Contract
Exhibit 99-B.8.111
ADMINISTRATIVE SERVICE AGREEMENT
This Agreement is entered as of May 25, 1994 between Aetna Life Insurance and Annuity
Company (the "Sub-Administrator" or "Servicing Agent"), a Connecticut corporation located at 000
Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 and Xxxxxxxxx & Xxxxxx Management Incorporated,
an investment advisory company located at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000
("NBMI") on behalf of Xxxxxxxxx & Xxxxxx Equity Trust and Xxxxxxxxx & Xxxxxx Income Trust,
Delaware business trusts, and their respective series listed in Appendix A hereto, as amended from time to
time (each, a "Fund").
WHEREAS, the Sub-Administrator has established separate accounts as investment vehicles for
certain contracts (the "Contracts") that will purchase and redeem shares in the Funds (the "Shares"); and
WHEREAS, the Sub-Administrator provides administrative services to qualified retirement plans
(the "Plan" or "Plans") and to certain Plan participants (the "Participants") that purchase the Contracts;
and
WHEREAS, the Sub-Administrator converts the Shares to units (the "Units"); and
WHEREAS, the Sub-Administrator and NBMI desire that the purchase and redemption of the
Shares be facilitated through one master account with each Fund or its designated transfer agent (the
"Master Account") established in the name of the Sub-Administrator; and
WHEREAS, NBMI has been appointed as administrator of Xxxxxxxxx & Xxxxxx Equity Trust
and Xxxxxxxxx & Xxxxxx Income Trust (the "Trusts") to provide administrative services to the Funds;
and
WHEREAS, NBMI desires to appoint the Sub-Administrator to provide certain administrative
services listed on Schedule A hereto (the "Administrative Services") to the Plan and certain Plan
Participants and the Sub-Administrator is willing and able to furnish such Administrative 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, NBMI 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.
Section 1.2 The Sub-Administrator shall maintain on behalf of the Plans, one Master
Account with each Fund or its designated transfer agent. The Master Account shall be held by the Sub-
Administrator. All Plan level accounts and applicable Participant level accounts shall be administered by
the Sub-Administrator on behalf of the Plans and shall not be the responsibility of the Fund or its
designated transfer agent.
Section 1.3 The Sub-Administrator agrees to perform the Administrative Services
| with respect to the Plans and their Participants which make up the Master Accounts. |
Section 1.4 The parties hereto agree that the Administrative Services and all other
services contemplated by this Agreement are shareholder administrative services and are not investment
advisory, transfer agency or distribution related services.
Section 1.5 The Sub-Administrator agrees that it shall maintain and preserve all
records required by law to be maintained and preserved in connection with providing the services
contemplated under this Agreement, and shall otherwise comply with all laws, rules and regulations
applicable to such services. Upon written request of any Fund or NBMI, the Sub-Administrator agrees to
provide copies of all historical records relating to transactions recorded by the Sub-Administrator on
behalf of those Contractholders invested in the Fund through the separate accounts, data formats for
written communication regarding the Fund to or from such customers and other materials, in each case as
may reasonably be requested to enable NBMI and its respective representatives and agents to monitor and
review the Administrative Services provided by the Sub-Administrator, or to comply with any request of
NBMI’s board of directors (collectively, the “Directors”), the Funds’ boards of trustees (collectively the
“Trustees”), a governmental body, a self-regulatory organization or a shareholder. The Sub-
Administrator agrees that it shall permit NBMI’s Directors, the Funds’ Trustees, and their respective
representatives, designees and agents to have reasonable access to their personnel and records to monitor
the performance of the services provided pursuant to this Agreement.
Section 1.6 In addition to the Administrative Services, the Sub-Administrator shall
perform such other duties and functions as may from time to time be reflected in a written amendment to
Schedule A, signed and dated by both parties hereto. The fees (referred to in Section 2.1 of this
Agreement) payable to the Sub-Administrator as compensation for such other duties and functions shall
be reflected in a written amendment to Schedule B signed and dated by each party hereto.
