As filed with the Securities and Exchange Commission
on March 7, 2000
Registration No. 333-09703; 811-07745
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 10 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 11 [X]
(Check appropriate box or boxes)
-----------------------
NATIONS LIFEGOAL FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
One NationsBank Plaza
33rd Floor
Charlotte, North Carolina 28255
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 626-2275
c/o The Corporation Trust Company
32 South Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis & Frankel
Morrison & Foerster LLP 919 3rd Avenue
2000 Pennsylvania Ave., N.W. New York, New York 10022
Suite 5500
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on (date) pursuant
to Rule 485(b), or to Rule 485(b), or
[ ] 60 days after filing pursuant [ ] on (date) pursuant
to Rule 485(a), or to Rule 485(a).
[ ] 75 days after filing pursuant to [ ] on (date) pursuant to
paragraph (a)(2) paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 10 to the Registration Statement of
Nations LifeGoal Funds, Inc. (the "Company") is being filed for the purpose of
filing all corporate documents and agreements for the Company. The prospectuses
and Statement of Additional Information for the Company are herein incorporated
by reference to Post-Effective Amendment No. 9, filed on November 15, 1999.
<PAGE>
NATIONS LIFEGOAL FUNDS, INC.
CROSS REFERENCE SHEET
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Part A
Item No. Prospectus
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1. Front and Back Cover Pages ................................. Front and Back Cover Pages
2. Risk/Return Summary: Investments, Risks
and Performance............................................. About this Prospectus
3. Risk/Return Summary: Fee Tables............................. About the Funds; Financial Highlights
4. Investment Objectives, Principal Investment
Strategies and Related Risks................................ About the Funds;
Other Important Information
5. Management's Discussion of Fund
Performance................................................. About the Funds
6. Management, Organization, and Capital Structure............. What's Inside; About the
Funds; How the Funds are Managed; About
your Investment
7. Shareholder Information..................................... About the Funds; About your
Investment
8. Distribution Arrangements................................... Information for Investors
9. Financial Highlights Information............................ Financial Highlights;
About the Funds
Part B
Item No.
- --------
10. Cover Page and Table of Contents............................ Cover Page and Table of Contents
11. Fund History................................................ Introduction
12. Description of the Fund and Its Investments
and Risks................................................... Additional Information on
Portfolio Investments
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13. Management of the Funds..................................... Trustees and Officers;
Investment Advisory, Administration,
Custody, Transfer Agency, Shareholder
Servicing and Distribution Agreements
14. Control Persons and Principal
Holders of Securities....................................... Not Applicable
15. Investment Advisory and Other Services...................... Investment Advisory,
Administration, Custody, Transfer Agency,
Shareholder Servicing And Distribution
Agreements
16. Brokerage Allocation and Other Practices.................... Portfolio Transactions and
Brokerage--General Brokerage Policy
17. Capital Stock and Other
Securities.................................................. Description Of Shares;
Investment Advisory, Administration,
Custody, Transfer Custody, Transfer
Agency, Shareholder Servicing And
Distribution Agreements
18. Purchase, Redemption and Pricing
of Shares................................................... Net Asset Value -- Purchases
And Redemptions; Distributor
19. Taxation of the Fund........................................ Additional Information Concerning
Taxes
20. Underwriters................................................ Investment Advisory,
Administration Custody, Transfer Agency
Shareholder Servicing And Distribution
Agreements; Distributor
21. Calculation of Performance Data............................. Additional Information on
Performance
22. Financial Statements........................................ Independent Accountant and
Reports
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Part C
Item No. Other Information
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Information required to be
included in Part C is set
forth under the appropriate
Item, so numbered, in
Part C of this Document
<PAGE>
NATIONS LIFEGOAL FUNDS, INC.
ONE BANK OF AMERICA PLAZA
33RD FLOOR
CHARLOTTE, NC 28255
1-800-626-2275
FORM N-1A
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS
All references to the "Registration Statement" in the following
list of Exhibits refer to the Registrant's Registration Statement on Form N-1A
(File Nos. 333-09703; 811-07745)
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EXHIBIT LETTER DESCRIPTION
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(a) ARTICLES OF INCORPORATION:
(a)(1) Amended and Restated Articles of Incorporation dated June 4, 1997, filed herewith.
(a)(2) Articles of Amendment dated October 15, 1996, filed herewith.
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(b) BYLAWS:
(b)(1) Bylaws dated July 11, 1996, last amended May 26, 1999, filed herewith.
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(c) INSTRUMENTS DEFINING RIGHTS OF SECURITIES HOLDERS:
Not Applicable
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(d) INVESTMENT ADVISORY CONTRACTS:
(d)(1) Investment Advisory Agreement between Banc of America Advisors, Inc. (formerly
NationsBanc Advisors, Inc.) ("BAAI") and Nations LifeGoal Funds, Inc.
("Registrant") dated October 15, 1996, filed herewith.
(d)(2) Sub-Advisory Agreement among BAAI, Banc of America Capital Management, Inc.
(formerly TradeStreet Investment Associates, Inc.) ("BACAP") and the Registrant
dated October 15, 1996, filed herewith.
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EXHIBIT LETTER DESCRIPTION
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(e) UNDERWRITING CONTRACT:
(e)(1) Distribution Agreement between the Registrant and Stephens Inc. ("Stephens") dated
October 15, 1996, filed herewith.
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(f) BONUS OR PROFIT SHARING CONTRACTS:
Not Applicable
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(g) CUSTODIAN AGREEMENT:
(g)(1) Custody Agreement between the Registrant and Bank of America, N.A. (formerly
NationsBank of Texas, N.A.) ("Bank of America") dated October 15, 1996, filed herewith.
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(h) OTHER MATERIAL CONTRACTS:
(h)(1) Co-Administration Agreement among the Registrant, Stephens and BAAI dated December 1,
1998, filed herewith.
(h)(2) Sub-Administration Agreement among the Registrant, The Bank of New
York ("BNY") and BAAI dated December 1, 1998,
filed herewith.
(h)(3) Transfer Agency and Services Agreement between PFPC Inc. (formerly First Data
Investor Services Group, Inc.) ("PFPC") and the Nations Funds family dated June 1,
1995, Schedule G dated February 14, 2000, filed herewith.
(h)(4) Adoption Agreement and Amendment to Transfer Agency and
Services Agreement dated October 15, 1996, filed
herewith.
(h)(5) Amendment to Transfer Agency and Services Agreement dated January 1, 1999, filed
herewith.
(h)(6) Sub-Transfer Agency Agreement between PFPC and Bank of America dated September 11, 1995,
Schedule A dated February 14, 2000, filed herewith.
(h)(7) Shareholder Servicing Plan relating to Investor B Shares, filed herewith.
(h)(8) Shareholder Servicing Plan relating to Investor C Shares, filed herewith.
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EXHIBIT LETTER DESCRIPTION
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(i) LEGAL OPINION
Not Applicable
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(j) OTHER OPINIONS
Not Applicable
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(k) OMITTED FINANCIAL STATEMENTS
Investment Letter, incorporated by reference to Pre-Effective Amendment No. 1,
filed October 9, 1996.
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(l) INITIAL CAPITAL AGREEMENTS:
Not Applicable
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(m) RULE 12B-1 PLANS:
(m)(1) Shareholder Administration Plan relating to Primary B Shares, filed herewith.
(m)(2) Shareholder Servicing and Distribution Plan relating to Investor A Shares, filed
herewith.
(m)(3) Distribution Plan relating to Investor B Shares, filed herewith.
(m)(4) Distribution Plan relating to Investor C Shares, filed herewith.
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(n) FINANCIAL DATA SCHEDULE:
Not Applicable
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(o) RULE 18F-3 PLAN:
(o)(1) Rule 18f-3 Multi-Class Plan amended May 26, 1999, filed herewith.
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(p) Powers of Attorney for Edmund L. Benson, Charles B. Walker, A. Max Walker, Thomas
S. Word, Jr., William H. Grigg, James Ermer, Thomas F. Keller, Carl E. Mundy, Jr.,
James B. Sommers, Cornelius J. Pings and William P. Carmichael, filed herewith.
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ITEM 24. PERSONS CONTROLLED BY OF UNDER COMMON CONTROL WITH THE FUND
No person is controlled by or under common control with the
Registrant.
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ITEM 25. INDEMNIFICATION
The following paragraphs of Article VIII of the Registrant's
Amended and Restated Articles of Incorporation provide:
The Corporation shall indemnify (1) its Directors and officers,
whether serving the Corporation or at its request any other entity, to the full
extent required or permitted by the General Laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law, and (2) its other employees and agents to
such extent as shall be authorized by the Board of Directors or the
Corporation's Bylaws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such Bylaws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of these
Articles of Incorporation of the Corporation shall limit or eliminate the right
to indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal. Nothing contained herein shall be
construed to authorize the Corporation to indemnify any Director or officer of
the Corporation against any liability to the Corporation or to any holders of
securities of the Corporation to which he is subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. Any indemnification by the Corporation
shall be consistent with the requirements of law, including the Investment
Company Act of 1940, as amended (the "1940 Act").
To the fullest extent permitted by Maryland statutory and
decisional law and the 1940 Act, as amended or interpreted, no Director or
officer of the Corporation shall be personally liable to the Corporation or its
stockholders for money damages; provided, however, that nothing herein shall be
construed to protect any Director or officer of the Corporation against any
liability to which such Director or officer would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office. No amendment, modification or
repeal of this Article VIII shall adversely affect any right or protection of a
Director or officer that exists at the time of such amendment, modification or
repeal.
Under the terms of Maryland Corporation Law and the Registrant's
Amended and Restated Articles of Incorporation and Bylaws provide for the
indemnification of the Registrant's directors and employees. Indemnification of
the Registrant's administrators, distributor, custodian, and transfer agents is
provided for, respectively, in the Registrant's:
1. Co-Administration Agreement with Stephens and BAAI;
2. Sub-Administration Agreement with BNY and BAAI;
3. Distribution Agreement with Stephens;
C-4
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4. Custody Agreement with Bank of America;
5. Transfer Agency and Services Agreement with PFPC; and
6. Sub-Transfer Agency and Services Agreement with PFPC and Bank of America.
Promptly after receipt by an indemnified party above of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission to so notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in such case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation.
The Registrant has obtained from a major insurance carrier a
directors' and officers' liability policy covering certain types of errors and
omissions. In no event will the Registrant indemnify any of its directors,
officers, employees, or agents against any liability to which such person would
otherwise be subject by reason of his/her willful misfeasance, bad faith, gross
negligence in the performance of his/her duties, or by reason of his/her
reckless disregard of the duties involved in the conduct of his/her office or
arising under his agreement with the Registrant. The Registrant will comply with
Rule 484 under the Securities Act of 1933, as amended (the "1933 Act") and
Release No. 11330 under the 1940 Act, in connection with any indemnification.
Insofar as indemnification for liability arising under the 1933
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
C-5
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ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
To the knowledge of the Registrant, none of the directors or
officers of BAAI, the adviser to the Registrant's portfolios, or BACAP, the
investment sub-adviser, except those set forth below, are or have been, at any
time during the past two calendar years, engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
directors and officers also hold various positions with, and engage in business
for, the company that owns all the outstanding stock (other than directors'
qualifying shares) of BAAI or BACAP, respectively, or other subsidiaries of Bank
of America Corporation.
(a) BAAI performs investment advisory services for the Registrant
and certain other customers. BAAI is a wholly-owned subsidiary of Bank of
America, which in turn is a wholly-owned banking subsidiary of Bank of America
Corporation. Information with respect to each director and officer of the
investment adviser is incorporated by reference to Form ADV filed by BAAI with
the SEC pursuant to the Investment Advisers Act of 1940, as amended (the
"Advisers Act") (file no. 801-49874).
(b) BACAP performs investment sub-advisory services for the
Registrant and certain other customers. BACAP is a wholly-owned subsidiary of
Bank of America Corporation. Information with respect to each director and
officer of the investment sub-adviser is incorporated by reference to Form ADV
filed by BACAP (formerly TradeStreet Investment Associates, Inc.) with the SEC
pursuant to the Advisers Act (file no. 801-50372).
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Stephens, distributor for the Registrant, does not presently
act as investment adviser for any other registered investment companies, but
does act as distributor for Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations Annuity Trust, Nations Funds Trust, Wells Fargo Trust, Wells
Fargo Variable Trust, and is the exclusive placement agent for Master Investment
Trust, Managed Series Investment Trust, Wells Fargo Core Trust, Nations Master
Investment Trust and Master Investment Portfolio, all of which are registered
open-end management investment companies, and has acted as principal underwriter
for the Liberty Term Trust, Inc., Nations Government Income Term Trust 2003,
Inc., Nations Government Income Term Trust 2004, Inc. and the Managed Balanced
Target Maturity Fund, Inc., closed-end management investment companies.
(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV filed by Stephens
with the SEC pursuant to the 1940 Act (file No. 501-15510).
(c) Not applicable.
C-6
<PAGE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
(1) BAAI, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment adviser and
co-administrator).
(2) BACAP, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment sub-adviser).
(3) Stephens, 111 Center Street, Little Rock, AR 72201 (records
relating to its function as distributor and co-administrator).
(4) Bank of America, One Bank of America Plaza, Charlotte, NC 28255
(records relating to its function as custodian and sub-transfer
agent).
(5) PFPC, 400 Bellevue Parkway, Wilmington, DE 19809 (records relating
to its function as transfer agent).
(6) BNY, 100 Church Street, New York, NY 10286 (records relating to
its function as sub-administrator).
ITEM 29. MANAGEMENT SERVICES
Not Applicable
ITEM 30. UNDERTAKINGS
Not Applicable
C-7
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Little
Rock, State of Arkansas on the 6th day of March, 2000.
NATIONS LIFEGOAL FUNDS, INC.
By: *
-------------------------------------------------
A. Max Walker
President and Chairman of the Board of Directors
By: /s/ Richard H. Blank, Jr.
-------------------------------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
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SIGNATURES TITLE DATE
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* President and Chairman March 6 , 2000
- ---------------------------------- of the Board of Directors
(A. Max Walker) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Treasurer and Secretary March 6 , 2000
- ---------------------------------- (Principal Financial and Accounting Officer)
(Richard H. Blank, Jr.)
* Director March 6 , 2000
- ----------------------------------
(Edmund L. Benson, III)
* Director March 6 , 2000
- ----------------------------------
(James Ermer)
* Director March 6 , 2000
- ----------------------------------
(William H. Grigg)
* Director March 6 , 2000
- ----------------------------------
(Thomas F. Keller)
* Director March 6 , 2000
- ----------------------------------
(Carl E. Mundy, Jr.)
* Director March 6 , 2000
- ----------------------------------
(Cornelius J. Pings)
* Director March 6 , 2000
- ----------------------------------
(Charles B. Walker)
* Director March 6 , 2000
- ----------------------------------
(Thomas S. Word)
* Director March 6 , 2000
- ----------------------------------
(James B. Sommers)
/s/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
*Attorney-in-Fact
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<PAGE>
Nations LifeGoal Funds, Inc.
Exhibit Index
Exhibit No. Description
- ----------- -----------
EX-99.A1 Amended and Restated Articles of Incorporation
EX-99.A2 Articles of Amendment
EX-99.B1 By-Laws
EX-99.D1 Investment Advisory Agreement
EX-99.D2 Sub-Advisory Agreement - TradeStreet
EX-99.E1 Distribution Agreement
EX-99.G1 Custody Agreement
EX-99.H1 Co-Administration Agreement
EX-99.H2 Sub-Administration Agreement
EX-99.H3 Transfer Agency Agreement
EX-99.H4 Adoption Agreement
EX-99.H5 Amendment to Transfer Agency Agreement
EX-99.H6 Sub-Transfer Agency Agreement
EX-99.H7 Shareholder Servicing Plan--Investor B Shares
EX-99.H8 Shareholder Servicing Plan--Investor C Shares
EX-99.M1 Shareholder Administration Plan
EX-99.M2 Shareholder Servicing and Distribution Plan
EX-99.M3 Distribution Plan--Investor B Shares
EX-99.M4 Distribution Plan--Investor C Shares
EX-99.O1 Rule 18f-3 Plan
EX-99.P Powers of Attorney
EXHIBIT 99.A1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NATIONS LIFEGOAL FUNDS, INC.
DATED JUNE 4, 1997
I.
WHEREAS, the Board of Directors of NATIONS LIFEGOAL FUNDS, INC. (the
"Corporation") approved the establishment of a new class of shares at a meeting
of the Board of Directors on June 4, 1997, and desires to amend the
Corporation's Articles of Incorporation as currently in effect (sometimes
referred to herein as the "Charter" or "Articles of Incorporation") to reflect
the establishment of such class; and
WHEREAS, the Board of Directors desires to restate the Corporation's
Charter as currently in effect; and
WHEREAS, a majority of the Corporation's entire Board of Directors
approved the amendment and restatement of the Charter and authorized the filing
of the amended and restated Charter in accordance with Section 2-609 of the
Corporations and Associations Article of the Annotated Code of Maryland (the
"Code") and no stock entitled to be voted on the amendment was outstanding or
subscribed for at the time of approval.
NOW THEREFORE, the undersigned hereby certifies to the Department of
Assessments and Taxation of the State of Maryland that:
FIRST: The Board of Directors, pursuant to a resolution duly adopted by
a majority of the Corporation's Board of Directors at a regular meeting of the
Board held on June 4, 1997, and in accordance with Sections 2-105 (c) and
2-208.1 of the Code, authorized the appropriate Officers of the Corporation to
take such action as necessary to increase the number of authorized shares of
common stock of the Corporation to one billion, five hundred million
(1,500,000,000) shares, all of which have a par value of one-tenth of one cent
($.001) per share, having an aggregate par value of one million, five hundred
thousand dollars ($1,500,000.00).
SECOND: The Board of Directors has duly classified three hundred
million (300,000,000) shares of the authorized, unissued and unclassified shares
of common stock of the Corporation into a newly established class, Investor B
shares, and has provided for the issuance of such shares, as set forth below:
THIRD: The following comprises the Corporation's Amended and Restated
Articles of Incorporation:
<PAGE>
INCORPORATOR
Rita W. Morales, as incorporator, whose mailing address is 2000
Pennsylvania Avenue, N.W., Washington, D.C., 20006, being at least 18 years of
age, formed the corporation under and by virtue of the General Laws of the State
of Maryland, and such Articles of Incorporation were filed with the Maryland
Department of Assessments and Taxation on July 3, 1996.
II.
NAME
The name of the corporation is Nations LifeGoal Funds, Inc. (the
"Corporation").
III.
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed and the
business or objects to be transacted, carried on and promoted by it are:
(a) To conduct and carry on the business of an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act").
(b) To hold, invest and reinvest its assets in securities and other
investments including holding part or all of its assets in cash, including
foreign currencies.
(c) To issue and sell shares of its capital stock in such accounts and
on such terms and conditions and for such purposes and for such amount or kind
of consideration (including, without limitation, securities) now or hereafter
permitted by law.
(d) To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the shareholders
of the Corporation) shares of its capital stock, in any manner and to the extent
now or hereafter permitted by law and by these Articles of Incorporation.
(e) To do any and all such acts or things and to exercise any and all
such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of the purposes stated in this Article.
The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the terms of any other
clause of this or any other Article of these Articles of Incorporation, and
shall each be regarded as independent; and they are intended to be and shall be
construed as powers as well as purposes and objects of the Corporation and shall
be in addition to, and not in limitation of, the general powers of corporations
under the laws of the State of Maryland.
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IV.
PRINCIPAL OFFICE AND PLACE OF BUSINESS
The present address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202.
V.
RESIDENT AGENT
The name and address of the Corporation's resident agent is The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202. Said
resident agent is a Maryland corporation.
VI.
CAPITAL STOCK
(a) Immediately prior to the classification of the Investor B Shares,
the shares of the Corporation and its series were allocated as follows:
Series Number of Shares
LifeGoal Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
LifeGoal Balanced Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
LifeGoal Income and Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
Unclassified 0
------------
TOTAL 1,200,000,000
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Immediately after the classification of the Investor B Shares, the
total number of shares of capital stock which the Corporation is authorized to
issue is one billion five hundred million (1,500,000,000) shares of the par
value of $.001 per share allocated to the series as follows. (Such classes, and
any further classes from time to time created by the Board of Directors being
referred to individually herein as a "class").
Series Number of Shares
LifeGoal Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor B 100,000,000
Investor C 100,000,000
LifeGoal Balanced Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor B 100,000,000
Investor C 100,000,000
LifeGoal Income and Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor B 100,000,000
Investor C 100,000,000
Unclassified 0
------------
TOTAL 1,500,000,000
The Board of Directors of the Corporation is hereby empowered to
increase or decrease, from time to time, the total number of shares of capital
stock or the number of shares of capital stock of any series or class that the
Corporation shall have authority to issue without any action by the
shareholders.
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<PAGE>
(b) Any fractional share shall carry proportionately all the rights of
a whole share, excepting any right to receive a certificate evidencing such
fractional share, but including the right to vote and the right to receive
dividends.
(c) All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of these Amended and Restated
Articles of Incorporation and the Bylaws of the Corporation.
(d) As used in these Amended and Restated Articles of Incorporation, a
"series" of shares represents interests in the same assets, liabilities, income,
earnings and profits of the Corporation; each "class" of shares of a series
represents interests in the same underlying assets, liabilities, income,
earnings and profits, but may differ from other classes of such series with
respect to fees and expenses or such other matters as shall be established by
the Board of Directors. The Board of Directors shall have authority to classify
and reclassify any authorized but unissued shares of capital stock from time to
time by setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications or terms or conditions of redemption of the capital
stock. Subject to the provisions of Section (e) of this Article VI and
applicable law, the power of the Board of Directors to classify or reclassify
any of the shares of capital stock shall include, without limitation, authority
to classify or reclassify any such stock into one or more series of capital
stock and to divide and classify shares of any series into one or more classes
of such series, by determining, fixing or altering one or more of the following:
1. The distinctive designation of such class or series and
the number of shares to constitute such class or series; provided
that, unless otherwise prohibited by the terms of such class or
series, the number of shares of any class or series may be
decreased by the Board of Directors in connection with any
classification or reclassification of unissued shares and the
number of shares of such class or series may be increased by the
Board of Directors in connection with any such classification or
reclassification, and any shares of any class or series which have
been redeemed, purchased or otherwise acquired by the Corporation
shall remain part of the authorized capital stock and be subject
to classification and reclassification as provided herein;
2. Whether or not and, if so, the rates, amounts and times
at which, and the conditions under which, dividends shall be
payable on shares of such class or series;
3. Whether or not shares of such class or series shall have
voting rights in addition to any general voting rights provided by
law and these Articles of Incorporation of the Corporation and, if
so, the terms of such additional voting rights;
4. The rights of the holders of shares of such class or
series upon the liquidation, dissolution or winding up of the
affairs of, or upon a distribution of the assets of, the
Corporation.
-5-
<PAGE>
(e) Shares of capital stock of the Corporation shall have the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption:
1. Assets Belonging to a Series. All consideration received
by the Corporation for the issue or sale of stock of any series of
capital stock, together with all assets in which such
consideration is invested and reinvested, income, earnings,
profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any funds or
payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to the
series of shares of capital stock with respect to which such
assets, payments or funds were received by the Corporation for all
purposes, subject only to the rights of creditors, and shall be so
handled upon the books of account of the Corporation. Such
consideration, assets, income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment
of such proceeds in whatever form, are herein referred to as
"assets belonging to" such series. Any assets, income, earnings,
profits, and proceeds thereof, funds or payments which are not
readily attributable to any particular series shall be allocable
among any one or more of the series in such manner and on such
basis as the Board of Directors, in its sole discretion, shall
deem fair and equitable.
2. Liabilities Belonging to a Series. The assets belonging
to any series of capital stock shall be charged with the
liabilities in respect of such series and shall also be charged
with such series' share of the general liabilities of the
Corporation determined as hereinafter provided. The determination
of the Board of Directors shall be conclusive as to the amount of
such liabilities, including the amount of accrued expenses and
reserves; as to any allocation of the same to a given series; and
as to whether the same are allocable to one or more series. The
liabilities so allocated to a series are herein referred to as
"liabilities belonging to" such series. Any liabilities which are
not readily attributable to any particular series shall be
allocable among any one or more of the series in such manner and
on such basis as the Board of Directors, in its sole discretion,
shall deem fair and equitable.
3. Dividends and Distributions. Shares of each series of
capital stock shall be entitled to such dividends and
distributions, in stock or in cash or both, as may be declared
from time to time by the Board of Directors, acting in its sole
discretion, with respect to such series, provided, however, that
dividends and distributions on shares of a series of capital stock
shall be paid only out of the lawfully available "assets belonging
to" such series as such phrase is defined in Section (e)(1) of
this Article VI.
4. Liquidating Dividends and Distributions. In the event of
the liquidation or dissolution of the Corporation, shareholders of
each series of capital stock shall be entitled to receive, as a
series, out of the assets of the Corporation available for
distribution to shareholders, but other than general assets not
belonging to any particular series of capital stock, the assets
belonging to such series; and the assets so distributable to the
shareholders of any series of capital stock shall be distributed
among such shareholders in proportion to the number of shares of
such series held by them and recorded on the books of the
Corporation. In the event that there are any general assets not
belonging to any particular series of capital stock and available
for distribution, such distribution shall be made to the holders
of stock of all series of capital stock in proportion to the asset
value of the respective series of capital stock determined as
hereinafter provided.
-6-
<PAGE>
5. Voting. Each shareholder of each series of capital stock
shall be entitled to one vote for each share of capital stock,
irrespective of the class, then standing in his name on the books
of the Corporation, and on any matter submitted to a vote of
shareholders, all shares of capital stock then issued and
outstanding and entitled to vote shall be voted in the aggregate
and not by series except that: (i) when expressly required by law,
shares of capital stock shall be voted by individual class or
series and (ii) only shares of capital stock of the respective
series or class or classes affected by a matter shall be entitled
to vote on such matter. At all meetings of the shareholders, the
holders of one-third of the shares of capital stock of the
Corporation entitled to vote at the meeting, present in person or
by proxy, shall constitute a quorum for the transaction of any
business, except as otherwise provided by statute or by these
Articles of Incorporation. In the absence of a quorum no business
may be transacted, except that the holders of a majority of the
shares of capital stock present in person or by proxy and entitled
to vote may adjourn the meeting from time to time, without notice
other than announcement at the meeting except as otherwise
required by these Articles of Incorporation or the Bylaws, until
the holders of the requisite amount of shares of capital stock
shall be present. At any such adjourned meeting at which a quorum
may be present any business may be transacted which might have
been transacted at the meeting as originally called. The absence
from any meeting, in person or by proxy, of holders of the number
of shares of capital stock of the Corporation in excess of the
quorum which may be required by the laws of the State of Maryland,
the 1940 Act, or other applicable statute, these Articles of
Incorporation or the Bylaws, for action upon any given matter
shall not prevent action at such meeting upon any other matter or
matters which may properly come before the meeting, if there shall
be present at the meeting, in person or by proxy, holders of the
number of shares of capital stock of the Corporation required for
action in respect of such other matter or matters.
-7-
<PAGE>
6. Redemption. To the extent the Corporation has funds or
other property legally available therefor, each holder of shares
of capital stock of the Corporation shall be entitled to require
the Corporation to redeem all or any part of the shares standing
in the name of such holder on the books of the Corporation, at the
redemption price of such shares as in effect from time to time as
may be determined by the Board of Directors of the Corporation in
accordance with the provisions hereof, subject to the right of the
Board of Directors of the Corporation to suspend the right of
redemption of shares of capital stock of the Corporation or
postpone the date of payment of such redemption price in
accordance with provisions of applicable law. Without limiting the
generality of the foregoing, the Corporation shall, to the extent
permitted by applicable law, have the right at any time to redeem
the shares owned by any holder of capital stock of the Corporation
if the value of such shares in the account of such holder is less
than the minimum initial investment amount applicable to that
account as set forth in the Corporation's current registration
statement under the 1940 Act, and subject to such further terms
and conditions as the Board of Directors of the Corporation may
from time to time adopt. The redemption price of shares of capital
stock of the Corporation shall, except as otherwise provided in
this Section (e)(6), be the net asset value thereof as determined
by, or pursuant to methods approved by, the Board of Directors of
the Corporation from time to time in accordance with the
provisions of applicable law, less such redemption fee or other
charge, if any, as may be specified in the Corporation's current
registration statement under the 1940 Act for that class or
series. Payment of the redemption price shall be made in cash by
the Corporation at such time and in such manner as may be
determined from time to time by the Board of Directors of the
Corporation unless, in the opinion of the Board of Directors,
which shall be conclusive, conditions exist which make payment
wholly in cash unwise or undesirable; in such event the
Corporation may make payment wholly or partly by securities or
other property included in the assets belonging or allocable to
the series of the shares redemption of which is being sought, the
value of which shall be determined as provided herein.
7. Conversion. Shares of a series or class of capital stock
of the Corporation shall be convertible into shares of another
series or class of capital stock of the Corporation upon such
terms and at such time as may be determined from time to time by
the Board of Directors of the Corporation and described in the
Corporation's then current registration statement under the 1940
Act for that series or class.
VII.
DIRECTORS
The number of Directors of the Corporation shall initially be eight
(8), which number may, from time to time be, increased or decreased pursuant to
the Bylaws of the Corporation, but shall never be less than the minimum number
permitted by the General Laws of the State of Maryland as now or hereafter in
force. The names of the Directors who will serve until the first shareholders
meeting or until their successors are elected and qualified are as follows:
A. Max Walker
Edmund L. Benson, III
James Ermer
William H. Grigg
Thomas F. Keller
Carl E. Mundy, Jr.
Charles B. Walker
Thomas S. Word, Jr.
-8-
<PAGE>
VIII.
PROVISIONS FOR DEFINING, LIMITING AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND OF THE
DIRECTORS AND SHAREHOLDERS
The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
Directors and shareholders:
(a) No holder of any stock or any other securities of the Corporation,
whether now or hereafter authorized, shall have any preemptive right to
subscribe for or purchase any stock or any other securities of the Corporation
other than such, if any, as the Board of Directors, in its sole discretion, may
determine and at such price or prices and upon such other terms as the Board of
Directors, in its sole discretion, may fix; and any stock or other securities
which the Board of Directors may determine to offer for subscription may, as the
Board of Directors in its sole discretion shall determine, be offered to the
holders of any class, series or type of stock or other securities at the time
outstanding to the exclusion of the holders of any or all other classes, series
or types of stock or other securities at the time outstanding.
(b) The Board of Directors of the Corporation shall have power from
time to time and in its sole discretion to determine, in accordance with sound
accounting practice, what constitutes annual or other net income, profits,
earnings, surplus or net assets; to fix and vary from time to time the amount to
be reserved as working capital, or determine that retained earnings or surplus
shall remain in the hands of the Corporation; to set apart out of any funds of
the Corporation such reserve or reserves in such amount or amounts and for such
proper purpose or purposes as it shall determine and to abolish any such reserve
or any part thereof; to distribute and pay distributions or dividends in stock,
cash or other securities or property, out of surplus or any other funds or
amounts legally available therefor, at such times and to the shareholders of
record on such dates as it may from to time determine; and to determine whether
and to what extent and at what times and places and under what conditions and
regulations the books, accounts and documents of the Corporation, or any of
them, shall be open to the inspection of shareholders, except as otherwise
provided by statute or by the Bylaws, and, except as so provided, no shareholder
shall have any right to inspect any book, account or document of the Corporation
unless authorized so to do by resolution of the Board of Directors.
(c) The Board of Directors of the Corporation may establish in its
absolute discretion the basis or method for determining the value of the assets
belonging to any series, and the net asset value of each share of capital stock
of each series and class for purposes of sales, redemptions, repurchases of
shares or otherwise.
-9-
<PAGE>
(d) Any Director or officer, individually, or any firm of which any
Director or officer may be a member, or any corporation, trust or association of
which any Director or officer may be an officer or Director or in which any
Director or officer may be directly or indirectly interested as the holder of
any amount of its capital stock or otherwise, may be a party to, or may be
financially or otherwise interested in, any contract or transaction of the
Corporation; and any such Director or officer of the Corporation may be counted
in determining the existence of a quorum at the meeting of the Board of
Directors of the Corporation or a committee thereof which shall authorize any
such contract or transaction, and may vote thereat to authorize any such
contract or transaction, and such transaction or contract shall not as a result
be void or voidable provided either
(i) the fact of the common directorship or interest is
disclosed or known to: (a) the Board of Directors or the committee
and the Board or committee authorizes, approves, or ratifies the
contract or transaction by the affirmative vote of a majority of
disinterested Directors, even if the disinterested Directors
constitute less than a quorum; or (b) the shareholders entitled to
vote, and the contract or transaction is authorized, approved, or
ratified by a majority of the votes cast by the shareholders
entitled to vote other than the votes of shares owned of record or
beneficially by the interested Director or corporation, firm, or
other entity; or
(ii) the contract or transaction is fair and reasonable to
the Corporation.
In furtherance and not in limitation of the foregoing, the Board of
Directors of the Corporation is expressly authorized to contract for management
services of any nature, with respect to the conduct of the business of the
Corporation with any entity, person or company, incorporated or unincorporated,
on such terms as the Board of Directors may deem desirable. Any such contract
may provide for the rendition of management services of any nature with respect
to the conduct of the business of the Corporation, and for the management or
direction of the business and activities of the Corporation to such extent as
the Board of Directors may determine, whether or not the contract involves
delegation of functions usually or customarily performed by the Board of
Directors or officers of the Corporation or of a corporation organized under the
laws of Maryland. The Board of Directors is further expressly authorized to
contract with any person or company on such terms as the Board of Directors may
deem desirable for the distribution of shares of the Corporation and to contract
for other services, including, without limitation, services as custodian of the
Corporation's assets and as transfer agent for the Corporation's shares, with
any entity(ies), person(s) or company(ies), incorporated or unincorporated, on
such terms as the Directors may deem desirable. Any entity, person or company
which enters into one or more of such contracts may also perform similar or
identical services for other investment companies and other persons and entities
without restriction by reason of the relationship with the Corporation unless
the contract expressly provides otherwise.
(e) Any contract, transaction, or act of the Corporation or of the
Board of Directors which shall be ratified by a majority of a quorum of the
shareholders having voting powers at any annual meeting, or at any special
meeting called for such purpose, shall so far as permitted by law be as valid
and as binding as though ratified by every shareholder of the Corporation.
-10-
<PAGE>
(f) Unless the Bylaws otherwise provide, any officer or employee of the
Corporation (other than a Director) may be removed at any time with or without
cause by the Board of Directors or by any committee or superior officer upon
whom such power of removal may be conferred by the Bylaws or by authority of the
Board of Directors.
(g) Notwithstanding any provision of law requiring the authorization of
any action by a greater proportion than a majority of the total number of shares
of any series or class, or of all classes or series of capital stock, or by the
total number of such shares, such action shall be valid and effective if
authorized by the affirmative vote of the holders of a majority of the total
number of shares outstanding and entitled to vote thereon.
(h) The Corporation shall indemnify (1) its Directors and officers,
whether serving the Corporation or at its request any other entity, to the full
extent required or permitted by the General Laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law, and (2) its other employees and agents to
such extent as shall be authorized by the Board of Directors or the
Corporation's Bylaws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such Bylaws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of these
Amended and Restated Articles of Incorporation of the Corporation shall limit or
eliminate the right to indemnification provided hereunder with respect to acts
or omissions occurring prior to such amendment or repeal. Nothing contained
herein shall be construed to authorize the Corporation to indemnify any Director
or officer of the Corporation against any liability to the Corporation or to any
holders of securities of the Corporation to which he is subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office. Any indemnification by the
Corporation shall be consistent with the requirements of law, including the 1940
Act.
(i) To the fullest extent permitted by Maryland statutory and
decisional law and the 1940 Act, as amended or interpreted, no Director or
officer of the Corporation shall be personally liable to the Corporation or its
stockholders for money damages; provided, however, that nothing herein shall be
construed to protect any Director or officer of the Corporation against any
liability to which such Director or officer would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office. No amendment, modification or
repeal of this Article VIII shall adversely affect any right or protection of a
Director or officer that exists at the time of such amendment, modification or
repeal.
(j) In addition to the powers and authority hereinbefore, hereinafter
or by statute expressly conferred upon them, the Board of Directors may exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the express provisions of the laws of
Maryland, of these Amended and Restated Articles of Incorporation and of the
Bylaws of the Corporation.
-11-
<PAGE>
(k) The Corporation reserves the right from time to time to make any
amendments of its Articles of Incorporation which may now or hereafter be
authorized by law, including any amendments changing the terms or contract
rights, as expressly set forth in its Articles of Incorporation, of any of its
outstanding stock by classification, reclassification or otherwise but no such
amendment which changes such terms or contract rights of any of its outstanding
stock shall be valid unless such amendment shall have been authorized by not
less than a majority of the aggregate number of the votes entitled to be cast
thereon, by a vote at a meeting or in writing with or without a meeting.
(l) The Corporation shall not be required to hold an annual meeting of
shareholders in any year in which the laws of Maryland do not require that such
a meeting be held.
The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of these Amended and Restated Articles of Incorporation of the
Corporation, or construed as or deemed by inference or otherwise in any manner
to exclude or limit any powers conferred upon the Board of Directors under the
General Laws of the State of Maryland now or hereafter in force.
IX.
DURATION OF THE CORPORATION
The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, the Corporation has caused these presents to be
signed in its name and on its behalf by its President and witnessed by its
Secretary on the 4th day of June, 1997.
WITNESS: NATIONS LIFEGOAL FUNDS, INC.
/s/ Richard H. Blank, Jr. By: /s/ A. Max Walker
- ---------------------------------------- -----------------
Richard H. Blank, Jr., Secretary A. Max Walker
THE UNDERSIGNED, President of the Corporation, who executed on behalf
of the Corporation Amended and Restated Articles of Incorporation, hereby
acknowledges in the name and on behalf of said Corporation the foregoing Amended
and Restated Articles of Incorporation to be the corporate act of said
Corporation and hereby certifies that the matters and facts set forth herein
with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
-12-
<PAGE>
/s/ A. Max Walker
----------------------
A. Max Walker
-13-
EXHIBIT 99.A2
NATIONS LIFEGOAL FUNDS, INC.
ARTICLES OF AMENDMENT
RENAMING EXISTING SERIES OF CAPITAL STOCK
OF THE CORPORATION
Nations LifeGoal Funds, Inc., a Maryland corporation having its
principal office in Maryland at The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940.
SECOND: Pursuant to authority expressly vested in the Board of
Directors by the Articles of Incorporation of the Corporation (the "Charter")
and Section VI(d)(1) and Section VIII(k) thereto, and in accordance with
Sections 2-605 and 2-607 of the Corporations and Associations Article of the
Annotated Code of Maryland (the "Code"), and pursuant to resolutions duly
adopted on October 11-12, 1996, the Board of Directors of the Corporation has
taken the following actions, which are expressly limited to changes permitted by
Section 2-605(a)(4) of the Code to be made without action by the stockholders:
(1) renamed four hundred million (400,000,000) shares of the
Corporation's authorized, classified and designated shares, with a
par value of $.001 per share, currently classified and named as
shares of the "Nations Capital Accumulator Fund", as shares of the
"LifeGoal Growth Portfolio";
(2) renamed four hundred million (400,000,000) shares of the
Corporation's authorized, classified and designated shares, with a
par value of $.001 per share, currently classified and named as
shares of the "Nations Conservative Growth Fund", as shares of the
"LifeGoal Balanced Growth Portfolio";
(3) renamed four hundred million (400,000,000) shares of the
Corporation's authorized, classified and designated shares, with a
par value of $.001 per share, currently classified and named as
shares of the "Nations Income and Managed Growth Fund", as shares
of the "LifeGoal Income and Growth Portfolio";
<PAGE>
THIRD: The shares classified and renamed in Article SECOND hereto
shall have the same preferences, conversions and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as each previously authorized and classified Series and
Class of the Corporation.
FOURTH: In connection with Article SECOND hereto, the Corporation
provides the following information:
Prior to the renaming, the number of shares of each Series and
Class of the Corporation was as follows:
Series Number of Shares
Nations Capital Accumulator Fund
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
Nations Conservative Growth Fund
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
Nations Income and Managed Growth Fund
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
Unclassified 0
------------
TOTAL 1,200,000,000
FIFTH: After the renaming, the number of shares of each Series and
Class of the Corporation was as follows:
Series Number of Shares
LifeGoal Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
2
<PAGE>
Series Number of Shares
LifeGoal Balanced Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
LifeGoal Income and Growth Portfolio
Primary A 100,000,000
Primary B 100,000,000
Investor A 100,000,000
Investor C 100,000,000
Unclassified 0
------------
TOTAL 1,200,000,000
SIXTH: The total number of shares the Corporation is authorized to
issue remains at one billion, two hundred million (1,200,000,000) shares and the
aggregate par value of all shares having a par value remains at one million two
hundred thousand dollars ($1,200,000).
SEVENTH: The Board of Directors has duly authorized the filing of
these Articles of Amendment.
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed
in its name and on its behalf by its President and witnessed by its Secretary as
of the 15th day of October 1996.
WITNESS: NATIONS LIFEGOAL FUNDS, INC.
/s/Richard H. Blank, Jr. By: /s/ A. Max Walker
- ------------------------------------------- -----------------
Richard H. Blank, Jr. A. Max Walker
Secretary President
3
<PAGE>
THE UNDERSIGNED, President of Nations LifeGoal Funds, Inc., who
executed on behalf of the Corporation the Articles of Amendment of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles of Amendment to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury, and that the Board of
Directors of the Corporation has duly authorized the filing of these Articles of
Amendment.
