CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
December 1, 1998 by and among XXXXXXXX INC. ("Xxxxxxxx"), NATIONSBANC ADVISORS,
INC. ("NBAI") and NATIONS ANNUITY TRUST (the "Annuity Trust").
WHEREAS, the Annuity Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Annuity Trust desires to retain Xxxxxxxx and NBAI to
render certain administrative services for the investment portfolios of the
Annuity Trust listed on Schedule I (individually, a "Fund" and collectively, the
"Funds"), and Xxxxxxxx and NBAI are willing to render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. Appointment.
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(a) The Annuity Trust hereby appoints Xxxxxxxx to act as
Co-Administrator of the Funds and Xxxxxxxx hereby accepts such appointment and
agrees to render such services and duties set forth in Paragraph 3, for the
compensation and on the terms herein provided. Absent written notification to
the contrary by the Annuity Trust, NBAI or Xxxxxxxx, each new investment
portfolio established in the future by the Annuity Trust shall automatically
become a "Fund" for all purposes hereunder as if listed on Schedule I.
(b) The Annuity Trust also hereby appoints NBAI to act as
Co-Administrator of the Funds, and NBAI hereby accepts such appointment and
agrees to render such services and duties set forth in Paragraph 4, for the
compensation and on the terms herein provided. Absent written notification to
the contrary by either the Annuity Trust or NBAI, each new investment portfolio
established in the future by the Annuity Trust shall automatically become a
"Fund" for all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. The Annuity Trust has furnished Xxxxxxxx and
NBAI with copies properly certified or authenticated of each of the following:
(a) The Annuity Trust's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A (the "Registration Statement") under the
Securities Act of 1933, as amended, and under the 1940 Act (File Nos. 333-40265
and 811-08481), as filed with the Securities and Exchange Commission (the "SEC")
relating to the Funds' shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
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The Annuity Trust will furnish Xxxxxxxx and NBAI from time to time
with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing. Furthermore, the Annuity Trust will provide
Xxxxxxxx and NBAI with any other documents that Xxxxxxxx and NBAI may reasonably
request and will notify Xxxxxxxx and NBAI as soon as possible of any matter
materially affecting either Xxxxxxxx' or NBAI's performance of its services
under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and
--------------------------
direction of the Board of Trustees of the Annuity Trust, Xxxxxxxx, as
Co-Administrator, will assist in supervising various aspects of the Annuity
Trust's administrative operations and undertakes to perform the following
specific services from and after the effective date of this Agreement:
(a) Maintaining office facilities for the Annuity Trust (which may
be in the offices of Xxxxxxxx or a corporate affiliate);
(b) Furnishing 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 foregoing;
(d) Furnishing corporate secretarial services, including assisting
in the coordination of the preparation and distribution of materials for Board
of Trustees meetings;
(e) Providing the services of certain persons who may be appointed
as officers of the Annuity Trust by the Annuity Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel
to the Annuity Trust with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect the Annuity Trust and
assisting in the strategic response to such developments, counseling and
assisting the Annuity Trust in routine regulatory examinations or investigations
of the Annuity Trust, and working closely with outside counsel to the Annuity
Trust in connection with any litigation in which the Annuity Trust is involved;
(g) Assist in coordinating the preparation of reports to the Annuity
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;
(h) Coordinating with the Annuity Trust regarding the jurisdictions
in which the Shares shall be registered or qualified for sale and, in connection
therewith, being 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
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Annuity Trust or any Fund as a dealer or broker shall be made or reimbursed by
the Annuity Trust or that Fund, respectively;
(i) Assisting in the preparation and filing 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 NBAI or the
Funds' Sub-Advisers, Transfer Agent, Sub-Transfer Agent or Custodian;
(j) Performing certain compliance procedures for the Annuity Trust
which will include, among other matters, monitoring compliance with personal
trading guidelines by the Annuity Trust's Board of Trustees; and
(k) Generally assisting in all aspects of the Annuity Trust's
operations.
In performing all services under this Agreement, Xxxxxxxx shall (i) act
in conformity with: the Annuity Trust's Declaration of Trust and Bylaws, the
1940 Act and the rules thereunder, and other applicable laws and regulations, as
the same may be amended from time to time, and the Annuity Trust's Registration
Statement, as such Registration Statement may be amended from time to time; (ii)
consult and coordinate with the Annuity Trust, as necessary and appropriate; and
(iii) advise and report to the Annuity Trust, as necessary or appropriate, with
respect to any compliance matters that come to its attention.
