EXHIBIT 99.23(H)(1)
CO-ADMINISTRATION AGREEMENT
NATIONS FUNDS TRUST
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of February
14, 2000 by and among ▇▇▇▇▇▇▇▇ INC. ("▇▇▇▇▇▇▇▇"), BANC OF AMERICA ADVISORS, INC.
("BAAI") and NATIONS FUNDS 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");
and
WHEREAS, the Trust desires to retain ▇▇▇▇▇▇▇▇ and BAAI to render certain
administrative services for the investment portfolios of the Trust listed on
Schedule I (individually, a "Fund" and collectively, the "Funds"), and ▇▇▇▇▇▇▇▇
and BAAI 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.
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(a) The Trust hereby appoints ▇▇▇▇▇▇▇▇ to act as Co-Administrator of
the Funds and ▇▇▇▇▇▇▇▇ 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 the Trust,
BAAI or ▇▇▇▇▇▇▇▇, 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.
(b) The Trust also hereby appoints BAAI to act as Co-Administrator of
the Funds, and BAAI 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 the
Trust or BAAI, 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 ▇▇▇▇▇▇▇▇ and BAAI with
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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. 333-89661 and 811-09645), as filed with the Securities and Exchange
Commission (the "SEC") relating to the Funds' shares of beneficial interest (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 ▇▇▇▇▇▇▇▇ and BAAI from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide ▇▇▇▇▇▇▇▇ and BAAI with any other
documents that ▇▇▇▇▇▇▇▇ and BAAI may reasonably request and will notify ▇▇▇▇▇▇▇▇
and BAAI as soon as possible of any matter materially affecting either ▇▇▇▇▇▇▇▇'
or BAAI's performance of its services under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction
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of the Board of Trustees of the Trust, ▇▇▇▇▇▇▇▇, 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) Maintaining office facilities for the Trust (which may be in the
offices of ▇▇▇▇▇▇▇▇ 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
Trustees meetings;
(e) Providing the services of certain persons who may be appointed as
officers of the Trust by the Trust's Board of Trustees;
(f) Assist in 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;
(g) Assist in 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;
(h) Coordinating with the Trust 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 the Trust or any Fund as a
dealer or broker shall be made or reimbursed by the Trust or that Fund,
respectively;
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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 BAAI or the
Funds' sub-advisers, transfer agent, sub-transfer agent or custodian;
(j) Performing certain compliance procedures for the Trust which will
include, among other matters, monitoring compliance with personal trading
guidelines by the Trust's Board of Trustees; and
(k) Generally assisting in all aspects of the Trust's operations.
In performing all services under this Agreement, ▇▇▇▇▇▇▇▇ shall (i) act in
conformity with: the Trust's Declaration of Trust, the 1940 Act and the rules
thereunder, and other applicable laws and regulations, 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; (ii) consult and
coordinate with the Trust, as necessary and appropriate; and (iii) advise and
report to the Trust, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
In performing its services under this Agreement, ▇▇▇▇▇▇▇▇ shall cooperate
and coordinate with BAAI as necessary and appropriate and shall provide such
information as is reasonably necessary or appropriate for BAAI to perform its
responsibilities to the Trust.
4. Duties as Co-Administrator. Subject to the supervision and direction
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of the Board of Trustees of the Trust, BAAI, 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). BAAI 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) Valuing each Fund's assets and calculating the net asset value and
the net income of the shares of each Fund in accordance with the Trust's current
prospectus(es), applicable pricing procedures and votes of the Trust's Board of
Trustees, provided, that in performing such services, BAAI 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 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;
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(d) Preparing and filing on a timely basis the Trust's tax returns and
other tax filings;
(e) Monitoring the development and implementation of certain
compliance procedures for the Trust 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 the Trust monthly broker security
transaction summaries and monthly security transaction listings and (at the
Trust'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 the Trust and its agents in their accumulation and
preparation of materials for the Board of Trustees' meetings and for regulatory
examinations and inspections of the Trust, to the extent such materials relate
to the services being performed for the Trust by BAAI; and
(h) Coordinate the provisions of services to the Trust by other
service providers to the Trust, including the transfer agent, sub-transfer agent
and custodian.
