Funds' board Trust in accordance with the requirements of trustees; and (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity Rules 17g-1 and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.17d-1

Duties as Administrator. Xxxxx Fargo shallUBS AM shall furnish, at its own expense, provide ----------------------- the following administrative services executive, supervisory and clerical personnel necessary in connection with order to administer the operations affairs of Life & Annuity the Trust and each Fund subject to the Fundssupervision of the Trust’s Board of Trustees (“Board”). In carrying out the terms of this Contract, UBS AM shall: (a) track authorized vs. issued sharesprovide office space, equipment and facilities (which may include UBS AM’s or its affiliates) for maintaining the Trust’s organization, for meetings of the Trust’s Board and shareholders, and for performing administrative services hereunder; (b) furnish statistical supervise and research datamanage all aspects of the Funds’ operations (other than investment advisory activities), assist in the selection of and supervise relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Board, including any third-party data providers engaged to assist in performing administrative services hereunder; (c) coordinate (or assist in) the preparation provide certain internal clerical and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reportslegal services, and other material required to be filed under applicable lawsstationery and office supplies; (d) coordinate (or assist inprovide accounting services, including: 1) determining and arranging for the preparation publication of reports the net asset value of each Fund; 2) preparing financial information for presentation to the Trust’s Board; 3) preparing and monitoring the Trust’s annual expense budget, and establishing daily accruals; 4) calculating contractual expenses and coordinating payment of Fund expenses; 5) calculating periodic dividend rates to be declared in accordance with guidelines and supervising the Trust’s transfer agent with respect to the payment of dividends and other distributions to shareholders; 6) providing calculations of total return (and, if applicable, yield) information materials regarding as described in the Funds including proxies current prospectuses and other shareholder communications, and review prospectusesstatements of additional information; 7) coordinating audit packages for use by independent public accountants; 8) responding to regulatory audits; (e) prepare expense table information for annual updatesand maintain disclosure controls and procedures with respect to, among other matters, internal controls over financial reporting, including, without limitation, obtaining such vendor/third-party service provider sub-certifications and other diligence as deemed required or appropriate in accordance with and pursuant to the Sxxxxxxx-Xxxxx Act of 2002, as amended; (f) provide legal in conjunction with UBS Asset Management (US) Inc., registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (“1934 Act”), and regulatory advice to the Funds in connection with its other administrative functionsTrust’s distributor (“UBS AM – US”), design, implement and oversee the Trust’s Anti-Money Laundering Program; (g) provide office facilities in conjunction with UBS AM – US, design, implement and clerical support for oversee the FundsTrust’s program to deter market-timers and other transaction activity that may result in material dilution or other unfair results to existing shareholders; (h) develop and implement procedures for monitoring compliance assist with regulatory requirements and compliance with liquidity management of the Funds' investment objectives, policies and, to the extent approved by the Board, serve as administrator for the Trust’s Liquidity Risk Management Program (“LRMP”) under SEC Rule 22e-4 and restrictionsperform functions as provided in the LRMP; (i) provide liaison with non-investment related statistical and research data and such other reports, evaluations and information as the Funds' independent auditorsFunds may request from time to time; (j) prepare monitor each Fund’s compliance with the current registration statement, the 1940 Act, the Internal Revenue Code and file tax returnsother applicable laws and regulations; (k) review payments prepare, to the extent requested by the Trust, and coordinate with Trust’s counsel, prospectuses, statements of Fund expensesadditional information, registration statements, proxy statements and annual and semi-annual reports to shareholders; (l) prepare expense budgeting arrange for the printing and accrualsmailing (at the Fund’s expense) of an annual list of shareholders, proxy statements and other reports or other materials provided to the Funds’ shareholders, to the extent required by applicable law or otherwise directed by the Board; (m) provide communicationsupervise and facilitate