CO-ADMINISTRATION AGREEMENT
LIFE & ANNUITY TRUST
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
THIS AGREEMENT is made as of this 1st day of May, 1998, by and among the
Life & Annuity Trust, a Delaware business trust ("Life & Annuity"), Xxxxxxxx
Inc. ("Xxxxxxxx"), an Arkansas corporation, and Xxxxx Fargo Bank, N.A., a
national banking association ("Xxxxx Fargo").
WHEREAS, Life & Annuity is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Life & Annuity desires to retain Xxxxxxxx to render certain co-
administrative services to Life & Annuity's investment portfolios listed in
Appendix A (individually, a "Fund" and collectively, the "Funds"), and Xxxxxxxx
is willing to render such services; and
WHEREAS, Life & Annuity is retaining Xxxxx Fargo pursuant to a separate
Administration Agreement to provide certain other administrative services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed by the parties as follows:
1. Appointment. Life & Annuity hereby appoints Xxxxxxxx to act as Co-
-----------
Administrator of the Funds, subject to the control and supervision of Xxxxx
Fargo and the overall supervision of the Board of Trustees of Life & Annuity.
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, the performance of which Xxxxx Fargo agrees to supervise. Each new
investment portfolio established in the future by Life & Annuity shall
automatically become a "Fund" for all purposes hereunder as if it were listed in
Appendix A, absent written notification to the contrary by either Life &
Annuity, Xxxxx Fargo, or Xxxxxxxx.
2. Delivery of Documents. Life & Annuity and Xxxxx Fargo shall furnish
---------------------
Xxxxxxxx with originals of, or copies of, all books, records, and other
documents and papers related in any way to the administration of Life & Annuity.
3. Duties as Co-Administrator. Xxxxxxxx shall, at its expense, provide
--------------------------
the following co-administrative services in connection with the operations of
Life & Annuity and the Funds:
1
(a) prepare and file with the states registration statements, notices,
reports, and other material required to be filed under applicable laws;
(b) prepare and file Form 24F-2s and N-SARs;
(c) review bills submitted to the Funds and, upon determining that a xxxx
is appropriate, allocating amounts to the appropriate Funds and instructing the
Funds' custodian to pay such bills;
(d) provide officers at no cost to the Funds;
(e) provide office space and facilities;
(f) provide reports to the Funds' board of trustees ("Board") regarding its
activities;
(g) assist in the preparation and assembly of Board meeting materials,
including comparable fee information, as required;
(h) prepare and retain original minutes of Board meetings, shareholder
meetings, and other official corporate records; and
(i) maintain and preserve the records of the Funds, including financial and
corporate records;
(j) coordinate (or assist in) the preparation of shareholder reports and
other information materials regarding the Funds;
(k) provide legal and regulatory advice to the Funds in connection with its
other administrative functions;
(l) provide liaison with the Funds' independent auditors;
(m) establish and maintain a service desk to assist in handling Fund
administrative activities; and
(n) provide any other administrative services reasonably necessary for
the operation of the Funds, as Life & Annuity, Xxxxx Fargo, and Xxxxxxxx shall
agree from time to time, other than those services that are to be provided by
Xxxxx Fargo pursuant to its Administration Agreement with Life & Annuity, and by
Life & Annuity's transfer and dividend disbursing agent, custodian, and fund
accountant.
In performing all services under this agreement, Xxxxxxxx shall: (a)
act in conformity with Life & Annuity's Declaration of Trust and By-Laws, the
1940 Act, the Investment Advisers Act
2
of 1940, as applicable, 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.
Nothing in this Agreement shall be deemed to require Xxxxx Fargo to
provide any supervisory services that may not be provided by it under applicable
banking laws and regulations.
