EX-99.B9(a)
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (the "Agreement") is made as of September 1,
1993 by and between XXXXXXXX INC. ("Xxxxxxxx") and NATIONS FUND TRUST, a
Massachusetts 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 (individually, a "Fund" and collectively, the "Funds"), and Xxxxxxxx
is willing to render such services; and
WHEREAS, the Trust is retaining, pursuant to a separate Co-Administration
Agreement, The Boston Company Advisors, Inc. ("Boston Advisors") 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 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 Trust 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.
2. Delivery of Documents. The Trust has furnished Xxxxxxxx with copies
properly certified or authenticated of each of the following:
(a) The Trust'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. 2-97817 and 811-4305), as
filed with the Securities and Exchange Commission (the "SEC") on July 30, 1993
relating to the Funds' units or shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
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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 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 Fund as a dealer or broker shall be made or reimbursed by the
Trust 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, Boston Advisors, Transfer Agent or
Custodian;
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(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 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 Trust's operations.
In performing all services under this Agreement, Xxxxxxxx shall (a) act in
conformity with the Trust's Declaration of Trust and Code of Regulation; 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 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 Trust with a copy of each
subadministration agreement it executes relating to the Trust. 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 Trust by Boston Advisors, 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 commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Trustees of the Trust
who are not affiliated with Xxxxxxxx;
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outside auditing expenses; outside legal expenses; fees of any other service
provider to the Trust (other than a subadministrator engaged pursuant to
Paragraph 3, and except for transmitting the fees payable to Boston Advisors
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 September 1, 1993 between the Trust, Nations
Fund, Inc., Xxxxxxxx and Boston Advisors, 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 Boston Advisors,
the fees payable by the Trust to Boston Advisors pursuant to the Fee Letter
Agreement for services provided by Boston Advisors under its Co-Administration
Agreement, and shall promptly forward such fees to Boston Advisors, 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, Trustee, 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, Trustee, 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 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 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 Fund 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 September 1, 1993 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, sub-investment 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 Fund Trust
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
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.
(g) The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally acting from time to time under a Declaration of Trust
dated May 6, 1985 which is hereby referred to and a copy of which is on file at
the office of the State Secretary of The Commonwealth of Massachusetts and at
the principal office of the Trust. The obligations of "Nations Fund Trust"
entered into in the name or on behalf thereof by any of the Trustees, Officers,
representatives or agents are made not individually but in such capacities, and
are not binding upon any of the Trustees, Shareholders, officers,
representatives or agents of the Trust personally, but bind only the Trust
Property (as a Fund's Shares of the Trust must look solely to the Trust Property
belonging to such Fund's Shares for the enforcement of any claims against the
Trust.
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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/ R. Xxxx Xxxxxx
-----------------------------
Name: R. Xxxx Xxxxxx
Title: Senior Vice President
NATIONS FUND TRUST
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Secretary
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SCHEDULE I
Nations Fund Trust:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Strategic Equity Fund
5. Nations Capital Growth Fund
6. Nations Emerging Growth Fund
7. Nations Equity Index Fund
8. Nations Managed Index Fund
9. Nations Managed SmallCap Index Fund
10. Nations Managed Value Index Fund
11. Nations Managed SmallCap Value Index Fund
12. Nations Disciplined Equity Fund
13. Nations Xxxxxxx Focused Equities Fund
14. Nations Xxxxxxx Growth & Income Fund
15. Nations Balanced Assets Fund
16. Nations Short-Intermediate Government Fund
17. Nations Short-Term Income Fund
18. Nations Diversified Income Fund
19. Nations Strategic Fixed Income Fund
20. Nations Municipal Income Fund
21. Nations Short-Term Municipal Income Fund
22. Nations Intermediate Municipal Bond Fund
23. Nations Florida Intermediate Municipal Bond Fund
24. Nations Florida Municipal Bond Fund
25. Nations Georgia Intermediate Municipal Bond Fund
26. Nations Georgia Municipal Bond Fund
27. Nations Kansas Intermediate Municipal Bond Fund
28. Nations Maryland Intermediate Municipal Bond Fund
29. Nations Maryland Municipal Bond Fund
30. Nations North Carolina Intermediate Municipal Bond Fund
31. Nations North Carolina Municipal Bond Fund
32. Nations South Carolina Intermediate Municipal Bond Fund
33. Nations South Carolina Municipal Bond Fund
34. Nations Tennessee Intermediate Municipal Bond Fund
35. Nations Tennessee Municipal Bond Fund
36. Nations Texas Intermediate Municipal Bond Fund
37. Nations Texas Municipal Bond Fund
38. Nations Virginia Intermediate Municipal Bond Fund
39. Nations Virginia Municipal Bond Fund
Dated: October 15, 1996
June 4, 1997
December 9, 1997
February 4, 1998
June 4, 1998