the solicitation of proxies solicited by the Trust for all shareholder meetings, coordination, and supervision services with regard to including the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or tabulation process for shareholder communication servicesmeetings; (n) provide information to support outside auditors in preparing and filing all the Funds' distributor concerning fund performance ’ federal and administrationstate tax returns and required tax filings; (o) assist Life & Annuity in prepare, or supervise the development preparation of, periodic reports to and filings with the Securities and Exchange Commission (the “SEC”) and state Blue Sky authorities with the advice of additional investment portfoliosthe Funds’ counsel; (p) provide reports to maintain the Trust’s existence, and during such times as the shares of the Funds are publicly offered, maintain the registration and qualification of the Funds' board of trustees regarding its activities’ shares under federal and state law; (q) assist in coordinate the preparation Trust’s board meeting schedule, initiate the agenda and assembly coordinate production of board meeting materials, including comparable fee information, as required, for the Funds' board of trustees; and; (r) provide any other administrative services reasonably necessary individuals acceptable to the Trustees for nomination, appointment, or election as officers of the Trust, who will be responsible for the operation management of certain of the Trust’s affairs as determined by the Trustees; (s) keep and maintain the financial accounts and records of the Funds; (t) analyze and propose changes to shareholder services designed to enhance the value or convenience of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement as an investment vehicle; (u) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Life & Annuity the requirements of Rules 17g-1 and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it 17d-1(7) under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, Act as such bonds and policies are approved by the Trust’s Board of Trustees; (v) provide the Board on a regular basis with reports and analyses of each Fund’s operations and the operations of comparable investment companies; and (w) take any other applicable laws as may be amended from time actions which appear to time; and Life & Annuity's registration statement under the Securities Act of 1933 UBS AM and the 1940 ActBoard necessary to carry into effect the purposes of this Contract. To the extent UBS AM engages a third-party data service to assist with the calculation of total return (and, if applicable, yield) information as may be amended from time to time; (bdescribed in the current prospectus(es) consult and coordinate with legal counsel to Life & Annuity as necessary statement(s) of additional information, UBS AM shall supervise and appropriate; oversee such third party and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each review the accuracy of such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuitycalculations.

Duties as Administrator. Xxxxx Fargo shallSubject to the supervision and direction of the Board of Trustees of the Trust, at its expenseBofA Advisors, provide ----------------------- as Administrator, will assist in supervising various aspects of the Trust’s administrative operations and undertakes to perform the following specific services from and after the effective date of this Agreement: (a) (Maintain office facilities for the Trust (which may be in the offices of BofA Advisors or a corporate affiliate); (b) Furnish clerical services, internal executive and administrative services and stationery and office supplies in connection with the foregoing; (c) Assist in furnishing statistical and research data and data processing services in connection with the operations of Life & Annuity and the Funds: (a) track authorized vs. issued shares; (b) furnish statistical and research data; (c) coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reports, and other material required to be filed under applicable lawsforegoing; (d) coordinate (or assist in) Furnish corporate secretarial services, including assisting in the coordination of the preparation and distribution of reports and other information materials regarding the Funds including proxies and other shareholder communications, and review prospectusesfor Board of Trustees meetings; (e) prepare expense table information for annual updatesProvide the services by certain persons who may be appointed as officers of the Trust by the Trust’s Board of Trustees; (f) provide Assist in coordinating the provision of legal advice and regulatory advice counsel to the Funds Trust with respect to regulatory matters, including monitoring regulatory and legislative developments which may affect the Trust and assisting in the strategic response to such developments, counseling and assisting the Trust in routine regulatory