Exhibit (i)(16)
BARON CAPITAL FUNDS
INSURANCE SHARES
ADMINISTRATIVE SERVICES AND DISTRIBUTION SERVICES
AGREEMENT
This Agreement dated as of August 1, 2005 between New York Life Insurance
and Annuity Corporation, a Delaware Corporation ("NYLIAC" or "Sub-Administrator"
or "Servicing Agent") and Baron Capital Funds Trust, a registered investment
company and each series thereof ("Company"), as amended from time to time (each,
a "Fund").
WHEREAS, the Sub-Administrator provides administrative services comprised
of record keeping, reporting and account services under certain variable annuity
and/or variable life insurance products ("Variable Insurance Products");
WHEREAS, the Sub-Administrator provides distribution services to make
Funds available to Variable Insurance Product Holders ("Product Holders") under
certain Variable Insurance Products;
WHEREAS, Baron Capital Funds Trust, Baron Capital, Inc., and NYLIAC have
entered a Participation Agreement dated July 8, 2005 ("Participation
Agreement");
WHEREAS, it is contemplated that the Sub-Administrator will offer Product
Holders the opportunity to invest their assets in a Fund; and
WHEREAS, the Sub-Administrator and the Company desire that the purchase
and redemption of each Fund's shares ("Shares") be facilitated through one or
more master accounts ("Accounts") with each Fund or its designated transfer
agent established by the Sub-Administrator;
WHEREAS, the Company has the power and authority to appoint qualified
entities to provide administrative and distribution services to the Funds; and
WHEREAS, a Distribution Plan with respect to the Shares, dated June 23,
1998 (the "Plan") was adopted by the Company's Board of Trustees and approved by
each fund's shareholders in accordance with Rule 12b-l, under the Investment
Company Act of 1940, as amended (the "1940 Act"), which permits each Fund to pay
financial intermediaries such as NYLIAC a distribution fee at the annual rate of
up to 0.25% of the average daily net assets of its shares; and
WHEREAS, the Company desires the Sub-Administrator to provide to the
Accounts certain administrative services listed on Schedule A hereto
("Administrative Services") and certain distribution services listed in Schedule
C hereto ("Distribution
1
Services") and the Sub-Administrator is willing and able to furnish such
Administrative Services and Distribution Services on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties agree as follows:
ARTICLE 1. TERMS OF APPOINTMENT
Section 1.1 Subject to the terms and conditions set forth in this
Agreement, the Appendix, and the Schedules attached hereto and made a part
hereof, the Company, on behalf of the Fund, hereby employs and appoints the
Sub-Administrator to act as, and the Sub-Administrator agrees to act as, its
Servicing Agent with respect to Shares purchased and held by the Variable
Insurance Product and with respect to distribution services.
Section 1.2 The Sub-Administrator shall maintain on behalf of the Variable
Insurance Product, one or more Accounts with each Fund or its designated
transfer agent. The Accounts shall be held by the Sub-Administrator in the name
of the Variable Insurance Product, in either of their own names or as nominee.
The Administrative and Distribution Services provided by the Sub-Administrator
on behalf of the Variable Insurance Product shall not be the responsibility of
the Fund or its designated transfer agent.
Section 1.3 The Sub-Administrator agrees to perform the Administrative and
Distribution Services with respect to the Variable Insurance Product, the
Product Holders, which make up the Accounts, and the Funds.
Section 1.4 Each party shall maintain and preserve all records as required
by law to be maintained and preserved in connection with the provision of the
services contemplated hereunder. Upon the request of a party, the other party
shall provide copies of all records as may be necessary to (a) monitor and
review the performance of either party's activities; (b) assist either party in
resolving disputes, reconciling records or responding to an auditor's inquires;
(c) comply with any request of a governmental body or self-regulatory
organization; (d) verify compliance by a party with the terms of this Agreement;
(e) make required regulatory reports; and (f) perform general customer service.
Section 1.5 The Sub-Administrator shall perform the services described in
Schedules A and C, as may be amended from time to time by the parties hereto.
The fees payable to the Sub-Administrator as compensation for the Administrative
Services and such other duties and functions shall be reflected in Schedule B,
as may be amended from time to time by the parties hereto. The fees payable to
the Sub-Administrator as compensation for the Distribution Services and such
other duties and functions shall be reflected in Schedule D, as may be amended
from time to time by the
2
parties hereto.
