As filed with the Securities and Exchange Commission
on November 5, 1998
Registration No. 2-97817; 811-4305
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 57 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 59 [X]
(Check appropriate box or boxes)
-----------------------
NATIONS FUND TRUST
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 321-7854
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis
Morrison & Foerster LLP & Frankel
2000 Pennsylvania Ave., N.W. 919 3rd Avenue
Suite 5500 New York, New York 10022
Washington, D.C. 20006
<TABLE>
It is proposed that this filing will become effective (check appropriate box):
<S> <C>
[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
</TABLE>
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
The Registrant is filing this Post-Effective Amendment No. 57 to the
Company's Registration Statement solely for the purpose of including certain
EDGARized exhibits to the Registration Statement.
Part A included in Post-Effective Amendment No. 55 filed July 31, 1998 and
the Part B filed pursuant to Rule 497 (c) on October 19, 1998 are incorporated
by reference herein.
<PAGE>
NATIONS FUND TRUST
FILE NOS. 2-97817; 811-4305
PART C
OTHER INFORMATION
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Per Share Income and Capital Changes
Included in Part B:
Audited Financial Statements for Nations Government Money Market, Nations
Tax Exempt, Nations Value, Nations Capital Growth, Nations Emerging Growth,
Nations Disciplined Equity, Nations Equity Index, Nations Managed Index,
Nations Managed SmallCap Index, Nations Managed Value Index, Nations Managed
SmallCap Value Index, Nations Marsico Growth & Income, Nations Marsico
Focused Equities, Nations Balanced Assets, Nations Short-Intermediate
Government, Nations Short-Term Income, Nations Diversified Income, Nations
Strategic Fixed Income, Nations Short-Term Municipal Income, Nations
Municipal Income, Nations Intermediate Municipal Bond, Nations Florida
Intermediate Municipal Bond, Nations Georgia Intermediate Municipal Bond,
Nations Maryland Intermediate Municipal Bond, Nations North Carolina
Intermediate Municipal Bond, Nations South Carolina Intermediate Municipal
Bond, Nations Tennessee Intermediate Municipal Bond, Nations Texas
Intermediate Municipal Bond, Nations Virginia Intermediate Municipal Bond,
Nations Florida Municipal Bond, Nations Georgia Municipal Bond, Nations
Maryland Municipal Bond, Nations North Carolina Municipal Bond, Nations
South Carolina Municipal Bond, Nations Tennessee Municipal Bond, Nations
Texas Municipal Bond and Nations Virginia Municipal Bond Funds:
Schedule of Investments for March 31, 1998
Statements of Assets and Liabilities for March 31, 1998
Statements of Operations for the fiscal year ended March 31, 1998
Statements of Changes in Net Assets for the fiscal year ended March
31, 1998 and the fiscal period ended March 31, 1997
Schedule of Capital Stock Activity for the fiscal year ended March 31,
1998
Notes to Financial Statements
Report of Independent Accountants, dated May 28, 1997
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Included in Part C:
(b)Exhibits
Exhibit
Number
(1)(a)Declaration of Trust dated May 6, 1985, is filed herewith.
(1)(b)Certificate pertaining to classification of shares dated May 17, 1985,
is filed herewith.
(1)(c)Amendment dated July 27, 1987, to Declaration of Trust is filed
herewith.
(1)(d)Certificate and Amendment to Declaration of Trust, dated September 13,
1989, is filed herewith.
(1)(e)Certificate pertaining to classification of shares dated August 24,
1990, is filed herewith.
(1)(f)Certificate and Amendment dated November 26, 1990 to Declaration of
Trust, is filed herewith.
(1)(g)Certificate pertaining to classification of shares dated July 18,
1991, is filed herewith.
(1)(h)Amendment dated March 25, 1992, to Declaration of Trust is filed
herewith.
(1)(i)Certificate relating to classification of shares dated March 26, 1992,
is filed herewith
(1)(j)Amendment dated September 21, 1992, to Declaration of Trust is filed
herewith.
(1)(k)Certificate pertaining to classification of shares creating "Investor
B" Shares of the money market funds and creating "Investor C Shares"
of the Non-Money Market Funds and relating to the establishment of
Nations Intermediate Bond Fund and Nations Tennessee Municipal Bond
Fund, dated March 26, 1993, is filed herewith.
(1)(l)Certificate relating to the establishment of money market funds'
Investor C shares dated July 8, 1993, is filed herewith.
(1)(m)Certificate relating to the establishment of the Equity Index,
Short-Term Municipal Income, Florida Municipal Bond, Georgia Municipal
Bond, North Carolina Municipal Bond, South Carolina Municipal Bond,
Tennessee Municipal Bond, Texas Municipal Bond and Virginia Municipal
Bond Funds dated September 21, 1993, is filed herewith.
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<PAGE>
(1)(n)Certificate relating to the establishment of the Special Equity Fund
is incorporated by reference to Post-Effective Amendment No. 30, filed
December 1, 1993.
(1)(o)Certificate relating to the redesignation of Investor B Shares and
Investor C Shares of the non-money market funds to "Investor C Shares"
and "Investor N Shares," respectively, dated March 24, 1994, is filed
herewith.
(1)(p)Certificate relating to the classification of shares of the Money
Market Fund and the Tax Exempt Fund creating "Investor D Shares," is
incorporated by reference to Post-Effective Amendment No. 36, filed
January 31, 1995.
(1)(q)Classification of Shares relating to the renaming of Nations Special
Equity Fund is filed herewith.
(1)(r)Certificate relating to the establishment of Nations Tax-Managed
Equity Fund's Series of Shares is filed herewith.
(2)(a)Amended and Restated Code of Regulations as approved and adopted by
Registrant's Board of Trustees and last amended April 13, 1995, is
filed herewith.
(3) None.
(4)(a)Specimen copies of share certificates, to be filed by amendment.
(5)(a)Investment Advisory Agreement between NationsBanc Advisors, Inc.,
("NBAI") and the Registrant, dated January 1, 1996, is filed herewith.
(5)(b) Sub-Advisory Agreement among NBAI, TradeStreet Investment
Associates, Inc. ("TradeStreet") and the Registrant, dated January 1,
1996, is filed herewith.
(5)(c)Sub-Advisory Agreement among NBAI, Marsico Capital Management, LLC
and the Registrant, dated December 31, 1997, is filed herewith.
(6)(a)Distribution Agreement between Stephens Inc. and Registrant for all
classes of shares of Nations Fund Trust is filed herewith.
(7) None.
(8) Custody Agreement between Registrant and The Bank of New York, dated
October 19, 1998, is filed herewith.
(9)(a)Administration Agreement between Stephens Inc. and Registrant, dated
September 1, 1993, is filed herewith.
(9)(b) Co-Administration Agreement between The Boston Company Advisors,
Inc. and Registrant is filed herewith.
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(9)(c)Shareholder Administration Agreement for Trust B Shares (now known as
Primary B Shares) is incorporated by reference to Post-Effective
Amendment No. 41, filed January 29, 1996.
(9)(d)Transfer Agency and Services Agreement dated June 1, 1995, between
Registrant and The Shareholder Services Group, Inc., is filed
herewith.
(9)(e)Transfer Agency Agreement between Registrant and NationsBank Texas,
dated April 25, 1992, relating to the Trust Shares (now known as
Primary Shares) of the Government, Tax Exempt, Money Market, Income,
Equity, Value, Managed Bond, Municipal Income, Georgia Municipal Bond,
Maryland Municipal Bond, South Carolina Municipal Bond, Virginia
Municipal Bond and Short-Intermediate Government Funds, is filed
herewith.
(9)(f)Amendment No. 1 dated September 28, 1992, to the Transfer Agency
Agreement between Registrant and NationsBank Texas, dated April 25,
1992, relating to the Trust Shares (now known as Primary Shares) of
the Capital Growth Fund Emerging Growth Fund, Balanced Assets Fund,
Short-Term Income Fund, Adjustable Rate Government Fund, Diversified
Income Fund, Strategic Fixed Income Fund, Mortgage-Backed Securities
Fund, Florida Municipal Bond Fund, North Carolina Municipal Bond Fund
and Texas Municipal Bond Fund, is filed herewith.
(9)(g)Amendment No. 2 dated February 3, 1993, to the Transfer Agency
Agreement between Registrant and NationsBank Texas, dated April 25,
1992, relating to the Tennessee Municipal Bond Fund and Municipal
Income Fund, is filed herewith.
(9)(h)Amendment No. 3 to the Transfer Agency Agreement relating to the
Equity Index Fund, Florida Municipal Bond Fund, Georgia Municipal Bond
Fund, Maryland Municipal Bond Fund, North Carolina Municipal Bond
Fund, South Carolina Municipal Bond Fund, Tennessee Municipal Bond
Fund, Texas Municipal Bond Fund and Virginia Municipal Bond Fund, is
filed herewith.
(9)(h)(i) Amendment No. 4 to the Transfer Agency Agreement relating to Nations
Tax-Managed Equity Fund is filed herewith.
(9)(i) Cross Indemnification Agreement dated June 27, 1995, between the
Trust, Nations Fund, Inc. and Nations Fund Portfolios, Inc., is filed
herewith.
(9)(j)Form of Shareholder Servicing Agreement relating to Primary B Shares
is filed herewith.
(9)(k) Shareholder Servicing Plan for Investor A Shares is filed herewith.
(9)(l)Forms of Shareholder Servicing Agreement for Investor A Shares are
filed herewith.
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(9)(m)Shareholder Servicing Plan for Investor B Shares of the money market
funds and Investor C Shares (formerly Investor B Shares) of the
non-money market funds, is filed herewith.
(9)(n)Forms of Shareholder Servicing Agreement for Investor B Shares of the
money market funds and Investor C Shares (formerly Investor B Shares)
of the non-money market funds, are filed herewith.
(9)(o)Shareholder Servicing Plan for Investor C Shares of the money market
funds and Investor B Shares (formerly Investor N Shares) of the
non-money market funds, is filed herewith.
(9)(p)Forms of Shareholder Servicing Agreement for Investor C Shares of the
money market funds and Investor B Shares (formerly Investor N Shares)
of the non-money market funds are filed herewith.
(10) N/A
(11) N/A
(12) N/A
(13) N/A
(14)(a)Prototype Individual Retirement Account Plan, is incorporated by
reference to Post-Effective Amendment No. 26, filed March 26, 1993.
(15)(a)Amended and Restated Shareholder Servicing and Distribution Plan
Pursuant to Rule 12b-1 for Investor A Shares is filed herewith.
(15)(b)Form of Sales Support Agreement for Investor A Shares is filed
herewith.
(15)(c)Amended and Restated Distribution Plan for Investor B Shares of the
money market funds and Investor C Shares (formerly Investor B Shares)
of the non-money market funds, is filed herewith.
(15)(d)Form of Sales Support Agreement for Investor B Shares of the money
market funds and Investor C Shares (formerly Investor B Shares) of the
non-money market funds is filed herewith.
(15)(e)Distribution Plan for Investor B Shares (formerly Investor N Shares)
of the non-money market funds is filed herewith.
(15)(f)Form of Sales Support Agreement for Investor B Shares (formerly
Investor N Shares) of the non-money market funds is filed herewith.
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<PAGE>
(15)(g)Shareholder Administration Plan for Primary B Shares is filed
herewith.
(16)(a)Schedules for Computation of Primary A Shares is incorporated by
reference to Post-Effective Amendment No. 37, filed March 31, 1995.
(16)(b)Schedules for Computation of Primary B Shares shall be filed by
Amendment.
(16)(c)Schedules for Computation of Investor A Shares is incorporated by
reference to Post-Effective Amendment No. 37, filed March 31, 1995.
(16)(d)Schedules for Computation of Investor C Shares (formerly Investor B
Shares) is incorporated by reference to Post-Effective Amendment No.
37, filed March 31, 1995.
(16)(e)Schedules for Computation of Investor B Shares (formerly Investor N
Shares) is incorporated by reference to Post-Effective Amendment No.
37, filed March 31, 1995.
(16)(f)Schedules for Computation of Daily Shares (formerly Investor D
Shares) to be filed by amendment.
(17) N/A
(18) Revised Plan entered into by Registrant pursuant to Rule 18f-3 under
the Investment Company Act of 1940, incorporated by reference to
Post-Effective Amendment No. 56, is filed September, 1998.
Item 25. Persons Controlled By or Under Common Control with Registrant
Registrant is controlled by its Board of Trustees.
Item 27. Indemnification
Article IX, Section 9.3 of Registrant's Declaration of Trust, incorporated
by reference as Exhibit (1)(a) hereto, provides for the indemnification of
Registrant's trustees and employees. Indemnification of Registrant's
administrator, principal underwriter, custodian, and transfer agent is
provided for, respectively, in:
1. Administration Agreement with Stephens Inc.;
2. Co-Administration Agreement with First Data Investors Services
Group, Inc.;
3. Distribution Agreement with Stephens Inc.;
4. Mutual Fund Custody Agreement with and The Bank of New York;
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5. Transfer Agency Agreement with NationsBank Texas; and
6. Transfer Agency and Registrar Agreement with First Data Investors
Services Group, Inc.
The Registrant has entered into a Cross Indemnification Agreement with
Nations Fund, Inc. (the "Company") and Nations Fund Portfolios,
Inc.("Portfolios"), dated June 27, 1995. The Company and or Portfolios will
indemnify and hold harmless the Trust against any losses, claims, damages or
liabilities, to which the Trust may become subject, under the Securities Act of
1933 (the "Act") and the Investment Company Act of 1940 (the "1940 Act") insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Prospectuses, any Preliminary Prospectuses,
the Registration Statements, any other Prospectuses relating to the securities,
or any amendments or supplements to the foregoing (hereinafter referred to
collectively as the "Offering Documents"), or arise out of or are based upon the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering Documents in
reliance upon and in conformity with written information furnished to the
Primary By the Company and/or Portfolios expressly for use therein; and will
reimburse the Trust for any legal or other expenses reasonably incurred by the
Trust in connection with investigating or defending any such action or claim;
provided, however, that the Company and/or Portfolios shall not be liable in any
such case to the extent that any such loss, claim, damage, or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in the Offering Documents in reliance upon and
in conformity with written information furnished to the Company and/or
Portfolios by the Trust expressly for use in the Offering Documents.
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 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 each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.
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 Registrant indemnify any of its trustees, officers, employees, or
agents against any liability to which such person would
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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 reckless
disregard of the duties involved in the conduct of his/her office or arising
under his/her agreement with Registrant. Registrant will comply with Rule 484
under the Securities Act of 1933 and Release No. 11330 under the 1940 Act, as
amended, in connection with any indemnification.
Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended, may be permitted to trustees, officers, and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of Registrant in
the successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, 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 Act and will be governed by the final adjudication of
such issue.
Item 28. Business and Other Connections of Investment Adviser
(a) To the knowledge of Registrant, none of the directors or officers of
NBAI, the adviser to the Registrant's portfolios, or TradeStreet, the
sub-investment adviser, except those set forth below, is or has 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 NBAI or TradeStreet, respectively, or other subsidiaries
of NationsBank Corporation.
(b) NBAI performs investment advisory services for the Registrant and
certain other customers. NBAI is a wholly owned subsidiary of NationsBank, N.A.
("NationsBank"), which in turn is a wholly owned banking subsidiary of
NationsBank Corporation. Information with respect to each director and officer
of the investment adviser is incorporated by reference to Form ADV filed by NBAI
with the Securities and Exchange Commission pursuant to the Investment Advisers
Act of 1940 (file no. 801-49874).
(c) TradeStreet performs sub-investment advisory services for the
Registrant and certain other customers. TradeStreet is a wholly owned subsidiary
of NationsBank, which in turn is a wholly owned banking subsidiary of
NationsBank Corporation. Information with respect to each director and officer
of the sub-investment adviser is incorporated by reference to Form ADV filed by
TradeStreet with the Securities and Exchange Commission pursuant to the
Investment Advisers Act of 1940 (file no. 801-50372).
(d) Marsico performs sub-investment advisory services for the Registrant
and certain other customers. Information with respect to each director and
officer of the sub-investment
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adviser is incorporated by reference to a Form ADV filed by Marsico with the
Securities and Exchange Commission pursuant to the Investment Advisers Act of
1940 (file no. 801-54914).
Item 29. Principal Underwriter
(a) Stephens Inc., distributor for the Registrant, does not presently act as
investment adviser for any other registered investment companies, but does act
as principal underwriter for Nations Fund, Inc., Nations Annuity Trust, Nations
Fund Portfolios, Inc., Nations Institutional Reserves, Nations LifeGoal Funds,
Inc., the Overland Express Funds, Inc., Stagecoach Inc., Stagecoach Funds, Inc.
and Stagecoach Trust and is the exclusive placement agent for Master Investment
Trust, Managed Series Investment Trust, Life & Annuity 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 Nations 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 Inc. with
the Securities and Exchange Commission pursuant to the Investment Advisers Act
of 1940 (file #501-15510).
(c) Not applicable.
Item 30. Location of Accounts and Records
(1) NBAI, One NationsBank Plaza, Charlotte, North Carolina 28255 (records
relating to its function as Investment Adviser).
(2) TradeStreet, One NationsBank Plaza, Charlotte, North Carolina 28255
(records relating to its function as sub-adviser).
(3) Marsico, 1200 17th Street, Suite 1300, Denver, Colorado 80202 (records
relating to its function as sub-adviser to Nations Marscio Focused
Equities Fund and Nations Marsico Growth & Income Fund).
(4) Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201 (records
relating to its function as Distributor).
(5) Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201 (records
relating to its function as Administrator).
(6) The First Data Investors Services Group, Inc., One Exchange Place,
Boston, Massachusetts 02109 (records relating to its function as
Co-Administrator and Transfer Agent).
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(7) NationsBank, 1401 Elm Street, Dallas, Texas 75202 (records relating to
its function as Sub-Transfer Agent).
(7) The Bank of New York, 90 Washington Street, New York, New York 10286
(records relating to its function as Custodian)
Item 31. Management Services
Inapplicable.
Item 32. Undertakings
(a) Registrant undertakes to call a meeting for the purpose of voting upon
the question or removal of a trustee or trustees when requested in
writing to do so by the holders of at least 10% of a Fund's outstanding
shares of beneficial interest and in connection with such meeting to
comply with the provisions of Section 16(c) of the 1940 Act, as
amended, relating to shareholder communications.
(b) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's most recent annual report to
shareholder upon request and without charge.
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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 5th day of November, 1998.
NATIONS FUND TRUST
By: *
----------------------------------------
A. Max Walker
President and Chairman
of the Board of Trustees
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:
SIGNATURES TITLE DATE
* President and Chairman November 5, 1998
- ------------------------ of the Board of Trustees
(A. Max Walker) (Principal Executive Officer)
* Treasurer November 5, 1998
- ------------------------ Vice President
(Richard H. Rose) (Principal Financial and Accounting Officer)
* Trustee November 5, 1998
- ------------------------
(Edmund L. Benson, III)
* Trustee November 5, 1998
- ------------------------
(James Ermer)
* Trustee November 5, 1998
- ------------------------
(William H. Grigg)
* Trustee November 5, 1998
- ------------------------
(Thomas F. Keller)
* Trustee November 5, 1998
- ------------------------
(Carl E. Mundy, Jr.)
* Trustee November 5, 1998
- ------------------------
(Charles B. Walker)
* Trustee November 5, 1998
- ------------------------
(Thomas S. Word)
* Trustee November 5, 1998
- ------------------------
(James B. Sommers)
/s/ Richard H. Blank, Jr.
- ------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
EX-99.B1(a) Declaration of Trust
EX-99.B1(b) Certificate: Classification of Shares dated May 17, 1985
EX-99.B1(c) Amendment to Declaration of Trust dated July 27, 1987
EX-99.B1(d) Certification and Amendment to Declaration of Trust dated
September 13, 1989
EX-99.B1(e) Certificate: Classification of Shares dated August 24, 1990
EX-99.B1(f) Certificate and Amendment to Declaration of Trust dated
November 26, 1990
EX-99.B1(g) Certificate: Classification of Shares dated July 18, 1991
EX-99.B1(h) Amendment to Declaration of Trust dated March 25, 1992
EX-99.B1(i) Certificate: Classification of Shares dated March 26, 1992
EX-99.B1(j) Amendment to Declaration of Trust dated September 21, 1992
EX-99.B1(k) Certificate: Classification of Shares dated March 26, 1993
EX-99.B1(l) Certificate: Classification of Shares dated July 8, 1993
EX-99.B1(m) Certificate dated September 22, 1993
EX-99.B1(o) Certificate: Classification of Shares dated March 24, 1994
EX-99.B1(q) Certificate: Classification of Shares, relating to renaming
Nations Special Equity Fund
EX-99.B1(r) Certificate: Classification of Shares, relating to the
establishment of Nations Tax-Managed Equity Fund's Series of
Shares
EX-99.B2(a) Amended and Restated Code of Regulations
EX-99.B5(a) Investment Advisory Agreement with NationsBanc Advisors, Inc.
EX-99.B5(b) Sub-Advisory Agreement with NBAI and TradeStreet Investment
Associates, Inc.
EX-99.B5(c) Sub-Advisory Agreement with NBAI and Marsico Capital
Management, LLC
<PAGE>
EX-99.B6(a) Distribution Agreement with Stephens Inc.
EX-99.B8 Custody Agreement
EX-99.B9(a) Administration Agreement with Stephens Inc.
EX-99.B9(b) Co-Administration Agreement with The Boston Company
Advisors, Inc.
EX-99.B9(d) Transfer Agency and Services Agreement
EX-99.B9(e) Transfer Agency Agreement
EX-99.B9(f) Amendment No. 1 to the Transfer Agency Agreement
EX-99.B9(g) Amendment No. 2 to the Transfer Agency Agreement
EX-99.B9(h) Amendment No. 3 to the Transfer Agency Agreement
EX99.B9(h)(i) Amendment No. 4 to the Transfer Agency Agreement
EX-99.B9(i) Cross-Indemnification Agreement
EX-99.B9(j) Form of Shareholder Servicing Agreement for Primary B Shares
EX-99.B9(k) Shareholder Servicing Plan for Investor A Shares
EX-99.B9(l) Forms of Shareholder Servicing Agreement for Investor A Shares
EX-99.B9(m) Shareholder Servicing Plan for Investor B Shares and Investor C
Shares
EX-99.B9(n) Forms of Shareholder Servicing Agreement for Investor B Shares
and Investor C Shares
EX-99.B9(o) Shareholder Servicing Plan for Investor C Shares and Investor B
Shares
EX-99.B9(p) Forms of Shareholder Servicing Agreement for Investor C Shares
and Investor B Shares
EX-99.B10 Opinion and Consent of Counsel
EX-99.B11 Consent of Independent Accountants
EX-99.B15(a) Amended and Restated Shareholder Servicing and Distribution Plan
for Investor A Shares
EX-99.B15(b) Form of Sales Support Agreement for Investor A Shares
EX-99.B15(c) Amended and Restated Distribution Plan for Investor B Shares
and Investor C Shares
<PAGE>
EX-99.B15(d) Form of Sale Support Agreement for Investor B Shares and Investor
C Shares
EX-99.B15(e) Distribution Plan for Investor B Shares
EX-99.B15(f) Form of Sales Support Agreement for Investor B Shares
EX-99.B15(g) Shareholder Administration Plan for Primary B Shares
EX-99.B1(a)
DECLARATION OF TRUST
MARKETMASTER TRUST
SECRETARY OF STATE
CORPORATION DIVISION
May 6, 1985
DECLARATION OF TRUST, made as of May 6, 1985 by Edmund L. Benson, III,
James Ermer, Charles B. Walker, and Thomas S. Word, Jr. (the "Trustees")
WHEREAS, the Trustees desire to establish a trust fund for the investment
and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust as herein set forth below.
I.
NAME
This trust shall be known as MARKETMASTER TRUST (hereinafter called the
"Trust"), and the Trustees shall conduct the business of the Trust under that
name or any other name as they shall from time to time determine. Such name (and
the word "Trust" wherever herein used) shall refer to the Trustees as trustees,
and not as individuals, or personally, and shall not refer to the officers,
agents, employees or Shareholders of the Trust.
