ADMINISTRATION AGREEMENT
NATIONS SEPARATE ACCOUNT TRUST
This ADMINISTRATION AGREEMENT (the "Agreement") is made as of January
1, 2003 by and between BACAP Distributors, LLC ("BACAP Distributors") and
NATIONS SEPARATE ACCOUNT 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 BACAP Distributors to render
certain administrative services for the investment portfolios of the Trust
listed on Schedule A (individually, a "Portfolio" and collectively, the
"Portfolios"), and BACAP Distributors is 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. The Trust hereby appoints BACAP Distributors to act as
Administrator of the Portfolios, and BACAP Distributors 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 BACAP Distributors, 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 A.
2. Delivery of Documents. The Trust has furnished BACAP Distributors
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 Portfolios' shares of
beneficial interest (the "Shares");
(b) The Portfolios' most recent prospectus(es); and
(c) The Portfolios' most recent statement(s) of additional
information.
The Trust will furnish BACAP Distributors from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing. Furthermore, the Trust will provide BACAP Distributors with
any other documents that BACAP Distributors may reasonably request and will
notify BACAP Distributors as soon as possible of any matter materially affecting
BACAP Distributors's performance of its services under this Agreement.
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3. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of the Trust, BACAP Distributors, 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 for the Trust (which may be in the
offices of BACAP Distributors 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 Portfolio as
a dealer or broker shall be made or reimbursed by the Trust or that Portfolio,
respectively;
(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 the Portfolios'
adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
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(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;
(k) 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). BACAP Distributors 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;
(l) Valuing each Portfolio's 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), applicable pricing procedures and resolutions of
the Trust's Board of Trustees, provided, that in performing such services, BACAP
Distributors shall obtain security market quotes from independent pricing
services, or if such quotes are unavailable, obtain such prices from the
Portfolios' adviser or sub-advisers;
(m) 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;
(n) Preparing and filing on a timely basis the Trust's tax returns and
other tax filings;
(o) Monitoring the development and implementation of certain compliance
procedures for the Trust including, but not limited to, monitoring (i) each
Portfolio'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 Portfolio's adviser or
sub-advisers, the 90% gross income and asset diversification tests derived from
such Sub-Chapter; and (ii) compliance by each Portfolio with its investment
objective, policies and restrictions, and applicable laws and regulations;
(p) 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;
(q) 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 BACAP Distributors;
(r) Coordinate the provisions of services to the Trust by other service
providers to the Trust, including the transfer agent, sub-transfer agent and
custodian; and
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(s) Generally assisting in all aspects of the Trust's operations.
In performing all services under this Agreement, BACAP Distributors
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 3, it is understood
and agreed that BACAP Distributors may, at its own expense, enter into
sub-administration agreements with other service providers and the Portfolio(s),
provided that each such service provider agrees with BACAP Distributors and the
Portfolio(s) to comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder.
4. Compensation. BACAP Distributors shall bear all expenses in
connection with the performance of its services under this Agreement, except
those enumerated in 4(b) below.
(a) BACAP Distributors will from time to time employ or associate with
such person or persons as BACAP Distributors 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 BACAP Distributors and the Trust.
The compensation of such person or persons shall be paid by BACAP Distributors
and no obligation shall be incurred on behalf of the Trust in such respect.
(b) BACAP Distributors 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 BACAP Distributors; outside auditing
expenses, including tax preparation; outside legal expenses; fees of independent
pricing services utilized by BACAP Distributors to value each Portfolio's
assets; fees of any other service provider to the Trust (other than a
sub-administrator engaged pursuant to Paragraph 3); 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, Chief Financial Officer or Treasurer.
(c) The Trust will compensate BACAP Distributors for its services
rendered pursuant to this Agreement in accordance with Schedule B. In addition,
the Trust shall reimburse BACAP Distributors 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 B.
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5. Limitation of Liability; Indemnification.
(a) BACAP Distributors 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 BACAP Distributors's willful misfeasance, bad faith or negligence
in the performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) The Trust, on behalf of each Portfolio, will indemnify BACAP
Distributors 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 Portfolio and not resulting from the willful misfeasance, bad faith
or negligence of BACAP Distributors in the performance of such obligations and
duties or by reason of their reckless disregard thereof. BACAP Distributors 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. 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
Portfolio(s) unless terminated pursuant to the provisions of Section 6(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, or by BACAP Distributors. BACAP Distributors will cooperate with and
assist the Trust, its agents and any successor administrator or administrators
in any substitution/conversion process.
(c) Sections 5 and 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
BACAP Distributors's customers that are exchanged or received pursuant to the
performance of BACAP Distributors'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 BACAP Distributors's
responsibilities and duties hereunder.
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9. Service to Other Companies or Accounts. The Trust acknowledges that
BACAP Distributors now acts, will continue to act and may act in the future as
investment adviser to fiduciary and other managed accounts, and as distributor,
investment adviser, investment sub-adviser and/or administrator to other
investment companies or series of investment companies, and the Trust has no
objection to BACAP Distributors so acting. The Trust further acknowledges that
the persons employed by BACAP Distributors 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 BACAP Distributors or any affiliate of BACAP Distributors 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 BACAP Distributors 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 Separate Account Trust
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Attention: Secretary
To BACAP Distributors:
BACAP Distributors, LLC
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Attention: Senior Vice President
(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.
BACAP DISTRIBUTORS, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
Chief Operating Officer
NATIONS SEPARATE ACCOUNT TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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SCHEDULE A
NATIONS SEPARATE ACCOUNT TRUST:
1. Nations Asset Allocation Portfolio
2. Nations Capital Growth Portfolio
3. Nations High Yield Bond Portfolio
4. Nations International Value Portfolio
5. Nations ▇▇▇▇▇▇▇ Focused Equities Portfolio
6. Nations ▇▇▇▇▇▇▇ Growth Portfolio
7. Nations ▇▇▇▇▇▇▇ International Opportunities Portfolio
8. Nations ▇▇▇▇▇▇▇ 21st Century Portfolio
9. Nations MidCap Growth Portfolio
10. Nations Small Company Portfolio
11. Nations Value Portfolio
Approved: November 21, 2002
SCHEDULE B
For services rendered pursuant to this Agreement, the Trust will pay
BACAP Distributors, an administration fee, computed daily and payable monthly,
based on annual rate of each Portfolio's daily net assets as follows:
1. Money Market Portfolios: 0.10%
2. Fixed Income Portfolios (except Nations High Yield 0.22%
Bond Portfolio):
3. Domestic Equity Portfolios (including Nations High 0.23%
Yield Bond Portfolio):
4. International Portfolios: 0.22%
In addition to the asset-based fee set forth above, the Trust shall
reimburse BACAP Distributors and any sub-administrator engaged pursuant to
Paragraph 3 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 and such other out-of-pocket expenses as the
parties may agree to from time to time.