/s/ A. Max Walker
-------------------------------
A. Max Walker
President
4
EXHIBIT 99.B
I N D E X
Section and Title Page
Article I. SHAREHOLDERS
1.1 Annual Meetings .............................................1
1.2 Special Meetings ............................................1
1.3 Place of Meetings ...........................................1
1.4 Notice of Meetings ..........................................1
1.5 Quorum ......................................................2
1.6 Votes Required ..............................................2
1.7 Proxies .....................................................2
1.8 List of Shareholders ........................................3
1.9 Voting ......................................................3
1.10 Action by Shareholders Other than at a
Meeting .....................................................3
Article II. BOARD OF DIRECTORS
2.1 Powers ......................................................4
2.2 Number of Directors .........................................4
2.3 Election of Directors .......................................4
2.4 Regular Meetings ............................................4
2.5 Special Meetings ............................................4
2.6 Notice of Meetings ..........................................5
2.7 Quorum ......................................................5
2.8 Vacancies ...................................................5
2.9 Compensation and Expenses ...................................6
2.10 Action by Directors Other than at a Meeting .................6
2.11 Audit Committee .............................................6
2.12 Nominating Committee of Directors ...........................7
2.13 Other Committees ............................................7
2.14 Holding of Meetings by Conference Telephone Call ............7
2.15 Qualification of Directors ..................................7
i
<PAGE>
Article III. OFFICERS
3.1 Executive Officers ..........................................8
3.2 Chairman and Vice Chairman of the Board......................8
3.3 President ...................................................8
3.4 Vice Presidents .............................................8
3.5 Chief Operating Officer .....................................9
3.6 Secretary and Assistant Secretaries .........................9
3.7 Treasurer and Assistant Treasurers ..........................9
3.8 Subordinate Officers .......................................10
3.9 Removal ....................................................10
Article IV. STOCK
4.1 Certificates ...............................................10
4.2 Transfers ..................................................11
4.3 Stock Ledgers ..............................................11
4.4 Record Dates ...............................................11
Article V. GENERAL PROVISIONS
5.1 Dividends ..................................................11
5.2 Checks .....................................................12
5.3 Fiscal Year ................................................12
5.4 Custodian ..................................................12
5.5 Seal ...................................................12
5.6 Representation of Shares ...................................12
5.7 Prohibited Transactions ....................................12
5.8 Bonds ...................................................13
5.9 Annual Statement of Affairs ................................13
Article VI. AMENDMENT OF BYLAWS
ii
<PAGE>
AMENDED AND RESTATED
BYLAWS
OF
NATIONS LIFEGOAL FUNDS, INC.
<PAGE>
BYLAWS
OF
NATIONS LIFEGOAL FUNDS, INC.
(the "Corporation")
ARTICLE I
SHAREHOLDERS
SECTION 1.1 ANNUAL MEETINGS. The Corporation is not required to
hold an annual meeting of shareholders in any year in which the election of
directors is not required to be acted upon by shareholders under the Investment
Company Act of 1940, as amended (the "1940 Act"). If such action is required to
be acted upon under the 1940 Act, then such meeting (or the first such meeting
in any year) shall be designated as the annual meeting of shareholders for that
year. Except as the Articles of Incorporation or statute provides otherwise, any
business may be considered at an annual meeting without the purpose of the
meeting having been specified in the notice. Failure to hold an annual meeting
does not invalidate the Corporation's existence or affect any otherwise valid
corporate acts.
SECTION 1.2 SPECIAL MEETINGS. At any time in the interval between
annual meetings, special meetings of the shareholders may be called by the
Chairman of the Board, if any, the President in the absence of the Chairman, the
Chief Operating Officer in the absence of the Chairman and the President, or by
a majority of the Board or by shareholders entitled to cast 10% in number of
votes by vote at a meeting or in writing with or without a meeting.
SECTION 1.3 PLACE OF MEETINGS. Meetings of the shareholders for
the election of Directors shall be held at such place either within or without
the State of Maryland or elsewhere in the United States as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting. Meetings of shareholders for any other purpose may be held at such time
and place, within the State of Maryland or elsewhere in the United States, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
SECTION 1.4 NOTICE OF MEETINGS. Not less than ten days nor more
than ninety days before the date of every shareholders' meeting, the Secretary
shall give to each shareholder entitled to vote at such meeting, written or
printed notice stating the time and place of the meeting and, if the meeting is
a special meeting or notice of the purpose is required by statute, the purpose
or purposes for which the meeting is called, either by mail or by presenting it
to the shareholder personally or by leaving it at the shareholder's residence or
usual place of business. If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the records of the Corporation, with postage thereon prepaid.
Notwithstanding the foregoing provision, a waiver of notice in writing, signed
by the person or persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or actual attendance
at the meeting in person or by proxy, shall be deemed equivalent to the giving
of such notice to such persons. Any meeting of shareholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
no notice need be given of any such adjourned meeting other than by announcement
at the meeting.
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SECTION 1.5 QUORUM. At any meeting of shareholders the presence in
person or by proxy of shareholders entitled to cast one-third of the votes
thereat shall constitute a quorum; but this Section shall not affect any
requirement under statute or under the Articles for the vote necessary for the
adoption of any measure. In the absence of a quorum the shareholders present in
person or by proxy, by majority vote and without notice, may adjourn the meeting
from time to time until a quorum shall attend. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.
SECTION 1.6 VOTES REQUIRED. A majority of the votes cast at a
meeting of shareholders, duly called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting, unless more than a majority of votes cast is required by
statute or by the Articles and except that a plurality of all the votes cast at
a meeting at which a quorum is present is sufficient to elect a Director. Each
outstanding share of stock shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders and fractional shares shall be
entitled to corresponding fractions of one vote on such matters.
SECTION 1.7 PROXIES. A shareholder may vote the shares owned of
record by him either in person or by proxy executed in writing by the
shareholder or by the shareholder's duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from its date, unless otherwise provided in
the proxy. Every proxy shall be in writing, subscribed by the shareholder or the
shareholder's duly authorized attorney, and dated, but need not be sealed,
witnessed or acknowledged.
SECTION 1.8 LIST OF SHAREHOLDERS. At each meeting of shareholders,
a full, true and complete list in alphabetical order of all shareholders
entitled to vote at such meeting, certifying the number and class or series of
shares held by each, shall be made available by the Secretary.
SECTION 1.9 VOTING. In all elections for Directors every
shareholder shall have the right to vote, in person or by proxy, the shares
owned of record by the shareholder, for as many persons as there are Directors
to be elected and for whose election the shareholder has a right to vote. At all
meetings of shareholders, unless the voting is conducted by inspectors, the
proxies and ballots shall be received, and all questions regarding the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by the chairman of the meeting. If demanded
by shareholders, present in person or by proxy, entitled to cast 10% in number
of votes, or if ordered by the chairman, the vote upon any election or question
shall be taken by ballot. Upon like demand or order, the voting shall be
conducted by two inspectors in which event the proxies and ballots shall be
received, and all questions regarding the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided,
by such inspectors. Unless so demanded or ordered, no vote need be by ballot,
and voting need not be conducted by inspectors. Inspectors may be elected by the
shareholders at their annual meeting, to serve until the close of the next
annual meeting and their election may be held at the same time as the election
of Directors. In case of a failure to elect inspectors, or in case an inspector
shall fail to attend, or refuse or be unable to serve, the shareholders at any
meeting may choose an inspector or inspectors to act at such meeting, and in
default of such election the chairman of the meeting may appoint an inspector or
inspectors.
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SECTION 1.10 ACTION BY SHAREHOLDERS OTHER THAN AT A MEETING. Any
action required or permitted to be taken at any meeting of shareholders may be
taken without a meeting, if a consent in writing, setting forth such action, is
signed by all the shareholders entitled to vote on the subject matter thereof
and any other shareholders entitled to notice of a meeting of shareholders (but
not to vote thereat) have waived in writing any rights which they may have to
dissent from such action, and such consent and waiver are filed with the records
of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1 POWERS. The Board may exercise all the powers of the
Corporation, except such as are by statute or the charter or these Bylaws
conferred upon or reserved to the shareholders. The Board shall keep full and
fair accounts of its transactions.
SECTION 2.2 NUMBER OF DIRECTORS. The number of Directors shall be
such number as shall be fixed from time to time by vote of a majority of the
Directors; provided, however, that the number of Directors shall in no event
exceed fifteen nor be reduced to fewer than two. The tenure of office of a
Director shall not be affected by any decrease in the number of Directors made
by the Board.
SECTION 2.3 ELECTION OF DIRECTORS. Until the first annual meeting
of shareholders and until successors or additional Directors are duly elected
and qualify, the Board shall consist of the persons named as such in the
charter. At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect Directors to hold office until the next
succeeding annual meeting and until their successors are elected and qualify. At
any meeting of shareholders, duly called and at which a quorum is present, the
shareholders may, by the affirmative vote of the holders of a majority of the
votes entitled to be case thereon, remove any Director or Directors from office
and may elect a successor or successors to fill any resulting vacancies for the
unexpired terms of removed Directors.
SECTION 2.4 REGULAR MEETINGS. After each meeting of shareholders
at which a Board of Directors shall have been elected, the Board so elected
shall meet for the purpose of organization and the transaction of other
business. No notice of such first meeting shall be necessary if held immediately
after the adjournment, and at the site, of such meeting of shareholders. Other
regular meetings of the Board shall be held without notice on such dates and at
such places within or without the State of Maryland as may be designated from
time to time by the Board.
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SECTION 2.5 SPECIAL MEETINGS. Special meetings of the Board may be
called at any time by the Chairman of the Board, the President, the Chief
Operating Officer, or the Secretary of the Corporation, or by a majority of the
Board by vote at a meeting, or in writing with or without a meeting. Such
special meetings shall be held at such place or places within or without the
State of Maryland as may be designated from time to time by the Board. In the
absence of such designation such meetings shall be held at such places as may be
designated in the Notice of Meeting.
SECTION 2.6 NOTICE OF MEETINGS. Except as provided in Section 2.4,
notice of the place, day, and hour of all meetings shall be given to each
Director two days (or more) before the meeting, by delivering the same
personally, or by sending the same by telegraph or telefacsimile, or by leaving
the same at the Director's residence or usual place of business, or, in the
alternative, by mailing such notice three days (or more) before the meeting,
postage prepaid, and addressed to the Director at the Director's last known
business or residence post office address, according to the records of the
Corporation. Unless required by these Bylaws or by resolution of the Board, no
notice of any meeting of the Board need state the business to be transacted
thereat. No notice of any meeting of the Board need be given to any Director who
attends or, to any Director who in writing executed and filed with the records
of the meeting either before or after the holding thereof, waives such notice.
Any meeting of the Board, regular or special, may adjourn from time to time to
reconvene at the same or some other place, and no notice need be given of any
such adjourned meeting other than by announcement at the adjourned meeting.
SECTION 2.7 QUORUM. At all meetings of the Board, one-third of the
Directors (but in no event fewer than two Directors) shall constitute a quorum
for the transaction of business. Except in cases in which it is by statute, by
the charter or by these Bylaws otherwise provided, the vote of a majority of
such quorum at a duly constituted meeting shall be sufficient to elect and pass
any measure. In the absence of a quorum, the Directors present by majority vote
and without notice other than by announcement at the meeting may adjourn the
meeting from time to time until a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally noticed.
SECTION 2.8 VACANCIES. Any vacancy occurring in the Board of
Directors for any cause other than by reason of an increase in the number of
Directors may be filled by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum. Any vacancy occurring
by reason of an increase in the number of Directors may be filled by action of a
majority of the entire Board of Directors; provided, in either case, that
immediately after filling such vacancy at least two-thirds of the Directors then
holding office shall have been elected to such office by the shareholders at an
annual or special meeting thereof. If at any time after the first annual meeting
of shareholders of the Corporation a majority of the Directors in office shall
consist of Directors elected by the Board of Directors, a meeting of the
shareholders shall be called forthwith for the purpose of electing the entire
Board of Directors, and the terms of office of the Directors then in office
shall terminate upon the election and qualification of such Board of Directors.
A Director elected by the Board of Directors or the shareholders to fill a
vacancy shall be elected to hold office until the next annual meeting of
shareholders and until his successor is elected and qualifies.
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SECTION 2.9 COMPENSATION AND EXPENSES. Directors may, pursuant to
resolution of the Board, be paid fees for their services, which fees may
include, but are not limited to, an annual fee or retainer and/or a fixed fee
for attendance at meetings. In addition, Directors may be reimbursed for
expenses incurred in connection with their attendance at meetings or otherwise
in performing their duties as Directors. Members of committees may be allowed
like compensation and reimbursement. Nothing herein contained shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 2.10 ACTION BY DIRECTORS OTHER THAN AT A MEETING. Any
action required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting, if a written consent to such
action is signed by all members of the Board or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
SECTION 2.11 AUDIT COMMITTEE. The Board of Directors may by the
affirmative vote of a majority of the entire Board appoint from its members an
Audit Committee composed of two or more Directors who are not "interested
persons" (as defined in the 1940 Act) of the Corporation, as the Board may from
time to time determine. The Audit Committee shall (a) recommend independent
public accountants for selection by the Board, (b) review the scope of audit,
accounting and financial internal controls and the quality and adequacy of the
Corporation's accounting staff with the independent public accountants and such
other persons as may be deemed appropriate, (c) review with the accounting staff
and the independent public accountants the compliance of transactions of the
Corporation with any service provider with the financial terms of applicable
agreements, (d) review reports of the independent public accountants and comment
to the Board when warranted, (e) report to the Board at least once each year and
at such other times as the committee deems desirable, and (f) be directly
available to the independent public accountants and responsible officers of the
Corporation for consultation on audit, accounting and related financial matters.
SECTION 2.12 NOMINATING COMMITTEE OF DIRECTORS. The Board of
Directors may by the affirmative vote of a majority of the entire Board appoint
from its members a Director Nominating Committee composed of two or more
Directors. The Director Nominating Committee shall recommend to the Board a
slate of persons to be nominated for election as Directors by the stockholders
at each annual meeting of stockholders and a person to be elected to fill any
vacancy occurring for any reason in the Board. Notwithstanding anything in this
Section 2.12 to the contrary, so long as the Corporation has in effect one or
more plans pursuant to Rule 12b-1 under the 1940 Act, the selection and
nomination of those Directors who are not "interested persons" (as defined in
the 1940 Act) shall be committed to the discretion of such disinterested
Directors.
SECTION 2.13 OTHER COMMITTEES. The Board of Directors may appoint
from among its members other committees composed of two or more of its Directors
which shall have such powers as may be delegated or authorized by the resolution
appointing them.
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SECTION 2.14 HOLDING OF MEETINGS BY CONFERENCE TELEPHONE CALL. At
any regular or special meeting of the Board or any committee thereof, members
thereof may participate in such meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, unless the 1940 Act
specifically requires the Directors to act "in person," in which case such term
shall be construed consistent with Securities and Exchange Commission or staff
releases or interpretations.
SECTION 2.15 QUALIFICATION OF DIRECTORS. Except as provided in the
following sentence, no person shall be qualified to stand for election or
appointment as a Director if such person has already reached the age of 70. Each
Director shall retire from service on the Board of Directors no later than the
end of the calendar year in which such Director reaches age 70, provided that
(i) any Director who is a Director as of January 25, 1995 and who had reached
the age of 70 prior to such date may continue to serve as a Director of the
Company until the end of the calendar year in which such Trustee reaches age 75
and may continue to serve for successive annual periods thereafter upon the vote
of a majority of the other Directors; and (ii) any person who has already
reached the age of 70 may stand for election or appointment, pursuant to a vote
of the Directors, in connection with an investment company reorganization or
merger, and any such person may continue to serve for successive annual periods
thereafter upon the vote of a majority of the other Directors.
ARTICLE III
OFFICERS
SECTION 3.1 EXECUTIVE OFFICERS. The Board of Directors may choose
a Chairman of the Board and a Vice Chairman of the Board from among the
Directors, and shall choose a President, a Secretary and a Treasurer who need
not be Directors. The Board of Directors may choose a Chief Operating Officer,
an Executive Vice President, one or more Senior Vice Presidents, one or more
Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers or assistant officers, none of whom need be
a Director. Any two or more of the above-mentioned offices, except those of
President and a Secretary, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument be required by law, by the charter, by the Bylaws or by resolution of
the Board of Directors to be executed by any two or more officers. Each such
officer shall hold office until his successor shall have been duly chosen and
qualified, or until he shall have resigned or shall have been removed. Any
vacancy in any of the above offices may be filled for the unexpired portion of
the term of the Board of Directors at any regular or special meeting.
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SECTION 3.2 CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Chairman
of the Board, if one be elected, shall preside at all meetings of the Board of
Directors and of the shareholders at which he is present. He shall have and may
exercise such powers as are, from time to time, assigned to him by the Board of
Directors. The Vice Chairman of the Board, if one be elected, shall, when
present and in the absence of the Chairman of the Board, preside at all meetings
of the shareholders and Directors, and he shall perform such other duties as may
from time to time be assigned to him by the Board of Directors or as may be
required by law.
SECTION 3.3 PRESIDENT. In the absence of the Chairman or Vice
Chairman of the Board, the President shall preside at all meetings of the
shareholders and of the Board at which the President is present; shall be the
chief executive officer; and in general, shall perform all duties incident to
the office of a president of a Maryland corporation, and such other duties, as
from time to time, may be assigned to him by the Board.
SECTION 3.4 VICE PRESIDENTS. The Vice President or Vice
Presidents, including any Executive or Senior Vice President(s), at the request
of the President or in the President's absence or during the President's
inability or refusal to act, shall perform the duties and exercise the functions
of the President, and when so acting shall have the powers of the President. If
there be more than one Vice President, the Board may determine which one or more
of the Vice Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board, the President may
make such determination. The Vice President or Vice Presidents shall have such
other powers and perform such other duties as may be assigned by the Board, the
Chairman of the Board, or the President.
SECTION 3.5 CHIEF OPERATING OFFICER. The Chief Operating Officer
shall have the authority and duties that generally pertain to such office,
including, but not limited to, those delegated by the Chairman or the President.
SECTION 3.6 SECRETARY AND ASSISTANT SECRETARIES. The Secretary
shall keep the minutes of the meetings of the shareholders, of the Board and of
any committees, in books provided for the purpose; shall see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; be custodian of the records of the Corporation; see that the corporate
seal is affixed to all documents the execution of which, on behalf of the
Corporation, under its seal, is duly authorized, and when so affixed may attest
the same; and in general perform all duties incident to the office of a
secretary of a Maryland corporation, and such other duties as, from time to
time, may be assigned to him by the Board, the Chairman of the Board, or the
President.
The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board, the President or the
Chairman of the Board, shall, in the absence of the Secretary or in the event of
the Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board may from time to time prescribe.
SECTION 3.7 TREASURER AND ASSISTANT TREASURERS. The Treasurer
shall have charge of and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to be deposited in
the name of the Corporation, all moneys or other valuable effects in such banks,
trust companies or other depositories as shall, from time to time, be selected
by the Board in accordance with Section 5.4 of these Bylaws; render to the Chief
Operating Officer, President, the Chairman of the Board and to the Board,
whenever requested, an account of the financial condition of the Corporation;
and in general, perform all the duties incident to the office of a treasurer of
a corporation, such other duties as may be assigned to him by the Board, the
President, the Chief Operating Officer or the Chairman of the Board.
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The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board, the President, the
Chief Operating Officer or the Chairman of the Board shall, in the absence of
the Treasurer or in the event of the Treasurer's inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
other duties and have such other powers as the Board may from time to time
prescribe.
SECTION 3.8 SUBORDINATE OFFICERS. The Board may from time to time
appoint such subordinate officers as it may deem desirable. Each such officer
shall hold office for such period and perform such duties as the Board, the
President, the Chief Operating Officer or the Chairman of the Board may
prescribe. The Board may, from time to time, authorize any committee or officer
to appoint and remove subordinate officers and prescribe the duties thereof.
SECTION 3.9 REMOVAL. Any officer or agent of the Corporation may
be removed by the Board whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contractual rights, if any, of the person so removed.
ARTICLE IV
STOCK
SECTION 4.1 CERTIFICATES. In accordance with Section 2-210 of the
Maryland General Corporation Law, shareholders will not be entitled to a
certificate or certificates which represent the number of shares of stock owned
by him or her in the Corporation, unless a majority of the Board of Directors
otherwise provides by resolution. At the time of issuance of shares of stock,
the Corporation shall send, or cause to be sent, to the shareholder a written
statement of the information otherwise required on stock certificates.
SECTION 4.2 TRANSFERS. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem necessary or
expedient concerning the issue, transfer and registration of shares of stock;
and may appoint transfer agents and registrars thereof. The duties of transfer
agent and registrar, if any, may be combined.
SECTION 4.3 STOCK LEDGERS. A stock ledger, containing the names
and addresses of the shareholders of the Corporation and the number of shares of
each class held by them, respectively, shall be kept by the Transfer Agent of
the Corporation. The stock ledger may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection.
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SECTION 4.4 RECORD DATES. The Board is hereby empowered to fix, in
advance, a date as the record date for the purpose of determining shareholders
entitled to notice of, or to vote at, any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, capital gains
distribution or the allotment of any rights, or in order to make a determination
of shareholders for any other proper purpose. Such date in any case shall be not
more than ninety days, and in case of a meeting of shareholders, not less than
ten days, prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.
ARTICLE V
GENERAL PROVISIONS
SECTION 5.1 DIVIDENDS. Dividends or distribution upon the capital
stock of the Corporation, subject to provisions of the charter, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends or distributions may be paid only in cash or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.
Before payment of any dividend or distribution there may be set
aside out of any funds of the Corporation available for dividends or
distributions such sum or sums as the Directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends or distributions or for maintaining
any property of the Corporation, or for such other purpose as the Directors
shall think conducive to the interest of the Corporation, and the Directors may
modify or abolish any such reserve in the manner in which it was created.
SECTION 5.2 CHECKS. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board may from time to time designate.
SECTION 5.3 FISCAL YEAR. The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.
SECTION 5.4 CUSTODIAN. All securities and cash of the Corporation
shall be placed in the custody of a bank or trust company ("Custodian") having
(according to its last published report) not less than $2,000,000 aggregate
capital, surplus and undivided profits, provided such a Custodian can be found
ready and willing to act (or maintained in such other manner as is consistent
with Section 17(f) of the Investment Company Act of 1940 and the rules and
regulations promulgated thereunder). The Corporation shall enter into a written
contract with the Custodian regarding the powers, duties and compensation of the
Custodian with respect to the cash and securities of the Corporation held by the
Board of Directors of the Corporation. The Corporation shall upon the
resignation or inability to serve of the Custodian use its best efforts to
obtain a successor custodian; require that the cash and securities owned by the
Corporation be delivered directly to the successor custodian; and in the event
that no successor custodian can be found, submit to the shareholders, before
permitting delivery of the cash and securities owned by the Corporation to other
than a successor custodian, the question whether or not the Corporation shall be
liquidated or shall function without a custodian.
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SECTION 5.5 SEAL. The Board of Directors may provide a suitable
seal, bearing the name of the Corporation, which shall be in the custody of the
Secretary. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof.
SECTION 5.6 REPRESENTATION OF SHARES. Any officer of the
Corporation is authorized to vote, represent and exercise for the Corporation
any and all rights incident to any shares of any corporation or other business
enterprise owned by the Corporation.
SECTION 5.7 PROHIBITED TRANSACTIONS. No officer or Director of the
Corporation or of its investment adviser shall deal for or on behalf of the
Corporation with himself, as principal or agent, or with any corporation or
partnership in which he has a financial interest. This prohibition shall not
prevent: (a) officers or Directors of the Corporation from having a financial
interest in the Corporation, its principal underwriter or its investment
adviser; (b) the purchase of securities for the portfolio of the Corporation or
the sale of securities owned by the Corporation through a securities dealer, one
or more of whose partners, officers or Directors is an officer or Director of
the Corporation, provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed customary brokerage
charges for such service; or (c) the employment of legal counsel, registrar,
transfer agent, dividend disbursing agent, or custodian having a partner,
officer or Director who is an officer or Director of the Corporation, provided
only customary fees are charged for services rendered to or for the benefit of
the Corporation.
SECTION 5.8 BONDS. The Board of Directors may require any officer,
agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties, with one or more sureties
and in such amount as may be satisfactory to the Board of Directors. The Board
of Directors shall, in any event, require the Corporation to provide and
maintain a bond issued by a reputable fidelity insurance company, against
larceny and embezzlement, covering each officer and employee of the Corporation
who may singly, or jointly with others, have access to securities or funds of
the Corporation, either directly or through authority to draw upon such funds,
or to direct generally the disposition of such securities, such bond or bonds to
be in such reasonable amount as a majority of the Board of Directors who are not
such officers or employees of the Corporation shall determine with due
consideration to the value of the aggregate assets of the Corporation to which
any such officer or employee may have access, or in any amount or upon such
terms as the Securities and Exchange Commission may prescribe by order, rule or
regulations.
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SECTION 5.9 ANNUAL STATEMENT OF AFFAIRS. The President or the
Controller shall prepare annually a full and correct statement of the affairs of
the Corporation, to include a balance sheet and a financial statement of
operations for the preceding fiscal year. The statement of affairs shall be
placed on file at the Corporation's principal office within 120 days after the
end of the fiscal year.
ARTICLE VI
AMENDMENT OF BY-LAWS
These Bylaws of the Corporation may be altered, amended, added to
or repealed by majority vote of the shareholders or by majority vote of the
entire Board.
Dated: July 11, 1996
Last Amended: May 26, 1999
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EXHIBIT 99.D1
INVESTMENT ADVISORY AGREEMENT
NATIONS LIFEGOAL FUNDS, INC.
THIS AGREEMENT is made as of this 15th day of October, 1996, by
and between NATIONS LIFEGOAL FUNDS, INC., a Maryland corporation (the
"Company"), and NATIONSBANC ADVISORS, INC., a North Carolina corporation (the
"Adviser"), on behalf of those portfolios of the Company now or hereafter
identified on Schedule I hereto (each a "Fund" and, collectively, the "Funds").
RECITALS
WHEREAS, the Company is registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940,
as amended (the "1940 Act") as an open-end, series management investment
company; and
WHEREAS, the Adviser is registered with the Commission under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") as an
investment adviser; and
WHEREAS, the Company and the Adviser desire to enter into an
agreement to provide for investment advisory services to the Company upon the
terms and conditions hereinafter set forth; and
WHEREAS, the Company and the Adviser contemplate that certain
duties of the Adviser under this Agreement will be delegated to one or more
sub-investment adviser(s) (the "Sub-Adviser(s)") pursuant to separate
sub-advisory agreement(s) (the "Sub-Advisory Agreement(s)");
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. ADVISORY SERVICES. The Adviser shall act as investment adviser
for the Funds and shall, in such capacity, manage and supervise the investment
and reinvestment of the cash, securities or other properties comprising the
Funds' assets, subject at all times to the policies and control of the Company's
Board of Directors. The Adviser shall give the Funds the benefit of its best
judgment, efforts and facilities in rendering its services as investment
adviser.
1
<PAGE>
2. INVESTMENT ANALYSIS AND IMPLEMENTATION. In carrying out its
obligations under paragraph 1 hereof, the Adviser shall:
(a) obtain and evaluate pertinent information about
significant developments and economic, statistical and financial
data, domestic, foreign or otherwise, whether affecting the
economy generally or the Funds specifically, and whether
concerning the individual issuers whose securities are included in
the Funds or the activities in which such issuers engage, or with
respect to securities which the Adviser considers desirable for
inclusion in the Funds;
(b) invest and reinvest, on an ongoing basis, assets
held in the Funds in strict accordance with the investment
policies of the Funds as set forth in the registration statement
of the Company with respect to the Funds, as the same may be
amended from time to time;
(c) select brokers and dealers to execute portfolio
transactions for the Funds and select the markets on or in which
the transactions will be executed;
(d) vote, either in person or by general or limited
proxy, or refrain from voting, any securities held in the Funds
for any purposes; exercise or sell any subscription or conversion
rights; consent to and join in or oppose any voting trusts,
reorganizations, consolidations, mergers, foreclosures and
liquidations and in connection therewith, deposit securities, and
accept and hold other property received therefor;
(e) determine on an ongoing basis the overall
investment strategy with respect to the Funds, and ensure on an
ongoing basis adherence to such strategy;
(f) use the same skill and care in providing
services to the Funds as it uses in providing services to
fiduciary accounts for which it has investment responsibilities;
(g) furnish the Company's Board of Directors with
such periodic and special reports as the Board of Directors may
request; and
(h) take, on behalf of the Funds, all actions which
appear necessary to carry into effect such purchase and sale
programs and supervisory functions set forth in this Paragraph 2.
3. DELEGATION OF RESPONSIBILITIES. Subject to the approval of the
Company's Board of Directors and, if required, the shareholders of the Funds,
the Adviser may, pursuant to the Sub-Advisory Agreement(s), delegate to the
Sub-Adviser(s) those of its duties hereunder identified in the Sub-Advisory
Agreement(s), provided that the Adviser shall continue to supervise and monitor
the performance of the duties delegated to the Sub-Adviser(s) and any such
delegation shall not relieve the Adviser of its duties and obligations under
this Agreement. The Adviser shall be solely responsible for providing
compensation, if any, to the Sub-Adviser(s) for services rendered under the
Sub-Advisory Agreement(s).
4. CONTROL BY BOARD OF DIRECTORS. Any investment activities
undertaken by the Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Adviser on behalf of the Funds, shall at all times
be subject to any directives of the Company's Board of Directors.
2
<PAGE>
5. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its
obligations under this Agreement, the Adviser shall at all times conform to:
(a) all applicable provisions of the 1940 Act, the
Advisers Act and any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of
the Company, as the same may be amended from time to time, under
the Securities Act of 1933 and the 1940 Act;
(c) the provisions of the Articles of Incorporation
of the Company, as the same may be amended from time to time;
(d) the provisions of the By-laws of the Company, as
the same may be amended from time to time; and
(e) any other applicable provisions of state or
federal law.
6. BROKER-DEALER RELATIONSHIPS. The Adviser is responsible for the
purchase and sale of securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates. The Adviser's primary consideration
in effecting a security transaction will be to obtain the best price and
execution. In selecting a broker-dealer to execute each particular transaction
for a Fund, the Adviser will take the following into consideration: the best net
price available, the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the Fund on a continuing
basis. Accordingly, the price to the Fund in any transaction may be less
favorable than that available from another broker-dealer if the difference is
reasonably justified by other aspects of the portfolio execution services
offered. Subject to such policies as the Company's Board of Directors may from
time to time determine, the Adviser shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely by
reason of having caused a Fund to pay a broker or dealer that provides brokerage
and research services to the Adviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Adviser determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities of the Adviser with respect to the Fund and to other
clients of the Adviser. The Adviser is further authorized to allocate the orders
placed by it on behalf of the Funds to brokers and dealers who also provide
research or statistical material, or other services to the Funds or to the
Adviser. Such allocation shall be in such amounts and proportions as the Adviser
shall determine and the Adviser will report on said allocations regularly to the
Board of Directors of the Company indicating the brokers to whom such
allocations have been made and the basis therefor.
3
<PAGE>
7. COMPENSATION. Each Fund shall pay the Adviser, as compensation
for services rendered and expenses assumed hereunder, fees, payable monthly, at
the annual rate of 0.25% of the average daily net assets of the Fund. Each
Fund's obligations hereunder are several, and not joint, and no Fund shall be
responsible for the payment of any fees of any other Fund.
8. EXPENSES OF THE FUNDS. The Adviser hereby agrees to bear any
and all fees and expenses of the Funds (other than the management fee payable
under this Agreement), except taxes, brokerage fees and commissions,
extraordinary expenses, and any applicable Rule 12b-1 fees, shareholder
servicing fees and/or shareholder administration fees. The expenses borne by the
Adviser include, but are not limited to, legal, auditing, or governmental fees,
the cost of preparing share certificates, custodian, transfer agent and
shareholder service agent costs, expenses of issue, sale, redemption and
repurchase of shares, expenses of registering and qualifying shares for sale,
expenses relating to directors and shareholder meetings, the cost of preparing
and distributing reports and notices to shareholders, the fees and other
expenses incurred by the Funds in connection with membership in investment
company organizations and the cost of printing prospectuses and statements of
additional information distributed to the Funds' shareholders.
9. NON-EXCLUSIVITY. The services of the Adviser to the Funds are
not to be deemed to be exclusive, and the Adviser shall be free to render
investment advisory and administrative or other services to others (including
other investment companies) and to engage in other activities. It is understood
and agreed that officers or directors of the Adviser may serve as officers and
directors of the Company, and that officers or directors of the Company may
serve as officers or directors of the Adviser, to the extent that such services
may be permitted by law, and that the officers and directors of the Adviser are
not prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.
10. RECORDS. The Adviser shall, with respect to orders the Adviser
places for the purchase and sale of portfolio securities of the Funds, maintain
or arrange for the maintenance of the documents and records required pursuant to
Rule 31a-1 under the 1940 Act as well as such records as the Funds'
administrator reasonably requests to be maintained, including, but not limited
to, trade tickets and confirmations for portfolio trades. All such records shall
be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1. All such records will be the property of the Funds and
will be available for inspection and use by the Funds. The Adviser will promptly
notify the Funds' administrator if it experiences any difficulty in maintaining
the records in an accurate and complete manner.
11. TERM AND APPROVAL. This Agreement shall become effective with
respect to a Fund when approved in accordance with the requirements of the 1940
Act, and shall thereafter continue from year to year, provided that the
continuation of the Agreement is specifically approved at least annually:
(a) (i) by the Company's Board of Directors or (ii) by the
vote of "a majority of the outstanding voting securities" of the
Fund (as defined in Section 2(a)(42) of the 1940 Act), and
4
<PAGE>
(b) by the affirmative vote of a majority of the Company's
Directors who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of a party to this Agreement
(other than as Directors of the Company), by votes cast in person
at a meeting specifically called for such purpose.
12. TERMINATION. This Agreement may be terminated with respect to a
Fund at any time, without the payment of any penalty, by vote of the Company's
Board of Directors or by vote of a majority of a Fund's outstanding voting
securities, or by the Adviser, on sixty (60) days' written notice to the other
party. The notice provided for herein may be waived by the party entitled to
receipt thereof. This Agreement shall automatically terminate in the event of
its assignment, the term "assignment" for purposes of this paragraph having the
meaning defined in Section 2(a)(4) of the 1940 Act.
13. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, negligence or reckless disregard of obligations or duties hereunder on
the part of the Adviser or any of its officers, directors, employees or agents,
the Adviser shall not be subject to liability to the Company or to any
shareholder of the Company for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
14. INDEMNIFICATION. In the absence of willful misfeasance, bad
faith, negligence or reckless disregard of duties hereunder on the part of the
Adviser or any of its officers, directors, employees or agents, the Company
hereby agrees to indemnify and hold harmless the Adviser against all claims,
actions, suits or proceedings at law or in equity whether brought by a private
party or a governmental department, commission, board, bureau, agency or
instrumentality of any kind, arising from the advertising, solicitation, sale,
purchase or pledge of securities, whether of the Funds or other securities,
undertaken by the Funds, their officers, directors, employees or affiliates,
resulting from any violations of the securities laws, rules, regulations,
statutes and codes, whether federal or of any state, by the Funds, their
officers, directors, employees or affiliates. Federal and state securities laws
impose liabilities under certain circumstances on persons who act in good faith,
and nothing herein shall constitute a waiver or limitation of any rights which a
Fund may have and which may not be waived under any applicable federal and state
securities laws.
15. NOTICES. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Company
shall be c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201 and that of the Adviser shall be One NationsBank Plaza, Charlotte, North
Carolina 28255.
16. QUESTIONS OF INTERPRETATION. Any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act or the Advisers Act shall be
resolved by reference to such terms or provision of the 1940 Act or the Advisers
Act and to interpretations thereof, if any, by the United States Courts or in
the absence of any controlling decision of any such court, by rules, regulations
or orders of the Commission issued pursuant to the 1940 Act or the Advisers Act.
In addition, where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of this Agreement is revised by rule, regulation
or order of the Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
5
<PAGE>
17. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. No amendment of this
Agreement affecting a Fund shall be effective until approved by vote of a
majority of the outstanding voting securities of such Fund. However, this shall
not prevent the Adviser from reducing, limiting or waiving its fee.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to
be executed in duplicate by their respective officers on the day and year first
written above.
NATIONS LIFEGOAL FUNDS, INC.
on behalf of the Funds
By: /s/ A. Max Walker
-------------------------------
A. Max Walker
President and Chairman of the
Board of Directors
NATIONSBANC ADVISORS, INC.
By: /s/ Mark H. Williamson
-------------------------------
Mark H. Williamson
President and Director
7
<PAGE>
SCHEDULE I
LifeGoal Growth Portfolio
LifeGoal Balanced Growth Portfolio
LifeGoal Income and Growth Portfolio
8
EXHIBIT 99.D2
SUB-ADVISORY AGREEMENT
NATIONS LIFEGOAL FUNDS, INC.
THIS AGREEMENT is made as of this 15th day of October, 1996, by
and among NATIONSBANC ADVISORS, INC., a North Carolina corporation (the
"Adviser"), TRADESTREET INVESTMENT ASSOCIATES, INC., a Maryland corporation (the
"Sub-Adviser"), and NATIONS LIFEGOAL FUNDS, INC., a Maryland corporation (the
"Company"), on behalf of those portfolios of the Company now or hereafter
identified on Schedule I hereto (each a "Fund" and collectively, the "Funds").
RECITALS
WHEREAS, the Company is registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940,
as amended (the "1940 Act") as an open-end, series management investment
company; and
WHEREAS, the Adviser is registered with the Commission under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and engages in
the business of acting as an investment adviser; and
WHEREAS, the Sub-Adviser also is registered with the Commission
under the Advisers Act as an investment adviser; and
WHEREAS, the Adviser and the Company have entered into an
Investment Advisory Agreement of even date herewith (the "Investment Advisory
Agreement"), pursuant to which the Adviser shall act as investment adviser with
respect to the Funds; and
WHEREAS, pursuant to such Investment Advisory Agreement, the
Adviser, with the approval of the Company, wishes to retain the Sub-Adviser for
purposes of rendering advisory services to the Adviser and the Company in
connection with the Funds upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser hereby appoints, and
the Company hereby approves, the Sub-Adviser to render investment research and
advisory services to the Adviser and the Company with respect to the Funds,
under the supervision of the Adviser and subject to the policies and control of
the Company's Board of Directors, and the Sub-Adviser hereby accepts such
appointment, all subject to the terms and conditions contained herein.
<PAGE>
2. INVESTMENT SERVICES. The specific duties of the Adviser
delegated to the Sub-Adviser shall be the following:
(a) obtaining and evaluating pertinent information
about significant developments and economic, statistical and
financial data, domestic, foreign or otherwise, whether affecting
the economy generally or the Funds specifically, and whether
concerning the individual issuers whose securities are included in
the Funds or the activities in which such issuers engage, or with
respect to securities which the Adviser or Sub-Adviser considers
desirable for inclusion in the Funds;
(b) investing and reinvesting, on an ongoing basis,
assets held in the Funds in strict accordance with the investment
policies of the Funds as set forth in the registration statement
of the Company with respect to the Funds, as the same may be
amended from time to time;
(c) in accordance with policies and procedures
established by the Board of Directors of the Company and the
Adviser, selecting brokers and dealers to execute portfolio
transactions for the Funds and selecting the markets on or in
which the transactions will be executed;
(d) voting, either in person or by general or
limited proxy, or refraining from voting, any securities held in
the Funds for any purposes; exercising or selling any subscription
or conversion rights; consenting to and joining in or opposing any
voting trusts, reorganizations, consolidations, mergers,
foreclosures and liquidations and in connection therewith,
depositing securities, and accepting other property received
therefor; and
(e) performing other acts necessary or appropriate
in connection with the proper management of the Funds, consistent
with its obligations hereunder, and as may be directed by the
Adviser and/or the Company's Board of Directors.
3. CONTROL BY BOARD OF DIRECTORS. As is the case with respect to
the Adviser under the Investment Advisory Agreement, any investment activities
undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Sub-Adviser with respect to the Funds, shall at all
times be subject to any directives of the Board of Directors of the Company.
4. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times conform to:
(a) all applicable provisions of the 1940 Act, the
Advisers Act and any rules and regulations adopted thereunder;
-2-
<PAGE>
(b) the provisions of the registration statement of
the Company applicable to the Funds, as the same may be amended
from time to time, under the Securities Act of 1933 and the 1940
Act;
(c) the provisions of the Articles of Incorporation
of the Company, as the same may be amended from time to time;
(d) the provisions of the By-Laws of the Company, as
the same may be amended from time to time;
(e) any other applicable provisions of state or
federal law.
In addition, any code of ethics adopted by the Sub-Adviser
pursuant to Rule 17j-1 under the 1940 Act shall include policies, prohibitions
and procedures which substantially conform to the recommendations regarding
personal investing approved by the Board of Governors of the Investment Company
Institute on June 30, 1994, as such recommendations may be amended from time to
time.
5. BROKER-DEALER RELATIONSHIPS. The Sub-Adviser is responsible for
the purchase and sale of securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates. The Sub-Adviser's primary
consideration in effecting a security transaction will be to obtain the best
price and execution. In selecting a broker-dealer to execute each particular
transaction for a Fund, the Sub-Adviser will take the following into
consideration: the best net price available, the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the Fund on a continuing basis. Accordingly, the price to the
Fund in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to such policies as the Adviser or
the Company's Board of Directors may from time to time determine, the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of having caused a
Fund to pay a broker or dealer that provides brokerage and research services to
the Sub-Adviser an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Sub-Adviser determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of the Sub-Adviser with respect to the Fund and to other
clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate
the orders placed by it on behalf of the Funds to brokers and dealers who also
provide research or statistical material, or other services to the Funds or to
the Sub-Adviser. Such allocation shall be in such amounts and proportions as the
Sub-Adviser shall determine, and the Sub-Adviser will report on said allocations
regularly to the Adviser and to the Board of Directors of the Company indicating
the brokers to whom such allocations have been made and the basis therefor.
-3-
<PAGE>
6. COMPENSATION. The Adviser shall pay the Sub-Adviser, as
compensation for services rendered hereunder, fees, payable monthly, at the
annual rate of 0.05% of the average daily net assets of each Fund. It is
understood that the Adviser shall be responsible for the Sub-Adviser's fee for
its services hereunder, and the Sub-Adviser agrees that it shall have no claim
against the Company or the Fund with respect to compensation under this
Agreement. The Sub-Adviser's fees shall be pro-rated for portions of months in
which sub-advisory services are provided.