II.
DEFINITIONS
2.1 Definition of Certain Terms. As used in this Declaration of Trust, the
terms set forth below shall have the following meanings:
A. The "Act" refers to the Investment Company Act of 1940, as now or
hereafter amended, to the rules and regulations adopted from time to time
thereunder and to any order or orders thereunder which may from time to time be
applicable to the Trust.
B. The terms "affiliated person," "assignment" and "interested person"
shall have the respective meanings set forth in the Act. The term "vote of a
majority of outstanding Shares" shall mean the "vote of a majority of the
outstanding voting securities" as defined in the Section 2(a)(42) of the Act.
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C. The "Regulations" shall refer to the Code of Regulations of the
Trust as adopted and amended from time to time.
D. The "Declaration of Trust" shall mean this Declaration of Trust as
amended or restated from time to time.
E. "Person" shall mean a natural person, a corporation, a partnership,
an association, a joint-stock company, a trust, a fund or any organized group of
persons whether incorporated or not.
F. "Shares" means the equal proportionate transferable units of
interest of each class into which the beneficial interest in the Trust may be
classified or reclassified from time to time by the Trustees acting under this
Declaration of Trust, or in the absence of such action, means the equal
proportionate transferable units of interest into which the entire beneficial
interest in the Trust shall be divided from time to time, and includes fractions
of Shares as well as whole Shares.
G. "Shareholder" means a record owner of Shares in the Trust.
H. The "Trustees" refers to the individual trustees of the Trust named
herein or elected in accordance with Article VI hereof in their capacity as
trustees hereunder and not as individuals and to their successor or successors
while serving in office as a trustee of the Trust, and includes a single
trustee.
I. "Trust Property" means any and all assets and property, real or
personal, tangible or intangible, which is owned or held by or for the account
of the Trust or the Trustees.
III.
PURPOSE OF TRUST
The Trust is a Massachusetts business trust of the type described in
Chapter 182 section 1 of the General Laws of the Commonwealth of Massachusetts
formed for the purpose of acting as a management investment company under the
Act.
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IV.
OWNERSHIP OF ASSETS OF THE TRUST
The assets of the Trust shall be held separate and apart from any assets
now or hereafter held in any capacity, other than as Trustees hereunder, by the
Trustees, including without limitation any successor Trustees. Legal title to
all the assets of the Trust shall be vested in the Trustees as joint tenants
except that the Trustees shall have power to cause legal title to any assets of
the Trust to be held by or in the name of one or more of the Trustees, or in the
name of the Trust, or in the name of any other person as nominee, on such terms
as the Trustees may reasonably determine. The right, title and interest of the
Trustees in the assets of the Trust shall vest automatically in each person who
may hereafter become a Trustee. Upon the resignation, removal or death of a
Trustee, such Trustee shall automatically cease to have any right, title or
interest in any of the assets of the Trust, and the right, title and interest of
such trustee in the assets of the Trust shall vest automatically in the
remaining Trustees. Such vesting and cessation of title shall be effective
regardless of whether conveying documents (pursuant to Section 6.6 hereof or
otherwise) have been executed and delivered. Except to the extent otherwise
required by Article V hereof, no Shareholder shall be deemed to have severable
ownership in any individual asset of the Trust or any right of partition or
possession hereof, or shall be called upon to assume any loss of the Trust nor
can he be called upon to assume any loss of the Trust or suffer an assessment of
any kind by virtue of his ownership of Shares, but each Shareholder shall have a
proportionate undivided beneficial interest in the assets belonging to the class
of Shares held by such Shareholder. The ownership of the Trust Property of every
description and the right to conduct any business hereinbefore described shall
be vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
property, profits, rights or interests of the Trust nor can they be called upon
to assume any losses of the Trust or suffer an assessment of any kind by virtue
of their ownership of Shares. The Shares shall be personal property giving only
the rights specifically set forth in this Declaration of Trust. Shares shall not
entitle any holder thereof to preference, pre-emptive, appraisal, conversion or
exchange rights, except as the Trustees may determine pursuant to Article V
hereof.
V.
SHAREHOLDERS; BENEFICIAL INTEREST IN THE TRUST;
PURCHASE AND REDEMPTION OF SHARES
5.1 Shares in the Trust.
A. The beneficial interest in the Trust shall at all times be divided into
an unlimited number of full and fractional transferable Shares without par
value. All Shares shall be of one class, provided that subject to this
Declaration of Trust and the requirements of applicable law, the Trustees shall
have the power to classify or reclassify any unissued Shares into any number of
additional classes of Shares by setting or changing in any one or more respects,
from time to time before the issuance thereof, their designations, preferences,
conversion or other rights, voting powers, restrictions, limitations,
qualifications or terms or conditions of redemption, provided further that the
investment objectives, policies and restrictions governing the management and
operations of the Trust, including the management of assets belonging to any
class of Shares, may from time to time be changed or supplemented by the
Trustees, subject to the requirements of the Act. The power of the Trustees to
classify or reclassify Shares shall include, without limitation, the power to
classify or reclassify any class of Shares into one or more series of such
class. All references to Shares in this Declaration of Trust which are not
accompanied by a reference to any particular class of Shares shall be deemed to
apply to all outstanding Shares of any and all classes. All references in this
Declaration of Trust to any class of Shares shall include and refer to the
Shares of any series thereof.
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Upon the issuance of the first Share of a second class of Shares
classified or reclassified by the Trustees pursuant to this Section 5.1, all
Shares theretofore issued and outstanding shall automatically represent Shares
of a separate class having the preferences, conversion and other rights, voting
powers, restrictions, limitations, qualifications and terms and conditions of
redemption provided for in this Declaration of Trust with respect to any class
of Shares. The Trustees may from time to time divide or combine the outstanding
Shares of the Trust or of any class into a greater or lesser number without
thereby changing the proportionate beneficial interest of the Shares in the
Trust so divided or combined or in the assets belonging to such class as the
case may be.
The establishment and designation of any class of Shares in addition to
those established and designated in this Section 5.1 shall be effective upon
filing with the State Secretary of the Commonwealth of Massachusetts an
instrument setting forth such establishment and designation and the preferences,
conversion and other rights, voting powers, restrictions, limitations,
qualifications and terms and conditions of redemption applicable to such class.
At any time that there are no Shares outstanding of any particular class
previously established and designated, the Trustees may abolish that class and
the establishment and designation thereof which shall be effective upon filing
with the State Secretary of the Commonwealth of Massachusetts an instrument
setting forth such abolishment. Each instrument referred to in this paragraph
shall constitute an amendment to this Declaration of Trust when filed with the
State Secretary of the Commonwealth of Massachusetts as provided in Section 10.6
hereof.
B. Subject to the power of the Trustees to classify and reclassify any
unissued Shares pursuant to subsection A of this Section 5.1, Shares of the
Trust shall have the following preferences, conversion and other rights, voting
powers, restrictions, limitations, qualifications and terms and conditions of
redemption:
(1) Assets Belonging to a Class. All consideration received by the
Trust for the issue or sale of Shares of any class, together with all income,
earnings, profits and proceeds derived from the investment thereof, including
any proceeds derived from the sale, exchange or liquidation of such investments,
any funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, and any general assets of the Trust not belonging to a
particular class which the Trustees may, in their sole discretion, allocate to a
class, shall irrevocably belong to the class of Shares with respect to which
such assets, payments or funds were received or allocated for all purposes,
subject only to the rights of creditors, and shall be so handled upon the books
of account of the Trust. Such assets and the 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
class. Shareholders of any class of Shares shall have no right, title or
interest in or to the assets belonging to any other class.
(2) Liabilities Belonging to a Class. Subject to the provisions of
Section 9 hereof, the assets belonging to any class of Shares shall be charged
with the direct liabilities in respect of such class and shall also be charged
with such class's proportionate share of the general liabilities of the Trust
and shall also be charged with such class's proportionate share of the general
liabilities of the Trust as determined by comparing, before the allocation of
the general liabilities of the Trust, the net asset value of such class with the
aggregate net asset value of all of the several classes of shares. The
liabilities so charged to a class are herein referred to as "liabilities
belonging to" such class .
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(3) Dividends and Distributions. Shares of each class shall be
entitled to such dividends and distributions, in Shares or in cash or both, as
may be declared from time to time by the Trustees, acting in their sole
discretion, with respect to such class, provided that dividends and
distributions on Shares of a particular class shall be paid only out of the
lawfully available "assets belonging to" such class as such term is defined in
subsection B(1) of this Section 5.1.
(4) Liquidating Distributions. In the event of the termination of
the Trust and the winding up of its affairs, the Shareholders of each class
shall be entitled to receive, as a class, out of the assets of the Trust
available for distribution to Shareholders, but other than general assets not
belonging to any particular class of Shares, the assets belonging to such class;
and the assets so distributable to the Shareholders of any class shall be
distributed among such Shareholders in proportion to the number of Shares of
such class held by them and recorded in their name on the books of the Trust. In
the event that there are any general assets not belonging to any particular
class of Shares and available for distribution, such distribution shall be made
to the Shareholders of all classes in proportion to the relative net assets of
the respective classes determined as hereinafter provided and the number of
Shares of such class held by them and recorded in their name on the books of the
Trust.
(5) Voting. The holder of each Share shall be entitled to one vote
for each full Share, and a proportionate fractional vote for each fractional
Share, irrespective of the class, then recorded in his name on the books of the
Trust, to the extent provided in Article VIII hereof.
(6) Pre-emptive Rights. Shareholders shall have no pre-emptive or
other rights to subscribe to any additional Shares or other securities issued by
the Trust.
(7) Conversion Rights. The Trustees shall have the authority to
provide from time to time that the holders of Shares of any class shall have the
right to convert or exchange said Shares for or into Shares of one or more other
classes in accordance with such requirements and procedures as may be
established from time to time by the Trustees.
(8) Redemption of Shares. To the extent of the assets of the Trust
legally available for such redemptions, a Shareholder of the Trust shall have
the right to require the Trust to redeem his full and fractional Shares of any
class out of assets belonging to such class at a redemption price equal to the
net asset value per Share next determined after receipt of a request to redeem
in proper form as determined by the Trustees, subject to the right of the
Trustees to suspend the right of redemption of Shares or postpone the date of
payment of such redemption price in accordance with the provisions of applicable
law. The Trustees shall establish such rules and procedures as they deem
appropriate for the redemption of Shares, provided that all redemptions shall be
in accordance with the Act. Without limiting the generality of the foregoing,
the Trust shall, to the extent permitted by applicable law, have the right at
any time to redeem the Shares owned by any holder thereof: (a) in connection
with the termination of any class of Shares as provided hereunder; (b) if the
value of such Shares in the account or accounts maintained by the Trust or its
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transfer agent for any class or classes of Shares is less than the value
determined from time to time by the Trustees as the minimum required for an
account or accounts of such class or classes, provided that the Trust shall
provide a Shareholder with written notice at least fifteen (15) days prior to
effecting a redemption of Shares as a result of not satisfying such requirement;
(c) to reimburse the Trust for any loss it has sustained by reason of the
failure of such Shareholder to make full payment for Shares purchased by such
Shareholder; (d) to collect any charge relating to a transaction effected for
the benefit of such Shareholder which is applicable to Shares as provided in the
prospectus relating to such Shares; or (e) if the net income with respect to any
particular class of Shares should be negative or it should otherwise be
appropriate to carry out the Trust's responsibilities under the Act, in each
case subject to such further terms and conditions as the Trustees may from time
to time establish. The redemption price of Shares in the Trust shall, except as
otherwise provided in this section, be the net asset value thereof as determined
by the Trustees from time to time in accordance with the provisions of
applicable law, less such redemption fee or other charge, if any, as may be
fixed by the Trustees. When the net income with respect to any class with
respect to which the Trustees have, in their discretion, established a policy of
maintaining a constant net asset value per Share is negative or whenever deemed
appropriate by the Trustees in order to carry out the Trust's responsibilities
under the Investment Company Act of 1940, the Trust may, without payment of
compensation but in consideration of the interests of the Trust and the holders
of Shares of such class in maintaining a constant net asset value per Share of
such class, redeem pro rata from each holder of record on such day, such number
of full and fractional Shares of such class as may be necessary to reduce the
aggregate number of outstanding Shares in order to permit the net asset value
thereof to remain constant. Payment of the redemption price, if any, shall be
made in cash by the Trust at such time and in such manner as may be determined
from time to time by the Trustees unless, in the opinion of the Trustees, which
shall be conclusive, conditions exist which make payment wholly in cash unwise
or undesirable; in such event the Trust may make payment in the assets belonging
or allocable to the class of the Shares redemption of which is being sought, the
value of which shall be determined as provided herein.
(9) Termination of a Class. Without the vote of the Shares of any
class then outstanding (unless otherwise required by applicable law), the
Trustees may:
(a) Sell and convey the assets belonging to a class of Shares
to another trust or corporation that is a management investment company (as
defined in the Investment Company Act of 1940) and is organized under the laws
of any state of the United States for consideration which may include the
assumption of all outstanding obligations, taxes and other liabilities, accrued
or contingent, belonging to such class and which may include securities issued
by such trust or corporation. Following such sale and conveyance, and after
making provision for the payment of any liabilities belonging to such class that
are not assumed by the purchaser of the assets belonging to such class, the
Trust may, at the Trustees' option, redeem all outstanding shares of such class
at the net asset value thereof as determined by the Trustees in accordance with
the provisions of applicable law, less such redemption fee or other charge, if
any, as may be fixed by the Trustees. Notwithstanding any other provision of
this Declaration of Trust to the contrary, the redemption price may be paid in
cash or by distribution of the securities or other consideration received by the
Trust for the assets belonging to such class upon such conditions as the
Trustees deem, in their sole discretion, to be appropriate consistent with
applicable law and this Declaration of Trust;
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(b) Sell and convert the assets belonging to a class of Shares
into money and, after making provision for the payment of all obligations, taxes
and other liabilities, accrued or contingent, belonging to such class, the Trust
may, at the Trustees' option, (i) redeem all outstanding shares of such class at
the net asset value thereof as determined by the Trustees in accordance with the
provisions of applicable law, less such redemption fee or other charge, if any,
as may be fixed by the Trustees upon such conditions as the Trustees deem, in
their sole discretion, to be appropriate consistent with applicable law and this
Declaration of Trust; or (ii) combine the assets belonging to such class
following such sale and conversion with the assets belonging to any one or more
other classes of Shares pursuant to and in accordance with subsection C of this
Section 5 9; or
(c) Combine the assets belonging to a class of Shares with the
assets belonging to any one or more other classes of Shares if the Trustees
reasonably determine that such combination will not have a material adverse
effect on the Shareholders of any class participating in such combination. In
connection with any such combination of assets the Shares of any class then
outstanding may, if so determined by the Trustees, be converted into shares of
any other class or classes of Shares with respect to which conversion is
permitted by applicable law, or may be redeemed, at the option of the Trustees,
at the net asset value thereof as determined by the Trustees in accordance with
the provisions of applicable law, less such redemption fee or other charge, or
conversion cost, if any, as may be fixed by the Trustees upon such conditions as
the Trustees deem, in their sole discretion, to be appropriate consistent with
applicable law and this Declaration of Trust. Notwithstanding any other
provision of this Declaration of Trust to the contrary, any redemption price, or
part thereof, paid pursuant to this subsection may be paid in Shares of any
other existing or future class or classes.
In connection with the termination of a class Shares and the winding up of
its affairs, all of the powers of the Trustees under this Declaration of Trust
shall continue until the affairs of such class shall have been wound up,
including the power to fulfill or discharge the contracts of the Trust relating
to such class, to collect assets belonging to such class, to sell, convey,
assign, exchange, transfer or otherwise dispose of all or any part of the
remaining assets belonging to such class to one or more persons at public or
private sale for consideration that may consist in whole or in part of cash,
securities or other property of any kind, to discharge or pay the liabilities
belonging to such class, and to do all other acts appropriate to liquidate the
business of such class, provided that the holders of Shares of any class shall
not be entitled in any liquidation to receive any distribution upon the assets
belonging to any other class.
After the excess of the assets belonging to any class over the liabilities
belonging to such class have been distributed among the Shareholders of such
class in proportions to the numbers of Shares held by them and recorded on the
books of the Trust, the Trustees may authorize the termination of such class of
Shares. Such termination shall be effective upon filing with the State Secretary
of the Commonwealth of Massachusetts of an instrument setting forth such
termination, at which time the Trustees shall be discharged of any and all
further liabilities and duties hereunder relating to such class and the right,
title and interest of all parties shall be cancelled and discharged with respect
to such class. The instrument referred to in this paragraph shall constitute an
amendment to this Declaration of Trust when filed with the State Secretary of
the Commonwealth of Massachusetts as provided in Section 10.6 hereof.
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5.2 Purchase of Shares. The Trustees may accept investments in the Trust
from such persons for such consideration, including cash or property, and on
such other terms as they may from time to time authorize and the Trustees may in
such manner acquire other assets (including the acquisition of assets subject
to, and in connection with, the assumption of liabilities) and businesses. The
Trustees may in their discretion reject any order for the purchase of Shares.
5.3 Net Asset Value Per Share. The net asset value per Share of any class
of Shares shall be computed at such time or times as the Trustees may specify
pursuant to the Act. Assets shall be valued and net asset value per Share shall
be determined by such person or persons as the Trustees may appoint under the
supervision of the Trustees in such manner as the Trustees may determine not
inconsistent with the Act.
5.4 Ownership of Shares. The ownership of Shares shall be recorded on the
record books of the Trust. The Trustees may make such rules and regulations as
they consider appropriate for the issuance of Share certificates, the transfer
of Shares and similar matters. Certificates certifying the ownership of Shares
may be issued as the Trustees may determine from time to time, provided that the
Trustees shall have the power to call outstanding Share certificates and to
replace them with book entries. The record books of the Trust shall be
conclusive as to the identity of holders of Shares and as to the number of
Shares held by each Shareholder.
VI.
THE TRUSTEES
6.1 Management of the Trust. The affairs of the Trust shall be managed by
the Trustees and they shall have all powers necessary or desirable to carry out
such responsibility, including without limitation the appointment of and
delegation of responsibility to such officers, employees, agents, and
contractors as they may select.
6.2 Number and Term of Office. The number of Trustees shall be determined
from time to time by the Trustees themselves, but shall not be more than ten.
Subject to the provisions of this section relating to resignation or removal,
the Trustees shall have the power to set and alter the terms of office of the
Trustees, and they may at any time lengthen or shorten their own terms or make
their terms of unlimited duration, provided that the term of office of any
incumbent Trustee shall continue until terminated as provided in Section 6.5
hereof, or, if not so terminated until the election of such Trustee's successor
in office has become effective in accordance with this section. A Trustee shall
qualify by accepting in writing his election or appointment and agreeing to be
bound by the provisions of this Declaration of Trust. Except as otherwise
provided herein in the case of vacancies, Trustees (other than the Initial
Trustees provided in Section 6.3 hereof) shall be elected by the Shareholders at
such time or times as the Trustees shall determine that such election is
required under Section 16(a) of the Act or is otherwise advisable.
Notwithstanding the foregoing, (a) any Trustee may resign as a Trustee by
written instrument signed by him and delivered to the other Trustees at the
principal business office of the Trust (without need for prior or subsequent
accounting), which shall take effect upon such delivery or upon such later date
as is specified therein; (b) any Trustee may be removed at any time with or
without cause by written instrument, signed by at least two-thirds of the number
of Trustees prior to such removal, specifying the date when such removal shall
become effective; (c) any Trustee who has become incapacitated by illness or
injury may be retired by written instrument signed by a majority of the other
Trustees; and (d) the term of a Trustee shall terminate at his death,
resignation, removal or adjudicated incompetency.
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6.3 Initial Trustees. The initial Trustees shall be Edmund L. Benson, III,
728 East Main St., Suite 400, Richmond, VA 23219, James Ermer, 1500 Federal
Reserve Building, Richmond, VA 23219, Charles B. Walker, P.O. Box 2189,
Richmond, VA 23219, and Thomas S. Word, Jr., McGuire, Woods & Battle, 8th and
Main Streets, Richmond, VA 23219 who, by their execution hereof, have agreed to
be bound by the provisions of this Declaration of Trust.
6.4 Quorum. At all meetings of the Trustees, a majority of the Trustees
shall constitute a quorum for the transaction of business and the action of a
majority of the Trustees present at any meeting at which a quorum is present
shall be the action of the Trustees unless the concurrence of a greater
proportion is required for such action by law, the Regulations or this
Declaration of Trust. If a quorum shall not be present at any meeting of
Trustees, the Trustees present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. Meetings may be held by means of a
conference telephone circuit or similar communications equipment by means of
which all persons participating may hear each other. The Trustees may also act
without a meeting, unless provided otherwise in this Declaration of Trust or
required by law, by written consents of a majority of the Trustees. As used
herein, "majority of the Trustees" shall mean a majority of the Trustees in
office at the time in question or if there shall be only one (1) Trustee in
office then such term shall mean such Trustee.
The Trustees may appoint committees of Trustees and delegate powers to
them as provided in the Regulations. Any committee of the Trustees, including an
executive committee, if any, may act with or without a meeting. A quorum for all
meetings of any such committee shall be a majority of the members thereof.
Unless provided otherwise in this Declaration of Trust, any action of any such
committee may be taken at a meeting by vote of a majority of the members present
(a quorum being present) or without a meeting by unanimous written consent of
the members.
6.5 Vacancies. In case a vacancy shall exist by reason of an increase in
number, or for any other reason, the remaining Trustees may fill such vacancy by
appointing such other person as they in their discretion shall select. An
appointment of a Trustee may be made in anticipation of a vacancy to occur at a
later date by reason of retirement or resignation of the Trustee or an increase
in the number of Trustees; provided, that such appointment will not become
effective prior to such retirement or resignation or such increase in the number
of Trustees. Whenever a vacancy in number of Trustees shall occur, until such
vacancy is filled as provided in this section, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed on the Trustees by this Declaration
of Trust. A written instrument certifying existence of such vacancy signed by a
majority of the Trustees shall be conclusive evidence of the existence of such
vacancy. Such appointment shall be evidenced by a written instrument signed by a
majority of the then Trustees but the appointment shall not take effect until
the individual so named shall have qualified by accepting in writing the
appointment and agreeing to be bound by the terms of this Declaration of Trust.
A vacancy may also be filled by the Shareholders in an election held at an
annual or special meeting. As soon as any Trustee so appointed or elected shall
have qualified, the Trust estate shall vest in the new Trustee or Trustees,
together with the continuing Trustees, without any further act or conveyance.
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6.6 Effect of Death, Resignation, etc. of Trustee. The death, resignation,
removal, or incapacity of the Trustees, or any one of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the terms
of this Declaration of Trust. Upon the resignation or removal of a Trustee, or
his otherwise ceasing to be a Trustee, he shall execute and deliver such
documents as the remaining Trustees shall require for the purpose of conveying
to the Trust or the remaining Trustees any Trust Property held in the name of
the resigning or removed Trustee. Upon the incapacity or death of any Trustee,
his legal representative shall execute and deliver on his behalf such documents
as the remaining Trustees shall require as provided in the preceding sentence.
The failure to request or deliver such documents shall not affect the operation
of the provisions of Article IV hereof.
6.7 Powers. The Trustees in all instances shall act as principals and are
and shall be free from the control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to make and execute any and
all contracts and instruments that they may consider necessary or desirable in
connection with the management of the Trust. The Trustees shall not be bound or
limited by present or future laws or customs in regard to Trust investments, but
shall have full authority and power to make any and all investments which they,
in their uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. Without limiting the foregoing, and subject to any applicable
limitation in this Declaration of Trust or the Regulations, the Trustees shall
have power and authority:
A. To conduct, operate and carry on, either directly or thorough one
or more wholly-owned subsidiaries, the business of an investment company or any
other lawful business activity which the Trustees, in their sole and absolute
discretion, consider to be (1) incidental to the business of the Trust or such
class of Shares as an investment company (2) conducive to or expedient for the
benefit or protection of the Trust or the Shareholders of such class of Shares,
or (3) calculated in any other manner to promote the interests of the Trust or
the Shareholders of such class of Shares.