examinations or investigations of the Trust, and working closely with outside counsel to the Trust in connection with its other administrative functionsany litigation in which the Trust is involved; (g) provide office facilities Prepare and clerical support for file timely the Fundscertified final versions of the annual and semi-annual report on Form N-CSR; (h) develop Coordinate the preparation and implement procedures for monitoring compliance with regulatory requirements and compliance with filing of the Funds' investment objectives, policies and restrictions’ voting records on Form N-PX; (i) provide liaison with File holdings reports on Form N-Q as required at the end of the first and third fiscal quarters of each year so long as such reports are required and thereafter, following implementation by the Funds' independent auditors’ of the filing requirements under Rule 30b 1-7 under the 1940 Act, file monthly schedules of portfolio holdings on Form N-MFP, and, as applicable, assist the Funds in posting and maintaining required schedules of investments and related information on their website; (j) prepare Assist in coordinating the preparation of reports to the Trust’s shareholders of record and file tax returnsthe SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; (k) review payments Coordinate with the Trust regarding the jurisdictions in which the Shares shall be registered or qualified for sale and, in connection therewith, be responsible for the registration or qualification and the maintenance of such registration or qualification of Shares for sale under the securities laws of any state. Payment of share registration fees and any fees for qualifying or continuing the qualification of the Trust or any Fund expensesas a dealer or broker shall be made or reimbursed by the Trust or that Fund, respectively; (l) prepare expense budgeting Assist in the preparation and accrualsfiling on a timely basis of various reports, registration statements and post-effective amendments thereto, and other documents required by federal, state and other applicable laws and regulations, other than those filed or required to be filed by the Funds’ adviser, sub-advisers, transfer agent, sub-administrator or custodian; (m) provide communication, coordination, Administer the implementation and supervision services with regard to required distribution of the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication servicesTrust’s privacy policy as required under Regulation S-P; (n) provide information to Implement and maintain a disaster recovery program for the Funds' distributor concerning fund performance Trust’s records, and administrationa business continuity plan; (o) assist Life & Annuity Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of Trustees in accordance with Rule 38a-1 under the development of additional investment portfolios1000 Xxx) as reasonably requested; (p) provide reports to Perform certain compliance procedures for the Funds' board Trust which will include, among other matters, monitoring compliance with personal trading guidelines by the Trust’s Board of trustees regarding its activitiesTrustees; (q) Assist the Trust with its obligations under Section 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder (i) is, to the best of BofA Advisors’ knowledge, true and complete when given and (ii) is properly recorded, processed, summarized, or reported by BofA Advisors or its affiliates on behalf of the Trust so that it may be included in financial information certified by Trust officers on Form N-CSR and Form N-Q; (r) Accumulate information for reports to the Trust’s shareholders of record and the SEC including, but not necessarily limited to, annual reports and semi-annual reports to shareholders and on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; (s) Prepare and file on a timely basis the Trust’s tax returns, including foreign, federal, state, local and excise tax returns, as applicable, and any other tax filings, and issue all tax-related information to shareholders, including IRS Form-1099 and other applicable tax forms; (t) Prepare and file any claims in connection with class actions involving portfolio securities, handle administrative matters in connection with the litigation or settlement of such claims, and prepare a report to the Board regarding such matters; (u) Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with Rules 17g-l and I7d-1 under the 1940 Act at the expense of the Trust and Funds and ensure that such fidelity bonds and any related notices are filed with the SEC as required under the 1940 Act, to the extent such bonds and policies are approved by the Board; (v) Monitor the development and implementation of certain compliance procedures for the Trust including, but not limited to, monitoring: (i) each Fund’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, including performing, on a monthly basis and based upon information provided by