In connection with its duties under this Paragraph 3, Xxxxxxxx may, at
its own expense, enter into sub-administration agreements with other service
providers, provided that: (a) each such service provider agrees with Xxxxxxxx
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; and (b) Xxxxx Fargo agrees to the appointment of
such service provider. Xxxxxxxx will provide Life & Annuity and Xxxxx Fargo
with a copy of each sub-administration agreement it executes relating to Life &
Annuity. Xxxxxxxx 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, Xxxxxxxx shall
cooperate and coordinate with Xxxxx Fargo as necessary and appropriate and shall
provide such information to Xxxxx Fargo as is reasonably necessary or
appropriate for Xxxxx Fargo to perform its obligations to Life & Annuity.
Similarly, 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.
4. Compensation. In consideration of the administration services to
------------
be rendered by Xxxxxxxx under this agreement, Life & Annuity shall pay Xxxxxxxx
a monthly fee at the annual rate of 0.04% of the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the Funds' net assets during the
preceding month. If the fee payable to Xxxxxxxx pursuant to this Paragraph 4
begins to accrue before the end of any month or if this agreement terminates
before the end of any month, the fee for the period from the effective date to
the end of that month or from the beginning of that month to the termination
date, respectively, shall be prorated according to the proportion that the
period bears to the full month in which the effectiveness or termination occurs.
For purposes of calculating each such monthly fee, the value of each Fund's net
assets shall be computed in the manner specified in the Prospectus and Life &
Annuity's Declaration of Trust for the computation of the value of the Fund's
net assets in connection with the determination of the net asset value of Fund
shares. For purposes of this agreement, a "business day" is any day that Life &
Annuity is open for trading.
3
5. Limitation of Liability; Indemnification.
----------------------------------------
(a) Xxxxxxxx shall not be liable for any error of judgment or mistake
of law or for any loss suffered by Life & Annuity in connection with the
performance of its obligations and duties under this agreement, except a loss
resulting from Xxxxxxxx' willful misfeasance, bad faith, or negligence in the
performance of its obligations and duties, or by reason of its reckless
disregard thereof. Any person, even though also an officer, director, employee
or agent of Xxxxxxxx, shall be deemed, when rendering services to Life & Annuity
or acting on any business of Life & Annuity (other than services or business in
connection with Xxxxxxxx' duties as Co-Administrator hereunder) to be acting
solely for Life & Annuity and not as an officer, director, employee, or agent or
one under the control or discretion of Xxxxxxxx even though paid by it.
Xxxxx Fargo shall not be liable for any error of judgment or mistake
of law or for any loss suffered by Life & Annuity in connection with Xxxxxxxx'
performance of its obligations and duties under this Agreement, except a loss
resulting from Xxxxx Fargo's willful misfeasance, bad faith, or negligence in
failing to supervise Xxxxxxxx as required by this Agreement.
(b) Life & Annuity, on behalf of each Fund, will indemnify Xxxxxxxx
against and hold it 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 willful misfeasance, bad faith, or negligence of
Xxxxxxxx in the performance of such obligations and duties, or by reason of its
reckless disregard thereof. Xxxxxxxx will not confess any claim or settle or
make any compromise in any instance in which Life & Annuity will be asked to
provide indemnification, except with Life & Annuity's prior written consent.
Any amounts payable by Life & Annuity under this Paragraph 5(b) 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 Fund.
6. Life & Annuity expenses. Except as provided in each of Life &
-----------------------
Annuity's advisory contracts and its Administration Agreement with Xxxxx Fargo,
Life & Annuity shall bear all costs of its operations, including the
compensation of its trustees who are not affiliated with Xxxxxxxx or any of
their affiliates; advisory and administration fees; payments of distribution-
related expenses pursuant to any Rule 12b-1 Plan under the 1940 Act;
governmental fees; interest charges; taxes; fees and expenses of its independent
accountants, legal counsel, transfer agent and dividend disbursing agent;
expenses of redeeming shares; expenses of preparing and printing prospectuses
(except the expense of printing and mailing prospectuses used for promotional
purposes, unless otherwise payable pursuant to a Rule 12b-1 Plan), shareholders'
reports, notices, proxy statements and reports to regulatory agencies; travel
expenses of trustees, officers and employees; office supplies; insurance
premiums and certain expenses relating to insurance coverage; trade association
membership dues; brokerage and other expenses connected with the execution of
portfolio securities transactions; fees and expenses of any custodian, including
those for keeping books and accounts and calculating the net asset value per
share of the Funds; expenses of shareholders' meetings; expenses relating to the
issuance, registration and qualification of shares of the Funds; pricing
services, if any; organizational
4
expenses; and any extraordinary expenses. Expenses attributable to one or more,
but not all, of the Funds are charged against the assets of the relevant Funds.