B. To adopt a Code of Regulations (the "Regulations") not inconsistent
with this Declaration of Trust providing for the conduct of the affairs of the
Trust and to amend and repeal them to the extent that they do not reserve that
right solely to the Shareholders.
C. To issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in Shares of the
Trust; and to apply to any such repurchase, redemption, retirement, cancellation
or acquisition of Shares, any funds or other assets of the Trust, whether
constituting capital or surplus or otherwise, to the full extent now or
hereafter permitted by applicable law; and to divide or combine Shares without
thereby changing the proportionate beneficial interest in the Trust.
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D. To issue, acquire, hold, resell, and otherwise deal in securities,
and to apply to any acquisition of securities any property of the Trust whether
from capital or surplus or otherwise.
E. To invest and reinvest cash, and to hold cash uninvested
F. To borrow money, issue guarantees of indebtedness or contractual
obligations of others, to sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the Trust Property.
G. To act as a distributor of Shares and as underwriter of, or broker
or dealer in, securities or other property.
H. To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such Person or Persons as the Trustees shall
deem proper, granting to such Person or Persons such power and discretion with
relation to securities or property as the Trustees shall deem proper.
I. To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities.
J. To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the name
of the Trustees or of the Trust or in the name of a custodian, sub-custodian or
other depositary or a nominee or nominees or otherwise.
K. To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer; any security of which is
or was held in the Trust; and consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or issuer; and to pay calls or
subscriptions with respect to any security held in the Trust.
L. To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper.
M. To enter into joint ventures, general or limited partnerships and
any other combinations or associations.
N. To enter into contracts of any kind and description.
O. To collect all property due to the Trust, to pay all claims,
including taxes, against the assets belonging to the Trust, to prosecute,
defend, compromise, arbitrate, or otherwise adjust claims in favor of or against
the Trust or any matter in controversy including, but not limited to, claims for
taxes, to foreclose any security interest securing any obligations by virtue of
which any property is owed to the Trust, and to enter into releases, agreements
and other instruments.
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P. To retain and employ any Person or Persons to serve on behalf of
the Trust as investment adviser, administrator, transfer agent, custodian,
underwriter, distributor or in such other capacities as they consider desirable
and to delegate such power and authority as they consider desirable to any such
Person or Persons.
Q. To indemnify any Person with whom the Trust has dealings.
R. To purchase and pay for entirely out of Trust Property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including without limitation, insurance policies insuring the Trust
Property and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or managers, principal
underwriters, or independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action alleged to
have been taken or omitted by any such Person as Shareholder, Trustee, officer,
employee, agent, investment adviser or manager, principal underwriter, or
independent contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust would have the
power to indemnify such Person against such liability.
S. To engage in and to prosecute, defend, compromise, abandon, or
adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes,
claims, and demands relating to the Trust or the Trust Property, and, out of the
Trust Property, to pay or to satisfy any debts, claims or expenses incurred in
connection therewith, including those of litigation, and such power shall
include without limitation the power of the Trustees or any appropriate
committee thereof, in the exercise of their or its good faith business judgment,
consenting to dismiss any action, suit, proceeding, dispute, claim, or demand,
derivative or otherwise, brought by any person, including a Shareholder in such
Shareholder's own name or in the name of the Trust, whether or not the Trust or
any of the Trustees may be named individually therein or the subject matter
arises by reason of business for or on behalf of the Trust.
T. To establish pension, profit sharing, Share purchase, and other
retirement, incentive and benefit plans for any Trustees, officers, employees
and agents of the Trust.
U. To determine and change the fiscal year of the Trust and the method
by which its accounts shall be kept.
V. To establish in their absolute discretion in accordance with the
provisions of applicable law the basis or method for determining the value of
the assets belonging to any class of Shares, the value of the liabilities
belonging to any class of Shares, the allocation of any assets or liabilities to
any class of Shares, the net asset value of any class of Shares, the times at
which Shares of any class shall be deemed to be outstanding or no longer
outstanding and the net asset value of each Share of any class for purposes of
sales, redemptions, repurchases of Shares or otherwise.
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W. To determine in accordance with generally accepted accounting
principles and practices what constitutes net profits or net earnings, and to
determine what accounting periods shall be used by the Trust for any purpose,
whether annual or any other period, including daily; to set apart out of the
assets belonging to any class of Shares such reserves of funds for such purposes
as the Trustees shall determine and to abolish the same; to declare and pay any
dividends and distributions to any class of Shares in cash, securities or other
property from any assets legally available therefor, at such intervals (which
may be as frequently as daily) or on such other periodic basis, as the Trustees
shall determine; to declare such dividends or distributions by means of a
formula or other method of determination, at meetings held less frequently than
the frequency of the effectiveness of such declaration; to establish payment
dates for dividends or any other distributions on any basis, including dates
occurring less frequently than the effectiveness of declarations thereof; and to
provide for the payment of declared dividends on a date earlier or later than
the specified payment date in the case of Shareholders redeeming their entire
ownership of Shares of any class.
X. To engage in any other lawful act or activity in which a
Massachusetts business trust or a corporation organized under the
Massachusetts Business Corporation Law may engage.
No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
6.8 Trustees and Representatives as Shareholders. Any Trustee,
representative or other agent of the Trust may acquire, own and dispose of
Shares of the Trust to the same extent as if he were not a Trustee,
representative or agent; and the Trust may issue and sell or cause to be
issued and sold Shares of the Trust to, and may buy such Shares from, any
Person with which such Trustee, representative or agent is affiliated
subject only to the general limitations herein contained as to the sale and
purchase of such Shares; all subject to any restrictions which may be
contained in the Regulations.
6.9 Expenses; Trustee Reimbursement. The Trustees shall have the power to
incur and to pay (or shall be reimbursed) from the Trust Property all expenses
and disbursements of the Trust, including, without limitation, interest expense,
compensation payable to Trustees and representatives of the Trust, taxes, fees
and commissions of every kind incurred in connection with the affairs of the
Trust, expenses of issue, repurchase and redemption of Shares, expenses of
registering and qualifying the Trust and its Shares under Federal and State
securities laws and regulations, charges of custodians, transfer agents,
investment advisers, administrators and registrars, expenses of preparing and
printing and distributing prospectuses, auditing and legal expenses, expenses of
reports to Shareholders, expenses of meetings of Shareholders and proxy
solicitations therefor, insurance expense, association membership dues and such
non-recurring items as may arise, including costs and expenses of litigation to
which the Trust is a party, and for all losses and liabilities by them incurred
in administering the Trust, provided that expenses, disbursements, losses and
liabilities incurred in connection with a class of Shares or in connection with
the management of the assets belonging to such class shall be payable solely out
of the assets belonging to such class, and provided further that the Trustees
shall have a lien on the Trust Property prior to any rights or interests of the
Shareholders thereto for the payment of any expenses, disbursements, losses and
liabilities of the Trust.
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6.10 Power to Carry Out Trust's Purposes; Presumptions. The Trustees shall
have power to carry out any and all acts consistent with the Trust's purposes
through branches and offices both within and without the Commonwealth of
Massachusetts, in any and all states of the United States of America, in the
District of Columbia, and in any and all commonwealths, territories,
dependencies, possessions, agencies or instrumentalities of the United States of
America and of foreign governments, and to do all such other things and execute
all such instruments as they deem necessary, proper or desirable in order to
promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration, the presumption shall be in favor of a grant of
power to the Trustees. The enumeration of any specific power herein shall not be
construed as limiting the aforesaid power. The Trustees shall not be required to
obtain any court order to deal with the Trust Property.
6.11 Determinations by Trustees. Any determination made in good faith and,
so far as accounting matters are involved in accordance with generally accepted
accounting principles, by or pursuant to the direction of the Trustees as to the
amount and value of assets, obligations or liabilities of the Trust or any class
of Shares, as to the amount of net income of the Trust or any class of Shares
from dividends and interest for any period or amounts at any time legally
available for the payment of dividends, as to the amount of any reserves or
charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which such reserves
or charges shall have been created shall have been paid or discharged or shall
be then or thereafter required to be paid or discharged), as to the value of any
security owned by the Trust or any class of Shares, as to the allocation of any
assets or liabilities to a class or classes of Shares, as to the times at which
Shares of any class shall be deemed to be outstanding or no longer outstanding,
or as to any other matters relating to the issuance, sale, redemption or other
acquisition or disposition of securities or Shares, and any reasonable
determination made in good faith by the Trustees as to whether any transaction
constitutes a purchase of securities on "margin," a sale of securities "short,"
or any underwriting of the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any securities,
shall be final and conclusive, and shall be binding upon the Trust and all
Shareholders, past, present and future, and Shares are issued and sold on the
condition and understanding, evidenced by the purchase of Shares or acceptance
of Share certificates, that any and all such determinations shall be binding as
aforesaid.
6.12 Service in Other Capacities. Any Trustee, representative, employee or
agent of the Trust, including any investment adviser, transfer agent,
administrator, distributor, custodian or underwriter for the Trust, may serve in
any other capacity on his or its own behalf or on behalf of others, and may
engage in other business activities in addition to his or its services on behalf
of the Trust, provided that such other activities do not materially interfere
with the performance of his or its duties for or on behalf of the Trust.
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VII.
AGREEMENTS WITH INVESTMENT ADVISER,
PRINCIPAL UNDERWRITER, ADMINISTRATOR,
TRANSFER AGENT, CUSTODIAN AND OTHERS
7.1 Investment Adviser. The Trustees may, on such terms and conditions as
they may in their discretion determine, enter into a written investment advisory
agreement or agreements with any Person or Persons providing for portfolio
management, investment advisory, statistical and research facilities and other
services pertaining to the assets belonging to one or more classes of Shares.
Notwithstanding any other provision hereof, the Trustees may authorize such an
investment adviser (subject to such general or specific instructions as the
Trustees may adopt) to effect purchases, sales or exchanges of portfolio
securities of such class(es) on behalf of the Trustees and to determine the net
asset value and net income of such class(es) or may authorize any representative
or Trustee to effect such purchases, sales or exchanges pursuant to the
recommendations of such investment adviser (all without further action by the
Trustees). Any such purchases, sales and exchanges so effected shall be deemed
to have been authorized by all of the Trustees.
7.2 Administrator. The Trustees may, on such terms and conditions as they
may in their discretion determine, enter into one or more agreements with any
Person or Persons providing for administrative services to one or more classes
of Shares, including assistance in supervising the affairs of such class(es) and
performance of administrative, clerical and other services considered desirable
by the Trustees.
7.3 Principal Underwriter. The Trustees may, on such terms and conditions
as they may in their discretion determine, enter into one or more distribution
agreements with any Person or Persons providing for the sale of Shares of one or
more classes at a price at least equal to the net asset value per Share of such
class(es) and providing for sale of the Shares of such class(es) pursuant to
arrangements by which the Trust may either agree to sell the Shares of such
class(es) to the other party to the agreement or appoint such other party its
sales agent for such Shares. Such agreement(s) may also provide for the
repurchase of Shares of such class(es) by such other party as principal as agent
of the Trust, and may authorize the other party to enter into agreements with
others for the purpose of the distribution or repurchase of Shares of such
class(es).
7.4 Transfer Agent. The Trustees may, on such terms and conditions as they
may in their discretion determine, enter into one or more agreements with any
Person or Persons providing for transfer agency and other services to
Shareholders of any class.
7.5 Custodian. The Trustees may, on such terms and conditions as they may
in their discretion determine, enter into one or more agreements with any Person
or Persons providing for the custody and safekeeping of the property of the
Trust or any class of Shares.
7.6 Service and Distribution Plans. The Trustees may, on such terms and
conditions as they may in their discretion determine, adopt one or more plans
pursuant to which Persons may be compensated directly or indirectly by the Trust
for Shareholder servicing, administration or distribution with respect to one or
more classes of Shares, including without limitation plans subject to Rule 12b-1
under the Act, and the Trustees may enter into agreements pursuant to such
Plans.
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7.7 Parties to Agreements. The same Person may be employed in multiple
capacities under Sections 7.1 through 7.6 of this Article VII and may receive
compensation from the assets belonging to a particular class in as many
capacities in which such persons shall serve such class. The Trustees may enter
into any agreement of the character described in this Article VII with any
Person, including any Person in which any Trustee, representative, employee or
Shareholder of the Trust may be interested, and no such agreement shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any Person holding such relationship be liable by reason
of such relationship for any loss or expense to the Trust under or by reason of
said agreement or accountable for any profit realized directly or indirectly
therefrom.
VIII.
SHAREHOLDERS' VOTING POWERS AND MEETINGS
8.1 Voting Powers. The Shareholders shall have power to vote (a) for the
election of Trustees as provided in Section 6.2 hereof, (b) to the same extent
as the shareholders of a Massachusetts business corporation when considering
whether a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, (c) with respect to any of the matters and to the extent provided
in Article X hereof, (d) with respect to such additional matters relating to the
Trust as may be required by law, by this Declaration of Trust or the
Regulations, or by any requirement applicable to or agreement of the Trust, and
as the Trustees may consider desirable. Every Shareholder of record shall have
the right to one vote for every whole Share (other than Shares held in the
treasury of the Trust) standing in his name on the books of the Trust, and to
have a proportional fractional vote for any fractional Share, as to any matter
on which the Shareholder is entitled to vote. There shall be no cumulative
voting. Shares may be voted in person or by proxy. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required or permitted to be taken by Shareholders by law, this Declaration of
Trust or the Regulations.
8.2 Meetings. Meetings of Shareholders may be called by the Trustees as
provided in the Regulations and shall be called by the Trustees upon the written
request of Shareholders owning at least twenty percent (20%) of the outstanding
Shares entitled to vote.
8.3 Quorum and Required Vote. At any meeting of Shareholders a quorum for
the transaction of business shall consist of a majority of the Shares of each
class outstanding and entitled to vote appearing in person or by proxy, provided
that at any meeting at which the only actions to be taken are actions required
by the Act to be taken by vote of all outstanding Shares of all classes entitled
to vote thereon, irrespective of class, a quorum shall consist of a majority of
the Shares (without regard to class) entitled to vote thereon, and that at any
meeting at which the only actions to be taken shall have been determined by the
Board of Trustees to affect the rights and interests of one or more but not all
classes of outstanding Shares, a quorum shall consist of a majority of the
outstanding Shares of that class or classes so affected, provided further that
reasonable adjournments of such meeting until a quorum is obtained may be made
by vote of the Shares present in person or by proxy.
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The Trustees shall cause each matter required or permitted to be voted
upon at a meeting or by written consent of Shareholders to be submitted to a
separate vote of each class of outstanding Shares entitled to vote thereon,
provided that (a) when required by the Act, actions of Shareholders shall be
taken by vote of all outstanding Shares of all classes entitled to vote thereon,
irrespective of class, with all outstanding Shares of all classes voting as a
single class and (b) when the Trustees determine that any matter to be submitted
to a vote of Shareholders affects only the rights or interests of one or more
but not all classes of outstanding Shares, only the Shareholders of the class or
classes so affected will be entitled to vote thereon.
A majority of Shares voting of any class of Shares entitled to vote on any
question shall determine such question, subject to any requirements of the Act
or other applicable law or this Declaration of Trust. In the election of
Trustees a plurality of Shares voting, irrespective of class, shall elect a
Trustee, to the extent the Act or other applicable law requires that voting
shall be irrespective of class; otherwise, a plurality of each class entitled to
vote shall elect a Trustee.
8.4 Shareholder Action by Written Consent. Any action which may be taken
by Shareholders may be taken without a meeting if not less than two-thirds of
the Shareholders entitled to vote on the matter consent to the action in writing
and the written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
8.5 Code of Regulations. The Regulations may include further provisions
not inconsistent with this Declaration of Trust for meetings of Shareholders,
votes, record dates, notices of meetings and related matters.
IX.
LIMITATIONS OF LIABILITY AND INDEMNIFICATION
9.1 Liabilities of a Class. Liabilities belonging to any class of Shares,
including, without limitation, expenses, fees, charges, taxes, and liabilities
incurred or arising in connection with a particular class, or in connection with
the management thereof, shall be paid only from the assets belonging to such
class.
9.2 Limitation of Trustee Liability. Every act or thing done or omitted,
and every power exercised or obligation incurred by the Trustees or any of them
in the administration of this Trust or in connection with any affairs, property
or concerns of the Trust, whether ostensibly in their own names or in their
Trust capacity, shall be done, omitted, exercised or incurred by them as
Trustees and not as individuals. Every person contracting or dealing with the
Trustees or having any debt, claim or judgment against them or any of them shall
look only to the funds and property of the Trust for payment or satisfaction. No
Trustee or Trustees of the Trust shall ever be personally liable for or on
account of any contract, debt, tort, claim, damage, judgment or decree arising
out of or connected with the administration or preservation of the Trust
Property or the conduct of any of the affairs of the Trust. Every note, bond,
contract, order or other undertaking issued by the Trust or the Trustees
relating to the Trust, and stationery used by the Trust shall include the notice
set forth in Section 9.5 of this Article IX (but the omission thereof shall not
be construed as a waiver of the foregoing provision, and shall not render the
Trustees personally liable).
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It is the intention of this Section 9.2 that no Trustee shall be subject
to any personal liability whatsoever to any Person for any action or failure to
act (including without limitation the failure to compel in any way any former or
acting Trustee to redress any breach of trust) except that nothing in this
Declaration of Trust shall protect any Trustee from any liability to the Trust
or its Shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of his duties, or
by reason of reckless disregard of his obligations and duties as Trustee; and
that all persons shall look solely to the Trust Property belonging to a class of
Shares for satisfaction of claims of any nature arising in connection with the
affairs of such class of the Trust.
9.3 Indemnification of Trustees, Representatives and Employees. The Trust
shall indemnify each of its Trustees against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by him in connection
with the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while as a Trustee or thereafter, by reason of his being or having
been such a Trustee except with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence or reckless disregard of his duties, provided that as to any matter
disposed of by a compromise payment by such person, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless the Trust shall have received a written
opinion from independent legal counsel approved by the Trustees to the effect
that if either the matter of willful misfeasance, gross negligence or reckless
disregard of duty, or the matter of bad faith had been adjudicated, it would in
the opinion of such counsel have been adjudicated in favor of such person. The
rights accruing to any person under these provisions shall not exclude any other
right to which he may be lawfully entitled, provided that no person may satisfy
any right of indemnity or reimbursement hereunder except out of the property of
the Trust. The Trustees may make advance payments in connection with the
indemnification under this Section 9.3, provided that the indemnified person
shall have given a written undertaking to reimburse the Trust in the event it is
subsequently determined that he is not entitled to such indemnification.
The Trustees shall indemnify representatives and employees of the Trust to
the same extent that Trustees are entitled to indemnification pursuant to this
Section 9.3.
9.4 Reliance on Experts, etc. Each Trustee and representative of the Trust
shall, in the performance of his duties, be fully and completely justified and
protected with regard to any act or any failure to act resulting from reliance
in good faith upon the books of account or other records of the Trust, upon an
opinion of counsel satisfactory to the Trust, or upon reports made to the Trust
by any of its representatives or employees or by the investment adviser, the
principal underwriter, selected dealers, accountants, appraisers or other
experts or consultants selected with reasonable care by the Trustees or
representatives of the Trust, regardless of whether such counsel or expert may
also be a Trustee.
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9.5 Limitation of Shareholder Liabilities. Shareholders shall not be
subject to any personal liability in connection with the assets of the Trust for
the acts or obligations of the Trust. The Trustees shall have no power to bind
any Shareholder personally or to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay by way of subscription to any Shares or
otherwise. Every obligation, contract, instrument, certificate, Share, other
security of any class of Shares or undertaking, and every other act whatsoever
executed in connection with the Trust or any class of Shares shall be
conclusively presumed to have been executed or done by the executors thereof
only in their capacities as Trustees under the Declaration of Trust or in their
capacity as officers, employees or agents of the Trust and not individually.
Every note, bond, contract, order or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust or any class of Shares, and the
stationery used by the Trust, shall include a recitation limiting the obligation
represented thereby to the Trust and its assets (but the omission of such a
recitation shall not operate to bind any Shareholder), as follows:
"The names 'MarketMaster Trust' and 'Trustees of MarketMaster Trust'
refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated May 6, 1985 which is hereby
referred to and a copy of which is on file at the office of the
State Secretary of the Commonwealth of Massachusetts and at the
principal office of the Trust. The obligations of 'MarketMaster
Trust' entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but
in such capacities, and are not binding upon any of the Trustees,
Shareholders or representatives of the Trust personally, but bind
only the Trust Property, and all persons dealing with any class of
shares of the Trust must look solely to the Trust property belonging
to such class for the enforcement of any claims against the Trust."
The rights accruing to a Shareholder under this Section 9.5 shall not
exclude any other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided for herein, provided that a Shareholder of any class of
Shares shall be indemnified only from assets belonging to such class.
9.6 Indemnification of Shareholders. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of his being
or having been a Shareholder and not because of his acts or omissions or for
some other reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled out of the Trust estate to be held harmless from and indemnified
against all loss and expense arising from such liability. The Trust shall, upon
request by the Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligations of the Trust and satisfy any judgment
thereon.
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X.
MISCELLANEOUS
10.1 Trust Not a Partnership. It is hereby expressly declared that a
Massachusetts business trust and not a partnership, joint venture, corporation,
joint stock company or any form of legal relationship other than a trust is
created hereby. Nothing herein shall be construed to make the Shareholders,
either by themselves or with the Trustees, partners or members of a joint stock
association. No Trustee hereunder shall have any power to bind personally either
a representative of the Trust or any Shareholder. All persons extending credit
to, contracting with or having any claim against the Trust or the Trustees shall
look only to the assets of the Trust for payment under such credit, contract or
claim; and neither the Shareholders nor the Trustees, whether past, present or
future, shall be personally liable therefor.
10.2 No Bond or Surety. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.
10.3 Duration of Trust. This Trust shall continue without limitation of
time, provided that the Trust or any class of Shares may be terminated at any
time in accordance with the provisions of this Declaration of Trust and
applicable law.
10.4 Merger, Consolidation and Sale of Assets. The Trust may merge into or
consolidate with any other corporation, association, trust or other organization
or may sell, lease or exchange all or substantially all of the Trust Property,
including its good will, upon such terms and conditions and for such
consideration when and as authorized by vote or written consent of the Trustees
and approved by the affirmative vote of the holders of not less than two-thirds
of the Shares outstanding and entitled to vote, voting separately by class
except to the extent that the Act may require voting without regard to class, or
by an instrument or instruments in writing without a meeting consented to by the
holders of not less than two-thirds of such Shares, voting separately by class
except to the extent that the Act may require voting without regard to class,
and by the vote or written consent of the holders of two-thirds of the Shares of
each class of Shares, provided that if such merger, consolidation, sale, lease
or exchange is recommended by the Trustees, such may be approved by a vote of
the majority of the outstanding Shares of each class, voting separately by
class.
10.5 Incorporation. With the approval of the holders of a majority of the
outstanding Shares, voting separately by class except to the extent that the Act
may require voting without regard to class, the Trustees may cause to be
organized, or assist in organizing, a corporation or corporations under the laws
of any jurisdiction, to carry on any affairs in which the Trust shall directly
or indirectly have any interest, and to transfer the Trust Property to any such
Person in exchange for any Shares or securities thereof or otherwise, and to
lend money to, subscribe for the Shares or securities of, and enter into any
contracts with any such Person in which the Trust holds or is about to acquire
securities or any other interest. The Trustees may also cause a merger or
consolidation between the Trust or any successor thereto and any such Person if
and to the extent permitted by law. Nothing contained herein shall be construed
as requiring approval of Shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, associations or other
organizations and selling, conveying or transferring a portion of the Trust
Property to such Person(s).