Xxxxxxxx represents and warrants to the Annuity Trust that it will use
reasonable efforts to perform its duties and obligations under this Agreement
without: (a) any failure of its computer systems, or those used by it in the
performance of its duties hereunder, to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure of its computer systems, or those used by
it in the performance of its duties hereunder, to calculate any information
dependent on or relating to dates on or after January 1, 2000; or (c) any loss
of functionality or performance with respect to the maintenance of records or
processing of data containing dates falling on or after January 1, 2000 ((a),
(b), and (c) above shall be referred to as "Y2K Failures"). Notwithstanding the
above, Xxxxxxxx shall not be liable for any Y2K Failures caused by Y2K Failures
in a third party system with which Xxxxxxxx interfaces or from which Xxxxxxxx
receives data in connection with the performance of its duties hereunder.
In performing its services under this Agreement, Xxxxxxxx shall
cooperate and coordinate with NBAI as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for NBAI to
perform its responsibilities to the Annuity Trust.
4. Duties as Co-Administrator. Subject to the supervision and
--------------------------
direction of the Board of Trustees of the Annuity Trust, NBAI, as
Co-Administrator, will assist in supervising various aspects of the Annuity
Trust's administrative operations and
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undertakes to perform the following specific services, from and after the
effective date of this Agreement:
(a) providing accounting and bookkeeping services (including the
maintenance for the periods prescribed by Rule 31a-2 under the 1940 Act of such
accounts, books and records of the Annuity Trust as may be required by Section
31(a) of the 1940 Act and the rules thereunder). NBAI further agrees that all
such records which it maintains for the Annuity Trust are the property of the
Annuity Trust and further agrees to surrender promptly to the Annuity Trust any
of such records upon the Annuity Trust's request;
(b) valuing each Fund's assets and calculating the net asset value
and the net income of the shares of each Fund in accordance with the Annuity
Trust's current Prospectus(es), applicable pricing procedures and resolutions of
the Annuity Trust's Board of Trustees, provided, that in performing such
services, NBAI shall obtain security market quotes from independent pricing
services, or if such quotes are unavailable, obtain such prices from the Funds'
Sub-Advisers;
(c) accumulating information for reports to the Annuity 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;
(d) preparing and filing on a timely basis the Annuity Trust's tax
returns and other tax filings;
(e) monitoring the development and implementation of certain
compliance procedures for the Annuity 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
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;
(f) preparing and furnishing to the Annuity Trust monthly broker
security transaction summaries and monthly security transaction listings and (at
the Annuity 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;
(g) assisting the Annuity 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 Annuity Trust, to the extent such
materials relate to the services being performed for the Annuity Trust by NBAI;
and
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(h) coordinate the provisions of services to the Annuity Trust by
other service providers to the Annuity Trust, including the transfer agent,
sub-transfer agent and custodian.
In performing all services under this Agreement, NBAI shall (i) act in
conformity with the Annuity Trust's Declaration of Trust and Bylaws; the 1940
Act and the rules thereunder, and other applicable laws and regulations, as the
same may be amended from time to time; and the Annuity Trust's Registration
Statement, as such Registration Statement may be amended from time to time, (ii)
consult and coordinate with the Annuity Trust, as necessary and appropriate, and
(iii) advise and report to the Annuity Trust, as necessary or appropriate, with
respect to any compliance matters that come to its attention.
NBAI represents and warrants to the Annuity Trust that it will use
reasonable efforts to perform its duties and obligations under this Agreement
without: (a) any failure of its computer systems to properly record, store,
process, calculate or present calendar dates falling on and after, and time
spans including, January 1, 2000 as a result of the occurrence of, or use of
data containing, such date; (b) any failure of its computer systems to calculate
any information dependent on or relating to dates on or after January 1, 2000;
or (c) any loss of functionality or performance with respect to the maintenance
of records or processing of data containing dates falling on or after January 1,
2000 ((a), (b), and (c) above shall be referred to as "Y2K Failures").
Notwithstanding the above, NBAI shall not be liable for any Y2K Failures caused
by Y2K Failures in a third party system with which NBAI interfaces or from which
NBAI receives data in connection with the performance of its duties hereunder
including, without limitation, the system of any sub-administrator engaged
pursuant to Paragraph 4.
In connection with its duties under this Paragraph 4, it is understood
and agreed that NBAI may, at its own expense, enter into sub-administration
agreements with other service providers and the Fund(s), provided that each such
service provider agrees with NBAI and the Fund(s) to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder. In
addition, upon notice to the Board of Trustees of the Annuity Trust, the parties
agree that NBAI may from time to time assume some or all of Xxxxxxxx' duties set
forth in Paragraph 3 above.
In performing its responsibilities under this Agreement, NBAI shall
cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall
provide such information within its possession or control as is reasonably
necessary or appropriate to Xxxxxxxx to enable it to perform its
responsibilities to the Annuity Trust.