Section 1.7 The provisions of this Agreement shall in no way limit the authority of
NBMI to take such action as it may deem appropriate or advisable in connection with all matters relating
to the operations of the Funds and/or the sale of the Shares.
Section 1.8 The Sub-Administrator’s performances of the Administrative Services,
including without limitation the purchase and redemption of Shares will be subject to the terms and
conditions regarding purchases, redemptions and exchanges of Shares set forth in each Fund’s prospectus
and statement of additional information.
Article 2. Fees and Expenses
Section 2.1 For acting as the Servicing Agent to the Funds on behalf of NBMI and
for the performance of Administive Services to the Funds by the Sub-Administrator pursuant to this
Agreement, NBMI agrees to pay the Sub-Administrator a fee based upon the net asset value of Shares
held by the Master Accounts, as set out in the fee schedule attached hereto as Schedule B. NBMI shall
send all payments of fees under this Section 2.1 to Xxxxxx Xxxxxxx.
Section 2.2 NBMI agrees to pay all fees within thirty (30) business day after the last day of each month.
Section 2.3 In lieu of NBMI providing printed copies of prospectuses and periodic
Fund reports to interestholders, the Sub-Administrator shall have the right to request that NBMI provide it
with a copy of such materials in an electronic format, which the Sub-Administrator will use to have such
materials printed and provided to representatives of Plans (“Plan Representatives”) or Participants, as
appropriate. The Sub-Administrator shall provide such prepared materials to NBMI for review at least
five (5) business days in advance of its intended use.
Article 3. Representatives, Warranties and Covenants of NBMI
NBMI represents and warrants to the Sub-Administrator that:
(a) NBMI is a New York corporation duly organized and existing in good standing
under the laws of the State of New York.
| (b) | NBMI is an investment adviser registered under the Investment Advisers Act of | |
| 1940. | ||
| (c) | NBMI 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 the Trusts with respect to the Fund or any applicable law.
(d) The Shares have been registered with the Securities Exchange Commission and
with all states where the Shares will be sold and NBMI will notify the Sub-Administrator if any such
registration has terminated or lapsed or if NBMI wishes to prevent the Sub-Administrator from placing or
continuing to place purchase orders in a particular state or other jurisdiction, if applicable.
(e) In case of any requests or demands for the inspection of Master Account records
of a Fund by any governmental agency or otherwise pertaining to any aspect of the Administrative
Services or other services covered by this Agreement, it will notify the Sub-Administrator of any such
inspection and will coordinate with the Sub-Administrator regarding any inspection which may have a
potential material impact on the Sub-Administrator’s business.
Article 4. Representations, Warranties and Covenants of the Sub-Administrator
The Sub-Administrator represents and warrants to NBMI as follows:
(a) It is a corporation duly organized and existing in good standing under the laws of
the State of Connecticut.
(b) It 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 any governing document or agreements of the Sub-
Administrator or any applicable law.
| (c) | It has all requisite licenses and authority to perform its obligations under this | |
| Agreement. | ||
| (d) | The arrangements and fees provided to the Sub-Administrator in this Agreement |
will be disclosed to the Plans.
(e) It is not, and will not be, a “fiduciary” of any Plan as that term is defined in
Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of entering into
this Agreement or providing services hereunder.
(f) The receipt of this fees described in Schedule B hereof by the Sub-Administrator
will not constitute a “prohibited transaction” as that term is defined in Section 3(21) of ERISA and
Section 4975 of the Code.
(g) For the performance of Administrative Services, the Sub-Administrator is not
required to be registered as a broker-dealer under the Securities Exchange Act of 1934 or any applicable
state securities laws, or an investment advisor under the Investment Advisers Act of 1940 or any
applicable state securities laws.
| (h) | It will probably make Contracts available to the Plans pursuant to this | |
| Agreement. | ||
| (i) | Both the Administrative Services and other related services will be performed by |
qualified personnel in accordance with the terms of this Agreement and customary industry standards.