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10.6 Filing of Copies, References, Headings. The original instrument of
this Declaration of Trust and of each amendment hereto shall be filed with the
State Secretary of the Commonwealth of Massachusetts as provided by law and
copies thereof shall be kept at the office of the Trust where they may be
inspected by any Shareholder. Each amendment so filed shall be accompanied by a
certificate signed and acknowledged by a Trustee or by the Secretary or any
Assistant Secretary of the Trust stating that such action was duly taken in the
manner provided herein, and unless such amendment or such certificate sets forth
some later time for the effectiveness of such amendment, such amendment shall be
effective upon its filing. A restated Declaration of Trust, integrating into a
single instrument all of the provisions of the Declaration of Trust that are
then in effect and operative, may be executed from time to time by a majority of
the Trustees and shall, upon filing with the State Secretary of the Commonwealth
of Massachusetts, be conclusive evidence of all amendments contained therein and
may thereafter be referred to in lieu of the initial Declaration of Trust and
the various amendments thereto. Anyone dealing with the Trust may rely on a
certificate by a representative of the Trust as to whether or not any such
amendment hereto may have been made and as to any matters in connection with the
Trust hereunder, with the same effect as if it were the original, and may rely
on a copy certified by a representative of the Trust to be a copy of this
instrument or of any amendment thereto. Headings are placed herein for
convenience of reference only and in the case of any conflict, the text of this
instrument, rather than the headings, shall control. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original. All signatures to this instrument need not appear on the same page.
10.7 Applicable Law. The Trust set forth in this instrument is a trust
made in the Commonwealth of Massachusetts and is to be governed by and construed
and administered according to the laws of said Commonwealth.
10.8 Provisions in Conflict With Law or Regulations
A. No provision of this Declaration of Trust shall be effective to:
(1) Require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder; or
(2) Protect or purport to protect any Trustee or officer of the
Trust against any liability to the Trust or its Shareholders to which he 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.
B. The provisions of this Declaration of Trust are severable, and if
the Trustees shall determine with the advice of counsel that any of such
provisions is in conflict with the Act, the regulated investment company
provisions of the Internal Revenue Code, Chapter 182 of the General Laws of the
Commonwealth of Massachusetts or with any other applicable law or regulation,
then in such event the conflicting provision shall be deemed never to have
constituted a part of this Declaration of Trust, provided that such
determination shall not affect any of the remaining provisions of this
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.
21
<PAGE>
C. If any provision of this Declaration of Trust shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any
other provision of this Declaration of Trust in any jurisdiction.
10.9 Amendment of Declaration of Trust.
A. This Declaration of Trust may be amended upon a resolution to
that effect being adopted by the Trustees and approved by the affirmative vote
of the holders of not less than a majority of the outstanding Shares, voting
separately by class except to the extent that the Act may require voting without
regard to class.
B. Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration of Trust may be terminated or amended in any respect
by the affirmative vote of a majority of the Trustees.
C. The Trustees may amend this Declaration of Trust without a vote
of Shareholders to change the name of the Trust or to cure any error or
ambiguity or if they deem it necessary to conform this Declaration of Trust to
the requirements of applicable state or federal laws or regulations, including
without limitation the requirements of the regulated investment company
provisions of the Internal Revenue Code, but the Trustees shall not be liable
for failing so to do.
D. Notwithstanding any other provision hereof, this Declaration of
Trust may not be amended in any manner whatsoever that would impair the
exemption from personal liability of the Trustees and Shareholders of the Trust
or that would permit an assessment upon any Shareholder.
IN WITNESS WHEREOF, the undersigned have executed this Declaration of
Trust as Trustees and not individually, as of the 6th day of May, 1985.
/s/ Edmund L. Benson
---------------------------
Edmund L. Benson, III
/s/ James Ermer
---------------------------
James Ermer
22
<PAGE>
---------------------------
Charles B. Walker
/s/ Thomas S. Word
---------------------------
Thomas S. Word, Jr.
23
<PAGE>
D. Notwithstanding any other provision hereof, this Declaration of
Trust may not be amended in any manner whatsoever that would impair the
exemption from personal liability of the Trustees and Shareholders of the Trust
or that would permit an assessment upon any Shareholder.
IN WITNESS WHEREOF, the undersigned have executed this Declaration of
Trust as Trustees and not individually, as of the 6th day of May, 1985.
---------------------------
Edmund L. Benson, III
---------------------------
James Ermer
/s/ Charles B. Walker
---------------------------
Charles B. Walker
---------------------------
Thomas S. Word, Jr.
<PAGE>
COMMONWEALTH OF VIRGINIA :
: SS.
CITY OF RICHMOND :
On this 6th day of May, 1985, Edmund L. Benson, III, known to me and known
to be the individual described in and who executed the foregoing instrument,
personally appeared before me and acknowledged the foregoing instrument to be
his free act and deed.
/s/ Ada M. Melton
-----------------------------------
Notary Public
My commission expires: 8/22/98
<PAGE>
COMMONWEALTH OF VIRGINIA :
: SS.
CITY OF RICHMOND :
On this 6th day of May, 1985, James Ermer, known to me and known to be the
individual described in and who executed the foregoing instrument, personally
appeared before me and acknowledged the foregoing instrument to be his free act
and deed.
/s/ Ada M. Melton
-----------------------------------
Notary Public
My commission expires: 8/22/88
26
<PAGE>
COMMONWEALTH OF VIRGINIA :
: SS.
CITY OF RICHMOND :
On this 6th day of May, 1985, Charles B. Walker, known to me and known to
be the individual described in and who executed the foregoing instrument,
personally appeared before me and acknowledged the foregoing instrument to be
his free act and deed.
/s/ Carolyn O. Fannish
--------------------------------
Notary Public
My commission expires: 1/24/88
27
<PAGE>
COMMONWEALTH OF VIRGINIA :
: SS.
CITY OF RICHMOND :
On this 6th day of May, 1985, Thomas S. Word, Jr., known to me and known
to be the individual described in and who executed the foregoing instrument,
personally appeared before me and acknowledged the foregoing instrument to be
his free act and deed.
/s/ Ada M. Melton
--------------------------------
Notary Public
My commission expires: 8/22/88
28
<PAGE>
Supplementary Provision
Resident Agent
The name of the Trust's resident agent is The Boston Company Advisors,
Inc., and its post office address is One Boston Place, Boston, Massachusetts
02108
29
MARKETMASTER TRUST
(A Massachusetts Business Trust)
CERTIFICATE; CLASSIFICATION OF SHARES
I, W. Bruce McConnel, III, do hereby certify as follows:
(1) That I am the duly elected Secretary of MarketMaster Trust (the
"Trust");
(2) That in such capacity I have examined the records of actions
taken by the Board of Trustees of the Trust;
(3) That the Board of Trustees of the Trust duly adopted the
following resolutions, by unanimous written consent on May 14, 1985:
RESOLVED, that Pursuant to Section 5.1 of the Trust's Declaration of
Trust an unlimited number of unissued units of beneficial interest in the Trust
be, and hereby are, classified into five classes of Shares designated as (a)
Class A shares of beneficial interest, (.b) Class B shares of beneficial
interest, (c) Class C shares of beneficial interest, (d) Class D shares of
beneficial interest, and (e) Class E shares of beneficial interest;
FURTHER RESOLVED, that each class of Shares classified pursuant to
the foregoing resolution shall have the preferences, conversion and other
rights, voting powers, restrictions, limitations, qualifications and terms and
conditions of redemption provided for in the Declaration of Trust with respect
to Shares of any class.
(4) That the foregoing resolutions remain in full force and effect
the date hereof.
/s/ W. Bruce McConnel
--------------------------------
W. Bruce McConnel, III
Dated: May 17, 1985
Subscribed and Sworn to before me this 17th day of May, 1985.
/s/ Susan L. Lubas
--------------------------------
Notary Public
My Commission Expires: 08/22/88
EX-99.B1(c)
MARKETMASTER TRUST
Amendment No. 1
TO
DECLARATION OF TRUST
I, W. Bruce McConnel, III, do hereby certify as follows:
1. That I am duly elected Secretary of MarketMaster Trust, a Massachusetts
business trust (hereinafter called the "Trust");
2. That in such capacity I have examined records of actions taken by the
Board of Trustees of the Trust;
3. That the existing trustees of the Trust, duly adopted the following
resolutions on March 31, 1987:
RESOLVED, that pursuant to Section 10.9 of the Declaration of Trust
of the Trust, Section 8.3 "Quorum and Required Vote," be amended in part
as follows:
(1) The second paragraph of Section 8.3 is hereby amended in its entirety
as follows:
"The Trustees shall cause each matter required or permitted to be
voted upon at a meeting or by written consent of Shareholders to be
submitted to a vote of all classes of outstanding Shares entitled to
vote thereon (irrespective of class), unless the Act or other
applicable law or regulations require that the action of
Shareholders be taken by a separate vote of one or more classes, or
the Trustees determine that any matter to be submitted to a vote of
Shareholders affects only the rights or interests of one or more
(but not all) classes of outstanding Shares, in which case only the
Shareholders of the class or classes so affected shall be entitled
to vote thereon."
(2) The third paragraph of Section 8.3 is hereby amended in its entirety
as follows:
"Unless otherwise required by this Declaration of Trust, the Act or
other applicable law or regulations, a majority of Shares entitled
to vote on any question shall determine such question, except that
in the election of Trustees, a plurality of Shares voting,
irrespective of class; shall elect a Trustee.";
1
<PAGE>
FURTHER RESOLVED, that pursuant to Section 10.9 of the Declaration
of Trust of the Trust, Subsection A of Section 10.9 is hereby amended in
its entirety as follows:
"This Declaration of Trust may be amended upon a resolution to that
affect being adopted by the Trustees and approved by the affirmative
vote of the holders of not less than a majority of the outstanding
Shares.";
FURTHER RESOLVED, that the foregoing amendments to the Declaration
of Trust of the Trust be submitted to the Trust's Shareholders for
approval, by a separate vote of each class of outstanding Shares, at the
Annual Meeting of Shareholders of the Trust to be held on May 8, 1987; and
FURTHER RESOLVED, that the proper officers of the Trust be, and
hereby are, authorized and directed to execute and file with the proper
Massachusetts state authorities any and all such documents in the name and
on behalf of the Trust, under its seal or otherwise, necessary or required
to be filed in connection with the above amendments, if approved by the
shareholders at the Annual Meeting, and to do or cause to be done all such
other acts and things, as they, or any of them, may deem necessary or
desirable to carry out the intent or purpose of the foregoing resolutions.
4. That the foregoing changes to the Declaration of Trust of the Trust
were duly approved by the Trust's Shareholders at the Annual Meeting of
Shareholders of the Trust held on May 8, 1987; and
5. That the foregoing resolutions remain in full force and effect as of
the date hereof.
/s/ W. Bruce McConnel
--------------------------------
W. Bruce McConnel, III
Dated: July 27, 1987
Subscribed and Sworn to before me
as this 27th day of July 1987.
/s/ Susan L. Lubas
- -----------------------------------
Notary Public
2
EX-99.B1(d)
MARKETMASTER TRUST
(A Massachusetts Business Trust)
CERTIFICATION AND AMENDMENT TO
DECLARATION OF TRUST DATED
MAY 5, 1985, AS AMENDED
The undersigned, Secretary of MarketMaster Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
resolutions at a meeting held on May 15, 1989:
Creation of New Classes of Shares.
1. Creation of Class F Shares and Class F-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby are,
divided into and classified and designated as Class F shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby are,
divided into and classified as a separate, special series of Class F shares of
beneficial interest in the Trust, said series to be designated as Class
F-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class F shares and Class F-Special Series 1 shares shall be
invested and reinvested with the consideration received by the Trust for the
issue and sale of all other shares of beneficial interest in the Trust now or
hereafter designated as Class F shares of beneficial interest (irrespective of
whether said shares have been designated as part of a series of said class and,
if so designated as part of a series, irrespective of the particular series
designation), together with all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation thereof,
any funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, and any general assets of the Trust allocated to Class F
shares, Class F-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, and each Class F
share and Class F-Special Series 1 share shall share equally with each such
other share in such consideration and other 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;
FURTHER RESOLVED, that each Class F share and each Class F-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class F share of
beneficial interest (irrespective of whether said share has been designated as
part of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class F shares, Class F-Special Series 1
shares or such other shares and in respect of any general expenses and
liabilities of the Trust allocated to Class F shares, Class F-Special Series 1
shares or such other shares by the Board of Trustees in accordance with the
Trust's Declaration of Trust, except that to the extent permitted by rule or
order of the Securities and Exchange Commission:
1
<PAGE>
(a) Class F shares shall bear all expenses and liabilities of
payments to institutions under any agreements entered into by or on behalf
of the Trust which provide for services by the institutions to their
customers who beneficially own such shares but do not provide for services
to any beneficial owners of Class F-Special Series 1 shares or any other
shares hereafter designated as a series of such class;
(b) Class F shares shall not bear the expenses and liabilities of
payments to institutions under any agreements entered into by or on behalf
of the Trust which provide for services by the institutions to their
customers who beneficially own shares designated as a series of Class F
shares but do not provide for services to any beneficial owners of Class F
shares; and
(c) No Class F-Special Series 1 share shall bear the expenses and
liabilities described in subparagraphs (a) or (b) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class F share and each Class F-Special Series 1 share shall
have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of redemption
as set forth in the Declaration of Trust and shall also have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each other
share of beneficial interest in the Trust now or hereafter designated as a Class
F share of beneficial interest (irrespective of whether said share has been
designated as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange Commission:
(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust relating
to said agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Trust, only Class F shares (excluding shares
designated as a series of such class) shall be entitled to vote, except
that: (i) if said matter affects shares of beneficial interest in the
Trust other than Class F shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class F shares shall be voted in the aggregate together with such other
affected shares and not by class or series except where otherwise required
by law or permitted by the Board of Trustees of the Trust; and (ii) if
said matter does not affect Class F shares said shares shall not be
entitled to vote (except where otherwise required by law or permitted by
the Board of Trustees) even though the matter is submitted to a vote of
the holders of shares of beneficial interest in the Trust other than Class
F shares;
2
<PAGE>
(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust relating to
said agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Trust, Class F shares (excluding shares designated as
a series of such class) shall not be entitled to vote, except where
otherwise required by law or permitted by the Board of Trustees of the
Trust, and except that if said matter affects Class F shares such shares
shall be entitled to vote, and in such case Class F shares shall be voted
in the aggregate together with all other shares of beneficial interest in
the Trust voting on the matter and not by class or series except where
otherwise required by law or permitted by the Board of Trustees; and
(c) Except to the extent required by law or permitted by the Board
of Trustees consistent with these resolutions, no Class F-Special Series 1
share shall be entitled to vote on the matters described in subparagraphs
(a) or (b) above.
2. Creation of Class G Shares and Class G-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust of the
Trust, an unlimited number of authorized, unissued and unclassified shares of
beneficial interest in the Trust (no par value) be, and hereby are, divided into
and classified and designated as Class G shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby are,
divided into and classified as a separate, special series of Class G shares of
beneficial interest in the Trust, said series to be designated as Class
G-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class G shares and Class G-Special Series 1 shares shall be
invested and reinvested with the consideration received by the Trust for the
issue and sale of all other shares of beneficial interest in the Trust now or
hereafter designated as Class G shares of beneficial interest (irrespective of
whether said shares have been designated as part of a series of said class and,
if so designated as part of a series, irrespective of the particular series
designation), together with all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation thereof,
any funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, and any general assets of the Trust allocated to Class G
shares, Class G-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, and each Class G
share and Class G-Special Series 1 share shall share equally with each such
other share in such consideration and other 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;
3
<PAGE>
FURTHER RESOLVED, that each Class G share and each Class G-Special Series
1 share shall be charged equally with each other share of beneficial interest in
the Trust now or hereafter designated as a Class G share of beneficial interest
(irrespective of whether said share has been designated as part of a series of
said class and, if so designated as part of a series, irrespective of the
particular series designation) with the expenses and liabilities of the Trust in
respect of Class G shares, Class G-Special Series 1 shares or such other shares
and in respect of any general expenses and liabilities of the Trust allocated to
Class G shares, Class G-Special Series 1 shares or such other shares by the
Board of Trustees in accordance with the Trust's Declaration of Trust, except
that to the extent permitted by rule or order of the Securities and Exchange
Commission:
(a) Class G shares shall bear all expenses and liabilities of
payments to institutions under any agreements entered into by or on behalf
of the Trust which provide for services by the institutions to their
customers who beneficially own such shares but do not provide for services
to any beneficial owners of Class G-Special Series 1 shares or any other
shares hereafter designated as a series of such class;
(b) Class G shares shall not bear the expenses and liabilities of
payments to institutions under any agreements entered into by or on behalf
of the Trust which provide for services by the institutions to their
customers who beneficially own shares designated as a series of Class G
shares but do not provide for services to any beneficial owners of Class G
shares; and
(c) No Class G-Special Series 1 share shall bear the expenses and
liabilities described in subparagraphs (a) or (b) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class G share and each Class G-Special Series 1 share shall
have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of redemption
as set forth in the Declaration of Trust and shall also have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each other
share of beneficial interest in the Trust now or hereafter designated as a Class
G share of beneficial interest (irrespective of whether said share has been
designated as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange Commission:
(a) on any matter that pertains to the agreements or expenses and
liabilities describe in clause (a) of the immediately preceding resolution
(or to any plan or other document adopted by the Trust relating to said
agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Trust, only Class G shares (excluding shares
designated as a series of such class) shall be entitled to vote, except
that: (i) if said matter affects shares of beneficial interest in the
Trust other than Class G shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class G shares shall be voted in the aggregate together with such other
affected shares and not by class or series except where otherwise required
by law or permitted by the Board of Trustees of the Trust; and (ii) if
said matter does not affect Class G shares said shares shall not be
entitled to vote (except where otherwise required by law or permitted by
the Board of Trustees) even though the matter is submitted to a vote of
the holders of shares of beneficial interest in the Trust other than Class
G shares;
4
<PAGE>
(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust relating to
said agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Trust, Class G shares (excluding shares designated as
a series of such class) shall not be entitled to vote, except where
otherwise required by law or permitted by the Board of Trustees of the
Trust, and except that if said matter affects Class G shares such shares
shall be entitled to vote, and in such case Class G shares shall be voted
in the aggregate together with all other shares of beneficial interest in
the Trust voting on the matter and not by class or series except where
otherwise required by law or permitted by the Board of Trustees; and
(c) Except to the extent required by law or permitted by the Board
of Trustees consistent with these resolutions, no Class G-Special Series 1
share shall be entitled to vote on the matters described in subparagraphs
(a) or (b) above.
3. Creation of Class H Shares and Class H-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby are,
divided into and classified and designated as Class H shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby are,
divided into and classified as a separate, special series of Class H shares of
beneficial interest in the Trust, said series to be designated as Class
H-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class H shares and Class H-Special Series 1 shares shall be
invested and reinvested with the consideration received by the Trust for the
issue and sale of all other shares of beneficial interest in the Trust now or
hereafter designated as Class H shares of beneficial interest (irrespective of
whether said shares have been designated as part of a series of said class and,
if so designated as part of a series, irrespective of the particular series
designation), together with all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation thereof,
any funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, and any general assets of the Trust allocated to Class H
shares, Class H-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, and each Class H
share and Class H-Special Series 1 share shall share equally with each such
other share in such consideration and other 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;
5
<PAGE>
FURTHER RESOLVED, that each Class H share and each Class H-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class H share of
beneficial interest (irrespective of whether said share has been designated as
part of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class H shares, Class H-Special Series 1
shares or such other shares and in respect of any general expenses and
liabilities of the Trust allocated to Class H shares, Class H-Special Series 1
shares or such other shares by the Board of Trustees in accordance with the
Trust's Declaration of Trust, except that to the extent permitted by rule or
order of the Securities and Exchange Commission:
(a) Class H shares shall bear all expenses and liabilities of
payments to institutions under any agreements entered into by or on behalf
of the Trust which provide for services by the institutions to their
customers who beneficially own such shares but do not provide for services
to any beneficial owners of Class H-Special Series 1 shares or any other
shares hereafter designated as a series of such class;
(b) Class H shares shall not bear the expenses and liabilities of
payments to institutions under any agreements entered into by or on behalf
of the Trust which provide for services by the institutions to their
customers who beneficially own shares designated as a series of Class H
shares but do not provide for services to any beneficial owners of Class H
shares; and
(c) No Class H-Special Series 1 share shall bear the expenses and
liabilities described in subparagraphs (a) or (b) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class H share and each Class H-Special Series 1 share shall
have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of redemption
as set forth in the Declaration of Trust and shall also have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each other
share of beneficial interest in the Trust now or hereafter designated as a Class
H share of beneficial interest (irrespective of whether said share has been
designated as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange Commission:
6
<PAGE>
(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust relating
to said agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Trust, only Class H shares (excluding shares
designated as a series of such class) shall be entitled to vote, except
that: (i) if said matter affects shares of beneficial interest in the
Trust other than Class H shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class H shares shall be voted in the aggregate together with such other
affected shares and not by class or series except where otherwise required
by law or permitted by the Board of Trustees of the Trust; and (ii) if
said matter does not affect Class H shares said shares shall not be
entitled to vote (except where otherwise required by law or permitted by
the Board of Trustees) even though the matter is submitted to a vote of
the holders of shares of beneficial interest in the Trust other than Class
H shares;
(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust relating to
said agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Trust, Class H shares (excluding shares designated as
a series of such class) shall not be entitled to vote, except where
otherwise required by law or permitted by the Board of Trustees of the
Trust, and except that if said matter affects Class H shares such shares
shall be entitled to vote, and in such case Class H shares shall be voted
in the aggregate together with all other shares of beneficial interest in
the Trust voting on the matter and not by class or series except where
otherwise required by law or permitted by the Board of Trustees; and
(c) Except to the extent required by law or permitted by the Board
of Trustees consistent with these resolutions, no Class H-Special Series 1
share shall be entitled to vote on the matters described in subparagraphs
(a) or (b) above.
4. Implementation of Resolutions.
FURTHER RESOLVED, that the officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, seal and deliver any and
all documents, instruments, papers and writings, included but not limited to any
instrument to be filed with the State Secretary of the Commonwealth of
Massachusetts or the Boston City Clerk, and to do any and all other acts, in the
name of the Trust and on its behalf, as may be necessary or desirable in
connection with or in furtherance of the foregoing resolutions creating new
classes of shares.
7
<PAGE>
The foregoing resolutions remain in full force and effect as of the
date hereof.
