EX-99.B9(b)
CO-ADMINISTRATION AGREEMENT
THIS CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of September
1, 1993 by and between THE BOSTON COMPANY ADVISORS, INC., a Massachusetts
corporation ("Boston Advisors"), and NATIONS FUND TRUST, a Massachusetts
business trust, (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"):
and
WHEREAS, the Trust desires to retain Boston Advisors to render certain
fund accounting and related administrative services for the Trust's investment
portfolios listed on Schedule I (individually, a "Fund" and collectively, the
"Funds") to provide administrative services, and Boston Advisors is willing to
render such services; and
WHEREAS, the Trust is retaining pursuant to a separate Administration
Agreement, Xxxxxxxx Inc. ("Xxxxxxxx") to provide certain other administration
services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual convenants
herein contained, it is agreed between the parties hereto as follows
1. Appointment. The Trust hereby appoints Boston Advisors to act as
Co-Administrator of the Funds, and Boston Advisors hereby accepts such
appointment and agrees to render such services and duties set forth in Paragraph
3 for the compensation and on the terms herein provided. Absent written
notification to the contrary by either the Trust or Boston Advisors, each new
investment portfolio established in the future by the Trust shall automatically
become a "Fund" for all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. The Trust has furnished Boston Advisors with
copies properly certified or authenticated of each of the following:
(a) The 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. 2-97817 and 811-4305), as
filed with the Securities and Exchange Commission (the "SEC") on July 30, 1993
relating to the Funds' units or shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
The Trust will furnish Boston Advisors from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide Boston Advisors with any other
documents that Boston Advisors may reasonably request and will notify Boston
Advisors as soon as possible of any matter materially affecting Boston Advisors'
performance of its services under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction of
the Board of Trustees of the Trust, Boston Advisors, as Co-Administrator, will
assist in supervising various aspects of the Trust's administrative operations
and undertakes to perform the following specific services, from and after the
effective date of this Agreement:
(a) Providing accounting and bookkeeping services (including the
maintenance for the periods prescribed by Rule 31a-2 under the 1940 Act of such
accounts, books and records of the Trust as may be required by Section 31 (a) of
the 1940 Act and the rules thereunder). Boston Advisors further agrees that all
such records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request;
(b) Providing the services of certain persons who may be appointed as
Treasurer or Assistant Treasurer of the Trust by the Trust's Board of Trustees;
(c) Valuing each Fund's assets and calculating the net asset value and the
net income of the shares of each Fund in accordance with the Trust's current
Prospectus(es) and resolutions of the Trust's Board of Trustees, provided, that
in performing such services, Boston Advisors shall obtain security market quotes
from independent pricing services, or if such quotes are unavailable, obtain
such prices from the Adviser;
(d) Accumulating information for reports to the Trust's shareholders of
record and the SEC including, but not necessarily limited to, Annual Reports and
Semi-Annual Reports to Shareholders and on Form NSAR and Notices pursuant to
Rule 24f-2 under the 1940 Act;
(e) Preparing and filing on a timely basis the Trust's tax returns and
other tax filings;
(f) On the basis of information provided by the Trust's investment adviser
to Boston Advisors, performing monthly compliance testing with regard to the
items specified on Annex A, attached hereto and incorporated herein;
(g) Preparing and furnishing the Trust with monthly broker security
transactions summaries and monthly security transaction listings and (at the
Trust's request) with performance information (including yield and total return
information) calculated in accordance with applicable U.S. securities laws and
reporting to external databases such information as may reasonably be requested:
and
(h) Assisting the Trust and its agents in their accumulation and
preparation of materials for Board of Trustees meetings and for regulatory
examinations and inspections of the Trust however only to the extent such
materials relate to the services being performed for the Trust by Boston
Advisors.