the Fund’s adviser or sub-advisers, the 90% gross income and asset diversification tests derived from such Sub-Chapter; and (ii) compliance by each Fund with its investment objective, policies and restrictions, and applicable laws and regulations; (w) Prepare and furnish to the Trust monthly broker security transaction summaries and monthly security transaction listings and (at the Trust’s request) performance information (including yield and total return information) calculated in accordance with applicable U.S. securities laws and reporting to external databases such information as may reasonably be requested; (x) Assist the Trust and its agents in their accumulation and preparation of materials for the Board of Trustees* meetings and for regulatory examinations and inspections of the Trust, to the extent such materials relate to the services being performed for the Trust by BofA Advisors; (y) Coordinate and oversee the provision of services to the Trust by other service providers to the Trust, including the transfer agent, sub-administrator and custodian; (z) Generally assist in all aspects of the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds' board of trusteesTrust’s operations; and (raa) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity Monitor, budget and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulationsapprove Fund expenses. In performing all services under this agreementAgreement, Xxxxx Fargo BofA Advisors shall: (ai) act in conformity with Life & Annuity's the Trust’s Amended and Restated Declaration of Trust and By-LawsTrust, the 1940 ActAct and the rules thereunder, and any other applicable laws and regulations, as the same may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 , and the 1940 ActTrust’s Registration Statement, as such Registration Statement may be amended from time to time; (bii) provide such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in complying with, and monitoring compliance with, applicable laws, regulations, codes, orders and rules; (iii) consult and coordinate with legal counsel to Life & Annuity the Trust, as necessary and appropriate; and (cvi) advise and report to Life & Annuity and its legal counselthe Trust, as necessary and or appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo It is understood and agreed that BofA Advisors may, at its own expense, enter into sub-administration agreements with other delegate the performance of any and all of its duties under this Paragraph 3 to another service providersprovider, provided that each such service provider agrees with Xxxxx Fargo BofA Advisors to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act and applicable rules and regulations thereunder and provided further that no such delegation shall relieve BofA Advisors of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuityresponsibilities hereunder.

Duties as Administrator. Xxxxx Fargo shall(a) Subject to the supervision and direction of the Board of Trustees of the Company, FDISG, as Administrator, will assist in supervising various aspects of the Company's administrative operations and undertakes to perform the following specific services: (i) Maintaining office facilities (which may be in the offices of FDISG or a corporate affiliate) and furnishing officers for the Company; (ii) Furnishing statistical and research data, clerical, accounting and bookkeeping services (including the maintenance of such accounts, books and records of the Company as may be required by Section 31(a) of the 1940 Act and the rules thereunder) and stationery and office supplies; (iii) Providing internal auditing and legal services (as described in Schedule D to this Agreement) and internal and executive administrative services; (iv) Performing all functions ordinarily performed by the office of a treasurer, and furnishing the services and facilities ordinarily incident thereto, including calculating the net asset value of the shares of each Fund and the net income available for distribution in conformity with each Fund's current Prospectus and resolutions of the Board of Trustees, which resolutions have been provided to FDISG; (v) Preparing those portions of the Company's Annual and Semi-Annual Reports to shareholders and semi-annual reports to the SEC on Form N-SAR that pertain to each Fund and coordinating and filing such reports; (vi) Compiling data for and preparing for execution those portions of the Company's federal and state tax returns and required tax filings that pertain to each Fund and filing such returns and filings when completed (other than those filings made by the Custodian); (vii) Assisting the Adviser, at its expensethe Adviser's request, provide ----------------------- in monitoring and developing compliance procedures for the following administrative services Company which will include, among other matters, procedures to assist the Adviser in monitoring compliance with each Fund's investment