EX.99.B9(b)
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (the "Agreement") is made as of July 1, 1995
by and between XXXXXXXX INC. ("Xxxxxxxx") and NATIONS FUND PORTFOLIOS, INC., a
Maryland corporation (the "Company").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company desires to retain Xxxxxxxx to render certain
administrative services for the investment portfolios of the Company listed on
Schedule I (individually, a "Fund" and collectively, the "Funds"), and Xxxxxxxx
is willing to render such services; and
WHEREAS, the Company is retaining, pursuant to a separate
Co-Administration Agreement, The Shareholder Services Group, Inc. ("TSSG") 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 Company hereby appoints Xxxxxxxx to act as
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 either the Company or Xxxxxxxx, each new investment portfolio
established in the future by the Company shall automatically become a "Fund" for
all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. The Company has furnished Xxxxxxxx with copies
properly certified or authenticated of each of the following:
(a) The Company's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"), and under the 1940 Act, including any pre-effective and
post-effective amendments thereto 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.
The Company will furnish Xxxxxxxx from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Company will 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.
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3. Duties as Administrator. Subject to the supervision and direction of
the Board of Directors of the Company, Xxxxxxxx, as Administrator, will assist
in supervising various aspects of the Company'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
Directors meetings;
(d) Providing the services of certain persons who may be appointed
as officers of the Company by the Company's Board of Directors;
(e) Coordinating the provision of legal advice and counsel to the
Company with respect to regulatory matters, including monitoring regulatory and
legislative developments which may affect the Company and assisting in the
strategic response to such developments, counseling and assisting the Company in
routine regulatory examinations or investigations of the Company, and working
closely with outside counsel to the Company in connection with any litigation in
which the Company is involved;
(f) Coordinating the preparation of reports to the Company'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 Company and its Distributor regarding the
jurisdictions in which the Shares of the Company 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 Company or any Fund as a dealer or broker shall be made or
reimbursed by the Company or that Fund, 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 and other applicable laws and regulations
other than those filed or required to be filed by the Adviser, TSSG, Transfer
Agent or Custodian;
(i) Preparing and filing on a timely basis the Company's Rule 24f-2
Notice;
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(j) Monitoring the development and implementation of compliance
procedures for the Company which will include, among other matters, monitoring
each Fund's status as a regulated investment company under Sub-Chapter M of the
Internal Revenue Code of 1986, as amended, and compliance by each Fund with its
investment objective, policies, restrictions, tax matters and applicable laws
and regulations; and
(k) Generally assisting in all aspects of the Company's operations.
In performing all services under this Agreement, Xxxxxxxx shall (a) act in
conformity with the Company's Articles of Incorporation and By-Laws; 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 Company's Registration Statement, as
such Registration Statement may be amended from time to time, (b) consult and
coordinate with legal counsel for the Company, as necessary and appropriate, and
(c) advise and report to the Company 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 subadministration 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 Company with a copy of each
subadministration agreement it executes relating to the Company. Xxxxxxxx will
be liable for acts or omissions of any such subadministrators 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 Company by TSSG, 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 Company.
The compensation of such person or persons shall be paid by Xxxxxxxx and no
obligation shall be incurred on behalf of the Company in such respect.
(b) Xxxxxxxx shall not be required to pay any of the following
expenses incurred by the Company: 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 Directors of
the Company who are not affiliated with Xxxxxxxx; outside auditing expenses;
outside legal expenses; fees of any other service provider to the Company (other
than a subadministrator engaged pursuant to Paragraph 3, and except for
transmitting the fees payable to TSSG pursuant to Paragraph 3(d)); or other
expenses not specified in this Section 4 which may be properly payable by the
Company and which are approved by the Company's President or Treasurer.
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(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 Company in accordance with the terms set
forth in the Fee Letter Agreement dated as of _________ __, 1995 between the
Company, Xxxxxxxx and TSSG, 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 Directors at
the next regularly scheduled Board meeting.
(d) Xxxxxxxx shall be authorized to receive, as agent for TSSG, the
fees payable by the Company to TSSG pursuant to the Fee Letter Agreement for
services provided by TSSG under its Co-Administration Agreement, and shall
promptly forward such fees to TSSG, provided that it shall only be required to
forward amounts actually received from the Company 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 Company 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, Director, partner,
employee or agent of Xxxxxxxx, shall be deemed, when rendering services to the
Company or acting on any business of the Company (other than services or
business in connection with Xxxxxxxx' duties as Administrator hereunder), to be
acting solely for the Company 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 Company, on behalf of each Fund, 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 Fund
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 Company will be asked to
provide indemnification, except with the Company's prior written consent. Any
amounts payable by the Company 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 Company.
6. Termination of Agreement.
(a) This Agreement shall become effective July 1, 1995 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 Directors of the Company or by Xxxxxxxx. Xxxxxxxx will cooperate
with and assist the Company, its agents and any successor administrator or
administrators in the substitution/conversion process.
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(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 Company, 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 Company 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 Company 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, sub-investment
adviser and/or administrator to other investment companies or series
of investment companies, and the Company has no objection to
Xxxxxxxx' so acting. The Company 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 Company 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.
To the Company:
Nations Fund Portfolios, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
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To Stephens:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: R. Xxxx 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 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 and the Fee Letter Agreement constitute the
entire agreement between the parties hereto with respect to the matters
described herein.
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:/s/ R. Xxxx Xxxxxx
----------------------------
Name: R. Xxxx Xxxxxx
Title: Senior Vice President
NATIONS FUND PORTFOLIOS, INC.
By:/s/ A. Xxx Xxxxxx
----------------------------
Name: A. Xxx Xxxxxx
Title: President
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SCHEDULE I
1. Nations Global Government Income Fund
2. Nations Pacific Growth Fund
3. Nations Emerging Markets Fund
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