In performing all services under this Agreement, Boston Advisors shall (a)
act in conformity with the Trust's Declaration of Trust and Code of Regulation;
the 1940 Act, the Investment Advisers Act of 1940 and other applicable laws, as
the same may be amended from time to time; and the Trust's Registration
Statement, as such Registration Statement may be amended from time to time, (b)
consult and coordinate with legal counsel for the Trust, as necessary and
appropriate, and (c) advise and report to the Trust and its legal counsel, as
necessary or appropriate, with respect to any compliance or other matters that
come to its attention.
In connection with its duties under this Xxxxxxxxx 0, Xxxxxx Advisors may,
at its own expense, enter into sub co-administration agreements with other
service providers, provided that each such service provider agrees with Boston
Advisors to comply with all relevant provisions of the 1940 Act and applicable
rules and regulations thereunder. Boston Advisors will provide the Trust with a
copy of each sub co-administration agreement it executes relating to the Trust.
Boston Advisors will be liable for acts or omissions of any such sub
co-administrators under the standards of care provided herein under Paragraph 5.
In performing its services under this Agreement, Boston Advisors shall
cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for Xxxxxxxx
to perform its responsibilities to the Trust
4. Compensation. Boston Advisors shall bear all expenses in connection
with the performance of its services under this Agreement, except those
enumerated in 4(b) below.
(a) Boston Advisors will from time to time employ or associate with itself
such person or persons as Boston Advisors may believe to be particularly suited
to assist it in performing services under this Agreement. Such person or persons
may be officers and employees who are employed by both Boston Advisors and the
Trust. The compensation of such person or persons shall be paid by Boston
Advisors and no obligation shall be incurred on behalf of the Trust in such
respect.
(b) Boston Advisors shall not be required to pay any of the following
expenses incurred by the Trust: investment advisory expenses; costs of printing
and mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage fees and commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Trustees of the Trust
who are not affiliated with Boston Advisors; outside auditing expenses; outside
legal expenses; fees of independent pricing services utilized by Boston Advisors
to value each Fund's assets; or other expenses not specified in this Section 4
which may be properly payable by the Trust and which are approved by the Trust's
President or Treasurer.
(c) For the services to be rendered, and expenses assumed by (i) Boston
Advisors under this Agreement and its Agreement with Nations Fund, Inc., and
(ii) Xxxxxxxx under the Administration Agreements, with the Trust and with
Nations Fund, Inc., the Trust will pay to Xxxxxxxx, for its services and as
agent for Boston Advisors, a monthly fee in accordance with the terms set forth
in the Fee Letter Agreement dated as of September 1, 1993 among the Trust,
Nations Fund, Inc., Boston Advisors and Xxxxxxxx as the same may be amended from
time to time (the "Fee Letter Agreement") provided, however, that any amendments
to the Fee Letter Agreement shall be presented for approval or ratification by
the Trustees at the next regularly scheduled Board meeting.
(d) The Trust will compensate Boston Advisors for its services rendered
pursuant to this Agreement in accordance with the fees set forth above. Such
fees do not include out-of-pocket disbursements by Boston Advisors for services
that are not specifically identified in Paragraph 3 above. Such out-of-pocket
disbursements may include, but are not limited to, costs associated with postage
(including overnight services), telephone, telecommunications (including
facsimiles), duplicating, pricing services and forms of supplies. Boston
Advisors shall not be obligated to incur any out-of-pocket disbursements for
services that are not specifically identified in Paragraph 3 above, unless
reasonably satisfactory arrangements for the payment of such expenses are agreed
to by the Company and Boston Advisors, prior to such expenses being incurred.
5. Limitation of Liability: Indemnification.
(a) Boston Advisors shall not be liable for any error of judgment or,
mistake of law or for any loss suffered by the Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from Boston Advisors' willful misfeasance, bad faith or gross
negligence in the performance of such obligations and duties, or by reason of
its reckless disregard thereof. Any person, even though also an officer,
Trustee, partner, employee or agent of Boston Advisors, shall be deemed, when
rendering services to the Trust or acting on any business of the Trust (other
than services or business in connection with Boston Advisors' duties as
Co-Administrator hereunder), to be acting solely for the Trust and not as an
officer, Trustee, partner, employee or agent or one under the control or
discretion of Boston Advisors even though paid by it.
