EX-99.22(h)(2)
SUB-ADMINISTRATION AGREEMENT
This SUB-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
January 1, 2003 by and among THE BANK OF NEW YORK ("BNY"), BACAP DISTRIBUTORS,
LLC ("BACAP Distributors") and NATIONS SEPARATE ACCOUNT TRUST (the "Separate
Account Trust").
WHEREAS, the Separate Account Trust is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, BACAP Distributors serves as the Administrator for the
investment portfolios of the Separate Account Trust pursuant to a separate
Administration Agreement; and
WHEREAS, BACAP Distributors desires to retain BNY to render certain
sub-administrative services to the Separate Account Trust and to BACAP
Distributors, as Administrator of the Separate Account Trust, and BNY is 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 and Duties as Sub-Administrator.
(a) BACAP Distributors hereby appoints BNY to act as Sub-Administrator
of the Separate Account Trust and to render sub-administrative services for each
portfolio of the Separate Account Trust listed on Schedule I (individually, a
"Fund" and collectively, the "Funds") and BNY hereby accepts such appointment
and agrees to render the services and duties set forth in Schedule II as it may
be amended from time to time, for the compensation and on the terms herein
provided. Each new investment portfolio established in the future by the
Separate Account Trust or BACAP Distributors will become a "Fund" for all
purposes hereunder when BNY receives a revised Schedule I from BACAP
Distributors or the Separate Account Trust that includes such new portfolio.
(b) Subject to the other provisions of this Section 1, in performing
all services under this Agreement, BNY shall (i) act in conformity with the
Separate Account Trust's Declaration of Trust and Bylaws (the "Bylaws"), the
1940 Act and the rules thereunder, including but not limited to Rules 31a-1 to
31a-3, and other applicable laws and regulations, as the same may be amended
from time to time, and the Separate Account Trust's Registration Statement, as
such Registration Statement may be amended from time to time; (ii) consult and
coordinate with BACAP Distributors and the Separate Account Trust, as necessary
and appropriate; and (iii) advise and report to BACAP Distributors and the
Separate Account Trust, as necessary or appropriate, with respect to any
compliance matters that come to its attention. In performing all services under
this Agreement BNY shall meet the minimum quality of service standards set forth
on Schedule III.
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(c) The Separate Account Trust has furnished BNY and BACAP Distributors
with copies properly certified or authenticated of each of the following: (i)
the Separate Account Trust's Declaration of Trust or other organizational
document and all amendments thereto (the "Declaration"); (ii) the Separate
Account Trust's Bylaws; (iii) resolutions of the Separate Account Trust's Board
of Trustees or other governing body (the "Board") authorizing the execution,
delivery and performance of this Agreement by the Separate Account Trust; (iv)
the Separate Account 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 881-08481), as filed with the Securities and Exchange Commission (the "SEC")
relating to the Funds' shares (the "Shares"); (iv) the Funds' current
Prospectus(es); (v) the Funds' current Statement(s) of Additional Information;
and (vi) the pricing procedures applicable to the calculation of the Funds' net
asset values as approved by the Separate Account Trust's Board (the "Pricing
Procedures"). It is solely the Separate Account Trust's responsibility to
furnish BNY from time to time with copies, properly certified or authenticated,
of all amendments of or supplements to the foregoing, and BNY will not be held
to have knowledge of any such amendments or supplements until the same are
actually received by BNY. Furthermore, the Separate Account Trust will provide
BNY with any other documents that BNY and BACAP Distributors may reasonably
request and will notify BNY and BACAP Distributors as soon as possible of any
matter materially affecting either BNY's or BACAP Distributors' performance of
its services under this Agreement.
(d)(i) BNY undertakes to report on a regular basis to BACAP
Distributors and the Separate Account Trust regarding: (A) the readiness of its
computer systems, or those used by it in the performance of its duties
hereunder, properly to record, store, process, calculate or present calendar
dates falling on and after, and time spans including, September 9, 1999, January
1, 2000 or February 29, 2000 (the "Subject Dates") as a result of the
occurrence, or use of data containing any such Subject Dates; (B) the readiness
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 the Subject Dates; and (C) its ability to perform the administration and
fund accounting services set forth in Schedule II (the "Services") in accordance
with any applicable performance standards set forth in Schedule III (the
"Standards") with respect to the maintenance of records or processing of data
containing dates falling on or after the Subject Dates, provided that, with
respect to computers used but not owned by BNY and third-party computer systems
other than InvestOne, BNY's responsibility shall be limited to seeking similar
reports from such owners or third parties and promptly forwarding such reports
to BACAP Distributors. Without limiting the foregoing, BNY undertakes to notify
BACAP Distributors and the Separate Account Trust, in writing, of any concerns
believed by BNY to be material regarding the events described in this paragraph,
provided that, with respect to computers owned by others and third-party
computer systems other than InvestOne, BNY's responsibility shall be limited to
seeking similar notice from such owners or third parties and promptly forwarding
such notifications to BACAP Distributors.
(ii) BACAP Distributors or the Separate Account Trust shall have the
right to terminate this Agreement if there is a "material failure" by BNY to
perform any of the Services in accordance with the Standards due to a failure by
computers owned or used by BNY in
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performing its duties hereunder to properly process the occurrence of the
Subject Dates or data containing the Subject Dates. As used in this Section
1(d), the term "material failure" shall be limited to a failure to provide any
of the Services in accordance with the Standards, provided that no such failure
shall be deemed a "material failure" if such failure occurs at or about the time
other major financial institutions similar to BNY providing similar services in
a similar volume to investment companies similar to the Separate Account Trust
are experiencing similar failures, and, provided further, that no failure by BNY
shall be or be deemed a "material failure" if BNY substantially provides the
Services under a contingency plan, it being agreed that, to the extent that the
parties mutually agree, the time frames and deadlines set forth in Schedule III
of this Agreement and elsewhere shall not be considered in determining whether
BNY is substantially providing the Services in accordance with the Standards.
BACAP Distributors and the Separate Account Trust agree to act reasonably and in
good faith in considering any request by BNY to extend time frames and
deadlines.