Section 1.6 The Sub-Administrator's performance of the Administrative
Services, including without limitation the purchase and redemption of Shares in
the Funds, and the Distribution Services will be subject to the terms and
conditions set forth in each Fund's prospectus and statement of additional
information.
ARTICLE 2. FEES
Section 2.1 For acting as the Servicing Agent to the Funds on behalf of
the Company and for the performance of Administrative Services to the Funds by
the Sub-Administrator pursuant to this Agreement, the Company agrees to pay the
Sub-Administrator a fee based upon the net asset value of Shares held by
Accounts, as set out in the initial fee schedule attached hereto as Schedule B.
The parties agree that all payments for services made by the Company under the
Agreement shall be in accordance with an invoice provided by the Company to the
Sub-Administrator that shall be based on each Fund's records with its transfer
agent.
Section 2.2 For acting as the Servicing Agent to the Funds on behalf of
the Company and for the performance of Distribution Services by the
Sub-Administrator, pursuant to this Agreement, the Company agrees to pay the
Sub-Administrator a fee based upon the net asset value of the Shares held by the
Accounts, as set out in the initial fee schedule attached hereto as Schedule D.
The parties agree that all payments for services made by the Company under the
Agreement shall be in accordance with an invoice provided by the Company to the
Sub-Administrator that shall be based on each Fund's records with its transfer
agent.
Section 2.3 The Company agrees to provide an invoice and pay all fees
within 30 business days after the last day of each month. The Sub-Administrator
shall advise the Company in writing within 30 days of receipt of the invoice if
it disagrees with any information set forth on the invoice. All payments and
invoices to Sub-Administrator shall be sent to:
New York Life Insurance and Annuity Corporation
Attention: Xxxx Xxxxxxxxxxx
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FUNDS
The Company represents and warrants to the Sub-Administrator that the
following are true and will remain true throughout the term of this Agreement.
3
(a) The Company is a Delaware business trust duly organized and existing
and in good standing under the laws of the State of Delaware.
(b) The Company is an investment company registered under the Investment
Company Act of 1940 ("1940 Act").
(c) The Company is authorized to enter into and perform this Agreement on
behalf of the Funds, and the performance of its obligations hereunder does not
and will not violate or conflict with any governing documents or agreements of
Trust with respect to (i) the Fund or (ii) any applicable law, including Section
12 and Rule 12b-l of the 1940 Act.
(d) The Company shall not, without the written consent of the Sub-
Administrator, make representations concerning the Sub-Administrator or its
affiliates.
ARTICLE 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUB-ADMINISTRATOR
The Sub-Administrator represents, warrants and covenants to the Company
that the following are true and will remain true throughout the term of this
Agreement:
(a) The Sub-Administrator is an insurance company duly organized and
existing in good standing under the laws of: Delaware.
(b) The Sub-Administrator has full power and authority under applicable
law, and has taken all action necessary, to enter into and perform this
Agreement, and the performance of its obligations hereunder does not and will
not violate or conflict with (i) any governing document or agreements of the
Sub-Administrator or (ii) any applicable law. The Sub-Administrator will deliver
to the Company evidence of such authorization as the Company may reasonably
require, whether by way of certified resolution or otherwise.
(c) The Sub-Administrator shall not, without the written consent of the
Company, make representations concerning the Company, its affiliates, the Funds
or their Shares except those contained in the then current prospectuses,
statements of additional information, and current sales literature approved by
the Funds.
ARTICLE 5. Agency
The Company, on behalf of each Fund, appoints the Sub-Administrator as
its agent for the limited purpose of providing the Administrative Services and
Distribution
4
Services described in Schedules A and C, as amended from time to time.
ARTICLE 6. EXPENSES
Costs and expenses related to this Agreement will be the same as described
in the Participation Agreement.
ARTICLE 7. STANDARD OF CARE
The Sub-Administrator shall be responsible for the performance of only
such duties as are set forth herein. The Sub-Administrator will use reasonable
care in providing all services under this Agreement. Under no circumstances
shall the Sub-Administrator have any liability for special or consequential
damages.