5. Compensation.
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(a) Xxxxxxxx shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 5(a)(2) below.
(1) Xxxxxxxx will from time to time employ or associate with
such person or persons as Xxxxxxxx may believe to be particularly suited to
assist it in performing
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services under this Agreement. Such person or persons may be officers and
employees of both Xxxxxxxx and the Annuity Trust. The compensation of such
person or persons shall be paid by Xxxxxxxx and no obligation shall be incurred
on behalf of the Annuity Trust or NBAI in such respect.
(2) Xxxxxxxx shall not be required to pay any of the following
expenses incurred by the Annuity Trust: investment advisory expenses; costs of
printing and mailing stock certificates, prospectuses, reports and notices;
interest on borrowed money; brokerage fees and commissions; taxes and fees
payable to federal, state and other governmental agencies; fees of Trustees of
the Annuity Trust who are not affiliated with Xxxxxxxx; outside auditing
expenses; outside legal expenses; fees of any other service provider to the
Annuity Trust; or other expenses not specified in this Section 5(a) which may be
properly payable by the Annuity Trust and which are approved by the Annuity
Trust's President or Treasurer.
(3) The Annuity Trust will compensate Xxxxxxxx for its services
rendered pursuant to this Agreement in accordance with Schedule A. In addition,
the Annuity Trust shall reimburse Xxxxxxxx for certain reasonable out-of-pocket
distributions made in connection with fulfilling its obligations under the
Agreement. The items eligible for reimbursement are set forth on Schedule A.
(b) NBAI shall bear all expenses in connection with the performance
of its services under this Agreement, except those enumerated in 5(b)(2) below.
(1) NBAI will from time to time employ or associate with such person
or persons as NBAI may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees of both NBAI and the Annuity Trust. The compensation of such
person or persons shall be paid by NBAI and no obligation shall be incurred on
behalf of the Annuity Trust or Xxxxxxxx in such respect.
(2) NBAI shall not be required to pay any of the following expenses
incurred by the Annuity Trust: investment advisory expenses; costs of printing
and mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage fees and commissions; taxes and fees payable to
federal, state and other governmental agencies; fees of Trustees of the Annuity
Trust who are not affiliated with NBAI; outside auditing expenses; outside legal
expenses; fees of independent pricing services utilized by NBAI to value each
Fund's assets; fees of any other service provider to the Annuity Trust (other
than a sub-administrator engaged pursuant to Paragraph 4); or other expenses not
specified in this Section 5(b) which may be properly payable by the Annuity
Trust and which are approved by the Annuity Trust's President or Treasurer.
(3) The Annuity Trust will compensate NBAI for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, the
Annuity Trust shall reimburse NBAI for certain reasonable out-of pocket
distributions made in connection with fulfilling its obligations under the
Agreement. The items eligible for reimbursement are set forth on Schedule A.
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6. Limitation of Liability; Indemnification.
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(a) Xxxxxxxx shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Annuity Trust in connection with
the performance of its obligations and duties under this Agreement, except a
loss resulting from Xxxxxxxx' willful misfeasance, bad faith or gross negligence
in the performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) NBAI shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Annuity Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from NBAI's willful misfeasance, bad faith or gross negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(c) The Annuity Trust, on behalf of each Fund, will indemnify
Xxxxxxxx and/or NBAI against and hold each harmless from any and all losses,
claims, damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit relating to the
particular Fund and not resulting from the willful misfeasance, bad faith or
gross negligence of Xxxxxxxx and/or NBAI in the performance of such obligations
and duties or by reason of their reckless disregard thereof. Xxxxxxxx and/or
NBAI will not confess any claim or settle or make any compromise in any instance
in which the Annuity Trust will be asked to provide indemnification, except with
the Annuity Trust's prior written consent. Any amounts payable by the Annuity
Trust under this Section 6(c) shall be satisfied only against the assets of the
Fund involved in the claim, demand, action or suit and not against the assets of
any other investment portfolio of the Annuity Trust.
7. Effective Date; Termination of Agreement.
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(a) This Agreement shall become effective, on a Fund by Fund basis,
upon the completion of the transfer of a Fund's accounting function to The Bank
of New York, notice of which shall be provided by the Annuity Trust to Xxxxxxxx
and NBAI for each Fund. This Agreement shall remain in full force and effect
with respect to such Fund(s) unless terminated pursuant to the provisions of
Section 7(c).
(b) The parties agree that the administration arrangements between
Xxxxxxxx and the Annuity Trust, dated September 1, 1993, and the
sub-administration arrangements between Xxxxxxxx and NBAI, dated November 18,
1997, with respect to the Funds shall be terminated on a Fund by Fund basis upon
the effectiveness of this Agreement.