Dated: September 13, 1989 /s / W. Bruce McConnel
-----------------------------
W. Bruce McConnel, III
Subscribed & Sworn to before me this Secretary
15th day of September, 1989
/s/ Annamarie F. Angelo
- -----------------------------
Notary Public
My commission expires: 11/17/89
8
EX-99.B1(e)
MARKETMASTER TRUST
(A Massachusetts Business Trust)
CERTIFICATE: CLASSIFICATION OF SHARES
The undersigned, Secretary of MarketMaster Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
resolutions at a meeting held on May 16, 1990:
Creation of Class I Shares and Class I-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified and designated as Class I shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and
unclassified shares of beneficial interest in the Trust (no par value) be,
and hereby are, divided into and classified as a separate, special series
of Class I shares of beneficial interest in the Trust, said series to be
designated as Class I-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class I shares and Class I-Special Series 1 shares
shall be invested and reinvested with the consideration received by the
Trust for the issue and sale of all other shares of beneficial interest in
the Trust now or hereafter designated as Class I shares of beneficial
interest (irrespective of whether said shares have been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class I
shares, Class I-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class I share and Class I-Special Series 1 share shall share in proportion
to their respective net asset values with each such other share in such
consideration and other 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;
<PAGE>
FURTHER RESOLVED, that each Class I share and each Class I-Special
Series 1 share shall be charged in proportion to their respective net
asset values with each other share of beneficial interest in the Trust now
or hereafter designated as a Class I share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class I shares, Class I-Special
Series 1 shares or such other shares and in respect of any general
expenses and liabilities of the Trust allocated to Class I shares, Class
I-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, except that to the
extent permitted by rule or order of the Securities and Exchange
Commission and as may be from time to time determined by the Board of
Trustees:
(a) only the Class I shares shall bear: (i) the expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions exclusively for their customers who beneficially own
such shares, and (ii) such other expenses and liabilities as the
Board of Trustees may from time to time determine are directly
attributable to such shares and which should therefore be borne
solely by Class I shares;
(b) only the Class I-Special Series 1 shares shall bear such
other expenses and liabilities as the Board of Trustees may from
time to time determine are directly attributable to such shares and
which should therefore be borne solely by Class I-Special Series 1
shares;
2
<PAGE>
(c) no Class I shares shall bear the expenses and liabilities
described in subparagraph (b) above; and
(d) no Class I-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (a) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class I share and each Class I-Special Series 1 share
shall have all the preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as each other share of beneficial interest in the
Trust now or hereafter designated as a Class I share of beneficial
interest (irrespective of whether said share has been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange
Commission on any matter that pertains to the agreements or expenses and
liabilities described in clause (a)(i) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust relating
to said agreements, expenses, or liabilities) and is submitted to a vote
of shareholders of the Trust, only Class I shares (excluding shares
designated as a series of such class) shall be entitled to vote, except
that: (i) if said matter affects shares of beneficial interest in the
Trust other than said Class I shares, such other affected shares shall
also be entitled to vote, and in such case said Class I shares shall be
voted in the aggregate together with such other affected shares and not by
class or series except where otherwise required by law or permitted by the
Board of Trustees of the Trust; and (ii) if said matter does not affect
said Class I shares, said shares shall not be entitled to vote (except
where otherwise required by law or permitted by the Board of Trustees)
even though the matter is submitted to a vote of the holders of shares of
beneficial interest in the Trust other than said Class I shares.
FURTHER RESOLVED, that the officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, seal, and deliver any
and all documents, instruments, papers, and writings, included but not
limited to any instrument to be filed with the State Secretary of the
Commonwealth of Massachusetts or the Boston City Clerk, and to do any and
all other acts, including but not limited to changing the foregoing
resolutions upon advise of Trust counsel prior to filing said any and all
documents, instruments, papers, and writings, in the name of the Trust and
on its behalf, as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions such determination to be
conclusively evidenced by said officer taking any such actions.
3
<PAGE>
The foregoing resolutions remain in full force and effect as of the
date hereof.
Dated: August 24, 1990
/s/ W. Bruce McConnell
------------------------------
W. Bruce McConnell, III
Secretary
Subscribed and sworn to before me this 24th day of August, 1990.
/s/ Judi Cosmi
---------------
Notary Public or Commissioner of Deeds
My Commission Expires: 11/25/91
4
EX-99.B1(f)
MARKETMASTER TRUST
(A Massachusetts Business Trust)
CERTIFICATE AND AMENDMENT TO
DECLARATION OF TRUST DATED
MAY 6, 1985, AS AMENDED
The undersigned, Secretary of MarketMaster Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
resolutions at a meeting held on October 9, 1990, or by a consent dated November
26, 1990:
Creation of Class J Shares and Class J-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified and designated as Class J shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and
unclassified shares of beneficial interest in the Trust (no par value) be,
and hereby are, divided into and classified as a separate, special series
of Class J shares of beneficial interest in the Trust, said series to be
designated as Class J-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class J shares and Class J-Special Series 1 shares
shall be invested and reinvested with the consideration received by the
Trust for the issue and sale of all other shares of beneficial interest in
the Trust now or hereafter designated as Class J shares of beneficial
interest (irrespective of whether said shares have been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class J
shares, Class J-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class J share and Class J-Special Series 1 share shall share in proportion
to their respective net asset values with each such other share in such
consideration and other 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;
<PAGE>
FURTHER RESOLVED, that each Class J share and each Class J-Special
Series 1 share shall be charged in proportion to their respective net
asset values with each other share of beneficial interest in the Trust now
or hereafter designated as a Class J share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class J shares, Class J-Special
Series 1 shares or such other shares and in respect of any general
expenses and liabilities of the Trust allocated to Class J shares, Class
J-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, except that to the
extent permitted by rule or order of the SEC and as may be from time to
time determined by the Board of Trustees:
(a) only the Class J shares shall bear: (i) the expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions exclusively for their customers who beneficially own such
shares, and (ii) such other expenses and liabilities as the Board of
Trustees may from time to time determine are directly attributable to
such shares and which should therefore be borne solely by Class J
shares;
(b) only the Class J-Special Series 1 shares shall bear such other
expenses and liabilities as the Board of Trustees may from time to time
determine are directly attributable to such shares and which should
therefore be borne solely by Class J-Special Series 1 shares;
(c) no Class J shares shall bear the expenses and liabilities
described in subparagraph (b) above; and
(d) no Class J-Special Series 1 shares shall bear the expenses and
liabilities described in subparagraph (a) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class J share and each Class J-Special Series 1 share
shall have all the preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as each other share of beneficial interest in the
Trust now or hereafter designated as a Class J share of beneficial
interest (irrespective of whether said share has been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), except that to the
extent permitted by rule or order of the SEC on any matter that pertains
to the agreements or expenses and liabilities described in clause (a)(i)
of the immediately preceding resolution (or to any plan or other document
adopted by the Trust relating to said agreements, expenses, or
liabilities) and is submitted to a vote of shareholders of the Trust, only
Class J shares (excluding shares designated as a series of such class)
shall be entitled to vote, except that: (i) if said matter affects shares
of beneficial interest in the Trust other than said Class J shares, such
other affected shares shall also be entitled to vote, and in such case
said Class J shares shall be voted in the aggregate together with such
other affected shares and not by class or series except where otherwise
required by law or permitted by the Board of Trustees of the Trust; and
(ii) if said matter does not affect said Class J shares, said shares shall
not be entitled to vote (except where otherwise required by law or
permitted by the Board of Trustees) even though the matter is submitted to
a vote of the holders of shares of beneficial interest in the Trust other
than said Class J shares.
2
<PAGE>
FURTHER RESOLVED, that the officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, seal, and deliver any
and all documents, instruments, papers, and writings, included but not
limited to any instrument to be filed with the State Secretary of the
Commonwealth of Massachusetts or the Boston City Clerk, and to do any and
all other acts, including but not limited to changing the foregoing
resolutions upon advise of Trust counsel prior to filing said any and all
documents, instruments, papers, and writings, in the name of the Trust and
on its behalf, as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions such determination to be
conclusively evidenced by said officer taking any such actions.
Creation of Class K Shares and Class K-Special Series 1 Shares:
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified and designated as Class K shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and
unclassified shares of beneficial interest in the Trust (no par value) be,
and hereby are, divided into and classified as a separate, special series
of Class K shares of beneficial interest in the Trust, said series to be
designated as Class K-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class K shares and Class K-Special Series 1 shares
shall be invested and reinvested with the consideration received by the
Trust for the issue and sale of all other shares of beneficial interest in
the Trust now or hereafter designated as Class K shares of beneficial
interest (irrespective of whether said shares have been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class K
shares, Class K-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class K share and Class K-Special Series 1 share shall share in proportion
to their respective net asset values with each such other share in such
consideration and other 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;
3
<PAGE>
FURTHER RESOLVED, that each Class K share and each Class K-Special
Series 1 share shall be charged in proportion to their respective net
asset values with each other share of beneficial interest in the Trust now
or hereafter designated as a Class K share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class K shares, Class K-Special
Series 1 shares or such other shares and in respect of any general
expenses and liabilities of the Trust allocated to Class K shares, Class
K-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, except that to the
extent permitted by rule or order of the SEC and as may be from time to
time determined by the Board of Trustees:
(a) only the Class K shares shall bear: (i) the expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions exclusively for their customers who beneficially own such
shares, and (ii) such other expenses and liabilities as the Board of
Trustees may from time to time determine are directly attributable to
such shares and which should therefrom be borne solely by Class K
shares;
(b) only the Class K-Special Series 1 shares shall bear such other
expenses and liabilities as the Board of Trustees may from time to time
determine are directly attributable to such shares and which should
therefore be borne solely by Class K-Special Series 1 shares;
(c) no Class K shares shall bear the expenses and liabilities
described in subparagraph (b) above; and
(d) no Class K-Special Series 1 shares shall bear the expenses and
liabilities described in subparagraph (a) above.
4
<PAGE>
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class K share and each Class K-Special Series 1 share
shall have all the preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as each other share of beneficial interest in the
Trust now or hereafter designated as a Class K share of beneficial
interest (irrespective of whether said share has been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), except that to the
extent permitted by rule or order of the SEC on any matter that pertains
to the agreements or expenses and liabilities described in clause (a)(i)
of the immediately preceding resolution (or to any plan or other document
adopted by the Trust relating to said agreements, expenses, or
liabilities) and is submitted to a vote of shareholders of the Trust, only
Class K shares (excluding shares designated as a series of such class)
shall be entitled to vote, except that: (i) if said matter affects shares
of beneficial interest in the Trust other than said Class K shares, such
other affected shares shall also be entitled to vote, and in such case
said Class K shares shall be voted in the aggregate together with such
other affected shares and not by class or series except where otherwise
required by law or permitted by the Board of Trustees of the Trust; and
(ii) if said matter does not affect said Class K shares, said shares shall
not be entitled to vote (except where otherwise required by law or
permitted by the Board of Trustees) even though the matter is submitted to
a vote of the holders of shares of beneficial interest in the Trust other
than said Class K shares.
FURTHER RESOLVED, that the officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, seal, and deliver any
and all documents, instruments, papers, and writings, included but not
limited to any instrument to be filed with the State Secretary of the
Commonwealth of Massachusetts or the Boston City Clerk, and to do any and
all other acts, including but not limited to changing the foregoing
resolutions upon advise of Trust counsel prior to filing said any and all
documents, instruments, papers, and writings, in the name of the Trust and
on its behalf, as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions such determination to be
conclusively evidenced by said officer taking any such actions.
Creation of Class A-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified as a separate, special series of Class A
shares of beneficial interest in the Trust, said series to be designated
as Class A-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class A-Special Series 1 shares shall be invested and
reinvested with the consideration received by the Trust for the issue and
sale of all other shares of beneficial interest in the Trust now or
hereafter designated as Class A shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class
A-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, and each Class A-Special
Series 1 share shall share equally with each such other share in such
consideration and other 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;
5
<PAGE>
FURTHER RESOLVED, that each Class A-Special Series 1 share shall be
charged equally with each other share of beneficial interest in the Trust
now or hereafter designated as a Class A share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class A-Special Series 1 shares or
such other shares and in respect of any general expenses and liabilities
of the Trust allocated to Class A-Special Series 1 shares or such other
shares by the Board of Trustees in accordance with the Trust's Declaration
of Trust, except that to the extent permitted by rule or order of the SEC
and as may be from time to time determined by the Board of Trustees:
(a) only the Class A-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares, and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class A-Special Series 1 shares; and
(b) no Class A shares shall bear the expenses and liabilities
described in subparagraph (a) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class A-Special Series 1 share shall have all the
preferences, conversion, and other rights, voting powers, restrictions,
limitations, qualifications, and terms and conditions of redemption as set
forth in the Declaration of Trust and shall also have the same
preferences, conversion, and other rights, voting powers, restrictions,
limitations, qualifications, and terms and conditions of redemption as
each other share of beneficial interest in the Trust now or hereafter
designated as a Class A share of beneficial interest (irrespective of
whether said share has been designated as part of a series of said class
and, if so designated as part of a series, irrespective of the particular
series designation), except that to the extent permitted by rule or order
of the SEC on any matter that pertains to the agreements or expenses and
liabilities described in clause (a)(i) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust relating
to said agreements, expenses, or liabilities) and is submitted to a vote
of shareholders of the Trust, only Class A-Special Series 1 shares
(excluding shares not so designated as a series of such class) shall be
entitled to vote, except that: (i) if said matter affects shares of
beneficial interest in the Trust other than said Class A-Special Series 1
shares, such other affected shares shall also be entitled to vote, and in
such case said Class A-Special Series 1 shares shall be voted in the
aggregate together with such other affected shares and not by class or
series except where otherwise required by law or permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect said Class
A-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders of
shares of beneficial interest in the Trust other than said Class A-Special
Series 1 shares.
6
<PAGE>
FURTHER RESOLVED, that the officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, seal, and deliver any
and all documents, instruments, papers, and writings, including but not
limited to any instrument to be filed with the State Secretary of the
Commonwealth of Massachusetts or the Boston City Clerk, and to do any and
all other acts, including but not limited to changing the foregoing
resolutions upon advise of Trust counsel prior to filing said any and all
documents, instruments, papers, and writings, in the name of the Trust and
on its behalf, as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions such determination to be
conclusively evidenced by said officer taking any such actions.
Creation of Class B-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified as a separate, special series of Class B
shares of beneficial interest in the Trust, said series to be designated
as Class B-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class B-Special Series 1 shares shall be invested and
reinvested with the consideration received by the Trust for the issue and
sale of all other shares of beneficial interest in the Trust now or
hereafter designated as Class B shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class
B-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, and each Class B-Special
Series 1 share shall share equally with each such other share in such
consideration and other 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;
7
<PAGE>
FURTHER RESOLVED, that each Class B-Special Series 1 share shall be
charged equally with each other share of beneficial interest in the Trust
now or hereafter designated as a Class B share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class B-Special Series 1 shares or
such other shares and in respect of any general expenses and liabilities
of the Trust allocated to Class B-Special Series 1 shares or such other
shares by the Board of Trustees in accordance with the Trust's Declaration
of Trust, except that to the extent permitted by rule or order of the SEC
and as may be from time to time determined by the Board of Trustees:
(a) only the Class B-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares, and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class B-Special Series 1 shares; and
(b) no Class B shares shall bear the expenses and liabilities
described in subparagraph (a) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class B-Special Series 1 share shall have all the
preferences, conversion, and other rights, voting powers, restrictions,
limitations, qualifications, and terms and conditions of redemption as set
forth in the Declaration of Trust and shall also have the same
preferences, conversion, and other rights, voting powers, restrictions,
limitations, qualifications, and terms and conditions of redemption as
each other share of beneficial interest in the Trust now or hereafter
designated as a Class B share of beneficial interest (irrespective of
whether said share has been designated as part of a series of said class
and, if so designated as part of a series, irrespective of the particular
series designation), except that to the extent permitted by rule or order
of the SEC on any matter that pertains to the agreements or expenses and
liabilities described in clause (a)(i) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust relating
to said agreements, expenses, or liabilities) and is submitted to a vote
of shareholders of the Trust, only Class B-Special Series 1 shares
(excluding shares no so designated as a series of such class) shall be
entitled to vote, except that: (i) if said matter affects shares of
beneficial interest in the Trust other than said Class B-Special Series 1
shares, such other affected shares shall also be entitled to vote, and in
such case said Class B-Special Series 1 shares shall be voted in the
aggregate together with such other affected shares and not by class or
series except where otherwise required by law or permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect said Class
B-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders of
shares of beneficial interest in the Trust other than said Class B-Special
Series 1 shares.
8
<PAGE>
FURTHER RESOLVED, that the officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, seal, and deliver any
and all documents, instruments, papers, and writings, including but not
limited to any instrument to be filed with the State Secretary of the
Commonwealth of Massachusetts or the Boston City Clerk, and to do any and
all other acts, including but not limited to changing the foregoing
resolutions upon advise of Trust counsel prior to filing said any and all
documents, instruments, papers, and writings, in the name of the Trust and
on its behalf, as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions such determination to be
conclusively evidenced by said officer taking any such actions.
Creation of Class C-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified as a separate, special series of Class C
shares of beneficial interest in the Trust, said series to be designated
as Class C-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class C-Special Series 1 shares shall be invested and
reinvested with the consideration received by the Trust for the issue and
sale of all other shares of beneficial interest in the Trust now or
hereafter designated as Class C shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class
C-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, and each Class C-Special
Series 1 share shall share equally with each such other share in such
consideration and other 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;
9
<PAGE>
FURTHER RESOLVED, that each Class C-Special Series 1 share shall be
charged equally with each other share of beneficial interest in the Trust
now or hereafter designated as a Class C share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class C-Special Series 1 shares or
such other shares and in respect of any general expenses and liabilities
of the Trust allocated to Class C-Special Series 1 shares or such other
shares by the Board of Trustees in accordance with the Trust's Declaration
of Trust, except that to the extent permitted by rule or order of the SEC
and as may be from time to time determined by the Board of Trustees:
(a) only the Class C-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares, and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class C-Special Series 1 shares;
(b) no Class C shares shall bear the expenses and liabilities
described in subparagraph (a) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class C-Special Series 1 share shall have all the
preferences, conversion, and other rights, voting powers, restrictions,
limitations, qualifications, and terms and conditions of redemption as set
forth in the Declaration of Trust and shall also have the same
preferences, conversion, and other rights, voting powers, restrictions,
limitations, qualifications, and terms and conditions of redemption as
each other share of beneficial interest in the Trust now or hereafter
designated as a Class C share of beneficial interest (irrespective of
whether said share has been designated as part of a series of said class
and, if so designated as part of a series, irrespective of the particular
series designation), except that to the extent permitted by rule or order
of the SEC on any matter that pertains to the agreements or expenses and
liabilities described in clause (a)(i) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust relating
to said agreements, expenses, or liabilities) and is submitted to a vote
of shareholders of the Trust, only Class C-Special Series 1 shares
(excluding shares not so designated as a series of such class) shall be
entitled to vote, except that: (i) if said matter affects shares of
beneficial interest in the Trust other than said Class C-Special Series 1
shares, such other affected shares shall also be entitled to vote, and in
such case said Class C-Special Series 1 shares shall be voted in the
aggregate together with such other affected shares and not by class or
series except where otherwise required by law or permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect said Class
C-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders of
shares of beneficial interest in the Trust other than said Class C-Special
Series 1 shares.
10
<PAGE>
FURTHER RESOLVED, that the officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, seal, and deliver any
and all documents, instruments, papers, and writings, including but not
limited to any instrument to be filed with the State Secretary of the
Commonwealth of Massachusetts or the Boston City Clerk, and to do any and
all other acts, including but not limited to changing the foregoing
resolutions upon advise of Trust counsel prior to filing said any and all
documents, instruments, papers, and writings, in the name of the Trust and
on its behalf, as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions such determination to be
conclusively evidenced by said officer taking any such actions.
Amended and Restated Share Resolutions.
RESOLVED, that pursuant to Section 10.9 of the Declaration of Trust
of the Trust, the Trustees may amend such Declaration without a vote of
shareholders to cure any error or ambiguity or if they deem it necessary
to conform such Declaration to the requirements of applicable state or
federal laws or regulations;
FURTHER RESOLVED, that since the Securities and Exchange Commission
(the "Commission") issued an Order granting the Trust exemptive relief and
conditioned such relief, in part, on each class of shares in the Trust's
non-money market portfolios sharing the assets and liabilities of such
portfolios in proportion to each such class's respective net asset value,
the following resolutions be, and hereby are, amended and restated in
their entirety to conform to the Commission's requirement:
Class F Shares and Class F-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified and designated as Class F shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and
unclassified shares of beneficial interest in the Trust (no par value) be,
and hereby are, divided into and classified as a separate, special series
of Class F shares of beneficial interest in the Trust, said series to be
designated as Class F-Special Series 1;
11
<PAGE>
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class F shares and Class F-Special Series 1 shares
shall be invested and reinvested with the consideration received by the
Trust for the issue and sale of all other shares of beneficial interest in
the Trust now or hereafter designated as Class F shares of beneficial
interest (irrespective of whether said shares have been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class F
shares, Class F-Special Series 1 shares, or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class F share and Class F-Special Series 1 share shall share in proportion
to their respective net asset values with each such other share in such
consideration and other 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;
FURTHER RESOLVED, that each Class F share and each Class F-Special
Series 1 share shall be charged in proportion to their respective net
asset values with each other share of beneficial interest in the Trust now
or hereafter designated as a Class F share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class F shares, Class F-Special
Series 1 shares or such other shares and in respect of any general
expenses and liabilities of the Trust allocated to Class F shares, Class
F-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, except that to the
extent permitted by rule or order of the Securities and Exchange
Commission:
(a) Class F shares shall bear all expenses and liabilities of
payments to institutions under any agreements entered into by or on
behalf of the Trust which provide for services by the institutions to
their customers who beneficially own such shares but do not provide for
services to any beneficial owners of Class F-Special Series 1 shares or
any other shares hereafter designated as a series of such class;
(b) Class F shares shall not bear the expenses and liabilities of
payments to institutions under any agreements entered into by or on
behalf of the Trust which provide for services by the institutions to
their customers who beneficially own shares designated as a series of
Class F shares but do not provide for services to any beneficial owners
of Class F shares; and
(c) No Class F-Special Series 1 share shall bear the expenses and
liabilities described in subparagraphs (a) or (b) above.
12
<PAGE>
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class F share and each Class F-Special Series 1 share
shall have all the preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as each other share of beneficial interest in the
Trust now or hereafter designated as a Class F share of beneficial
interest (irrespective of whether said share has been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange
Commission:
(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust
relating to said agreements, expenses, or liabilities) and is submitted
to a vote of shareholders of the Trust, only Class F shares (excluding
shares designated as a series of such class) shall be entitled to vote,
except that: (i) if said matter affects shares of beneficial interest
in the Trust other than Class F shares, such other affected shares of
beneficial interest in the Trust shall also be entitled to vote, and in
such case Class F shares shall be voted in the aggregate together with
such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class F shares, said
shares shall not be entitled to vote (except where otherwise required
by law or permitted by the Board of Trustees) even though the matter is
submitted to a vote of the holders of shares of beneficial interest in
the Trust other than Class F shares;
(b) on any matter that pertains to the agreement or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust relating
to said agreements, expenses, or liabilities) and is submitted to a
vote of shareholders of the Trust, Class F shares (excluding shares
designated as a series of such class) shall not be entitled to vote,
except where otherwise required by law or permitted by the Board of
Trustees of the Trust, and except that if said matter affects Class F
shares, such shares shall be entitled to vote, and in such case Class F
shares shall be voted in the aggregate together with all other shares
of beneficial interest in the Trust voting on the matter and not by
class or series except where otherwise required by law or permitted by
the Board of Trustees; and
(c) Except to the extent required by law or permitted by the Board
of Trustees consistent with these resolutions, no Class F-Special
Series 1 share shall be entitled to vote on the matters described in
subparagraphs (a) or (b) above.