(iii) In the event there is a "material failure" by BNY to provide the
Services and such "material failure" is not cured by BNY within 10 days after
such material failure arises, BACAP Distributors or the Separate Account Trust
shall have the right to terminate this Agreement upon the giving of 60 days
written notice to BNY. BNY shall, notwithstanding any other provision contained
in this Agreement, have no liability to the Separate Account Trust or BACAP
Distributors under this Agreement if such "material failure" initially arose out
of or was caused by a failure of a computer used but not owned by BNY or owned
by a third party (other than InvestOne) to properly process the Subject Dates or
data containing the Subject Dates, and BNY shall be entitled to any compensation
and reimbursement for out-of-pocket expense as may then be due and payable, as
well as agreed-upon out-of-pocket expenses incurred in connection with such a
termination. If such a termination is the result of a "material failure"
initially arising out of, or caused by a failure of computers owned by BNY or a
failure by InvestOne, then, first, BNY's liability hereunder for such failure
shall, notwithstanding any other provision contained in this Agreement to the
contrary, be limited to the lesser of (x) the fees paid to a successor service
provider during the six months next succeeding the date of termination to the
extent such fees exceed the fees that would have been paid to BNY hereunder, and
(y) $1,000,000; and second, BNY shall not be entitled to out-of-pocket expenses
incurred in connection with such a termination.
(iv) In the event of conflict between this Section 1(d) and any other
provision contained in this Agreement, this Section 1(d) shall control.
(v) BACAP Distributors and the Separate Account Trust each agree to
hold all of the provisions of this Section 1(d) in strict confidence and not to
disclose, nor permit disclosure of, such provisions.
(e) Subject to the direction and approval of the Separate Account
Trust's Board and appropriate officers and the provisions of this Agreement, BNY
shall provide to each Fund the administrative services set forth on Schedule II
attached hereto. In performing such services hereunder, BNY shall provide, at
its expense, office space, facilities, equipment and personnel. BNY shall not
provide any services relating to the management, investment advisory or
sub-advisory functions of any Fund, distribution of shares of any Fund,
maintenance of any Fund's
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financial records (except as otherwise agreed by the parties) or any services
normally performed by the Funds' counsel or independent accountants. Upon
receipt of the Separate Account Trust's prior written consent, BNY may delegate
any of its duties and obligations hereunder to any delegee or agent whenever and
on such terms and conditions as it deems necessary or appropriate. Unless
expressly agreed in writing, BNY shall not be relieved of liability or
responsibility for the performance of any duties or obligations delegated to a
delegee or agent, provided that BNY shall have no liability for duties or
obligations that are delegated to a delegee or agent at the instruction of the
Separate Account Trust or BACAP Distributors. The Separate Account Trust and
BACAP Distributors shall cause their respective officers, and shall use
reasonable efforts to cause the Separate Account Trust's or BACAP Distributors'
legal counsel, independent accountants, and transfer agent to cooperate with BNY
and to provide BNY, upon BNY's reasonable written request, such information,
documents and advice relating to such Fund as is within the possession or
knowledge of such persons, in order to enable BNY to perform its duties
hereunder. Such cooperation or provision of information, documents or advice
shall be at no cost to BNY, provided BNY's request is reasonable and BACAP
Distributors shall have been notified of the request. In connection with its
duties hereunder, BNY shall be entitled to reasonably rely upon any documents
relating to a Fund provided to BNY by any of the aforementioned persons. BNY may
apply to the Separate Account Trust or BACAP Distributors for written
instructions with respect to any matter arising in connection with BNY's
performance hereunder. If, after a reasonable period of time, BNY receives no
response to any such application, BNY may then notify the Separate Account Trust
or BACAP Distributors of reasonable action that BNY shall take if written
instructions are not received within a stated period of time after such notice,
and then BNY shall not be liable for taking such reasonable action as if written
instructions had been provided. BNY is entitled to reasonably rely and act in
accordance with written instructions believed to have been given by authorized
persons and shall incur no costs for such reasonable reliance. BNY shall have no
duties or responsibilities whatsoever except such duties and responsibilities as
are specifically set forth in this Agreement and Schedule II hereto, and no
covenant or obligation shall be implied against BNY in connection with this
Agreement.
(f) The Separate Account Trust and BACAP Distributors, for itself and
not for the others, hereby represents and warrants to BNY, which representations
and warranties shall be deemed to be continuing, that: (i) it is duly organized
and existing under the laws of the jurisdiction of its organization, with full
power to carry on its business as now conducted, to enter into this Agreement
and to perform its obligations hereunder; (ii) this Agreement has been duly
authorized, executed and delivered by it in accordance with all requisite action
and constitutes a valid and legally binding obligation, enforceable in
accordance with its terms; (iii) it is conducting its business substantially in
compliance with all applicable laws and regulations, both state and federal, and
has obtained all regulatory licenses, approvals and consents necessary to carry
on its business as now conducted; (iv) there is no statute, regulation, rule,
order or judgment binding on it and no provision of its Declaration or Bylaws,
nor of any mortgage, indenture, credit agreement or other contract binding on it
or affecting its property which would prohibit its execution or performance of
this Agreement; and (v) the Separate Account Trust and BACAP Distributors will
use reasonable efforts to promptly notify BNY of any errors or omissions
contained in any reports, calculations, valuations and other items of
information,
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provided that any failure by the Separate Account Trust or BACAP Distributors to
detect any such errors or omissions shall not relieve BNY of any resulting
liability therefrom. To the extent that BACAP Distributors has actual knowledge
of any such error or omission and fails to use reasonable efforts to promptly
notify BNY, BNY shall be relieved of any liability that BNY may have mitigated
had BACAP Distributors provided notice of such error or omission to BNY.
(g) BNY hereby represents and warrants to the Separate Account Trust
and BACAP Distributors, which representations and warranties shall be deemed to
be continuing, that: (i) it is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement and to perform its obligations
hereunder; (ii) this Agreement has been duly authorized, executed and delivered
by it in accordance with all requisite action and constitutes a valid and
legally binding obligation, enforceable in accordance with its terms; and (iii)
it is conducting its business substantially in compliance with all applicable
laws and regulations, both state and federal, and has obtained all regulatory
licenses, approvals and consents necessary to carry on its business as now
conducted; there is no statute, regulation, rule, order or judgment binding on
it and no provision of its Declaration or Bylaws, nor of any mortgage,
indenture, credit agreement or other contract binding on it or affecting its
property which would prohibit its execution or performance of this Agreement.
