EXHIBIT 99.H1
CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
December 1, 1998 by and among XXXXXXXX INC. ("Xxxxxxxx"), NATIONSBANC ADVISORS,
INC. ("NBAI") and NATIONS LIFEGOAL FUNDS, INC. ("LifeGoal").
WHEREAS, LifeGoal is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, LifeGoal desires to retain Xxxxxxxx and NBAI to render certain
administrative services for the investment portfolios of LifeGoal listed on
Schedule I (individually, a "Fund" and collectively, the "Funds"), and Xxxxxxxx
and NBAI 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) LifeGoal 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
LifeGoal, NBAI or Xxxxxxxx, each new investment portfolio established in the
future by LifeGoal shall automatically become a "Fund" for all purposes
hereunder as if listed on Schedule I.
(b) LifeGoal also hereby appoints NBAI to act as Co-Administrator
of the Funds, and NBAI 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
LifeGoal or NBAI, each new investment portfolio established in the future by
LifeGoal shall automatically become a "Fund" for all purposes hereunder as if
listed on Schedule I.
2. Delivery of Documents. LifeGoal has furnished Xxxxxxxx and NBAI with
copies properly certified or authenticated of each of the following:
(a) LifeGoal'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. 33-9703
and 811-7745), 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.
LifeGoal will furnish Xxxxxxxx and NBAI from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, LifeGoal will provide Xxxxxxxx and NBAI with any other
documents that Xxxxxxxx and NBAI may reasonably request and will notify Xxxxxxxx
and NBAI as soon as possible of any matter materially affecting either Xxxxxxxx'
or NBAI's performance of its services under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Directors of LifeGoal, Xxxxxxxx, as Co-Administrator, will
assist in supervising various aspects of LifeGoal'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 LifeGoal (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 Directors meetings;
(e) Providing the services of certain persons who may be appointed
as officers of LifeGoal by LifeGoal's Board of Directors;
(f) Assist in coordinating the provision of legal advice and
counsel to LifeGoal with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect LifeGoal and assisting
in the strategic response to such developments, counseling and assisting
LifeGoal in routine regulatory examinations or investigations of LifeGoal, and
working closely with outside counsel to LifeGoal in connection with any
litigation in which LifeGoal is involved;
(g) Assist in coordinating the preparation of reports to LifeGoal'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 LifeGoal 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 LifeGoal or any Fund as a
dealer or broker shall be made or reimbursed by NBAI, as set forth in Schedule
A;
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(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 NBAI or the
Funds' Sub-Advisers, Transfer Agent, Sub-Transfer Agent or Custodian;
(j) Performing certain compliance procedures for LifeGoal which
will include, among other matters, monitoring compliance with personal trading
guidelines by LifeGoal's Board of Directors; and
(k) Generally assisting in all aspects of LifeGoal's operations.
In performing all services under this Agreement, Xxxxxxxx shall (i) act
in conformity with: LifeGoal's Articles of Incorporation 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 LifeGoal's Registration Statement, as
such Registration Statement may be amended from time to time; (ii) consult and
coordinate with LifeGoal, as necessary and appropriate; and (iii) advise and
report to LifeGoal, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
Xxxxxxxx represents and warrants to LifeGoal 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 NBAI as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for NBAI to
perform its responsibilities to LifeGoal.
4. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Directors of LifeGoal, NBAI, as Co-Administrator, will assist in
supervising various aspects of LifeGoal'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 LifeGoal as may be required by Section 31(a) of
the 1940
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Act and the rules thereunder). NBAI further agrees that all such
records which it maintains for LifeGoal are the property of LifeGoal and further
agrees to surrender promptly to LifeGoal any of such records upon LifeGoal'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 LifeGoal's
current Prospectus(es), applicable pricing procedures and resolutions of
LifeGoal's Board of Directors, provided, that in performing such services, NBAI
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 LifeGoal'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 LifeGoal's tax returns
and other tax filings;
(e) monitoring the development and implementation of certain
compliance procedures for LifeGoal 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 LifeGoal monthly broker security
transaction summaries and monthly security transaction listings and (at
LifeGoal'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 LifeGoal and its agents in their accumulation and
preparation of materials for the Board of Directors' meetings and for regulatory
examinations and inspections of LifeGoal, to the extent such materials relate to
the services being performed for LifeGoal by NBAI; and
(h) coordinate the provisions of services to LifeGoal by other
service providers to LifeGoal, including the transfer agent, sub-transfer agent
and custodian.