13
<PAGE>
Class G Shares and Class G-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified and designated as Class G shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and
unclassified shares of beneficial interest in the Trust (no par value) be,
and hereby are, dividend into and classified as a separate, special series
of Class G shares of beneficial interest in the Trust, said series to be
designated as Class G-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class G shares and Class G-Special Series 1 shares
shall be invested and reinvested with the consideration received by the
Trust for the issue and sale of all other shares of beneficial interest in
the Trust now or hereafter designated as Class G shares of beneficial
interest (irrespective of whether said shares have been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class G
shares, Class G-Special Series 1 shares, or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class G share and Class G-Special Series 1 share shall share in proportion
to their respective net asset values with each such other share in such
consideration and other 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;
FURTHER RESOLVED, that each Class G share and each Class G-Special
Series 1 share shall be charged in proportion to their respective net
asset values with each other share of beneficial interest in the Trust now
or hereafter designated as a Class G share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class G shares, Class G-Special
Series 1 shares or such other shares and in respect of any general
expenses and liabilities of the Trust allocated to Class G shares, Class
G-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, except that to the
extent permitted by rule or order of the Securities and Exchange
Commission:
14
<PAGE>
(a) Class G shares shall bear all expenses and liabilities of
payments to institutions under any agreements entered into by or on
behalf of the Trust which provide for services by the institutions to
their customers who beneficially own such shares but do not provide for
services to any beneficial owners of Class G-Special Series 1 shares or
any other shares hereafter designated as a series of such class;
(b) Class G shares shall not bear the expenses and liabilities of
payments to institutions under any agreements entered into by or on
behalf of the Trust which provide for services by the institutions to
their customers who beneficially own shares designated as a series of
Class G shares but do not provide for services to any beneficial owners
of Class G shares; and
(c) No Class G-Special Series 1 share shall bear the expenses and
liabilities described in subparagraphs (a) or (b) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class G share and each Class G-Special Series 1 share
shall have all the preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as each other share of beneficial interest in the
trust now or hereafter designated as a Class G share of beneficial
interest (irrespective of whether said share has been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange
Commission:
(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust
relating to said agreements, expenses, or liabilities) and is submitted
to a vote of shareholders of the Trust, only Class G shares (excluding
shares designated as a series of such class) shall be entitled to vote,
except that: (i) if said matter affects shares of beneficial interest
in the Trust other than Class G shares, such other affected shares of
beneficial interest in the Trust shall also be entitled to vote, and in
such case Class G shares shall be voted in the aggregate together with
such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class G shares, said
shares shall not be entitled to vote (except where otherwise required
by law or permitted by the Board of Trustees) even though the matter is
submitted to a vote of the holders of shares of beneficial interest in
the Trust other than Class G shares;
(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust relating
to said agreements, expenses or liabilities) and is submitted to a vote
of shareholders of the Trust, Class G shares (excluding shares
designated as a series of such class) shall not be entitled to vote,
except where otherwise required by law or permitted by the Board of
Trustees of the Trust, and except that if said matter affects Class G
shares, such shares shall be entitled to vote, and in such case Class G
shares shall be voted in the aggregate together with all other shares
of beneficial interest in the Trust voting on the matter and not by
class or series except where otherwise required by law or permitted by
the Board of Trustees; and
15
<PAGE>
(c) Except to the extent required by law or permitted by the Board
of Trustees consistent with these resolutions, no Class G-Special
Series 1 share shall be entitled to vote on the matters described in
subparagraphs (a) or (b) above.
Class H Shares and Class H-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into and classified and designated as Class H shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and
unclassified shares of beneficial interest in the Trust (no par value) be,
and hereby are, divided into and classified as a separate, special series
of Class H shares of beneficial interest in the Trust, said series to be
designated as Class H-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class H shares and Class H-Special Series 1 shares
shall be invested and reinvested with the consideration received by the
Trust for the issue and sale of all other shares of beneficial interest in
the Trust now or hereafter designated as Class H shares of beneficial
interest (irrespective of whether said shares have been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class H
shares, Class H-Special Series 1 shares, or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class H share and Class H-Special Series 1 share shall share in proportion
to their respective net asset values with each such other share in such
consideration and other assets, income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange, or
liquidation thereof, any assets derived from any reinvestment of such
proceeds in whatever form;
16
<PAGE>
FURTHER RESOLVED, that each Class H share and each Class H-Special
Series 1 share shall be charged in proportion to their respective net
asset values with each other share of beneficial interest in the Trust now
or hereafter designated as a Class H share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class H shares, Class H-Special
Series 1 shares or such other shares and in respect of any general
expenses and liabilities of the Trust allocated to Class H shares, Class
H-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, except that to the
extent permitted by rule or order of the Securities and Exchange
Commission:
(a) Class H shares shall bear all expenses and liabilities of
payments to institutions under any agreements entered into by or on
behalf of the Trust which provide for services by the institutions to
their customers who beneficially own such shares but do not provide for
services to any beneficial owners of Class H-Special Series 1 shares or
any other shares hereafter designated as a series of such class;
(b) Class H shares shall not bear the expenses and liabilities of
payments to institutions under any agreements entered into by or on
behalf of the Trust which provide for services by the institutions to
their customers who beneficially own shares designated as a series of
Class H shares but do not provide for services to any beneficial owners
of Class H shares; and
(c) No Class H-Special Series 1 share shall bear the expenses and
liabilities described in sub-paragraphs (a) or (b) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class H share and each Class H-Special Series 1 share
shall have all the preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as each other share of beneficial interest in the
Trust now or hereafter designated as a Class H share of beneficial
interest (irrespective of whether said share has been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange
Commission:
17
<PAGE>
(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust
relating to said agreements, expenses, or liabilities) and is submitted
to a vote of shareholders of the Trust, only Class H shares (excluding
shares designated as a series of such class) shall be entitled to vote,
except that: (i) if said matter affects shares of beneficial interest
in the Trust other than Class H shares, such other affected shares of
beneficial interest in the Trust shall also be entitled to vote, and in
such case Class H shares shall be voted in the aggregate together with
such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class H shares, said
shares shall not be entitled to vote (except where otherwise required
by law or permitted by the Board of Trustees) even though the matter is
submitted to a vote of the holders of shares of beneficial interest in
the Trust other than Class H shares;
(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust relating
to said agreements, expenses, or liabilities) and is submitted to a
vote of shareholders of the Trust, Class H shares (excluding shares
designated as a series of such class) shall not be entitled to vote,
except where otherwise required by law or permitted by the Board of
Trustees of the Trust, and except that if said matter affects Class H
shares, such shares shall be entitled to vote, and in such case Class H
shares shall be voted in the aggregate together with all other shares
of beneficial interest in the Trust voting on the matter and not by
class or series except where otherwise required by law or permitted by
the Board of Trustees; and
(c) Except to the extent required by law or permitted by the Board
of Trustees consistent with these resolutions, no Class H-Special
Series 1 share shall be entitled to vote on the matters described in
subparagraphs (a) or (b) above.
The foregoing resolutions remain in full force and effect as of the
date hereof.
Dated: November 26, 1990 /s/ W. Bruce McConnel
----------------------------
W. Bruce McConnel, III
Secretary
Subscribed and sworn to before me this 26th day of November, 1990.
/s/ Irene G. Wilkins
- --------------------
Notary Public or Commissioner of Deeds
My Commission Expires: 12/21/92
18
EX-99.B1(g)
MARKETMASTER TRUST
(A Massachusetts Business Trust)
CERTIFICATE: CLASSIFICATION OF SHARES
The undersigned, Secretary of MarketMaster Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
resolutions at a meeting held on July 11, 1991:
Creation of Class L Shares and Class L-Special Series 1 Shares.
RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust
of the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, divided into the classified and designated as Class L shares;
FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and
unclassified shares of beneficial interest in the Trust (no par value) be,
and hereby are, divided into and classified as a separate, special series
of Class L shares of beneficial interest in the Trust, said series to be
designated as Class L-Special Series 1;
FURTHER RESOLVED, that all consideration received by the Trust for
the issue or sale of Class L shares and Class L-Special Series 1 shares
shall be invested and reinvested with the consideration received by the
Trust for the issue and sale of all other shares of beneficial interest in
the Trust now or hereafter designated as Class L shares of beneficial
interest (irrespective of whether said shares have been designated as part
of a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class L
shares, Class L-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class L share and Class L-Special Series 1 share shall share in proportion
to their respective net asset values with each such other share in such
consideration and other 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;
<PAGE>
FURTHER RESOLVED, that each Class L share and each Class L-Special
Series 1 share shall be charged in proportion to their respective net
asset values with each other share of beneficial interest in the Trust now
or hereafter designated as a Class L share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as a part of a series,
irrespective of the particular series designation) with the expenses and
liabilities of the Trust in respect of Class L shares, Class L-Special
Series 1 shares or such other shares and in respect of any general
expenses and liabilities of the Trust allocated to Class L shares, Class
L-Special Series 1 shares or such other shares by the Board of Trustees in
accordance with the Trust's Declaration of Trust, except that to the
extent permitted by rule or order of the Securities and Exchange
Commission and as may be from time to time determined by the Board of
Trustees:
(a) only the Class L shares shall bear: (i) the expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions exclusively for their customers who beneficially own
such shares, and (ii) such other expenses and liabilities as the
Board of Trustees may from time to time determine are directly
attributable to such shares and which should therefore be borne
solely by Class L shares;
(b) only the Class L-Special Series 1 shares shall bear such
other expenses and liabilities as the Board of Trustees may from
time to time determine are directly attributable to such shares and
which should therefore be borne solely by Class L-Special Series 1
shares;
2
<PAGE>
(c) no Class L shares shall bear the expenses and liabilities
described in subparagraph (b) above; and
(d) no Class L-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (a) above.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class L share and each Class L-Special Series 1 share
shall have all the preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion, and other rights, voting
powers, restrictions, limitations, qualifications, and terms and
conditions of redemption as each other share of beneficial interest in the
Trust now or hereafter designated as a Class L share of beneficial
interest (irrespective of whether said share has been designated as part
of a series of said class and if so designated as a part of a series,
irrespective of the particular designation), except that to the extent
permitted by rule or order of the SEC on any matter that pertains to the
agreements or expenses and liabilities described in clause (a)(i) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses, or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class L shares
(excluding shares designated as a series of such class) shall be entitled
to vote, except that: (i) if said matter affects shares of beneficial
interest in the Trust other than said Class L shares, such other affected
shares shall also be entitled to vote, and in such case said Class L
shares shall be voted in the aggregate together with such other affected
shares and not by class or series except where otherwise required by law
or permitted by the Board of Trustees of the Trust; and (ii) if said
matter does not affect said Class L shares, said shares shall not be
entitled to vote (except where otherwise required by law or permitted by
the Board of Trustees) even though the matter is submitted to a vote of
the holders of shares of beneficial interest in the Trust other than said
Class L shares.
FURTHER RESOLVED, that the officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, seal, and deliver any
and all documents, instruments, papers, and writings, included but not
limited to any instrument to be filed with the State Secretary of the
Commonwealth of Massachusetts or the Boston City Clerk, and to do any and
all other acts, including but not limited to changing the foregoing
resolutions upon advice of Trust counsel prior to filing said any and all
documents, instruments, papers, and writings, in the name of the Trust and
on its behalf, as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions such determination to be
conclusively evidenced by said officer taking any such actions.
3
<PAGE>
The foregoing resolutions remain in full force and effect as of the
date hereof.
Dated: July 18, 1991
/s/ W. Bruce McConnell
--------------------------
W. Bruce McConnell, III
Secretary
Subscribed and sworn to before me this 24th day of August, 1990.
/s/ Georgeanna Griffith
-----------------------
Notary Public or Commissioner of Deeds
My Commission Expires: 1/13/94
EX-99.B1(h)
MARKETMASTER TRUST
(A Massachusetts Business Trust)
AMENDMENT TO DECLARATION OF TRUST
dated May 6, 1985, as amended
Article X, Sections 10.9A and 10.9C of MarketMaster Trust's Declaration of
Trust dated as of May 6, 1985, as amended, (the "Declaration of Trust"),
provides that the Board of Trustees may amend the Declaration of Trust to change
the name of the Trust without a vote of Shareholders by an affirmative vote of a
majority of the Trustees;
The undersigned, Secretary of MarketMaster Trust (the "Trust"), hereby
certifies that the board of Trustees of the Trust duly adopted the following
votes at a meeting held January 24, 1992:
VOTED, that pursuant to the authorization described above, the Declaration
of Trust shall be amended in the following respect:
Article I of the Declaration of Trust is amended to change the name of the
Trust from "MarketMaster Trust" to "Nations Fund", and all other
appropriate references in the Declaration of Trust are amended to reflect
the fact that the name of the Trust is "Nations Fund"; and further
VOTED, that any officer of the Trust be, and each of them hereby is,
authorized to execute, seal and deliver any and all documents, instruments,
certificates, papers, and writings; to file the same with any public official
including, without limitation, the Secretary of The Commonwealth of
Massachusetts and the Boston City Clerk; and to do any and all other acts, in
the name of the Trust and on its behalf, as may be required or desirable in
connection with or in furtherance of the foregoing resolution; and further
VOTED, that the foregoing amendment to the Declaration of Trust shall be
effective upon the filing of an instrument containing the same with the
Secretary of The Commonwealth of Massachusetts and the Boston City Clerk; and
further
WITNESS my hand and seal this 25th day of March, 1992.
/s/ Patricia L. Bickimer
-------------------------
Patricia L. Bickimer
Secretary
EX-99.B1(i)
NATIONS FUND
(A Massachusetts Business Trust)
CERTIFICATE: CLASSIFICATION OF SHARES
The undersigned, Secretary of Nations Fund (the "Trust"), hereby certifies
that the Board of Trustees of the Trust duly adopted the following votes at a
meeting held on March 19, 1992:
WHEREAS, TBC Funds Distributor, Inc. (the "Distributor"), on behalf of
investment companies for which the Distributor acts or will act in the future as
principal underwriter, has received an order dated February 10, 1992, from the
Securities and Exchange Commission ("SEC") under Section 6(c) of the Investment
Company Act of 1940 (the "Act") granting an exemption from certain provisions of
Section 18(f)(1), 18(g) and 18(i) of the Act (the "Order") to permit the
implementation of a distribution structure based on the availability of multiple
classes of shares offered to various selected investor groups; and
WHEREAS, the Distributor has applied to the SEC for an amendment to the
Order in order to broaden the relief granted thereby, and anticipates receiving
the amended order (the "Amended Order") in April; and
WHEREAS, a multi-class distribution structure (the "Multi-Class
Distribution Structure") has been proposed, whereby the Trust would expand its
current and dual-class distribution system comprised of an Investor Class and a
Trust Class of each portfolio of the Trust (the "Funds") by adding an additional
Trust Class in each of the Money Market Fund, the Government Fund and the Tax
Exempt Fund (hereinafter collectively referred to as the "Money Market Funds")
and an additional Investor Class and an additional Trust Class in each of the
Value Fund, Equity Income Fund, Managed Bond Fund, Short-Intermediate Government
Fund, Municipal Income Fund, Georgia Municipal Bond Fund, Maryland Municipal
Bond Fund, South Carolina Municipal Bond Fund and the Virginia Municipal Bond
Fund (hereinafter collectively referred to as the "Non-Money Market Fund"); and
WHEREAS, the proposed Multi-Class Distribution Structure contemplates
further that: (i) the existing class of shares of each of the Funds known as
"Investor Shares" will be reclassified as that Fund's "Investor A Shares;" (ii)
the new class of Investor Shares of each Fund will be designated "Investor B
shares" (iii) the existing class of shares of each of the Funds known as "Trust
Shares" will be reclassified as that Fund's "Trust A Shares;" and (iv) the new
class of Trust Shares of each Fund will be designated "Trust B Shares" and
WHEREAS, the proposed Multi-Class Distribution Structure contemplates
further that each Fund name will be changed so that its is preceded by the word
"Nations;" and
WHEREAS, the proposed Multi-Class Distributor Structure contemplates
further that the name of the Equity Income Fund will be changed to the Income
Equity Fund; and
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WHEREAS, the Distributor has recommended that the above-referenced classes
have the following characteristics:
(i) Investor A Shares of the Funds (currently known as the "Investor
Shares"): to be offered to customers of certain financial
institutions and broker-dealers that have entered into Shareholder
Servicing Agreements with the Trust pursuant to a Shareholder
Servicing Plan authorizing payment of a shareholder servicing fee
not to exceed 0.25% (on an annual basis) of the average daily net
assets attributable to Investor A Shares of the Funds to be subject
to an initial sales charge, not to exceed: (a) 4.50% of the offering
price of the Value Fund and the Income Equity Fund Shares, (b) 2.50%
of the offering price of the Managed Bond Fund, the
Short-Intermediate Government Fund, the Municipal Income Fund, the
Georgia Municipal Bond Fund, the Maryland Municipal Bond Fund, the
South Carolina Municipal Bond Fund, and the Virginia Municipal Bond
Fund and to be subject to higher retail transfer agency fees
(relative to transfer agency fees paid by Trust A and Trust B
Shares, described below);
(ii) Investor B Shares: to be offered to customers of certain financial
institutions and broker-dealers that have entered into Distribution
and Servicing Agreements with the Trust's Distributor pursuant to a
Rule 12b-1 Plan authorizing payment of a distribution and
shareholder servicing fee not to exceed 1.00% (on an annual basis)
of the average daily net assets attributable to Investor B Shares to
be subject to an initial sales charge, not to exceed 1.00% of the
offering price of the Non-Money Market Funds, and a 1.00% contingent
deferred sales charge on redemption occurring within one year of
purchase; and to be subject to higher retail transfer agency fees
(relative to transfer agency fees paid by Trust A and Trust B
Shares);
(iii) Trust A Shares (currently known as "Trust Shares"): to be offered to
fiduciary clients and similar customers of certain banks and other
financial institutions; and
(iv) Trust B Shares: to be offered to fiduciary clients and similar
customers of certain banks and other financial institutions that
have entered into Shareholder Servicing Agreements with the Trust
pursuant to a Shareholder Servicing Plan authorizing payment of a
shareholder servicing fee not to exceed .25% (on an annual basis) of
the average daily net assets attributable to Trust B Shares; and
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<PAGE>
WHEREAS, in deciding whether to establish the Multi-Class Distribution
Structure, the Trustees have considered the interests of each Fund and its
respective shareholders;
NOW THEREFORE BE IT:
VOTED, that the establishment of the Multi-Class Distribution Structure
described above be, and the same hereby is, determined to be in the best
interest of each fund and its respective shareholders and that the Multi-Class
Distribution Structure be, and the same hereby is, approved provided however,
that the implementation and operation of the Multi-Class Distribution Structure
shall be consistent in all material respects with the Order and, when issued,
the Amended Order; and further
VOTED, that the name of the Fund be, and hereby is, preceded by the word
"Nations;" and further
VOTED, that the name of the Equity Income Fund be, and hereby is, changed
to "Income Equity Fund;" and further
VOTED, that pursuant to Section 5.1 of the Trust's Declaration of Trust,
the Trust's existing classes of shares shall henceforth be reclassified as
follows:
(i) Class A and Class A - Special Series 1 are reclassified as Money
Market Class - Trust A Shares and Money Market Class - Investor A
Shares, respectively, and the two separate classes and any
additional classes added in the future will be collectively known as
the Money Market Series;
(ii) Class B and Class B - Special Series 1 are reclassified as
Government Class - Trust A Shares and Government Class - Investor A
Shares, respectively, and the two separate classes and any
additional classes added in the future will be collectively known as
the Government Series;
(iii) Class C and Class C - Special Series 1 are reclassified as Tax
Exempt Class - Trust A Shares and Tax-Exempt Class - Investor A
Shares, respectively, and the two separate classes and any
additional classes added in the future will be collectively known as
the Tax-Exempt Series;
(iv) Class F and Class F - Special Series 1 are reclassified as Value
Class Investor A Shares and Value Class - Trust A Shares,
respectively, and the two separate classes and any additional
classes added in the future will be collectively known as the Value
Series;
(v) Class G and Class G - Special Series 1 are reclassified as Managed
Bond Class - Investor A Shares and Managed Bond Class - Trust A
Shares, respectively, and the two separate classes and any
additional classes added in the future will be collectively known as
the Managed Bond Series;
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<PAGE>
(vi) Class H and Class H - Special Series 1 are reclassified as Virginia
Municipal Bond Class - Investor A Shares and Virginia Municipal Bond
Class - Trust A Shares, respectively, and the two separate classes
and any additional classes added in the future will be collectively
known as the Virginia Municipal Bond Series;
(vii) Class I and Class I - Special Series 1 are reclassified as Maryland
Municipal Bond Class - Investor A Shares and Maryland Municipal Bond
Class - Trust A Shares, respectively, and the two separate classes
and any additional classes added in the future will be collectively
known as the Maryland Municipal Bond Series;
(viii) Class J and Class J - Special Series 1 are reclassified as Income
Equity Class - Investor A Shares and Income Equity Class - Trust A
Shares, respectively, and the two separate classes and any
additional classes added in the future will be collectively known as
the Income Equity Series;
(ix) Class K and Class K - Special Series 1 are reclassified as Municipal
Income Class - Investor A Shares and Municipal Income Class Trust A
Shares, respectively, and the two separate classes and any
additional classes added in the future will be collectively known as
the Municipal Income Series;
(x) Class L and Class L - Special Series 1 are reclassified as
Short-Intermediate Government Class - Investor A Shares and
Short-Intermediate Government Class - Trust A Shares, respectively,
and the two separate classes and any additional classes added in the
future will be collectively known as the Short-Intermediate
Government Series;
(xi) Class M and Class M - Special Series 1 are reclassified as Georgia
Municipal Bond Class - Investor A Shares and Georgia Municipal Bond
Class - Trust A Shares, respectively, and the two separate classes
and any additional classes added in the future will be collectively
known as the Georgia Municipal Bond Series; and
(xii) Class N and Class N - Special Series 1 are reclassified as South
Carolina Municipal Bond Class - Investor A Shares and South Carolina
Municipal Bond Class - Trust A Shares, respectively, and the two
separate classes and any additional classes added in the future will
be collectively known as the South Carolina Municipal Bond Series;
and further
VOTED, that pursuant to Section 5.1 of the Trust's Declaration of Trust,
an unlimited number of authorized, unissued shares be, and hereby are, divided
into and classified as a separate class(es) of each Fund as follows:
(i) The Money Market Series shall include an additional class of shares,
henceforth known as the Money Market Class - Trust B Shares;
4
<PAGE>
(ii) The Government Series shall include an additional class of shares,
henceforth known as the Government Class - Trust B Shares;
(iii) The Tax-Exempt Series shall include an additional class of shares,
henceforth known as the Tax-Exempt Class - Trust B Shares;
(iv) The Value Series shall include two additional classes of shares,
henceforth known as the Value Class - Investor B Shares and the
Value Class - Trust B Shares;
(v) The Income Equity Series shall include two additional classes of
shares, henceforth known as the Income Equity Class - Investor B
Shares and the Income Equity Class - Trust B Shares;
(vi) The Short-Intermediate Government Series shall include two
additional classes of shares, henceforth known as the
Short-Intermediate Government Class - Investor B Shares and the
Short-Intermediate Government Class - Trust B Shares;
(vii) The Managed Bond Series shall include two additional classes of
shares, henceforth known as the Managed Bond Class - Investor B
Shares and the Managed Bond Class - Trust B Shares;
(viii) The Municipal Income Series shall include two additional classes of
shares, henceforth known as the Municipal Income Class - Investor B
Shares and the Municipal Income Class - Trust B Shares;
(ix) The Georgia Municipal Bond Series shall include two additional
classes of shares, henceforth known as the Georgia Municipal Bond
Class Investor B Shares and the Georgia Municipal Bond Class - Trust
B Shares;
(x) The Maryland Municipal Bond Series shall include two additional
classes of shares, henceforth known as the Maryland Municipal Bond
Class Investor B Shares and the Maryland Municipal Bond Class -
Trust B Shares;
(xi) The South Carolina Municipal Bond Series shall include two
additional classes of shares, henceforth known as the South Carolina
Municipal Bond Class - Investor B Shares and the South Carolina
Municipal Bond Class - Trust B Shares; and
(xii) The Virginia Municipal Bond Series shall include two additional
classes of shares, henceforth known as the Virginia Municipal Bond
Class Investor B Shares and the Virginia Municipal Bond Class -
Trust B Shares; and further
5
<PAGE>
VOTED, that consideration received by the Trust for the issue or sale of a
particular Fund's Investor A, Investor B, Trust A, or Trust B Shares
(individually a "Class" and collectively the "Classes") shall be invested and
reinvested with the consideration received by the Trust for the issue and sale
of all of such Fund's other Classes, together with all income, earnings, profits
and proceeds thereof, including the proceeds derived from the sale, exchange or
liquidation thereof, any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, and any general assets of the Trust
allocated to a particular Fund by the Board of Trustees in accordance with the
Trust's Declaration of Trust, and each share of any Class of a Fund
(individually, a "Share" and collectively, the "Shares") shall share equally
with each Share of all the Classes of a Fund in such consideration and other
assets, income, earnings, profits and proceeds thereof; and further
VOTED, that each Share of each Class of a Fund shall be charged equally
with each Share of all the Classes of such Fund with the expenses and
liabilities of the Trust that are general expenses and liabilities applicable to
all Shares of the Trust or are expenses and liabilities applicable only to such
Fund's Shares, except that:
(i) Expenses under a Shareholder Services Plan for Fund's Investor A
Shares shall be charged only to such Investor A Shares;
(ii) Expenses related to Investor B Shares' Rule 12b-1 Plan shall be
charged only to Investor B Shares;
(iii) Expenses under Trust B Shares' Shareholder Services Plan shall be
charged only to such Trust B Shares; and
(iv) Retail transfer agency fees attributable to Investor A and B Shares
of the Non-Money Market Funds and Investor A Shares of the Money
Market Funds (collectively, the "Investor Shares") shall be charged
only to such Investor Shares); and
(v) Transfer Agency fees attributable to Trust A and Trust B Shares
(collectively, the "Trust Shares") shall be charged only to such
Trust Shares; and further
VOTED, that, subject to receipt of the Amended Order, the Trustees of the
Trust reserve the right to allocate certain of the following expenses
attributable to a Fund's particular Class ("Class Expenses") on a basis other
than on the relative net asset values of all Classes of such Fund: (i) transfer
agent fees identified by the transfer agent as being attributable to a specific
Class of Shares; (ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, notices, prospectuses,
reports and proxies to current shareholders of a specific Class of Shares or to
regulatory agencies with respect to a specific Class of Shares; (iii) blue sky
registration or qualification fees incurred by a Class of Shares; (iv) taxes, if
any, incurred by a specific Class of Shares; (v) SEC registration fees incurred
by a Class of Shares; (vi) the expenses of administrative and personnel services
(including, without limitation, those of a Fund accountant, custodian or
dividend paying agent charged with calculating net asset values or determining
or paying dividends) as required to support the shareholders of a specific Class
of Shares; (vii) different levels of Rule 12b-1 and/or non-Rule 12b-1 fees and
expenses incurred by a Class of Shares; (viii) litigation or other legal
expenses relating solely to one Class of Shares; (ix) Trustees' fees incurred as
a result of issues relating to a particular Class of Shares; (x) organizational
expenses incurred to establish a particular Class of Shares; (xi) independent
accountants' fees relating solely to a particular Class of Shares; and (xii) any
extraordinary expenses relating solely to a particular Class of Shares; and
further
6
<PAGE>
VOTED, that each Class of a Fund's Shares shall otherwise have the same
preferences, conversion and other rights, voting power, distribution,
limitation, qualifications and terms and conditions of redemption as each other
Class of Shares of such Fund except that:
(i) as otherwise expressly required by law, or when the Trustees
determine that the matter to be voted upon affects only the interest
of the shareholders of a particular Class or particular Fund, only
Shares of that Class or Fund will be allowed to vote on that matter;
and
(ii) only holders of Investor B Shares will be entitled to vote on a
matter submitted to shareholder vote with respect to the Rule 12b-1
Plan applicable to such Investor B Shares; and
(iii) if and when agreed to by the Trust and holders of Investor B Shares,
such Investor B Shares shall be convertible into Investor A Shares
on such basis and at such time as agreed upon; and further
VOTED, that the officers of the Trust be, and each of them hereby is,
authorized to take all such actions as and when the officers taking such action,
in consultation with the Trust's counsel, deems necessary or appropriate to
effect implementation of the Multi-Class Distribution Structure with respect to
each Fund of the Trust, including but not limited to executing, sealing,
delivering and filing Certificate and/or Amendment to the Declaration of Trust
and any and all other documents, instruments, papers and writings.