The average daily net asset value of the Funds shall be determined
in the manner set forth in the Articles of Incorporation and registration
statement of the Company, as amended from time to time.
7. EXPENSES OF THE FUNDS. All of the ordinary business expenses
incurred by the Company in the operations of the Funds and the offering of their
shares shall be borne by the Funds unless specifically provided otherwise in
this Agreement or in the Investment Advisory Agreement.
8. NON-EXCLUSIVITY. The services of the Sub-Adviser to the Adviser
and the Company with respect to the Fund are not to be deemed to be exclusive,
and the Sub-Adviser shall be free to render investment advisory and
administrative or other services to others (including other investment
companies) and to engage in other activities. It is understood and agreed that
the officers and directors of the Sub-Adviser are not prohibited from engaging
in any other business activity or from rendering services to any other person,
or from serving as partners, officers, directors or trustees of any other firm
or trust, including other investment advisory companies.
9. RECORDS. The Sub-Adviser shall, with respect to the orders the
Sub-Adviser places for the purchases and sales of portfolio securities of the
Funds, maintain or arrange for the maintenance of the documents and records
required pursuant to Rule 31a-1 under the 1940 Act as well as such records as
the Funds' administrator reasonably requests to be maintained, including, but
not limited to, trade tickets and confirmations for portfolio trades. All such
records shall be maintained in a form acceptable to the Funds and in compliance
with the provisions of Rule 31a-1. All such records will be the property of the
Funds and will be available for inspection and use by the Adviser or the Funds
upon request. The Sub-Adviser will promptly notify the Adviser and the Fund's
administrator if it experiences any difficulty in maintaining the records in an
accurate and complete manner.
10. TERM AND APPROVAL. This Agreement shall become effective with
respect to each Fund when approved in accordance with the requirements of the
1940 Act, and shall thereafter continue in force and effect for one year, and
may be continued from year to year with respect to each Fund thereafter,
provided that the continuation of the Agreement is specifically approved at
least annually:
-4-
<PAGE>
(a) (i) by the Company's Board of Directors or (ii) by the
vote of "a majority of the outstanding voting securities" of the
Fund (as defined in Section 2(a)(42) of the 1940 Act); and
(b) by the affirmative vote of a majority of the Directors
of the Company who are not parties to this Agreement or
"interested persons" (as defined in the 1940 Act) of a party to
this Agreement (other than as Directors of the Company), by votes
cast in person at a meeting specifically called for such purpose.
11. TERMINATION. This Agreement may be terminated at any time with
respect to a Fund, without the payment of any penalty, by vote of the Company's
Board of Directors or by vote of a majority of the Fund's outstanding voting
securities, or by the Adviser or by the Sub-Adviser, on sixty (60) days' written
notice to the other parties to this Agreement. Any party entitled to notice may
waive the notice provided for herein. This Agreement shall automatically
terminate in the event of its assignment, the term "assignment" for purposes of
this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.
12. LIABILITY OF SUB-ADVISER. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of obligations or
duties hereunder on the part of the Sub-Adviser or any of its officers,
directors, employees or agents, the Sub-Adviser shall not be subject to
liability to the Adviser or to the Company for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security.
13. INDEMNIFICATION. In the absence of willful misfeasance, bad
faith, negligence or reckless disregard of duties hereunder on the part of the
Sub-Adviser, or any officers, directors, employees or agents thereof, the
Company hereby agrees to indemnify and hold harmless the Sub-Adviser against all
claims, actions, suits or proceedings at law or in equity whether brought by a
private party or a governmental department, commission, board, bureau, agency or
instrumentality of any kind, arising from the advertising, solicitation, sale,
purchase or pledge of securities, whether of the Funds or other securities,
undertaken by the Funds, their officers, directors, employees, agents or
affiliates, resulting from any violations of the securities laws, rules,
regulations, statutes and codes, whether federal or of any state, by the Funds,
their officers, directors, employees or affiliates. Federal and state securities
laws impose liabilities under certain circumstances on persons who act in good
faith, and nothing herein shall constitute a waiver or limitation of any rights
which a Fund may have and which may not be waived under any applicable federal
and state securities laws.
14. NOTICES. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to such address as may be
designated for the receipt of such notice, with a copy to the Company. Until
further notice, it is agreed that the address of the Company shall be 111 Center
Street, Little Rock, Arkansas 72201; that of the Sub-Adviser shall be One
NationsBank Plaza, Charlotte, North Carolina 28255; and that of the Adviser
shall be One NationsBank Plaza, Charlotte, North Carolina 28255.
-5-
<PAGE>
15. QUESTIONS OF INTERPRETATION. Any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act or the Advisers Act shall be
resolved by reference to such term or provision of the 1940 Act or the Advisers
Act and to interpretations thereof, if any, by the United States courts or in
the absence of any controlling decision of any such court, by rules, regulations
or orders of the Commission issued pursuant to the 1940 Act or the Advisers Act.
In addition, where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of this Agreement is revised by rule, regulation
or order of the Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
16. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. No amendment of this
Agreement affecting a Fund shall be effective until approved by vote of a
majority of the outstanding voting securities of such Fund. However, this shall
not prevent the Sub-Adviser from reducing, limiting or waiving its fee.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in triplicate by their respective officers on the day and year
first written above.
NATIONS LIFEGOAL FUNDS, INC.,
on behalf of the Funds
By: /s/ A. Max Walker
-------------------------------
A. Max Walker
President and Chairman of the
Board of Directors
NATIONSBANC ADVISORS, INC.
By: /s/ Mark H. Williamson
-------------------------------
Mark H. Williamson
President and Director
TRADESTREET INVESTMENT
ASSOCIATES, INC.
By: /s/ Andrew M. Silton
-------------------------------
Andrew M. Silton
President and Director
-7-
<PAGE>
SCHEDULE I
LifeGoal Growth Portfolio
LifeGoal Balanced Growth Portfolio
LifeGoal Income and Growth Portfolio
-8-
EXHIBIT 99.E
DISTRIBUTION AGREEMENT
NATIONS LIFEGOAL FUNDS, INC.
Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Gentlemen:
This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, Nations LifeGoal Funds, Inc. (the
"Company"), a Maryland corporation, has agreed that Stephens Inc. (the
"Distributor") shall be, for the period of this Agreement, the exclusive
distributor of the shares of common stock in all classes of shares ("Shares") of
the investment portfolios of the Company listed on Schedule I (individually, a
"Portfolio" and collectively the "Portfolios"). Absent written notification to
the contrary by either the Company or the Distributor, each new investment
portfolio established in the future shall automatically become a "Portfolio" for
all purposes hereunder and shares of each new class established in the future
shall automatically become "Shares" for all purposes hereunder as if set forth
on Schedule I.
1. Services as Distributor.
-----------------------
1.1 The Distributor will act as agent for the distribution of
Shares in accordance with the instructions of the Company's Board of Directors
and the Company's registration statement and prospectus then in effect under the
Securities Act of 1933, as amended (the "1933 Act"), and will transmit promptly
any orders received by it for the purchase or redemption of Shares to the
Company or its transfer agent.
1.2 The Distributor agrees to use appropriate efforts to solicit
orders for the sale of Shares and will undertake such advertising and promotion
as it believes appropriate in connection with such solicitation. The Company
understands that the Distributor is and may in the future be the distributor of
shares of other investment company portfolios ("Funds") including Funds having
investment objectives similar to those of the Portfolios. The Company further
understands that existing and future investors in the Portfolios may invest in
shares of such other Funds. The Company agrees that the Distributor's duties to
such Funds shall not be deemed in conflict with its duties to the Company under
this paragraph 1.2.
1.3 The Distributor shall, at its own expense, finance such
activities as it deems reasonable and which are primarily intended to result in
the sale of Shares, including, but not limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current shareholders, and the printing and mailing of
sales literature. The Distributor shall be responsible for reviewing and
providing advice and counsel on all sales literature (e.g., advertisements,
brochures and shareholder communications) with respect to each of the
Portfolios. In addition, the Distributor will provide one or more persons,
during normal business hours, to respond to telephone questions with respect to
the Portfolios.
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1.4 All activities by the Distributor and its agents and employees
as distributor of Shares shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as amended ("1940 Act")
by the Securities and Exchange Commission (the "SEC") or any securities
association registered under the Securities Exchange Act of 1934.
1.5 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by other circumstances of any kind,
the Company's officers may decline to accept any orders for, or make any sales
of Shares until such time as those officers deem it advisable to accept such
orders and to make such sales.
1.6 The Company agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the registration or
qualification of Shares for sale in such states as the Distributor may designate
to the Company and the Company may approve, and the Company shall pay all fees
and other expenses incurred in connection with such registration or
qualification.
1.7 The Company shall furnish from time to time, for use in
connection with the sale of Shares, such information with respect to the
Portfolios and Shares as the Distributor may reasonably request; and the Company
warrants that the statements contained in any such information shall fairly show
or represent what they purport to show or represent. The Company shall also
furnish the Distributor upon request with: (a) audited annual and unaudited
semi-annual statements of the Company's books and accounts with respect to each
Portfolio, and, (b) from time to time such additional information regarding the
Portfolios' financial condition as the Distributor may reasonably request.
1.8 The Distributor may be reimbursed for all or a portion of the
expenses described above to the extent permitted by a distribution plan adopted
by the Company on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940
Act. No provision of this Agreement shall be deemed to prohibit any payments by
a Portfolio to the Distributor or by a Portfolio or the Distributor to
investment dealers, banks or other financial institutions through whom shares of
the Portfolio are sold where such payments are made under a distribution plan
adopted by the Company on behalf of such Portfolio pursuant to Rule 12b-1 under
the 1940 Act. In addition, the Distributor shall be entitled to retain any
front-end sales charge imposed upon the sale of the shares (and reallow a
portion thereof) as specified in the Portfolio's Registration Statement and the
Company shall pay to the Distributor the proceeds from any contingent deferred
sales charge imposed on the redemption of the shares as specified in the
Portfolio's Registration Statement.
1.9 The Distributor will execute and deliver agreements with
broker/dealers, financial institutions and other industry professionals based on
the forms attached hereto or based on the additional forms of agreement approved
from time to time by the Company's Board of Directors with respect to the
various classes of shares of the Portfolios, including but not limited to forms
of sales support agreements approved in connection with a distribution approved
in accordance with Rule 12b-1 under the 1940 Act.
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2. Representations; Indemnification.
--------------------------------
2.1 The Company represents to the Distributor that all
registration statements and prospectuses filed by the Company with the SEC under
the 1933 Act, with respect to Shares have been prepared in conformity with the
requirements of the 1933 Act and rules and regulations of the SEC thereunder. As
used in this Agreement, the terms "registration statement" and "prospectus"
shall mean any registration statement and then current prospectus (together with
any related then current statement of additional information) filed with the SEC
with respect to Shares, and any amendments and supplements thereto which at any
time shall have been filed therewith. The Company represents and warrants to the
Distributor that any registration statement and prospectus, when such
registration statement becomes effective, will contain all statements required
to be stated therein in conformity with the 1933 Act and the rules and
regulations of the SEC; that all statements of fact contained in any such
registration statement and prospectus will be true and correct when such
registration statement and prospectus become effective; and that neither any
registration statement nor any prospectus when any registration statement
becomes effective will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of Shares. The Company may, but
shall not be obligated to, propose from time to time such amendment or
amendments to any registration statement and such supplement or supplements to
any prospectus which in light of future developments, may, in the opinion of the
Company's counsel, be necessary or advisable. The Company shall promptly notify
the Distributor of any advice given to it by the Company's counsel regarding the
necessity or advisability so to amend or supplement such registration statement
or prospectus. If the Company shall not propose such amendment or amendments
and/or supplement or supplements within fifteen days after receipt by the
Company of a written request from the Distributor to do so, the Distributor may,
at its option, terminate this Agreement. The Company shall not file any
amendment to any registration statement or supplement to any prospectus without
giving the Distributor reasonable notice thereof in advance; provided, however,
that nothing contained in this Agreement shall in any way limit the Company's
right to file at any time such amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Company may deem
advisable, such right being in all respects absolute and unconditional.
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2.2 The Company authorizes the Distributor and dealers to use any
prospectus in the form furnished from time to time in connection with the sale
of Shares and represented by the Company as being the then current form of
prospectus. The Company agrees to indemnify, defend and hold the Distributor,
its several officers and directors, and any person who controls the Distributor
within the meaning of Section 15 of the 1933 Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Distributor, its
officers and directors, or any such controlling person, may incur under the 1933
Act or under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
any registration statement or prospectus or necessary to make any statement in
such documents not misleading; provided, however, that the Company's agreement
to indemnify the Distributor, its officers or directors, and any such
controlling person shall not be deemed to cover any claims, demands, liabilities
or expenses arising out of any untrue statement or alleged untrue statement or
omission or alleged omission made in any registration statement or prospectus or
in any financial or other statements in reliance upon and in conformity with any
information furnished to the Company by the Distributor or any affiliate thereof
and used in the preparation thereof; and further provided that the Company's
agreement to indemnify the Distributor and the Company's representations and
warranties herein set forth shall not be deemed to cover any liability to the
Company or its shareholders to which the Distributor would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of the Distributor's reckless disregard
of its obligations and duties under this Agreement. The Company's agreement to
indemnify the Distributor, its officers and directors, and any such controlling
person, as aforesaid, is expressly conditioned upon the Company's being notified
of any action brought against the Distributor, its officers or directors, or any
such controlling person, such notification to be given by letter or by telegram
addressed to the Company at its principal office and sent to the Company by the
person against whom such action is brought, within a reasonable period of time
after the summons or other first legal process shall have been served. The
failure to so notify the Company of any such action shall not relieve the
Company from any liability which the Company may have to the person against whom
such action is brought by reason of any such untrue, or allegedly untrue,
statement or omission, or alleged omission, otherwise than on account of the
Company's indemnity agreement contained in this paragraph 2.2. The Company will
be entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Company and approved by the Distributor,
which approval shall not unreasonably be withheld. In the event the Company
elects to assume the defense of any such suit and retain counsel of good
standing approved by the Distributor, the defendant or defendants in such suit
shall bear the fees and expenses of any additional counsel retained by any of
them; but in case the Company does not elect to assume the defense of any such
suit, or in case the Distributor reasonably does not approve of counsel chosen
by the Company, the Company will reimburse the Distributor, its officers and
directors, or the controlling person or persons named as defendant or defendants
in such suit, for the fees and expenses of any counsel retained by the
Distributor or them. The Company's indemnification agreement contained in this
paragraph 2.2 and the Company's representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Distributor, its officers and
directors, or any controlling person, and shall survive the delivery of any
Shares. This agreement of indemnity will inure exclusively to the Distributor's
benefit, to the benefit of its several officers and directors, and their
respective estates, and to the benefit of the controlling persons and their
successors. The Company agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Company or any of its
officers or directors in connection with the issue and sale of any Shares.
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<PAGE>
2.3 The Distributor agrees to indemnify, defend and hold the
Company, its several officers and directors, and any person who controls the
Company within the meaning of Section 15 of the 1933 Act free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
costs of investigation or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Company, its officers
or directors or any such controlling person, may incur under the 1933 Act or
under common law or otherwise, but only to the extent that such liability or
expense incurred by the Company, its officers or directors, or such controlling
person resulting from such claims or demands, shall arise out of or be based
upon any untrue, or alleged untrue, statement of a material fact contained in
information furnished by the Distributor or any affiliate thereof to the Company
or its counsel and used in the Company's registration statement or corresponding
statements made in the prospectus, or shall arise out of or be based upon any
omission, or alleged omission, to state a material fact in connection with such
information furnished by the Distributor or any affiliate thereof to the Company
or its counsel required to be stated in such answers or necessary to make such
information not misleading. The Distributor's agreement to indemnify the
Company, its officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Distributor's being notified of any
action brought against the Company, its officers or directors, or any such
controlling person, such notification to be given by letter or telegram
addressed to the Distributor at its principal office in Little Rock, Arkansas
and sent to the Distributor by the person against whom such action is brought,
within a reasonable period of time after the summons or other first legal
process shall have been served. The Distributor shall have the right to control
the defense of such action, with counsel of its own choosing, satisfactory to
the Company, if such action is based solely upon such alleged misstatement or
omission on the Distributor's part or any affiliate thereof, and in any other
event the Company, its officers or directors or such controlling person shall
each have the right to participate in the defense or preparation of the defense
of any such action. The failure so to notify the Distributor of any such action
shall not relieve the Distributor or any affiliate thereof from any liability
which the Distributor or any affiliate thereof may have to the Company, its
officers or directors, or to such controlling person by reason of any such
untrue or alleged untrue statement, or omission or alleged omission, otherwise
than on account of the Distributor's indemnity agreement contained in this
paragraph 2.3.
2.4 No Shares shall be offered by either the Distributor or the
Company under any of the provisions of this Agreement and no orders for the
purchase or sale of Shares hereunder shall be accepted by the Company if and so
long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of
the 1933 Act, or if and so long as a current prospectus, as required by Section
10(b) of the 1933 Act is not on file with the SEC; provided, however, that
nothing contained in this paragraph 2.4 shall in any way restrict or have any
application to or bearing upon the Company's obligation to repurchase Shares
from any shareholder in accordance with the provisions of the Company's
prospectus or Articles of Incorporation.
2.5 The Company agrees to advise the Distributor as soon as
reasonably practical:
(a) of any request by the SEC for amendments to the
registration statement or prospectus then in effect;
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(b) of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement or
prospectus then in effect or of the initiation of any proceeding
for that purpose;
(c) of the happening of any event that makes untrue
any statement of a material fact made in the registration
statement or prospectus then in effect or which requires the
making of a change in such registration statement or prospectus in
order to make the statements therein not misleading;
(d) of all actions of the SEC with respect to any
amendment to any registration statement or prospectus which may
from time to time be filed with the SEC; and
(e) if a current prospectus is not on file with the
SEC.
For purposes of this section, informal requests by or acts of the
Staff of the SEC shall not be deemed actions of or requests by the SEC.
3. Confidentiality.
---------------
The Distributor agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Company all records
and other information relative to the Portfolios and/or the Company and its
prior, present or potential shareholders, and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Company, which approval shall not be unreasonably withheld and may not be
withheld where the Distributor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Company.
4. Limitations of Liability.
------------------------
Except as provided in paragraph 2.3, the Distributor shall not be
liable for any error of judgment or mistake or law or for any loss suffered by
the Company or any Portfolio in connection with matters to which this agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard of its obligations and duties under this agreement.
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5. Term.
----
This agreement shall become effective on the date of its execution
and, unless sooner terminated as provided herein, shall continue thereafter with
respect to each Portfolio for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the Company's
Board of Directors or (ii) by a vote of a majority (as defined in the 1940 Act)
of the outstanding voting securities of the Portfolio, provided that in either
event the continuance is also approved by the majority of the Company's
Directors who are not parties to this agreement or interested persons (as
defined in the 1940 Act) of any such party, by vote cast in person at a meeting
called for the purpose of voting on such approval. This agreement is not
assignable and is terminable with respect to a Portfolio, without penalty, on
not less than sixty days' notice, by the Company's Board of Directors, by vote
of a majority (as defined in the 1940 Act) of the outstanding voting securities
of such Portfolio, or by the Distributor. This agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act).
6. Miscellaneous.
-------------
6.1 No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which an enforcement of the change, waiver, discharge or
termination is sought.
6.2 This agreement shall be governed by the laws of the State of
Arkansas.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place indicated below,
whereupon it shall become a binding agreement between us.
Yours very truly,
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ A. Max Walker
--------------------------------------
A. Max Walker
President and Chairman of the Board of
Directors
Accepted:
STEPHENS INC.
By: /s/ R. Greg Feltus
------------------------
R. Greg Feltus
Senior Vice President
Dated as of October 15, 1996
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SCHEDULE I
LifeGoal Growth Portfolio
LifeGoal Balanced Growth Portfolio
LifeGoal Income and Growth Portfolio
Dated as of October 15, 1996
8
CUSTODY AGREEMENT
THIS AGREEMENT is made this 15th day of October, 1996 by and between
Nations LifeGoal Funds, Inc. (the "Company") on behalf of its portfolios listed
on Schedule I, as such Schedule may be amended from time to time (individually a
"Fund" and collectively the "Funds") and NationsBank of Texas, N.A., a national
banking association (the "Custodian").
W I T N E S S E T H
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Company desires to retain the Custodian to serve as the
Company's custodian and the Custodian is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Company hereby appoints the Custodian to act
as custodian of its portfolio securities, cash and other property on the terms
set forth in this Agreement. The Custodian accepts such appointment and agrees
to furnish the services herein set forth in return for the compensation as
provided in Paragraph 24 of this Agreement. The Custodian agrees to comply with
all relevant provisions of the 1940 Act and applicable rules and regulations
thereunder. The Company may from time to time issue separate series, classes or
classify and reclassify shares of any such series or class. The Custodian shall
identify to each such series or class Property, as hereinafter defined,
belonging to such series or class and in such reports, confirmations and notices
and to the Company called for under this Agreement shall identify the series or
class to which such report, confirmation or notice pertains.
2. DELIVERY OF DOCUMENTS. The Company has furnished the Custodian
with copies properly certified or authenticated of each of the following:
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(a) Resolutions of the Company's Board of Directors
authorizing the appointment of the Custodian as Custodian of the portfolio
securities, cash and other property of the Company and approving this Agreement;
(b) Schedule A identifying and containing the signatures of
the Company's officers and/or other persons authorized to issue Oral
Instructions and to sign Written Instructions, as hereinafter defined, on behalf
of the Company;
(c) Schedule B setting forth the names and signatures of the
present officers of the Company;
(d) The Company's Articles of Incorporation filed with the
State of Maryland and all amendments thereto (such as currently in effect and as
they shall from time to time be amended, are herein called the "Charter");
(e) The Company's By-Laws and all amendments thereto (such
By-Laws, as currently in effect and as they shall from time to time be amended,
are herein called the "By-Laws");
(f) Resolutions of the Company's Board of Directors appointing
the investment advisers and sub-adviser of the Company and resolutions of the
Company's Board of Directors and the Company's shareholders approving (i) the
Investment Advisory Agreement (the "Investment Advisory Agreement") dated
October 15, 1996 between the Company, on behalf of the Portfolios, and
NationsBanc Advisors, N.A. ("NBAI"); (ii) the Sub-Advisory Agreement (the
"Sub-Advisory Agreement") dated October 15, 1996 among the Company, on behalf of
the Portfolios, NBAI and TradeStreet Investment Associates, Inc. ("TradeStreet")
(as used herein the Adviser shall mean NBAI and/or TradeStreet as the context
may require);
(g) The Investment Advisory Agreement, dated October 15, 1996;
(h) The Sub-Advisory Agreement, dated October 15, 1996;
(i) The Distribution Agreement, dated October 15, 1996,
between the Company and Stephens Inc. ("Stephens");
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<PAGE>
(j) The Administration Agreement, dated October 15, 1996,
between the Company on behalf of the Funds and Stephens;
(k) The Co-Administration Agreement, dated October 15, 1996,
between the Company and First Data Investor Services Group, Inc.
(l) The Company's Notification of Registration filed pursuant
to Section 8(a) of the 1940 Act, as filed with the Securities and Exchange
Commission (the "SEC");
(m) The Company's current Registration Statement on Form N-1A
under the 1940 Act and the Securities Act of 1933, as amended ("the 1933 Act")
as filed with the SEC, relating to shares of common stock of the Company,
without par value (the "Shares");
(n) The current prospectuses and statements of additional
information of each of the Funds, including all amendments and supplements
thereto (the "Prospectuses"). The Company will furnish the Custodian from time
to time with copies of all amendments of or supplements to the foregoing, if
any. The Company will also furnish the Custodian with a copy of the opinion of
counsel for the Company with respect to the validity of the Shares and the
status of such Shares under the 1933 Act filed with the SEC, and any other
applicable federal law or regulation; and
(o) Before any Fund of the Company engages in any transactions
regulated by the Commodity Futures Trading Commission ("CFTC"), a copy of either
(i) a filed notice of eligibility to claim the exclusion from the definition of
"commodity pool operator" contained in Section 2(a)(1)(A) of the Commodity
Exchange Act ("CEA") that is provided in Rule 4.5 under the CEA, together with
all supplements as are required by the CFTC, or (ii) a letter which has been
granted to the Company by the CFTC which states that the Company will not be
treated as a "pool" as defined in Section 4.10(d) of the CFTC's General
Regulations, or (iii) a letter which has been granted to the Company by the CFTC
which states that the CFTC will not take any enforcement action if the Company
does not register as a "commodity pool operator."
The Company will furnish the Custodian from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
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3. DEFINITIONS.
(a) "AUTHORIZED PERSON". As used in this Agreement, the term
"Authorized Person" means any of the Company's officers, and any other person,
whether or not any such person is an officer or employee of the Company, duly
authorized by the Board of Directors of the Company to give Oral and Written
Instructions on behalf of the Company and listed on Schedule A, which may be
amended from time to time.
(b) "BOOK-ENTRY SYSTEM". As used in this Agreement, the term
"Book-Entry System" means the Federal Reserve/Treasury book-entry system for
United States and federal agency securities, its successor or successors and its
nominee or nominees and any book-entry system maintained by a clearing agency
registered with the SEC under Section 17A of the Securities Exchange Act of 1934
(the "1934 Act").
(c) "ORAL INSTRUCTIONS". As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received by the Custodian
from an Authorized Person or from a person reasonably believed by the Custodian
to be an Authorized Person. The Company agrees to deliver to the Custodian, at
the time and in the manner specified in Paragraph 9 of this Agreement Written
Instructions confirming Oral Instructions.
(d) "OFFICER'S CERTIFICATE". The term "Officer's Certificate"
as used in this Agreement means instructions delivered by hand, mail, tested
telegram, cable, telex, facsimile sending device, and received by the Custodians
signed by two officers of the Company listed on Schedule B.
(e) "PROPERTY". The term "Property", as used in this
Agreement, means:
(i) any and all securities and other property of the
Company which the Company may from time to time deposit, or
cause to be deposited, with the Custodian or which the
Custodian may, from time to time, hold for the Company;
(ii) all income in respect of any other such securities or
other property;
(iii) all proceeds of the sales of any of such securities
or other property; and
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<PAGE>
(iv) all proceeds of the sale of securities issued by the
Company, which are received by the Custodian from time to time
from or on behalf of the Company.
(f) "SECURITIES DEPOSITORY". As used in this Agreement, the
term "Securities Depository" shall mean The Depository Trust Company, a clearing
agency registered with the SEC or its successor or successors and its nominee or
nominees; and shall also mean any other registered clearing agency, its
successor or successors specifically identified in a certified copy of a
resolution of the Company's Board of Directors approving deposits by the
Custodian therein.
(g) "WRITTEN INSTRUCTIONS". As used in this Agreement,
"Written Instructions" means instructions delivered by hand, mail, tested
telegram, cable, telex, facsimile sending device, and received by the Custodian,
signed by two Authorized Persons.
4. DELIVERY AND REGISTRATION OF THE PROPERTY. The Company will
deliver or cause to be delivered to the Custodian all securities and all monies
owned by it, including cash received for the issuance of its Shares, at any time
during the period of this Agreement, except for securities and monies to be
delivered to any sub-custodian appointed pursuant to Paragraph 7 hereof. The
Custodian will not be responsible for such securities and such monies until
actually received by it. All securities delivered to the Custodian or to any
such sub-custodian (other than in bearer form) shall be registered in the name
of the Company or in the name of a nominee of the fund or in the name of the
Custodian or any nominee of the Custodian (with or without indication of
fiduciary status) or in the name of any sub-custodian or any nominee of such
sub-custodian appointed pursuant to Paragraph 7 hereof or shall be properly
endorsed and in form for transfer satisfactory to the Custodian.
5. VOTING RIGHTS. With respect to all securities, however
registered, it is understood that the voting and other rights and powers shall
be exercised by the Company. The Custodian's only duty shall be to mail to the
Company any documents received, including proxy statements and offering
circulars, with any proxies for securities registered in a nominee name executed
by such nominee. Where warrants, options, tenders or other securities have fixed
expiration dates, the Company understands that in order for the Custodian to
act, the Custodian must receive the Company's instructions at its offices in New
York, addressed as the Custodian may from time to time request, by no later than
noon (New York City time) at least one business day prior to the last scheduled
date to act with respect thereto (or such earlier date or time as the Custodian
may reasonably notify the Company). Absent the Custodian's timely receipt of
such instructions, such instructions will expire without liability to the
Custodian. Corporate reports need not be forwarded to the Company.
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<PAGE>
6. RECEIPT AND DISBURSEMENT OF MONEY.
(a) the Custodian shall open and maintain a custody account
for each Fund of the Company, subject only to draft or order by the Custodian
acting pursuant to the terms of this Agreement, and shall hold in such account,
subject to the provisions hereof, all cash received by it from or for the
Company. The Custodian shall make payments of cash to, or for the account of,
each Fund of the Company from such cash only (i) for the purchase of securities
for the Company as provided in paragraph 14 hereof; (ii) upon receipt of an
Officer's Certificate for the payment of dividends or other distributions of
shares, or for the payment of interest, taxes, administration, distribution or
advisory fees or expenses which are to be borne by the Company under the terms
of this Agreement, and, with respect to each Fund, and Investment Advisory
Agreement, Sub-Advisory Agreement, Administration Agreement or Distribution
Agreement; (iii) upon receipt of Written Instructions for payments in connection
with the conversion, exchange or surrender of securities owned or subscribed to
by the Company and held by or to be delivered to the Custodian; (iv) to a
sub-custodian pursuant to Paragraph 7 hereof; or (v) for the redemption of Fund
Shares; or (vi) upon receipt of an Officer's Certificate for other corporate
purposes. No payment pursuant to (i) above shall be made unless the Custodian
has received a copy of the broker's or dealer's confirmation or the payee's
invoice as appropriate.
(b) The Custodian is hereby authorized to endorse and collect
all checks, drafts or other orders for the payment of money received as
custodian for the Company.
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(c) In the event that a payment required to be made under this
Agreement exceeds the cash available in the account of a Fund, the Custodian, in
its discretion, may advance to the Fund an amount equal to that excess and such
advance will be deemed a loan from Custodian to the Fund, payable on demand,
bearing interest at such fair market rate as may be agreed upon from time to
time by the parties hereto. Custodian may not unreasonably decline to advance
funds. In exercising its discretion under this Paragraph 6(c), Custodian
recognizes the interest of a Fund in avoiding failed trades and in meeting
redemption requests on a same-day basis, and will inform the Fund immediately
whenever Custodian anticipates that it may, in the future, be necessary to
exercise its discretion to decline an advance of funds. In any event, where
practicable, Custodian will give a Fund at least three business days' notice
before declining to advance funds. In this regard, the parties agree to
cooperate in good faith to minimize the need for advances under this Paragraph
6(c).
7. RECEIPT OF SECURITIES.
(a) Except as provided by Paragraph 8 hereof, the Custodian
shall hold and physically segregate in a separate account with respect to each
Fund, identifiable from those of any other person, all securities and non-cash
property received by it for the Company. All such securities and non-cash
property are to be held or disposed of by the Custodian for each Fund of the
Company pursuant to the terms of this Agreement. In the absence of Written
Instructions accompanied by a certified resolution authorizing the specific
transaction by the Company's Board of Directors, the Custodian shall have no
power or authority to withdraw, deliver, assign, hypothecate, pledge or
otherwise dispose of any such securities and investments, except in accordance
with the express terms provided for in this Agreement. In no case may any
director, officer, employee or agent of the Company withdraw any securities
except as provided in this Agreement and pursuant to a duly adopted resolution
of the Board of Directors. In connection with its duties under this Paragraph 7,
the Custodian may, at its own expense, enter into sub-custodian Agreements with
other banks or trust companies for the receipt of certain securities and cash to
be held by the Custodian for the account of a Fund of the Company pursuant to
this Agreement; provided that each such bank or trust company has an aggregate
capital, surplus and undivided profits, as shown by its last published report,
of not less than one million dollars ($1,000,000) for a Custodian subsidiary or
affiliate, or of not less than twenty million dollars ($20,000,000) for a
sub-custodian that is not a Custodian subsidiary or affiliate and that in either
case such bank or trust company agrees with the Custodian to comply with all
relevant provisions of the 1940 Act and applicable rules and regulations
thereunder. The Custodian will provide the Company with a copy of each
sub-custodian agreement it executes relating to the Company. The Custodian will
be liable for acts or omissions of any such sub-custodian, under the standards
of care provided for herein, of any bank or trust company that it chooses
pursuant to this Paragraph 7.
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(b) Promptly after the close of business on each day the
Custodian shall furnish the Company with confirmations and a summary of all
transfers to or from the account of each Fund of the Company during said day.
Where securities are transferred to the account of any Fund of the Company
established at a Securities Depository or the Book-Entry System pursuant to
Paragraph 8 herein, the Custodian shall also by book-entry or otherwise,
identify as belonging to such Fund the quantity of securities in a fungible bulk
of securities registered in the name of the Custodian (or its nominee) or shown
in the Custodian's account on the books of a Securities Depository or the
Book-Entry System. At least monthly and from time to time, the Custodian shall
furnish the Company with a detailed statement of the Property held for each Fund
under this Agreement.
8. USE OF SECURITIES DEPOSITORY OR THE BOOK-ENTRY SYSTEM. The
Company shall deliver to the Custodian a certified resolution of the Board of
Directors of the Company approving, authorizing and instructing the Custodian on
a continuous and ongoing basis until instructed to the contrary by Oral or
Written Instructions actually received by the Custodian (i) to deposit in a
Securities Depository or the Book-Entry System all securities of the Company
eligible for deposit therein and (ii) to utilize a Securities Depository or the
Book-Entry System to the extent possible in connection with the performance of
its duties hereunder, including without limitation settlements of purchases and
sales of securities by the Company, and deliveries and returns of securities
loaned, subject to repurchase agreements or used as collateral in connection
with borrowings. Without limiting the generality of such use, it is agreed that
the following provisions shall apply thereto:
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(a) Securities and any cash of the Company deposited in a
Securities Depository or the Book-Entry System will at all times be segregated
from any assets and cash controlled by the Custodian in other than a fiduciary
or custodian capacity. The Custodian and its sub-custodians, if any, will pay
out money only upon receipt of securities and will deliver securities only upon
receipt of money, unless the Company has given the Custodian Written
Instructions to the contrary.
(b) All books and records maintained by the Custodian that
relate to the Company participation in a Securities Depository or the Book-Entry
System will at all times during the Custodian's regular business hours be open
to the inspection of the Company's duly authorized employees or agents and the
Company's independent auditors in accordance with applicable regulations, and
the Company will be furnished with all information in respect of the services
rendered to it as it may require.
(c) The Custodian will provide the Company with copies of any
report obtained by the Custodian on the system of internal accounting control of
the Securities Depository or Book-Entry System promptly after receipt of such a
report by the Custodian. The Custodian will also provide the Company with such
reports on its own system of internal control as the Company may reasonably
request from time to time.
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9. INSTRUCTIONS CONSISTENT WITH THE CHARTER, ETC.. Unless
otherwise provided in this Agreement, the Custodian shall act only upon Oral and
Written Instructions. The Custodian may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with any
provision of the Charter or By-Laws or any vote or resolution of the Company's
Board of Directors, or any committee thereof. The Custodian shall be entitled to
rely upon any Oral or Written Instructions actually received by the Custodian
pursuant to this Agreement. The Company agrees to forward to the Custodian
Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by the Custodian at the close of business of
the same day that such Oral Instructions are given to the Custodian. The Company
agrees that the fact that such confirming Written Instructions are not received
by the Custodian shall in no way affect the validity of any of the transactions
authorized by the Company by giving Oral Instructions. The Company agrees that
the Custodian shall incur no liability in acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions, provided that such
instructions reasonably appear to have been received from an Authorized Person,
unless any liability to the Company results from the negligence or willful
misconduct of the Custodian. In accordance with instructions from the Company,
as required by accepted industry practice or as the Custodian may elect in
effecting the execution of the Company instructions, advances of cash or other
Property made by the Custodian, arising from the purchase, sale, redemption,
transfer or other disposition of Property of the Company, or in connection with
the disbursement of funds to any party, or in payment of fees, expenses, claims
or liabilities owed to the Custodian by the Company, or to any other party which
has secured judgment in a court of law against the Company which creates an
overdraft in the accounts or overdelivery of Property shall be deemed a loan by
the Custodian to the Company, payable on demand, bearing interest at such rate
customarily charged by the Custodian for similar loans.
10. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. The Custodian is
authorized to take the following action without Written Instructions:
(a) COLLECTION OF INCOME AND OTHER PAYMENTS. The Custodian
shall:
(i) collect and receive for the account of any Fund of the
Company, all income and other payments and distributions, including (without
limitation) stock dividends, rights, warrants and similar items, included or to
be included in the Property of any Fund of the Company, and promptly advise the
Company of such receipt and shall credit such income, as collected, to such Fund
of the Company. From time to time, the Custodian may elect, but shall not be so
obligated, to credit the account with interest, dividends or principal payments
on payable or contractual settlement date, in anticipation of receiving same
from a payor, central depository, broker or other agent employed by the Company
or the Custodian. Any such crediting and posting shall be at the Company's sole
risk, and the Custodian shall be authorized to reverse any such advance posting
in the event that it does not receive good funds from any such payor, central
depository, broker or agent.
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(ii) with respect to securities of foreign issue, effect
collection of dividends, interest and other income, and to notify the Company of
any call for redemption, offer of exchange, right of subscription,
reorganization, or other proceedings affecting such securities, or any default
in payments due thereon. It is understood, however, that the Custodian shall be
under no responsibility for any failure or delay in effecting such collections
or giving such notice with respect to domestic securities regardless of whether
or not the relevant information is published in any financial service available
to it unless such failure or delay is due to its negligence; however, this
sentence shall not be construed as creating any such responsibility with respect
to securities of non-foreign issue, other than such responsibility of the
Custodian. Collections of income in foreign currency are, to the extent
possible, to be converted into United States dollars unless otherwise instructed
in writing, and in effecting such conversion the Custodian may use such methods
or agencies as it may see fit, including the facilities of its own foreign
division at customary rates. All risk and expenses incident to such collection
and conversion is for the account of the Company and the Custodian shall have no
responsibility for fluctuations in exchange rates affecting any such conversion.
(iii) endorse and deposit for collection in the name of
the Company and each of its Funds, checks, drafts, or other orders for the
payment of money on the same day as received;
(iv) receive and hold for the account of each of the
Company's all securities received by the Company as a result of a stock
dividend, share or reorganization, recapitalization, readjustment or other
rearrangement or distribution of rights or similar securities issued with
respect to any portfolio securities of the Company held by the Custodian
hereunder;
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(v) present for payment and collect the amount payable
upon all securities which may mature or be called, redeemed or retired, or
otherwise become payable on the date such securities become payable;
(vi) take any action which may be necessary and proper in
connection with the collection and receipt of such income and other payments and
the endorsement for collection of checks, drafts and other negotiable
instructions;
(vii) with respect to domestic securities, to exchange
securities in temporary form for securities in definitive form, to effect an
exchange of the shares where the par value of stock is changed, and to surrender
securities at maturity or when advised of earlier call for redemption, against
payment therefor, in accordance with accepted industry practice. When fractional
shares of stock of a declaring corporation are received as a stock distribution,
the Custodian is authorized to sell the fraction received and credit the Company
account. Unless specifically instructed to the contrary in writing, the
Custodian is authorized to exchange securities in bearer form for securities in
registered form. If any Property registered in the name of a nominee of the
Custodian is called for partial redemption by the issuer of such Property, the
Custodian is authorized to allot the called portion to the respective beneficial
holders of the Property in such manner deemed to be fair and equitable by the
Custodian in its sole discretion.
(b) MISCELLANEOUS TRANSACTIONS. The Custodian is authorized to
deliver or cause to be delivered Property against payment or other consideration
or written receipt therefor in the following cases:
(c) for examination by a broker selling for the account of the
Company in accordance with street delivery custom;
(d) for the exchange for interim receipts or temporary
securities for definitive securities;
(e) for transfer of securities into the name of the Company or
the Custodian or a nominee of either, or for exchange or securities for a
different number of bonds, certificates, or other evidence, representing the
same aggregate face amount or number of units bearing the same interest rate,
maturity date and call provisions, if any; provided that, in any such case, the
new securities are to be delivered to the Custodian.
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11. TRANSACTIONS REQUIRING INSTRUCTIONS. Upon receipt of Oral or
Written Instructions and not otherwise, the Custodian, directly or through the
use of a Securities Depository or the Book-Entry System, shall:
(a) Execute and deliver to such persons as may be designated
in such Oral or Written Instructions, proxies, consents, authorizations, and any
other instruments whereby the authority of the Company as owner of any
securities may be exercised;
(b) Deliver any securities held for any Fund of the Company
against receipt of other securities or cash issued or paid in connection with
the liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
(c) Deliver any securities held for any Fund of the Company to
any protective committee, reorganization committee or other person in connection
with the reorganization, refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, against receipt of such certificates or
deposit, interim receipts or other instruments or documents as may be issued to
it to evidence such delivery;
(d) Make such transfers or exchanges of the assets of any Fund
of the Company and take such other steps as shall be stated in said instructions
to be for the purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Company;
(e) Release securities belonging to any Fund of the Company to
any bank or trust company for the purpose of pledge or hypothecation to secure
any loan incurred by the Company; provided, however, that securities shall be
released only upon payment to the Custodian of the monies borrowed, except that
in cases where additional collateral is required to secure a borrowing already
made, subject to proper prior authorization, further securities may be released
for that purpose; and pay such loan upon redelivery to it of the securities
pledged or hypothecated therefor and upon surrender of the note or notes
evidencing the loan;
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(f) Deliver any securities held for the Company upon the
exercise of a covered call option written by the Company on such securities;
(g) Release and deliver securities owned by the Company in
connection with any repurchase agreement entered into on behalf of any Fund of
the Company, but only on receipt of payment therefor; and pay out monies of the
Company in connection with such repurchase agreements, but only upon the
delivery of the securities;
(h) Otherwise transfer, exchange or deliver securities in
accordance with Oral or Written Instructions.
