EXHIBIT 99.B9(c)
SUB-ADMINISTRATION AGREEMENT
NATIONS ANNUITY TRUST
This SUB-ADMINISTRATION AGREEMENT (the "Agreement") is
made as of February __, 1998 by and between XXXXXXXX INC. ("Xxxxxxxx")
and NationsBanc Advisors, Inc. ("NBAI").
WHEREAS, Xxxxxxxx serves as the administrator of Nations
Annuity Trust (the "Trust") pursuant to a separate Administration
Agreement;
WHEREAS, the Trust has retained, pursuant to a
Co-Administration Agreement, First Data Investors Services Group, Inc.
("First Data") to perform certain administrative services for the Trust;
and
WHEREAS, Xxxxxxxx desires to retain NBAI to render certain
sub-administrative services to Xxxxxxxx, as administrator of the Trust,
and NBAI is willing to render such services.
WITNESSETH:
NOW, THEREFORE, in consideration of the promises and
mutual covenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment. Xxxxxxxx hereby appoints NBAI to act as
sub-administrator of the Trust and NBAI hereby accepts such appointment
and agrees to render such services and duties set forth in Paragraph 2,
for the compensation and on the terms herein provided. Absent written
notification to the contrary by either Xxxxxxxx or NBAI, each new
investment portfolio established in the future by the Trust shall
automatically be covered by this Agreement.
2. Duties as sub-administrator. Subject to the supervision
and direction of Xxxxxxxx, NBAI, as sub-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) coordinating the preparation and printing of
prospectuses and prospectus supplements;
(b) coordinating the solicitation of shareholder
proxies, including the mailing of proxy materials and the hiring of
proxy solicitors;
(c) coordinating the holding of shareholder
meetings;
(d) coordinating the holding of Board of
Trustees meetings;
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(e) monitoring, on a daily basis, the compliance
of each investment portfolio of the Trust with its investment objective,
policies, restrictions, tax matters and applicable laws and regulations;
(f) coordinating the mailing of reports and
other correspondence to shareholders of record of the Trust;
(g) maintaining a secondary facility for the
retention of records required to be kept by the Trust;
(h) maintaining a compliance manual, and
overseeing compliance with, all compliance procedures adopted by the
Trust;
(i) coordinating the preparation and printing of
reports to shareholders of the Portfolios and the Securities and
Exchange Commission (the "SEC"), including, but not necessarily limited
to, Annual Reports and Semi-Annual Reports to Shareholders and on Form
N-SAR;
(j) coordinating annual and semi-annual audits
of the Trust; and
(k) reviewing and evaluating the services provided
to the Trust by service providers.
In performing all services under this Agreement, NBAI
shall (a) act in conformity with the Trust Declaration of Trust and
By-Laws, as applicable, the Investment Company Act of 1940 (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, XXXX
may, at its own expense, enter into service agreements with other
service providers, provided that each such service provider agrees with
NBAI to comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder. NBAI will provide Xxxxxxxx
with a copy of each service agreement it executes relating to the Trust.
NBAI will be liable for acts or omissions of any such service provider
under the standards of care provided herein under Paragraph 4.
3. Compensation. NBAI shall bear all expenses in
connection with the performance of its services under this Agreement,
except those enumerated in Paragraph 3(b) below.
(a) NBAI will from time to time employ or associate
with itself such person or persons as NBAI may believe to be
particularly suited to assist it in performing services under
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this Agreement. Such person or persons may be officers and employees who
are employed by NBAI. The compensation of such person or persons shall
be paid by NBAI and no obligation shall be incurred on behalf of the
Trust in such respect.
(b) NBAI 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
NBAI; outside auditing expenses; outside legal expenses; fees of any
other service provider to the Trust (other than a sub-administrator
engaged pursuant to Paragraph 2); or other expenses not specified in
this Section 3 which may be properly payable by the Trust and which are
approved by the President or Treasurer of the Trust.
(c) For the services to be rendered, the
facilities to be furnished and the compensation and other expenses to be
borne by NBAI, as provided for in this Agreement, NBAI shall be entitled
to receive a monthly fee from Xxxxxxxx based on an annual rate of .01%
of the Trust's average daily net assets.
4. Limitation of Liabilities; Indemnification.
(a) NBAI shall not be liable for any error of judgment or
mistake of law or for any loss suffered by Xxxxxxxx in connection with
the performance of its obligations and duties under this Agreement,
except a loss resulting from NBAI's 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 NBAI, shall be
deemed, when rendering services to Xxxxxxxx or acting on any business of
NBAI (other than services or business in connection with NBAI's duties
as sub-administrator hereunder), to be acting solely for Xxxxxxxx and
not as an officer, Trustee, partner, employee or agent or one under the
control or discretion of NBAI even though paid by it.
(b) Xxxxxxxx will indemnify NBAI 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 Trust and not
resulting from the willful misfeasance, bad faith or gross negligence of
NBAI in the performance of such obligations and duties or by reason of
its reckless disregard thereof. NBAI will not confess any claim or
settle or make any compromise in any instance in which Xxxxxxxx will be
asked to provide indemnification, except with Xxxxxxxx' prior written
consent. Any amounts payable by Xxxxxxxx under this Section 4(b) shall
be satisfied only against the assets of Xxxxxxxx and not against the
assets of the Trust.
5. 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 5 (b).
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(b) This Agreement may be terminated at any time without
payment of any penalty, upon 60 days' written notice, by Xxxxxxxx or by
NBAI. NBAI will cooperate with and assist Xxxxxxxx, its agents and any
successor sub-administrator or sub-administrators in the
substitution/conversion process.
(c) Section 7 shall survive this Agreement's termination.
6. 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 change, discharge
or termination is sought.
7. 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 NBAI's 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.
8. Service to Other Companies or Accounts.
Xxxxxxxx acknowledges that NBAI 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 Xxxxxxxx has no objection to NBAI so acting.
Xxxxxxxx further acknowledges that the persons employed by NBAI to
assist in the performance of NBAI'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 NBAI or any
affiliate of NBAI to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
9. Miscellaneous
(a) Any notice or other instrument authorized or required
by this Agreement to be given in writing to Xxxxxxxx or NBAI 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 Stephens:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Xx.
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To NBAI:
NationsBanc Advisors, Inc.
One NationsBank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxxxx
(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 State of Arkansas.
(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 constitutes the entire agreement
between the parties hereto with respect to the provision by NBAI of
sub-administrative services and the receipt of fees therefor, and
supersedes all prior arrangements or understandings with respect to the
provision by NBAI of sub-administrative services and the receipt of fees
therefor, written and oral.
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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.
XXXXXXXX INC.
By: _____________________________
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
NATIONSBANC ADVISORS, INC.
By: ____________________________
Name: Xxxx X. Xxxxxxxxxx
Title: President
Approved: December 9, 1997
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