The foregoing resolutions remain in full force and effect as of the date
hereof.
Dated: March 26, 1992
/s/ Patricia L. Bickimer
-------------------------
Patricia L. Bickimer
Secretary
7
<PAGE>
Subscribed and sworn to before me this 26th day of March, 1992.
/s/ DiAnne McQueen
- ------------------
DiAnne McQueen, Notary Public
My Commission Expires: October 24, 1997
8
EX-99.B1(j)
NATIONS FUND
(A Massachusetts Business Trust)
AMENDMENT TO DECLARATION OF TRUST
dated May 6, 1985, as amended
The undersigned, Secretary of Nations Fund (the "Trust"), hereby certifies
that the Board of Trustees of the Trust duly adopted the following votes at a
meeting held on June 24, 1992:
WHEREAS, Article X, Sections 10.9A and 10.9C of the Trust's Declaration of
Trust dated as of May 6, 1985, as amended, (the "Declaration of Trust"),
provides that the Trustees may amend the Declaration of Trust to change the name
of the Trust without a vote of Shareholders by an affirmative vote of a majority
of the Trustees;
VOTED, that pursuant to the authorization described above, the Declaration
of Trust shall be amended in the following respect:
Article I of the Declaration of Trust is amended to change the name of the
Trust from "Nations Fund" to "Nations Fund Trust" and all other
appropriate references in the Declaration of Trust are amended to reflect
the fact that the name of the Trust is "Nations Fund Trust"; and further
VOTED, that any officer of the Trust be, and each of them hereby is,
authorized to execute, seal and deliver any and all documents, instruments,
certificates, papers, and writings; to file the same with any public official
including, without limitation, the Secretary of The Commonwealth of
Massachusetts and the Boston City Clerk; and to do any and all other acts, in
the name of the Trust and on its behalf, as may be required or desirable in
connection with or in furtherance of the foregoing resolution; and further
VOTED, that the foregoing amendment to the Declaration of Trust shall be
effective upon the filing of an instrument containing the same with the
Secretary of The Commonwealth of Massachusetts and the Boston City Clerk; and
CERTIFICATE: CLASSIFICATION OF SHARES
WHEREAS, the Distributor has provided this Board of Trustees with certain
information concerning its approach to marketing and distributing funds of the
Trust and various methods generally available to investment companies to market
and distribute their shares to investors; and
WHEREAS, the Distributor, on behalf of investment companies for which the
Distributor acts or will act in the future as principal underwriter, has
received an order dated February 19, 1992, from the Securities and Exchange
Commission ("SEC") under Section 6(c) of the Investment Company Act of 1940, as
amended (the "1940 Act") granting an exemption from certain provisions of
Sections 18(f)(1), 18(g) and 18(i) of the 1940 Act (the "Order") which permits
the implementation of a distribution structure based on the availability of
multiple classes of shares offered to various selected investor groups; and
1
<PAGE>
WHEREAS, the Distributor has applied to the SEC for an amendment to the
Order in order to broaden the relief granted thereby, and anticipates receiving
the amended order (the "Amended Order") in November, 1992; and
WHEREAS, the Distributor has recommended for Nations Capital Growth Fund,
Nations Balanced Assets Fund, Nations Short-Term Income Fund, Nations Adjustable
Rate Government Fund, Nations Diversified Income Fund, Nations Strategic Fixed
Income Fund, Nations Mortgage-Backed Securities Fund, Nations Emerging Growth
Fund, Nations North Carolina Municipal Bond Fund, Nations Florida Municipal Bond
Fund and Nations Texas Municipal Bond Fund (the "New Funds") a Multi-Class
distribution structure (the "Multi-Class Distribution Structure") which may be
comprised of up to four classes which are to have the following characteristics:
(i) Investor A Shares: to be offered to customers of certain financial
institutions and broker-dealers that have entered into Shareholder
Servicing Agreements with the Trust's Distributor pursuant to a Rule
12b-1 Plan authorizing payment of a distribution and shareholder
servicing fee not to exceed 0.35% (on an annual basis) of the
average daily net assets attributable to Investor A Shares; to be
subject to an initial sales charge, not to exceed: (a) 4.50% of the
offering price of the Nations Balanced Assets Fund, Nations Capital
Growth Fund and Nations Emerging Growth Fund Shares (referred to
herein as "Equity Funds"), and (b) 2.50% of the offering price of
the Nations Short-Term Income Fund, Nations Diversified Income Fund,
Nations Adjustable Rate Government Fund, Nations Strategic Fixed
Income Fund, Nations North Carolina Municipal Bond Fund, Nations
Florida Municipal Bond Fund, and Nations Texas Municipal Bond Fund
(referred to herein as "Fixed Income Funds"), and to be subject to
certain retail transfer agency fees;
(ii) Investor B Shares: to be offered to customers of certain financial
institutions and broker-dealers that have entered into Distribution
and Servicing Agreements with the Trust's Distributor pursuant to a
Rule 12b-1 Plan authorizing payment of a distribution and
shareholder servicing fee not to exceed 1.00% (on an annual basis)
of the average daily net assets attributable to Investor B Shares;
to be subject to an initial sales charge, not to exceed 1.00% of the
offering price of the non-money market Funds, and a 1.00% contingent
deferred sales charge on redemptions occurring within one year of
purchase (except that the Nations Short-Term Income Fund shall not
be subject to a contingent deferred sales charge); and to be subject
to certain retail transfer agency fees;
2
<PAGE>
(iii) Trust A Shares: to be offered to customers of certain banks and
other financial institutions; and
(iv) Trust B Shares: to be offered to customers of certain banks and
other financial institutions that have entered into Shareholder
Servicing Agreements with the Trust pursuant to a Shareholder
Servicing Plan authorizing payment of a shareholder servicing fee
not to exceed .25% (on an annual basis) of the average daily net
assets attributable to Trust B Shares; and
WHEREAS, in deciding whether to establish the Multi-Class Distribution
Structure with respect to the New Funds, the Trustees have considered the
interests of each New Fund and its prospective shareholders;
NOW THEREFORE BE IT:
VOTED: that the establishment of the Multi-Class Distribution Structure
described above with respect to the New Funds be, and the same hereby is,
determined to be in the best interests of each New Fund and its prospective
shareholders and that the Multi-Class Distribution Structure be, and the same
hereby is, approved; provided, however, that the implementation and operation of
the Multi-Class Distribution Structure with respect to the New Funds shall be
consistent in all material respects with the Order and, when issued, the Amended
Order; and further
VOTED: that pursuant to Section 5.1 of the Trust's Declaration of Trust,
an unlimited number of authorized, unissued shares be, and they hereby are,
allocated to each of the New Funds and divided into and classified as a separate
class or classes of each New Fund as follows:
(i) Nations Mortgage-Backed Securities Fund shall include two classes of
shares: Nations Mortgage-Backed Securities Fund - Trust A Shares and
Nations Mortgage-Backed Securities Fund - Trust B Shares;
(ii) Nations Balanced Assets Fund shall include four classes of shares:
Nations Balanced Assets Fund - Investor A Shares, Nations Balanced
Assets Fund - Investor B Shares, Nations Balanced Assets Fund Trust
A Shares and Nations Balanced Assets Fund - Trust B Shares;
(iii) Nations Short-Term Income Fund shall include four classes of shares:
Nations Short-Term Income Fund - Investor A Shares, Nations
Short-Term Income Fund - Investor B Shares, Nations Short-Term
Income Fund - Trust A Shares and Nations Short-Term Income Fund -
Trust B Shares;
(iv) Nations Diversified Income Fund shall include four classes of
shares: Nations Diversified Income Fund - Investor A Shares, Nations
Diversified Income Fund - Investor B Shares, Nations Diversified
Income Fund - Trust A Shares and Nations Diversified Income Fund -
Trust B Shares.
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<PAGE>
(v) Nations Capital Growth Fund shall include four classes of shares:
Nations Capital Growth Fund - Investor A Shares, Nations Capital
Growth Fund - Investor B Shares, Nations Capital Growth Fund - Trust
A Shares and Nations Capital Growth Fund - Trust B Shares;
(vi) Nations Emerging Growth Fund shall include four classes of shares:
Nations Emerging Growth Fund - Investor A Shares, Nations Emerging
Growth Fund - Investor B Shares, Nations Emerging Growth Fund Trust
A Shares and Nations Emerging Growth Fund - Trust B Shares;
(vii) Nations Adjustable Rate Government Fund shall include four classes
of shares: Nations Adjustable Rate Government Fund - Investor A
Shares, Nations Adjustable Rate Government Fund - Investor B Shares,
Nations Adjustable Rate Government Fund - Trust A Shares and Nations
Adjustable Rate Government Fund - Trust B Shares;
(viii) Nations Strategic Fixed Income Fund shall include four classes of
shares: Nations Strategic Fixed Income Fund - Investor A Shares,
Nations Strategic Fixed Income Fund - Investor B Shares, Nations
Strategic Fixed Income Fund - Trust A Shares and Nations Strategic
Fixed Income Fund - Trust B Shares;
(ix) Nations North Carolina Municipal Bond Fund shall include four
classes of shares: Nations North Carolina Municipal Bond Fund -
Investor A Shares, Nations North Carolina Municipal Bond Fund -
Investor B Shares, Nations North Carolina Municipal Bond Fund -
Trust A Shares and Nations North Carolina Municipal Bond Fund -
Trust B Shares;
(x) Nations Florida Municipal Bond Fund shall include four classes of
shares: Nations Florida Municipal Bond Fund - Investor A Shares,
Nations Florida Municipal Bond Fund - Investor B Shares, Nations
Florida Municipal Bond Fund - Trust A Shares and Nations Florida
Municipal Bond Fund - Trust B Shares; and
(xi) Nations Texas Municipal Bond Fund shall include four classes of
shares: Nations Texas Municipal Bond Fund - Investor A Shares,
Nations Texas Municipal Bond Fund - Investor B Shares, Nations Texas
Municipal Bond Fund - Trust A Shares and Nations Texas Municipal
Bond Fund Trust B Shares; and further
VOTED: that consideration received by the Trust for the issue or sale of a
particular New Fund's Investor A, Investor B, Trust A or Trust B Shares
(individually a "Class" and collectively the "Classes") shall be invested and
reinvested with the consideration received by the Trust for the issue and sale
of all of such New Fund's other Classes, together with all income, earnings,
profits and proceeds thereof, including the proceeds derived from the sale,
exchange or liquidation thereof, any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, and any general
assets of the Trust allocated to a particular New Fund by the Board of Trustees
in accordance with the Trust's Declaration of Trust, and each share of any Class
of a New Fund (individually, a "Share" and collectively, the "Shares") shall
share equally with each Share of all the Classes of a New Fund in such
consideration and other assets, income, earnings, profits and proceeds thereof;
and further
4
<PAGE>
VOTED: that each Share of each Class of a New Fund shall be charged
equally with each Share of all the Classes of such New Fund with the expenses
and liabilities of the Trust that are general expenses and liabilities
applicable to all Shares of the Trust or are expenses and liabilities applicable
only to such New Fund's Shares, except that:
(i) Expenses related to Investor A Shares' Rule 12b-1 Plan attributable
to Investor A Shares shall be charged only to such Investment A
Shares;
(ii) Expenses related to Investment B Shares' Rule 12b-1 Plan
attributable to Investor B Shares shall be charged only to such
Investor B Shares;
(iii) Expenses under Trust B Shares' Shareholder Services Plan
attributable to Trust B Shares shall be charged only to such Trust B
Shares;
(iv) Retail transfer agency fees attributable to Investor A and Investor
B Shares (collectively, the "Investor Shares") shall be charged only
to such Investor Shares; and
(v) Transfer agency fees attributable to Trust A and Trust B Shares
(collectively, the "Trust Shares") shall be charged only to such
Trust Shares; and further
VOTED: that, subject to receipt of the Amended Order, the Trustees of the
Trust reserve the right to allocate certain of the following expenses
attributable to a New Fund's particular Class ("Class Expenses") on a basis
other than on the relative net asset values of all Classes of such New Fund: (i)
transfer agent fees identified by the transfer agent as being attributable to a
specific Class of Shares; (ii) printing and postage expenses related to
preparing and distributing materials such as shareholder reports, notices,
prospectuses, reports and proxies to current shareholders of a specific Class of
Shares or to regulatory agencies with respect to a specific Class of Shares;
(iii) blue sky registration or qualification fees incurred by a Class of Shares;
(iv) taxes, if any, incurred by a specific Class of Shares; (v) SEC registration
fees incurred by a Class of Shares; (vi) the expense of administrative and
personnel services (including, without limitation, 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 a specific Class of Shares; (vii) different levels of Rule 12b-1
and/or non-Rule 12b-1 fees and expenses and expenses of services offered in
connection with a Plan (such expenses are referred to herein as "Plan Payments")
that would be incurred under the Plan Agreements that have been entered into
with respect to a Class of Shares; (viii) litigation or other legal expenses
relating solely to one Class of Shares; (ix) Trustees' fees incurred as a result
of issues relating to a particular Class of Shares; (x) organizational expenses
incurred to establish a particular Class of Shares; and (xi) independent
accountants' fees relating solely to a particular Class of Shares; and further
5
<PAGE>
VOTED: that each Class of a New Fund's Shares shall otherwise have the
same preferences, conversation, and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each other
Class of Shares of such New Fund except that:
(i) as otherwise expressly required by law, or when the Trustees
determine that the matter to be voted upon affects only the interest
of the shareholders of a particular Class or particular fund, only
Shares of that Class or Fund will be allowed to vote on that matter;
(ii) only holders of a class of Investor Shares will be entitled to vote
on a matter submitted to shareholder vote with respect to their
respective Rule 12b-1 Plans applicable to each such class of
Investor Shares; and
(iii) Investor B Shares shall be convertible into Investor A Shares on
such basis and at such time as shall be described in the Trust's
prospectus relating to the offer and sale of such Investor B Shares;
and further
VOTED: that the officers of the Trust be, and each of them hereby is,
authorized to take all such actions as and when the officers taking such action,
in consultation with the Trust's counsel, deems necessary or appropriate to
effect implementation of the Multi-Class Distribution Structure with respect to
each New Fund of the Trust, including but not limited to executing, sealing,
delivering and filing a Certificate and/or Amendment to the Declaration of
Trust, and any and all other documents, instruments, papers and writings.
The undersigned, Secretary of the Trust, hereby further certifies that the
Board of Trustees of the Trust duly adopted as of September 17, 1992, the
following votes by written consents of a majority of the Trustees in accordance
with Article VI, Section 6.4 of the Declaration of Trust:
VOTED, that the name of the Trust's form of Distribution and Servicing
Agreement for Investor B Shares, as adopted by the Board pursuant to the
Distribution and Services Plan for Investor B Shares be, and it hereby is,
changed to Shareholder Servicing and Sales Support Agreement for Investor
B Shares; and further
VOTED, that the appropriate Officers of the Trust be, and each of them
hereby is, authorized and directed to take such actions, and to execute
and deliver on behalf of the Trust such Agreements, as are necessary and
appropriate to effectuate the foregoing.
The foregoing resolutions remain in full force and effect as of the date
hereof.
6
<PAGE>
The Trust has changed its principal address from:
Bellevue Corporate Center
103 Bellevue Parkway
Wilmington, DE 19809
to:
One Exchange Place
53 State Street
Boston, MA 02109
Dated: September 21, 1992
/s/ Patricia L.Bickimer
------------------------
Patricia L. Bickimer
Secretary
Subscribed and sworn to before me this 21st day of September, 1992.