2. Compensation. For the services to be rendered, the facilities to be
furnished and the compensation and other expenses to be borne by BNY, as
provided for in this Agreement, BNY shall be entitled to receive a monthly fee
from BACAP Distributors and reimbursement for out-of-pocket expenses as set
forth in Schedule IV to this Agreement. It is understood that BACAP Distributors
shall be responsible for BNY's monthly fee for its services hereunder, and BNY
agrees that it shall have no claim against the Separate Account Trust or the
Funds with respect to compensation under this Agreement.
3. Recordkeeping. BNY shall, as agent for the Separate Account Trust,
and subject to the direction and approval of the Separate Account Trust's Board
and the provisions of this Agreement, maintain and keep current the books,
accounts and other documents, if any, pursuant to the services and duties
provided by BNY as set forth in Schedule II of this Agreement, and preserve any
such books, accounts and other documents in accordance with the applicable
provisions of Rule 31a-2 of the 1940 Act. Such books, accounts and other
documents shall be made available upon reasonable request for inspection by
officers, employees and auditors of the Separate Account Trust and BACAP
Distributors during BNY's normal business hours. All records maintained and
preserved by BNY pursuant to this Agreement which the Separate Account Trust is
required to maintain and preserve in accordance with Rule 31a-2 of the 1940 Act
shall be and remain the property of the Separate Account Trust and shall be
surrendered to the Separate Account Trust promptly upon request in the form in
which such records have been maintained and preserved. Upon reasonable request
of the Separate Account Trust, BNY shall provide in data files or hard copy,
whichever the Separate Account Trust shall reasonably elect, any records
included in any such delivery which are maintained by BNY on a computer disc, or
are similarly maintained, and the Separate Account Trust shall reimburse BNY for
its expenses of providing such hard copy.
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4. Standard of Care; Indemnification.
(a) BNY shall at all times act in good faith and agrees to use its best
efforts to fulfill its obligations under this Agreement, but assumes no
responsibility for loss or damage to the Separate Account Trust unless such loss
or damages is caused by BNY's own negligence, bad faith or willful misconduct or
that of its directors, officers or employees. BNY shall be responsible hereunder
for all direct damages resulting from its own negligence, bad faith or willful
misconduct, provided however that it shall not be responsible for lost profits
or lost business arising under or in connection with this Agreement. It is
understood and agreed that for purposes of this Section 4(a), "direct damages"
shall include, but shall not be limited to, all legal costs, penalties,
reimbursement for excess distribution and redemption payments, repurchasing
costs for servicing agents and reimbursement to the Funds for net asset value
breaks (as calculated under the Pricing Procedures).
(b) The Separate Account Trust, on behalf of each Fund, will indemnify
BNY against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses of a
defense against any claim, demand, action or suit), relating to the particular
Fund and arising from any one or more of the following: (i) errors in records or
instructions, explanations, information, specifications or documentation of any
kind, as the case may be, supplied to BNY by any person described in Section 1
hereof or by any third party described in Section 5; (ii) action or inaction
taken or omitted to be taken by BNY pursuant to written or oral instructions
described in this Agreement (or otherwise without bad faith, negligence or
willful misconduct); (iii) any action taken or omitted to be taken by BNY in
good faith in accordance with the advice or opinion of counsel for a Fund, the
Separate Account Trust, BACAP Distributors (obtained in accordance with the
procedures set forth in this Agreement) or its own counsel; (iv) any improper
use by the Fund, the Separate Account Trust, BACAP Distributors or their
respective agents, of any valuations or computations supplied by BNY pursuant to
this Agreement; (v) the method of valuation of the securities and the method of
computing a Fund's net asset value or any other amount computed by BNY
hereunder, provided BNY has followed the Pricing Procedures; and (vi) any
valuation of securities, net asset value or other amount provided by a Fund or
BACAP Distributors. BNY will not confess any claim or settle or make any
compromise in any instance in which the Separate Account Trust will be asked to
provide indemnification, except with the Separate Account Trust's prior written
consent. Any amounts payable by the Separate Account Trust under this Section
4(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 investment
portfolio of the Separate Account Trust.
5. Fund Accounting Services.
(a) BNY, in performing the services required of it under the terms of
this Agreement, shall be entitled to rely fully on the accuracy and validity of
any and all instructions, explanations, information, specifications and
documentation furnished to it by a Fund and shall have no duty or obligation to
review the accuracy, validity or propriety of such instructions, explanations,
information, specifications or documentation, including, without limitation,
evaluations of securities; the amounts or formula for calculating the amounts
and times of accrual of Fund's liabilities and expenses; the amounts receivable
and the amounts payable on the sale or
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purchase of securities; and amounts receivable or amounts payable for the sale
or redemption of Fund shares effected by or on behalf of the Fund. In the event
BNY's computations hereunder rely, in whole or in part, upon information,
including, without limitation, bid, offer or market values of securities or
other assets, or accruals of interest or earnings thereon, from a pricing or
similar service utilized, or subscribed to, by BNY which BNY in its judgment
deems reliable, or any other third party pricing source designated by the
Separate Account Trust, BNY shall not be responsible for, under any duty to
inquire into, or deemed to make any assurances with respect to, the accuracy or
completeness of such information. BNY shall not be required to inquire into any
valuation of securities or other assets by the Fund or any third party described
in this Section, even though BNY in performing services similar to the services
provided pursuant to this Agreement for others may receive different valuations
of the same or different securities of the same issuers.
