EXHIBIT 99.B9(b)
CO-ADMINISTRATION AGREEMENT
NATIONS ANNUITY TRUST
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as
of February ___, 1998 by and between FIRST DATA INVESTOR SERVICES GROUP,
INC., a Massachusetts corporation ("First Data"), and NATIONS ANNUITY
TRUST, a Delaware business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end, series
management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act");
WHEREAS, the Trust desires to retain First Data to render
certain fund accounting and related administrative services for the
Trust's investment portfolios listed on Schedule I (individually, a
"Portfolio" and collectively, the "Portfolios") to provide
administrative services, and First Data is willing to render such
services; and
WHEREAS, the Trust is retaining pursuant to a separate
Administration Agreement, Xxxxxxxx Inc. ("Xxxxxxxx") to provide certain
other administration services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and
mutual convenants herein contained, it is agreed between the parties
hereto as follows:
1. Appointment. The Trust hereby appoints First Data to act
as Co-Administrator of the Portfolios, and First Data 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 First
Data, 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 First Data
with copies properly certified or authenticated of each of the
following:
(a) the Trust 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; respectively)
as filed with the Securities and Exchange Commission (the "SEC") on
November 14, 1997 relating to the Portfolios' units or 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 First Data 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 First Data with any other documents that First Data may
reasonably request and will notify First Data as soon as possible of any
matter materially affecting First Data'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, First Data, 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 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). First Data 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) Providing the services of certain persons who
may be appointed as Treasurer or Assistant Treasurer of the Trust by the
Trust's Board of Trustees;
(c) Valuing each Portfolios' assets and calculating
the net asset value and the net income of the shares of each Portfolio
in accordance with the Trust's current Prospectus(es) and resolutions of
the Trust's Board of Trustees, provided, that in performing such
services, First Data shall obtain security market quotes from
independent pricing services, or if such quotes are unavailable, obtain
such prices from the Adviser;
(d) 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;
(e) Preparing and filing on a timely basis the
Trust's tax returns and other tax filings;
(f) On the basis of information provided by the
Trust's investment adviser to First Data, performing monthly compliance
testing with regard to the items specified on Annex A, attached hereto
and incorporated herein;
(g) Preparing and furnishing the Trust with monthly
broker security transactions summaries and monthly security transaction
listings and (at the Trust's request) with 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: and
(h) Assisting the Trust and its agents in their
accumulation and preparation of materials for Board of Trustees meetings
and for regulatory examinations and inspections of the
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Trust, however only to the extent such materials relate to the services
being performed for the Trust by First Data.
In performing all services under this Agreement, First Data
shall (a) act in conformity with the Trust's Declaration of Trust 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
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, First
Data may, at its own expense, enter into sub co-administration
agreements with other service providers, provided that each such service
provider agrees with First Data to comply with all relevant provisions
of the 1940 Act and applicable rules and regulations thereunder. First
Data will provide the Trust with a copy of each sub co-administration
agreement it executes relating to the Trust. First Data will be liable
for acts or omissions of any such sub co-administrators under the
standards of care provided herein under Paragraph 5.
In performing its services under this Agreement, First Data
shall cooperate and coordinate with Xxxxxxxx as necessary and
appropriate and shall provide such information as is reasonably
necessary or appropriate for Xxxxxxxx to perform its responsibilities to
the Trust.
4. Compensation. First Data shall bear all expenses in
connection with the performance of its services under this Agreement,
except those enumerated in 4(b) below.
(a) First Data will from time to time employ or
associate with itself such person or persons as First Data 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 First Data and the Trust. The compensation of such
person or persons shall be paid by First Data and no obligation shall be
incurred on behalf of the Trust in such respect.
(b) First Data 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
First Data; outside auditing expenses; outside legal expenses; fees of
independent pricing services utilized by First Data to value each
Portfolio's assets; 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, and expenses
assumed by (i) First Data under this Agreement and (ii) Xxxxxxxx under
the Administration Agreements with the Trust, the Trust will pay to
Xxxxxxxx, for its services and as agent for First Data, a monthly fee in
accordance with the terms set forth in the Fee Letter Agreement dated as
of __________, 1998,
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among the Trust, First Data and Xxxxxxxx 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 regularity scheduled Board
meeting.
(d) The Trust will compensate First Data for its
services rendered pursuant to this Agreement in accordance with the fees
set forth above. Such fees do not include out-of-pocket disbursements by
First Data for services that are not specifically identified in
Paragraph 3 above. Such out-of-pocket disbursements may include, but are
not limited to, costs associated with postage (including overnight
services), telephone, telecommunications (including facsimiles),
duplicating, pricing services and forms of supplies. First Data shall
not be obligated to incur any out-of-pocket disbursements for services
that are not specifically identified in Paragraph 3 above, unless
reasonably satisfactory arrangements for the payment of such expenses
are agreed to by the Trust and First Data, prior to such expenses being
incurred.
5. Limitation of Liability; Indemnification.
(a) First Data 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 First Data'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 First Data, 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 First Data' duties as Co-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 First Data even though paid by it.
(b) The Trust, on behalf of each Portfolio, will
indemnify First Data 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 Portfolios and not resulting from the
willful misfeasance, bad faith or gross negligence of First Data in the
performance of such obligations and duties or by reason of its reckless
disregard thereof. First Data 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.
6. Termination of Agreement.
(a) This Agreement shall become effective February
___, 1998 and shall remain in full force and effect unless terminated
pursuant to the Provisions of subsection (b) of this Section 6.
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(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
First Data. First Data 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 First Data'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.
9. Service to Other Companies or Accounts. The Trust
acknowledges that First Data 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 First Data's so acting. The
Trust further acknowledges that the persons employed by First Data to
assist in the performance of First Data'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 First
Data or any affiliate of First Data 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 First
Data 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 Annuity Trust
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
To First Data:
First Data Investor Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
0
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
(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.
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.
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:
-----------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
NATIONS ANNUITY TRUST
By: ___________________________
Name: A. Xxx Xxxxxx
Title: President and Chairman of the Board
of Trustees
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ANNEX A
First Data shall perform the following compliance tests on a
monthly basis (based only on information received from the Trust's
investment adviser, the accuracy of which will not be independently
verified by First Data):
1. The following tests derived from Sub-Chapter M of the
Internal Revenue Code of 1986, as amended:
(a) 90% gross income test;
(b) 30% short-three test; and
(c) asset diversification test.
2. The following tests derived from the 1940 Act:
(a) Asset diversification tests for both money market
funds and non-money market funds.
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EXHIBIT 99.B9(b)
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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