SUB-ADVISORY CONTRACT
XXXXX FARGO BANK, N.A.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
January 1, 1996
Barclays Global Fund Advisors
00 Xxxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement by and among Xxxxx Fargo Bank, N.A. (the
"Adviser"), Life & Annuity Trust (the "Trust"), on behalf of each Fund listed on
attached Appendix I (each, a "Fund" and collectively, the "Funds"), and Barclays
Global Fund Advisors (the "Sub-Adviser") as follows:
1. The Trust is a registered open-end management investment company
currently consisting of a number of investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios.
The Trust proposes to engage in the business of investing and reinvesting the
assets of the Funds in the manner and in accordance with the investment
objective and restrictions specified in the Trust's Registration Statement, as
amended from time to time (the "Registration Statement"), filed by the Trust
under the Investment Company Act of 1940 (the "Act") and the Securities Act of
1933. Copies of the Registration Statement have been furnished to the Adviser.
Any amendments to the Registration Statement shall be furnished to the Adviser
promptly.
2. The Trust has engaged the Adviser to manage the investing and
reinvesting of the assets of the Funds and to provide the advisory services
specified in the Advisory Contract between the Trust and the Adviser, dated as
of the date hereof, subject to the overall supervision of the Board of Trustees
of the Trust. Pursuant to Administration and Co-Administration Agreements
between the Trust, on behalf of the Funds, and the Administrator and Co-
Administrator (the "Administrators"), the Trust has engaged the Administrators
to provide the administration services specified therein.
3. (a) The Adviser hereby employs the Sub-Adviser to perform for the
Funds certain sub-advisory services and the Sub-Adviser hereby accepts such
employment. The Adviser shall retain the authority to establish and modify,
from time to time, the investment strategies and approaches to be followed by
the Sub-Adviser, subject, in all respects, to the supervision and direction of
the Trust's Board of Trustees and subject to compliance with the investment
objectives, policies and restrictions set forth in the Registration Statement.
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(b) Subject to the overall supervision and control of the Adviser and
the Trust, the Sub-Adviser shall be responsible for investing and reinvesting
the Funds' assets in a manner consistent with the investment strategies and
approaches referenced in subparagraph (a), above. In this regard, the Sub-
Adviser shall be responsible for implementing and monitoring the performance of
the investment model employed with respect to a Fund, in accordance with the
investment objective, policies and restrictions set forth in the Registration
Statement, the Act, and the provisions of the Internal Revenue Code of 1986
relating to investment companies, and shall furnish to the Adviser periodic
reports on the investment activity and performance of the Funds. The Sub-
Adviser shall also furnish such additional reports and information as the
Adviser and the Trust's Board of Trustees and officers shall reasonably request.
(c) The Sub-Adviser shall, at its expense, employ or associate with
itself such persons as the Sub-Adviser believes appropriate to assist it in
performing its obligations under this contract.
4. The Adviser shall be responsible for fees paid to the Sub-Adviser for
its services hereunder. The Sub-Adviser agrees that it shall have no claim
against the Trust or the Funds respecting compensation under this contract. In
consideration of the services to be rendered by the Sub-Adviser under this
contract, the Adviser shall pay the Sub-Adviser monthly fees at the rates
specified on Appendix I hereto. If the fee payable to the Sub-Adviser pursuant
to this Paragraph 4 begins to accrue on a day after the first day of any month
or if this contract terminates before the end of any month, the fee for the
period from the effective date to the end of the month, or from the beginning of
that month to the termination date, shall be prorated according to the
proportion that such period bears to the full month in which the effectiveness
or termination occurs. For purposes of calculating the monthly fee, the value
of a Fund's net assets shall be computed in the manner specified in the
Registration Statement and the Trust's Declaration of Trust for the computation
of the value of such Fund's net assets in connection with the determination of
the net asset value of Fund shares.
5. The Sub-Adviser shall give the Trust the benefit of the Sub-Adviser's
best judgment and efforts in rendering services under this contract. As
consideration and as an inducement to the Sub-Adviser's undertaking to render
these services, the Trust and the Adviser agree that the Sub-Adviser shall not
be liable under this contract for any mistake in judgment or in any other event
whatsoever except for lack of good faith, provided that nothing in this contract
shall be deemed to protect or purport to protect the Sub-Adviser against any
liability to the Adviser, the Trust or the holders of interests of the Funds to
which the Sub-Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the Sub-
Adviser's duties under this contract or by reason of reckless disregard of its
obligations and duties hereunder.
6. This contract shall become effective as of its execution date and
shall thereafter continue in effect, provided that this contract shall continue
in effect for a period of more than two years from the date hereof only so long
as the continuance is specifically approved at least annually (a) by the vote of
a majority of a Fund's outstanding voting securities (as defined in the Act) or
by the Trust's Board of Trustees and (b) by the vote, cast in person at a
meeting called for
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the purpose of continuing this Sub-Advisory Contract, of a majority of the
Trust's Trustees who are not parties to this contract or "interested persons"
(as defined in the Act) of any such party. This contract may be terminated at
any time by the Trust, without the payment of any penalty, by a vote of a
majority of such Fund's outstanding voting securities (as defined in the Act) or
by a vote of a majority of the Trust's entire Board of Trustees on 60 days'
written notice to the Sub-Adviser, or by the Sub-Adviser on 60 days' written
notice to the Trust. This contract shall terminate automatically in the event of
its assignment (as defined in the Act).
7. Except to the extent necessary to perform the Sub-Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or
any employee of the Sub-Adviser, 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.
8. The Trust shall own and control all records generated on behalf of
the Trust as a result of services provided under this contract. In addition,
the Trust shall have the right to inspect, audit, and/or copy all records
pertaining to the performance of services under this contract.
9. This contract shall be governed by and construed in accordance with
the laws of the State of California.
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If the foregoing correctly sets forth the agreement by and among the
Adviser, the Trust and the Sub-Adviser, please so indicate by signing and
returning to the Trust the enclosed copy hereof.
Very truly yours,
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Vice President
AGREED to as of the date set forth above
and as amended on October 30, 1997and
January 29, 1998:
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Principal
ACCEPTED as of the date set forth above
and as amended on October 30, 1997and
January 29, 1998:
LIFE & ANNUITY TRUST
on behalf of each Fund listed on
attached Appendix I
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Xxxxxxx X. Xxxxx, Xx.
Chief Operating Officer
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APPENDIX I
Sub-advisory fees shall be paid monthly on the first business day of each
month, at the annual rates specified below of each Fund's average daily value
(as determined on each day that such value is determined for the Fund at the
time set forth in the Prospectus for determining net asset value per share)
during the preceding month.
Fund Investment Advisory Fee
---- -----------------------
Asset Allocation Fund 0.15% of first $900 million
0.10% over $900 million
U.S. Government Allocation Fund 0.05% of first $75 million
0.04% of next $75 million
0.03% over $150 million
Approved as amended: October 30, 1997
Approved as amended: January 29, 1998
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