(b) Subject to the provisions of this Agreement and the direction and
approval of the Separate Account Trust's Board, BNY shall perform the
computations described in Schedule II at such times and dates and in the manner
specified or described in the then-current Prospectus(es) of a Fund. To the
extent valuation of securities or a computation specified or described in a
Fund's Pricing Procedures or then-current effective Prospectus is at any time
inconsistent with any applicable laws or regulations, the Separate Account Trust
or BACAP Distributors shall immediately so notify BNY in writing and thereafter
shall furnish BNY at all appropriate times with the values of such securities
and such Fund's net asset value or other amounts otherwise to be calculated by
BNY, or, subject to the prior approval of BNY, instruct BNY in writing to value
securities and make such computations in a manner which the Separate Account
Trust or BACAP Distributors then represents in writing to be consistent with all
applicable laws and regulations. The Separate Account Trust or BACAP
Distributors may also from time to time, subject to the prior approval of BNY,
instruct BNY in writing to make computations other than as specified in this
Section of this Agreement. By giving such instruction, the Separate Account
Trust or BACAP Distributors shall be deemed to have represented that such
instruction is consistent with all applicable laws and regulations and the
then-current effective Prospectus of the particular Fund. The Separate Account
Trust or BACAP Distributors shall have sole responsibility for determining the
method of valuation of securities and the method of computations, and all
computations, valuation of securities and the method of computing each Fund's
net asset value shall be subject to approval by the Separate Account Trust and
BACAP Distributors. BNY shall not be liable for relying on any price provided by
any pricing service believed by BNY to be reliable, and the Separate Account
Trust or BACAP Distributors shall furnish values when the same are not available
from a pricing service utilized by BNY, with such furnishing to constitute an
instruction to BNY to rely on the provided values.
(c) BNY shall be responsible for determining and properly reflecting in
the computations made by it made by it under this Agreement: (i) the taxable
nature of any distribution or amount received or deemed received by, or payable
to, a Fund; (ii) the taxable nature or effect on a Fund or its shareholders of
any corporate actions, class actions, tax reclaims, tax refunds, or similar
events; (iii) the taxable nature or taxable amount of any distribution or
dividend paid, payable or deemed paid, by a Fund to its shareholders; (iv) the
effect under any federal, state, or foreign income tax laws of a Fund making or
not making any distribution or dividend payment, or any election with respect
thereto; or (v) any tax accounting; provided,
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however, that if BNY is not certain of the taxable nature, amount or effect of
any such item, it may seek instructions regarding the proper treatment of such
item from the Separate Account Trust or BACAP Distributors in accordance with
the procedures set forth in Section 1(e), above, and shall have no liability for
acting in reliance on such instructions.
6. Termination of Agreement.
(a) This Agreement shall become effective as of the date first set
forth above and shall remain in full force and effect unless terminated pursuant
to the provisions of Section 6(b).
(b) This Agreement may be terminated at any time without payment of any
penalty, upon 60 days' written notice to BNY, by BACAP Distributors or by vote
of the Board of the Separate Account Trust, or upon 180 days' written notice to
BACAP Distributors and the Separate Account Trust, by BNY. Upon any such
termination, BNY will cooperate with and assist the Separate Account Trust,
BACAP Distributors, their agents and any successor administrator(s) or
sub-administrator(s) in the substitution/conversion process. In connection with
any termination of this Agreement, unless BNY is in breach of this Agreement,
the Funds and BACAP Distributors agree to pay BNY any compensation and
reimbursement for out-of-pocket expenses as may then be due and payable, as well
as agreed-upon out-of-pocket expenses incurred in connection with a termination.
If BNY is in breach of this Agreement, the Funds and BACAP Distributors may
offset any compensation or reimbursement amounts owed to BNY by the amount of
damages, costs and expenses incurred as a result of BNY's breach, including
costs, expenses and reasonable incremental fees for a period not to exceed one
year incurred in connection with a conversion by the Separate Account Trust and
BACAP Distributors to a successor service provider. In the event of a dispute as
to the amount of such damages, the Funds and BACAP Distributors agree to escrow
the set-off amount.
(c) Sections 4 and 8 shall survive this Agreement's termination.
7. Amendments. Except as expressly provided in the first paragraph of
Section 1, no provision of this Agreement may be amended or modified orally, but
only by an instrument in writing signed by the party against which enforcement
of the amendment or modification is sought.
8. Confidentiality. All books, records, information and data pertaining
to the business of the Separate Account Trust, or its prior, present or
potential shareholders that are exchanged or received in connection with the
performance of BNY's duties under this Agreement shall remain confidential and
shall not be disclosed to any other person, except as specifically authorized by
the Separate Account Trust or as may be required by law, and shall not be used
for any purpose other than performance of its responsibilities and duties
hereunder, and except that BNY retains the right to disclose matters subject to
confidentiality to its examiners, regulators, internal or external auditors, its
accountants, its internal and external counsel, and to any other entity whenever
it is advised by its internal or external counsel that it is reasonably likely
that BNY would be liable for a failure to do so. BNY will endeavor to provide
written notice to the Separate Account Trust and BACAP Distributors at least
five business days prior to any disclosures pursuant to this Section 8, but,
provided it shall have provided as much notice as
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is reasonably practicable under the circumstances, BNY shall have no liability
for any failure to do so.
9. Service to Other Companies. The Separate Account Trust and BACAP
Distributors acknowledge that BNY now provides, will continue to provide and may
in the future provide administrative or other services to other investment
companies or series of investment companies, and the Separate Account Trust and
BACAP Distributors have no objection to BNY so doing. The Separate Account Trust
and BACAP Distributors further acknowledge that the persons employed by BNY to
assist in the performance of BNY's 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 BNY or any affiliate of BNY to engage
in and devote time and attention to other businesses or to render services of
whatever kind or nature.
10. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflict of laws principles thereof.
Each Fund, the Separate Account Trust and BACAP Distributors hereby consent to
the jurisdiction of a state or federal court situated in New York City, New York
in connection with any dispute arising hereunder. To the extent that in any such
jurisdiction any of the aforementioned persons may now or hereafter be entitled
to claim, for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, each irrevocably agrees not
to claim, and it hereby waives, such immunity.
(b) In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
(c) Each and every right granted to BNY, the Separate Account Trust or
BACAP Distributors hereunder or under any other document delivered hereunder or
in connection herewith, or allowed it by law or equity, shall be cumulative and
may be exercised from time to time. No failure on the part of BNY, the Separate
Account Trust or BACAP Distributors to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by BNY, the Separate Account Trust or BACAP Distributors of any right preclude
any other or future exercise thereof or the exercise of any other right.