(b) The Trust, on behalf of each Fund, will indemnify Boston Advisors
against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any claim,demand, action or suit relating to the particular Fund
and not resulting from the willful misfeasance, bad faith or gross negligence of
Boston Advisors in the performance of such obligations and duties or by reason
of its reckless disregard thereof. Boston Advisors will not confess any claim or
settle or make any compromise in any instance in which the Trust will be asked
to provide indemnification, except with the Trust's prior written consent. Any
amounts payable by the Trust under this Section 5(b) shall be satisfied only
against the assets of the Fund involved in the claim, demand, action or suit and
not against the assets of any other investment portfolio of the Trust.
6. Termination of Agreement.
(a) This Agreement shall become effective September 1, 1993 and shall remain in
full force and effect unless terminated pursuant to the provisions of subsection
(b) of this Section 6.
(b) This Agreement may be terminated at any time without payment of any
penalty, upon 60 days' written notice, by vote of the holders of a majority of
the Board of Trustees of the Trust or by Boston Advisors. Boston Advisors will
cooperate with and assist the Trust, its agents and any successor administrator
or administrators in the substitution/conversion process.
(c) Section 8 shall survive this Agreement's termination.
7. Amendments. No provision of this Agreement may be changed, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the charge, discharge or termination is sought.
8. Confidentiality. All books, records, information and data pertaining to
the business of the Trust, its prior, present or potential shareholders and the
Adviser's customers that are exchanged or received pursuant to the performance
of Boston Advisors' duties under this Agreement shall remain confidential and
shall not be disclosed to any other person, except as specifically authorized by
the 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.
9. Service to Other Companies or Accounts.
The Trust acknowledges that Boston Advisors now acts, will continue to act
and may act in the future as investment adviser to fiduciary and other managed
accounts, and as investment adviser, sub-investment adviser and/or administrator
to other investment companies or series of investment companies, and the Trust
has no objection to Boston Advisors' so acting. The Trust further acknowledges
that the persons employed by Boston Advisors to assist in the performance of
Boston Advisors' 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 Boston Advisors or any affiliate of Boston Advisors to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
10. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or Boston Advisors 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 Trust:
Nations Fund Trust
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
To Boston Advisors:
The Boston Company Advisors, Inc.
One Exchange Place, 025-004B
Xxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement and the Fee Letter Agreement constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
(g) The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
Officers, representatives or agents are made not individually but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with a Fund's Shares of the Trust must look solely to the Trust Property
belonging to such Fund's Shares for the enforcement of any claims against the
Trust.
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 BOSTON COMPANY ADVISORS, INC.
By: /s/ Xxxxx X. Gallary
---------------------
Name: Xxxxx X. Gallary
Title: President of The Boston Company Advisors, Inc.
NATIONS FUND TRUST
By: /s/ A. Xxx Xxxxxx
---------------------
Name: A. Xxx Xxxxxx
Title: President and Chairman of the
Board
ANNEX A
Boston Advisors shall perform the following compliance tests on a monthly
basis (based only on information received from the Trust's investment adviser,
the accuracy of which will not be independently verified by Boston Advisors):
1. The following tests derived from Sub-Chapter M of the Internal Revenue
Code of 1986, as amended:
(a) 90% gross income test;
(b) 30% short-three test; and
(c) asset diversification test.
2. The following tests derived from the Investment Company Act of 1 940,
as amended:
(a) Asset diversification tests for both money market funds and non-money
market funds.
SCHEDULE I
Nations Government Money Market Fund
Nations Tax Exempt Fund
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Equity Index Fund
Nations Balanced Assets Fund
Nations Short-intermediate Government Fund
Nations Managed Bond Fund
Nations Short-Term Income Fund
Nations Short-Term Municipal Income Fund
Nations Diversified Income Fund
Nations Strategic Fixed Income Fund
Nations Adjustable Rate Government Fund
Nations Mortgage-Backed Securities Fund
Nations Municipal Income Fund
Nations Intermediate Municipal Bond Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