In performing all services under this Agreement, BAAI shall (i) act in
conformity with the Trust's Declaration of Trust, the 1940 Act and the rules
thereunder, and other applicable laws and regulations, 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; (ii) consult and
coordinate with the Trust, as necessary and appropriate; and (iii) advise and
report to the Trust, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
In connection with its duties under this Paragraph 4, it is understood and
agreed that BAAI 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 BAAI 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 Trustees of the Trust, the parties agree
that BAAI may from time to time assume some or all of ▇▇▇▇▇▇▇▇' duties set forth
in Paragraph 3 above.
In performing its responsibilities under this Agreement, BAAI shall
cooperate and coordinate with ▇▇▇▇▇▇▇▇ as necessary and appropriate and shall
provide such information within its possession or control as is reasonably
necessary or appropriate to ▇▇▇▇▇▇▇▇ to enable it to perform its
responsibilities to the Trust.
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5. Compensation.
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(a) ▇▇▇▇▇▇▇▇ shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 5(a)(2) below.
(1) ▇▇▇▇▇▇▇▇ will from time to time employ or associate with such
person or persons as ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ and the Trust. The compensation of such
person or persons shall be paid by ▇▇▇▇▇▇▇▇ and no obligation shall be incurred
on behalf of the Trust or BAAI in such respect.
(2) ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇; outside auditing expenses; outside legal
expenses; fees of any other service provider to the Trust; or other expenses not
specified in this Section 5(a) which may be properly payable by the Trust and
which are approved by the Trust's President or Treasurer.
(3) The Trust will compensate ▇▇▇▇▇▇▇▇ for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, the Trust
shall reimburse ▇▇▇▇▇▇▇▇ 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) BAAI shall bear all expenses in connection with the performance
of its services under this Agreement, except those enumerated in 5(b)(2) below.
(1) BAAI will from time to time employ or associate with such
person or persons as BAAI 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 BAAI and the Trust. The compensation of such person or
persons shall be paid by BAAI and no obligation shall be incurred on behalf of
the Trust or ▇▇▇▇▇▇▇▇ in such respect.
(2) BAAI 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 BAAI; outside auditing expenses; outside legal
expenses; fees of independent pricing services utilized by BAAI to value each
Fund's assets; fees of any other service provider to the Trust (other than a
sub-administrator engaged pursuant to Paragraph 4); or other expenses not
specified in this Section 5(b) which may be properly payable by the Trust and
which are approved by the Trust's President or Treasurer.
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(3) The Trust will compensate BAAI for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, the Trust
shall reimburse BAAI 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.
6. Limitation of Liability; Indemnification.
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(a) ▇▇▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇▇' willful misfeasance, bad faith or negligence in the performance of
such obligations and duties, or by reason of its reckless disregard thereof.
(b) BAAI 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
BAAI's willful misfeasance, bad faith or negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof.
(c) The Trust, on behalf of each Fund, will indemnify ▇▇▇▇▇▇▇▇ and/or
BAAI 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 negligence of
▇▇▇▇▇▇▇▇ and/or BAAI in the performance of such obligations and duties or by
reason of their reckless disregard thereof. ▇▇▇▇▇▇▇▇ and/or BAAI 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 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
the Trust.
7. Effective Date; Termination of Agreement.
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(a) This Agreement shall become effective on the date of its
execution. This Agreement shall remain in full force and effect with respect to
such Fund(s) unless terminated pursuant to the provisions of Section 7(b).
(b) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days' written notice, by vote of the Board of Trustees of
the Trust, by ▇▇▇▇▇▇▇▇ or by BAAI. ▇▇▇▇▇▇▇▇ and BAAI will each cooperate with
and assist the Trust, its agents and any successor administrator or
administrators in the substitution/conversion process.
(c) Sections 6 and 9 shall survive this Agreement's termination.
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8. Amendments. No provision of this Agreement may be changed, discharged
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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
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to the business of the Trust, its prior, present or potential shareholders and
BAAI's customers that are exchanged or received pursuant to the performance of
▇▇▇▇▇▇▇▇' and/or BAAI'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 ▇▇▇▇▇▇▇▇' and BAAI's responsibilities and
duties hereunder.