(j) With regard to its role as Sub-Administrator under this Agreement, it will not
hold itself out to the public or engage in any activity as a distributor for the Funds.
(k) It has and will continue to have access to the necessary facilities, equipment and
personnel to perform the Administrative Services in accordance with customary practices.
(l) In case of any requests or demands for the inspection of shareholder records of a
Fund by any governmental agency or otherwise pertaining to any aspect of the Administrative Services or
other services covered by this Agreement, it will not notify NBMI of any such inspection and will
coordinate with NBMI regarding any inspection which may have a potential material impact on NBMI’s
business.
(m) The Sub-Administrator’s directors, officers, employees, investment advisers, and
other individuals/entities dealing with the money and/or securities of the Funds are and shall continue to
be at all times covered by a blanket fidelity bond or similar coverage, in an amount not less than two
million ($2,000,000). The bond shall include coverage for larceny and embezzlement and shall be issued
by a reputable bonding company.
Article 5. Indemnification
Section 5.1 The Sub-Administrator agrees to indemnify and hold harmless NBMI,
the Funds and their respective directors, trustees, officers, employees, representatives, designees, agents
and each person, if any, who controls NBMI within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”) (collectively, “Indemnitees”) against any losses, 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 material
terms of this Agreement; or (ii) the Sub-Administrator’s negligence or misconduct or that of their
employees, agents or contractors in connection herewith, and the Sub-Administrator will reimburse the
Indemnitees for any legal or other expenses incurred by them in connection with investigating or
defending such Loss; provided, however, that the Sub-Administrator will not be liable for indemnification
of parties covered hereunder to the extent that any Loss results from the negligence or misconduct of any
Indemnitee.
Section 5.2 NBMI agrees to indemnify and hold harmless the Sub-Administrator and
its directors, officers, employees, representatives, designees, agents and each person, if any, who controls
it within the meaning of the Securities Act (collectively, “Indemnitees”), against any Loss to which an
Indemnitee may become subject insofar as such Loss arises out of: (i) NBMI’s failure to comply with the
material terms of this Agreement; (ii) any untrue statement or alleged untrue statement of any material
fact contained in the Funds’ registration statement or statement of additional information or omissions or
the alleged omissions to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; (iii) NBMI’s negligence or misconduct or that of its employees, agents
or contractors in connection herewith; or (iv) any action of the Sub-Administrator upon instructions
believed in good faith by it to have been executed by a duly authorized officer or representative of NBMI
or the Trusts; provided, however, that NBMI will not be liable for indemnification of parties covered
hereunder to the extent that any Loss results from the negligence or misconduct of any Indemnitee.
Section 5.3 Promptly after receipt by any Indemnitee under this Article 5 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 NBMI, 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 any claim, if the claimant agrees to such
settlement but the Indemnitee refuses to agree to such settlement, then the Indemnitee shall be responsible
for all Loss thereafter in excess of the amount of such settlement.
Article 6. Security; Confidentiality
Section 6.1 The Sub-Administrator represents and warrants that the procedures
(including provision for 24 hours-a-day restricted access) and systems which it has implemented or will
implement to safeguard from loss of or damage (attributable to fire, theft or any other cause) to NBMI’s
or the Funds’ records and other data and the Sub-Administrator’s records, data, equipment and facilities
and other property used in the performance of the Administrative Services are adequate and that it will
make such changes therein from time to time as in its judgment are required for the secure performance of
the Administrative Services, after notification to NBMI of any such material changes. The Sub-
Administrative shall review such systems and procedures on a periodic basis and NBMI and its respective
agents shall have the right to review these systems and procedures at the Sub-Administrator’s place of
business during the Sub-Administrator’s regular business hours, upon reasonable prior notice.