ARTICLE 8. INDEMNIFICATION
Section 8.1 The Sub-Administrator agrees to indemnify and hold
harmless the Fund, the Company, and its respective trustees, officers,
employees, representatives, designees, agents and each person, if any, who
controls the Company within the meaning of the Securities Act of 1933, as
amended (the "Securities Act") (collectively, "Indemnities") against any actual
losses (excluding consequential or special damages), lawsuits, claims, damages
or liabilities, including legal fees (collectively, "Loss") to which an
Indemnitee may become subject insofar as such Loss arises out of: (i) the
Sub-Administrator's failure to comply with the terms of this Agreement or the
falsity of or breach of any representation, warranty or covenant made by the
Sub-Administrator; (ii) the Sub-Administrator's negligence or willful misconduct
or that if its employees, agents or contractors in connection herewith, or (iii)
any action of the Company or Funds upon instructions believed in good faith by
it to have been executed by a duly authorized officer or representative of the
Sub-Administrator; provided, however, that the Sub-Administrator will not be
liable for indemnification hereunder of any Indemnitee to the extent that any
Loss results from the negligence or willful misconduct of such Indemnitee.
Section 8.2 The Company, on behalf of each Fund, agrees to indemnify
and hold harmless the Sub-Administrator and its directors, officers, employees,
representatives, designees, agents and each person, if any, who controls the
Sub-Administrator within the meaning of the Securities Act (collectively,
"Indemnities"), against any Loss to which an Indemnitee may become subject
insofar as such Loss arises out of: (i) the Company or Fund's failure to comply
with the terms of this Agreement or falsity of or breach of any representation,
warranty or covenant made by the Company or Funds; (ii) the Company or Funds'
negligence or willful misconduct or that of its employees, agents or contractors
in connection herewith; (iii) any action of the Sub-Administrator upon
instructions believed in good faith by it to have been
5
executed by a duly authorized officer or representative of the Company or a
Fund; or (iv) the directions on a timely basis as requested by the
Sub-Administrator; provided, however, that neither the Company nor the Fund will
be liable for indemnification hereunder of any Indemnitee to the extent that any
Loss results from the negligence or willful misconduct of such Indemnitee.
Section 8.3 Promptly after receipt by any Indemnitee under this Article 8
of notice of the commencement of a claim or action that may be covered hereunder
("Claim"), the Indemnitee shall notify either the Sub-Administrator or the
Company, whichever is the Indemnitor, of the commencement thereof. As a
condition to indemnification hereunder, the Indemnitee shall provide the
Indemnitor with complete details, documents and pleadings concerning any Claim.
The Indemnitor will be entitled to participate with the Indemnitee in the
defense or settlement of any Claim at the Indemnitor's expense. The Indemnitee
may defend any Claim with counsel of its choice, if the Indemnitor shall consent
to such counsel (which consent shall not be unreasonably withheld). After notice
from the Indemnitor to the Indemnitee of the Indemnitor's recommendation to
settle the Claim, if the claimant agrees to such settlement, then the Indemnitee
shall be responsible for all Loss thereafter in excess of the amount of such
settlement, plus any expenses incurred after the time of such refusal.
ARTICLE 9. LIABILITY OF COMPANY, TRUSTEES, OFFICERS, SHAREHOLDERS; SEPARATE
OBLIGATIONS OF FUNDS
A copy of the Declaration of Trust of the Company is on file with the
Secretary of the State of Delaware and notice is hereby given that the
Agreement is not binding upon any of the trustees, officers, or shareholders of
the Funds individually, but is binding only upon the assets and property of the
applicable Fund. The Sub-Administrator agrees that no shareholder, trustee, or
officer of the Company or any Fund may be held personally liable or responsible
for any obligation of any Fund arising out of the Agreement. With respect to
the obligations of a Fund arising out of the Agreement, the Sub-Administrator
shall look for payment or satisfaction of any claim solely to the assets and
property of that Fund, and not to the assets of any other series of the Trust.
ARTICLE 10. CONFIDENTIALITY
The parties hereto agree that each shall treat confidentially the terms
and conditions of this Agreement and all information provided by each party to
the other regarding its business and operations. All confidential information
provided by a party hereto shall be used by any other party hereto solely for
the purpose of rendering services pursuant to this Agreement and, except as may
be required in carrying out this Agreement, shall not be disclosed to any third
party without consent of such party unless the information is otherwise
publicly available or is required or requested to be
6
disclosed by any bank or other regulatory examiner, or auditor or otherwise by
applicable law or regulation.
ARTICLE 11. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder may be
assigned by any party without the prior written consent of the other party, but
that this Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successor and permitted assigns except
that the Sub-Administrator may delegate any of its administrative
responsibilities to one or more of its affiliates.
ARTICLES 12. TERM AND TERMINATION OF AGREEMENT
Section 12.1 This Agreement shall become effective on the date first set
forth above and shall continue in effect until terminated as set forth below.