(d) BNY shall not be responsible for delays or errors that occur by
reason of circumstances beyond its reasonable control in the performance of its
duties under this Agreement, provided that reasonable back-up and disaster
recovery systems are in place, including, without limitation, labor
difficulties, mechanical breakdowns, computer breakdowns or malfunctions
(hardware or software), flood or catastrophe, acts of God, failures of
transportation, communication or power supply, or other similar circumstances.
Nor shall BNY be responsible for delays or failures to supply the information or
services specified in this Agreement where such delays or failures are caused by
the failure of any person(s) other than
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BNY to supply any instructions, explanations, information, specifications or
documentation deemed necessary by BNY in the performance of its duties under
this Agreement.
(e) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Separate Account Trust, BNY and/or BACAP
Distributors 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 Separate Account Trust:
Nations Separate Account Trust
One Bank of America Plaza
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Secretary
To BACAP Distributors:
BACAP Distributors, LLC
One Bank of America Plaza
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Secretary
To BNY:
The Bank of New York
00 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Grunston
(f) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement may not be assigned by BNY, nor may BNY delegate
responsibility for the performance of any of its duties hereunder, without the
written consent of the other parties hereto.
(g) 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.
(h) 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.
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(i) This Agreement constitutes the entire agreement between the parties
hereto with respect to the provision by BNY of sub-administrative services and
the receipt of fees therefor, and supersedes all prior arrangements or
understandings, written or oral, with respect to the provision by BNY of such
services and the receipt of fees therefor.
11
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.
THE BANK OF NEW YORK
By: /s/ Xxx Xxxxxx
----------------------------
Xxx Xxxxxx
Vice President
BACAP DISTRIBUTORS, LLC
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
Chief Operating Officer
NATIONS SEPARATE ACCOUNT TRUST
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx
President
12
SCHEDULE I
1. Nations Asset Allocation Portfolio
2. Nations High Yield Bond Portfolio
3. Nations International Value Portfolio
4. Nations Xxxxxxx Focused Equities Portfolio
5. Nations Xxxxxxx Growth Portfolio
6. Nations Xxxxxxx International Opportunities Portfolio
7. Nations Xxxxxxx 21st Century Portfolio
8. Nations MidCap Growth Portfolio
9. Nations Small Company Portfolio
10. Nations Value Portfolio
Approved: November 21, 2002
Last Amended: January 23, 2004
I-1
IN WITNESS WHEREOF, the parties hereto have caused this amended
Schedule I to be duly executed and delivered by their duly authorized officers
as of the 23rd of January, 2004.
THE BANK OF NEW YORK
By: /s/ Xxx Xxxxxx
-----------------------------------
Xxx Xxxxxx
Vice President
BACAP DISTRIBUTORS, LLC
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
Chief Operating Officer
Senior Vice President and Chief Financial
Officer
NATIONS SEPARATE ACCOUNT TRUST
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Secretary
I-2
SCHEDULE II
FUND ADMINISTRATION SERVICES
BNY shall perform the following sub-administrative services, in
addition to any other services agreed to from time to time:
- Monitor and document compliance by the Funds with their policies and
restrictions as delineated in their Prospectuses and Statements of
Additional Information, including any supplements or amendments thereto,
and with the rules and regulations under the 1940 Act utilizing Xxxxxxx
River Development's compliance monitoring system or by such other means as
the parties may agree. BACAP Distributors shall be responsible for
communicating such policies and restrictions, including any changes
thereto, to BNY by such means as the parties agree.
- Provide income attribution summary schedules necessary for year-end tax
reporting. Provide a gross up for foreign taxes on a per share basis and
the redesignation of income and capital gains on a per share basis.
- Prepare federal, state, excise and local income tax returns for the Funds
and file such returns upon the approval of the Funds' independent
accountants; monitor, report on and prepare periodic worksheet and tax
provision packages with respect to Sub-Chapter M qualifications; prepare
and file all Form 1099s with respect to the Funds' Trustees; monitor
compliance with Section 4982 of the Internal Revenue Code; calculate and
maintain records pertaining to original issue discount and premium
amortization as required; identify wash sales and all other book/tax
differences, and report results to the Funds' independent accountants and
Funds management; and such other duties relating to federal and/or state
tax compliance as the parties may agree. BNY shall be responsible for
providing all pertinent tax information to the Funds' independent
accountants.
- Prepare Return of Capital Statement of Position 93-2 adjustments.
- Support BACAP Distributors in its preparation of the schedules and provide
BACAP Distributors unaudited quarterly and semi-annual and audited annual
financial statements and schedules of Fund investments by providing,
without limitation, each Funds' schedule of investments and general ledger
in electronic format and/or hard copy, as required, and such other
information as may be necessary to complete such financial reports.
- Prepare statistical reports for outside information services (referenced in
Schedule V), and such other information services as the parties may agree,
including the ICI expense survey.
- Attend Fund shareholder and Board of Trustees meetings as requested by
BACAP Distributors, including making such presentations as are appropriate,
and, with respect to the Fund administration services described herein,
provide such periodic and special reports to the Separate Account Trust and
BACAP Distributors as the Separate Account Trust and BACAP Distributors
shall reasonably request.
II-1
FUND ACCOUNTING SERVICES
BNY shall provide all accounting and recordkeeping services necessary
and appropriate for the business of the Funds, including but not limited to
those set forth below.