objective, policies, restrictions, tax matters and applicable laws and regulations; (viii) Performing "Blue Sky" compliance functions, including maintaining notice filings, registrations or "Blue Chip" exemptions (if available) in all U.S. jurisdictions requested in writing by the Company, monitoring sales of shares in all such jurisdictions and filing such additional notice or applying for such additional or amended registrations as may be reasonably anticipated to be necessary to permit continuous sales of the shares of the Funds in all such jurisdictions, filing sales literature and advertising materials to the extent required, with such Blue Sky authorities, and making and filing all other applications, reports, notices, documents and exhibits in connection with the operations foregoing; (ix) Performing custody liaison operations, including maintaining the day-to-day operational contact with the Custodian, calculating daily cash availability, authorizing and monitoring cash movements, processing corporate actions, supporting income and security settlements processed by the Custodian and recorded by FDISG; (xi) Arranging for and bearing the cost of Life & Annuity processing purchase and redemption orders with respect to each Fund's shares; and (xii) Furnishing all other services identified on Schedule D attached hereto and incorporated herein which are not otherwise specifically set forth above. (b) In addition to the Fundsduties set forth herein, FDISG shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing by the Company and FDISG. (c) In compliance with the requirements of Rule 31a-3 under the 1940 Act, FDISG hereby agrees that all records which it maintains for the Company are the property of the Company, and further agrees to surrender promptly to the Company any of such records upon the Company's request. FDISG further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 of the 1940 Act. (d) In computing the net asset value of each Fund, FDISG may utilize one or more independent pricing services approved from time to time by the Board of Trustees of the Company to obtain securities prices. Each Fund will pay its share of the cost of such services based upon its actual use of the services. (e) In performing its duties under this Agreement, FDISG: (a) track authorized vs. issued shares; will act in accordance with the Company's Declaration of Trust, Code of Regulations, Prospectuses and with the instructions and directions of the Company and will conform to and comply with the requirements of the 1940 Act and all other applicable federal or state laws and regulations; and (b) furnish statistical and research data; (c) coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reports, and other material required to be filed under applicable laws; (d) coordinate (or assist in) the preparation of reports and other information materials regarding the Funds including proxies and other shareholder communications, and review prospectuses; (e) prepare expense table information for annual updates; (f) provide legal and regulatory advice to the Funds in connection with its other administrative functions; (g) provide office facilities and clerical support for the Funds; (h) develop and implement procedures for monitoring compliance with regulatory requirements and compliance with the Funds' investment objectives, policies and restrictions; (i) provide liaison with the Funds' independent auditors; (j) prepare and file tax returns; (k) review payments of Fund expenses; (l) prepare expense budgeting and accruals; (m) provide communication, coordination, and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication services; (n) provide information to the Funds' distributor concerning fund performance and administration; (o) assist Life & Annuity in the development of additional investment portfolios; (p) provide reports to the Funds' board of trustees regarding its activities; (q) assist in the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds' board of trustees; and (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the 1940 Act, and any other applicable laws as may be amended from time to time; and Life & Annuity's registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) will consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counselthe Company, as necessary and appropriate. Furthermore, with respect FDISG shall not have or be required to have any compliance authority to supervise the investment or reinvestment of the securities or other matters that come to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions properties which comprise the assets of the 1940 Act, the Investment Advisers Act Company or any of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate Funds and shall not provide such information any investment advisory services to Xxxxxxxx as is reasonably necessary the Company or appropriate for Xxxxxxxx to perform any of its obligations to Life & AnnuityFunds.