Section 6.2 The Sub-Administrator shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision for period backup of computer
files and data. In the event of equipment failures, the Sub-Administrator shall, at no additional expense to
NBMI, take all reasonable steps to minimize service interruptions. The Sub-Administrator shall have no
liability with respect to the loss of data or service interruptions caused by equipment failures, provided
such loss or interruption is not caused by the negligence of the Sub-Administrator and provided further
that the Sub-Administrator has complied with the provisions of this paragraph.
Section 6.3 NBMI and the Sub-Administrator agree that all non-public books,
records, information and data pertaining to the business of the other that are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not
be voluntarily disclosed by either party without the prior written consent of the other party, except as may
be required by law or by such party to carry out this Agreement or an order of any court, governmental
agency or regulatory body.
Article 7. Representations Concerning NBMI and the Funds; Advertising Materials
Section 7.1 The Sub-Administrator and its affiliates, representatives, designees and
agents will not make representations concerning NBMI, the Funds and their affiliates, representatives,
designees, agents or the Shares, except those contained in the then current prospectus and statement of
additional information of the Funds, in current sales literature furnished by NMBI or the Funds to the
Sub-Administrator and in any current sales literature created by the Sub-Administrator and submitted to
and approved in writing by NBMI.
Section 7.2 Except for the use of each of the Fund’s most current prospectus,
statement of additional information and sales literature approved by NBMI, the Sub-Administrator shall
not use, nor shall they allow their employees or agents to use, the name or logo of NBMI, any of the
Funds, any of their affiliates or any products or services sponsored, managed, advised, administrated or
distributed by NBMI or the Funds, or any of their affiliates, for advertising, trade or other commercial or
noncommercial purposes without the express prior written consent of NBMI or the Funds. All such sales
literature and other materials shall be submitted to NBMI at least five (5) business days in advance of
their intended use. The Sub-Administrator shall at all times use the full names of the Funds on such sales
literature and other materials.
Section 7.3 NBMI will provide to the Sub-Administrator at least one complete copy
of all registration statements, prospectuses, statements of additional information, annual and semi-annual
reports and proxy statements and all amendments or supplements to any of the above that relate to the
Funds promptly after the filing of such documents with the SEC or other regulatory authorities.
Article 8. Assignment
Section 8.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by any party without the prior written consent of the other parties, which consent will not be
unreasonably withheld; provided, however, that this Agreement may be assigned by NBMI to Xxxxxxxxx
& Xxxxxx, X.X., an affiliate. A merger, consolidation, or other reorganization shall not be considered an
assignment.
Section 8.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and permitted assigns.
Article 9. Term and Termination of Agreement
Section 9.1 This Agreement shall become effective on the date first set forth above and shall continue in effect
until terminated as set forth below.
Section 9.2 This Agreement may be terminated by either the Sub-Administrator or
NBMI any time upon at least one hundred-eighty (180) days’ written notice. Sections 1.5, 63 and 9.3 and
Articles 3, 4, and 5 shall continue in full force and effect after termination of this Agreement.
Section 9.3 After termination of this Agreement by NBMI, no fee shall be due with
respect to any Shares that are purchased and held by the Master Accounts after the date of termination.
However, notwithstanding any such termination, NBMI 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 Master Account and the Sub-Administrator
continues to provide services to the participant and plan level accounts making up the Master Account by
reason of a contractual relationship or obligation. 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 10. Entire Agreement
This Agreement and the Schedules and Appendix attached hereto set forth the entire
agreement and understating of the parties relating to the subject matter hereof, and supersede all prior
agreements, arrangements and misunderstanding, written or oral, among the parties.