Required Records; Ledgers and Journals
BNY shall keep current the following accounts and records relating to
the business of the Funds, in such form as is required by the 1940 Act and the
rules thereunder, and generally accepted accounting principles, to support all
filings under applicable federal and state tax laws and regulations and as may
be mutually agreed to among the Separate Account Trust, BACAP Distributors and
BNY, and shall make available to BACAP Distributors and/or the Separate Account
Trust upon request:
1. Cash Receipts Journal
2. Cash Disbursements Journal
3. Dividends Paid and Payable Schedule (book vs. tax basis)
4. Purchase and Sales Journals - Portfolio Securities
5. Realized/Unrealized Gain (Loss) Reports
6. Subscription and Redemption Journals
7. Security Ledgers - Transaction Report and Tax Lot Holdings Report
8. Broker Ledger - Commission Report
9. Daily Expense Accruals
10. Daily Interest Accruals
11. Daily Trial Balance
12. Portfolio Interest Receivable and Income Journal
13. Portfolio Dividend Receivable and Income Register
14. Listing of Portfolio Holdings - showing cost, market value and percentage
of portfolio comprised of each security
15. Aged Receivables (dividends, interest, tax reclaiming)
16. Portfolio Turnover Rate
17. Cash reconciliations
18. Position reconciliations
BNY will be responsible for maintaining, in accordance with Section 31
and the rules thereunder of the 1940 Act, all books and records so required and
generated in the course of performing their duties under this agreement.
Further, at a minimum, BNY shall maintain on-site the above referenced reports
as of each month end for the most recent fiscal year-ended and the current
fiscal year.
II-2
Daily Accounting Services
BNY shall perform the following services on each Business Day:
1. Calculate Net Asset Value (NAV), and Public Offering Price (POP) Per Share
Pursuant to SEC formulas:
- Update the valuation of security positions held by each Fund's
portfolio in accordance with the Fund's Pricing Procedures and any
other appropriate procedures established by the Board and BACAP
Distributors as BACAP Distributors shall provide BNY in writing
- When instructed by BACAP Distributors, enter manual prices supplied by
broker and link to pricing procedures
- Calculate each Fund's NAV/POP in accordance with the applicable Pricing
Procedures approved by the Separate Account Trust's Board of Trustees
and prepare NAV proof sheet. Review components of change in NAV for
reasonableness based on the tolerance levels as BACAP Distributors
shall direct BNY in writing
- Review variance reporting for price changes in individual securities
using variance levels established by Fund and report to Fund portfolio
managers and to BACAP Distributors
- Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement
- Communicate required pricing and yield information (NAV/POP), as
appropriate, to BACAP Distributors, the Funds' Transfer Agent and
Sub-Transfer Agent and, electronically, to NASDAQ and to such other
third parties as designated by the Funds with respect to its various
distribution channels. In addition, provide Fund share activity to
BACAP Distributors.
2. Dividend Rates/Yields/Dollar Weighted Average Maturity:
- Calculate, subject to the approval of BACAP Distributors, net
investment income available for distribution daily as appropriate
- Calculate daily dividend rate, and 1, 7, 30-day yields/SEC yields
- Calculate dollar weighted average maturity
3. Determine and Report Cash Availability:
- Receive daily cash and transaction statements from the Funds' Custodian
- Complete daily bank cash reconciliations (including documentation of
any reconciling items) and notify the Funds' Custodian
- Report investable cash to BACAP Distributors and Fund sub-advisers
4. Daily Expense Accruals:
- Accrue individual expenses on a daily basis based on Instructions
provided by BACAP Distributors, except for those instances where such
an adjustment would cause a full xxxxx break in NAV, in which case such
adjustment will be included in the calculation of NAV on the day
received
II-3
- If applicable, accrue daily amortization of organization expense as
instructed by BACAP Distributors
- If applicable, accrue daily Rule 12b-1 Plan expenses
- Adjust expense accruals as instructed by BACAP Distributors and provide
reports as requested by BACAP Distributors
5. Verify and Record All Daily Income Accruals for Debt Issues:
- Track income and provide year end tax schedules
- Review and verify all interest and amortization reports
- Periodic tie-out of receivables
- Ensure security masters denote proper interest and amortization methods
as per the fund set up sheets as instructed by BACAP Distributors
6. Monitor Securities:
- Review each funds portfolio holding and current days security trades
for dividend activity
- Interface with Funds' Custodian for timely collection and postings of
corporate actions, dividends and interest pre-payments
7. Enter All Security Trades:
- Review verification of trade and interest calculations
- Verify settlement through custodian statements
- Maintain security ledger transaction reporting
- Maintain tax lot holdings
- Determine realized gains or losses on security trades
- Provide broker commission information
8. Enter All Fund Share Transactions:
- Periodically reconcile dividend payable amounts with the Funds'
Transfer Agent
- Process activity identified on transfer agent reports
- Verify settlement through custodian statements
- Reconcile to transfer agency report balances
- Process and track capital stock gain/loss activity
9. Prepare Daily Trial Balance:
- Post manual entries to general ledger
- Post custodian bank activity
- Require automated settled transactions between custody and activity
records (prepare, clear and post)
- Post shareholder and security transactions
- Post and verify income and expense accruals and resolve differences
II-4
- Prepare general ledger
- Post corporate action activity
10. Review and Reconcile Custodian Statements:
- Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. when requested
- Post all cash settlement activity to trial balance
- Reconcile to ending cash balance accounts
- Report to BACAP Distributors the status of past due items and failed
trades with the custodian
- Reconcile cash exception Income items, tax reclaims and past due income
items with custody area
11. Preparation of Accounting Reports:
- Price Variance Report
- Trial Balance
- Portfolio Valuation
- NAV Calculation Report
- Cash Availability
- Change in NAV
- Non-standard entries
- Stale Price Report
- Other such reports as may be reasonably be requested by BACAP
Distributors
Monthly/Quarterly Services
BNY shall provide the following services on a monthly or quarterly
basis, within such timeframe as may be mutually agreed upon by BNY, the Separate
Account Trust and BACAP Distributors:
1. Submission of Monthly Accounting Reports as mutually agreed upon
2. Reconcile Asset Listing to Custodian Asset Listing
3. Provide Monthly Analysis and Reconciliation of Trial Balance Accounts
4. Prepare Documentation Supporting the Preparation of:
- SEC yield reporting
- Income by state reporting
- Standard Industry Code Valuation Report (please provide BACAP
Distributors' industry code classifications/is there a standard for all
funds)
- Alternative Minimum Tax Income segregation schedule
II-5
5. Provide Upon Request Broker Commission and Net Trade Reports
Annual (and Semi-Annual) Accounting Services
BNY shall provide the following services on an annual and semi-annual
basis:
1. Supply auditors InvestOne reports supporting securities and shareholder
transactions, income and expense accruals, etc. during the year in accordance
with standard audit assistance requirements
2. Provide BACAP Distributors with information to assist BACAP Distributors in
the preparation of NSAR filings
Other Core Services
BNY shall provide the following services:
- Accrete discounts and amortize premiums to put and call events as
directed by BACAP Distributors and in a manner acceptable under
generally accepted accounting principles
- Process principal repayments on mortgage backed securities
- Update variable securities with current rates
- Process corporate action events through a primary vender feed, and
monitor results via Reuters, Bloomberg, or other available sources as
the parties may agree
- Perform automated portfolio pricing with a second vendor as requested
by BACAP Distributors
- Produce documents and respond to inquiries during account and SEC
examinations
Money Market Funds: Prepare daily xxxx to market reports and analysis
in compliance with Rule 2a-7 including:
- Calculating the daily portfolio weighted average maturity
- Report portfolio diversification based on trade/security information
provided by BACAP Distributors by:
Country, State, Tier, Liquidity, Asset Backed Securities, Industry,
Letter of Credit
- Listing percentage of portfolio maturing in specified intervals (i.e.,
number of days)
- Providing issuer and guarantor diversification exception reporting
II-6
International Funds: BNY shall provide the following services:
- Report in base and local currency
- Processing of tax liability on foreign income subject to approval of
BACAP Distributors
- Daily variance analysis performed on FX rates for security position
held
- Produce automated bifurcation reporting in compliance with IRC Section
988
- Xxxx to market security receivables and payables on a daily basis
- Determine portfolio exposure by country and currency
In addition to the above, BNY will provide additional support as agreed
upon from time to time (i.e., financial statement production).