Duties as Administrator. Xxxxx Fargo Funds Management shall, at its expense, provide ----------------------- the following administrative services in connection with the operations of Life & Annuity the Trust and the Funds: (a) track authorized vs. issued shares; (b) : coordinate, supervise and make all payments to the Funds’ transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers, including certain of the service providers to the separate accounts that invest in the Funds; receive and tabulate shareholder votes; furnish statistical and research data; (c) ; coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission (“SEC”) of registration statements, notices, shareholder reports, and other material required to be filed under applicable laws; prepare and file with the states registration statements, notices, reports, and other material required to be filed under applicable laws; (d) ; prepare and file Form 24F-2s and N-SARs; review bills submitted to the Funds and, upon determining that a xxxx is appropriate, allocating amounts to the appropriate Funds and Classes thereof and instructing the Funds’ custodian to pay such bills; coordinate (or assist in) the preparation of reports and other information materials regarding the Funds including prospectuses, proxies and other shareholder communications, and review prospectuses; (e) ; prepare expense table and performance information for annual updates; (f) ; provide legal and regulatory advice to the Funds in connection with its other administrative functions; (g) , including assignment of matters to outside legal counsel on behalf of the Trust and supervising the work of such counsel; provide office facilities and clerical support for the Funds; (h) ; develop and implement procedures for monitoring compliance with regulatory requirements and compliance with the Funds' ’ investment objectives, policies and restrictions; (i) provide ; serve as liaison with between the Funds' Funds and their independent auditors; (j) ; prepare and file tax returns; (k) ; review payments of Fund expenses; (l) ; prepare expense budgeting and accruals; (m) ; provide communication, coordination, and supervision services with regard to the Funds' ’ transfer agent, custodian, fund accountant, co- administratorany co-administrators, and other service organizations that render recordkeeping or shareholder communication services; (n) ; provide information to the Funds' ’ distributor concerning fund performance and administration; (o) assist Life & Annuity in the development of additional investment portfolios; (p) ; provide reports to the Funds' ’ board of trustees directors regarding its activities; (q) ; assist in the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds' ’ board of trusteesdirectors; and (r) and provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity and Xxxxx Fargo, and by Life & Annuity's the Trust’s transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo Funds Management to provide any services that may not be provided by it under applicable banking laws and regulations. The parties hereto hereby acknowledge and agree that, for single class Funds, all of the administration services listed above are provided at the Fund level and that, for multi-class Funds, most of the administration services listed above are provided, to some degree, at the Fund level (“Fund-Level Duties”). Additionally, the parties hereto hereby acknowledge and agree that, for multi-class Funds, most of the administration services listed above are provided to a different degree at the Class level (“Class-Level Duties”). For multi-class Funds, such Class-Level Duties include, among others: (a) coordinating, supervising and paying the Funds’ transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers; (b) coordinating the preparation and filing of registration statements, notices, shareholder reports and other information materials, including prospectuses, proxies and other shareholder communications for a Class; (c) receiving and tabulating Class-specific shareholder votes; (d) reviewing bills submitted to the Funds and, upon determining that a xxxx is appropriate, allocating amounts to the appropriate Funds and Classes thereof and instructing the Funds’ custodian to pay such bills; and (e) assembling and disseminating information concerning Class performance, expenses, distributions and administration. In performing all services under this agreementAgreement, Xxxxx Fargo Funds Management shall: (a) act in conformity with Life & Annuity's the Trust’s Declaration of Trust (and By-Laws, if any), the 1940 Act, and any other applicable laws as may be amended from time to time; , and Life & Annuity's all relevant rules thereunder, and with the Trust’s registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity the Trust as necessary and appropriate; and (c) advise and report to Life & Annuity the Trust and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3Paragraph, Xxxxx Fargo Funds Management may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo Funds Management to comply with this Agreement and all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo Funds Management will provide Life & Annuity the Trust with a copy of each sub-administration agreement it executes relating to Life & Annuitythe Trust. Xxxxx Fargo Funds Management will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.

