Exhibit 99.H1
FORM OF
CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
[_______________ ] by and among XXXXXXXX INC. ("Xxxxxxxx"), BANC OF AMERICA
("BAAI") and NATIONS FUNDS 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 Xxxxxxxx and BAAI to render
certain administrative services for the investment portfolios of the Trust
listed on Schedule I (individually, a "Fund" and collectively, the "Funds"), and
Xxxxxxxx and BAAI are 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.
(a) The Trust hereby appoints Xxxxxxxx to act as
Co-Administrator of the Funds and Xxxxxxxx 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 the Trust, BAAI or Xxxxxxxx, 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.
(b) The Trust also hereby appoints BAAI to act as
Co-Administrator of the Funds, and BAAI hereby accepts such appointment and
agrees to render such services and duties set forth in Paragraph 4, for the
compensation and on the terms herein provided. Absent written notification to
the contrary by either the Trust or BAAI, 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 Xxxxxxxx and BAAI
with copies properly certified or authenticated of each of the following:
(a) The Trust's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933, as amended, and
under the 1940 Act [(FILE NOS. __________ AND __________)], as filed with the
Securities and Exchange Commission (the "SEC") relating to the Funds' shares
(the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional
Information.
1
The Trust will furnish Xxxxxxxx and BAAI from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide Xxxxxxxx and BAAI with any other
documents that Xxxxxxxx and BAAI may reasonably request and will notify Xxxxxxxx
and BAAI as soon as possible of any matter materially affecting either Xxxxxxxx'
or BAAI's 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, Xxxxxxxx, 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) Maintaining office facilities for the Trust (which may be
in the offices of Xxxxxxxx or a corporate affiliate);
(b) Furnishing clerical services, internal executive and
administrative services and stationery and office supplies in connection with
the foregoing;
(c) Assist in furnishing statistical and research data and
data processing services in connection with the foregoing;
(d) Furnishing corporate secretarial services, including
assisting in the coordination of the preparation and distribution of materials
for Board of Trustees meetings;
(e) Providing the services of certain persons who may be
appointed as officers of the Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and
counsel to the Trust with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect the Trust and assisting
in the strategic response to such developments, counseling and assisting the
Trust in routine regulatory examinations or investigations of the Trust, and
working closely with outside counsel to the Trust in connection with any
litigation in which the Trust is involved;
(g) Assist in coordinating the preparation of 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
N-SAR and Notices pursuant to Rule 24f-2 under the 1940 Act;
(h) Coordinating with the Trust regarding the jurisdictions in
which the Shares shall be registered or qualified for sale and, in connection
therewith, being responsible for the registration or qualification and the
maintenance of such registration or qualification of Shares for sale under the
securities laws of any state. Payment of share registration fees and any fees
for qualifying or continuing the qualification of the Trust or any Fund as a
dealer or broker shall be made or reimbursed by the Trust or that Fund,
respectively;
2
(i) Assisting in the preparation and filing on a timely basis
of various reports, registration statements and post-effective amendments
thereto, and other documents required by federal, state and other applicable
laws and regulations, other than those filed or required to be filed by BAAI or
the Funds' Sub-Advisers, Transfer Agent, Sub-Transfer Agent or Custodian;
(j) Performing certain compliance procedures for the Trust
which will include, among other matters, monitoring compliance with personal
trading guidelines by the Trust's Board of Trustees; and
(k) Generally assisting in all aspects of the Trust's
operations.
In performing all services under this Agreement, Xxxxxxxx shall (i) act
in conformity with: the Trust's Declaration of Trust and Bylaws, the 1940 Act
and the rules thereunder, and other applicable laws and regulations, 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; (ii) consult and
coordinate with the Trust, as necessary and appropriate; and (iii) advise and
report to the Trust, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
Xxxxxxxx represents and warrants to the Trust that it will use
reasonable efforts to perform its duties and obligations under this Agreement
without: (a) any failure of its computer systems, or those used by it in the
performance of its duties hereunder, to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure 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 January 1, 2000; or (c) any loss
of functionality or performance with respect to the maintenance of records or
processing of data containing dates falling on or after January 1, 2000 ((a),
(b), and (c) above shall be referred to as "Y2K Failures"). Notwithstanding the
above, Xxxxxxxx shall not be liable for any Y2K Failures caused by Y2K Failures
in a third party system with which Xxxxxxxx interfaces or from which Xxxxxxxx
receives data in connection with the performance of its duties hereunder.
In performing its services under this Agreement, Xxxxxxxx shall
cooperate and coordinate with BAAI as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for BAAI to
perform its responsibilities to the Trust.
4. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of the Trust, BAAI, 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
3
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). BAAI 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) 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), applicable pricing procedures and resolutions of
the Trust's Board of Trustees, provided, that in performing such services, BAAI
shall obtain security market quotes from independent pricing services, or if
such quotes are unavailable, obtain such prices from the Funds' Sub-Advisers;
(c) 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 N-SAR and
Notices pursuant to Rule 24f-2 under the 1940 Act;
(d) preparing and filing on a timely basis the Trust's tax
returns and other tax filings;
(e) monitoring the development and implementation of certain
compliance procedures for the Trust including, but not limited to, monitoring
(i) each Fund's status as a regulated investment company under Sub-Chapter M of
the Internal Revenue Code of 1986, as amended, including performing, on a
monthly basis and based upon information provided by the Fund's Sub-Advisers,
the 90% gross income and asset diversification tests derived from such
Sub-Chapter; and (ii) compliance by each Fund with its investment objective,
policies and restrictions, and applicable laws and regulations;
(f) preparing and furnishing to the Trust monthly broker
security transaction summaries and monthly security transaction listings and (at
the Trust's request) 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;
(g) assisting the Trust and its agents in their accumulation
and preparation of materials for the Board of Trustees' meetings and for
regulatory examinations and inspections of the Trust, to the extent such
materials relate to the services being performed for the Trust by BAAI; and
(h) coordinate the provisions of services to the Trust by
other service providers to the Trust, including the transfer agent, sub-transfer
agent and custodian.
In performing all services under this Agreement, BAAI shall (i) act in
conformity with the Trust's Declaration of Trust and Bylaws; the 1940 Act and
the rules thereunder, and other applicable laws and regulations, 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, (ii) consult and
coordinate with the Trust, as necessary and
4
appropriate, and (iii) advise and report to the Trust, as necessary or
appropriate, with respect to any compliance matters that come to its attention.
BAAI represents and warrants to the Trust that it will use reasonable
efforts to perform its duties and obligations under this Agreement without: (a)
any failure of its computer systems to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure of its computer systems to calculate any
information dependent on or relating to dates on or after January 1, 2000; or
(c) any loss of functionality or performance with respect to the maintenance of
records or processing of data containing dates falling on or after January 1,
2000 ((a), (b), and (c) above shall be referred to as "Y2K Failures").
Notwithstanding the above, BAAI shall not be liable for any Y2K Failures caused
by Y2K Failures in a third party system with which BAAI interfaces or from which
BAAI receives data in connection with the performance of its duties hereunder
including, without limitation, the system of any sub-administrator engaged
pursuant to Paragraph 4.
In connection with its duties under this Paragraph 4, it is understood
and agreed that BAAI may, at its own expense, enter into sub-administration
agreements with other service providers and the Fund(s), provided that each such
service provider agrees with BAAI and the Fund(s) to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder. In
addition, upon notice to the Board of Trustees of the Trust, the parties agree
that BAAI may from time to time assume some or all of Xxxxxxxx' duties set forth
in Paragraph 3 above.
In performing its responsibilities under this Agreement, BAAI shall
cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall
provide such information within its possession or control as is reasonably
necessary or appropriate to Xxxxxxxx to enable it to perform its
responsibilities to the Trust.
5. Compensation.
(a) Xxxxxxxx shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 5(a)(2) below.
(1) Xxxxxxxx will from time to time employ or associate
with such person or persons as Xxxxxxxx may believe to be particularly suited to
assist it in performing services under this Agreement. Such person or persons
may be officers and employees of both Xxxxxxxx and the Trust. The compensation
of such person or persons shall be paid by Xxxxxxxx and no obligation shall be
incurred on behalf of the Trust or BAAI in such respect.
(2) Xxxxxxxx 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
5
governmental agencies; fees of Trustees of the Trust who are not affiliated with
Xxxxxxxx; outside auditing expenses; outside legal expenses; fees of any other
service provider to the Trust; or other expenses not specified in this Section
5(a) which may be properly payable by the Trust and which are approved by the
Trust's President or Treasurer.
(3) The Trust will compensate Xxxxxxxx for its services
rendered pursuant to this Agreement in accordance with Schedule A. In addition,
the Trust shall reimburse Xxxxxxxx for certain reasonable out-of-pocket
distributions made in connection with fulfilling its obligations under the
Agreement. The items eligible for reimbursement are set forth on Schedule A.
(b) BAAI shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
5(b)(2) below.
(1) BAAI will from time to time employ or associate with
such person or persons as BAAI may believe to be particularly suited to assist
it in performing services under this Agreement. Such person or persons may be
officers and employees of both BAAI and the Trust. The compensation of such
person or persons shall be paid by BAAI and no obligation shall be incurred on
behalf of the Trust or Xxxxxxxx in such respect.
(2) BAAI 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 BAAI; outside auditing expenses; outside
legal expenses; fees of independent pricing services utilized by BAAI to value
each Fund's assets; fees of any other service provider to the Trust (other than
a sub-administrator engaged pursuant to Paragraph 4); or other expenses not
specified in this Section 5(b) which may be properly payable by the Trust and
which are approved by the Trust's President or Treasurer.