II-7
SCHEDULE III
SERVICE LEVEL PERFORMANCE STANDARDS
SERVICE STANDARD
1. Daily Cash Availability - 100% accuracy and delivery by 9:00 a.m.
EST for Money Market Funds and 9:30
a.m. EST for all others
- Compensation for uninvested cash at
Nations Cash Reserves' mill rate
2. Calculation of daily NAVs - 100% accuracy by 5:00 p.m. EST
including pricing, expense accruals,
cash activity, manual entries, S/H
activity. Delivery by 5:45 p.m. EST
3. Review of daily NAVs - 100% review by 5:30 p.m. EST
- Review of NAV components for
reasonableness including analysis of
the change in the NAV and the change
in mill rates.
- Review of price variance report
- Review of manual proof
4. NASDAQ Reporting - 100% accuracy and communication by 5:45
p.m. EST
5. Daily Pricing and Rate Report - 100% accuracy in nightly transmission
(DPRR) of DPRRs
- Money Market Funds-5:30 p.m. EST
- All other funds- 6:00 p.m. EST
6. FundStation Report (SubM) - 100% accuracy and nightly transmission
by 7:00 p.m. EST
7. Processing of trade tickets - 100% accuracy and processed by T+1 if
received by the following cut-off
times:
- All Funds (except International)
- 10:00 am (T+1)
- International - 12:00 p.m. (T+1)
- Same day settlements - 1:30 p.m.
III-1
SERVICE STANDARD
8. Problem Resolution (general) - NAV impact analysis within 1 day
- Clear and timely communication of 100%
of issues
- Ongoing Tracking
9. Cash reconciliations - Performed daily and sent daily to BACAP
Distributors (Money Market Funds) and
sent weekly to BACAP Distributors (all
other funds)
- Issues communicated to BACAP
Distributors same day
- Outstanding items addressed within 1
business day
10. Position Reconciliations - Performed daily and sent weekly to
BACAP Distributors
- Issues communicated to BACAP
Distributors same day
- Open issues addressed within 2 business
days
11. Tax reporting
- Federal, state, tax - Tax provision package prepared within
returns time parameters as set by BACAP
Distributors/Independent tax personnel
- Tax provision packages (PWC)
including Sub-M and excise
tax amounts/distributions - Estimates of tax requirements prepared
as required by BACAP Distributors for
- Identification of all proper tax planning
book/tax differences
- Capital gain estimate
preparations
12. Statistical Reports - Filed within the time parameters as set
forth by each statistical service
13. Expense accruals/payments - Payments made on the business day
written instructions from an authorized
signator received
- Expense accruals made with 100%
accuracy based upon written
instructions
III-2
SERVICE STANDARD
from BACAP Distributors
14. Management Reports - Provided to BACAP Distributors within
10 business days of month end
15. Year end tax reports - Provided to BACAP Distributors within
the time frame agreed to
16. Annual/Semi-Annual Reports - Provide Trial Balance within 5 business
days after annual/semi-annual period
- Provide additional financial statement
support as agreed to
17. Daily Reports - To be provided on the following day
- Provide detailed portfolio valuation
- Trial Balance
18. Daily Cash Sweep - 100% accuracy and communication by 2:00
p.m. EST
- Nations Cash Reserves
- AIM
- Nuveen
19. Post Dividends / Corporate - 100% accuracy and posted on effective
Actions date
20. Monthly Reconciliations - Complete reconciliations within 10
business days
21. Reporting to Sub-Advisors - Provide nightly and other periodic
reporting to Nations Funds Sub-Advisors
22. Compliance - Provide compliance reports as requested
by BACAP Distributors
III-3
SCHEDULE IV
(ATTACHED)
IV-1
PORTFOLIO PRICING, FUND ACCOUNTING
AND SUB-FUND ADMINISTRATION FEE SCHEDULE
FOR NATIONSBANC MANAGED PORTFOLIOS
EFFECTIVE 12/1/98
MONEY MARKET FUNDS
1 1/4 basis point per annum on the first $3 billion of each portfolio's
average net assets;
1 basis point on the next $3 billion;
1/2 of one basis point on the next $4 billion;
1/4 of one basis point on the excess.
DOMESTIC EQUITY
6 basis points per annum on the first $1 billion of each portfolio's
average net assets;
4 basis points on the next $500 million;
2 basis points on the next $500 million;
1 basis point on the excess.