Duties as Administrator. Xxxxx Fargo shallIn carrying out the terms of this Agreement with respect to its duties as administrator, at its expense, provide ----------------------- Brinson Advisors shall do the following subject to the sxxxxxxxion of the Trustees: 1. provide the Fund with officers and other corporate, administrative and clerical personnel necessary to perform the Fund's operations; 2. provide office space, equipment and facilities (which may be Brinson Advisors' or its affiliates') for maintaining the Trust'x organization, for meetings of the Trustees and shareholders, and for performing administrative services hereunder; 3. assist the Trust in connection obtaining the services of and contracting with custodians of the Fund's securities, transfer agents, dividend paying agents, pricing services and other service providers as are necessary to carry out the terms of this Agreement; 4. provide oversight of and manage all aspects of the Fund's operations (other than investment advisory activities), oversee relations with, and monitor the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary and desirable by the Trustees; 5. provide certain internal clerical and legal services, and stationery and office supplies; 6. provide or oversee the provision of accounting services, including: a) determining (with the operations assistance of Life & Annuity the Fund's advisor and/or sub-advisor as necessary) and arranging for the Funds: (a) track authorized vs. issued sharespublication of the net asset value of the Fund; (b) furnish statistical and research datapreparing financial information for presentation to the Trustees; (c) coordinate (or assist in) preparing and monitoring the preparation and filing with the U.S. Securities and Exchange Commission of registration statements, notices, reportsTrust's annual expense budget, and other material required to be filed under applicable lawsestablishing daily accruals; (d) coordinate (or assist in) the preparation of reports and other information materials regarding the Funds including proxies and other shareholder communications, and review prospectuses; (e) prepare expense table information for annual updates; (f) provide legal and regulatory advice to the Funds in connection with its other administrative functions; (g) provide office facilities and clerical support for the Funds; (h) develop and implement procedures for monitoring compliance with regulatory requirements and compliance with the Funds' investment objectives, policies and restrictions; (i) provide liaison with the Funds' independent auditors; (j) prepare and file tax returns; (k) review payments coordinating payment of Fund expenses; (le) prepare expense budgeting and accrualscalculating periodic dividend rates to be declared in accordance with guidelines; f) calculating total return information as described in the current prospectus and statement of additional information (m) provide communication, coordination, and supervision services with regard to the Funds' transfer agent, custodian, fund accountant, co- administrator, and other service organizations that render recordkeeping or shareholder communication services"Registration Statement"); (ng) provide information responding to the Funds' distributor concerning fund performance and administrationregulatory audits; (o) assist Life & Annuity in 7. provide non-investment related statistical and research data and such other reports, evaluations and information as the development of additional investment portfoliosFund may request from time to time; (p) provide reports to 8. monitor the Funds' board of trustees regarding its activities; (q) assist in Fund's compliance with the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds' board of trustees; and (r) provide any other administrative services reasonably necessary for the operation of the Funds other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity and Xxxxx Fargo, and by Life & Annuity's transfer and dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreement, Xxxxx Fargo shall: (a) act in conformity with Life & Annuity's Declaration of Trust and By-Lawscurrent Registration Statement, the 1940 Act, the Internal Revenue Code and any other applicable laws as may be amended from time and regulations; 9. prepare, to time; the extent requested by the Fund and Life & Annuityat the Fund's expense, registration statement under statements, proxy statements and annual and semi-annual reports to shareholders; 10. arrange for the Securities Act printing and mailing (at the Fund's expense) of 1933 prospectuses, proxy statements and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity as necessary and appropriate; and (c) advise and report to Life & Annuity and its legal counsel, as necessary and appropriate, with respect to any compliance other reports or other matters that come materials provided to its attention. In connection with its duties under this Paragraph 3, Xxxxx Fargo may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo to comply with all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo will provide Life & Annuity with a copy of each sub-administration agreement it executes relating to Life & Annuity. Xxxxx Fargo will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.Fund's shareholders;