Article 11. Amendments; Waivers
This Agreement may be amended, modified, superseded, cancelled, renewed or extended,
and the term or covenants hereof may be waived, only by a written instrument executed by all of the
parties affected thereby, or in the case of a waiver, by the party waiving compliance. The failure of any
party at any time or times to require such performance of any provision hereof shall in no manner affect
the right of such party at a later time to enforce the same. No waiver by any party of breach of any term
or covenant contained in this Agreement, whether by conduct as or otherwise, in any oneor more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
Article 12. Notices
All notices required or permitted under this Agreement shall be in writing and shall be
sent by personal delivery or registered or certified mail, postage prepaid, or by telecopier confirmed in
writing within three (3) business days as follows:
(a) If to NBIM:
Nueberger & Xxxxxx Management Incorporated
000 Xxxxx Xxxxxx – 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxxx, President
cc: Xxxxx Xxxxxxx, Esq.
Telecopier: (000) 000-0000
(b) If to the Sub-Administrator or ALIAC:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Telecopier: (000) 000-0000
Such addresses may be changed from time to time by any party by providing written notice in the
manned set forth above. All notices shall be effective upon delivery or when deposited in the mail
addressed as set forth above.
Article 13. Governing Law; Consent to Jurisdiction
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 different state or jurisdiction.
Article 14. 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 NBIM to the
extent described herein.
Article 15. Captions
The paragraph headings contained herein are for reference purpose only and shall not in
any way affect the meaning or interpretation of this Agreement.
Article 16. Severability
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.
Article 17. Counterparts
This Agreement may be executed in two or more counterparts, each which shall be
deemed to an original, but all of which together shall constitute one and the same Agreement.
AETNA LIFE INSURANCE AND ANNUITY
COMPANY
| By: | /s/ Xxxxx X. Xxxxx |
| Name: | Xxxxx X. Xxxxx |
| Title: | Senior Vice President |
XXXXXXXXX & XXXXXX MANAGEMENT
SCHEDULE A
DUTIES OF THE SUB-ADMINISTRATOR
In accordance with procedures established from time to time by agreement between NBIM and
the Sub-Administrator to the extent applicable, shall provide the following services:
1. Plan Information The
Sub-Administrator shall maintain a record of the number of Shares held by
the Master Accounts. The Sub-Administrator shall also maintain a record of the number of Units attributed to the
Contract held by each plan.
2. Participant Services The
Sub-Administrator shall investigate all inquiries from
Participants and Plan Representatives relating to their accounts and shall respond to all communications
from Participants and plan representatives and others 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 NBIM.
3. Mailing Communications; Proxy Materials The Sub-Administrator shall address and
mail to Participants and/or Plan Representatives, as applicable, all reports to shareholders, dividend and
distribution notices, and proxy material for each of the Fund’s meetings of shareholders. In connection
with meetings of shareholders, the Sub-Administrator shall prepare with respect to Plans and/or
Participants, as appropriate, participant lists, mail, and certify as to the mailing of proxy materials process,
and tabulate returned proxy cards, report on proxies voted prior to meetings, and certify Shares voted at
meetings.
| 4. | Sales of Shares |
| (a) Acceptance of Orders The Sub-Administrator shall receive for acceptance orders | |
from Plans and/or Participants for the purchase of Units each business day and stamp each order with the
sate and time received or otherwise record such information. NBIM or its designee shall provide the Sub-
Administrator closing net assess value, dividend and capital gain information determined at the close of
trading each day that the New York Stock Exchange is open ( each, a “ business day”) no later than 6:00
p.m. Eastern Standard Time on each such day. Orders from Sub-Administrators for the purchase of
Shares that are received by NBIM prior to 4:00 p.m. Easter Standard Time on any business day will be
executed at that days’ net asset value. All orders receive by NBIM after 4:00p.m. Eastern Standard Time
on any business day shall receive the net assets value of the following business day. The Sub-
Administrator shall forward to the Custodian of the Funds ( the “Custodian”), as instructed by NBIM,
payment for the purchase of Shares by wire on the next business day after the order is received and
accepted by NBIM or its designee. In addition, The Sub- Administrator shall, pursuant to such purchase
orders, coordinate with each fund or its designee to issue the appropriate number of Shares to the Master
Account and record such shares.