12. SEGREGATED ACCOUNTS.
(a) The Custodian shall, upon receipt of Written or Oral
Instructions, establish and maintain a segregated account or accounts, on its
records, for and on behalf of any Fund of the Company, into which account or
accounts may be transferred cash and/or securities, including securities in the
Book-Entry System (i) for the purposes of compliance by the Company with the
procedures required by a securities or option exchange, providing such complies
with the Investment Company Act and Release No. 10666 or any subsequent release
or releases of the Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered investment companies and (ii)
for other proper corporate purposes, but only, in the case of clause (ii), upon
receipt of Written Instructions.
13. DIVIDEND AND DISTRIBUTIONS.
(a) The Company shall furnish the Custodian with appropriate
evidence of action by the Company's Board of Directors declaring and authorizing
the payment of any dividends and distributions. Upon receipt by the Custodian of
an Officer's Certificate with respect to dividends and distributions declared by
the Company's Board of Directors and payable to shareholders of any Fund who are
entitled to receive cash for fractional shares and those who have elected in the
proper manner to receive their distributions on dividends in cash, and in
conformance with procedures mutually agreed upon by the Custodian, The Company
and the Company's Administrator or transfer agent, the Custodian shall pay to
the Fund's transfer agent, as agent for the shareholders, an amount equal to the
amount indicated in said Officer's Certificate as payable by the fund to such
shareholders for distribution in cash by the transfer agent to such
shareholders. In lieu of paying the Company's transfer agent cash dividends and
distributions, the Custodian may arrange for the direct payment of cash
dividends and distributions to shareholders by the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to time by
and among the Company, the Custodian and the Company's Administrator and
Transfer Agent.
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In accordance with the Prospectuses, the Internal Revenue Code of 1986,
as amended, and regulations promulgated thereunder, and with such procedures and
controls as are mutually agreed upon from time to time by and among the Company,
the Custodian, the Company's Administrator and Transfer Agent, the Custodian
shall arrange for the establishment of Individual Retirement Accounts ("IRAs")
as custodian accounts for such shareholders holding shares through IRA accounts.
(b) The Custodian may enter into separate custodial agreements
with various futures commission merchants ("FCMs") that the Company uses (each
an "FCM Agreement"), pursuant to which the Company's margin deposits in any
transactions involving futures contracts and options on futures contracts will
be held by the Custodian in accounts (each an "FCM Account") subject to the
disposition by the FCM involved in such contracts in accordance with the
customer contract between FCM and the Company ("FCM Contract"), SEC rules
governing such segregated accounts, CFTC rules and the rules of the applicable
commodities exchange. Such FCM Agreements shall only be entered into upon
receipt of Written Instructions from the Company which stated that (i) an FCM
Contract has been entered into; and (ii) the Company is in compliance with all
the rules and regulations of the CFTC. Transfers of initial margin shall be made
into FCM Account only upon Written Instructions; transfers of premium and
variation margin may be made into an FCM Account pursuant to Oral Instructions.
Transfers of funds from an FCM Account to the FCM for which the Custodian holds
such an account may only occur upon certification by the FCM to the Custodian
that pursuant to the FCM Agreement and the FCM Contract, all conditions
precedent to its right to give the Custodian such instruction have been
satisfied.
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14. PURCHASE OF SECURITIES. Promptly after each purchase of
securities by the Adviser on behalf of any Fund, the Company shall deliver to
the Custodian Oral or Written Instructions specifying with respect to each such
purchase: (a) the name of the issuer and the title of the securities, (b) the
number of shares of the principal amount purchased and accrued interest, if any,
(c) the dates of purchase and settlement, (d) the purchase price per unit, (e)
the total amount payable upon such purchase, (f) the name of the person, from
whom, or the broker through whom, the purchase was made and (g) the Fund for
which the purchase was made. The Custodian shall, upon receipt of securities
purchased by or for the Company, pay out of the monies held for the account of
such Fund, the total amount payable to the person, from whom, or the broker
through whom, the purchase was made, provided that the same conforms to the
total amount payable as set forth in such Oral or Written Instructions.
15. NOTATION. With respect to each deposit or withdrawal of
securities or when ordering the deposit or withdrawal of securities from
safekeeping, the Custodian shall sign a notation in respect of each such
deposit, withdrawal or order that shall show: (a) the date and time of the
deposit, withdrawal or order; (b) the title and amount of the securities or
other investments deposited, withdrawn or ordered to be withdrawn, and the
identification thereof by certificate numbers or otherwise; (c) the manner of
acquisition of the securities or similar investments deposited or the purpose
for which they have been withdrawn, or ordered to be withdrawn; and (d) if
withdrawn and delivered to another person, the name of such person. The time of
any deposit, withdrawal or order means the time of the formal recording of such
transactions on the books of the Custodian at the Custodian's close of business.
Such notation shall be transmitted promptly to an officer or director of the
Company designated by the Board of Directors who shall not otherwise be
authorized to have access to the Company's securities. Such notation shall be on
serially numbered forms and shall be preserved for at least one year.
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16. SALES OF SECURITIES. Promptly after each sale of securities by
the Adviser, the Company shall deliver to the Custodian Oral or Written
Instructions, specifying with respect to each such sale: (a) the name of the
issuer and the title of the security, (b) the number of the shares or principal
amount sold, and accrued interest, if any, (c) the dates of sale, (d) the sale
price per unit, (e) the total amount payable to the Company upon such sale, (f)
the name of the broker, through whom, or the person to whom, the sale was made
and (g) the Fund for which the sale was made. The Custodian shall deliver the
securities upon receipt of the total amount payable to the Company upon such
sale, provided that the same conforms to the total amount payable as set forth
in such Oral and Written Instructions. Subject to the foregoing, the Custodian
may accept payment in such form as shall be satisfactory to it, and may deliver
securities and arrange for payment in accordance with the customs prevailing
among dealers in securities.
17. RECORDS. The books and records pertaining to the Company which
are in the possession of the Custodian shall be the property of the Company.
Such books and records shall be prepared and maintained as required by the 1940
Act, as amended, and other applicable securities laws and rules and regulations.
The SEC, the Company, or the Company's authorized representatives, shall have
access to such books and records at all times during the Custodian's normal
business hours, and such books and records shall be surrendered to the Company
promptly upon request. Upon reasonable request of the Company, copies of any
such books and records shall be provided by the Custodian to the Company or the
Company's authorized representative at the Company's expense.
18. REPORTS.
(a) The Custodian shall furnish the Company the following
reports:
(i) such periodic and special reports as the Company may
reasonably request;
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(ii) a monthly statement summarizing all transactions and
entries for the account of each Fund of the Company;
(iii) a monthly report of portfolio securities belonging to
each fund of the Company showing the adjusted average
cost of each issue and the market value at the end of
such month;
(iv) a monthly report of the cash account of each Fund of the
Company showing disbursements;
(v) the reports to be furnished to the Company pursuant to
Rule 17f-4 under the 1940 Act; and
(vi) such other information as may be agreed upon from time
to time between the Company and the Custodian.
(b) The Custodian shall transmit promptly to the Company any
proxy statement, proxy materials, notice of a call or conversation or similar
communications received by it as Custodian of the Property.
19. COOPERATION WITH ACCOUNTANTS. The Custodian shall cooperate
with the Company's independent certified public accountant and shall take all
reasonable action in the performance of its obligations under this Agreement and
those under Rule 17f-2 under the 1940 Act ("Rule 17f-2") to the extent such Rule
is applicable, to assure that the necessary information is made available to
such accountant for the expression of its unqualified opinion with respect to,
including without limitation, the three audits required each year, the
certificates with respect to such annual audits and the opinion included in the
Company's semi-annual report on Form N-SAR, and will require each sub-custodian
appointed pursuant to paragraph 7 hereof to grant such access to the information
to the fund's independent certified public accountant. The Custodian shall
require any sub-custodian it appoints with respect to the Company to comply with
the provisions of this Paragraph 19.
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20. CONFIDENTIALITY. The Custodian agrees on behalf of itself and
its employees to treat confidentially and as the proprietary information of the
Company, all record and other information relative to the Company and its prior,
present or potential shareholders and relative to the managers and its prior,
present or potential customers, and not to use such records and information for
any purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Company, which
approval shall not be unreasonably withheld and may not be withheld where the
Custodian may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Company.
21. EQUIPMENT FAILURES. In the event of equipment failures beyond
the Custodian's control, the Custodian shall, at no additional expense to the
Company, take reasonable steps to minimize service interruptions but shall not
have liability with respect thereto. The Custodian shall enter into and shall
maintain in effect with appropriate parties one or more agreements making
reasonable provision for back up emergency use of electronic data processing
equipment to the extent appropriate equipment is available.
22. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF FUND. If the Custodian shall be in doubt as to
any action to be taken or omitted by it, it may request, and shall receive, from
the Company clarification or advice, including Oral or Written Instructions.
(b) ADVICE OF COUNSEL. If the Custodian shall be in doubt as
to any question of law involved in any action to be taken or omitted by the
Custodian, it may request advice at its own cost from counsel of its own
choosing (who may be counsel for the Company or the Custodian, at the option of
the Custodian).
(c) CONFLICTING ADVICE. In case of conflict between
directions, advice or Oral or Written Instructions received by the Custodian
pursuant to subparagraph (a) of this paragraph and advice received by the
Custodian pursuant to subparagraph (b) of this paragraph, the Custodian shall be
entitled to rely on and follow the advice received pursuant to the latter
provision alone.
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(d) PROTECTION OF THE CUSTODIAN. The Custodian shall be
protected in any action or inaction which it takes or omits to take in reliance
on any directions, advice or Oral or Written Instructions received pursuant to
subparagraphs (a) or (b) of this section which the Custodian, after receipt of
any such directions, advice or Oral or Written Instructions, in good faith
believes to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be. Nothing in this paragraph shall be construed
as imposing upon the Custodian any obligation (i) to seek such directions,
advice or Oral or Written Instructions, or (ii) to act in accordance with such
directions, advice or Oral or Written Instructions when received, unless, under
the terms or another provision of this Agreement, the same is a condition to the
Custodian's properly taking or omitting to take such action. Nothing in this
subparagraph shall excuse the Custodian when an action or omission on the part
of the Custodian constitutes willful misfeasance, bad faith, negligence or
reckless disregard by the Custodian of its duties under this Agreement.
23. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
Custodian undertakes to comply with all applicable requirements of the 1933 Act,
the 1934 Act, the 1940 Act and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties and obligations to be
performed by the Custodian hereunder. The Custodian acknowledges that the
Company is subject to Rule 17f-2 and will undertake to assist the Company in
complying with its obligations thereunder.
24. COMPENSATION. As compensation for the services rendered by the
Custodian during the term of this Agreement, the Company will pay to the
Custodian, in addition to reimbursement of its out-of-pocket expenses, monthly
fees as outlined in Schedule C, or as otherwise agreed upon from time to time in
writing by the Custodian and the Company.
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25. INDEMNIFICATION. The Company, as sole owner of the Property,
agrees to indemnify and hold harmless the Custodian and its nominees from all
taxes, charges, expenses, assessments, claims, and liabilities (including,
without limitation, liabilities arising under the 1933 Act, the Act of 1934, the
1940 Act, the CEA, and any state and foreign securities and blue sky laws, all
as or to be amended from time to time) and expenses, including (without
limitation) attorney's fees and disbursements, arising directly or indirectly
(a) from the fact that securities included in the Property are registered in the
name of any such nominee or (b) without limiting the generality of the foregoing
clause (a) from any action or thing which the Custodian takes or does or omits
to take or do (i) at the request or at the direction of or in reliance on the
advice of the Company, or (ii) upon Oral or Written Instructions, PROVIDED, that
neither the Custodian nor any of its nominees or sub-custodians shall be
indemnified against any liability to any Fund of the Company or to its
shareholders (or any expenses incident to such liability) arising out of (x) the
Custodian's or such nominee's or sub-custodian's own willful misfeasance, bad
faith, negligence or reckless disregard of its duties under this Agreement or
any agreement between the Custodian and any nominee or sub-custodian or (y) the
Custodian's own negligent failure to perform its duties under this Agreement. In
the event of any advance of cash for any purpose made by the Custodian resulting
from Oral or Written Instructions of the Company, or in the event that the
Custodian or its nominee or sub-custodian shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection with the
performance of this Agreement, except such as may arise from its or its
nominee's or sub-custodian's own negligent action, negligent failure to act,
willful misconduct, or reckless disregard, the Company shall promptly reimburse
the Custodian for such advance of cash or such taxes, charges, expenses,
assessment claims or liabilities. Notwithstanding anything to the contrary, any
one Fund shall not provide indemnification to the Custodian for any loss or
liability resulting from actions with respect to any other Fund.
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26. RESPONSIBILITY OF THE CUSTODIAN. The Custodian shall be under
no duty to take any action on behalf of the Company except as specifically set
forth herein or as may be specifically agreed to by the Custodian in writing. In
the performance of its duties hereunder, the Custodian shall be obligated to
exercise care and diligence and to act in good faith and to use its best efforts
within reasonable limits to ensure the accuracy of all services performed under
this Agreement. The Custodian shall be responsible for its own negligent failure
or that of any sub-custodian it shall appoint to perform its duties under this
Agreement but to the extent that duties, obligations and responsibilities are
not expressly set forth in this Agreement, the Custodian shall not be liable for
any act or omission which does not constitute willful misfeasance, bad faith, or
negligence on the part of the Custodian or reckless disregard of such duties,
obligations and responsibilities. Without limiting the generality of the
foregoing or of any other provision of this Agreement, the Custodian in
connection with its duties under this Agreement shall not be under any duty or
obligation to inquire into and shall not be liable for or in respect of (a) the
validity or invalidity or authority or lack thereof of any advice, direction,
notice or other instrument which conforms to the applicable requirements of this
Agreement, if any, and which the Custodian believes to be genuine, (b) the
validity of the issue of any securities purchased or sold by the Company, the
legality of the purchase or sale thereof or the propriety of the amount paid or
received therefor, (c) the legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor, (d) delays or errors or loss
of data occurring by reason of circumstances beyond the Custodian's control,
including acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown (except as provided in Paragraph 21),
flood or catastrophe, acts of God, insurrection, war, riots, or failure of the
mail, transportation, communication or power supply.
27. COLLECTION. All collections of monies or other property in
respect, or which are to become part, of the Property (but not the safekeeping
thereof upon receipt by the Custodian) shall be at the sole risk of the Company.
In any case in which the Custodian does not receive any payment due the Company
within a reasonable time after the Custodian has made proper demands for the
same, it shall so notify the Company in writing, including copies of all demand
letters, any written responses thereto, and memoranda of all oral responses
thereto, and to telephonic demands, and await instructions from the Company. The
Custodian shall not be obliged to take legal action for collection unless and
until reasonably indemnified to its satisfaction. The Custodian shall also
notify the Company as soon as reasonably practicable whenever income due on
securities is not collected in due course.
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28. DURATION AND TERMINATION. This Agreement shall be effective as
of the date hereof and shall continue until termination by the Company or by the
Custodian on 60 days written notice provided that this Agreement shall terminate
at the end of two years from the date hereof unless the Agreement is approved on
an annual basis thereafter by the Board of Directors of the Company, including a
majority of the Directors who are not "interested persons" under the 1940 Act.
Upon any termination of this Agreement, pending appointment of a successor to
the Custodian or a vote of the shareholders of the Company to dissolve or to
function without a custodian of its cash, securities or other property, the
Custodian shall not deliver cash, securities or other property of the Company to
the Company, but may deliver them to a bank or trust company of its own
selection, having aggregate capital, surplus and undivided profits, as shown by
its last published report of not less than twenty million dollars ($20,000,000)
as a custodian for the Company to be held under terms similar to those of this
Agreement, PROVIDED, HOWEVER, that the Custodian shall not be required to make
any such delivery or payment until full payment shall have been made by the
Company of all liabilities constituting a charge on, or against, the properties
then held by the Custodian, or on or against the Custodian, and until full
payment shall have been made to the Custodian of all of its fee, compensation,
costs and expenses, subject to the provisions of Paragraph 21 of this Agreement.
29. NOTICES. All notices and other communications (collectively
referred to as "Notice" or "Notices" in this paragraph) hereunder shall be in
writing or by confirm in telegram, cable, telex, or facsimile sending device.
Notices shall be addressed (a) if the Custodian, at the Custodian's address, 901
Main Street, Dallas, Texas 75283-2222, Attention: ______; (b) if to the Company,
at the address of Nations LifeGoal Funds, Inc., 111 Center Street, Little Rock,
Arkansas 72201, Attention: Richard H. Blank, Jr., Secretary; or (c) if to
neither of the foregoing, at such other address as shall have been notified to
the sender of any such Notice or other communication. Notice shall be deemed to
have been given when actually received by the other party. All postage, cable,
telegram, telex and facsimile sending device charges arising from the sending of
a Notice hereunder shall be paid by the sender.
23
<PAGE>
30. FURTHER ACTIONS. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
31. AMENDMENTS. This Agreement or any party hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
32. MISCELLANEOUS. This Agreement embodies the entire Agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof. The
captions in 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. This Agreement shall be deemed to be a contract made in
New York and governed by New York law. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their offices designated below as of the day and year first above
written.
NATIONS LIFEGOAL FUNDS, INC.
on behalf of the LifeGoal Portfolios
By: /s/ A. MAX WALKER ATTEST: /s/ RICHARD H. BLANK, JR.
----------------- -------------------------
Name: A. Max Walker Secretary
Title: President and Chairman of the
Board of Directors
NATIONSBANK OF TEXAS, N.A. ATTEST: /s/ JOSEPH T. BRADY
-------------------------
Senior Vice President
By: /s/ JOHN R. GLOVER
----------------------------
Name: John R. Glover
Title: Senior Vice President
25
<PAGE>
SCHEDULE A
AUTHORIZED PERSONS FOR
ORAL AND WRITTEN INSTRUCTIONS
ANDREW SILTON
CHARLES T. CLAPP
EDWARD D. BEDARD
JAMES JONES
RICHARD S. SZAFRAN
26
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SCHEDULE B
OFFICERS OF THE COMPANY
A. Max Walker President and Chief Executive Officer
Richard H. Rose Treasurer
Joseph C. Viselli Assistant Treasurer
Richard H. Blank, Jr. Secretary
Michael W. Nolte Assistant Secretary
Louise P. Newcomb Assistant Secretary
James E. Banks, Jr. Assistant Secretary
27
<PAGE>
SCHEDULE C
FEE SCHEDULE
Each Portfolio of the Company shall pay the Custodian the following annual fees:
1. 1.25% of 1.00% of the average daily net assets of each Portfolio;
2. $10.00 per Repurchase Collateral movement; and
3. $15.00 per Purchase, Sale and Maturity transaction
This fee will be paid monthly, based upon the average daily net assets of each
Portfolio.
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SCHEDULE I
The Custody Agreement between the Company and the Custodian applies to
the following portfolios of the Company:
LifeGoal Growth Portfolio
LifeGoal Balanced Growth Portfolio
LifeGoal Income and Growth Portfolio
29
EXHIBIT 99.H1
CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
December 1, 1998 by and among STEPHENS INC. ("Stephens"), NATIONSBANC ADVISORS,
INC. ("NBAI") and NATIONS LIFEGOAL FUNDS, INC. ("LifeGoal").
WHEREAS, LifeGoal is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, LifeGoal desires to retain Stephens and NBAI to render certain
administrative services for the investment portfolios of LifeGoal listed on
Schedule I (individually, a "Fund" and collectively, the "Funds"), and Stephens
and NBAI 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) LifeGoal hereby appoints Stephens to act as Co-Administrator
of the Funds and Stephens 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
LifeGoal, NBAI or Stephens, each new investment portfolio established in the
future by LifeGoal shall automatically become a "Fund" for all purposes
hereunder as if listed on Schedule I.
(b) LifeGoal also hereby appoints NBAI to act as Co-Administrator
of the Funds, and NBAI 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
LifeGoal or NBAI, each new investment portfolio established in the future by
LifeGoal shall automatically become a "Fund" for all purposes hereunder as if
listed on Schedule I.
2. Delivery of Documents. LifeGoal has furnished Stephens and NBAI with
copies properly certified or authenticated of each of the following:
(a) LifeGoal'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. 33-9703 and 811-7745), as
filed with the Securities and Exchange Commission (the "SEC") relating to the
Funds' shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
<PAGE>
LifeGoal will furnish Stephens and NBAI from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, LifeGoal will provide Stephens and NBAI with any other
documents that Stephens and NBAI may reasonably request and will notify Stephens
and NBAI as soon as possible of any matter materially affecting either Stephens'
or NBAI's performance of its services under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Directors of LifeGoal, Stephens, as Co-Administrator, will
assist in supervising various aspects of LifeGoal'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 LifeGoal (which may be in
the offices of Stephens 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 Directors meetings;
(e) Providing the services of certain persons who may be appointed
as officers of LifeGoal by LifeGoal's Board of Directors;
(f) Assist in coordinating the provision of legal advice and
counsel to LifeGoal with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect LifeGoal and assisting
in the strategic response to such developments, counseling and assisting
LifeGoal in routine regulatory examinations or investigations of LifeGoal, and
working closely with outside counsel to LifeGoal in connection with any
litigation in which LifeGoal is involved;
(g) Assist in coordinating the preparation of reports to
LifeGoal'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 LifeGoal 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 LifeGoal or any Fund as a
dealer or broker shall be made or reimbursed by NBAI, as set forth in Schedule
A;
2
<PAGE>
(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 NBAI or the
Funds' Sub-Advisers, Transfer Agent, Sub-Transfer Agent or Custodian;
(j) Performing certain compliance procedures for LifeGoal which
will include, among other matters, monitoring compliance with personal trading
guidelines by LifeGoal's Board of Directors; and
(k) Generally assisting in all aspects of LifeGoal's operations.
In performing all services under this Agreement, Stephens shall (i) act
in conformity with: LifeGoal's Articles of Incorporation and Bylaws, the 1940
Act and the rules thereunder, and other applicable laws and regulations, as the
same may be amended from time to time, and LifeGoal's Registration Statement, as
such Registration Statement may be amended from time to time; (ii) consult and
coordinate with LifeGoal, as necessary and appropriate; and (iii) advise and
report to LifeGoal, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
Stephens represents and warrants to LifeGoal that it will use
reasonable efforts to perform its duties and obligations under this Agreement
without: (a) any failure of its computer systems, or those used by it in the
performance of its duties hereunder, to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure of its computer systems, or those used by
it in the performance of its duties hereunder, to calculate any information
dependent on or relating to dates on or after January 1, 2000; or (c) any loss
of functionality or performance with respect to the maintenance of records or
processing of data containing dates falling on or after January 1, 2000 ((a),
(b), and (c) above shall be referred to as "Y2K Failures"). Notwithstanding the
above, Stephens shall not be liable for any Y2K Failures caused by Y2K Failures
in a third party system with which Stephens interfaces or from which Stephens
receives data in connection with the performance of its duties hereunder.
In performing its services under this Agreement, Stephens shall
cooperate and coordinate with NBAI as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for NBAI to
perform its responsibilities to LifeGoal.
4. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Directors of LifeGoal, NBAI, as Co-Administrator, will assist in
supervising various aspects of LifeGoal'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 LifeGoal as may be required by Section 31(a) of
the 1940 Act and the rules thereunder). NBAI further agrees that all such
records which it maintains for LifeGoal are the property of LifeGoal and further
agrees to surrender promptly to LifeGoal any of such records upon LifeGoal's
request;
3
<PAGE>
(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 LifeGoal's
current Prospectus(es), applicable pricing procedures and resolutions of
LifeGoal's Board of Directors, provided, that in performing such services, NBAI
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 LifeGoal'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;
(d) preparing and filing on a timely basis LifeGoal's tax returns
and other tax filings;
(e) monitoring the development and implementation of certain
compliance procedures for LifeGoal 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 LifeGoal monthly broker security
transaction summaries and monthly security transaction listings and (at
LifeGoal'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 LifeGoal and its agents in their accumulation and
preparation of materials for the Board of Directors' meetings and for regulatory
examinations and inspections of LifeGoal, to the extent such materials relate to
the services being performed for LifeGoal by NBAI; and
(h) coordinate the provisions of services to LifeGoal by other
service providers to LifeGoal, including the transfer agent, sub-transfer agent
and custodian.
In performing all services under this Agreement, NBAI shall (i) act in
conformity with LifeGoal's Articles of Incorporation and Bylaws; the 1940 Act
and the rules thereunder, and other applicable laws and regulations, as the same
may be amended from time to time; and LifeGoal's Registration Statement, as such
Registration Statement may be amended from time to time, (ii) consult and
coordinate with LifeGoal, as necessary and appropriate, and (iii) advise and
report to LifeGoal, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
4
<PAGE>
NBAI represents and warrants to LifeGoal that it will use reasonable
efforts to perform its duties and obligations under this Agreement without: (a)
any failure of its computer systems to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure of its computer systems to calculate any
information dependent on or relating to dates on or after January 1, 2000; or
(c) any loss of functionality or performance with respect to the maintenance of
records or processing of data containing dates falling on or after January 1,
2000 ((a), (b), and (c) above shall be referred to as "Y2K Failures").
Notwithstanding the above, NBAI shall not be liable for any Y2K Failures caused
by Y2K Failures in a third party system with which NBAI interfaces or from which
NBAI receives data in connection with the performance of its duties hereunder
including, without limitation, the system of any sub-administrator engaged
pursuant to Paragraph 4.
In connection with its duties under this Paragraph 4, it is understood
and agreed that NBAI 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 NBAI 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 Directors of LifeGoal, the parties agree
that NBAI may from time to time assume some or all of Stephens' duties set forth
in Paragraph 3 above.
In performing its responsibilities under this Agreement, NBAI shall
cooperate and coordinate with Stephens as necessary and appropriate and shall
provide such information within its possession or control as is reasonably
necessary or appropriate to Stephens to enable it to perform its
responsibilities to LifeGoal.
5. Compensation.
(a) Stephens shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 5(a)(2) below and as set forth in Schedule A.
(1) Stephens will from time to time employ or associate with
such person or persons as Stephens 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 Stephens and LifeGoal. The compensation of
such person or persons shall be paid by Stephens and no obligation shall be
incurred on behalf of LifeGoal or NBAI in such respect.
(2) Stephens shall not be required to pay any of the following
expenses incurred by LifeGoal: 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 Directors of LifeGoal
who are not affiliated with Stephens; outside auditing expenses; outside legal
expenses; fees of any other service provider to LifeGoal; or other expenses not
specified in this Section 5(a) which may be properly payable by NBAI and/or
LifeGoal, as set forth in Schedule A.
5
<PAGE>
(3) NBAI will compensate Stephens for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, NBAI
shall reimburse Stephens 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) NBAI shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Schedule A.
(1) NBAI will from time to time employ or associate with such
person or persons as NBAI 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 NBAI and LifeGoal. The compensation of such person or
persons shall be paid by NBAI and no obligation shall be incurred on behalf of
LifeGoal or Stephens in such respect.
(2) NBAI shall receive compensation for its services rendered
pursuant to this Agreement in accordance with Schedule A.
6. Limitation of Liability; Indemnification.
(a) Stephens shall not be liable for any error of judgment or
mistake of law or for any loss suffered by LifeGoal in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from Stephens' willful misfeasance, bad faith or gross negligence in
the performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) NBAI shall not be liable for any error of judgment or mistake
of law or for any loss suffered by LifeGoal in connection with the performance
of its obligations and duties under this Agreement, except a loss resulting from
NBAI's willful misfeasance, bad faith or gross negligence in the performance of
such obligations and duties, or by reason of its reckless disregard thereof.
(c) LifeGoal, on behalf of each Fund, will indemnify Stephens
and/or NBAI 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
gross negligence of Stephens and/or NBAI in the performance of such obligations
and duties or by reason of their reckless disregard thereof. Stephens and/or
NBAI will not confess any claim or settle or make any compromise in any instance
in which LifeGoal will be asked to provide indemnification, except with
LifeGoal's prior written consent. Any amounts payable by LifeGoal 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 LifeGoal.
6
<PAGE>
7. Effective Date; Termination of Agreement.
(a) This Agreement shall become effective, on a Fund by Fund
basis, upon the completion of the transfer of a Fund's accounting function to
The Bank of New York, notice of which shall be provided by LifeGoal to Stephens
and NBAI for each Fund. This Agreement shall remain in full force and effect
with respect to such Fund(s) unless terminated pursuant to the provisions of
Section 7(c).
(b) The parties agree that the administration arrangements between
Stephens and LifeGoal, dated September 1, 1993, and the sub-administration
arrangements between Stephens and NBAI, dated November 18, 1997, with respect to
the Funds shall be terminated on a Fund by Fund basis upon the effectiveness of
this Agreement.
(c) This Agreement may be terminated at any time without payment
of any penalty, upon 60 days' written notice, by vote of the Board of Directors
of LifeGoal, by Stephens or by NBAI. Stephens and NBAI will each cooperate with
and assist LifeGoal, its agents and any successor administrator or
administrators in the substitution/conversion process.
(d) 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 LifeGoal, its prior, present or potential shareholders and
NBAI's customers that are exchanged or received pursuant to the performance of
Stephens' and/or NBAI's duties under this Agreement shall remain confidential
and shall not be disclosed to any other person, except as specifically
authorized by LifeGoal or as may be required by law, and shall not be used for
any purpose other than performance of NBAI's and Stephens' responsibilities and
duties hereunder.
10. Service to Other Companies or Accounts. LifeGoal acknowledges that
both Stephens and NBAI 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 LifeGoal has no objection to
either Stephens or NBAI so acting. LifeGoal further acknowledges that the
persons employed by both Stephens and NBAI 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 Stephens or NBAI 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 LifeGoal, Stephens or NBAI 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.
7
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To LifeGoal:
Nations LifeGoal Funds, Inc.
111 Center Street, Suite 3000
Little Rock, Arkansas 72201
Attention: Secretary
To Stephens:
Stephens Inc.
111 Center Street, Suite 3000
Little Rock, Arkansas 72201
Attention: Richard H. Blank, Jr.
To NBAI:
NationsBanc Advisors, Inc.
One Bank of America Plaza
33rd Floor
Charlotte, NC 28255
Attention: Edward D. Bedard
(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 Maryland.
(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
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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.
STEPHENS INC.
By: /s/ Richard H. Blank, Jr.
----------------------------
Richard H. Blank, Jr.
Senior Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Edward D. Bedard
----------------------------
Edward D. Bedard
Senior Vice President and
Chief Operating Officer
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ James E. Banks, Jr.
----------------------------
James E. Banks, Jr.
Assistant Secretary
9
<PAGE>
SCHEDULE I
1. LifeGoal Growth Portfolio
2. LifeGoal Balanced Growth Portfolio
3. LifeGoal Income and Growth Portfolio
<PAGE>
SCHEDULE A
NBAI shall be compensated for its services rendered pursuant to this
Agreement as agreed upon by LifeGoal and NBAI. Stephens shall receive
compensation for administration services rendered pursuant to this Agreement
directly from NBAI, at a rate which Stephens and NBAI may agree on from time to
time.
NBAI shall reimburse all expenses of the Funds (including all expenses
incurred by Stephens) except taxes, brokerage fees and commissions, if any,
extraordinary expenses and any class-level distribution fees, shareholder
servicing fees and/or shareholder administration fees, which shall be paid by
the Funds (or classes thereof, as appropriate).
SUB-ADMINISTRATION AGREEMENT
This SUB-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
December 1, 1998 by and among THE BANK OF NEW YORK ("BNY"), NATIONSBANC
ADVISORS, INC. ("NBAI") and NATIONS LIFEGOAL FUNDS, INC. ("LifeGoal").
WHEREAS, LifeGoal is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, NBAI serves as the Co-Administrator for the investment
portfolios of LifeGoal pursuant to a separate Co-Administration Agreement; and
WHEREAS, NBAI desires to retain BNY to render certain
sub-administrative services to LifeGoal and to NBAI, as Co-Administrator of
LifeGoal, and BNY 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 and Duties as Sub-Administrator.
-------------------------------------------
(a) NBAI hereby appoints BNY to act as Sub-Administrator of LifeGoal
and to render sub-administrative services for each portfolio of LifeGoal listed
on Schedule I (individually, a "Fund" and collectively, the "Funds") and BNY
hereby accepts such appointment and agrees to render the services and duties set
forth in Schedule II as it may be amended from time to time, for the
compensation and on the terms herein provided. Each new investment portfolio
established in the future by LifeGoal or NBAI will become a "Fund" for all
purposes hereunder when BNY receives a revised Schedule I from NBAI or LifeGoal
that includes such new portfolio.
(b) Subject to the other provisions of this Section 1, in performing
all services under this Agreement, BNY shall (i) act in conformity with
LifeGoal's Articles of Incorporation and Bylaws (the "Bylaws"), the 1940 Act and
the rules thereunder, including but not limited to Rules 31a-1 to 31a-3, and
other applicable laws and regulations, as the same may be amended from time to
time, and LifeGoal's Registration Statement, as such Registration Statement may
be amended from time to time; (ii) consult and coordinate with NBAI and
LifeGoal, as necessary and appropriate; and (iii) advise and report to NBAI and
LifeGoal, as necessary or appropriate, with respect to any compliance matters
that come to its attention. In performing all services under this Agreement BNY
shall meet the minimum quality of service standards set forth on Schedule III.
1
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(c) LifeGoal has furnished BNY and NBAI with copies properly certified
or authenticated of each of the following: (i) LifeGoal's Articles of
Incorporation or other organizational document and all amendments thereto (the
"Charter"); (ii) LifeGoal's Bylaws; (iii) resolutions of LifeGoal's Board of
Directors or other governing body (the "Board") authorizing the execution,
delivery and performance of this Agreement by LifeGoal; (iv) LifeGoal'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. 333-9703 and 811-7745), as filed with the
Securities and Exchange Commission (the "SEC") relating to the Funds' shares
(the "Shares"); (iv) the Funds' current Prospectus(es); (v) the Funds' current
Statement(s) of Additional Information; and (vi) the pricing procedures
applicable to the calculation of the Funds' net asset values as approved by
LifeGoal's Board (the "Pricing Procedures"). It is solely LifeGoal's
responsibility to furnish BNY from time to time with copies, properly certified
or authenticated, of all amendments of or supplements to the foregoing, and BNY
will not be held to have knowledge of any such amendments or supplements until
the same are actually received by BNY. Furthermore, LifeGoal will provide BNY
with any other documents that BNY and NBAI may reasonably request and will
notify BNY and NBAI as soon as possible of any matter materially affecting
either BNY's or NBAI's performance of its services under this Agreement.
(d)(i) BNY undertakes to report on a regular basis to NBAI and LifeGoal
regarding: (A) the readiness of its computer systems, or those used by it in the
performance of its duties hereunder, properly to record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, September 9, 1999, January 1, 2000 or February 29, 2000 (the "Subject
Dates") as a result of the occurrence, or use of data containing any such
Subject Dates; (B) the readiness of its computer systems or those used by it in
the performance of its duties hereunder, to calculate any information dependent
on or relating to dates on or after the Subject Dates; and (C) its ability to
perform the administration and fund accounting services set forth in Schedule II
(the "Services") in accordance with any applicable performance standards set
forth in Schedule III (the "Standards") with respect to the maintenance of
records or processing of data containing dates falling on or after the Subject
Dates, provided that, with respect to computers used but not owned by BNY and
third-party computer systems other than InvestOne, BNY's responsibility shall be
limited to seeking similar reports from such owners or third parties and
promptly forwarding such reports to NBAI. Without limiting the foregoing, BNY
undertakes to notify NBAI and LifeGoal, in writing, of any concerns believed by
BNY to be material regarding the events described in this paragraph, provided
that, with respect to computers owned by others and third-party computer systems
other than InvestOne, BNY's responsibility shall be limited to seeking similar
notice from such owners or third parties and promptly forwarding such
notifications to NBAI.
(ii) NBAI or LifeGoal shall have the right to terminate this Agreement
if there is a "material failure" by BNY to perform any of the Services in
accordance with the Standards due to a failure by computers owned or used by BNY
in performing its duties hereunder to properly process the occurrence of the
Subject Dates or data containing the Subject Dates. As used in this Section
1(d), the term "material failure" shall be limited to a failure to provide any
of the Services in accordance with the Standards, provided that no such failure
shall be deemed a "material failure" if such failure occurs at or about the time
other major financial institutions similar to BNY providing similar services in
a similar volume to investment companies similar to LifeGoal are experiencing
similar failures, and, provided further, that no failure by BNY shall be or be
deemed a "material failure" if BNY substantially provides the Services under a
contingency plan, it being agreed that, to the extent that the parties mutually
agree, the time frames and deadlines set forth in Schedule III of this Agreement
and elsewhere shall not be considered in determining whether BNY is
substantially providing the Services in accordance with the Standards. NBAI and
LifeGoal agree to act reasonably and in good faith in considering any request by
BNY to extend time frames and deadlines.
2
<PAGE>
(iii) In the event there is a "material failure" by BNY to provide the
Services and such "material failure" is not cured by BNY within 10 days after
such material failure arises, NBAI or LifeGoal shall have the right to terminate
this Agreement upon the giving of 60 days written notice to BNY. BNY shall,
notwithstanding any other provision contained in this Agreement, have no
liability to LifeGoal or NBAI under this Agreement if such "material failure"
initially arose out of or was caused by a failure of a computer used but not
owned by BNY or owned by a third party (other than InvestOne) to properly
process the Subject Dates or data containing the Subject Dates, and BNY shall be
entitled to any compensation and reimbursement for out-of-pocket expense as may
then be due and payable, as well as agreed-upon out-of-pocket expenses incurred
in connection with such a termination. If such a termination is the result of a
"material failure" initially arising out of, or caused by a failure of computers
owned by BNY or a failure by InvestOne, then, first, BNY's liability hereunder
for such failure shall, notwithstanding any other provision contained in this
Agreement to the contrary, be limited to the lesser of (x) the fees paid to a
successor service provider during the six months next succeeding the date of
termination to the extent such fees exceed the fees that would have been paid to
BNY hereunder, and (y) $1,000,000; and second, BNY shall not be entitled to
out-of-pocket expenses incurred in connection with such a termination.
(iv) In the event of conflict between this Section 1(d) and any other
provision contained in this Agreement, this Section 1(d) shall control.
(v) NBAI and LifeGoal each agree to hold all of the provisions of this
Section 1(d) in strict confidence and not to disclose, nor permit disclosure of,
such provisions.
(e) Subject to the direction and approval of LifeGoal's Board and
appropriate officers and the provisions of this Agreement, BNY shall provide to
each Fund the administrative services set forth on Schedule II attached hereto.
In performing such services hereunder, BNY shall provide, at its expense, office
space, facilities, equipment and personnel. BNY shall not provide any services
relating to the management, investment advisory or sub-advisory functions of any
Fund, distribution of shares of any Fund, maintenance of any Fund's financial
records (except as otherwise agreed by the parties) or any services normally
performed by the Funds' counsel or independent accountants. Upon receipt of
LifeGoal's prior written consent, BNY may delegate any of its duties and
obligations hereunder to any delegee or agent whenever and on such terms and
conditions as it deems necessary or appropriate. Unless expressly agreed in
writing, BNY shall not be relieved of liability or responsibility for the
performance of any duties or obligations delegated to a delegee or agent,
provided that BNY shall have no liability for duties or obligations that are
delegated to a delegee or agent at the instruction of LifeGoal or NBAI. LifeGoal
and NBAI shall cause their respective officers, and shall use reasonable efforts
to cause LifeGoal's or NBAI's legal counsel, independent accountants, and
transfer agent to cooperate with BNY and to provide BNY, upon BNY's reasonable
written request, with such information, documents and advice relating to such
Fund as is within the possession or knowledge of such persons, in order to
enable BNY to perform its duties hereunder. Such cooperation or provision of
information, documents or advice shall be at no cost to BNY, provided BNY's
request is reasonable and NBAI shall have been notified of the request. In
connection with its duties hereunder, BNY shall be entitled to reasonably rely
upon any documents relating to a Fund provided to BNY by any of the
aforementioned persons. BNY may apply to LifeGoal or NBAI for written
instructions with respect to any matter arising in connection with BNY's
performance hereunder. If, after a reasonable period of time, BNY receives no
response to any such application, BNY may then notify LifeGoal or NBAI of
reasonable action that BNY shall take if written instructions are not received
within a stated period of time after such notice, and then BNY shall not be
liable for taking such reasonable action as if written instructions had been
provided. BNY is entitled to reasonably rely and act in accordance with written
instructions believed to have been given by authorized persons and shall incur
no costs for such reasonable reliance. BNY shall have no duties or
responsibilities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement and Schedule II hereto, and no covenant
or obligation shall be implied against BNY in connection with this Agreement.
3
<PAGE>
(f) LifeGoal and NBAI, for itself and not for the others, hereby
represents and warrants to the BNY, which representations and warranties shall
be deemed to be continuing, that: (i) it is duly organized and existing under
the laws of the jurisdiction of its organization, with full power to carry on
its business as now conducted, to enter into this Agreement and to perform its
obligations hereunder; (ii) this Agreement has been duly authorized, executed
and delivered by it in accordance with all requisite action and constitutes a
valid and legally binding obligation, enforceable in accordance with its terms;
(iii) it is conducting its business substantially in compliance with all
applicable laws and regulations, both state and federal, and has obtained all
regulatory licenses, approvals and consents necessary to carry on its business
as now conducted; (iv) there is no statute, regulation, rule, order or judgment
binding on it and no provision of its Charter or Bylaws, nor of any mortgage,
indenture, credit agreement or other contract binding on it or affecting its
property which would prohibit its execution or performance of this Agreement;
and (v) LifeGoal and NBAI will use reasonable efforts to promptly notify BNY of
any errors or omissions contained in any reports, calculations, valuations and
other items of information, provided that any failure by LifeGoal or NBAI to
detect any such errors or omissions shall not relieve BNY of any resulting
liability therefrom. To the extent that NBAI has actual knowledge of any such
error or omission and fails to use reasonable efforts to promptly notify BNY,
BNY shall be relieved of any liability that BNY may have mitigated had NBAI
provided notice of such error or omission to BNY.