Section 12.2 This Agreement may be terminated (in its entirety or with
respect to one or more Funds) by either party hereto at any time upon at least
sixty (60) days' written notice. The termination of this Agreement with respect
to one or more Funds shall not operate to terminate this Agreement with respect
to the remaining Funds. Section 1.5, and Articles 2, 8, 9 and 10 shall continue
in full force and effect after termination of this Agreement (in its entirety or
with respect to any Fund).
Section 12.3 After termination of this Agreement by the Company on behalf
of the Fund, no fee shall be due with respect to any Shares that are purchased
and held by the Accounts after the date of termination. However, notwithstanding
any such termination, the Company will remain obligated to pay the
Sub-Administrator the fee as to each Share that was considered in the
calculation of the fees as of the date of termination for so long as such Shares
are held by the Accounts and the Sub-Administrator continues to provide services
to the Accounts by reason of a contractual relationship with the Plan
Representative. This Agreement, or any provision thereof, shall survive the
termination to the extent necessary for each party to perform its obligations
with respect to Shares for which a fee continues to be due subsequent to such
termination.
ARTICLE 13. ENTIRE AGREEMENT
This Agreement and the Schedules and Appendix attached hereto set forth
the entire agreement and understanding of the parties relating to the subject
matter hereof, and supersede all prior agreements, arrangements and
understandings, written or oral, among the parties.
7
ARTICLE 14. AMENDMENT, MODIFICATIONS, ETC.
No provision of this Agreement may be amended, modified or waived except
in a writing signed by the parties hereto. No waiver of any provision hereto
shall be deemed a continuing waiver unless it is so designated. No failure or
delay on the part of either party in exercising any power or right precludes any
other or further exercise thereof or the exercise of any other power or right.
ARTICLE 15. NOTICES
Except as otherwise provided in this Agreement, all requests, demands or
other communications between the parties or notices in connection herewith (a)
shall be in writing, hand delivered or sent by telex, telegram, cable, facsimile
or other means of electronic communication agreed upon by the parties hereto
addressed.
(A) IF TO THE SUB-ADMINISTRATOR:
Xxxxxx X. Xxxxxx, Senior Vice President
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
cc: Variable Products Attorney
Office of the General Counsel
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000)000-0000
(B) IF TO THE COMPANY OR FUND:
Baron Capital Funds
000 Xxxxx Xxxxxx 00xx xxxxx
Xxx Xxxx, X.X. 00000
Attn: Xxxx Xxxxx
cc: Xxxxx X. Xxxxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Such addresses may be changed from time to time by any party by providing
written notice in the manner set forth above. All notices shall be effective
upon delivery.
8
ARTICLE 16. GOVERNING LAW; CONSENT TO JURISDICTION
Section 16.1 This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to conflicts of law principles thereof which might refer such
interpretations to the laws of a different state or jurisdiction.
Section 16.2 Any suit, action or proceeding arising out of this
Agreement may be instituted in any State or Federal Court sitting in the City of
Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, and the parties
irrevocably submit to the non-exclusive jurisdiction of any such court in any
such suit, action or proceeding and waive, to the fullest extent permitted by
law, any objection which they may now or hereafter have to the laying of venue
of any such suit, action, or proceeding, brought in such a court and any claim
that such suit, action, or proceeding was brought in an inconvenient forum.
ARTICLE 17. LEGAL RELATIONSHIP OF PARTIES
The parties hereto agree that they are independent contractors and not
partners or co-venturers or employees of each other, except that the
Sub-Administrator shall be the agent of the Company to the extent described
herein.
ARTICLE 18. CAPTIONS
The paragraph headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
ARTICLE 19. SEVERABILITY; CONFLICTS
If any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, the remaining provisions and portions
of this Agreement shall be unaffected thereby and shall remain in full force and
effect to the fullest extent permitted by law. If there is any conflict between
the provision in this Agreement and those of the prospectus and statement of
additional information of any Fund, the prospectus and statement of additional
information shall govern.
ARTICLE 20. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same Agreement.
9
ARTICLE 21. NON-EXCLUSIVITY
Both parties acknowledge that either party may enter into similar
agreements with other parties relating to providing similar services to the
Funds or other open-ended investment companies.
IN WITNESS WHEREOF the parties have hereto affixed their hands and
seals on the day and year first above written.
NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION (Sub-
Administrator)
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
BARON CAPITAL FUNDS ON BEHALF OF
ALL ITS SERIES
By: /s/ Xxxxx Wodg
-------------------------------------
Name: Xxxxx Wodg
Title: Chief Financial Officer & Treasurer
10
APPENDIX A
Baron Capital Asset Fund
11
SCHEDULE A
ADMINISTRATIVE SERVICE DUTIES OF THE SUB-ADMINISTRATOR
In accordance with procedures established from time to time by
agreement between the Company, on behalf of the Fund, and the Sub-Administrator,
the Sub-Administrator shall provide the following services:
1. ACCOUNT INFORMATION
The Sub-Administrator shall maintain a record of the number of
Shares held by the Account on behalf of each Variable Insurance Product and each
Product Holder. The Sub-Administrator shall also maintain records of residence
or company address and taxpayer identification number of each Participant and
indicate, if applicable, whether such Shares are held in certificate form.
2. PARTICIPANT SERVICES
The Sub-Administrator shall investigate all inquiries from Product
Holders relating to the Product Holders' interests in the Accounts and shall
respond to all communications from Product Holders and other persons having an
interest in the Variable Insurance Product relating to the Sub-Administrator's
duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Sub-Administrator and the Fund.
3. MAILING COMMUNICATIONS; PROXY MATERIALS
The Sub-Administrator shall forward to the appropriate Product
Holders all reports to shareholders, dividend and distribution notices, and
proxy and other informational materials. In connection with meetings of
shareholders, the Sub-Administrator shall prepare with respect to the Variable
Insurance Product and/or Product Holder, as appropriate, shareholder lists,
mail, and certify as to the mailing of proxy materials, process, and tabulate
returned proxy cards, report or proxies voted prior to meetings, and certify
Shares voted at meetings.
4. SALES OF SHARES
(a) Acceptance of Orders The Sub-Administrator shall, as agent for
the Company on behalf of each Fund, receive for acceptance from Product Holders
12
orders for the purchase of Shares each business day The New York Stock Exchange
is open for regular business ("Business Day") and stamp each order with the date
and time received. The Sub-Administrator shall forward payment for the purchase
of Shares by wire by 12:00 noon New York City time on the next Business Day
following Trade Date (defined hereafter) to the Custodian of the Fund
("Custodian"). In addition, the Sub-Administrator shall, pursuant to such
purchase instructions, coordinate with each Fund or its designees to issue the
appropriate number of Shares and record such Shares in the appropriate account.
(b) Recordation of the Issuance of Shares The Sub-Administrator
shall record the issuance of Shares to the Variable Insurance Product and
maintain a record of the total number of Shares which are so issued, based upon
data provided to the Sub-Administrator by the Funds' transfer agent. The
Sub-Administrator shall also provide each Fund or its designee with the total
number of Shares which are issued and outstanding to each Variable Insurance
Product or Account on a daily basis. Such Shares shall be reflected on
appropriate accounts maintained by the Sub-Administrator reflecting outstanding
Shares attributed to the individual accounts of a Variable Insurance Product or
Product Holders.
5. TRANSFER AND REDEMPTION
(a) Requirements for Transfer or Redemption of Shares The Sub-
Administrator shall, as agent for the Company on behalf of each Fund, process
all instructions from Product Holders to transfer or redeem Shares in accordance
with the transfer or repurchase procedures set forth in each Fund's then current
prospectus and statement of additional information. The Sub-Administrator shall
transfer or redeem Shares upon receipt of oral or written instructions or
otherwise pursuant to the Fund's then current prospectus and statement of
additional information. Any cash redemption limitations applicable to the Fund
shall apply at the Account level and not at the Product Holder level.
(b) Notice to Custodian and the Fund When Shares are redeemed, the
Sub-Administrator shall, upon receipt of the instructions and documents in
proper form, deliver to the Custodian and the Fund in such format as the
Custodian and the Fund shall reasonable require, a notification setting forth
the number of Shares to be redeemed. Such Shares shall be reflected on
appropriate accounts maintained by the Sub-Administrator reflecting interests in
outstanding Shares attributed to the individual accounts of a Variable Insurance
Product.
(c) Payment of Redemption Proceeds The Sub-Administrator shall, upon
receipt of the monies paid to it by the Custodian for the redemption of Shares,
pay
13
such monies to the Product Holder. The Sub-Administrator shall not process or
effect any redemption with respect to Shares of a certain Fund after receipt by
the Sub-Administrator of notification of the suspension of the determination of
the net asset value of such Fund.
6. PROCEDURES
The procedures to be followed for purchases, redemptions, and
exchanges pursuant to Section 4 and 5 of this Schedule A shall be as follows.