General expenses of the Funds are allocated among the Funds in a manner
proportionate to the net assets of each Fund, on a transactional basis or on
such other basis as the Board of Trustees deems equitable.
7. Amendment. This agreement may be amended at any time by mutual
---------
agreement in writing of Life & Annuity, Xxxxxxxx, and Xxxxx Fargo, provided that
the Board of Trustees of Life & Annuity approve any such amendment in advance.
8. Co-Administrator's other businesses. Except to the extent
-----------------------------------
necessary to perform Xxxxxxxx' obligations under this agreement, nothing herein
shall be deemed to limit or restrict the right of Xxxxxxxx, or any affiliate or
employee of Xxxxxxxx, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
9. Duration. This agreement shall become effective on its execution
--------
date and shall remain in full force and effect for one year or until terminated
pursuant to the provisions in Paragraph 10, and it may be reapproved at least
annually by the Board of Trustees, including a majority of the trustees who are
not interested persons of Life & Annuity or any party to this agreement, as
defined by the 1940 Act.
10. Termination of Agreement. This agreement may be terminated at
------------------------
any time, without the payment of any penalty by a vote of a majority of the
members of Life & Annuity's Board of Trustees, on 60 days' written notice to
Xxxxxxxx and Xxxxx Fargo; or by Xxxxxxxx on 60 days' written notice to Life &
Annuity and Xxxxx Fargo; or by Xxxxx Fargo on 60 days' written notice to Life &
Annuity and Xxxxxxxx.
11. Confidentiality. Xxxxxxxx shall keep confidential all books,
---------------
records, information, and data pertaining to the business of Life & Annuity and
its prior, present, or potential shareholders that are exchanged or received
pursuant to the performance of Xxxxxxxx' duties under this agreement and
Xxxxxxxx shall not disclose the aforementioned to any other person, except as
Life & Annuity shall specifically authorize or as required by law, and the
aforementioned documents, information, and data shall not be used for any
purpose other than performance of its responsibilities and duties under this
agreement.
12. Life & Annuity not bound to violate its Declaration. Nothing in
---------------------------------------------------
this agreement shall require Life & Annuity to take any action contrary to any
provision of its Declaration of Trust or to any applicable statute or
regulation.
5
13. Miscellaneous.
-------------
(a) Any notice or other instrument authorized or required by this
agreement to be given in writing to Life & Annuity, Xxxxx Fargo, or Xxxxxxxx
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 Life & Annuity:
Life & Annuity Trust
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
To Stephens:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
To Xxxxx Fargo:
Xxxxx Fargo Bank, N.A.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
(b) This agreement shall extend to and be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
agreement shall not be subject to assignment (as that term is defined under the
0000 Xxx) without the written consent of the other party.
(c) This agreement shall be governed by and construed in accordance
with the laws of the State of California.
(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 agreement.
(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.
6
In witness whereof, the parties have caused this agreement to be
executed by their duly authorized officers in the day and year first above
written.
LIFE & ANNUITY TRUST
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx
Chief Operating Officer
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx
Vice President
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx
Senior Vice President
By: /s/ Xxxxxxxxx x. Xxxxxxxxx
--------------------------
Xxxxxxxxx X. Xxxxxxxxx
Vice President
7
Appendix A
Life & Annuity Funds
Asset Allocation Fund
Corporate Bond Fund
Equity Value Fund
Growth Fund
Money Market Fund
Strategic Growth Fund
U.S. Government Allocation Fund
Approved: January 16, 1997
Approved as Amended: January 29, 1998 to change the fee rate and include the
Equity Value and Strategic Growth Funds
8