(c) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days' written notice, by vote of the Board of Trustees of
the Annuity Trust, by Xxxxxxxx or by NBAI. Xxxxxxxx and NBAI will each cooperate
with and assist the Annuity Trust, its agents and any successor administrator or
administrators in the substitution/conversion process.
(d) Sections 6 and 9 shall survive this Agreement's termination.
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8. Amendments. No provision of this Agreement may be changed,
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discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, discharge or termination is
sought.
9. Confidentiality. All books, records, information and data
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pertaining to the business of the Annuity Trust, its prior, present or potential
shareholders and NBAI's customers that are exchanged or received pursuant to the
performance of Xxxxxxxx' and/or NBAI's duties under this Agreement shall remain
confidential and shall not be disclosed to any other person, except as
specifically authorized by the Annuity Trust or as may be required by law, and
shall not be used for any purpose other than performance of NBAI's and Xxxxxxxx'
responsibilities and duties hereunder.
10. Service to Other Companies or Accounts. The Annuity Trust
--------------------------------------
acknowledges that both Xxxxxxxx and NBAI now act, will continue to act and may
act in the future as investment adviser to fiduciary and other managed accounts,
and as investment adviser, investment sub-adviser and/or administrator to other
investment companies or series of investment companies, and the Annuity Trust
has no objection to either Xxxxxxxx or NBAI so acting. The Annuity Trust further
acknowledges that the persons employed by both Xxxxxxxx and NBAI to assist in
the performance of their duties under this Agreement may not devote their full
time to such service and nothing contained in this Agreement shall be deemed to
limit or restrict the right of Xxxxxxxx or NBAI or any affiliate of either to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
11. Miscellaneous.
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(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Annuity Trust, Xxxxxxxx or NBAI shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Annuity Trust:
Nations Annuity Trust
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
To Stephens:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Xx.
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To NBAI:
NationsBanc Advisors, Inc.
Xxx Xxxx xx Xxxxxxx Xxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other parties.
(c) This Agreement shall be construed in accordance with the laws of
the State of Delaware.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters described herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
Senior Vice President and
Chief Operating Officer
NATIONS ANNUITY TRUST
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------------
Xxxxx X. Xxxxx, Xx.
Assistant Secretary
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SCHEDULE 1
1. Nations Value Portfolio
2. Nations Xxxxxxx International Opportunities Portfolio
3. Nations Xxxxxxx 21st Century Portfolio
4. Nations Xxxxxxx Focused Equities Portfolio
5. Nations Xxxxxxx Growth Portfolio
6. Nations Capital Growth Portfolio
7. Nations Small Company Portfolio
8. Nations Asset Allocation Portfolio
9. Nations High Yield Bond Portfolio
10. Nations International Value Portfolio
11. Nations MidCap Growth Portfolio
Last Amended: May 1, 2002
IN WITNESS WHEREOF, the parties hereto have caused this amended
Schedule I to be executed by their duly authorized officers designated below as
of the 1st day of May, 2002.
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
BANC OF AMERICA ADVISORS, LLC
(formerly NationsBanc Advisors, Inc.)
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President and Chief
Operating Officer
I-1
NATIONS SEPARATE ACCOUNT TRUST
(formerly Nations Annuity Trust)
By: /s/ Xxxxxxx Xxxx
---------------------------------
Xxxxxxx Xxxx
Assistant Secretary
I-2
SCHEDULE A
For services rendered pursuant to this Agreement, the Annuity Trust
will pay Xxxxxxxx and NBAI, in the aggregate, an administration fee, computed
daily and payable monthly, based on annual rate of each Fund's daily net assets
as follows:
1. Money Market Funds: 0.10%
2. Fixed Income Funds 0.22%
(except Nations High Yield
Bond Portfolio):
3. International Funds: 0.22%
4. Domestic Equity Funds 0.23%
(including Nations High Yield
Bond Portfolio):
It is understood and agreed among the parties that the aggregate
administration fee payable hereunder shall be divided by and between Xxxxxxxx
and NBAI, as they may agreed from time to time.
In addition to the asset-based fee set forth above, the Annuity Trust
shall reimburse Xxxxxxxx, NBAI and any sub-administrator engaged pursuant to
Paragraph 4 for certain reasonable out-of-pocket expenses incurred by them in
connection with the performance of their respective duties hereunder.
Reimbursable out-of-pocket expenses shall include the following:
reasonable costs associated with postage (including overnight services),
telephone, telecommunications (including facsimiles), duplicating, pricing
services, and forms and supplies.
A-1