For each Fund and for each Account maintained by the Sub-Administrator with such
Fund, prior to 11:00 a.m. New York City time each Business Day, the
Sub-Administrator shall transmit to each Fund an aggregate purchase or
redemption order that reflects the "net" effect of all purchase or redemptions
of Shares based upon instructions from the Variable Insurance Product
(collectively, "Instructions") received prior to the earlier of 4:00 p.m. New
York City time or the close of the New York Stock Exchange ("Close of Trading")
on the preceding Business Day (that Business Day) (a "Trade Date"). Purchases or
redemptions of Fund shares shall be deemed to have occurred as of the Trade Date
to which the order applies, if such Instructions were received prior to the
Close of Trading. In no event shall the Sub-Administrator accept Instructions on
any Business Day with respect to requests by Product Holders after the Close of
Trading on the Business Day. Instructions received in proper form by the
Sub-Administrator after the Close of Trading on any Business Day shall be
treated as if received on the next following Business Day.
7. PRICING INFORMATION
By 6:00 p.m. New York City time, the Company on behalf of each Fund
shall provide to the Sub-Administrator (by facsimile or other electronic
transmission acceptable to the Sub-Administrator) closing net asset value and,
in the case of income funds, the daily accrual for interest rate factor (mil
rate), determined at the close of regular trading each day that the New York
Stock Exchange is open.
8. DIVIDENDS
Upon the declaration of each dividend and each capital gain
distribution by the Trustees with respect to Shares, the Funds shall furnish to
the Sub-Administrator information setting forth the date of the declaration of
such dividend or distribution, the ex-dividend date, the date of payment
thereof, the record date as of which shareholders entitled to payment shall be
determined, the total amount payable per share to the shareholders of record as
of that date, the total amount payable to the Sub-Administrator as nominee on
the payment date and whether such dividend or
14
distribution is to be paid in Shares at net asset value or in cash. On or before
the payment date specified in such resolution of the Trustees, the Custodian
will pay to the Sub-Administrator sufficient cash to make payment to the Product
Holders of dividends or, if applicable, other distributions payable in cash.
9. BLUE SKY REPORTS
If, in the reasonable judgment of the Fund, blue sky information is
required by applicable state securities laws or by applicable regulatory
authorities, the Sub-Administrator shall use its best efforts to comply with
such requests for information. The Fund shall remain fully responsible for
ensuring that Fund Shares are registered in all jurisdictions as required by
applicable state securities laws or the interpretation thereof by applicable
regulatory authorities.
15
SCHEDULE B
ADMINISTRATIVE SERVICES FEE SCHEDULE
The Company shall pay a fee to the Sub-Administrator for administrative
services with respect to each Fund, calculated daily and paid monthly in
arrears equal to [ ] per annum of the daily net asset value of the total
number of Shares of such Fund held in the Accounts. The calculation of the
fee shall be based upon the Fund's records held by the Fund's transfer agent.
Dated as of: August 1, 2005
16
SCHEDULE C
DISTRIBUTION SERVICE DUTIES OF THE SUB-ADMINISTRATOR
Distribution Services include, but are not limited to:
1. providing incentives and compensation to Sub-Administrator to make
each Fund available to Product Holders;
2. providing administrative support services to the Fund in connection
with the distribution of Shares for use in funding Variable
Insurance Products;
3. paying costs incurred in conjunction with advertising and marketing
Shares, such as the expense incurred of preparing, printing and
distributing promotional or sales literature in connection with the
funding of Variable Insurance Products with Shares;
4. printing and distributing prospectuses, statements of additional
information and reports of the Fund to current and prospective
Variable Insurance Product and the Product Holders;
5. holding seminars and sales meetings designed to promote the
distribution of Variable Insurance Products funded with Shares, to
the extent permitted by applicable laws, rules or regulations;
6. training Sub-Administrator's sales personnel regarding the Funds;
and
7. financing any other activity that the Board determines is primarily
intended to result in the sale of Shares and support of related
services.
17
SCHEDULE D
DISTRIBUTION SERVICES 12B-1 FEE SCHEDULE
The Company shall pay a fee to the Sub-Administrator for
distribution services with respect to each Fund, calculated daily and paid
monthly in arrears equal to [ ] per annum of the daily net asset value of the
total number of Shares of such Fund held in the Accounts. The calculation of the
fee shall be based upon the Fund's records held by the Fund's transfer agent.
Dated as of: August 1, 2005
18