Duties as Administrator. Xxxxx Fargo Funds Management shall, at its expense, provide ----------------------- the following administrative services in connection with the operations of Life & Annuity and the FundsTrust: (a) track authorized vs. issued sharescoordinate with and supervise the Trust’s transfer agent; (b) receive and tabulate shareholder votes; (c) furnish statistical and research data; (cd) coordinate (or assist in) the preparation and filing with the U.S. Securities and Exchange Commission (“SEC”) of registration statements, notices, shareholder reports, and other material required to be filed under applicable laws; (e) prepare and file with the states registration statements, notices, reports, and other material required to be filed under applicable laws; (df) prepare and file Forms N-SAR and N-CSR; (g) review bills submitted to the Trust and, upon determining that a xxxx is appropriate, instruct the Trust’s custodian to pay such bills; (h) coordinate (or assist in) the preparation of reports and other information materials regarding the Funds Trust including proxies and other shareholder communications, and review prospectuses; (e) prepare expense table information for annual updates; (fi) provide legal and regulatory advice to the Funds Trust in connection with its other administrative functions, including assignment of matters to outside legal counsel on behalf of the Trust and supervising the work of such counsel; (gj) provide office facilities and clerical support for the FundsTrust; (hk) develop and implement procedures for monitoring compliance with regulatory requirements and compliance with the Funds' Trust’s investment objectives, policies and restrictions; (il) provide serve as liaison with between the Funds' Trust and its independent auditors; (jm) prepare and file tax returns; (kn) review payments of Fund Trust expenses; (lo) prepare expense budgeting and accruals; (mp) provide communication, coordination, and supervision services with regard to the Funds' Trust’s transfer agent, custodian, fund accountant, co- administratorany co-administrators, and other service organizations that render recordkeeping or shareholder communication services; (nq) supervise the Trust’s fund accounting agent in the maintenance of the Trust’s general ledger and in the preparation of the Trust’s financial statements, including oversight of expense accruals and payments and the determination of the net asset value of the Trust’s assets and of the Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders; (r) provide information to the Funds' Trust’s distributor concerning fund performance and administration; (os) assist Life & Annuity in recommend, supervise and conduct repurchase or tender offers for the development of additional investment portfoliosTrust’s shares; (pt) monitor any variance between the market value and net asset value per share, and periodically report to the Trust’s board of trustees with respect thereto; (u) provide reports to the Funds' Trust’s board of trustees regarding its activities; (qv) assist in the preparation and assembly of meeting materials, including comparable fee information, as required, for the Funds' Trust’s board of trustees; (w) prepare and file an application for listing the Trust’s shares on the NYSE Amex Exchange, and prepare and file any other documents required to be filed with such exchange or any other exchange on which the Trust’s shares are listed or traded; and (rx) provide any other administrative services reasonably necessary for the operation of the Funds Trust other than those services that are to be provided by Xxxxxxxx pursuant to its Co-Administration Agreement with Life & Annuity and Xxxxx Fargo, and by Life & Annuity's transfer and the Trust’s dividend disbursing agent, custodian, and fund accountant, provided that nothing in this Agreement shall be deemed to require Xxxxx Fargo Funds Management to provide any services that may not be provided by it under applicable banking laws and regulations. In performing all services under this agreementAgreement, Xxxxx Fargo Funds Management shall: (a) act in conformity with Life & Annuity's the Trust’s Amended and Restated Agreement and Declaration of Trust (and By-Laws, if any), the 1940 Act, and any other applicable laws as may be amended from time to time; , and Life & Annuity's all relevant rules thereunder, and with the Trust’s registration statement under the Securities Act of 1933 and the 1940 Act, as may be amended from time to time; (b) consult and coordinate with legal counsel to Life & Annuity the Trust as necessary and appropriate; and (c) advise and report to Life & Annuity the Trust and its legal counsel, as necessary and appropriate, with respect to any compliance or other matters that come to its attention. In connection with its duties under this Paragraph 3Paragraph, Xxxxx Fargo Funds Management may, at its own expense, enter into sub-administration agreements with other service providers, provided that each such service provider agrees with Xxxxx Fargo Funds Management to comply with this Agreement and all relevant provisions of the 1940 Act, the Investment Advisers Act of 1940, any other applicable laws as may be amended from time to time, and all relevant rules thereunder. Xxxxx Fargo Funds Management will provide Life & Annuity the Trust with a copy of each sub-administration agreement it executes relating to Life & Annuitythe Trust. Xxxxx Fargo Funds Management will be liable for acts or omissions of any such sub-administrators under the standards of care described herein under Paragraph 5. In performing its services under this agreement, Xxxxx Fargo shall cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall provide such information to Xxxxxxxx as is reasonably necessary or appropriate for Xxxxxxxx to perform its obligations to Life & Annuity.