(g) BNY hereby represents and warrants to LifeGoal and NBAI, which
representations and warranties shall be deemed to be continuing, that: (i) it is
duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted, to
enter into this Agreement and to perform its obligations hereunder; (ii) this
Agreement has been duly authorized, executed and delivered by it in accordance
with all requisite action and constitutes a valid and legally binding
obligation, enforceable in accordance with its terms; and (iii) it is conducting
its business substantially in compliance with all applicable laws and
regulations, both state and federal, and has obtained all regulatory licenses,
approvals and consents necessary to carry on its business as now conducted;
there is no statute, regulation, rule, order or judgment binding on it and no
provision of its Charter or Bylaws, nor of any mortgage, indenture, credit
agreement or other contract binding on it or affecting its property which would
prohibit its execution or performance of this Agreement.
4
<PAGE>
2. Compensation. For the services to be rendered, the facilities to be
furnished and the compensation and other expenses to be borne by BNY, as
provided for in this Agreement, BNY shall be entitled to receive a monthly fee
from NBAI and reimbursement for out-of-pocket expenses as set forth in Schedule
IV to this Agreement. It is understood that NBAI shall be responsible for BNY's
monthly fee for its services hereunder, and BNY agrees that it shall have no
claim against LifeGoal or the Funds with respect to compensation under this
Agreement.
3. Recordkeeping. BNY shall, as agent for LifeGoal, and subject to the
direction and approval of LifeGoal's Board and the provisions of this Agreement,
maintain and keep current the books, accounts and other documents, if any,
pursuant to the services and duties provided by BNY as set forth in Schedule II
of this Agreement, and preserve any such books, accounts and other documents in
accordance with the applicable provisions of Rule 31a-2 of the 1940 Act. Such
books, accounts and other documents shall be made available upon reasonable
request for inspection by officers, employees and auditors of LifeGoal and NBAI
during BNY's normal business hours. All records maintained and preserved by BNY
pursuant to this Agreement which LifeGoal is required to maintain and preserve
in accordance with Rule 31a-2 of the 1940 Act shall be and remain the property
of LifeGoal and shall be surrendered to LifeGoal promptly upon request in the
form in which such records have been maintained and preserved. Upon reasonable
request of LifeGoal, BNY shall provide in data files or hard copy, whichever
LifeGoal shall reasonably elect, any records included in any such delivery which
are maintained by BNY on a computer disc, or are similarly maintained, and
LifeGoal shall reimburse BNY for its expenses of providing such hard copy..
4. Standard of Care; Indemnification.
(a) BNY shall at all times act in good faith and agrees to use its best
efforts to fulfill its obligations under this Agreement, but assumes no
responsibility for loss or damage to LifeGoal unless such loss or damages is
caused by BNY's own negligence, bad faith or willful misconduct or that of its
directors, officers or employees. BNY shall be responsible hereunder for all
direct damages resulting from its own negligence, bad faith or willful
misconduct, provided however that it shall not be responsible for lost profits
or lost business arising under or in connection with this Agreement. It is
understood and agreed that for purposes of this Section 4(a), "direct damages"
shall include, but shall not be limited to, all legal costs, penalties,
reimbursement for excess distribution and redemption payments, repurchasing
costs for servicing agents and reimbursement to the Funds for net asset value
breaks (as calculated under the Pricing Procedures).
(b) LifeGoal, on behalf of each Fund, will indemnify BNY against and
hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses of a defense against
any claim, demand, action or suit), relating to the particular Fund and arising
from any one or more of the following: (i) errors in records or instructions,
explanations, information, specifications or documentation of any kind, as the
case may be, supplied to BNY by any person described in Section 1 hereof or by
any third party described in Section 5; (ii) action or inaction taken or omitted
to be taken by BNY pursuant to written or oral instructions described in this
Agreement (or otherwise without bad faith, negligence or willful misconduct);
(iii) any action taken or omitted to be taken by BNY in good faith in accordance
with the advice or opinion of counsel for a Fund, LifeGoal, NBAI (obtained in
accordance with the procedures set forth in this Agreement) or its own counsel;
(iv) any improper use by the Fund, LifeGoal, NBAI or their respective agents, of
any valuations or computations supplied by BNY pursuant to this Agreement; (v)
the method of valuation of the securities and the method of computing a Fund's
net asset value or any other amount computed by BNY hereunder, provided BNY has
followed the Pricing Procedures; and (vi) any valuation of securities, net asset
value or other amount provided by a Fund or NBAI. BNY will not confess any claim
or settle or make any compromise in any instance in which LifeGoal will be asked
to provide indemnification, except with LifeGoal's prior written consent. Any
amounts payable by LifeGoal under this Section 4(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 LifeGoal.
5
<PAGE>
5. Fund Accounting Services.
(a) BNY, in performing the services required of it under the terms of
this Agreement, shall be entitled to rely fully on the accuracy and validity of
any and all instructions, explanations, information, specifications and
documentation furnished to it by a Fund and shall have no duty or obligation to
review the accuracy, validity or propriety of such instructions, explanations,
information, specifications or documentation, including, without limitation,
evaluations of securities; the amounts or formula for calculating the amounts
and times of accrual of Fund's liabilities and expenses; the amounts receivable
and the amounts payable on the sale or purchase of securities; and amounts
receivable or amounts payable for the sale or redemption of Fund shares effected
by or on behalf of the Fund. In the event BNY's computations hereunder rely, in
whole or in part, upon information, including, without limitation, bid, offer or
market values of securities or other assets, or accruals of interest or earnings
thereon, from a pricing or similar service utilized, or subscribed to, by BNY
which BNY in its judgment deems reliable, or any other third party pricing
source designated by LifeGoal, BNY shall not be responsible for, under any duty
to inquire into, or deemed to make any assurances with respect to, the accuracy
or completeness of such information. BNY shall not be required to inquire into
any valuation of securities or other assets by the Fund or any third party
described in this Section, even though BNY in performing services similar to the
services provided pursuant to this Agreement for others may receive different
valuations of the same or different securities of the same issuers.
(b) Subject to the provisions of this Agreement and the direction and
approval of LifeGoal's Board, BNY shall perform the computations described in
Schedule II at such times and dates and in the manner specified or described in
the then-current Prospectus(es) of a Fund. To the extent valuation of securities
or a computation specified or described in a Fund's Pricing Procedures or
then-current effective Prospectus is at any time inconsistent with any
applicable laws or regulations, LifeGoal or NBAI shall immediately so notify BNY
in writing and thereafter shall furnish BNY at all appropriate times with the
values of such securities and such Fund's net asset value or other amounts
otherwise to be calculated by BNY, or, subject to the prior approval of BNY,
instruct BNY in writing to value securities and make such computations in a
manner which LifeGoal or NBAI then represents in writing to be consistent with
all applicable laws and regulations. LifeGoal or NBAI may also from time to
time, subject to the prior approval of BNY, instruct BNY in writing to make
computations other than as specified in this Section of this Agreement. By
giving such instruction, LifeGoal or NBAI shall be deemed to have represented
that such instruction is consistent with all applicable laws and regulations and
the then-current effective Prospectus of the particular Fund. LifeGoal or NBAI
shall have sole responsibility for determining the method of valuation of
securities and the method of computations, and all computations, valuation of
securities and the method of computing each Fund's net asset value shall be
subject to approval by LifeGoal and NBAI. BNY shall not be liable for relying on
any price provided by any pricing service believed by BNY to be reliable, and
LifeGoal or NBAI shall furnish values when the same are not available from a
pricing service utilized by BNY, with such furnishing to constitute an
instruction to BNY to rely on the provided values.
6
<PAGE>
(c) BNY shall be responsible for determining and properly reflecting in
the computations made by it made by it under this Agreement: (i) the taxable
nature of any distribution or amount received or deemed received by, or payable
to, a Fund; (ii) the taxable nature or effect on a Fund or its shareholders of
any corporate actions, class actions, tax reclaims, tax refunds, or similar
events; (iii) the taxable nature or taxable amount of any distribution or
dividend paid, payable or deemed paid, by a Fund to its shareholders; (iv) the
effect under any federal, state, or foreign income tax laws of a Fund making or
not making any distribution or dividend payment, or any election with respect
thereto; or (v) any tax accounting; provided, however, that if BNY is not
certain of the taxable nature, amount or effect of any such item, it may seek
instructions regarding the proper treatment of such item from LifeGoal or NBAI
in accordance with the procedures set forth in Section 1(e), above, and shall
have no liability for acting in reliance on such instructions.
6. Termination of Agreement.
(a) This Agreement shall become effective as of the date first set
forth above and shall remain in full force and effect 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 to BNY by NBAI or by vote of the Board of
LifeGoal; or upon 180 days' written notice to NBAI and LifeGoal by BNY. Upon any
such termination, BNY will cooperate with and assist LifeGoal, NBAI, their
agents and any successor administrator(s) or sub-administrator(s) in the
substitution/conversion process. In connection with any termination of this
Agreement, unless BNY is in breach of this Agreement, the Funds and NBAI agree
to pay BNY any compensation and reimbursement for out-of-pocket expenses as may
then be due and payable, as well as agreed-upon out-of-pocket expenses incurred
in connection with a termination. If BNY is in breach of this Agreement, the
Funds and NBAI may offset any compensation or reimbursement amounts owed to BNY
by the amount of damages, costs and expenses incurred as a result of BNY's
breach, including costs, expenses and reasonable incremental fees for a period
not to exceed one year incurred in connection with a conversion by LifeGoal and
NBAI to a successor service provider. In the event of a dispute as to the amount
of such damages, the Funds and NBAI agree to escrow the set-off amount.
(c) Sections 4 and 8 shall survive this Agreement's termination.
7
<PAGE>
7. Amendments. Except as expressly provided in the first paragraph of
Section 1, no provision of this Agreement may be amended or modified orally, but
only by an instrument in writing signed by the party against which enforcement
of the amendment or modification is sought.
8. Confidentiality. All books, records, information and data pertaining
to the business of LifeGoal, or its prior, present or potential shareholders
that are exchanged or received in connection with the performance of BNY's
duties under this Agreement shall remain confidential and shall not be disclosed
to any other person, except as specifically authorized by LifeGoal or as may be
required by law, and shall not be used for any purpose other than performance of
its responsibilities and duties hereunder, and except that BNY retains the right
to disclose matters subject to confidentiality to its examiners, regulators,
internal or external auditors, its accountants, its internal and external
counsel, and to any other entity whenever it is advised by its internal or
external counsel that it is reasonably likely that BNY would be liable for a
failure to do so. BNY will endeavor to provide written notice to LifeGoal and
NBAI at least five business days prior to any disclosures pursuant to this
Section 8, but, provided it shall have provided as much notice as is reasonably
practicable under the circumstances, BNY shall have no liability for any failure
to do so.
9. Service to Other Companies. LifeGoal and NBAI acknowledge that BNY
now provides, will continue to provide and may in the future provide
administrative or other services to other investment companies or series of
investment companies, and LifeGoal and NBAI have no objection to BNY so doing.
LifeGoal and NBAI further acknowledge that the persons employed by BNY to assist
in the performance of BNY'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 BNY or any affiliate of BNY to engage
in and devote time and attention to other businesses or to render services of
whatever kind or nature.
10. Conversion Schedule. If LifeGoal and NBAI, in the exercise of their
reasonable judgment, cannot meet the conversion schedule set forth in Schedule
VI as a result of BNY's inability to provide, or to confirm that it is capable
of providing, the services described in Schedule II or to meet the quality of
service standards set forth in Schedule III with respect to one or more Funds in
accordance with the conversion schedule attached as Schedule VI, then BNY shall
be obligated to pay any resulting incremental costs incurred by LifeGoal or
NBAI, including any incremental fees payable to First Data Investors Services
Group by LifeGoal or NBAI.
11. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflict of laws principles thereof.
Each Fund, LifeGoal and NBAI hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any dispute
arising hereunder. To the extent that in any such jurisdiction any of the
aforementioned persons may now or hereafter be entitled to claim, for itself or
its assets, immunity from suit, execution, attachment (before or after judgment)
or other legal process, each irrevocably agrees not to claim, and it hereby
waives, such immunity.
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(b) In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
(c) Each and every right granted to BNY, LifeGoal or NBAI hereunder or
under any other document delivered hereunder or in connection herewith, or
allowed it by law or equity, shall be cumulative and may be exercised from time
to time. No failure on the part of BNY, LifeGoal or NBAI to exercise, and no
delay in exercising, any right will operate as a waiver thereof, nor will any
single or partial exercise by BNY, LifeGoal or NBAI of any right preclude any
other or future exercise thereof or the exercise of any other right.
(d) BNY shall not be responsible for delays or errors that occur by
reason of circumstances beyond its reasonable control in the performance of its
duties under this Agreement, provided that reasonable back-up and disaster
recovery systems are in place, including, without limitation, labor
difficulties, mechanical breakdowns, computer breakdowns or malfunctions
(hardware or software), flood or catastrophe, acts of God, failures of
transportation, communication or power supply, or other similar circumstances.
Nor shall BNY be responsible for delays or failures to supply the information or
services specified in this Agreement where such delays or failures are caused by
the failure of any person(s) other than BNY to supply any instructions,
explanations, information, specifications or documentation deemed necessary by
BNY in the performance of its duties under this Agreement.
(e) Any notice or other instrument authorized or required by this
Agreement to be given in writing to LifeGoal, BNY and/or NBAI 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 LifeGoal:
Nations LifeGoal Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Attention: Richard H. Blank, Jr.
To NBAI:
NationsBanc Advisors, Inc.
One Bank of America Plaza
101 South Tryon Street, NC1-002-33-31
Charlotte, NC 28255-0001
Attention: Edward D. Bedard
9
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To BNY:
The Bank of New York
90 Washington Street
22nd Floor
New York, NY 10286
Attention: Stephen E. Grunston
(f) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement may not be assigned by BNY, nor may BNY delegate
responsibility for the performance of any of its duties hereunder, without the
written consent of the other parties hereto.
(g) 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.
(h) 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.
(i) This Agreement constitutes the entire agreement between the parties
hereto with respect to the provision by BNY of sub-administrative services and
the receipt of fees therefor, and supersedes all prior arrangements or
understandings, written or oral, with respect to the provision by BNY of such
services and the receipt of fees therefor.
10
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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.
THE BANK OF NEW YORK
By: /s/ Stephen E. Grunston
----------------------------------
Name: Stephen E. Grunston
Title: Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Edward D. Bedard
----------------------------------
Name: Edward D. Bedard
Title: Senior Vice President and
Chief Operating Officer
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ James E. Banks, Jr.
----------------------------------
Name: James E. Banks, Jr.
Title: Assistant Secretary
11
<PAGE>
SCHEDULE I
1. LifeGoal Growth Portfolio
2. LifeGoal Balanced Growth Portfolio
3. LifeGoal Income and Growth Portfolio
I-1
<PAGE>
SCHEDULE II
FUND ADMINISTRATION SERVICES
BNY shall perform the following sub-administrative services, in
addition to any other services agreed to from time to time:
o Monitor and document compliance by the Funds with their policies and
restrictions as delineated in their Prospectuses and Statements of
Additional Information, including any supplements or amendments thereto,
and with the rules and regulations under the 1940 Act utilizing Charles
River Development's compliance monitoring system or by such other means as
the parties may agree. NBAI shall be responsible for communicating such
policies and restrictions, including any changes thereto, to BNY by such
means as the parties agree.
o Provide income attribution summary schedules necessary for year-end tax
reporting, including the attached examples. Provide a gross up for foreign
taxes on a per share basis and the redesignation of income and capital
gains on a per share basis.
o Prepare federal, state, excise and local income tax returns for the Funds
and file such returns upon the approval of the Funds' independent
accountants; monitor, report on and prepare periodic worksheet and tax
provision packages with respect to Sub-Chapter M qualifications; prepare
and file all Form 1099s with respect to the Funds' Directors; monitor
compliance with Section 4982 of the Internal Revenue Code; calculate and
maintain records pertaining to original issue discount and premium
amortization as required; identify wash sales and all other book/tax
differences, and report results to the Funds' independent accountants and
Funds management; and such other duties relating to federal and/or state
tax compliance as the parties may agree. BNY shall be responsible for
providing all pertinent tax information to the Funds' independent
accountants.
o Prepare Return of Capital Statement of Position 93-2 adjustments.
o Support NBAI in its preparation of the schedules and provide NBAI unaudited
quarterly and semi-annual and audited annual financial statements and
schedules of Fund investments by providing, without limitation, each Funds'
schedule of investments and general ledger in electronic format and/or hard
copy, as required, and such other information as may be necessary to
complete such financial reports.
o Prepare statistical reports for outside information services (referenced in
Schedule V), and such other information services as the parties may agree,
including the ICI expense survey.
o Prepare calculations for capital gains pursuant to IRS rules in conjunction
with NBAI and the Funds' independent accountants.
o Attend Fund shareholder and Board of Directors meetings as requested by
NBAI, including making such presentations as are appropriate, and, with
respect to the Fund administration services described herein, provide such
periodic and special reports to LifeGoal and NBAI as LifeGoal and NBAI
shall reasonably request.
II-1
<PAGE>
FUND ACCOUNTING SERVICES
BNY shall provide all accounting and recordkeeping services necessary
and appropriate for the business of the Funds, including but not limited to
those set forth below.
Required Records; Ledgers and Journals
BNY shall keep current the following accounts and records relating to
the business of the Funds, in such form as is required by the 1940 Act and the
rules thereunder, and generally accepted accounting principles, to support all
filings under applicable federal and state tax laws and regulations and as may
be mutually agreed to among LifeGoal, NBAI and BNY, and shall make available to
NBAI and/or LifeGoal upon request:
1. Cash Receipts Journal
2. Cash Disbursements Journal
3. Dividends Paid and Payable Schedule (book vs. tax basis)
4. Purchase and Sales Journals - Portfolio Securities
5. Realized/Unrealized Gain (Loss) Reports
6. Subscription and Redemption Journals
7. Security Ledgers - Transaction Report and Tax Lot Holdings Report
8. Broker Ledger - Commission Report
9. Daily Expense Accruals
10. Daily Interest Accruals
11. Daily Trial Balance
12. Portfolio Interest Receivable and Income Journal
13. Portfolio Dividend Receivable and Income Register
14. Listing of Portfolio Holdings - showing cost, market value and
percentage of portfolio comprised of each security
15. Aged Receivables (dividends, interest, tax reclaiming)
16. Portfolio Turnover Rate
17. Cash reconciliations
18. Position reconciliations
BNY will be responsible for maintaining, in accordance with
Section 31 and the rules thereunder of the 1940 Act, all books and records so
required and generated in the course of performing their duties under this
agreement. Further, at a minimum, BNY shall maintain on-site the above
referenced reports as of each month end for the most recent fiscal year-ended
and the current fiscal year.
II-2
<PAGE>
Daily Accounting Services
BNY shall perform the following services on each Business Day:
1. Calculate Net Asset Value (NAV), and Public Offering Price (POP)
Per Share Pursuant to SEC formulas:
o Update the valuation of security positions held by each Fund's portfolio
in accordance with the Fund's Pricing Procedures and any other
appropriate procedures established by the Board and NBAI as NBAI shall
provide BNY in writing
o When instructed by NBAI, enter manual prices supplied by broker and link
to pricing procedures
o Calculate each Fund's NAV/POP in accordance with the applicable Pricing
Procedures approved by LifeGoal's Board of Directors and prepare NAV
proof sheet. Review components of change in NAV for reasonableness based
on the tolerance levels as NBAI shall direct BNY in writing
o Review variance reporting for price changes in individual securities
using variance levels established by Fund and report to Fund portfolio
managers and to NBAI
o Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement
o Communicate required pricing and yield information (NAV/POP), as
appropriate, to NBAI, the Funds' Transfer Agent and Sub-Transfer Agent
and, electronically, to NASDAQ and to such other third parties as
designated by the Funds with respect to its various distribution
channels. In addition, provide Fund share activity to NBAI.
2. Dividend Rates/Yields/Dollar Weighted Average Maturity:
o Calculate, subject to the approval of NBAI, net investment income
available for distribution daily as appropriate
o Calculate daily dividend rate, and 1, 7, 30-day yields/SEC yields
o Calculate dollar weighted average maturity
3. Determine and Report Cash Availability:
o Receive daily cash and transaction statements from the Funds' Custodian
o Complete daily bank cash reconciliations (including documentation of any
reconciling items) and notify the Funds' Custodian
o Report investable cash to NBAI and Fund sub-advisers
4. Daily Expense Accruals:
o Accrue individual expenses on a daily basis based on Instructions
provided by NBAI, except for those instances where such an adjustment
would cause a full penny break in NAV, in which case such adjustment
will be included in the calculation of NAV on the day received
o If applicable, accrue daily amortization of organization expense as
instructed by NBAI
II-3
<PAGE>
o If applicable, accrue daily Rule 12b-1 Plan expenses
o Adjust expense accruals as instructed by NBAI and provide reports as
requested by NBAI
5. Verify and Record All Daily Income Accruals for Debt Issues:
o Track income and provide year end tax schedules
o Review and verify all interest and amortization reports
o Periodic tie-out of receivables
o Ensure security masters denote proper interest and amortization methods
as per the fund set up sheets as instructed by NBAI
6. Monitor Securities:
o Review each funds portfolio holding and current days security trades for
dividend activity
o Interface with Funds' Custodian for timely collection and postings of
corporate actions, dividends and interest pre-payments
7. Enter All Security Trades:
o Review verification of trade and interest calculations
o Verify settlement through custodian statements
o Maintain security ledger transaction reporting
o Maintain tax lot holdings
o Determine realized gains or losses on security trades
o Provide broker commission information
8. Enter All Fund Share Transactions:
o Periodically reconcile dividend payable amounts with the Funds' Transfer
Agent
o Process activity identified on transfer agent reports
o Verify settlement through custodian statements
o Reconcile to transfer agency report balances
o Process and track capital stock gain/loss activity
9. Prepare Daily Trial Balance:
o Post manual entries to general ledger
o Post custodian bank activity
o Require automated settled transactions between custody and activity
records (prepare, clear and post)
o Post shareholder and security transactions
o Post and verify income and expense accruals and resolve differences
o Prepare general ledger
o Post corporate action activity
II-4
<PAGE>
10. Review and Reconcile Custodian Statements:
o Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. when requested
o Post all cash settlement activity to trial balance
o Reconcile to ending cash balance accounts
o Report to NBAI the status of past due items and failed trades with the
custodian
o Reconcile cash exception Income items, tax reclaims and past due income
items with custody area
11. Preparation of Accounting Reports:
o Price Variance Report
o Trial Balance
o Portfolio Valuation
o NAV Calculation Report
o Cash Availability
o Change in NAV
o Non-standard entries
o Stale Price Report
o Other such reports as may be reasonably be requested by NBAI
Monthly/Quarterly Services
BNY shall provide the following services on a monthly or quarterly
basis, within such timeframe as may be mutually agreed upon by BNY, LifeGoal and
NBAI:
1. Submission of Monthly Accounting Reports as mutually agreed upon
2. Reconcile Asset Listing to Custodian Asset Listing
3. Provide Monthly Analysis and Reconciliation of Trial Balance Accounts
4. Prepare Documentation Supporting the Preparation of:
o SEC yield reporting
o Income by state reporting
o Standard Industry Code Valuation Report (please provide NBAI's industry
code classifications/is there a standard for all funds)
o Alternative Minimum Tax Income segregation schedule
II-5
<PAGE>
5. Provide Upon Request Broker Commission and Net Trade Reports
Annual (and Semi-Annual) Accounting Services
BNY shall provide the following services on an annual and semi-annual
basis:
1. Supply auditors InvestOne reports supporting securities and shareholder
transactions, income and expense accruals, etc. during the year in
accordance with standard audit assistance requirements
2. Provide NBAI with information to assist NBAI in the preparation of NSAR
filings
Other Core Services
BNY shall provide the following services:
o Accrete discounts and amortize premiums to put and call events as
directed by NBAI and in a manner acceptable under generally accepted
accounting principles
o Process principal repayments on mortgage backed securities
o Update variable securities with current rates
o Process corporate action events through a primary vender feed, and
monitor results via Reuters, Bloomberg, or other available sources as
the parties may agree
o Perform automated portfolio pricing with a second vendor as requested by
NBAI
o Produce documents and respond to inquiries during account and SEC
examinations
Money Market Funds: Prepare daily mark to market reports and analysis
in compliance with Rule 2a-7 including:
o Calculating the daily portfolio weighted average maturity
o Report portfolio diversification based on trade/security information
provided by NBAI by:
Country, State, Tier, Liquidity, Asset Backed Securities,
Industry, Letter of Credit
o Listing percentage of portfolio maturing in specified intervals (I.E.,
number of days)
o Providing issuer and guarantor diversification exception reporting
International Funds: BNY shall provide the following services:
o Report in base and local currency
II-6
<PAGE>
o Processing of tax liability on foreign income subject to approval of
NBAI
o Daily variance analysis performed on FX rates for security position held
o Produce automated bifurcation reporting in compliance with IRC Section
988
o Mark to market security receivables and payables on a daily basis
o Determine portfolio exposure by country and currency
In addition to the above, BNY will provide additional support as agreed
upon from time to time (i.e., financial statement production).
II-7
<PAGE>
SCHEDULE III
SERVICE LEVEL PERFORMANCE STANDARDS
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------ ---------------------------------------------------------------
SERVICE STANDARD
- ------------------------------------------------------------ ---------------------------------------------------------------
1. Daily Cash Availability |_| 100% accuracy and delivery by 9:00 a.m. EST for
Money Market Funds and 9:30 a.m. EST for all
others
|_| Compensation for uninvested cash at Nations Cash
Reserves' mill rate
- ------------------------------------------------------------ ---------------------------------------------------------------
2. Calculation of daily NAVs |_| 100% accuracy by 5:00 p.m. EST including pricing,
expense accruals, cash activity, manual entries,
S/H activity. Delivery by 5:45 p.m. EST
- ------------------------------------------------------------ ---------------------------------------------------------------
3. Review of daily NAVs |_| 100% review by 5:30 p.m. EST
|_| Review of NAV components for reasonableness
including analysis of the change in the NAV and
the change in mill rates.
|_| Review of price variance report
|_| Review of manual proof
- ------------------------------------------------------------ ---------------------------------------------------------------
4. NASDAQ Reporting |_| 100% accuracy and communication by 5:45 p.m. EST
- ------------------------------------------------------------ ---------------------------------------------------------------
5. Daily Pricing and Rate Report (DPRR) |_| 100% accuracy in nightly transmission of DPRRs
|_| Money Market Funds-5:30 p.m. EST
|_| All other funds- 6:00 p.m. EST
- ------------------------------------------------------------ ---------------------------------------------------------------
6. FundStation Report (SubM) |_| 100% accuracy and nightly transmission by 7:00 p.m.
EST
- ------------------------------------------------------------ ---------------------------------------------------------------
7. Processing of trade tickets |_| 100% accuracy and processed by T+1 if received by
the following cut-off times:
|_| All Funds (except International) - 10:00 am (T+1)
|_| International - 12:00 p.m. (T+1)
|_| Same day settlements - 1:30 p.m.
- ------------------------------------------------------------ ---------------------------------------------------------------
III-1
<PAGE>
- ------------------------------------------------------------ ---------------------------------------------------------------
SERVICE STANDARD
- ------------------------------------------------------------ ---------------------------------------------------------------
8. Problem Resolution (general) |_| NAV impact analysis within 1 day
|_| Clear and timely communication of 100% of issues
|_| Ongoing Tracking
- ------------------------------------------------------------ ---------------------------------------------------------------
9. Cash reconciliations |_| Performed daily and sent daily to NBAI (Money Market
Funds) and sent weekly to NBAI (all other funds)
|_| Issues communicated to NBAI same day
|_| Outstanding items addressed within 1 business day
- ------------------------------------------------------------ ---------------------------------------------------------------
10. Position Reconciliations |_| Performed daily and sent weekly to NBAI
|_| Issues communicated to NBAI same day
|_| Open issues addressed within 2 business days
- ------------------------------------------------------------ ---------------------------------------------------------------
11. Tax reporting
|_| Federal, state, tax returns |_| Tax provision package prepared within time
parameters as set by NBAI/Independent tax
|_| Tax provision packages including personnel (PWC)
Sub-M and excise tax amounts/
distributions
|_| Estimates of tax requirements prepared as required
|_| Identification of all book/tax by NBAI for proper tax planning
differences
|_| Capital gain estimate preparations
- ------------------------------------------------------------ ---------------------------------------------------------------
12. Statistical Reports |_| Filed within the time parameters as set forth by
each statistical service
- ------------------------------------------------------------ ---------------------------------------------------------------
13. Expense accruals/payments |_| Payments made on the business day written
instructions from an authorized signator received
|_| Expense accruals made with 100% accuracy based upon
written instructions from NBAI
- ------------------------------------------------------------ ---------------------------------------------------------------
14. Management Reports |_| Provided to NBAI within 10 business days of month end
- ------------------------------------------------------------ ---------------------------------------------------------------
III-2
<PAGE>
- ------------------------------------------------------------ ---------------------------------------------------------------
SERVICE STANDARD
- ------------------------------------------------------------ ---------------------------------------------------------------
15. Year end tax reports |_| Provided to NBAI within the time frame agreed to
- ------------------------------------------------------------ ---------------------------------------------------------------
16. Annual/Semi-Annual Reports |_| Provide Trial Balance within 5 business days after
annual/semi-annual period
|_| Provide additional financial statement support as
agreed to
- ------------------------------------------------------------ ---------------------------------------------------------------
17. Daily Reports |_| To be provided on the following day
|_| Provide detailed portfolio valuation
|_| Trial Balance
- ------------------------------------------------------------ ---------------------------------------------------------------
18. Daily Cash Sweep |_| 100% accuracy and communication by 2:00 p.m. EST
|_| Nations Cash Reserves
|_| AIM
|_| Nuveen
- ------------------------------------------------------------ ---------------------------------------------------------------
19. Post Dividends / Corporate Actions |_| 100% accuracy and posted on effective date
- ------------------------------------------------------------ ---------------------------------------------------------------
20. Monthly Reconciliations |_| Complete reconciliations within 10 business days
- ------------------------------------------------------------ ---------------------------------------------------------------
21. Reporting to Sub-Advisors |_| Provide nightly and other periodic reporting to
Nations Funds Sub-Advisors
- ------------------------------------------------------------ ---------------------------------------------------------------
22. Compliance |_| Provide compliance reports as requested by NBAI
- ------------------------------------------------------------ ---------------------------------------------------------------
</TABLE>
III-3
<PAGE>
SCHEDULE IV
(ATTACHED)
IV-1
<PAGE>
SCHEDULE V
All Database Companies Quarterly List
AMG Data Services Lipper
Barron's Morningstar
Bloomberg CDA Wiesenberger
CDA Wiesenberger Investment Company Institute
Commerce Clearing House (CCH) S&P Micropal
Forbes Institute for Economic Research
Institute for Economic Research Value Line
Interactive Data Services Media General Financial Services
Investment Company Institute LCG Associates
LCG Associates Closed End Fund Digest (Closed End Only)
Lipper Lipper - International (Closed End Only)
Media General
Moody's Investors Service
Morningstar
S&P Micropal
Strategic Insights
Value Line
V-1
<PAGE>
SCHEDULE VI
Conversion Schedule
- ---------------------------- ----------------------- ---------------------
Fund Type Number of Funds No Later Than
- ---------------------------- ----------------------- ---------------------
Money Market Funds 9 Funds 12/1/98
- ---------------------------- ----------------------- ---------------------
Variable Annuity Funds 8 Funds 12/31/98
- ---------------------------- ----------------------- ---------------------
International Funds: 8 Funds 12/31/98
- Global Government
- Emerging Markets
- Pacific Growth
- International Equity
- International Growth
- International Value
- 2 Marsico Funds
- ---------------------------- ----------------------- ---------------------
All Remaining Funds 44 Funds 2/15/99
- ---------------------------- ----------------------- ---------------------
VI-1
TRANSFER AGENCY AND SERVICES AGREEMENT
(With Facilities Management Arrangement)
THIS AGREEMENT, dated as of this first day of June, 1995 between
NATIONS FUND, INC., a Maryland corporation, NATIONS FUND TRUST, a Massachusetts
business trust, THE CAPITOL MUTUAL FUNDS, a Massachusetts business trust,
NATIONS FUND PORTFOLIOS, INC., a Maryland corporation, and each other investment
company which may become a party hereto pursuant to the terms of this Agreement
(individually a "Fund", and collectively, the "Funds"), each with its principal
place of business at 111 Center Street, Little Rock, Arkansas 72201 and
additional offices at 101 South Tryon Street, Charlotte, North Carolina 28255,
and THE SHAREHOLDER SERVICES GROUP, INC. (the "Transfer Agent"), a Massachusetts
corporation with principal offices at One Exchange Place, 53 State Street,
Boston, Massachusetts 02109.
WITNESSETH
WHEREAS, each Fund desires to appoint the Transfer Agent as its
transfer agent, dividend disbursing agent and agent in connection with certain
other activities and the Transfer Agent desires to accept such appointment;
WHEREAS, each Fund may authorize the issuance of Shares in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets ("Portfolio");
WHEREAS, each Fund and each Portfolio of a Fund subject to this
Agreement, including any investment company or Portfolio as may be added to this
Agreement pursuant to Section 17, shall be identified in the attached Schedule
G; and
WHEREAS, the Transfer Agent and NationsBank, N.A. (Carolinas)
("NationsBank") have entered into a Facilities Management Agreement ("Facilities
Agreement") dated June 1, 1995 pursuant to which the Transfer Agent has
established a servicing and processing center to provide transfer agent services
on behalf of the Funds in Charlotte, North Carolina (the "Charlotte Facility").
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Funds and the Transfer Agent agree as follows:
Article 1 Definitions
1.1 Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, or other similar organizational
document as the case may be, of a Fund as the same may be amended from
time to time.
<PAGE>
(b) "Authorized Person" of a Fund shall be deemed to include (i)
any authorized officer of the Fund; (ii) the members of the Joint
Operations Board (as hereinafter defined); or (iii) any person, whether
or not such person is an officer or employee of the Fund, duly
authorized to give Oral Instructions or Written Instructions on behalf
of the Fund as indicated in writing to the Transfer Agent from time to
time.
(c) "Board of Directors" of a Fund shall mean the Board of
Directors or Board of Trustees of the Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" of a Fund refers to any custodian or subcustodian
of securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement.
(f) "Joint Operations Board" shall mean the joint board comprised
of one senior representative from the Transfer Agent, one individual
designated by the Funds jointly to represent their respective interests
and the most senior Transfer Agent manager of the Charlotte Facility.
(g) "1940 Act" shall mean the Investment Company Act of 1940 and
the rules and regulations promulgated thereunder, all as amended from
time to time.
(h) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by the Transfer Agent from a
person reasonably believed by the Transfer Agent to be an Authorized
Person;
(i) "Prospectus" of a Fund shall mean collectively the most
recently dated Fund Prospectuses and Statements of Additional
Information, including any supplements thereto, if any, with respect to
each Portfolio of the Fund which have become effective under the
Securities Act of 1933 and the 1940 Act.
(j) "Shares" of a Fund refers collectively to such shares of
capital stock or beneficial interest, as the case may be, or class
thereof, of the Fund as may be issued from time to time.
(k) "Shareholder" shall mean a record owner of Shares.
(l) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be an
Authorized Person and actually received by the Transfer Agent. Written
Instructions shall include manually executed originals and authorized
electronic transmissions, including telefacsimile of a manually
executed original or other process.
2
<PAGE>
Article 2 Appointment of the Transfer Agent
2.1 Each Fund hereby appoints and constitutes the Transfer Agent as transfer
agent and dividend disbursing agent for Shares of the Fund and the Transfer
Agent hereby accepts such appointments and agrees to perform the duties
hereinafter set forth.
Article 3 Duties of the Transfer Agent
3.1 The Transfer Agent shall be responsible for:
(a) Administering and performing the customary services of a
transfer agent; agent in connection with dividend and distribution
functions; and agent in connection with shareholder account and
administrative functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Custodian) of
Shares, as more fully described in the written schedule of Duties of
the Transfer Agent annexed hereto as Schedule A and incorporated
herein, and in accordance with the terms of each Fund's Prospectus,
applicable law and the procedures established from time to time between
the Transfer Agent and the Funds.
(b) Recording the issuance of Shares and maintaining pursuant to
Commission Rule 17Ad-10(e) a record of the total number of Shares which
are authorized, based upon data provided to it by each Fund, and issued
and outstanding. The Transfer Agent shall provide each Fund on a
regular basis with the total number of Shares which are authorized and
issued and outstanding and shall have no obligation, when recording the
issuance of Shares, to monitor the issuance of such Shares or to take
cognizance of any laws relating to the legality or validity of the
issue or sale of such Shares, which functions shall be the sole
responsibility of the Fund.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for: (i) the legality of the
issuance or sale of any Shares or the sufficiency of the amount to be
received therefor; (ii) the legality of the redemption of any Shares,
or the propriety of the amount to be paid therefor; (iii) the legality
of the declaration of any dividend by the Board of Directors, or the
legality of the issuance of any Shares in payment of any dividend; or
(iv) the legality of any recapitalization or readjustment of the
Shares.
3.2 In addition, each Fund shall verify the establishment of shares or
share transactions for each State prior to activation on the Transfer Agent's
system and thereafter monitor the daily activity of shares for each State based
upon daily transactions recorded by the Transfer Agent and transmitted to the
Fund or its designated agent. The responsibility of the Transfer Agent for a
Fund's blue sky State registration status is solely limited to the initial
establishment of shares or share transactions subject to blue sky compliance by
the Fund and the reporting of such transactions to the Fund as provided above.
3
<PAGE>
3.3 In addition to the duties set forth herein, the Transfer Agent
shall perform such other duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in writing between the Funds
and the Transfer Agent.
Article 4 Duties of the Joint Operations Board
4.1 The Joint Operations Board will be responsible for the following
with respect to the services to be performed by the Transfer Agent under this
Agreement (the "Services"):
(a) General oversight of the provision of Services by the Transfer
Agent, including, but not limited to, the creation and quarterly review
of quality standards governing the Services pursuant to Article 5
hereof, the establishment of strategic and/or operational goals with
respect to the Services to be provided at the Charlotte Facility, and
addressing such issues and concerns that may arise from time to time
amongst the Funds and the Transfer Agent under this Agreement.
(b) Review and approval of, from a technical feasibility
standpoint, imaging and other new technologies proposed to be used by
the Transfer Agent in performing the Services at the Charlotte
facility.
(c) Review and approval of the Charlotte Facility budget and
expense statements, including those costs for which compensation is
sought by the Transfer Agent pursuant to Article 8 hereof.
(d) Review of those costs incurred by the Transfer Agent, other
than in connection with the Charlotte Facility, for which compensation
is sought by the Transfer Agent pursuant to Article 8 hereof.
4.2 With respect to matters described in Section 4.1 above, the
decision of the Funds' representative on the Joint Operations Board shall
control.
4.3 On a monthly basis, the Transfer Agent shall provide to the Joint
Operations Board a statement of the internal and external costs incurred by the
Transfer Agent in connection with the provision of Services for which the
Transfer Agent will seek reimbursement under Article 8 hereof.
Article 5 Quality Standards
5.1 The quality of service provided by the Transfer Agent hereunder
shall be maintained at or above the levels set forth in Schedule B hereto. Such
quality standards shall govern the Services provided by the Transfer Agent until
a new set of quality standards is established pursuant to Section 5.2 hereof.
5.2 As soon as practicable after the first ninety (90) days of
operation of the Charlotte Facility, the Joint Operations Board shall establish
a new set of quality standards reasonably acceptable to the Funds and the
Transfer Agent.
4
<PAGE>
5.3 The Joint Operations Board shall review and update, if necessary,
the quality standards on a semi-annual basis.
5.4 If, at any time during the term of this Agreement, 20% or more of
the then-current quality standards (e.g., 2 or more out of 10 standards) are not
met by the Transfer Agent during any month (as evidenced by monthly reports),
the Funds shall promptly notify the Transfer Agent in writing of such failure
and the details relating to such failure. If, any of the failed quality
standards are not met by the Transfer Agent during the three month period
commencing thirty (30) days after the Transfer Agent receives such notice, the
Funds shall have the right to terminate this Agreement on thirty (30) days
notice.
5.5 Notwithstanding the foregoing, the Funds shall not have the right
to terminate this Agreement based on the failure by the Transfer Agent to have
satisfied a quality standard if such failure was caused directly by the negative
vote of the Funds' representative on the Joint Operations Board with respect to
a commercially reasonable funding request of the Transfer Agent for the
Charlotte Facility.
Article 6 Recordkeeping and Other Information
6.1 The Transfer Agent shall create and maintain all records required
of it pursuant to its duties hereunder and as set forth in Schedule A in
accordance with all applicable laws, rules and regulations, including records
required by Section 31(a) of the 1940 Act. All records shall be available during
regular business hours for inspection and use by the Funds. Where applicable,
such records shall be maintained by the Transfer Agent for the periods and in
the places required by Rule 31a-2 under the 1940 Act.
6.2 To the extent required by Section 31 of the 1940 Act, the Transfer
Agent agrees that all such records prepared or maintained by the Transfer Agent
relating to the Services are the property of the relevant Fund and will be
preserved, maintained and made available in accordance with such section, and
will be surrendered promptly to such Fund on and in accordance with the Fund's
request.
6.3 In case of any requests or demands for the inspection of
Shareholder records of a Fund, the Transfer Agent will endeavor to notify the
Fund of such request and secure Written Instructions as to the handling of such
request. The Transfer Agent reserves the right, upon prior notice to the Fund,
to exhibit the Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to comply with such request.
6.4 Upon reasonable notice by a Fund, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this Agreement
for reasonable visitation by the Fund, or any person retained by the Fund as may
be necessary for the Fund to evaluate the quality of the Services performed by
the Transfer Agent pursuant hereto.
