EXHIBIT 99.B9(a)
ADMINISTRATION AGREEMENT
NATIONS ANNUITY TRUST
This ADMINISTRATION AGREEMENT (the "Agreement") is made as
of February ___, 1998 by and between XXXXXXXX INC. ("Xxxxxxxx") and
NATIONS ANNUITY TRUST, a Delaware 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");
WHEREAS, the Trust desires to retain Xxxxxxxx to render
certain administrative services for the investment portfolios of the
Trust listed on Schedule I, as such Schedule may be amended from time to
time, (individually, a "Portfolio" and collectively, the "Portfolios"),
and Xxxxxxxx is willing to render such services; and
WHEREAS, the Trust is retaining, pursuant to a separate
Co-Administration Agreement, First Data Investor Services, Inc. ("First
Data") to perform certain other administrative services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment. The Trust hereby appoints Xxxxxxxx to act
as Administrator of the Portfolios 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 either the Trust or
Xxxxxxxx, each new investment portfolio established in the future by the
Trust shall automatically become a "Portfolio" for all purposes
hereunder as if listed on Schedule I.
2. Delivery of Documents. The Trust has furnished
Xxxxxxxx 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. 333-40265 and 811-08481), as
filed with the Securities and Exchange Commission (the "SEC") on
November 14, 1997, relating to the Portfolios' shares (the "Shares"):
(b) the Portfolios' most recent Prospectus(es);
and
(c) the Portfolios' most recent Statement(s) of
Additional Information.
The Trust will furnish Xxxxxxxx from time to time with
copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing. Furthermore, the Trust will
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provide Xxxxxxxx with any other documents that Xxxxxxxx may reasonably
request and will notify Xxxxxxxx as soon as possible of any matter
materially affecting Xxxxxxxx' performance of its services under this
Agreement.
3. Duties as Administrator. Subject to the supervision and
direction of the Board of Trustees of the Trust, Xxxxxxxx, as
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 (which may be
in the offices of Xxxxxxxx or a corporate affiliate);
(b) furnishing statistical and research data,
data processing services, clerical services, and internal executive and
administrative services and stationery and office supplies in connection
with the foregoing;
(c) furnishing corporate secretarial services,
including coordinating the preparation and distribution of materials for
Board of Trustees' meetings;
(d) providing the services of certain persons
who may be appointed as officers of the Trust by the Trust's Board of
Trustees;
(e) 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;
(f) 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;
(g) coordinating with the Trust and its
Distributor regarding the jurisdictions in which the Shares of the Trust
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 Portfolio as a dealer or broker shall be made or reimbursed
by the Trust or that Portfolio, respectively;
(h) preparing and filing on a timely basis
various reports, registration statements and post-effective amendments
thereto and other documents required by federal, state
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and other applicable laws and regulations other than those filed or
required to be filed by the Adviser, First Data, Transfer Agent or
Custodian;
(i) preparing and filing on a timely basis the
Trust's Rule 24f-2 Notice;
(j) monitoring the development and
implementation of compliance procedures for the Trust which will
include, among other matters, monitoring each Portfolio's status as a
regulated investment company under Sub-Chapter M of the Internal Revenue
Code of 1986, as amended, and compliance by each Portfolio with its
investment objective, policies, restrictions, tax matters and applicable
laws and regulations; and
(k) generally assisting in all aspects of the
Trust's operations.
In performing all services under this Agreement, Xxxxxxxx
shall (a) act in conformity with the Trust's Declaration of Trust and
Bylaws; 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 Paragraph 3,
Xxxxxxxx may, at its own expense, enter into sub-administration
agreements with other service providers, provided that each such service
provider agrees with Xxxxxxxx to comply with all relevant provisions of
the 1940 Act and applicable rules and regulations thereunder. Xxxxxxxx
will provide the Trust with a copy of each sub-administration agreement
it executes relating to the Trust. Xxxxxxxx will be liable for acts or
omissions of any such sub-administrators under the standards of care
provided herein under Paragraph 5.
In addition to the services specifically identified above,
Xxxxxxxx shall coordinate the provision of services to the Trust by
First Data, the Transfer Agent and the Custodian.
4. Compensation. Xxxxxxxx shall bear all expenses in
connection with the performance of its services under this Agreement,
except those enumerated in Paragraph 4(b) below.
(a) Xxxxxxxx will from time to time employ or
associate with itself 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 who are
employed by 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 in such respect.
(b) 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
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commissions; taxes and fees payable to federal, state and other
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 (other than a
sub-administrator engaged pursuant to Paragraph 3, and except for
transmitting the fees payable to First Data pursuant to Paragraph 3(d));
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, the
facilities to be furnished and the payments to be made by Xxxxxxxx, as
provided for in this Agreement, Xxxxxxxx shall be compensated by the
Trust in accordance with the terms set forth in the Fee Letter Agreement
dated as of _________, 1998, between the Trust, Xxxxxxxx and First Data,
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) Xxxxxxxx shall be authorized to receive, as
agent for First Data, the fees payable by the Trust to First Data
pursuant to the Fee Letter Agreement for services provided by First Data
under its Co-Administration Agreement, and shall promptly forward such
fees to First Data, provided that it shall only be required to forward
amounts actually received from the Trust and shall have no other duty to
pay the same.
5. Limitation of Liabilities; 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. Any person, even though
also an officer, Trustees, partner, employee or agent of Xxxxxxxx, 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 Xxxxxxxx' duties as Administrator hereunder), to be acting solely
for the Trust and not as an officer, Director, partner, employee or
agent or one under the control or discretion of Xxxxxxxx even though
paid by it.
(b) The Trust, on behalf of each Portfolio, will indemnify
Xxxxxxxx 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 Portfolio and not resulting from the willful misfeasance,
bad faith or gross negligence of Xxxxxxxx in the performance of such
obligations and duties or by reason of its reckless disregard thereof.
Xxxxxxxx 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 Portfolio involved in the claim, demand,
action or suit and not against the assets of any other investment
portfolio of the Trust.
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6. Termination of Agreement.
(a) This Agreement shall become effective as of February
___, 1998, 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
Xxxxxxxx. Xxxxxxxx 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 change, 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 Xxxxxxxx' 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 Xxxxxxxx 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,
investment sub-adviser and/or administrator to other investment
companies or series of investment companies, and the Trust has no
objection to Xxxxxxxx' so acting. The Trust further acknowledges that
the persons employed by Xxxxxxxx to assist in the performance of
Xxxxxxxx' 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 any affiliate of Xxxxxxxx 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 Xxxxxxxx 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.
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To the Trust:
Nations Annuity Trust
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
To Stephens:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Xx.
(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 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.
(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.
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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
NATIONS ANNUITY TRUST
By: _______________________________
Name: A. Xxx Xxxxxx
Title: President and Chairman
of the Board of Trustees
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SCHEDULE I
Nations Balanced Assets Portfolio
Nations Disciplined Equity Portfolio
Nations International Growth Portfolio
Nations Managed Index Portfolio
Nations Managed SmallCap Index Portfolio
Nations Xxxxxxx Focused Equities Portfolio
Nations Xxxxxxx Growth & Income Portfolio
Nations Value Portfolio
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