(b) Recordation of the Issuance of Shares The Sub-Administrator shall record the
issuance of total number of Shares issued to the Master Account, and record the issuance of Units under
contracts held by the Plans, based upon data provided to the Sub-Administrator by the Custodian. The
Sub-Administrator shall also provide each Fund or its designee with the total number of Shares which are
issued and outstanding to each Master Account on a daily basis. The Sub-Administrator shall reflect
outstanding Units attributed to the Individual accounts of a Plan of Participant.
| 5. | Transfer and Redemption |
| (a) Requirements for Transfer or Redemption of Shares The Sub-Administrator | |
shall receive all requests from Participants or Plans to transfer or redeem Units each business day. The
Sub-Administrator shall convert such requests to requests for the transfer or redemption of Shares.
Requests for transfer or redemption of Shares shall be made in accordance with the transfer or redemption
procedures set forth in each Fund’s then current prospectus and statement of additional information,
ensuring that all transfer requirement and legal documents have been supplied. The Sub-Administrator
shall process requests to transfer or redeem Units and shall stamp each order with the date and time
received or otherwise record such information. The Sub-Administrator shall provide written notice to
NBIM at least three (3) business days in advance of any redemptions of Shares equal to or greater than
one million dollars ($1,000,000). The Sub-Administrator shall provide to NBMI, the Funds or their
designees, the exact amount of requests to redeem or transfer Shares no later than 4:00 p.m. Eastern
Standard Time. Payments for net redemption orders that are timely received by NBMI will be wired from
the Custodian to the Sub-Administrator as directed by the Sub-Administrator that next day after such
specified order is received by NBMI, the Funds or their designees. Any cash redemption limitations
applicable to the Fund shall apply at the Master Account level and not at the Plan or Participant level.
(b) Notice to Custodian and the Fund. When Shares are redeemed, the Sub-
Administrator shall deliver to the Custodian and the Fund in such format as the Custodian and the Fund
shall reasonably require, a notification setting forth the number of Shares to be redeemed. Such Shares
shall be reflected on the Master Accounts maintained by the sub-Administrator reflecting outstanding
interests attributed to the individual accounts of a Plan or Participant.
(c) Payment of Redemption Proceeds The Sub-Administrator shall, upon receipt of
the monies paid to it by the custodian for the redemption f Shares, pay such monies as are received from
the Custodian, all in accordance with the procedures described in the written instruction. The Sub-
Administrator shall not process or effect any redemption with respect ot 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. Dividends
Upon the declaration of each dividend and each capital gain distribution by the Trustees
with respect to Shares, the Funds shall furnish or NBMI shall furnish or cause the Funds to 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 amount payable per share to the shareholders of record as of that date,
the total amount payable to the Sub-Administrator as a Shareholder of record on the payment date.
Although the Sub-Administrator has elected that such dividend or distribution be paid in Shares; this
election may be changed from time-to-time upon 30 days’ written notice to NBMI.
7. Blue Sky Reports
At the request of NBMI, and if required by law or by a governmental agency, the Sub-
Administrator shall on a daily basis, prepare a report to each Fund in accordance with a system approved
by the Fund, showing by state of residence all sales and redemptions of Shares.
SCHEDULE B
FEE SCHEDULE
NBMI shall pay to the Sub-Administrator a fee with respect to each Fund, calculated daily and
paid monthly in arrears equal to 0.25 percent per annum of the daily net asset value of the total number of
Shares of such Fund held in the Master Accounts.
For the purposes of computing the payment to the Sub-Administrator, the average aggregate
amount invested in the Master Accounts over a one month period shall be computed by totaling the
aggregate investment (share net asset value multiplied by total number of shares held by the Master
Accounts) on each business day during the month and dividing by the total number of business days
during such month.
The payment will be accompanied by a statement showing the calculation of the monthly
amounts payable and such other supporting data as may be reasonably requested by the Sub-
Administrator.