5
<PAGE>
Article 7 Fund Instructions
7.1 The Transfer Agent will have no liability when acting for a Fund in
accordance with Written or Oral Instructions believed to have been executed or
orally communicated by an Authorized Person of the Fund and will not be held to
have any notice of any change of authority of any person until receipt of a
Written Instruction thereof from the Fund. The Transfer Agent will also have no
liability when processing Share certificates for a Fund which it reasonably
believes to bear the proper manual or facsimile signatures of the officers of
the Fund and the proper countersignature of the Transfer Agent.
7.2 The Transfer Agent may request Written Instructions from a Fund and
may seek advice from legal counsel for the Fund with prior notice to the Fund,
or its own legal counsel, with respect to any matter arising in connection with
this Agreement, and it shall not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Fund or for the Transfer Agent.
Written Instructions requested by the Transfer Agent will be provided by the
Fund within a reasonable period of time.
7.3 The Transfer Agent, its officers, agents or employees, shall accept
Oral Instructions or Written Instructions given to them with respect to a Fund
by any person representing or acting on behalf of the Fund only if said
representative is an Authorized Person of the Fund. The Funds agree that all
Oral Instructions shall be followed within one business day by confirming
Written Instructions, and that the Funds' failure to so confirm shall not impair
in any respect the Transfer Agent's right to reply on Oral Instructions.
Article 8 Compensation
8.1 The Funds shall reimburse the Transfer Agent for all the Transfer
Agent's "Costs" incurred in connection with the provision of Services as set
forth in the written Schedule of Costs annexed hereto as Schedule C and
incorporated herein and in addition the Funds shall compensate the Transfer
Agent for the following amounts (the "Margin");
(a) During the first 36 months of the Initial Term (as defined
below), an amount equal to 15% of such Costs during each month.
(b) During the last 24 months of the Initial Term and during each
Renewal Term (as defined below), an amount equal to 12.5% of such Costs
during each month.
8.2 Notwithstanding the foregoing, the charges incurred by the Transfer
Agent under the Facilities Agreement with NationsBank and such other expenses
set forth in the written schedule of Non-Margin Expenses annexed hereto as
Schedule D shall not be included as Costs in connection with the calculation of
the Margin amounts set forth in Subsections 8.1(a) and (b).
6
<PAGE>
8.3 In addition to the Costs and Margin described above, the Fund shall
reimburse the Transfer Agent, and will be billed separately for, those
out-of-pocket expenses incurred by the Transfer Agent in the performance of its
duties hereunder as specified in the written schedule of out-of-pocket expenses
annexed hereto as Schedule E and incorporated herein.
8.4 The Funds agree to pay all fees and out-of-pocket expenses within
thirty (30) days following the receipt of the respective invoice. The Funds
shall not be obligated to pay amounts that are reasonably in dispute until such
dispute is resolved.
Article 9 Documents
9.1 In connection with the appointment of the Transfer Agent, each Fund
shall, on or before the date this Agreement goes into effect, but in any case
within a reasonable period of time for the Transfer Agent to prepare to perform
its duties hereunder, deliver or cause to be delivered to the Transfer Agent the
documents set forth in the written schedule of Fund Documents annexed hereto as
Schedule F.
Article 10 Transfer Agent System
10.1 The Transfer Agent shall retain title to and ownership of any and
all data bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights utilized by the Transfer Agent in connection with
the services provided by the Transfer Agent to the Fund herein (the "Transfer
Agent System").
10.2 The Transfer Agent hereby grants to each Fund a limited license to
the Transfer Agent System for the sole and limited purpose of having the
Transfer Agent provide the services contemplated hereunder and nothing contained
in this Agreement shall be construed or interpreted otherwise and such license
shall immediately terminate upon the termination of this Agreement.
10.3 The Transfer Agent agrees to provide the Funds with full access to
the Transfer Agent System and all enhancements thereto to the same extent that
such is made available to other Transfer Agent clients.
10.4 In the event the Funds desire the Transfer Agent to develop any
enhancements for the Transfer Agent System, the parties shall agree on the
staffing requirements which will be subject to the approval of the Joint
Operations Board.
10.5 In the event the Funds request an enhancement to the Transfer
Agent System which is estimated to require 5,000 programming hours or more
("Enhancement Project") and the Funds agree to assume the cost of such
Enhancement Project, the Funds and the Transfer Agent shall agree in writing on
any restrictions imposed on the Transfer Agent with respect to the use of such
enhancement prior to commencement of the Enhancement Project.
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10.6 Each Fund reserves the right to review and examine "imaging" and
significant other technological developments to be implemented with the Transfer
Agent System from a technical feasibility standpoint.
Article 11 Representations and Warranties of the Transfer Agent
11.1 The Transfer Agent represents and warrants to each Fund that:
(a) It is a corporation duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(b) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
(c) All requisite corporate proceedings have been taken to
authorize it to enter into this Agreement;
(d) It is duly registered with the appropriate regulatory agencies
as a transfer agent and such registration will remain in effect for the
duration of this Agreement;
(e) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 12 Representations and Warranties of the Funds
12.1 Each Fund represents and warrants to the Transfer Agent that:
(a) It is duly organized and existing and in good standing under
the laws of the jurisdiction in which it is organized;
(b) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into this Agreement;
(c) All corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize
it to enter into this Agreement;
(d) A registration statement under the Securities Act of 1933, as
amended, is currently effective and will remain effective, and all
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being
offered for sale;
(e) All outstanding Shares are validly issued, fully paid and
non-assessable and that, when Shares are hereafter issued in accordance
with the terms of the Fund's Articles of Incorporation and its
Prospectus, such Shares shall be validly issued, fully paid and
non-assessable.
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Article 13 Indemnification
13.1 The Transfer Agent shall not be responsible for and each Fund
shall indemnify and hold the Transfer Agent harmless from and against any and
all claims, costs, expenses (including reasonable attorneys' fees), losses,
damages, charges, payments and liabilities of any sort or kind which may be
asserted against the Transfer Agent or for which the Transfer Agent may be held
to be liable (a "Claim") arising out of or attributable to any of the following:
(a) Any actions of the Transfer Agent required to be taken
pursuant to this Agreement for the Fund unless such Claim resulted from
a negligent act or failure to act or bad faith by the Transfer Agent in
the performance of its duties hereunder.
(b) The Transfer Agent's reasonable reliance on, or reasonable use
of information, data, records and documents (including but not limited
to magnetic tapes, computer printouts, hard copies and microfilm
copies) received by the Transfer Agent from the Fund, or any authorized
third party acting on behalf of the Fund, including but not limited to
the prior transfer agent for the Fund, in the performance of the
Transfer Agent's duties and obligations hereunder.
(c) The reliance on, or the implementation of, any Written or Oral
Instructions or any other instructions or requests of the Fund which
are deemed to be provided by an Authorized Person of the Fund.
(d) The offer or sales of Shares by the Fund in violation of any
requirement under the securities laws or regulations of any state that
such Shares be registered in such state or in violation of any stop
order or other determination or ruling by any state with respect to the
offer or sale of such Shares in such state.
(e) The Fund's refusal or failure to comply with the terms of this
Agreement, or any Claim which arises out of the Fund's negligence or
misconduct or the breach of any representation or warranty of the Fund
made herein.
13.2 In any case in which a Fund may be asked to indemnify or hold the
Transfer Agent harmless, the Transfer Agent will notify the Fund promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Fund although the failure to do
so shall not prevent recovery by the Transfer Agent, unless the Fund is actually
prejudiced thereby, and the Transfer Agent shall keep the Fund advised with
respect to all developments concerning such situation. The Fund shall have the
option to defend the Transfer Agent against any Claim which may be the subject
of this indemnification, and, in the event that the Fund so elects, such defense
shall be conducted by counsel chosen by the Fund and satisfactory to the
Transfer Agent, and thereupon the Fund shall take over complete defense of the
Claim and the Transfer Agent shall sustain no further legal or other expenses in
respect of such Claim. The Transfer Agent will not confess any Claim or make any
compromise in any case in which the Fund will be asked to provide
indemnification, except with the Fund's prior written consent. The obligations
of the parties hereto under this Article shall survive the termination of this
Agreement, so long as the Transfer Agent and the Fund act in good faith and are
not negligent in their actions.
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Article 14 Standard of Care
14.1 The Transfer Agent shall at all times act in good faith and agrees
to use its best efforts within commercially reasonable limits to ensure the
accuracy of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Funds unless said errors are caused by
the Transfer Agent's own negligence, bad faith or willful misconduct or that of
its employees.
Article 15 Consequential Damages
15.1 In no event and under no circumstances shall either a Fund or the
Transfer Agent be liable to another party for consequential or indirect loss of
profits, reputation or business or any other special damages under any provision
of this Agreement or for any act or failure to act hereunder.
Article 16 Term and Termination
16.1 This Agreement shall be effective on the date first written above
and shall continue for a period of sixty (60) months (the "Initial Term"),
unless earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive terms of
twenty-four (24) months ("Renewal Terms") each, unless terminated pursuant to
this Agreement.
16.2 The Funds or the Transfer Agent may terminate this Agreement at
the end of the Initial Term or at the end of any subsequent Renewal Term upon
not less than nine (9) months prior written notice to the other parties.
16.3 Upon a minimum of nine (9) months prior written notice from the
Boards of Directors of the Funds, the Funds may terminate this Agreement at the
end of the thirty-sixth (36th) or forty-eighth (48th) month of the Initial Term.
16.4 The Funds shall have the right to terminate this Agreement
immediately upon the insolvency or bankruptcy of the Transfer Agent or the
appointment of a receiver for the Transfer Agent, or with respect to any of its
assets, or any change in the financial condition of the Transfer Agent which
impedes the ability of the Transfer Agent to perform any of its obligations
hereunder which is not cured by the Transfer Agent within thirty (30) days of
such occurrence. The Funds shall have the right to seek to renegotiate this
Agreement and, if such negotiations are not successful within a reasonable
period of time, not to exceed ninety (90) days, to terminate this Agreement upon
the transfer of ownership of a controlling interest in the Transfer Agent by or
to any person other than a person who was an affiliate of the Transfer Agent or
its parent company immediately before the transfer.
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16.5 In the event that the total number of combined Shareholder
accounts for the Funds and any other open-end investment companies affiliated
with the Funds by reason of having a common investment adviser exceeds three
times the 1994 Shareholder account base of 130,000 due to merger or acquisition
activity involving the investment adviser or any affiliates of the adviser, the
Funds shall have the right to terminate this Agreement upon nine (9) months
prior written notice to the Transfer Agent. As used in this Article 16,
"affiliates of the adviser" shall mean (i) a direct or indirect owner of 50% or
more of the outstanding common stock of the adviser (a "parent") or (ii) any
company or association whose outstanding common stock is at least 50% owned,
directly or indirectly, by the adviser or by a parent.
16.6 In the event this Agreement is terminated by the Funds pursuant to
Section 5.4, all expenses associated with the movement of records and materials
to a successor transfer agent will be borne by the Transfer Agent. In the event
of a termination pursuant to any other sections, all expenses associated with
conversion will be borne by the Funds. The Transfer Agent shall cooperate with
any such conversion to a successor transfer agent and shall use its best efforts
to mitigate the costs associated with such transfer.
16.7 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30) days
after such written notice is given, then the Non-Defaulting Party may terminate
this Agreement by giving thirty (30) days written notice of such termination to
the Defaulting Party. If the Transfer Agent is the Non-Defaulting Party, its
termination of this Agreement shall not constitute a waiver of any other rights
or remedies of the Transfer Agent with respect to services performed prior to
such termination or rights of the Transfer Agent to be reimbursed for
out-of-pocket expenses incurred prior to such termination. In all cases,
termination by the Non-Defaulting Party shall not constitute a waiver by the
Non-Defaulting Party of any other rights it might have under this Agreement or
otherwise against the Defaulting Party. The Defaulting Party shall not be
released from any liability with respect to such services performed prior to
such termination.
16.8 In the event of termination of this Agreement by the Funds
pursuant to Sections 16.3 or 16.5:
(a) Prior to the effective date of the termination, the Funds
shall reimburse the Transfer Agent for all unamortized costs incurred
by the Transfer Agent in establishing the Charlotte Facility.
(b) Prior to the effective date of the termination, the Funds
shall assume any and all obligations that the Transfer Agent may have
to third parties arising out of or in connection with the Transfer
Agent's operations at the Charlotte Facility and that the Transfer
Agent is not able to terminate prior to the effective date of the
termination of this Agreement.
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(c) Prior to the effective date of the termination, the Funds
shall pay the Transfer Agent an amount equal to 80% of the cumulative
Margin (as defined in Section 8.1) paid by the Funds to the Transfer
Agent for the twelve months preceding the notice of termination, unless
the Funds' investment adviser or any affiliate of the adviser has
acquired an entity providing comparable transfer agency services to
those provided under this Agreement.
(d) The Funds shall reimburse the Transfer Agent for all
reasonable expenses (other than accrued vacation, sick or other leave)
incurred by the Transfer Agent in connection with the termination of
the Transfer Agent's employees located at the Charlotte Facility, or,
at the option of the Funds, the transfer of such employees to another
entity providing services to the Funds. The Transfer Agent shall be
obligated to seek to minimize any such expenses to the extent
commercially practicable.
(e) The Transfer Agent shall transfer to the Funds all physical
assets located at the Charlotte Facility.
Article 17 Additional Portfolios and Funds
17.1 In the event that a Fund establishes one or more Portfolios in
addition to those identified initially on Schedule G, with respect to which the
Fund desires to have the Transfer Agent render services as transfer agent under
the terms hereof, the Fund shall so notify the Transfer Agent in writing, and if
the Transfer Agent agrees in writing to provide such services (such agreement
not to be withheld unreasonably), Schedule G shall be amended to include such
additional Portfolios.
17.2 Subsequent to the effective date of this Agreement, one or more
registered investment companies (a "New Fund") for which NationsBank or any of
its affiliates acts as investment adviser may become a party to this Agreement
upon execution of a written adoption agreement by such New Fund pursuant to
which such New Fund agrees to be bound by the terms of this Agreement (an
"Adoption Agreement"). Following the execution of an Adoption Agreement by a New
Fund, such New Fund shall be deemed a Fund for all purposes of this Agreement
and shall have all the rights, obligations and duties of a Fund under this
Agreement.
Article 18 Confidentiality
18.1 In connection with the services provided by the Transfer Agent
hereunder, certain confidential and proprietary information regarding the
Transfer Agent and the Fund may be disclosed to the other. In connection
therewith, the parties agree as follows:
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(a) "Confidential Information" shall mean:
(i) any data or information that is competitively
sensitive material, and not generally known to the public,
including, but not limited to, information about product
plans, marketing strategies, finance, operations, customer
relationships, customer profiles, sales estimates, business
plans, and internal performance results relating to the past,
present or future business activities of the Transfer Agent or
the Fund, their respective parent corporation, their
respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of the foregoing;
(ii) any scientific or technical information, design,
process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its
confidentiality affords the Transfer Agent or the Fund a
competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases,
inventions, know-how, show-how and trade secrets, whether or
not patentable or copyrightable.
(b) Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory
notebooks, drawings, diagrams, specifications, bills of material,
equipment, prototypes and models, and any other tangible manifestation
of the foregoing which now exist or come into the control or possession
of the party.
18.2 Except as expressly authorized by prior written consent of the
disclosing party ("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential Information to
Recipient's employees and agent who have a need-to-know in connection
with the subject matter thereof;
(b) advise those employees and agents who have access to the
Confidential Information of the proprietary nature thereof and of the
obligations set forth in this Confidential Agreement;
(c) take appropriate action by instruction or agreement with the
employees and agents having access to Discloser's Confidential
Information to fulfill Recipient's obligations under this
Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by using
a reasonable degree of care, but not less than that degree of care used
by Recipient in safeguarding its own similar confidential information
or material;
(e) use all of Discloser's Confidential Information solely for
purposes for which the Confidential Information was conveyed; and
(f) not disclose any of Discloser's Confidential Information, or
information derived therefrom, to third parties.
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18.3 Upon Discloser's request, Recipient shall surrender to Discloser
all memoranda, notes, records, drawings, manuals, and other documents or
materials (and all copies of same) relating to or containing Discloser's
Confidential Information. When Recipient returns the materials, Recipient shall
certify in writing that it has returned all materials containing or relating to
the Confidential Information.
18.4 The obligations of confidentiality and restriction on use in this
Article 18 shall not apply to any Confidential Information that Recipient
proves:
(a) Was in the public domain prior to the date of this Agreement
or subsequently came into the public domain through no fault of
Recipient; or
(b) Was received by Recipient from a third party without
Recipient's knowledge that the third party was not legally entitled to
disclose such information; or
(c) Was already in Recipient's possession prior to receipt from
Discloser; or
(d) Is required to be disclosed in a judicial or administrative
proceeding after reasonable legal remedies for maintaining such
information in confidence have been exhausted including, but not
limited to, giving Discloser as much advance notice as practical of the
possibility of disclosure to allow Discloser to take appropriate legal
action to seek to prevent such disclosure; or
(e) Is subsequently and independently developed by Recipient's
employees, consultants or agents without reference to Confidential
Information.
18.5 The Funds and the Transfer Agent agree that money damages would
not be a sufficient remedy to an injured party for breach of this Article 18.
Accordingly, in addition to all other remedies that a party may have, a party
shall be entitled to specific performance and injunctive or other equitable
relief against another party as a remedy for any breach of the obligations set
forth in this Article 18. The parties agree to waive any requirement for a bond
in connection with any such injunctive or other equitable relief.
18.6 The rights and obligations established by this Article 18 shall
survive the termination of this Agreement.
Article 19 Force Majeure
19.1 In the event a party is unable to perform its obligations under
the terms of this Agreement because of acts of God or by reason of circumstances
beyond its control, including war, national emergencies, strikes, labor
difficulties, insurrection, riots or the failure or unavailability of
transportation or communication services or power supplies, such party shall not
be liable for damages incurred by any other party resulting from such failure to
perform. The above in no way relieves the Transfer Agent or the Funds of
responsibility for exercising all backup and contingency plans available and in
effect at such time and does not affect any other remedies that a party may have
under this Agreement.
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Article 20 Amendments
20.1 This Agreement may only be amended or modified by a written
instrument executed by all parties except that Schedule A may be amended in the
manner set forth in Section 17.1.
Article 21 Subcontracting
21.1 Each Fund agrees that the Transfer Agent, in its discretion, may
after notification to the Funds, subcontract for certain of the services to be
provided by the Transfer Agent under this Agreement or the Schedules hereto;
provided that the appointment of any such subcontractor shall not relieve the
Transfer Agent of its responsibilities hereunder.
Article 22 Arbitration
22.1 Any claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Charlotte, North Carolina in accordance with
its applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
22.2 The parties hereby agree that judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction.
22.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 22.
Article 23 Notice
23.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to a party, 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 such party may from time to time designate in writing.
To either of the Funds:
[Name of Applicable Fund]
111 Center Street
Little Rock, Arkansas 72201
Attention: Corporate Secretary
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To the Transfer Agent:
The Shareholder Services Group
One Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: President
with a copy to:
General Counsel (same address)
Article 24 Successors
24.1 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 assigned to any person other than a person
controlling, controlled by or under common control with the assignor without the
written consent of the other party, which consent shall not be unreasonably
withheld.
Article 25 Governing Law
25.1 This Agreement shall be governed exclusively by the laws of the
Commonwealth of Massachusetts without reference to the choice of law provisions
thereof. Subject to Article 22 hereof, each party hereto hereby (i) consents to
the personal jurisdiction of the Commonwealth of Massachusetts courts over the
parties hereto, hereby waiving any defense of lack of personal jurisdiction; and
(ii) appoints the person to whom notices hereunder are to be sent as agent for
service of process.
Article 26 Counterparts
26.1 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
Article 27 Captions
27.1 The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 28 Use of Transfer Agent/Fund Name
28.1 The Funds shall not use the name of the Transfer Agent in any
Prospectus, Statement of Additional Information, Shareholders' report, sales
literature or other material relating to the Fund in a manner not approved prior
thereto in writing by the Transfer Agent; provided, that the Transfer Agent need
only receive notice of all reasonable uses of its name which merely refer in
accurate terms to its appointment hereunder or which are required by any
government agency or applicable law or rule.
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28.2 The Transfer Agent shall not use the name of a Fund or material
relating to a Fund on any documents or forms for other than internal use in a
manner not approved prior thereto in writing by such Fund; provided, that the
Fund need only receive notice of all reasonable uses of its name which merely
refer in accurate terms to the appointment of the Transfer Agent as transfer
agent for the Fund or which are required by any government agency or applicable
law or rule.
Article 29 Relationship of Parties
29.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
29.2 The parties hereby acknowledge and agree that each Fund has
entered into this Agreement independently on behalf of itself and its Portfolios
which are now or may hereafter be identified on Schedule G. Notwithstanding
anything to the contrary contained in this Agreement, (i) each Fund individually
shall have the rights and obligations of a Fund as set forth in this Agreement,
(ii) any action by a Fund in violation of this Agreement shall not affect the
rights and obligations of any other Fund under this Agreement, and (iii) the
Transfer agent, in seeking to enforce any provisions of this Agreement with
respect to a Portfolio, shall look solely to the assets and revenues of such
Portfolio and that in no event shall the Transfer Agent in seeking to enforce
such obligation have recourse to the independent assets or revenues of any other
Portfolio.
Article 30 Entire Agreement; Severability
30.1 This Agreement and the Schedules attached hereto constitute the
entire agreement of the parties hereto relating to the matters covered hereby
and supersede any previous agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining provisions shall not be
affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year first above
written.
NATIONS FUND, INC.
By: /s/ Richard H. Blank, Jr.
------------------------------
Title: Secretary
---------------------------
NATIONS FUND TRUST
By: /s/ Richard H. Blank, Jr.
------------------------------
Title: Secretary
---------------------------
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THE CAPITOL MUTUAL FUNDS
By: /s/ Richard H. Blank, Jr.
------------------------------
Title: Secretary
---------------------------
NATIONS FUND PORTFOLIOS, INC.
By: /s/ Richard H. Blank, Jr.
------------------------------
Title: Secretary
---------------------------
THE SHAREHOLDER SERVICES
GROUP, INC.
By: /s/ (Illegible)
Title: (Illegible)
---------------------
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Schedule A
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent shall maintain a record
of the number of Shares held by each Shareholder of record which shall include
full registration information, including, but not limited to, name, address and
taxpayer identification number and which shall indicate whether such Shares are
held in certificated or uncertificated form.
2. Shareholder Services. The Transfer Agent shall respond as
appropriate to all inquiries and communications from Shareholders relating to
Shareholder accounts with respect to its duties hereunder and as may be from
time to time mutually agreed upon between the Transfer Agent and the Funds.
3. Share Certificates.
(a) At the expense of the appropriate Fund, each Fund shall supply
the Transfer Agent with adequate supply of blank share certificates to meet the
Transfer Agent's requirements therefor. Such Share certificates shall be
properly signed by facsimile. Each Fund agrees that, notwithstanding the death,
resignation, or removal of any officer of the Fund whose signature appears on
such certificates, the Transfer Agent or its agent may continue to countersign
certificates which bear such signatures until otherwise directed by Written
Instructions.
(b) The Transfer Agent shall issue replacement Share certificates
in lieu of certificates which have been lost, stolen or destroyed, upon receipt
by the Transfer Agent of properly executed affidavits and lost certificate
bonds, in form satisfactory to the Transfer Agent, with the appropriate Fund and
the Transfer Agent as obligees under the bond.
(c) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the Shareholder
of record. With respect to Shares held in open accounts or in uncertificated
form (i.e., no certificate being issued with respect thereto) the Transfer Agent
shall maintain comparable records of the Shareholders thereof, including their
names, addresses and taxpayer identification number. The Transfer Agent shall
further maintain a stop transfer record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. The
Transfer Agent will address and mail to Shareholders of the Funds, all reports
to Shareholders, dividend and distribution notices and proxy material for the
Funds' meetings of Shareholders. In connection with meetings of Shareholders,
the Transfer Agent will prepare Shareholder lists, mail and certify as to the
mailing of proxy materials, process and tabulate returned proxy cards, report on
proxies voted prior to meetings, act as inspector of election at meetings and
certify Shares voted at meetings.
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5. Sales of Shares
(a) The Transfer Agent shall not be required to issue any Shares
of a Fund where it has received a Written Instruction from the Fund or official
notice from any appropriate authority that the sale of the Shares of the Fund
has been suspended or discontinued. The existence of such Written Instructions
or such official notice shall be conclusive evidence of the right of the
Transfer Agent to rely on such Written Instructions or official notice.
(b) In the event that any check or other order for the payment of
money is returned unpaid for any reason, the Transfer Agent will endeavor to:
(i) give prompt notice of such return to the Fund or its designee; (ii) place a
stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as the Transfer Agent may from time to time
deem appropriate.
6. Transfer and Repurchase
(a) The Transfer Agent shall process all requests to transfer or
redeem Shares in accordance with the transfer or repurchase procedures set forth
in the Funds' Prospectus.
(b) The Transfer Agent will transfer or repurchase Shares upon
receipt of Oral or Written Instructions or otherwise pursuant to the Prospectus
and Share certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as the Transfer Agent reasonably may deem
necessary.
(c) The Transfer Agent reserves the right to refuse to transfer or
repurchase Shares until it is satisfied that the endorsement on the instructions
is valid and genuine. The Transfer Agent also reserves the right to refuse to
transfer or repurchase Shares until it is satisfied that the requested transfer
or repurchase is legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or repurchases which the Transfer
Agent, in its good judgment, deems improper or unauthorized, or until it is
reasonably satisfied that there is no basis to any claims adverse to such
transfer or repurchase.
(d) When Shares are redeemed, the Transfer Agent shall, upon
receipt of the instructions and documents in proper form, deliver to the
Custodian and the appropriate Fund or its designee a notification setting forth
the number of Shares to be redeemed. Such redeemed Shares shall be reflected on
appropriate accounts maintained by the Transfer Agent reflecting outstanding
Shares of the Fund and Shares attributed to individual accounts.
(e) The Transfer Agent, upon receipt of the monies paid to it by
the Custodian for the redemption of Shares, pay such monies as are received from
the Custodian, all in accordance with the procedures described in the Written
Instructions received by the Transfer Agent from the Funds.
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(f) The Transfer Agent shall not process or effect any repurchase
with respect to Shares of the Fund after receipt by the Transfer Agent or its
agent of notification of the suspension of the determination of the net asset
value of the Fund.
7. Dividends
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of a Fund with respect to Shares of the
Fund, the Fund shall furnish or cause to be furnished to the Transfer Agent
Written Instructions setting forth the date of the declaration of such dividend
or distribution, the ex-dividend date, the date of payment thereof, the record
date as of which Shareholders entitled to payment shall be determined, the
amount payable per Share to the Shareholders of record as of that date, the
total amount payable to the Transfer Agent on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution of
the Board of Directors, the Fund will pay to the Transfer Agent sufficient cash
to make payment on such payment date to the Shareholders of record on the record
date.
(c) If, prior to the payment date, the Transfer Agent does not
receive sufficient cash from the Fund to make total dividend and/or distribution
payments to all Shareholders of the Fund of the record date, the Transfer Agent
will, upon notifying the Fund, withhold payment to all Shareholders of record as
of the record date until sufficient cash is provided to the Transfer Agent.
8. In addition to and neither in lieu nor in contravention of the
services set forth above, the Transfer Agent shall: (i) perform all the
customary services of a transfer agent, registrar, dividend disbursing agent and
agent of the dividend reinvestment and cash purchase plan as described herein
consistent with those requirements in effect as at the date of this Agreement.
The detailed definition, frequency, limitations and associated costs (if any)
set out in the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing proxies, tabulating proxies, mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and non-resident alien accounts
where applicable, preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders.
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Schedule B
Quality Standards
(Effective October 2, 1995 as updated on September 25, 1995)
For all funds, open-end and closed-end, serviced by TSSG, under the Transfer
Agency and Services Agreement (with Facilities Management Arrangement) dated
June 1, 1995, the following quality standards shall apply. This schedule shall
replace the temporary quality standard Schedule B in the original agreement as
referenced in Section 5.2.
Financials:
- ----------
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials:
- --------------
Maintenances 98%
Transfers 98%
Correspondence 98%
Adjustments 98%
Telephone Calls 98%
New Accounts:
- ------------
New Account Set-ups 98%
- --------------------------------------------------------------------------------
Performance Standards
- --------------------------------------------------------------------------------
Telephone Performance Standards
================================================================================
Average speed of answer 20 seconds or less
- ---------------------------------------- ---------------------------------------
Calls abandoned 2% of calls that wait 20 second or more
- ---------------------------------------- ---------------------------------------
Service level* 80%
- ---------------------------------------- ---------------------------------------
- --------
* Represents the percentage of calls answered within 20 seconds.
<PAGE>
Schedule B
[List of Initial Quality Standards based on
1994 quarterly senior management reports]
Nations Fund
------------
Financial Transactions
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Maintenance 98%
Transfers 98%
New Accounts 98%
% = minimum acceptable levels
Closed End Funds
----------------
Financials 98%
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Certificate Processing 98%
Maintenance 98%
Transfers 98%
New Accounts 98%
% = minimum acceptable levels
Capitol Funds
-------------
Financials
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Maintenance 98%
Transfers 98%
1
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New Accounts 98%
% = minimum acceptable levels
2
<PAGE>
Schedule C
Schedule of Costs
1. For purposes of this Agreement, "Costs" shall mean all internal and
external costs incurred by the Transfer Agent in connection with and properly
allocated to the Services provided under the Agreement, including, but not
limited to, the costs involved with the operation of the Charlotte Facility,
those costs reasonably incurred by the Transfer Agent to achieve the quality
standards imposed on it under the terms of this Agreement and the Transfer
Agent's overhead, depreciation and amortization costs, excepting out-of-pocket
expenses and such other costs agreed to in writing by the Transfer Agent and the
Funds.
2. The Funds shall have the right to audit, at their own expense, the
books and records of the Transfer Agent with respect to the Costs for which the
Transfer Agent seeks reimbursement under Article 8 on an annual basis, or more
frequently if the Funds have a reasonable basis to dispute any cost for which
the Transfer Agent seeks reimbursement.
3. The Transfer Agent shall use its best efforts to minimize the costs
incurred by it in connection with the provisions of services under this
Agreement to the extent such action is commercially reasonable and consistent
with the quality standards imposed under this Agreement.
<PAGE>
Schedule D
Non-Margin Expenses
- Facilities related expenses as incurred by the Transfer Agent under the
Facilities Management Agreement between the Transfer Agent and
NationsBank
- Out-of-Pocket expenses
- Sub-Transfer Agent Fees and Expenses
- Any other expenses agreed to in writing by the Transfer Agent and the
Funds
<PAGE>
Schedule E
OUT-OF-POCKET EXPENSES
The Funds shall reimburse the Transfer Agent monthly for reasonable
out-of-pocket expenses incurred in connection with the provision of Services
under this Agreement, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes, checks and
stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass
through to the Funds
- Due diligence mailings
- Telephone and telecommunication costs, including all lease,
maintenance and line costs (excluding such telephone and
telecommunications costs provided by NationsBank pursuant to the
Facilities Agreement)
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings (including all periodic
statements)
- Shipping, Certified and Overnight mail and insurance - Year-end form
production and mailings
- Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Overtime, as approved by the Funds
- Temporary staff, as approved by the Funds
- Travel and entertainment, as approved by the Funds
- Record retention, retrieval and destruction costs, including, but
not limited to exit fees charged by third party record keeping
vendors
- Third party audit reviews
- All conversion costs: including System start up costs
- Insurance
- Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities under
this Agreement.
- Systems Programming utilizing non-dedicated systems resources at
$100 per hour
The Funds agree that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with the Transfer Agent. In addition, the
Funds will promptly reimburse the Transfer Agent for any other unscheduled
expenses incurred by the Transfer Agent whenever the Funds and the Transfer
Agent mutually agree that such expenses are not otherwise properly borne by the
Transfer Agent as part of its duties and obligations under the Agreement.
1
<PAGE>
Schedule F
Fund Documents
- Certified copy of the Articles of Incorporation of the Fund, as
amended
- Certified copy of the By-laws of the Fund, as amended
- Copy of the resolution of the Board of Directors authorizing the
execution and delivery of this Agreement
- Specimens of the certificates for Shares of the Fund, if applicable,
in the form approved by the Board of Directors of the Fund, with a
certificate of the Secretary of the Fund as to such approval
- All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by
the Fund
- Certified list of Shareholders of the Fund with the name, address
and taxpayer identification number of each Shareholder, and the
number of Shares of the Fund held by each, certificate numbers and
denominations (if any certificates have been issued), lists of any
accounts against which stop transfer orders have been placed,
together with the reasons therefore, and the number of Shares
redeemed by the Fund.
- All notices issued by the Fund with respect to the Shares in
accordance with and pursuant to the Articles of Incorporation or
By-laws of the Fund or as required by law and shall perform such
other specific duties as are set forth in the Articles of
Incorporation including the giving of notice of any special or
annual meetings of shareholders and any other notices required
thereby.
<PAGE>
SCHEDULE G
FUND PORTFOLIOS
NATIONS FUND TRUST:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Strategic Growth 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 Balanced Assets Fund
14. Nations Short-Intermediate Government Fund
15. Nations Short-Term Income Fund
16. Nations Diversified Income Fund
17. Nations Strategic Fixed Income Fund
18. Nations Municipal Income Fund
19. Nations Short-Term Municipal Income Fund
20. Nations Intermediate Municipal Bond Fund
21. Nations Florida Intermediate Municipal Bond Fund
22. Nations Florida Municipal Bond Fund
23. Nations Georgia Intermediate Municipal Bond Fund
24. Nations Georgia Municipal Bond Fund
25. Nations Maryland Intermediate Municipal Bond Fund
26. Nations Maryland Municipal Bond Fund
27. Nations North Carolina Intermediate Municipal Bond Fund
28. Nations North Carolina Municipal Bond Fund
29. Nations South Carolina Intermediate Municipal Bond Fund
30. Nations South Carolina Municipal Bond Fund
31. Nations Tennessee Intermediate Municipal Bond Fund
32. Nations Tennessee Municipal Bond Fund
33. Nations Texas Intermediate Municipal Bond Fund
34. Nations Texas Municipal Bond Fund
35. Nations Virginia Intermediate Municipal Bond Fund
36. Nations Virginia Municipal Bond Fund
NATIONS FUND, INC.:
1. Nations Prime Fund
2. Nations Treasury Fund
1
<PAGE>
3. Nations Equity Income Fund
4. Nations U.S. Government Bond Fund
5. Nations Small Company Growth Fund
6. Nations Government Securities Fund
7. Nations International Growth Fund
NATIONS RESERVES:
1. Nations Government Reserves
2. Nations Municipal Reserves
3. Nations Cash Reserves
4. Nations Treasury Reserves
5. Nations Money Market Reserves
6. Nations California Tax Exempt Reserves
7. Nations Asset Allocation Fund
8. Nations Capital Income Fund
9. Nations California Municipal Bond Fund
10. Nations Intermediate Bond Fund
11. Nations Blue Chip Fund
12. Nations Marsico Focused Equities Fund
13. Nations Marsico Growth & Income Fund
14. Nations International Equity Fund
15. Nations International Value Fund
16. Nations Emerging Markets Fund
NATIONS LIFEGOAL FUNDS, INC.
1. Nations LifeGoal Growth Portfolio
2. Nations LifeGoal Balanced Growth Portfolio
3. Nations LifeGoal Income and Growth Portfolio
NATIONS ANNUITY TRUST:
1. Nations Value Portfolio
2. Nations International Growth Portfolio
3. Nations Disciplined Equity Portfolio
4. Nations Marsico Focused Equities Portfolio
5. Nations Marsico Growth & Income Portfolio
6. Nations Managed Index Portfolio
7. Nations Managed SmallCap Index Portfolio
8. Nations Balanced Assets Portfolio
2
<PAGE>
NATIONS FUNDS TRUST:
1. Nations High Yield Bond Fund
2. Nations Kansas Municipal Income Fund
3. Nations MidCap Index Fund
CLOSED END FUNDS:
1. Nations Balanced Target Maturity Fund
2. Nations Government Income Term Trust 2003, Inc.
3. Nations Government Income Term Trust 2004, Inc.
Last Amended: February 14, 2000
3
ADOPTION AGREEMENT AND
AMENDMENT TO TRANSFER AGENCY
AND SERVICES AGREEMENT
(With Facilities Management Arrangement)
This Adoption Agreement and Amendment, dated as of October 15,
1996, is made to the Transfer Agency and Services Agreement dated as of June 1,
1995, as amended (the "Agreement"), by and among NATIONS FUND, INC., NATIONS
FUND TRUST, THE CAPITOL MUTUAL FUNDS, d/b/a NATIONS INSTITUTIONAL RESERVES,
NATIONS FUND PORTFOLIOS, INC., and each other party which may become a party
thereto pursuant to the terms of the Agreement (individually, a "Fund," and
collectively, the "Funds") and FIRST DATA INVESTOR SERVICES GROUP, INC.,
formerly known as THE SHAREHOLDER SERVICES GROUP, INC. (the "Transfer Agent").
RECITALS
WHEREAS, the Transfer Agent serves as transfer agent, dividend
disbursing agent and agent in connection with certain other services for the
Funds pursuant to the Agreement; and
WHEREAS, Section 17.2 of the Agreement provides that, subsequent to
the date of the Agreement, a registered investment company (a "New Fund") for
which NationsBank, N.A., or any of its affiliates acts as investment adviser may
become a party to the Agreement upon execution of a written adoption agreement
(an "Adoption Agreement") by such New Fund pursuant to which such New Fund
agrees to be bound by the terms of the Agreement; and
WHEREAS, the Board of Directors of Nations LifeGoal Funds, Inc.
("LifeGoal") has approved the selection of the Transfer Agent to serve as the
transfer and dividend disbursing agent for all classes of shares of the
portfolios of LifeGoal; and
WHEREAS, LifeGoal is advised by NationsBanc Advisors, Inc. and
sub-advised by TradeStreet Investment Associates, Inc., each an affiliate of
NationsBank, N.A.;
AGREEMENT
NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, the Funds and the Transfer Agent agree that the
Agreement shall be amended as follows:
1. The Funds hereby authorize the addition of LifeGoal as a party
to the Agreement effective upon the execution of this Adoption Agreement and
Amendment to Transfer Agency and Services Agreement.
2. LifeGoal agrees to be bound by the terms of the Agreement.
3. LifeGoal is hereby deemed a Fund for all purposes of the
Agreement and shall have all the rights, obligations and duties of a Fund under
the Agreement.
<PAGE>
4. Schedule G, attached hereto, is hereby attached to the Agreement
as Schedule G and is deemed a part of the Agreement.
5. The terms and provisions of this Adoption Agreement and
Amendment shall be deemed a part of the Agreement for all purposes. To the
extent that any provisions of this Adoption Agreement and Amendment modify or
are otherwise inconsistent with any provisions of the Agreement, the provisions
of this Adoption Agreement and Amendment shall control. In all other respects,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Adoption
Agreement and Amendment to be executed by their duly authorized officers, as of
the day and year first above written.
FIRST DATA INVESTOR SERVICES GROUP, INC.,
formerly, THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Mark M. Hovnetter
---------------------------------------------
Name: Mark M. Hovnetter
-------------------------------------
Title: Senior Vice President
------------------------------------
NATIONS FUND, INC.
By: /s/ Richard H. Blank, Jr.
---------------------------------------------
Name: Richard H. Blank, Jr.
-------------------------------------
Title: Secretary
-------------------------------------
2
<PAGE>
NATIONS FUND TRUST
By: /s/ Richard H. Blank, Jr.
---------------------------------------------
Name: Richard H. Blank, Jr.
-------------------------------------
Title: Secretary
-------------------------------------
CAPITOL MUTUAL FUNDS, d/b/a NATIONS INSTITUTIONAL
RESERVES
By: /s/ Richard H. Blank, Jr.
---------------------------------------------
Name: Richard H. Blank, Jr.
-------------------------------------
Title: Secretary
-------------------------------------
NATIONS FUND PORTFOLIOS, INC.
By: /s/ Richard H. Blank, Jr.
--------------------------------------------
Name: Richard H. Blank, Jr.
-------------------------------------
Title: Secretary
-------------------------------------
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ Richard H. Blank, Jr.
--------------------------------------------
Name: Richard H. Blank, Jr.
-------------------------------------
Title: Secretary
-------------------------------------
3
<PAGE>
SCHEDULE G
I) NATIONS FUND TRUST
o Nations Government Money Market Fund
o Nations Tax Exempt Fund
o Nations Value Fund
o Nations Capital Growth Fund
o Nations Emerging Growth Fund
o Nations Disciplined Equity Fund
o Nations Equity Index Fund
o Nations Balanced Assets Fund
o Nations Managed Index Fund
o Nations Managed SmallCap Index Fund
o Nations Short-Intermediate Government Fund
o Nations Short-Term Income Fund
o Nations Diversified Income Fund
o Nations Strategic Fixed Income Fund
o Nations Municipal Income Fund
o Nations Short-Term Municipal Income Fund
o Nations Intermediate Municipal Bond Fund
o Nations Florida Intermediate Municipal Bond Fund
o Nations Florida Municipal Bond Fund
o Nations Georgia Intermediate Municipal Bond Fund
o Nations Georgia Municipal Bond Fund
o Nations Maryland Intermediate Municipal Bond Fund
o Nations Maryland Municipal Bond Fund
o Nations North Carolina Intermediate Municipal Bond Fund
o Nations North Carolina Municipal Bond Fund
o Nations South Carolina Intermediate Municipal Bond Fund
o Nations South Carolina Municipal Bond Fund
o Nations Tennessee Intermediate Municipal Bond Fund
o Nations Tennessee Municipal Bond Fund
o Nations Texas Intermediate Municipal Bond Fund
o Nations Texas Municipal Bond Fund
o Nations Virginia Intermediate Municipal Bond Fund
o Nations Virginia Municipal Bond Fund
II) NATIONS FUND, INC.
o Nations Prime Fund
o Nations Treasury Fund
o Nations Equity Income Fund
o Nations International Equity Fund
o Nations Government Securities Fund
4
<PAGE>
III) NATIONS PORTFOLIOS, INC.
o Nations Emerging Markets Fund
o Nations Pacific Growth Fund
o Nations Global Government Income Fund
IV) THE CAPITOL MUTUAL FUNDS, D/B/A NATIONS INSTITUTIONAL RESERVES
o Nations Cash Reserves
o Nations Treasury Reserves
o Nations Government Reserves
o Nations Tax Free Reserves
V) NATIONS LIFEGOAL FUNDS, INC.
o LifeGoal Growth Portfolio
o LifeGoal Balanced Growth Portfolio
o LifeGoal Income and Growth Portfolio
Effective Date: October 15, 1996
AMENDMENT TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
(With Facilities Management Arrangement)
THIS AMENDMENT dated as of this 1st day of January, 1999 is made to
the Transfer Agency and Services Agreement dated as of June 1, 1995, as amended
(the "Agreement"), by and among Nations Fund, Inc., Nations Fund Trust, the
Capitol Mutual Funds, d/b/a Nations Institutional Reserves, Nations Fund
Portfolios, Inc., Nations Life Goal Funds, Inc. and each other investment
company which may become a party hereto pursuant to the terms of this Agreement
(individually a "Fund", and collectively, the "Funds"), and First Data Investor
Services Group, Inc. f/k/a The Shareholder Services Group, Inc. (the "Transfer
Agent").