DOMESTIC FIXED INCOME
5 basis points per annum on the first $1 billion of each portfolio's
average net assets.
3 basis points on the next $500 million.
1 1/2 basis point on the next $500 million.
1/2 of one basis point on the excess.
INTERNATIONAL FUNDS
7 basis points per annum on the first $1 billion of each portfolio's
average net assets;
5 basis points on the next $500 million;
3 basis points on the next $500 million;
1 basis point on the excess.
IV-2
PORTFOLIO PRICING, FUND ACCOUNTING
AND SUB-FUND ADMINISTRATION FEE SCHEDULE
FOR NATIONSBANC MANAGED PORTFOLIOS
EFFECTIVE 12/1/98
MULTIPLE CLASS CHARGES
$500 per month, per portfolio, for each additional class in excess of nine (9)
classes.
SYSTEM DEVELOPMENT/USAGE/SPECTRA REPORT WRITER
There will be no charges for developing systems interfaces with the Bank or for
on-going usage of any Bank systems related to fund accounting or administration
services.
ACCOUNTING OUT-OF-POCKET EXPENSES
The cost of prices for securities exclusively held by Nations obtained from
third party pricing vendors will be in addition to the above fees.
ADMINISTRATION OUT-OF-POCKET EXPENSES
These expenses are billed as they are incurred at cost. Out-of-pocket expenses
traditionally include, but are not limited to, cost associated with attendance
at Board Presentations, printing of shareholders reports, express mail charges,
etc.
BILLING CYCLE
The above fees will be billed on a monthly basis.
BACAP DISTRIBUTORS, LLC The Bank of New York
Approved by: Approved by: /s/ Xxx Xxxxxx
---------------------
Name: Name: Xxx Xxxxxx
Title: Title: Vice President
Date: Date: May 7, 1999
IV-3
NATIONSBANC MANAGED PORTFOLIOS
FUND ACCOUNTING AND SUB ADMINISTRATION FEE SCHEDULE
WHEN AGGREGATE ASSETS EXCEED $100 BILLION
FUND TYPE BASIS POINTS
--------- ------------
MONEY MARKET
First $2 billion 0.000100
Next $1 billion 0.000075
On excess (>$3.0 billion) 0.000025
DOMESTIC EQUITY
First $500 million 0.000550
Next $500 million 0.000450
Next $500 million 0.000250
Next $500 million 0.000150
On excess (>$2.0 billion) 0.000050
DOMESTIC FIXED INCOME
First $500 million 0.000450
Next $500 million 0.000350
Next $250 million 0.000225
Next $250 million 0.000100
On excess (>$1.5 billion) 0.000050
International
First $500 million 0.00060
Next $500 million 0.00050
Next $250 million 0.00040
Next $250 million 0.00030
On excess (>$1.5 billion) 0.00005
IV-4
PORTFOLIO PRICING, FUND ACCOUNTING
AND SUB-FUND ADMINISTRATION FEE SCHEDULE
FOR
NATIONSBANC MANAGED PORTFOLIOS
(MULTI MANAGERS)
MULTI-MANAGERS
$22,000 per annum for each multi-manager going to a single feeder. These fees
will be in addition to the following fee schedule now in effect.
For each new multi-manager account with assets less than $20 million, we will
waive our fees for the first three months.
MONEY MARKET FUNDS
1 1/4 basis point per annum on the first $3 billion of each portfolio's
average net assets;
1 basis point on the next $3 billion;
1/2 of one basis point on the next $4 billion;
1/4 of one basis point on the excess.
DOMESTIC EQUITY
6 basis points per annum on the first $1 billion of each portfolio's
average net assets;
4 basis points on the next $500 million;
2 basis points on the next $500 million;
1 basis point on the excess.
DOMESTIC FIXED INCOME
5 basis points per annum on the first $1 billion of each portfolio's
average net assets.
3 basis points on the next $500 million.
1 1/2 basis point on the next $500 million.
1/2 of one basis point on the excess.
INTERNATIONAL FUNDS
7 basis points per annum on the first $1 billion of each portfolio's
average net assets;
5 basis points on the next $500 million;
3 basis points on the next $500 million;
1 basis point on the excess.
IV-5
PORTFOLIO PRICING, FUND ACCOUNTING
AND SUB-FUND ADMINISTRATION FEE SCHEDULE
FOR
NATIONSBANC MANAGED PORTFOLIOS
(MULTI MANAGERS)
MULTIPLE CLASS CHARGES
$500 per month, per portfolio, for each additional class in excess of nine (9)
classes.
SYSTEM DEVELOPMENT/USAGE/SPECTRA REPORT WRITER
There will be no charges for developing systems interfaces with the Bank or for
on-going usage of any Bank systems related to fund accounting or administration
services.
ACCOUNTING OUT-OF-POCKET EXPENSEs
The cost of prices for securities exclusively held by Nations obtained from
third party pricing vendors will be in addition to the above fees.
ADMINISTRATION OUT-OF-POCKET EXPENSES
These expenses are billed as they are incurred at cost. Out-of-pocket expenses
traditionally include, but are not limited to, cost associated with attendance
at Board Presentations, printing shareholders reports, express mail charges,
etc.
BILLING CYCLE
The above fees will be billed on a monthly basis.
BACAP Distributors, LLC The Bank of New York
Approved by: Approved by: /s/ Xxx Xxxxxx
-------------------
Name: Name: Xxx Xxxxxx
Title: Title: Vice President
Date: Date: May 7, 1999
IV-6
SCHEDULE V
All Database Companies Quarterly List
AMG Data Services Lipper
Xxxxxx'x Morningstar
Bloomberg CDA Wiesenberger
CDA Wiesenberger Investment Company Institute
Commerce Clearing House (CCH) S&P Micropal
Forbes Institute for Economic Research
Institute for Economic Research Value Line
Interactive Data Services Media General Financial Services
Investment Company Institute LCG Associates
LCG Associates Closed End Fund Digest (Closed End Only)
Lipper Lipper - International (Closed End Only)
Media General
Xxxxx'x Investors Service
Morningstar
S&P Micropal
Strategic Insights
Value Line
V-1
VI-1