In performing all services under this Agreement, NBAI shall (i) act in
conformity with LifeGoal's Articles of Incorporation 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 LifeGoal's Registration Statement, as such
Registration Statement may be amended from time to time, (ii) consult and
coordinate with LifeGoal, as necessary and appropriate, and (iii) advise and
report to LifeGoal, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
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NBAI represents and warrants to LifeGoal 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, NBAI shall not be liable for any Y2K Failures caused
by Y2K Failures in a third party system with which NBAI interfaces or from which
NBAI 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 NBAI 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 NBAI 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 Directors of LifeGoal, the parties agree
that NBAI 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, NBAI 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 LifeGoal.
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 and as set forth in Schedule A.
(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 LifeGoal. The compensation of
such person or persons shall be paid by Xxxxxxxx and no obligation shall be
incurred on behalf of LifeGoal or NBAI in such respect.
(2) Xxxxxxxx shall not be required to pay any of the following
expenses incurred by LifeGoal: 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 LifeGoal
who are not affiliated with Xxxxxxxx; outside auditing expenses; outside legal
expenses; fees of any other service provider to LifeGoal;
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or other expenses not specified in this Section 5(a) which may be properly
payable by NBAI and/or LifeGoal, as set forth in Schedule A.
(3) NBAI will compensate Xxxxxxxx for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, NBAI
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) NBAI shall bear all expenses in connection with the performance
of its services under this Agreement, except those enumerated in Schedule A.
(1) NBAI will from time to time employ or associate with such
person or persons as NBAI 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 NBAI and LifeGoal. The compensation of such person or
persons shall be paid by NBAI and no obligation shall be incurred on behalf of
LifeGoal or Xxxxxxxx in such respect.
(2) NBAI shall receive compensation for its services rendered
pursuant to this Agreement in accordance with 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 LifeGoal 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) NBAI shall not be liable for any error of judgment or mistake
of law or for any loss suffered by LifeGoal 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.
(c) LifeGoal, on behalf of each Fund, will indemnify Xxxxxxxx
and/or NBAI 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 NBAI in the performance of such obligations
and duties or by reason of their reckless disregard thereof. Xxxxxxxx and/or
NBAI will not confess any claim or settle or make any compromise in any instance
in which LifeGoal will be asked to provide indemnification, except with
LifeGoal's prior written consent. Any amounts payable by LifeGoal 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 LifeGoal.
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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 LifeGoal to Xxxxxxxx and NBAI
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 LifeGoal, dated September 1, 1993, and the sub-administration
arrangements between Xxxxxxxx and NBAI, 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 Directors of
LifeGoal, by Xxxxxxxx or by NBAI. Xxxxxxxx and NBAI will each cooperate with and
assist LifeGoal, 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 LifeGoal, its prior, present or potential shareholders and
NBAI's customers that are exchanged or received pursuant to the performance of
Xxxxxxxx' and/or NBAI's duties under this Agreement shall remain confidential
and shall not be disclosed to any other person, except as specifically
authorized by LifeGoal or as may be required by law, and shall not be used for
any purpose other than performance of NBAI's and Xxxxxxxx' responsibilities and
duties hereunder.
10. Service to Other Companies or Accounts. LifeGoal acknowledges that
both Xxxxxxxx and NBAI 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 LifeGoal has no objection to
either Xxxxxxxx or NBAI so acting. LifeGoal further acknowledges that the
persons employed by both Xxxxxxxx and NBAI 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 NBAI 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 LifeGoal, Xxxxxxxx or NBAI shall be
sufficiently given if
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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 LifeGoal:
Nations LifeGoal Funds, Inc.
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 NBAI:
NationsBanc 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 Maryland.
(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 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: /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President and
Chief Operating Officer
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
--------------------------------
Xxxxx X. Xxxxx, Xx.
Assistant Secretary
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SCHEDULE I
1. LifeGoal Growth Portfolio
2. LifeGoal Balanced Growth Portfolio
3. LifeGoal Income and Growth Portfolio
SCHEDULE A
NBAI shall be compensated for its services rendered pursuant to this
Agreement as agreed upon by LifeGoal and NBAI. Xxxxxxxx shall receive
compensation for administration services rendered pursuant to this Agreement
directly from NBAI, at a rate which Xxxxxxxx and NBAI may agree on from time to
time.
NBAI shall reimburse all expenses of the Funds (including all expenses
incurred by Xxxxxxxx) except taxes, brokerage fees and commissions, if any,
extraordinary expenses and any class-level distribution fees, shareholder
servicing fees and/or shareholder administration fees, which shall be paid by
the Funds (or classes thereof, as appropriate).