RECITALS
WHEREAS, the parties hereto desire to amend certain provisions of the
Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Funds and the Transfer Agent agree that the Agreement
shall be amended as follows:
1. Article 3 is hereby amended by adding the following new Section 3.4:
"3.4 In addition, the Transfer Agent shall perform the related
print mail services in connection with the services set forth herein.
Fees for such services shall be agreed upon from time to time by the
parties."
2. Section 8.1 is hereby amended by deleting subsections (a) and (b) in
their entirety and inserting the following:
"(a) For the period December 1, 1998 through December 31, 1999, an
amount equal to 22.5% of such Costs during each month.
(b) For the period from January 1, 2000 through December 31, 2002 and
during each Renewal Term (as defined below), an amount equal to 15% of
such Costs during each month."
3. Article 16 - Term and Termination is hereby amended as follows:
(a) The first sentence of Section 16.1 is deleted in its entirety and
replaced with "This Agreement shall be effective on the date first
written above and shall continue through December 31, 2002 (the
"Initial Term"), unless earlier terminated pursuant to terms of this
Agreement."
(b) Section 16.3 is deleted in its entirety.
(c) Section 16.5 is deleted in its entirety and replaced with the
following new Section 16.5:
"16.5 In the event that the total combined assets of the Funds and any
other open end investment companies affiliated with the Funds by reason
of having a common investment advisor is increase by $18 billion or
more due to a merger or acquisition involving the investment advisor or
any affiliates of the investment advisor, the Funds shall have the
right to terminate this Agreement upon twelve (12) months prior written
notice to the Transfer Agent. As used in this Article 16, "affiliates
of the adviser" shall mean (i) a direct or indirect owner of 50% or
more of the outstanding common stock of the adviser (a "parent") or
(ii) any company or association whose outstanding common stock is at
least 50% owned, directly or indirectly, by the adviser or by a
parent."
(d) Modify Section 16.8 by deleting the phrase "Sections 16.3 or"
and inserting the word "Section".
<PAGE>
4. The following new provision is hereby added to Schedule A - Duties of
the Transfer Agent:
"Cash Management Services. (a) The Transfer Agent shall establish
demand deposit accounts (DDA's) with a cash management provider to facilitate
the receipt of purchase payments and the processing of other Shareholder-related
transactions. The Transfer Agent shall retain any excess balance credits earned
with respect to the amounts in such DDA's ("Balance Credits") after such Balance
Credits are first used to offset any banking service fees charged in connection
with banking services provided on behalf of the Fund. Balance Credits will be
calculated and applied toward the Fund's banking service charges regardless of
the withdrawal of DDA balances described in Section (b) below.
(b) DDA balances which cannot be forwarded on the day of receipt may be
withdrawn on a daily basis and invested in U.S. Treasury and Federal Agency
obligations, money market mutual funds, repurchase agreements, money market
preferred securities (rated A or better), commercial paper (rated A1 or P1),
corporate notes/bonds (rated A or better) and/or Eurodollar time deposits
(issued by banks rated A or better). Investor Services Group bears the risk of
loss on any such investment and shall retain any earnings generated thereby.
Other similarly rated investment vehicles may be used, provided however,
Investor Services Group shall first notify the Fund of any such change.
(c) The Transfer Agent may facilitate the payment of distributions from
the Fund which are made by check ("Distributions") through the "IPS Official
Check" program. "IPS Official Check" is a product and service provided by the
Transfer Agent's affiliate, Integrated Payment Systems ("IPS"). IPS is licensed
and regulated as an "issuer of payment instruments". In the event the IPS
Official Check program is utilized, funds used to cover such Distributions shall
be forwarded to and held by IPS. IPS may invest such funds while awaiting
presentment of items for payment. In return the services provided by IPS, IPS
imposes a $.07 per item charge which shall be paid by the Funds as out-of-pocket
expense and shall retain, and share with the Transfer Agent, the benefit of the
revenue generated from its investment practices."
5. Schedule D - Non-Margin Expenses is amended by adding the following
items:
- Print Mail Fees
- Systems Programming utilizing non-dedicated systems resources
at $100 per/hr
- All conversion costs: including System start up costs
- Overtime, as approved by the Funds
- Travel and Entertainment, as approved by the Funds
6. Schedule E - Out-of-Pocket Expenses is amended by deleting the
following items:
- Printing costs, including certificates, envelopes, checks and
stationary
- Due diligence mailings
- Ad hoc reports
- Daily & Distribution advice mailings (including all periodic
reports)
- Year-end for production and mailings
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- All conversion costs: including System start up costs
- Systems Programming utilizing non-dedicated systems resources
at $100 per/hr
- Overtime, as approved by the Funds
- Travel and Entertainment, as approved by the Funds
The terms and provisions of this Amendment shall be deemed a part of
the Agreement for all purposes. To the extent that any provisions of this
Amendment modify or are otherwise inconsistent with any provisions of the
Agreement, the terms of this Amendment shall control. In all other respects, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first written
above.
2
<PAGE>
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
Name: /s/ Jylanne M. Dunne
Title: Jylanne M. Dunne
---------------------------------------------
NATIONS FUND, INC.
By: /s/ James E. Banks, Jr.
------------------------------------------------
Name: James E. Banks, Jr.
----------------------------------------------
Title: Assistant Secretary
----------------------------------------------
NATIONS FUND TRUST
By: /s/ James E. Banks, Jr.
------------------------------------------------
Name: James E. Banks, Jr.
----------------------------------------------
Title: Assistant Secretary
CAPITOL MUTUAL FUNDS, d/b/a NATIONS INSTITUTIONAL RESERVES
By: /s/ James E. Banks, Jr.
------------------------------------------------
Name: James E. Banks, Jr.
----------------------------------------------
Title: Assistant Secretary
----------------------------------------------
NATIONS FUND PORTFOLIOS, INC.
By: /s/ James E. Banks, Jr.
------------------------------------------------
Name: James E. Banks, Jr.
----------------------------------------------
Title: Assistant Secretary
----------------------------------------------
3
<PAGE>
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ James E. Banks, Jr.
------------------------------------------------
Name: James E. Banks, Jr.
-----------------------------------------------
Title: Assistant Secretary
----------------------------------------------
4
SUB-TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 11th day of September, 1995, is by and
between THE SHAREHOLDER SERVICES GROUP, INC. ("TSSG", also referred to as the
"Transfer Agent"), a Massachusetts corporation and principal offices at One
Exchange Place, 53 State Street, Boston, Massachusetts 02109 and NATIONSBANK OF
TEXAS, N.A. ("NationsBank"), organized under the laws of Texas and having its
principal place of business at 1401 Elm Street, 11th Floor, Dallas, TX 75202.
WITNESSETH
WHEREAS, TSSG has been appointed transfer agent for those open-end
registered investment companies identified on the attached Schedule A
(individually the "Fund" and collectively the "Funds") pursuant to the terms of
the Transfer Agency and Services Agreement (the "Transfer Agent Agreement(s)")
with each such Fund;
WHEREAS, the Funds are authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets ("Portfolio"). Each such Portfolio shall also be
identified on Schedule A;
WHEREAS, each Portfolio is authorized to issue multiple classes of
shares including Trust A Shares and, in many cases, Trust B Shares (the "Trust
Shares"); and
WHEREAS, the Funds have authorized TSSG to subcontract with and appoint
NationsBank as its agent to perform certain administrative and ministerial
duties and obligations that the Transfer Agent has to the Funds with respect to
the Trust Shares and NationsBank desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, TSSG and NationsBank agree as follows:
Article 1 Definitions
1.1 Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of Incorporation,
Declaration of Trust, or other similar organizational document as the
case may be, of the Funds as the same may be amended from time to time;
(b) "Authorized Person" shall be deemed to include (i) any authorized
Officer of the Fund; or (ii) any person, whether or not such person is
an Officer or employee of the Fund, duly authorized to give Oral
Instructions or Written Instructions on behalf of the Fund as indicated
in writing to the Transfer Agent from time to time;
<PAGE>
(c) "Board of Directors" shall mean the Board of Directors or Board of
Trustees of the Fund, as the case may be;
(d) "Commission" shall mean the Securities and Exchange Commission;
(e) "Custodian" refers to any custodian or subcustodian of securities and
other property which the Fund may from time to time deposit, or cause
to be deposited or held under the name or account of such a custodian
pursuant to a Custodian Agreement;
(f) "1940 Act" shall mean the Investment Company Act of 1940, and the rules
and regulations promulgated thereunder, all as amended from time to
time;
(g) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by NationsBank from a person reasonably
believed by NationsBank to be an Authorized Person;
(h) "Prospectus" shall mean the most recently dated Fund Prospectuses and
Statements of Additional Information, including supplements thereto if
any, which have become effective under the Securities Act of 1933 and
the 1940 Act;
(i) "Shares" refers collectively to such Trust Shares of the Portfolios as
may be issued from time to time;
(j) "Shareholder" shall mean a record owner of Shares; and
(k) "Written Instructions" shall mean a written communication signed by a
person reasonably believed by NationsBank to be an Authorized Person
and actually received by the Transfer Agent. Written Instructions shall
include manually executed originals and authorized electronic
transmissions, including telefacsimile of a manually executed original
or other process.
Article 2 Appointment of NationsBank
2.1 TSSG hereby appoints NationsBank as its subcontractor and agent to
perform certain administrative and ministerial duties on behalf of the Funds,
and NationsBank hereby accepts such appointment and agrees to perform the duties
hereinafter set forth.
Article 3 Duties of NationsBank
3.1 NationsBank shall be responsible for administering and/or
performing the customary services of a transfer agent; for performing the
customary services of a service agent in connection with dividend and
distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance,
2
<PAGE>
transfer and redemption or repurchase (including coordination with the
Custodian) of Shares, as more fully described in the written Schedule of Duties
of NationsBank annexed hereto as Schedule B and incorporated herein, and in
accordance with the terms of the Prospectus, applicable law and the procedures
established from time to time between NationsBank and the Transfer Agent and/or
the Funds.
3.2 Notwithstanding any of the foregoing provisions of this Agreement,
NationsBank and the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for: (i) the legality of the issuance or
sale of any Shares or the sufficiency of the amount to be received therefor;
(ii) the legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the issuance of any
shares in payment of any dividend; or (iv) the legality of any recapitalization
or readjustment of the Shares. It being understood that such shall be the
responsibility of the Funds.
3.3 In addition, the Funds shall verify the establishment of
transactions in Shares for each state on the system prior to activation and
thereafter monitor the daily activity for each state. The responsibility of
NationsBank for the Funds' blue sky state registration status is solely limited
to the initial establishment of transactions in Shares subject to blue sky
compliance by the Funds and the reporting of such transactions to the Funds as
provided above.
Article 4 Recordkeeping and Other Information
4.1 NationsBank shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule B in accordance
with all applicable laws, rules and regulations, including records required by
Section 31(a) of the 1940 Act. All records shall be available during regular
business hours for inspection and use by the Transfer Agent and the Funds. Where
applicable, such records shall be maintained by NationsBank for the periods and
in the places required by Rule 31a-2 under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act, NationsBank
agrees that all such records prepared or maintained by NationsBank relating to
the services to be performed by NationsBank hereunder are the property of the
Funds and will be preserved, maintained and made available in accordance with
such section, and will be surrendered promptly to the Funds on and in accordance
with the Funds' request.
4.3 In case of any requests or demands for the inspection of
Shareholder records of the Funds, NationsBank will endeavor to notify the
applicable Fund of such request and secure Written Instructions as to the
handling of such request. NationsBank reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel that
it may be held liable for the failure to comply with such request.
4.4 Upon reasonable notice by the applicable Fund, NationsBank shall
make available during regular business hours such of its facilities and premises
employed in
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connection with the performance of its duties under this Agreement for
reasonable visitation by such Fund, or any person retained by the Fund as may be
necessary for the Fund to evaluate the quality of the services performed by
NationsBank pursuant hereto.
Article 5 Fund Instructions
5.1 NationsBank will have no liability when acting upon Written or Oral
Instructions believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until it receives Written Instruction thereof from the
Fund. NationsBank will also have no liability when processing Share certificates
which it reasonably believes to bear the proper manual or facsimile signatures
of the Officers of the Fund and the proper countersignature of the Transfer
Agent.
5.2 At any time, NationsBank may request Written Instructions from the
Fund and may seek advice from legal counsel for the Funds, or its own legal
counsel, with respect to any matter arising in connection with this Agreement,
and it shall not be liable for any action taken or not taken or suffered by it
in good faith in accordance with such Written Instructions or in accordance with
the opinion of counsel for the Funds or for NationsBank. Written Instructions
requested by NationsBank will be provided by the Fund within a reasonable period
of time.
5.3 NationsBank, its Officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing or
acting on behalf of a Fund only if said representative is an Authorized Person.
The Fund agrees that all Oral Instructions shall be followed, within one
business day, by confirming Written Instructions, and that the Fund's failure to
so confirm shall not impair in any respect NationsBank's right to reply on Oral
Instructions.
Article 6 Compensation
6.1 Upon receipt of the appropriate payment from the Funds, the
Transfer Agent will compensate NationsBank for the performance of its
obligations hereunder in accordance with the fees set forth in the written Fee
Schedule annexed hereto as Schedule C and incorporated herein. The Transfer
Agent's responsibility under this Section 6.1 is conditioned upon receipt of
such payment from the Funds.
Article 7 Representations and Warranties of NationsBank
7.1 NationsBank represents and warrants to the Transfer Agent that:
(a) it is a corporation duly organized and existing and in
good standing under the laws of Texas;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;
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(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement;
(d) it is duly registered with its appropriate regulatory
agency as a transfer agent and such registration will remain in effect
for the duration of this Agreement;
(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 8 Representations and Warranties of the Transfer Agent
8.1 The Transfer Agent represents and warrants to NationsBank that:
(a) it is duly organized and existing and in good standing
under the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws and the Transfer Agent Agreement to enter
into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize
it to enter into this Agreement.
Article 9 Indemnification
9.1 To, and only to, the extent the Transfer Agent is indemnified by
the Funds pursuant to the terms of the Transfer Agent Agreements, NationsBank
shall not be responsible for and the Transfer Agent shall indemnify and hold
NationsBank harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which may be asserted against NationsBank or for
which NationsBank may be held to be liable (a "Claim") arising out of or
attributable to any of the following:
(a) Any actions of NationsBank required to be taken pursuant
to this Agreement unless such Claim resulted from a negligent act or
omission to act or bad faith by NationsBank in the performance of its
duties hereunder.
(b) NationsBank's reasonable reliance on, or reasonable use of
information, data, records and documents (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm copies)
received by NationsBank from the Funds, or any authorized third party
acting on behalf of the Funds, including but not limited to the
Transfer Agent or any prior transfer agent for the Funds, in the
performance of NationsBank's duties and obligations hereunder.
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(c) The reliance on, or the implementation of, any Written or
Oral Instructions or any other instructions or requests which are
provided by an Authorized Person of the Fund.
(d) The offer or sale of shares by the Fund in violation of
any requirement under the securities laws or regulations of any state
that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any state with the
respect to the offer or sale of such Shares in such state.
(e) The Transfer Agent's refusal or failure to comply with the
terms of this Agreement, or any Claim which arises out of this
Agreement, or any Claim which arises out of the Transfer Agent's
negligence or misconduct or the breach of which any representation or
warranty of the Transfer Agent made herein.
9.2 Notwithstanding the foregoing Section 9.1, the Transfer Agent shall
be responsible for and indemnify and hold NationsBank harmless from and against
any and all claims by third parties, including, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against NationsBank or for which
NationsBank may be held to be liable arising out of or attributable to a
negligent act or omission to act or bad faith by the Transfer Agent.
9.3 NationsBank shall indemnify and hold the Transfer Agent harmless
from and against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages, charges, payments and liabilities of any sort
or kind which may be asserted against the Transfer Agent or for which the
Transfer Agent may be held to be liable arising out of or attributable to any
negligent act or failure to act or bad faith or willful misconduct on the part
of NationsBank in connection with the performance of its duties under this
Agreement.
9.4 In any case in which either party (the "Indemnifying Party") may be
asked to indemnify or hold the other (the "Indemnified Party") harmless, the
Indemnified Party will notify the Indemnifying Party promptly after identifying
any situation which it believes presents or appears likely to present a claim
for indemnification against the Indemnifying Party although the failure to do so
shall not prevent recovery by the Indemnified Party and the Indemnified Party
shall keep the Indemnifying Party advised with respect to all developments
concerning such situation. The Indemnifying Party shall have the option to
defend the Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the Claim and the Indemnified Party shall
sustain no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent.
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9.5 The obligations of the parties hereto under this Article 9 shall
survive the termination of this Agreement.
Article 10 Standard of Care
10.1 NationsBank shall at all times, act in good faith and agrees to
use its best efforts within commercially reasonable limits to ensure the
accuracy of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Transfer Agent unless said errors are
caused by NationsBank's own negligence, bad faith or willful misconduct or that
of its employees.
Article 11 Consequential Damages
11.1 In no event and under no circumstances shall either party to this
Agreement be liable to the other party for consequential or indirect loss of
profits, reputation or business or any other special damages under any provision
of this Agreement or for any act or failure to act hereunder.
Article 12 Term and Termination
12.1 This Agreement shall be effective on the date first written above
and shall continue for a period of five (5) years (the "Initial Term"), unless
earlier terminated pursuant to the terms of this Agreement. Thereafter, this
Agreement shall automatically be renewed for successive terms of three (3) years
("Renewal Terms") each.
12.2 Either party may terminate this Agreement at the end of the
Initial Term or any subsequent Renewal Term upon not less than ninety (90) days,
or more than one-hundred eighty (180) days, prior written notice to the other
party.
12.3 In the event a termination notice is given by the Transfer Agent,
all expenses associated with movement of records and materials and conversion
thereof to the Transfer Agent or to a successor subcontractor, will be borne by
the Transfer Agent.
12.4 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30) days
after such written notice is given, then the Non-Defaulting Party may terminate
this Agreement by giving thirty (30) days written notice of such termination to
the Defaulting Party. If NationsBank is the Non-Defaulting Party, its
termination of this Agreement shall not constitute a waiver of any other rights
or remedies of NationsBank with respect to services performed prior to such
termination of rights of NationsBank to be reimbursed for out-of-pocket
expenses. In all cases, termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of any other rights it might
have under this Agreement or otherwise against the Defaulting Party.
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12.5 Notwithstanding any provision of this Article 12 to the contrary,
this Agreement shall terminate simultaneously with any termination of the
Transfer Agent Agreement.
Article 13 Confidentiality
13.1 In connection with the services provided by NationsBank hereunder,
certain confidential and proprietary information regarding NationsBank and the
Transfer Agent may be disclosed to the other. In connection therewith, the
parties agree as follows:
(a) Confidential Information disclosed under this Agreement
shall mean:
(i) any data or information that is competitively
sensitive material, and not generally known to the public,
including, but not limited to, information about product
plans, marketing strategies, finance, operations, customer
relationships, customer profiles, sales estimates, business
plans, and internal performance results relating to the past,
present or future business activities of NationsBank, the
Transfer Agent or the Funds, their respective parent
corporations, their respective subsidiaries and affiliated
companies and the customers, clients and suppliers of any of
the foregoing;
(ii) any scientific or technical information, design,
process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its
confidentiality affords NationsBank, the Transfer Agent or the
Funds a competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases,
inventions, know-how, show-how and trade secrets, whether or
not patentable or copyrightable.
(b) Confidential Information also includes, without
limitation, all documents, inventions, substances, engineering and
laboratory notebooks, drawings, diagrams, specifications, bills of
material, equipment, prototypes and models, and any other tangible
manifestation of the foregoing which now exist or come into the control
or possession of the party.
13.2 Except as expressly authorized by prior written consent of the
disclosing party ("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential Information to
Recipient's employees who have a need-to-know in connection with the
subject matter thereof;
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(b) advise those employees who have access to the Confidential
Information of the proprietary nature thereof and of the obligations
set forth in this Confidentiality Agreement;
(c) take appropriate action by instruction or agreement with
the employees having access to Discloser's Confidential Information to
fulfill Recipient's obligations under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by
using a reasonable degree of care, but not less than that degree of
care used by Recipient in safeguarding its own similar information or
material;
(e) use all of Discloser's Confidential Information solely for
purposes that it was intended;
(f) not disclose any of Discloser's Confidential Information
to third parties.
13.3 Upon Discloser's request, Recipient shall surrender to Discloser
all memoranda, notes, records, drawings, manuals, records, and other documents
or materials (and all copies of same) relating to or containing Discloser's
Confidential Information. When Recipient returns the materials, Recipient shall
certify in writing that it has returned all materials containing or relating to
the Confidential Information.
13.4 The obligations of confidentiality and restriction on use in this
Article 13 shall not apply to any Confidential Information that Recipient
proves:
(a) Was in the public domain prior to the date of this
Agreement or subsequently came into the public domain through no fault
of Recipient;
(b) Was lawfully received by Recipient from a third party free
of any obligation of confidence to the third party;
(c) Was already in Recipient's possession prior to receipt
from Discloser;
(d) Is required to be disclosed in a judicial or
administrative proceeding after all reasonable legal remedies for
maintaining such information in confidence have been exhausted
including, but not limited to, giving Discloser as much advance notice
as practical of the possibility of disclosure to allow Discloser to
stop such disclosure or obtain a protective order concerning such
disclosure; or
(e) Is subsequently and independently developed by Recipient's
employees, consultants or agents without reference to Confidential
Information.
13.5 NationsBank and the Transfer Agent agree that money damages would
not be a sufficient remedy for breach of this Article 13. Accordingly, in
addition to all other
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remedies that either party may have, a party shall be entitled to specific
performance and injunctive or other equitable relief as a remedy for any breach
of this Agreement. The parties agree to waive any requirement for a bond in
connection with any such injunctive or other equitable relief.
Article 14 Force Majeure
14.1 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, labor
difficulties, mechanical breakdowns, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond its control,
such party shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes.
Article 15 Amendments
15.1 This Agreement may only be amended or modified by a written
instrument executed by both parties.
Article 16 Subcontracting
16.1 The Transfer Agent agrees that NationsBank may, in its discretion,
subcontract for certain of the services described under this Agreement or the
Schedules hereto; provided that the appointment of any such subcontractor shall
not relieve NationsBank of its responsibilities hereunder.
Article 17 Arbitration
17.1 Any Claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Boston, Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
17.2 The parties hereby agree that judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction.
17.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 17.
Article 18 Notice
18.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to NationsBank or the Transfer Agent, shall be
sufficiently given if
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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 Transfer Agent:
The Shareholder Services Group, Inc.
One Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: President
with a copy to TSSG's General Counsel
To: NationsBank
NationsBank
NationsBank Plaza
101 S. Tryon Street, NC1-002-33-31
Charlotte, North Carolina 28255
Attention: Ted Johnson
Article 19 Successors
19.1 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 assigned to any person other than a person
controlling, controlled by or under common control with the assignor without the
written consent of the other party, which consent shall not be unreasonably
withheld.
Article 20 Governing Law
20.1 This Agreement shall be governed exclusively by the laws of the
Commonwealth of Massachusetts without reference to the choice of law provisions
thereof. Subject to Article 17, each party to this Agreement hereby (i) consents
to the personal jurisdiction of the Commonwealth of Massachusetts courts over
the parties hereto, hereby waiving any defense of lack of personal jurisdiction;
and (ii) appoints the person to whom notices hereunder are to be sent as agent
for service of process.
Article 21 Counterparts
21.1 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
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Article 22 Captions
22.1 The captions included in this Agreement are for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 23 Relationship of Parties
23.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
Article 24 Entire Agreement; Severability
24.1 This Agreement and the Schedules attached hereto constitute the
entire agreement of the parties hereto relating to the matters covered hereby
and supersede any previous agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining provisions shall not be
affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year written
above.
THE SHAREHOLDER SERVICES
GROUP, INC.
By: /s/ Jack P. Kurt
--------------------------------
Title: Executive Vice President and
Chief Operating Officer
NATIONSBANK OF TEXAS, N.A.
By: /s/ Mark H. Williamson
--------------------------------
Title: Senior Vice President
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SCHEDULE A
FUND PORTFOLIOS
NATIONS FUND TRUST:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Strategic Growth 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 Balanced Assets Fund
14. Nations Short-Intermediate Government Fund
15. Nations Short-Term Income Fund
16. Nations Diversified Income Fund
17. Nations Strategic Fixed Income Fund
18. Nations Municipal Income Fund
19. Nations Short-Term Municipal Income Fund
20. Nations Intermediate Municipal Bond Fund
21. Nations Florida Intermediate Municipal Bond Fund
22. Nations Florida Municipal Bond Fund
23. Nations Georgia Intermediate Municipal Bond Fund
24. Nations Georgia Municipal Bond Fund
25. Nations Maryland Intermediate Municipal Bond Fund
26. Nations Maryland Municipal Bond Fund
27. Nations North Carolina Intermediate Municipal Bond Fund
28. Nations North Carolina Municipal Bond Fund
29. Nations South Carolina Intermediate Municipal Bond Fund
30. Nations South Carolina Municipal Bond Fund
31. Nations Tennessee Intermediate Municipal Bond Fund
32. Nations Tennessee Municipal Bond Fund
33. Nations Texas Intermediate Municipal Bond Fund
34. Nations Texas Municipal Bond Fund
35. Nations Virginia Intermediate Municipal Bond Fund
36. Nations Virginia Municipal Bond Fund
NATIONS FUND INC.
1. Nations Prime Fund
2. Nations Treasury Fund
3. Nations International Growth Fund
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4. Nations Equity Income Fund
5. Nations U.S. Government Bond Fund
6. Nations Small Company Growth Fund
7. Nations Government Securities Fund
NATIONS RESERVES:
1. Nations Asset Allocation Fund
2. Nations Capital Income Fund
3. Nations California Municipal Bond Fund
4. Nations Intermediate Bond Fund
5. Nations Blue Chip Fund
6. Nations Marsico Focused Equities Fund
7. Nations Marsico Growth & Income Fund
8. Nations International Equity Fund
9. Nations International Value Fund
10. Nations Emerging Markets Fund
NATIONS LIFEGOAL FUNDS, INC.:
1. Nations LifeGoal Growth Portfolio
2. Nations LifeGoal Balanced Growth Portfolio
3. Nations LifeGoal Income and Growth Portfolio
NATIONS FUNDS TRUST:
1. Nations High Yield Bond Fund
2. Nations MidCap Index Fund
3. Nations Kansas Municipal Income Fund
Last Amended: February 14, 2000
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IN WITNESS WHEREOF, the parties hereto have caused the amended Schedule
A to be executed by their Officers designated below as of the 14th day of
February, 2000.
PFPC Inc. (Formerly First Data Investor
Services Group, Inc. f/k/a The Shareholder
Services Group, Inc.)
By: /s/ Jylanne M. Dunne
-------------------------------
Name: Jylanne M. Dunne
Title: Senior Vice President
BANK OF AMERICA, N.A. (Formerly NationsBank
of Texas, N.A.)
By: /s/ Edward D. Bedard
-------------------------------
Name: Edward D. Bedard
Title: Senior Vice President
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Schedule B
DUTIES OF NATIONSBANK
1. Shareholder Information. NationsBank shall maintain a record of the
number of Shares held by each Shareholder of record which shall include name,
address, and taxpayer identification number and which shall indicate whether
such Shares are held in certificates or uncertificated form.
2. Shareholder Services. NationsBank shall respond as appropriate to
all inquiries and communications from Shareholders relating to Shareholder
accounts with respect to its duties hereunder and as may be from time to time
mutually agreed upon between NationsBank and the Transfer Agent (or the Funds as
the case maybe).
3. Share Certificates.
(a) At the expense of the Funds, the Funds shall supply
NationsBank with an adequate supply of blank share certificates to meet
NationsBank's requirements therefor. Such Share certificates shall be properly
signed by facsimile. Notwithstanding the death, resignation, or removal of any
Officer of the Fund whose signature appears on such certificates, NationsBank or
its agent may continue to countersign certificates which bear such signatures
until otherwise directed by Written Instructions.
(b) NationsBank shall issue replacement Share certificates in
lieu of certificates which have been lost, stolen or destroyed, upon receipt by
NationsBank of properly executed affidavits and lost certificate bonds, in form
satisfactory to NationsBank, with the applicable Fund and NationsBank as
obligees under the bond.
(c) NationsBank shall also maintain a record of each certificate
issued, the number of Shares represented thereby and the Shareholder of record.
With respect to Shares held in open accounts or uncertificated form (i.e., no
certificate being issued with respect thereto) the Transfer Agent shall maintain
comparable records of the Shareholders thereof, including their names, addresses
and taxpayer identification numbers. NationsBank shall further maintain a stop
transfer record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. NationsBank
will address and mail to Shareholders of the Funds, all reports to Shareholders,
dividend and distribution notices and proxy material for the Funds' meetings of
Shareholders. In connection with meetings of Shareholders, NationsBank will
prepare Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies voted
prior to meetings, act as inspector of election at meetings and certify Shares
voted at meetings.
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5. Sales of Shares.
(a) NationsBank shall not be required to issue any Shares of the
Funds where it has received a Written Instruction from the applicable Fund or
official notice from any appropriate authority that the sale of the Shares of
such Fund has been suspended or discontinued. The existence of such Written
Instructions or such official notice shall be conclusive evidence of the right
of NationsBank to rely on such Written Instructions or official notice.
(b) In the event that any check or other order for the payment of
money is returned unpaid for any reason, NationsBank will endeavor to: (i) give
prompt notice of such return to the applicable Fund or its designee; (ii) place
a stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as NationsBank may from time to time deem
appropriate.
6. Transfer and Repurchase.
(a) NationsBank shall process all requests to transfer or redeem
Shares in accordance with the transfer or repurchase procedures set forth in the
applicable Fund's Prospectus.
(b) NationsBank will transfer or repurchase Shares upon receipt
of Oral or Written Instructions or otherwise pursuant to the Prospectus and
Share certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as NationsBank reasonably may deem necessary.
(c) NationsBank reserves the right to refuse to transfer or
repurchase Shares until it is satisfied that the endorsement on the instructions
is valid and genuine. NationsBank also reserves the right to refuse to transfer
or repurchase Shares until it is satisfied that the requested transfer or
repurchase is legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or repurchases which NationsBank, in
its reasonable judgment, deems improper or unauthorized, or until it is
reasonably satisfied that there is no basis to any claims adverse to such
transfer or repurchase.
(d) When Shares are redeemed, NationsBank shall, upon receipt of
the instructions and documents in proper form, deliver to the Custodian and the
applicable Fund or its designee a notification setting forth the number of
Shares to be redeemed. Such redeemed Shares shall be reflected on appropriate
accounts maintained by NationsBank reflecting outstanding Shares of the
applicable Fund and Shares attributed to individual accounts.
(e) NationsBank shall, upon receipt of the monies paid to it by
the Custodian for the redemption of Shares, pay such monies as are received from
the Custodian, all in accordance with the procedures described in the Written
Instructions received by NationsBank from the Funds.
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(f) NationsBank shall not process or effect any repurchase with
respect to Shares of any Fund after receipt by NationsBank or its agent of
notification of the suspension of the determination of the net asset value of
such Fund.
7. Dividends.
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Funds with respect to Shares of
the Funds, the Funds shall furnish or cause to be furnished to NationsBank
Written Instructions setting forth the date of the declaration of such dividend
or distribution, the ex-dividend date, the date of payment thereof, the record
date as of which Shareholders entitled to payment shall be determined, the
amount payable per Share to the Shareholders of record as of that date, the
total amount payable to NationsBank on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution of
the Board of Directors, the applicable Fund will pay to NationsBank sufficient
cash to make payment on such payment date to the Shareholders of record on the
record date.
(c) If, prior to the payment date, NationsBank does not receive
sufficient cash from the applicable Fund to make total dividend and/or
distribution payments to all Shareholders of record of such Fund as of the
record date, NationsBank will, upon notifying such Fund, withhold payment to all
Shareholders of record as of the record date until sufficient cash is provided
to NationsBank.
8. Daily Activity. NationsBank will communicate via fax all "net"
activity for the day to TSSG. TSSG shall update the transfer agent system and
notify fund accounting of money movement based on such information.
9. In addition to and neither in lieu nor in contravention of the
services set forth above, NationsBank shall: (i) perform all the customary
services of a transfer agent, registrar, dividend disbursing agent and agent of
the dividend reinvestment and cash purchase plan as described herein consistent
with those requirements in effect as of the date of this Agreement. The detailed
definition, frequency, limitations and associated costs (if any) set out in the
attached fee schedule, include but are not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing proxies,
tabulating proxies, mailing Shareholder reports to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts where
applicable, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders.
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Schedule C
Fee Schedule
Upon receipt of the appropriate payment from the Funds, the Transfer Agent will
compensate NationsBank for the performance of its obligations hereunder in
accordance with a flat fee of $251,000 per year ($20,916.67 per month).
NATIONS LIFEGOAL FUNDS, INC.
SHAREHOLDER SERVICING PLAN ("PLAN")
INVESTOR B SHARES
Section 1. Each of the proper officers of Nations LifeGoal
Funds, Inc. (the "Company") is authorized to execute and deliver, in the name
and on behalf of the Company, written agreements based substantially on the form
attached hereto as Appendix A or any other form duly approved by the Company's
Board of Directors ("Agreements") with broker/dealers, banks and other financial
institutions that are dealers of record or holders of record or which have a
servicing relationship ("Servicing Agents") with the beneficial owners of
Investor B Shares (the "Shares") of the LifeGoal portfolios (each a "Fund") (as
defined on Exhibit A) provided that any material modifications of services
listed in the Agreement shall be presented for approval or ratification by the
Directors at the next regularly scheduled Board Meeting. Pursuant to such
Agreements, Servicing Agents shall provide shareholder support services as set
forth therein to their clients who beneficially own Shares of the Funds in
consideration of a fee, computed monthly in the manner set forth in the
applicable Fund's then current prospectus, at an annual rate of up to 0.25% of
the average daily net asset value of the Shares beneficially owned by or
attributable to such clients. Affiliates of the Company's distributor,
administrator, co-administrator and adviser are eligible to become Servicing
Agents and to receive fees under this Plan. All expenses incurred by a Fund in
connection with the Agreements and the implementation of this Plan shall be
borne either by the holders of the Shares of the particular Fund involved. If
more than one Fund is involved and these expenses are not directly attributable
to Shares of a particular Fund, then the expenses may be allocated between or
among the Shares of the Funds in a fair and equitable manner.
Section 2. The Company's administrator and/or co-administrator
shall monitor the arrangements pertaining to the Company's Agreements with
Servicing Agents. The Company's administrator and co-administrator shall not,
however, be obligated by this Plan to recommend, and the Company shall not be
obligated to execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Company's
distributor shall provide to the Company's Board of Directors, and the Directors
shall review, at least quarterly, a written report of the amounts expended
pursuant to this Plan and the purposes for which such expenditures were made.
Section 4. Unless sooner terminated, this Plan shall continue
in effect for a period of one year from its date of execution and shall continue
thereafter for successive annual periods, provided that such continuance is
specifically approved by a majority of the Board of Directors, including a
majority of the Directors who are not "interested persons," as defined in the
Investment Company Act of 1940, of the Company and have no direct or indirect
financial interest in the operation of this Plan or in any Agreement related to
this Plan (the "Disinterested Directors") cast in person at a meeting called for
the purpose of voting on this Plan.
<PAGE>
Section 5. This Plan may be amended at any time with respect
to any Fund by the Company's Board of Directors, provided that any material
amendment of the terms of this Plan (including a material increase of the fee
payable hereunder) shall become effective only upon the approvals set forth in
Section 4.
Section 6. This Plan is terminable at any time with respect to
any Fund by vote of a majority of the Disinterested Directors.
Section 7. While this Plan is in effect, the selection and
nomination of the Disinterested Directors shall be committed to the discretion
of such Disinterested Directors.
Section 8. The Company will preserve copies of this Plan,
Agreements, and any written reports regarding this Plan presented to the Board
of Directors for a period of not less than six years.
2
<PAGE>
EXHIBIT A
NATIONS LIFEGOAL FUNDS, INC.
The term "Fund" used in the Plan shall refer to the following
Funds of the Company:
Nations LifeGoal Growth Portfolio
Nations LifeGoal Balanced Growth Portfolio
Nations LifeGoal Income and Growth Portfolio
Dated: October 2, 1996
Amended:
NATIONS LIFEGOAL FUNDS, INC.
SHAREHOLDER SERVICING PLAN ("PLAN")
INVESTOR C SHARES
Section 1. Each of the proper officers of Nations LifeGoal
Funds, Inc. (the "Company") is authorized to execute and deliver, in the name
and on behalf of the Company, written agreements based substantially on the form
attached hereto as Appendix A or any other form duly approved by the Company's
Board of Directors ("Agreements") with broker/dealers, banks and other financial
institutions that are dealers of record or holders of record or which have a
servicing relationship ("Servicing Agents") with the beneficial owners Investor
C Shares ("Shares") of the LifeGoal portfolios (each a "Fund") (as listed on
Exhibit A hereto) in any of the Funds provided that any material modifications
of services listed in the Agreement shall be presented for approval or
ratification by the Directors at the next regularly scheduled Board Meeting.
Pursuant to such Agreements, Servicing Agents shall provide shareholder support
services as set forth therein to their clients who beneficially own Shares of
the Funds in consideration of a fee, computed monthly in the manner set forth in
the applicable Fund's then current prospectus, at an annual rate of up to 0.25%
of the average daily net asset value of the Shares beneficially owned by or
attributable to such clients. Affiliates of the Company's distributor,
administrator, co-administrator and adviser are eligible to become Servicing
Agents and to receive fees under this Plan. All expenses incurred by a Fund in
connection with the Agreements and the implementation of this Plan shall be
borne entirely by the holders of the Shares of the particular Fund involved. If
more than one Fund is involved and these expenses are not directly attributable
to Shares of a particular Fund, then the expenses may be allocated between or
among the Shares of the Funds in a fair and equitable manner.
Section 2. The Company's administrator and/or co-administrator
shall monitor the arrangements pertaining to the Company's Agreements with
Servicing Agents. The Company's administrator and co-administrator shall not,
however, be obligated by this Plan to recommend, and the Company shall not be
obligated to execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Company's
distributor shall provide to the Company's Board of Directors, and the Directors
shall review, at least quarterly, a written report of the amounts expended
pursuant to this Plan and the purposes for which such expenditures were made.
Section 4. Unless sooner terminated, this Plan shall continue
in effect for a period of one year from its date of execution and shall continue
thereafter for successive annual periods, provided that such continuance is
specifically approved by a majority of the Board of Directors, including a
majority of the Directors who are not "interested persons," as defined in the
Investment Company Act of 1940, of the Company and have no direct or indirect
financial interest in the operation of this Plan or in any Agreement related to
this Plan (the "Disinterested Directors") cast in person at a meeting called for
the purpose of voting on this Plan.
1
<PAGE>
Section 5. This Plan may be amended at any time with respect
to any Fund by the Company's Board of Directors, provided that any material
amendment of the terms of this Plan (including a material increase of the fee
payable hereunder) shall become effective only upon the approvals set forth in
Section 4.
Section 6. This Plan is terminable at any time with respect to
any Fund by vote of a majority of the Disinterested Directors.
Section 7. While this Plan is in effect, the selection and
nomination of the Disinterested Directors shall be committed to the discretion
of such Disinterested Directors.
Section 8. The Company will preserve copies of this Plan,
Agreements, and any written reports regarding this Plan presented to the Board
of Directors for a period of not less than six years.
2
<PAGE>
EXHIBIT A
NATIONS LIFEGOAL FUNDS, INC.
The term "Fund" used in the Plan shall refer to the following
Funds of the Company:
Nations LifeGoal Growth Portfolio
Nations LifeGoal Balanced Growth Portfolio
Nations LifeGoal Income and Growth Portfolio
Dated: October 2, 1996
Amended:
3
NATIONS LIFEGOAL FUNDS, INC.
SHAREHOLDER ADMINISTRATION
PLAN ("PLAN") FOR PRIMARY B SHARES
Section 1. Each of the proper officers of Nations LifeGoal Funds, Inc.
