Exhibit 99.23(h)(2)
FORM OF CO-ADMINISTRATION AGREEMENT
NATIONS FUNDS TRUST
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of [DATE] by
and among ▇▇▇▇▇▇▇▇ INC. ("▇▇▇▇▇▇▇▇"), BANC OF AMERICA ADVISORS, LLC ("BA
Advisors") 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 BA Advisors 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 BA Advisors 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) 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,
BA Advisors 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 BA Advisors to act as
Co-Administrator of the Funds, and BA Advisors 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 BA Advisors, 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 BA Advisors
---------------------
with 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.
1
The Trust will furnish ▇▇▇▇▇▇▇▇ and BA Advisors 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 BA Advisors
with any other documents that ▇▇▇▇▇▇▇▇ and BA Advisors may reasonably request
and will notify ▇▇▇▇▇▇▇▇ and BA Advisors as soon as possible of any matter
materially affecting either ▇▇▇▇▇▇▇▇' or BA Advisors' 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, ▇▇▇▇▇▇▇▇, 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;
2
(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 BA Advisors 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 BA Advisors as necessary and appropriate and shall provide
such information as is reasonably necessary or appropriate for BA Advisors to
perform its responsibilities to the Trust.
4. Duties as Co-Administrator. Subject to the supervision and direction of
--------------------------
the Board of Trustees of the Trust, BA Advisors, 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). BA Advisors 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, BA Advisors 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-
3
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 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 BA Advisors; 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, BA Advisors 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 BA Advisors 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 BA Advisors 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 BA Advisors may from time to time assume some or all of
▇▇▇▇▇▇▇▇' duties set forth in Paragraph 3 above.
In performing its responsibilities under this Agreement, BA Advisors shall
cooperate and coordinate with ▇▇▇▇▇▇▇▇ as necessary and appropriate and shall
provide
4
such information within its possession or control as is reasonably necessary or
appropriate to ▇▇▇▇▇▇▇▇ to enable it to perform its responsibilities to the
Trust.
5. Compensation.
------------
(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 BA Advisors 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) BA Advisors shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
5(b)(2) below.
(1) BA Advisors will from time to time employ or associate with
such person or persons as BA Advisors 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 BA Advisors and the Trust. The
compensation of such person or persons shall be paid by BA Advisors and no
obligation shall be incurred on behalf of the Trust or ▇▇▇▇▇▇▇▇ in such respect.
(2) BA Advisors 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 BA Advisors; outside auditing expenses; outside
legal expenses; fees of independent pricing services utilized by BA Advisors 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
5
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.
(3) The Trust will compensate BA Advisors for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, the Trust
shall reimburse BA Advisors 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.
----------------------------------------
(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) BA Advisors 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 BA Advisors' 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
BA Advisors 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 BA Advisors in the performance of such obligations
and duties or by reason of their reckless disregard thereof. ▇▇▇▇▇▇▇▇ and/or BA
Advisors 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.
----------------------------------------
(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 BA Advisors. ▇▇▇▇▇▇▇▇ and BA Advisors will each
cooperate with and assist the Trust, its agents and any successor administrator
or administrators in the substitution/conversion process.
6
(c) 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 the Trust, its prior, present or potential shareholders and BA
Advisors' customers that are exchanged or received pursuant to the performance
of ▇▇▇▇▇▇▇▇' and/or BA Advisors' 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 BA Advisors'
responsibilities and duties hereunder.
10. Service to Other Companies or Accounts. The Trust acknowledges that
--------------------------------------
both ▇▇▇▇▇▇▇▇ and BA Advisors 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 BA Advisors so acting. The Trust further
acknowledges that the persons employed by both ▇▇▇▇▇▇▇▇ and BA Advisors 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 BA Advisors 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 the Trust, ▇▇▇▇▇▇▇▇ or BA Advisors 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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
7
To BA Advisors:
Banc of America Advisors, LLC
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
8
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:
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Senior Vice President
BANC OF AMERICA ADVISORS, LLC
By:
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and
Chief Operating Officer
NATIONS FUNDS TRUST
By:
-----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Assistant Secretary
9
SCHEDULE I
1. Nations ▇▇▇▇▇▇▇ Principal Protection Fund
Approved: [Date]
I-1
SCHEDULE A
For services rendered pursuant to this Agreement, the Trust will pay
▇▇▇▇▇▇▇▇ and BA Advisors, 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 Intermediate Bond 0.22%
Fund):
3. International Funds (except Nations International 0.22%
Value Fund and Nations International Equity Fund):
4. Nations Intermediate Bond Fund, Nations
International Value Fund and Nations International 0.17%
Equity Fund:
5. Domestic Equity Funds (except Nations Strategic
Growth Fund): 0.23%
6. Nations Strategic Growth Fund: 0.18%
It is understood and agreed among the parties that the aggregate
administration fee payable hereunder shall be divided by and between ▇▇▇▇▇▇▇▇
and BA Advisors, as they may agree from time to time.
In addition to the asset-based fee set forth above, the Trust shall
reimburse ▇▇▇▇▇▇▇▇, ▇▇ Advisors 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.
A-1