10. Service to Other Companies or Accounts. The Trust acknowledges that
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both ▇▇▇▇▇▇▇▇ and BAAI 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 the Trust has no objection to
either ▇▇▇▇▇▇▇▇ or BAAI so acting. The Trust further acknowledges that the
persons employed by both ▇▇▇▇▇▇▇▇ and BAAI 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 ▇▇▇▇▇▇▇▇ or BAAI 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.
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(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust, ▇▇▇▇▇▇▇▇ or BAAI 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 Funds Trust
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
To Stephens:
▇▇▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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To BAAI:
Banc of America Advisors, Inc.
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(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 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 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.
▇▇▇▇▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Senior Vice President
BANC OF AMERICA ADVISORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and
Chief Operating Officer
NATIONS FUNDS TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Assistant Secretary
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SCHEDULE I
1. Nations High Yield Bond Fund
2. Nations Kansas Municipal Income Fund
3. Nations ▇▇▇▇▇▇▇ 21st Century Fund
4. Nations ▇▇▇▇▇▇▇ International Opportunities Fund
5. Nations MidCap Index Fund
6. Nations Financial Services Fund
7. Nations Classic Value Fund
8. Nations Global Value Fund
9. Nations Asset Allocation Fund
10. Nations Government Securities Fund
11. Nations ▇▇▇▇▇▇▇ Focused Equities Fund
12. Nations ▇▇▇▇▇▇▇ Growth & Income Fund
13. Nations LifeGoal Growth Portfolio
14. Nations LifeGoal Balanced Growth Portfolio
15. Nations LifeGoal Income and Growth Portfolio
16. Nations MidCap Value Fund
17. Nations LargeCap Value Fund
18. Nations New York Tax-Exempt Reserves
Approved: December 9, 1999
Last Amended: February 15, 2002
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IN WITNESS WHEREOF, the parties hereto have caused this amended Schedule I
to be executed by their officers designated below as of the 15th day of
February, 2002.
▇▇▇▇▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Senior Vice President
BANC OF AMERICA ADVISORS,LLC
(Formerly Banc of America Advisors, Inc.)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
NATIONS FUNDS TRUST
on behalf of the Funds
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Assistant Secretary
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SCHEDULE A
For services rendered pursuant to this Agreement, the Trust will pay
▇▇▇▇▇▇▇▇ and BAAI, in the aggregate, an administration fee, computed daily and
payable monthly, based on annual rate of each Fund's daily net assets as
follows:
1. Money Market Funds: 0.10%
2. Fixed Income Funds (except Nations High Yield Bond 0.22%
Fund):
3. Nations High Yield Bond Fund: 0.18%
4. Nations ▇▇▇▇▇▇▇ International 0.12%
Opportunities Fund:
5. Domestic Equity Funds (except Nations 0.23%
▇▇▇▇▇▇▇ 21st Century Fund, Nations
▇▇▇▇▇▇▇ Focused Equities Fund and
Nations ▇▇▇▇▇▇▇ Growth & Income Fund):
6. Nations ▇▇▇▇▇▇▇ 21st Century Fund, 0.13%
Nations ▇▇▇▇▇▇▇ Focused Equities Fund
and Nations ▇▇▇▇▇▇▇ Growth &Income
Fund:
It is understood and agreed among the parties that the aggregate
administration fee payable hereunder shall be divided by and between ▇▇▇▇▇▇▇▇
and BAAI, as they may agree from time to time.
In addition to the asset-based fee set forth above, the Trust shall
reimburse ▇▇▇▇▇▇▇▇, BAAI and any sub-administrator engaged pursuant to Paragraph
4 for certain reasonable out-of-pocket expenses incurred by them in connection
with the performance of their respective duties hereunder.
Reimbursable out-of-pocket expenses shall include the following: reasonable
costs associated with postage (including overnight services), telephone,
telecommunications (including facsimiles), duplicating, pricing services, and
forms and supplies.
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