(the "Company") is authorized to execute and deliver, in the name and on behalf
of the Company, written agreements based substantially on the form attached
hereto as Appendix A or any other form duly approved by the Company's Board of
Directors ("Agreements") with broker/dealers, banks and other financial
institutions that are dealers of record or holders of record or which have a
servicing relationship with the beneficial owners of Primary B Shares
("Servicing Agents") in certain of the LifeGoal portfolios (each a "Fund") (as
listed on Exhibit A) offering such shares provided that any material
modifications of services listed in the Agreement shall be presented for
approval or ratification by the Directors at the next regularly scheduled Board
Meeting. Pursuant to such Agreements, Servicing Agents shall provide shareholder
support services as set forth therein to their clients who beneficially own
Primary B Shares of the Funds in consideration of a fee, computed monthly in the
manner set forth in the applicable Fund's then current prospectus, at an annual
rate of up to 0.60% of the average daily net asset value of the Primary B Shares
beneficially owned by or attributable to such clients, provided that in no event
may the portion of such fee that constitutes a "service fee," as that term is
defined in Article III, Section 26(b)(9) of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., exceed 0.25% of the average
daily net asset value of such Primary B Shares of a Fund. Affiliates of the
Company's distributor, administrator, co-administrator and adviser are eligible
to become Servicing Agents and to receive fees under this Plan. All expenses
incurred by a Fund in connection with the Agreements and the implementation of
this Plan shall be borne entirely by the holders of the Primary B Shares of the
particular Fund involved. If more than one Fund is involved and these expenses
are not directly attributable to Primary B Shares of a particular Fund, then the
expenses may be allocated between or among the Primary B Shares of the Funds in
a fair and equitable manner.
Section 2. The Company's administrator and/or co-administrator shall
monitor the arrangements pertaining to the Company's Agreements with Servicing
Agents. The Company's administrator and co-administrator shall not, however, be
obligated by this Plan to recommend, and the Company shall not be obligated to
execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Company's distributor
shall provide to the Company's Board of Directors, and the Directors shall
review, at least quarterly, a written report of the amounts expended pursuant to
this Plan and the purposes for which such expenditures were made.
Section 4. Unless sooner terminated, this Plan shall continue in effect
for a period of one year from its date of execution and shall continue
thereafter for successive annual periods, provided that such continuance is
specifically approved by a majority of the
<PAGE>
Board of Directors, including a majority of the Directors who are not
"interested persons," as defined in the Investment Company Act of 1940 (the
"Act"), of the Company and have no direct or indirect financial interest in the
operation of this Plan or in any Agreement related to this Plan (the
"Disinterested Directors") cast in person at a meeting called for the purpose of
voting on this Plan.
Section 5. This Plan may be amended at any time with respect to any
Fund by the Company's Board of Directors, provided that any material amendment
of the terms of this Plan (including a material increase of the fee payable
hereunder) shall become effective only upon the approvals set forth in Section
4.
Section 6. This Plan is terminable at any time with respect to any Fund
by vote of a majority of the Disinterested Directors.
Section 7. While this Plan is in effect, the selection and nomination
of the Disinterested Directors shall be committed to the discretion of such
Disinterested Directors.
Section 8. To the extent that any portion of the fees payable under the
Agreements is deemed to be for services primarily intended to result in the sale
of Fund shares, such fees are deemed approved and may be paid pursuant to the
Plan and in accordance with Rule 12b-1 under the Act, provided that the
Agreements, to the extent they are deemed to relate to services primarily
intended to result in the sale of Fund shares, are approved and otherwise
treated in all respects as agreements related to the Plan.
Section 9. The Company will preserve copies of this Plan, Agreements,
and any written reports regarding this Plan presented to the Board of Directors
for a period of not less than six years.
2
<PAGE>
EXHIBIT A
NATIONS LIFEGOAL FUNDS, INC.
The term "Fund" used in the Plan shall refer to the following
Funds of the Company:
Nations LifeGoal Growth Portfolio
Nations LifeGoal Balanced Growth Portfolio
Nations LifeGoal Income and Growth Portfolio
Dated: October 2, 1996
Amended:
3
NATIONS LIFEGOAL FUNDS, INC.
SHAREHOLDER SERVICING AND DISTRIBUTION PLAN
INVESTOR A SHARES
This amended and restated Investor A Shareholder Servicing and
Distribution Plan (the "Plan") has been adopted by the Board of Directors of
Nations LifeGoal Funds, Inc. (the "Company") in conformance with Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act").
Section 1. Payments for Services. Under the terms of this Plan,
the Company may act as a distributor of the Shares of which a LifeGoal portfolio
(a "Fund") is the issuer, pursuant to Rule 12b-1 under the 1940 Act. The Company
may incur as a distributor of the Investor A Shares of each Fund ("Shares")
expenses of up to (A) twenty-five one-hundredths of one percent (0.25%) per
annum of the average daily net assets of the Company attributable to the Shares
of the Funds (as defined on Exhibit A).
Section 2. Expenses Covered by the Plan. Amounts set forth in
Section 1 may be expended when and if authorized in advance by the Company's
Board of Directors. Such amounts may be used to finance any activity which is
primarily intended to result in the sale of the Shares, including, but not
limited to, expenses of organizing and conducting sales seminars, printing of
prospectuses and statements of additional information (and supplements thereto)
and reports for other than existing shareholders, preparation and distribution
of advertising material and sales literature, supplemental payments to the
Company's distributor (the "Distributor") and the cost of administering this
Plan, as well as, with respect to payments made under Section 1(A), above, the
shareholder servicing activities described below. All amounts expended pursuant
to this Plan shall be paid:
(i) to the Distributor for reimbursements of distribution-related
expenses actually incurred by the Distributor, including, but not limited
to, expenses of organizing and conducting sales seminars, printing of
prospectuses and statements of additional information (and supplements
thereto) and reports for other than existing shareholders, preparation and
distribution of advertising material and sales literature and costs of
administering this Plan, or
(ii) to certain broker/dealers and other financial institutions
("Agents") who offer shares to their customers and who have entered into (A)
Shareholder Servicing Agreements substantially in the form of Exhibit C with
respect to the Funds, and (B) Sales Support Agreements substantially in the
form of Exhibit B with respect to any of the Funds, for providing the
services contemplated thereunder.
The shareholder servicing activities for which compensation may be
received under this Plan may include, among other things: (i) aggregating and
processing purchase and redemption requests and transmitting promptly net
purchase and redemption orders to the Distributor or transfer agent; (ii)
providing customers with a service that invests the assets of their accounts in
Shares pursuant to specific or pre-authorized instructions; (iii) processing
<PAGE>
dividend and distribution payments; (iv) providing information periodically to
customers showing their positions in Shares; (v) arranging for bank wires; (vi)
responding to customers' inquiries concerning their investment in Shares; (vii)
providing subaccounting with respect to Shares beneficially owned by customers
or the information to the Company necessary for subaccounting; (viii) if
required by law, forwarding shareholder communications (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to customers; (ix) forwarding to customers proxy
statements and proxies containing any proposals regarding the Shareholder
Servicing Agreement; (x) general shareholder liaison services; and (xi)
providing such other similar services as the Company may reasonably request to
the extent such firms are permitted to do so under applicable statutes, rules or
regulations.
Section 3. Limitations on Payments. No additional payments are to
be made by the Company on behalf of the Funds with respect to the Shares under
this Plan, provided that the Funds shall not be precluded from making the
payments such Fund is otherwise obligated to make (i) to NationsBanc Advisors,
Inc. ("NBAI") and/or TradeStreet Investment Associates, Inc. ("TradeStreet")
pursuant to the Investment Advisory Agreement and the Sub-Investment Advisory
Agreement, (ii) to The Bank of New York ("BONY") pursuant to the Custody
Agreement, (iii) to First Data Investor Services Group, Inc. ("First Data"),
pursuant to the Transfer Agency and Registrar Agreement, (iv) to Stephens Inc.
("Stephens"), pursuant to the Administration Agreement, (v) to First Data
pursuant to the Co-Administration Agreement, (vi) to Servicing Agents pursuant
to Shareholder Servicing Agreements and (vii) for the expenses otherwise
incurred by a Fund and the Company on behalf of the Shares in the normal conduct
of such Fund's business pursuant to the Investment Advisory Agreement (and/or
Sub-Investment Advisory Agreement), the Custody Agreement, the Transfer Agency
and Registrar Agreement, the Administration Agreement, the Co-Administration
Agreement and the Shareholder Servicing Agreements. However, to the extent any
payments by the Company on behalf of a Fund to NBAI, TradeStreet, BONY, First
Data, Stephens or Servicing Agents; by NBAI, TradeStreet, BONY, First Data,
Stephens or Servicing Agents or any affiliate thereof, to any party, pursuant to
any agreement; or, generally, by the Company on behalf of a Fund to any party,
are deemed to be payments for the financing of any activity primarily intended
to result in the sale of the Shares within the context of Rule 12b-1 under the
1940 Act, then such payments shall be deemed to be approved pursuant to this
Plan as set forth herein.
Section 4. Reports of Distributor. The officers of the Company
shall report quarterly in writing to the Board of Directors on the amounts and
purpose of payments for any of the activities in Section 2 and shall furnish the
Board of Directors with such other information as the Board may reasonably
request in connection with such payments in order to enable the Board to make an
informed determination on the nature and value of such expenditures.
Section 5. Approval of Plan. This Plan shall continue in effect
for a period of more than one year from the date written below only so long as
such continuance is specifically approved at least annually by the Company's
Board of Directors, including the Directors who are not interested persons of
the Company and have no direct or indirect financial interest in the operation
of this Plan or in any Agreements related to this Plan ("Disinterested
Directors"), by vote cast in person at a meeting called for the purpose of
voting on this Plan.
2
<PAGE>
Section 6. Termination. This Plan may be terminated at any time by
vote of a majority of the Disinterested Directors or with respect to a
particular Fund by vote of a majority of the outstanding voting securities of
the Shares of such Fund, on not more than sixty (60) days' written notice to any
other party to the Plan, and shall terminate automatically in the event of any
act that constitutes an assignment of the Distribution Agreement or the
Investment Advisory Agreement (or with respect to a Fund sub-advised by
TradeStreet, the Sub-Investment Advisory Agreement).
Section 7. Amendments. This Plan may be amended at any time by the
Board of Directors provided that (a) any amendments to increase materially the
costs which a Fund's Investor A Shares may bear for distribution pursuant to
this Plan shall be effective only upon approval by a vote of a majority of the
outstanding Investor A Shares of such Fund, and (b) any material amendments of
the terms of this Plan shall become effective only upon approval as provided in
Section 5 hereof.
Section 8. Selection/Nomination of Directors. So long as this Plan
is in effect, the selection and nomination of the Company's Disinterested
Directors shall be committed to the discretion of such Disinterested Directors.
Section 9. Governing Law. This Plan shall be subject to the laws
of The State of Maryland and shall be interpreted and construed to further
promote the operation of the Company as an open-end management investment
company. As used herein the terms "open-end management investment company,"
"assignment," "principal underwriter," "interested person," and "majority of the
outstanding voting securities" shall have the meanings set forth in the
Securities Act of 1933, as amended or the 1940 Act, and the rules and
regulations thereunder.
Section 10. Scope of Liability. Nothing herein shall be deemed to
protect the parties to any Agreement entered into pursuant to this Plan against
any liability to the Company or its shareholders to which they would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of their duties hereunder, or by reason of their reckless
disregard of their obligations and duties hereunder.
Section 11. Records. The Company will preserve copies of this
Plan, Agreements and any written reports regarding this Plan presented to the
Board of Directors for a period of not less than six years.
3
<PAGE>
EXHIBIT A
NATIONS LIFEGOAL FUNDS, INC.
The term "Fund" used in the Plan shall refer to the following
Funds of the Company:
Nations LifeGoal Growth Portfolio
Nations LifeGoal Balanced Growth Portfolio
Nations LifeGoal Income and Growth Portfolio
Dated: October 2, 1996
Amended:
NATIONS LIFEGOAL FUNDS, INC.
INVESTOR B DISTRIBUTION PLAN
This Investor B Distribution Plan (the "Plan") has been adopted by the
Board of Directors of Nations LifeGoal Funds, Inc. (the "Company") in
conformance with Rule 12b-1 under the Investment Company Act of 1940 (the "1940
Act").
Section 1. Payments for Distribution-Related Services. The Company may
compensate or reimburse its Distributor for any activities or expenses primarily
intended to result in the sale of Investor B Shares of the LifeGoal Portfolios
(each a "Fund"), as listed on Exhibit A. Payments by the Company under this
Section of this Plan will be calculated daily and paid monthly at a rate or
rates set from time to time by the Company's Board of Directors, provided that
no rate set by the Board for any Fund may exceed, on an annual basis, 0.75% of
the average daily net asset value of a Fund's Investor B Shares.
Section 2. Expenses Covered by Plan. The fees payable under Section 1 of
this Plan shall be used primarily to compensate or reimburse the Distributor for
distribution services provided by it, and related expenses incurred, including
payments by the Distributor to compensate or reimburse banks, broker/dealers or
other financial institutions that have entered into Sales Support Agreements
with the Distributor ("Selling Agents"), for sales support services provided,
and related expenses incurred, by such Selling Agents. Payments under Section 1
of this Plan may be made with respect to: preparation, printing and distribution
of prospectuses, sales literature and advertising materials by the Distributor
or, as applicable, Selling Agents, attributable to distribution or sales support
activities, respectively; commissions, incentive compensation or other
compensation to, and expenses of, account executives or other employees of the
Distributor or Selling Agents, attributable to distribution or sales support
activities, respectively; overhead and other office expenses of the Distributor
or Selling Agents, attributable to distribution or sales support activities,
respectively; opportunity costs relating to the foregoing (which may be
calculated as a carrying charge on the Distributor's or Selling Agents'
unreimbursed expenses incurred in connection with distribution or sales support
activities, respectively); and any other costs and expenses relating to
distribution or sales support activities. The overhead and other office expenses
referenced in this Section 2 may include, without limitation, (i) the expenses
of operating the Distributor's or Selling Agents' offices in connection with the
sale of Fund shares, including lease costs, the salaries and employee benefit
costs of administrative, operations and support personnel, utility costs,
communication costs and the costs of stationery and supplies, (ii) the costs of
client sales seminars and travel related to distribution and sales support
activities, and (iii) other expenses relating to distribution and sales support
activities.
Section 3. Distribution and Sales Support Agreements. Any officer of the
Company is authorized to execute and deliver, in the name and on behalf of the
Company, a written agreement with the Distributor in a form duly approved from
time to time by the Company's Board of Directors. Such agreement shall authorize
the Distributor to enter into written Sales Support Agreements, in substantially
the form attached hereto as Exhibit B ("Agreements"), with Selling Agents.
1
<PAGE>
Section 4. Limitations on Payments. Payment made by a particular Fund
under Section 1 must be for distribution or sales support services rendered for
or on behalf of such Fund. However, joint distribution or sales support
financing with respect to the Funds (which financing may also involve other
investment portfolios or companies that are affiliated persons of such a person,
or affiliated persons of the Distributor) shall be permitted in accordance with
applicable regulations of the Securities and Exchange Commission as in effect
from time to time.
Except for the payments specified in Section 1, no additional payments are
to be made by the Company on behalf of the Funds with respect to the Shares
under this Plan, provided that the Funds shall not be precluded from making the
payments such Fund is otherwise obligated to make (i) to NationsBanc Advisors,
Inc. ("NBAI") and/or TradeStreet Investment Associates, Inc. ("TradeStreet")
pursuant to the Investment Advisory Agreement and the Sub-Investment Advisory
Agreement, (ii) to The Bank of New York ("BONY") pursuant to the Custody
Agreement, (iii) to First Data Investor Services Group, Inc. ("First Data"),
pursuant to the Transfer Agency and Registrar Agreement, (iv) to Stephens Inc.
("Stephens"), pursuant to the Administration Agreement, (v) to First Data
pursuant to the Co-Administration Agreement, (vi) to Servicing Agents pursuant
to Shareholder Servicing Agreements and (vii) for the expenses otherwise
incurred by a Fund and the Company on behalf of the Shares in the normal conduct
of such Fund's business pursuant to the Investment Advisory Agreement (and/or
Sub-Investment Advisory Agreement), the Custody Agreement, the Transfer Agency
and Registrar Agreement, the Administration Agreement, the Co-Administration
Agreement and the Shareholder Servicing Agreements. However, to the extent any
payments by the Company on behalf of a Fund to NBAI, TradeStreet, BONY, First
Data, Stephens or Servicing Agents; by NBAI, TradeStreet, BONY, First Data,
Stephens or Servicing Agents or any affiliate thereof, to any party, pursuant to
any agreement; or, generally, by the Company on behalf of a Fund to any party,
are deemed to be payments for the financing of any activity primarily intended
to result in the sale of the Shares within the context of Rule 12b-1 under the
1940 Act, then such payments shall be deemed to be approved pursuant to this
Plan as set forth herein without regard to Section 1.
With respect to Investor B Shares, actual distribution expenses incurred
by the Distributor (or sales support expenses incurred by Selling Agents) in a
given year may exceed the sum of the fees received by the Distributor pursuant
to this Plan and payments received by the Distributor pursuant to contingent
deferred sales charges. Any such excess may be recovered by the Distributor, and
retained by it or paid over to Selling Agents, as applicable, in future years as
long as this Plan is in effect. If this Plan is terminated or not continued, the
Company shall not be obligated to pay the Distributor (or Selling Agents) for
any expenses not previously reimbursed by the Company or recovered through
contingent deferred sales charges.
Notwithstanding anything herein to the contrary, no Fund shall be
obligated to make any payments under this Plan that exceed the maximum amounts
payable under Article III, Section 26 of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
Section 5. Reports of Distributor. So long as this Plan is in effect, the
Distributor shall provide to the Company's Officers and Board of Directors, and
the Directors shall review at least quarterly, a written report of the amounts
expended by it pursuant to the Distribution Agreement,
2
<PAGE>
or by Selling Agents pursuant to Sales Support Agreements, and the purposes for
which such expenditures were made.
Section 6. Approval of Plan. This Plan will become effective immediately,
as to any Fund's Investor B Shares, upon its approval by (a) a majority of the
outstanding Investor B Shares of such Fund, and (b) a majority of the Board of
Directors, including a majority of the Directors who are not "interested
persons" (as defined in the 1940 Act) of the Company and who have no direct or
indirect financial interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote cast in person at
a meeting called for the purpose of voting on the approval of this Plan.
Section 7. Continuance of Plan. This Plan shall continue in effect for so
long as its continuance is specifically approved at least annually by the
Company's Board of Directors in the manner described in Section 6.
Section 8. Amendments. This Plan may be amended at any time by the Board
of Directors provided that (a) any amendment to increase materially the costs
which a Fund's Investor B Shares may bear for distribution pursuant to this Plan
shall be effective only upon approval by a vote of a majority of the outstanding
Investor B Shares of such Fund, and (b) any material amendments of the terms of
this Plan shall become effective only upon approval as provided in Section 6
hereof.
Section 9. Termination. This Plan is terminable, as to a Fund's Investor B
Shares, without penalty at any time by (a) a vote of a majority of the Directors
who are not "interested persons" (as defined in the 1940 Act) of the Company and
who have no direct or indirect financial interest in the operation of this Plan
or in any agreements entered into in connection with this Plan, or (b) a vote of
a majority of the outstanding Investor B Shares of such Fund.
Section 10. Selection/Nomination of Directors. While this Plan is in
effect, the selection and nomination of those Directors who are not "interested
persons" (as defined in the 1940 Act) of the Company shall be committed to the
discretion of such non-interested Directors.
Section 12. Records. The Company will preserve copies of this Plan, and
any Agreements and written reports regarding this Plan presented to the Board of
Directors for a period of not less than six years.
Section 13. Miscellaneous. The captions in this Plan 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.
3
<PAGE>
EXHIBIT A
NATIONS LIFEGOAL FUNDS, INC.
The term "Fund" used in the Plan shall refer to the following
Funds of the Company:
Nations LifeGoal Growth Portfolio
Nations LifeGoal Balanced Growth Portfolio
Nations LifeGoal Income and Growth Portfolio
Dated: October 2, 1996
Amended:
4
NATIONS LIFEGOAL FUNDS, INC.
DISTRIBUTION PLAN
INVESTOR C SHARES
This Distribution Plan (this "Plan") has been adopted by the Board of
Directors of Nations LifeGoal Funds, Inc. (the "Company") in conformance with
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act").
Section 1. Payments for Distribution-Related Services. The Company may pay
its Distributor for certain expenses that are incurred in connection with the
support and distribution of Investor C Shares ("Shares") of the LifeGoal
portfolios (each a "Fund"), as listed in Exhibit A. Payments by the Company
under the Plan will be calculated daily and paid monthly at a rate or rates set
from time to time by the Company's Board of Directors, provided that no rate set
by the Board for any Fund may exceed the annual rate of: 0.75% of the average
daily net asset value of Investor C Shares of the Funds. For purposes of
determining the payments payable under this Plan, the net asset value of the
outstanding Shares of the respective Funds shall be computed in the manner
specified in the Company's then current prospectuses and statement of additional
information as amended or supplemented from time to time for such Shares.
Section 2. Expenses Covered by Plan. Payments to the Distributor under
Section 1 of this Plan will be used by the Distributor (i) to compensate banks,
broker/dealers or other financial institutions that have entered into Sales
Support Agreements with the Distributor ("Selling Agents") for providing
distribution assistance relating to Shares, (ii) for promotional activities
intended to result in the sale of Shares such as by paying for the preparation,
printing and distribution of prospectuses for other than current Shareholders,
and (iii) to compensate Selling Agents for providing distribution services with
regard to their Customers who are, from time to time, beneficial, and record
owners of Shares.
Section 3. Distribution and Sales Support Agreements. Any officer of the
Company is authorized to execute and deliver, in the name and on behalf of the
Company, a written agreement with the Distributor in a form duly approved from
time to time by the Company's Board of Directors. Such agreement shall authorize
the Distributor to enter into written Sales Support Agreements, in substantially
the form attached hereto as Exhibit B ("Agreements"), with Selling Agents.
As used herein, promotional activities include, but are not limited to,
advertising via radio, television, newspapers, magazines and otherwise;
preparing, printing and mailing sales materials, brochures and prospectuses
(except for prospectuses used for regulatory purposes or for distribution to
existing shareholders).
Section 4. Limitations on Payments. Payment made by a particular Fund
under Section 1 must be for distribution or sales support services rendered for
or on behalf of such Fund. However, joint distribution or sales support
financing with respect to the Funds (which financing may also involve other
investment portfolios or companies that are affiliated persons of such a person,
or affiliated persons of the Distributor) shall be permitted in accordance with
applicable regulations of the Securities and Exchange Commission ("SEC") as in
effect from time to time.
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Upon proper authorization by the Company's Directors in accordance with
Rule 12b-1 under the Act, expenses covered by this Plan may also include other
expenses the Distributor (or any other person) may incur in connection with the
distribution of the Company's Shares including, without limitation, expenditures
for telephone facilities and in-house telemarketing, or in connection with
shareholder servicing. Distribution service fees will not be used to pay any
interest expenses, carrying charges or other financing costs (except to the
extent permitted by the SEC). Distribution service fees will not be used to pay
any general or administrative expenses of the Distributor.
Except for the payments specified in Section 1, no additional payments are
to be made by the Company on behalf of the Funds with respect to the Shares
under this Plan, provided that the Funds shall not be precluded from making the
payments such Fund is otherwise obligated to make (i) to NationsBanc Advisors,
Inc. ("NBAI") and/or TradeStreet Investment Associates, Inc. ("TradeStreet")
pursuant to the Investment Advisory Agreement and the Sub-Investment Advisory
Agreement, (ii) to The Bank of New York ("BONY") pursuant to the Custody
Agreement, (iii) to First Data Investor Services Group, Inc. ("First Data"),
pursuant to the Transfer Agency and Registrar Agreement, (iv) to Stephens Inc.
("Stephens"), pursuant to the Administration Agreement, (v) to First Data
pursuant to the Co-Administration Agreement, (vi) to Servicing Agents pursuant
to Shareholder Servicing Agreements and (vii) for the expenses otherwise
incurred by a Fund and the Company on behalf of the Shares in the normal conduct
of such Fund's business pursuant to the Investment Advisory Agreement (and/or
Sub-Investment Advisory Agreement), the Custody Agreement, the Transfer Agency
and Registrar Agreement, the Administration Agreement, the Co-Administration
Agreement and the Shareholder Servicing Agreements. However, to the extent any
payments by the Company on behalf of a Fund to NBAI, TradeStreet, BONY, First
Data, Stephens or Servicing Agents; by NBAI, TradeStreet, BONY, First Data,
Stephens or Servicing Agents or any affiliate thereof, to any party, pursuant to
any agreement; or, generally, by the Company on behalf of a Fund to any party,
are deemed to be payments for the financing of any activity primarily intended
to result in the sale of the Shares within the context of Rule 12b-1 under the
1940 Act, then such payments shall be deemed to be approved pursuant to this
Plan as set forth herein without regard to Section 1.
With respect to Shares, actual distribution expenses incurred by the
Distributor (or sales support expenses incurred by the Selling Agents) in a
given year may exceed the sum of the fees received by the Distributor pursuant
to this Plan and payments received by the Distributor pursuant to contingent
deferred sales charges. Any such excess may be recovered by the Distributor, and
retained by it or paid over to the Selling Agents, as applicable, in future
years as long as this Plan is in effect. If this Plan is terminated or not
continued, the Company shall not be obligated to pay the Distributor (or Selling
Agents) for any expenses not previously reimbursed by the Company or recovered
through contingent deferred sales charges.
Notwithstanding anything herein to the contrary, no Fund shall be
obligated to make any payments under this Plan that exceed the maximum amounts
payable under Article III, Section 26 of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
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<PAGE>
Section 5. Reports of Distributor. So long as this Plan is in effect, the
Distributor shall provide to the Company's Officers and Board of Directors, and
the Directors shall review, at least quarterly, a written report of the amounts
expended by it pursuant to the Distribution Agreement, or by Selling Agents
pursuant to Sales Support Agreements, and the purposes for which such
expenditures were made.
Section 6. Approval of Plan. The Plan will become effective immediately,
as to any Fund's Shares, upon its approval by (a) a majority of the outstanding
Shares of such Fund, and (b) a majority of the Board of Directors, including a
majority of the Directors who are not "interested persons" (as defined in the
1940 Act) of the Company and who have no direct or indirect financial interest
in the operation of this Plan or in any agreements entered into in connection
with this Plan, pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
Section 7. Continuance of Plan. The Plan shall continue in effect for so
long as its continuance is specifically approved at least annually by the
Company's Board of Directors in the manner described in Section 6.
Section 8. Amendments. The Plan may be amended at any time by the Board of
Directors provided that (a) any amendment to increase materially the costs which
a Fund's Shares may bear for distribution pursuant to this Plan shall be
effective only upon approval by a vote of a majority of the outstanding Shares
of such Fund, and (b) any material amendments of the terms of this Plan shall
become effective only upon approval as provided in Section 6 hereof.
Section 9. Termination. The Plan is terminable, as to a Fund's Shares,
without penalty at any time by (a) a vote of a majority of the Directors who are
not "interested persons" (as defined in the 1940 Act) of the Company and who
have no direct or indirect financial interest in the operation of this Plan or
in any agreements entered into in connection with this Plan, or (b) a vote of a
majority of the outstanding Shares of such Fund.
Section 10. Selection/Nomination of Directors. While this Plan is in
effect, the selection and nomination of those Directors who are not "interested
persons" (as defined in the 1940 Act) of the Company shall be committed to the
discretion of such non-interested Directors.
Section 11. Records. The Company will preserve copies of this Plan,
Agreements, and any written reports regarding this Plan presented to the Board
of Directors for a period of not less than six years.
Section 12. Miscellaneous. The captions in this Plan 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.
3
<PAGE>
EXHIBIT A
NATIONS LIFEGOAL FUNDS, INC.
The term "Fund" used in the Plan shall refer to the following
Funds of the Company:
Nations LifeGoal Growth Portfolio
Nations LifeGoal Balanced Growth Portfolio
Nations LifeGoal Income and Growth Portfolio
Dated: October 2, 1996
Amended:
4
NATIONS LIFEGOAL FUNDS, INC.
RULE 18F-3 MULTI-CLASS PLAN
I. INTRODUCTION.
Pursuant to Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), the following sets forth the method for allocating
fees and expenses among each class of shares in the investment portfolios of
Nations LifeGoal Funds, Inc. (the "Company"). In addition, this Rule 18f-3
Multi-Class Plan (the "Plan") sets forth the maximum initial sales loads,
contingent deferred sales charges, Rule 12b-1 distribution fees, shareholder
servicing fees, conversion features, exchange privileges and other shareholder
services, if any, applicable to a particular class of shares of the portfolios.
The Plan also identifies expenses that may be allocated to a particular class of
shares to the extent that they are actually incurred in a different amount by
class or relate to a different kind or degree of services provided to the class.
The Company is an open-end series investment company registered
under the 1940 Act, the shares of which are registered on Form N-1A under the
Securities Act of 1933 (Registration Nos. 333-09703 and 811-07745). The Company
elects to offer multiple classes of shares in its investment portfolios pursuant
to the provisions of Rule 18f-3 and this Plan.
The Company currently consists of the following three separate
investment portfolios: LifeGoal Growth Portfolio, LifeGoal Balanced Growth
Portfolio and LifeGoal Income and Growth Portfolio.
The above-listed investment portfolios of the Company (the
"Funds") are authorized to issue the following classes of shares representing
interests in the Funds: Primary A Shares, Primary B Shares, Investor A Shares,
Investor B Shares and Investor C Shares;
II.ALLOCATION OF EXPENSES.
A. Pursuant to Rule 18f-3 under the 1940 Act, the Company shall
allocate to each class of shares in a Fund (i) any fees and expenses incurred by
the Company in connection with the distribution of such class of shares under a
distribution plan adopted for such class of shares pursuant to Rule 12b-1, and
(ii) any fees and expenses incurred by the Company under a shareholder servicing
plan in connection with the provision of shareholder services to the holders of
such class of shares.
B. In addition, pursuant to Rule 18f-3, the Company may allocate
the following fees and expenses, if any, to a particular class of shares in a
single Fund:
(i) transfer agent fees identified by the transfer agent as
being attributable to such class of shares;
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(ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports,
prospectuses, reports, and proxies to current shareholders
of such class of shares or to regulatory agencies with
respect to such class of shares;
(iii) blue sky registration or qualification fees incurred by
such class of shares;
(iv) Securities and Exchange Commission registration fees
incurred by such class of shares;
(v) the expense of administrative personnel and services
(including, but not limited to, those of a portfolio
accountant, custodian or dividend paying agent charged with
calculating net asset values or determining or paying
dividends) as required to support the shareholders of such
class of shares;
(vi) litigation or other legal expenses relating solely to such
class of shares;
(vii) fees of the Company's Directors incurred as result of
issues relating to such class of shares;
(viii) independent accountants' fees relating solely to such class
of shares; and
(ix) any other fees and expenses, not including advisory or
custodial fees or other expenses related to the management
of the Fund's assets, relating to (as defined below) such
class of shares.
C. For all purposes under this Plan, fees and expenses "relating
to" a class of shares are those fees and expenses that are actually incurred in
a different amount by the class or that relate to a different kind or degree of
services provided to the class. The proper officers of the Company shall have
the authority to determine whether any or all of the fees and expenses described
in Section B of this Part II should be allocated to a particular class of
shares. The Board of Directors will monitor any such allocations to ensure that
they comply with the requirements of the Plan.
D. Income, realized and unrealized capital gains and losses, and
any expenses of a Fund not allocated to a particular class of any such Fund
pursuant to this Plan shall be allocated to each class of the Fund on the basis
of the relative net assets (settled shares), as defined in Rule 18f-3, of that
class in relation to the net assets of the Fund.
E. In certain cases, Banc of America Advisors, Inc., Banc of
America Capital Management, Inc., Bank of America, N.A., Stephens Inc., PFPC
Inc., or another service provider for a Fund may waive or reimburse all or a
portion of the expenses of a specific class of shares of the Fund. The Board of
Directors will monitor any such waivers or reimbursements to ensure that they do
not provide a means for cross-subsidization between classes.
III.CLASS ARRANGEMENTS.
2
<PAGE>
The following summarizes the maximum front-end sales charges,
contingent deferred sales charges, Rule 12b-1 distribution fees, shareholder
servicing fees, conversion features, exchange privileges and other shareholder
services, if any, applicable to each class of shares of the Company. Additional
details regarding such fees and services are set forth in the relevant Fund's
(or Funds') current Prospectus(es) and Statement of Additional Information.
A. PRIMARY A SHARES.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing Fees: None
5. Conversion Features: None
6. Exchange Privileges:
(a) Primary A Shares of a Fund may be exchanged
for Primary A Shares of any other Nations
Fund. In some cases, the only Money Market
Fund option is Trust Class Shares of Nations
Reserves Money Market Funds.
(b) From time to time, the Board of Directors of
the Company may modify, or ratify
modifications to, the exchange privileges of
Primary A Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in the
then-current prospectus for such shares of
such Fund.
7. Other Shareholder Services: None
B. PRIMARY B SHARES.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Administration Fees: Pursuant to
a Shareholder Administration Plan, the Primary B
Shares of the Funds each may pay shareholder
administration fees of up to 0.60% of the average
daily net
3
<PAGE>
assets of such shares, provided that in no event may
the portion of such fee that constitutes a "service
fee," as that term is defined in Rule 2830 of the
Conduct Rules of the National Association of
Securities Dealers, Inc., exceed 0.25% of the
average daily net asset value of such Primary B
Shares of a Fund.
5. Conversion Features: Primary B Shares of a Fund
shall have such conversion features, if any, as are
determined by or ratified by the Board of Directors
of the Company and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Primary B Shares of a Fund may be exchanged
for Primary B Shares of any other Nations
Fund.
(b) From time to time, the Board of Directors of
the Company may modify, or ratify
modifications to, the exchange privileges of
Primary B Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in the
then-current prospectus for such shares of
such Fund.
7. Other Shareholder Services: None
C. INVESTOR A SHARES.
1. Maximum Initial Sales Load: maximum of 5.75%.
2. Contingent Deferred Sales Charge (as a percentage of
the lower of the original purchase price or
redemption proceeds):
(a) 1.00% of purchases made before August 1, 1999
in amounts over $1 million if redeemed within
one year of purchase, declining to 0.50% in
the second year after purchase and eliminated
thereafter.
(b) 1.00% of purchases made on or after August 1,
1999 in amounts over $1 million if redeemed
within 18 months of purchase and eliminated
thereafter.
3. Redemption Fee:
(a) 1.00% of the current net asset value of
shares purchased in amounts of $1 million or
more between July 31, 1997 and November 15,
1998, and redeemed within 18 months of
purchase.
(b) 1.00% of the current net asset value of
shares purchased by an employee benefit plan
that initially invested in Investor A Shares
4
<PAGE>
between July 31, 1997 and November 15, 1998,
and redeemed within 18 months of purchase in
connection with redemption of all Nations
Funds holdings of the employee benefit plan.
4. Maximum Rule 12b-1 Distribution/Shareholder
Servicing Fees: Pursuant to a Shareholder Servicing
and Distribution Plan adopted under Rule 12b-1,
Investor A Shares of each Fund may pay a combined
distribution and shareholder servicing fee of up to
0.25% of the average daily net assets of such
shares.
5. Conversion Features: Investor A Shares of a Fund
shall have such conversion features, if any, as are
determined by or ratified by the Board of Directors
of the Company and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Investor A Shares of a Fund may be exchanged
for Investor A Shares of any other Nations
Fund, except Index Funds.
(b) From time to time, the Board of Directors of
the Company may modify, or ratify
modifications to, the exchange privileges of
Investor A Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in the
then-current prospectus for such shares of
such Fund.
7. Other Shareholder Services. The Company offers a
Systematic Investment Plan, an Automatic Withdrawal
Plan and an Automatic Exchange Feature to holders of
Investor A Shares of the Funds.
D. INVESTOR B SHARES.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of
the lower of the purchase price or redemption
proceeds): 5.00% if redeemed within one year of
purchase declining to 1.00% in the sixth year after
purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Investor
B Shares of each Fund may pay distribution fees of
up to 0.75% of the average daily net assets of such
shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, Investor B Shares of
each Fund may pay shareholder
5
<PAGE>
servicing fees of up to 0.25% of the average daily
net assets of such shares.
5. Conversion Features: Investor B Shares of a Fund
shall have such conversion features, if any, as are
determined by or ratified by the Board of Directors
of the Company and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Investor B Shares of a Fund may be exchanged
for Investor B Shares of any other Nations
Fund, except Money Market Funds on or after
October 1, 1999.
(b) Investor B Shares of a Fund may be exchanged
for Investor B Shares of any Nations Reserves
Money Market Fund.
(c) From time to time, the Board of Directors of
the Company may modify, or ratify
modifications to, the exchange privileges of
Investor B Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in the
then-current prospectus for such shares of
such Fund.
7. Other Shareholder Services. The Company offers a
Systematic Investment Plan, an Automatic Withdrawal
Plan and an Automatic Exchange Feature to holders of
Investor B Shares of the Funds.
E. INVESTOR C SHARES.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of
the lower of the original purchase price or
redemption proceeds): 1.00% if redeemed within one
year of purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Investor
C Shares of each Fund may pay distribution fees of
up to 0.75% of the average daily net assets of such
shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, Investor C Shares of
each Fund may pay shareholder servicing fees of up
to 0.25% of the average daily net assets of such
shares.
5. Conversion Features: Investor C Shares of a Fund
shall have such conversion features, if any, as are
determined by or ratified by the Board
6
<PAGE>
of Directors of the Company and described in the
then-current prospectus for such shares of such
Fund.
6. Exchange Privileges:
(a) Investor C Shares of a Fund may be exchanged
for Investor C Shares of any other Nations
Fund, except Money Market Funds.
(b) Investor C Shares of a Fund may be exchanged
for Investor C Shares of any Nations
Reserves Money Market Fund.
(c) From time to time, the Board of Directors of
the Company may modify, or ratify
modifications to, the exchange privileges of
Investor C Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in
the then-current prospectus for such shares
of such Fund.
7. Other Shareholder Services. The Company offers a
Systematic Investment Plan, an Automatic Withdrawal
Plan and an Automatic Exchange Feature to holders of
Investor C Shares of the Funds.
IV. BOARD REVIEW.
The Board of Directors of the Company shall review this Plan as
frequently as it deems necessary. Prior to any material amendment(s) to this
Plan, the Company's Board of Directors, including a majority of the Directors
who are not interested persons of the Company, shall find that the Plan, as
proposed to be amended (including any proposed amendments to the method of
allocating class and/or fund expenses), is in the best interests of each class
of shares of the Fund individually and the Fund as a whole. In considering
whether to approve any proposed amendment(s) to the Plan, the Directors of the
Company shall request and evaluate such information as they consider reasonably
necessary to evaluate the proposed amendment(s) to the Plan.
Adopted: July 11, 1996
Last Amended: May 26, 1999
7
POWER OF ATTORNEY
Edmund L. Benson, III, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Edmund L. Benson, III
--------------------------------
Edmund L. Benson, III
<PAGE>
POWER OF ATTORNEY
William P. Carmichael, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., James E. Banks,
Jr., Robert M. Kurucza, Marco E. Adelfio and Steven G. Cravath, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Nations LifeGoal
Funds, Inc., Nations Annuity Trust, Nations Master Investment Trust and Nations
Funds Trust (each a Company and collectively the "Companies"), to comply with
the Investment Company Act of 1940, as amended, and the Securities and Exchange
Act of 1933, as amended (together the "Acts"), and any other applicable federal
securities laws, or rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing and
effectiveness of each Company's Registration Statement on Form N-1A pursuant to
the Acts, and any and all amendments thereto, and to determine the states in
which appropriate filings should be made and to take any and all necessary and
appropriate actions to make any and all such filings, and any and all amendments
thereto, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a director/trustee of the Companies, such Registration Statement
and filings, any and all exemptive applications under the Acts, and any and all
amendments and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
individually or collectively, shall do or cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ William P. Carmichael
--------------------------------
William P. Carmichael
<PAGE>
POWER OF ATTORNEY
James Ermer, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M. Kurucza, Marco
E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorneys and agents, with power of substitution or resubstitution, to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ James Ermer
--------------------------------
James Ermer
<PAGE>
POWER OF ATTORNEY
William H. Grigg, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ William H. Grigg
--------------------------------
William H. Grigg
<PAGE>
POWER OF ATTORNEY
Thomas F. Keller, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Thomas F. Keller
-------------------------------
Thomas F. Keller
<PAGE>
POWER OF ATTORNEY
Dr. Cornelius J. Pings, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., James E. Banks,
Jr., Robert M. Kurucza, Marco E. Adelfio and Steven G. Cravath, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Nations Fund
Trust, Nations Fund, Inc., Nations Reserves, Nations LifeGoal Funds, Inc.,
Nations Annuity Trust, Nations Master Investment Trust and Nations Funds Trust
(each a Company and collectively the "Companies"), to comply with the Investment
Company Act of 1940, as amended, and the Securities and Exchange Act of 1933, as
amended (together the "Acts"), and any other applicable federal securities laws,
or rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof, in connection with the filing and effectiveness of each
Company's Registration Statement on Form N-1A pursuant to the Acts, and any and
all amendments thereto, and to determine the states in which appropriate filings
should be made and to take any and all necessary and appropriate actions to make
any and all such filings, and any and all amendments thereto, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a
director/trustee of the Companies, such Registration Statement and filings, any
and all exemptive applications under the Acts, and any and all amendments and
any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, individually or
collectively, shall do or cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Dr. Cornelius J. Pings
--------------------------------
Dr. Cornelius J. Pings
<PAGE>
POWER OF ATTORNEY
A. Max Walker, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ A. Max Walker
--------------------------------
A. Max Walker
<PAGE>
POWER OF ATTORNEY
Charles B. Walker, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Charles B. Walker
--------------------------------
Charles B. Walker
<PAGE>
POWER OF ATTORNEY
Thomas S. Word, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio, and Steven G. Cravath, each individually, his true
and lawful attorneys and agents, with power of substitution or resubstitution,
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Thomas S. Word, Jr.
--------------------------------
Thomas S. Word, Jr.
<PAGE>
POWER OF ATTORNEY
Carl E. Mundy, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Carl E. Mundy, Jr.
--------------------------------
Carl E. Mundy, Jr.
<PAGE>
POWER OF ATTORNEY
James B. Sommers, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ James B. Sommers
--------------------------------
James. B. Sommers