(3) The Trust will compensate BAAI for its services
rendered pursuant to this Agreement in accordance with Schedule A. In addition,
the Trust shall reimburse BAAI for certain reasonable out-of pocket
distributions made in connection with fulfilling its obligations under the
Agreement. The items eligible for reimbursement are set forth on Schedule A.
6. Limitation of Liability; Indemnification.
(a) Xxxxxxxx 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 Xxxxxxxx' willful misfeasance, bad faith or gross negligence in
the performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) BAAI 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
6
obligations and duties under this Agreement, except a loss resulting from BAAI's
willful misfeasance, bad faith or gross negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof.
(c) The Trust, on behalf of each Fund, will indemnify Xxxxxxxx
and/or BAAI against and hold each 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 Xxxxxxxx and/or BAAI in the performance of such obligations
and duties or by reason of their reckless disregard thereof. Xxxxxxxx and/or
BAAI 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 6(c) 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.
7. Effective Date; Termination of Agreement.
(a) This Agreement shall become effective, on a Fund by Fund
basis, upon the completion of the transfer of a Fund's accounting function to
The Bank of New York, notice of which shall be provided by the Trust to Xxxxxxxx
and BAAI for each Fund. This Agreement shall remain in full force and effect
with respect to such Fund(s) unless terminated pursuant to the provisions of
Section 7(c).
(b) The parties agree that the administration arrangements
between Xxxxxxxx and the Trust [dated ___________], and the sub-administration
arrangements between Xxxxxxxx and BAAI, dated November 18, 1997, with respect to
the Funds shall be terminated on a Fund by Fund basis upon the effectiveness of
this Agreement.
(c) This Agreement may be terminated at any time without
payment of any penalty, upon 60 days' written notice, by vote of the Board of
Trustees of the Trust, by Xxxxxxxx or by BAAI. Xxxxxxxx and BAAI will each
cooperate with and assist the Trust, its agents and any successor administrator
or administrators in the substitution/conversion process.
(d) Sections 6 and 9 shall survive this Agreement's
termination.
8. 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.
9. Confidentiality. All books, records, information and data pertaining
to the business of the Trust, its prior, present or potential shareholders and
BAAI's customers that are exchanged or received pursuant to the performance of
Xxxxxxxx' and/or BAAI'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 BAAI's and Xxxxxxxx' responsibilities and
duties hereunder.
7
10. Service to Other Companies or Accounts. The Trust acknowledges that
both Xxxxxxxx and BAAI now act, will continue to act and may act in the future
as investment adviser to fiduciary and other managed accounts, and as investment
adviser, investment sub-adviser and/or administrator to other investment
companies or series of investment companies, and the Trust has no objection to
either Xxxxxxxx or BAAI so acting. The Trust further acknowledges that the
persons employed by both Xxxxxxxx and BAAI to assist in the performance of their
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 Xxxxxxxx or BAAI or any affiliate of either to engage in and devote
time and attention to other businesses or to render services of whatever kind or
nature.
11. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust, Xxxxxxxx or BAAI 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 Funds Trust
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
To Stephens:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Xx.
To BAAI:
Banc of America Advisors, Inc.
Xxx Xxxx xx Xxxxxxx Xxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
(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 parties.
(c) This Agreement shall be construed in accordance with the
laws of the State of Delaware.
(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.
8
(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 matters described herein.
9
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: Senior Vice President
BANC OF AMERICA ADVISORS, INC.
By: __________________________________
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President and
Chief Operating Officer
NATIONS FUNDS TRUST
By: __________________________________
Name: Xxxxx X. Xxxxx, Xx.
Title: Assistant Secretary
10
SCHEDULE I
1. Nations High Yield Fund
2. Nations Kansas Intermediate Municipal Bond Fund
3. Nations MidCap Index Fund
Amended: [_______________]
I-1
SCHEDULE A
For services rendered pursuant to this Agreement, the Trust will pay
Xxxxxxxx and BAAI, in the aggregate, an administration fee, computed daily and
payable monthly, based on annual rate of each Fund's daily net assets as
follows:
1. Money Market Funds: [0.10%]
2. Fixed Income Funds: [0.22%]
3. International Funds: [0.22%]
4. Domestic Equity Funds: [0.23%]
It is understood and agreed among the parties that the aggregate
administration fee payable hereunder shall be divided by and between Xxxxxxxx
and BAAI, as they may agree from time to time.
In addition to the asset-based fee set forth above, the Trust shall
reimburse Xxxxxxxx, BAAI and any sub-administrator engaged pursuant to Paragraph
4 for certain reasonable out-of-pocket expenses incurred by them in connection
with the performance of their respective duties hereunder.
Reimbursable out-of-pocket expenses shall include the following:
reasonable costs associated with postage (including overnight services),
telephone, telecommunications (including facsimiles), duplicating, pricing
services, and forms and supplies.
A-1