/s/ DiAnne McQueen
- --------------------
DiAnne McQueen, Notary Public
Commission Expires: 10/24/97
7
EX-99.B1(k)
NATIONS FUND TRUST
(A Massachusetts Business Trust)
CERTIFICATE: CLASSIFICATION OF SHARES
The undersigned, Secretary of Nations Fund Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
votes at a meeting held on February 3, 1993:
WHEREAS, the Distributor has provided this Board of Trustees with certain
information concerning its approach to marketing and distributing funds of the
Trust and various methods generally available to investment companies to market
and distribute their shares to investors; and
WHEREAS, the Distributor, on behalf of investment companies for which the
Distributor acts or will act in the future as principal underwriter, has
received an order dated February 19, 1992, from the Securities and Exchange
Commission ("SEC") under Section 6(c) of the Investment Company Act of 1940, as
amended (the "1940 Act") granting an exemption from certain provisions of
Sections 18(f)(1), 18(g) and 18(i) of the 1940 Act (the "Order") which permits
the implementation of a distribution structure based on the availability of
multiple classes of shares offered to various selected investor groups; and
WHEREAS, the Distributor has applied to the SEC for an amendment to the
Order in order to broaden the relief granted thereby, and anticipates receiving
the amended order (the "Amended Order") in March, 1993; and
WHEREAS, the Distributor has recommended that the Trust amend its existing
multi-class distribution structure (the "Multi-Class Distribution Structure") to
add an Investor B Shares class to the Trust's Nations Government Fund and
Nations Tax Exempt Fund (the "Money Market Funds") and an Investor C Shares
class to the Trust's Nations Value Fund, Nations Capital Growth Fund, Nations
Emerging Growth Fund (the "Equity Funds"), Nations Short-Intermediate Government
Fund, Nations Short-Term Income Fund, Nations Diversified Income Fund, Nations
Strategic Fixed Income Fund, Nations Adjustable Rate Government Fund, Nations
Municipal Income Fund, Nations Florida Municipal Bond Fund, Nations Georgia
Municipal Bond Fund, Nations Maryland Municipal Bond Fund, Nations North
Carolina Municipal Bond Fund, Nations South Carolina Municipal Bond Fund,
Nations Texas Municipal Bond Fund and Nations Virginia Municipal Bond Fund (the
"Fixed Income Funds"); and further the Distributor has recommended the
establishment of two new investment portfolios, the Nations Intermediate
Municipal Bond Fund and the Nations Tennessee Municipal Bond Fund (the "New
Funds"), whereas the additional classes of shares of the Money Market Funds,
Equity Funds and Fixed Income Funds and all shares of the New Funds will have
the characteristics as described in (i) to (v) below:
1
<PAGE>
(i) Investor A Shares of the New Funds: to be offered to customers of
certain financial institutions and broker-dealers that have entered
into a Sales Support Agreement with the Trust's Distributor pursuant
to a Rule 12b-1 Plan authorizing payment of a distribution and
shareholder servicing fee not to exceed 0.25% (on an average daily
basis) of the average daily net assets attributable to Investor A
Shares of the Trust's New Funds that offer shares pursuant to the
amended multi-class distribution structure to be subject to an
initial sales charge, not to exceed 2.50% of the offering price of
the New Funds, and to be subject to certain retail transfer agency
fees;
(ii) Investor B Shares of the Money Market Funds and the New Funds: to be
offered to customers of certain financial institutions and
broker-dealers that have entered into: (a) a Sales Support Agreement
with the Trust's Distributor pursuant to a Rule 12b-1 Plan
authorizing the payment of a distribution fee not to exceed: (i)
0.10% (on an annual basis) of the average daily net assets
attributable to Investor B Shares of Money Market Funds; and (ii)
0.75% (on an annual basis) of the average daily net assets
attributable to Investor B Shares of the New Funds; and (b) a
Shareholder Servicing Agreement with the Trust authorizing payment
of a shareholder servicing fee not to exceed 0.25% (on an annual
basis) of the average daily net assets attributable to Investor B
Shares of the Money Market Funds and the New Funds and, in addition,
that the New Funds be subject to a 1.00% contingent deferred sales
charge on redemptions occurring within one year of purchase, subject
to an automatic conversion feature into Investor A Shares for
Investor B Shares that have been outstanding for more than five
years; and to be subject to certain retail transfer agency fees;
(iii) Investor C Shares of the Equity Funds, Fixed Income Funds and New
Funds: to be offered to customers of certain financial institutions
and broker-dealers that have entered into a Sales Support Agreement
with the Trust's Distributor pursuant to a Rule 12b-1 Plan
authorizing the payment of a distribution fee not to exceed 0.75%
(on an annual basis) of the average daily net assets attributable to
Investor C Shares offered by the Trust's Equity Funds, Fixed Income
Funds and New Funds; and a Shareholder Servicing Agreement with the
Trust authorizing payment of a shareholder servicing fee not to
exceed 0.25% (on an annual basis) of the average daily net assets
attributable to Investor C Shares offered by the Trust's Equity
Funds, Fixed Income Funds and New Funds; to be subject to: (a) a
contingent deferred sales charge, not to exceed 5.00%, on
redemptions occurring within six years of purchase of the Nations
Value Fund, Nations Capital Growth Fund, Nations Emerging Growth
Fund, Nations Balanced Assets Fund, Nations Diversified Income Fund,
Nations Strategic Fixed Income Fund and Nations Municipal Income
Fund; (b) a contingent deferred sales charge, not to exceed 4.00%,
on redemptions occurring within six years of purchase of Nations
Adjustable Rate Government Fund, Nations Short-Intermediate
Government Fund, Nations Intermediate Municipal Bond Fund, Nations
Florida Municipal Bond Fund, Nations Georgia Municipal Bond Fund,
Nations Maryland Municipal Bond Fund, Nations North Carolina
Municipal Bond Fund, Nations South Carolina Municipal Bond Fund,
Nations Tennessee Municipal Bond Fund, Nations Texas Municipal Bond
Fund and Nations Virginia Municipal Bond Fund; and (c) no contingent
deferred sales charge on redemptions of Nations Short-Term Income
Fund; and to be subject to certain retail transfer agency fees;
2
<PAGE>
(iv) Trust A Shares of the New Funds: to be offered to customers of
certain banks and other financial institutions with respect to the
New Funds; and
(v) Trust B Shares of the New Funds: to be offered to customers of
certain banks and other financial institutions that have entered
into Shareholder Servicing Agreements with the Trust pursuant to a
Shareholder Servicing Plan authorizing payment of a shareholder
servicing fee not to exceed 0.25% (on an annual basis) of the
average daily net assets attributable to Trust B Shares of the New
Funds; and
WHEREAS, in deciding whether to amend the Multi-Class Distribution
Structure with respect to the Funds, the Trustees have considered the interests
of each Fund and its prospective shareholders;
NOW THEREFORE BE IT:
VOTED, that the amendment of the Multi-Class Distribution Structure
described above with respect to the Funds be, and the same hereby is, determined
to be in the best interests of each Fund and its prospective shareholders and
that such amendment be, and the same hereby is, approved; provided, however,
that the implementation and operation of the amended Multi-Class Distribution
Structure with respect to the Funds shall be consistent in all material respects
with the Order and, when issued, the Amended Order; and further
VOTED, that pursuant to Section 5.1 of the Trust's Declaration of Trust,
an unlimited number of authorized, unissued shares be, and they hereby are,
allocated to each of the Funds and divided into and classified as a separate
class or classes of each Fund as follows:
(i) Nations Government Fund--Investor B Shares;
(ii) Nations Tax Exempt Fund--Investor B Shares;
(iii) Nations Value Fund--Investor C Shares;
(iv) Nations Capital Growth Fund--Investor C Shares;
(v) Nations Emerging Growth Fund--Investor C Shares;
3
<PAGE>
(vi) Nations Balanced Fund--Investor C Shares;
(vii) Nations Short-Intermediate Government Fund--Investor C Shares;
(viii) Nations Short-Term Income Fund--Investor C Shares;
(ix) Nations Diversified Income Fund--Investor C Shares;
(x) Nations Strategic Fixed Income Fund--Investor C Shares;
(xi) Nations Adjustable Rate Government Fund--Investor C Shares;
(xii) Nations Municipal Income Fund--Investor C Shares;
(xiii) Nations Intermediate Municipal Bond Fund--Investor A Shares;
Nations Intermediate Municipal Bond Fund--Investor B Shares;
Nations Intermediate Municipal Bond Fund--Investor C Shares;
Nations Intermediate Municipal Bond Fund--Trust A Shares and
Nations Intermediate Municipal Bond Fund--Trust B Shares;
(xiv) Nations Florida Municipal Bond Fund--Investor C Shares;
(xv) Nations Georgia Municipal Bond Fund--Investor C Shares;
(xvi) Nations Maryland Municipal Bond Fund--Investor C Shares;
(xvii) Nations North Carolina Municipal Bond Fund--Investor C Shares;
(xviii) Nations South Carolina Municipal Bond Fund--Investor C Shares;
(xix) Nations Tennessee Municipal Bond Fund--Investor A Shares; Nations
Tennessee Municipal Bond Fund--Investor B Shares; Nations Tennessee
Municipal Bond Fund--Investor C Shares; Nations Tennessee Municipal
Bond Fund--Trust A Shares and Nations Tennessee Municipal Bond
Fund--Trust B Shares;
(xx) Nations Texas Municipal Bond Fund--Investor C Shares; and
(xxi) Nations Virginia Municipal Bond Fund--Investor C Shares; and further
VOTED, that consideration received by the Trust for the issue or sale of
any class of a particular Fund's Shares (individually a "Class" and collectively
the "Classes") shall be invested and reinvested with the consideration received
by the Trust for the issue and sale of all of such Fund's other Classes,
together with all income, earnings, profits and proceeds thereof, including the
proceeds derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form the
same may be, and any general assets of the Trust allocated to a particular Fund
by the Board of Trustees in accordance with the Trust's Declaration of Trust,
and each share of any Class of a Fund (individually, a "Share" and collectively,
the "Shares") shall share equally with each Share of all the Classes of a Fund
in such consideration and other assets, income, earnings, profits and proceeds
thereof; and further
4
<PAGE>
VOTED, that each Share of each Class of a Fund shall be charged equally
with each Share of all the Classes of such Fund with the expenses and
liabilities of the Trust that are general expenses and liabilities applicable to
all Shares of the Trust or are expenses and liabilities applicable only to such
Fund's Shares, except that:
(i) Expenses related to Investor A Shares' Rule 12b-1 Plan and/or
Shareholder Servicing Plan attributable to Investor A Shares shall
be charged only to such Investor A Shares;
(ii) Expenses related to Investor B Shares' Rule 12b-1 Plan and/or
Shareholder Servicing Plan attributable to Investor B Shares shall
be charged only to such Investor B Shares;
(iii) Expenses related to Investor C Shares' Rule 12b-1 Plan and/or
Shareholder Servicing Plan attributable to Investor C Shares shall
be charged only to such Investor C Shares;
(iv) Expenses under Trust B Shares' Shareholder Services Plan
attributable to Trust B Shares shall be charged only to such Trust B
Shares; and
(v) Retail transfer agency fees attributable to Investor A, Investor B
and Investor C Shares (collectively, the "Investor Shares") shall be
charged only to such Investor Shares; and
(vi) Transfer agency fees attributable to Trust A and Trust B Shares
(collectively, the "Trust Shares") shall be charged only to such
Trust Shares; and further
VOTED, that, subject to receipt of the Amended Order, the Trustees of the
Trust reserve the right to allocate certain of the following expenses
attributable to a Fund's particular Class ("Class Expenses") on a basis other
than on the relative net asset values of all Classes of such Fund: (i) transfer
agent fees identified by the transfer agent as being attributable to a specific
Class of Shares; (ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, notices, prospectuses,
reports and proxies to current shareholders of a specific Class of Shares or to
regulatory agencies with respect to a specific Class of Shares; (iii) blue sky
registration or qualification fees incurred by a Class of Shares; (iv) SEC
registration fees incurred by a Class of Shares; (v) the expense of
administrative and personnel services (including, without limitation, 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 a specific Class of Shares; (vi) different levels of
Rule 12b-1 and/or non-Rule 12b-1 fees and expenses incurred by a Class of
Shares; (vii) litigation or other legal expenses relating solely to one Class of
Shares; (viii) Trustees' fees incurred as a result of issues relating to a
particular Class of Shares; (ix) independent accountants' fees relating solely
to a particular Class of Shares; and further
5
<PAGE>
VOTED, that each Class of a Fund's Shares shall otherwise have the same
preferences, conversion, and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each other
Class of Shares of such Fund except that:
(i) as otherwise expressly required by law, or when the Trustees
determine that the matter to be voted upon affects only the interest
of the shareholders of a particular Class or particular Fund, only
Shares of that Class or Fund will be allowed to vote on that matter;
and
(ii) only holders of a class of Investor Shares will be entitled to vote
on a matter submitted to shareholder vote with respect to their
respective Rule 12b-1 Plans applicable to each such class of
Investor Shares, except as noted in (iii) below; and
(iii) Investor B Shares of the Trust's Equity Fund, Fixed Income Funds and
New Funds shall be convertible into Investor A Shares on such basis
and at such time as shall be described in the Trust's prospectus
relating to the offer and sale of such Investor B Shares, and in
connection with such conversion feature, any increase in a Fund's
Rule 12b-1 fee applicable to such Fund's Investor A Shares will be
approved by a majority (as defined in the Investment Company Act of
1940) of that Fund's Investor A and Investor B Shareholders, each
voting separately as a class, prior to the Fund's implementation of
such Rule 12b-1 fee increase; and further
VOTED, that the appropriate officers of the Trust be, and each of them
hereby is, authorized and directed to execute and deliver the appropriate Notice
or Amendment in substantially the form presented at the meeting to The Boston
Company Advisors, Inc., Funds Distributor, Inc. and The Shareholder Services
Group, Inc., with regard to the Trust's administration, distribution and
transfer agency agreements, respectively, to effect the implementation of the
amendment to the Multi-Class Distribution Structure, and that the appropriate
officers of the Trust be, and each hereby is, authorized to execute such Notices
and Amendments, in consultation with the Trust's counsel, the execution and
delivery of such documents to be conclusive of the Board of Trustees approval;
and further
VOTED, that the appropriate officers of the Trust be, and each of them
hereby is, authorized to take all such actions as and when the officers taking
such action, in consultation with the Trust's counsel, deems necessary or
appropriate to effect implementation of the amendment to the Multi-Class
Distribution Structures including but not limited to executing, sealing,
delivering and filing a Certificate and/or Amendment to the Declaration of
Trust, and any and all other documents, instruments, papers and writings.
6
<PAGE>
AMENDMENT TO DECLARATION OF TRUST
The undersigned, Secretary of Nations Fund Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
votes by unanimous written consent as of March 26, 1993:
Fund Name Changes
The management of the Trust has proposed that the name of the certain
Funds be changed to more accurately reflect such Fund's investment objectives
and for marketing purposes.
VOTED, that the name of the Nations Government Fund be changed to the
Nations Government Money Market Fund; and further
VOTED, that the name of the Nations Florida Municipal Bond Fund be changed
to the Nations Florida Intermediate Municipal Bond Fund; and further
VOTED, that the name of the Nations Georgia Municipal Bond Fund be changed
to the Nations Georgia Intermediate Municipal Bond Fund; and further
VOTED, that the name of the Nations Maryland Municipal Bond Fund be
changed to the Nations Maryland Intermediate Municipal Bond Fund; and further
VOTED, that the name of the Nations North Carolina Municipal Bond Fund be
changed to the Nations North Carolina Intermediate Municipal Bond Fund; and
further
VOTED, that the name of the Nations South Carolina Municipal Bond Fund be
changed to the Nations South Carolina Intermediate Municipal Bond Fund; and
further
VOTED, that the name of the Nations Tennessee Municipal Bond Fund be
changed to the Nations Tennessee Intermediate Municipal Bond Fund; and further
VOTED, that the name of the Nations Texas Municipal Bond Fund be changed
to the Nations Texas Intermediate Municipal Bond Fund; and further
VOTED, that the name of the Nations Virginia Municipal Bond Fund be
changed to the Nations Virginia Intermediate Municipal Bond Fund; and further
VOTED, that the appropriate officers of the Trust be, and each of them
hereby is, authorized and directed to execute and deliver any and all
instruments, certificates or other documents and to take such other actions as
they deem necessary, advisable, or appropriate to carry out the purpose and
intent of the foregoing resolutions, and the execution by any such officer of
any act or thing in connection with the foregoing matters shall conclusively
establish such authority from the Trust and the approval and ratification of the
Trust of the documents so executed and the actions so taken.
The foregoing resolutions remain in full force and effect as of the date
hereof.
7
<PAGE>
Dated: March 26, 1993 /s/ Patricia L. Bickimer
------------------------
Patricia L. Bickimer
Secretary
Subscribed and sworn to before me this
26th day of March, 1993.
/s/ DiAnne McQueen
- ------------------
DiAnne McQueen, Notary Public
Commission Expires: 10/24/97
8
EX-99.B1(l)
NATIONS FUND TRUST
(A Massachusetts Business Trust)
CERTIFICATE: CLASSIFICATION OF SHARES
The undersigned, Assistant Secretary of Nations Fund Trust (the "Trust"),
hereby certifies that the Board of Trustees of the Trust duly adopted the
following votes by unanimous written consent dated as of June 1, 1993:
WHEREAS, it has been recommended that the Trust add an Investor C Shares
class to the Nations Government Money Market Fund and Nations Tax Exempt Fund
(the "Money Market Funds") of the Trust which are to be offered to customers of
certain financial institutions and broker/dealers that have entered into a
Shareholder Servicing Agreement with the Trust ("Servicing Agents"); and
WHEREAS, in deciding whether to amend the Multi-Class Distribution
Structure with respect to the Money Market Funds, the Trustees have considered
the interests of each Money Market Fund and its prospective shareholders;
NOW THEREFORE BE IT:
VOTED, that pursuant to Section 5.1 of the Trust's Declaration of Trust,
an unlimited number of authorized, unissued shares be, and they hereby are,
allocated by the Board of Trustees, including a majority of the independent
Trustees to each of the Money Market Funds and divided into and classified as a
separate class of each Money Market Fund as follows:
(i) Nations Government Money Market Fund-Investor C Shares;
(ii) Nations Tax Exempt Fund--Investor C Shares; and further
VOTED, that consideration received by the Trust for the issue or sale of
any class of a Money Market Fund's Shares (individually a "Class" and
collectively the "Classes") shall be invested and reinvested with the
consideration received by the Trust for the issue and sale of all of such Fund's
other Classes, together with all income, earnings, profits and proceeds thereof,
including the proceeds derived from the sale, exchange or liquidation thereof,
any funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, and any general assets of the Trust allocated to a
particular Money Market Fund by the Board of Trustees in accordance with the
Trust's Declaration of Trust, and each share of any Class of a Money Market Fund
(individually, a "Share" and collectively, the "Shares") shall share equally
with each Share of all of the Classes of such Money Market fund in such
consideration and other assets, income, earnings, profits and proceeds thereof;
and further
<PAGE>
VOTED, that each Share of each Class of a Money Market Fund shall be
charged equally with each Share of all the Classes of such Fund with the
expenses and liabilities of the Trust that are general expenses and liabilities
applicable to all Shares of the Trust or are expenses and liabilities applicable
only to such Money market Fund's Shares, except that:
(i) Expenses related to Investor A Shares' Rule 12b-1 Plan and/or
Shareholder Servicing Plan attributable to Investor A Shares of a
Money Market Fund shall be charged only to such Investor A Shares;
(ii) Expenses related to Investor B Shares' Rule 12b-1 Plan and/or
Shareholder Servicing Plan attributable to Investor B Shares of a
Money Market Fund shall be charged only to such Investor B Shares;
(iii) Expenses related to Investor C Shares' Shareholder Servicing Plan
attributable to Investor C Shares of a Money Market Fund shall be
charged only to such Investor C Shares;
(iv) Expenses related to Trust B Shares' Shareholder Services Plan
attributable to Trust B Shares of a Money Market Fund shall be
charged only to such Trust B Shares;
(v) Retail transfer agency fees attributable to Investor A, Investor B
and Investor C Shares of a Money Market Fund (collectively, the
"Investor Shares") shall be charged only to such Investor Shares;
and
2
<PAGE>
(vi) Transfer agency fees attributable to Trust A and Trust B Shares of a
Money Market Fund (collectively, the "Trust Shares") shall be
charged only to such Trust Shares; and further
VOTED, that each Class of a Money Market Fund's Shares shall otherwise
have the same preferences, conversion, and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of redemption
as each other Class of Shares of such Fund except that:
(i) as otherwise expressly required by law, or when the Trustees
determine that the matter to be voted upon affects only the interest
of the shareholders of a particular Class or particular Fund, only
Shares of that Class or Fund will be allowed to vote on that matter;
and
(ii) only holders of a Class of Investor Shares will be entitled to vote
on a matter submitted to shareholder vote with respect to the 12b-1
Plan applicable to such Class of Investor Shares; and further
VOTED, that the appropriate officers of the Trust be, and each of them
hereby is, authorized and directed to execute and deliver the appropriate Notice
or Amendment to The Boston Company Advisors, Inc., Funds Distributor, Inc., and
The Shareholder Services Group, Inc. with regard to the Trust's administration,
distribution and transfer agency agreements, respectively, to effect the
implementation of the amendment to the Multi-Class Distribution Structure, and
that the appropriate officers of the Trust be, and each hereby is, authorized to
execute such Notices and Amendments, in consultation with the Trust's counsel,
the execution and delivery of such documents to be conclusive of the Board of
Trustees approval; and further
VOTED, that the appropriate officers of the Trust be, and each of them
hereby is, authorized to take all such actions as and when the officers taking
such action, in consultation with the Trust's counsel, deems necessary or
appropriate to effect implementation of the amendment to the Multi-Class
Distribution Structures including, but not limited to executing, sealing,
delivering and filing a Certificate and/or Amendment to the Declaration of
Trust, and any and all other documents, instruments, papers and writings.
3
<PAGE>
The foregoing resolutions remain in full force and effect as of the date
hereof.
Dated: July 8, 1993
/s/ John. E. Pelletier
------------------------
John E. Pelletier
Assistant Secretary
Subscribed and sworn to before
me this 8th day of July, 1993.
/s/ Laurie C. Cadell
--------------------
Notary Public or Commissioner of Deeds
My Commission Expires: 04/24/93
4
EX-99.B1(o)
NATIONS FUND TRUST
(A Massachusetts Business Trust)
CERTIFICATE: CLASSIFICATION OF SHARES
The undersigned, Secretary of Nations Fund Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
votes by unanimous written consent, pursuant to Article VI, Section 6.4 of the
Trust's Declaration of Trust:
WHEREAS, certain information has been provided to the Board of Trustees
concerning the evolution of the industry designations of share classes; and
WHEREAS, the Trust has received orders dated February 19, 1992 and March
23, 1993, from the Securities and Exchange Commission ("SEC") under Section 6(c)
of the Investment Company Act of 1940, as amended (the "1940 Act") granting
exemptions from certain provisions of Sections 18(f)(1), 18(g) and 18(i) of the
1940 Act (the "Order" and the "Amended Order", respectively) which permit the
implementation of a distribution structure based on the availability of multiple
classes of shares offered to various selected investor groups; and
WHEREAS, it has been recommended that the Trust amend its existing
multi-class distribution structure to (i) reclassify the existing "Investor B
Shares" class of Nations Value Fund, Nations Capital Growth Fund, Nations
Emerging Growth Fund, Nations Special Equity Fund, Nations Balanced Assets Fund,
Nations Short-Intermediate Government Fund, Nations Managed Bond Fund, Nations
Short-Term Income Fund, Nations Diversified Income Fund, Nations Strategic Fixed
Income Fund, Nations Adjustable Rate Government Fund, Nations Municipal Income
Fund, Nations Short-Term Municipal Income Fund, Nations Intermediate Municipal
Bond Fund, Nations Florida Intermediate Municipal Bond Fund, Nations Georgia
Intermediate Municipal Bond Fund, Nations Maryland Intermediate Municipal Bond
Fund, Nations North Carolina Intermediate Municipal Bond Fund, Nations South
Carolina Intermediate Municipal Bond Fund, Nations Tennessee Intermediate
Municipal Bond Fund, Nations Texas Intermediate Municipal Bond Fund, Nations
Virginia Intermediate Municipal Bond Fund, Nations Florida Municipal Bond Fund,
Nations Georgia Municipal Bond Fund, Nations Maryland Municipal Bond Fund,
Nations North Carolina Municipal Bond Fund, Nations South Carolina Municipal
Bond Fund, Nations Tennessee Municipal Bond Fund, Nations Texas Municipal Bond
Fund and Nations Virginia Municipal Bond Fund (collectively, the "Non-Money
Market Funds"), as "Investor C Shares," and (ii) reclassify the existing
"Investor C Shares" class of each Non-Money Market Fund (except Nations Managed
Bond Fund, which does not offer Investor C Shares) as "Investor N Shares;" and
WHEREAS, the above-referenced classes (as redesignated) will have the
following characteristics:
1
<PAGE>
(i) Investor C Shares of the Non-Money Market Funds (previously
designated "Investor B Shares"): offered to customers of certain
financial institutions and broker-dealers that have entered into:
(a) a Sales Support Agreement with the Trust's Distributor pursuant
to a Rule 12b-1 Plan authorizing the payment of a distribution fee
not to exceed 0.75% (on an annual basis) of the average daily net
assets attributable to Investor C Shares of the Non-Money Market
Funds; and (b) a Shareholder Servicing Agreement with the Trust
authorizing payment of a shareholder servicing fee not to exceed
0.25% (on an annual basis) of the average daily net assets
attributable to Investor C Shares of the Non-Money Market Funds;
subject to a front-end sales charge and/or a contingent deferred
sales charge; subject to an automatic conversion feature into
Investor A Shares of the appropriate fund on such basis and at such
times as may be determined by agreement between the Trust and the
holders of Investor C Shares; and subject to certain retail transfer
agency fees; and
(ii) Investor N Shares of the Non-Money Market Funds (previously
designated "Investor C Shares"): offered to customers of financial
institutions and broker-dealers that have entered into (a) a Sales
Support Agreement with the Trust's Distributor authorizing the
payment of a distribution fee not to exceed 0.75% (on an annual
basis) of the average daily net assets attributable to Investor N
Shares of the Non-Money Market Funds; and (b) a Shareholder
Servicing Agreement with the Trust authorizing payment of a
shareholder servicing fee not to exceed 0.25% (on an annual basis)
of the average daily net assets attributable to Investor N Shares of
the Non-Money Market Funds; and subject to a contingent deferred
sales charge and certain retail transfer agency fees;
WHEREAS, it has been recommended that the Trust amend its multi-class
distribution structure with respect to the Investor A Shares of the Non-Money
Market Funds, which are to have the following characteristics:
(i) Investor A Shares of the Non-Money Market Funds (except Nations
Short-Term Income Fund and Nations Short-Term Municipal Income Fund:
offered to customers of certain financial institutions and
broker-dealers that have entered into a Sales Support Agreement with
the Trust's Distributor and a Shareholder Servicing Agreement with
the Trust pursuant to a 12b-1 Plan authorizing the payment of a
combined distribution and shareholder servicing fee not to exceed
0.25% (on an annual basis) of the average daily net assets
attributable to Investor A Shares of such Funds; and subject to a
front-end sales charge and/or a contingent deferred sales charge and
certain retail transfer agency fees; and
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<PAGE>
(ii) Investor A Shares of Nations Short-Term Income Fund and Nations
Short-Term Municipal Income Fund: offered to customers of certain
financial institutions and broker-dealers that have entered into (a)
a Sales Support Agreement with the Trust's Distributor pursuant to a
12b-1 Plan authorizing the payment of a distribution fee not to
exceed 0.25% (on an annual basis) of the average daily net assets
attributable to Investor A Shares of such Funds; and (b) a
Shareholder Servicing Agreement with the Trust pursuant to a
Shareholder Servicing Plan authorizing payment of a shareholder
servicing fee not to exceed 0.25% (on an annual basis) of the
average daily net assets attributable to Investor A Shares of such
Funds; and subject to a front-end sales charge and/or a contingent
deferred sales charge and certain retail transfer agency fees; and
WHEREAS, in deciding whether to amend the multi-class distribution
structure described above with respect to the Non-Money Market Funds, the
Trustees have considered the interests of each Non-Money Market Fund and its
respective shareholders;
NOW THEREFORE BE IT:
VOTED, that the amendments to the multi-class distribution structure
described above with respect to the Non-Money Market Funds be, and the same
hereby are, determined to be in the best interests of each Non-Money Market Fund
and its respective shareholders and that such amendments be, and the same hereby
are, approved; provided, however, that the implementation and operation of the
multi-class distribution structure with respect to the Non-Money Market Funds
shall be consistent in all material respects with the Order and the Amended
Order; and
FURTHER VOTED, that pursuant to Section 5.1 of the Trust's Declaration of
Trust, the following existing classes of shares of the Trust, be and each hereby
is, reclassified as follows:
(i) Investor C Shares of Nations Value Fund are reclassified as
Investor N Shares of such Fund;
(ii) Investor B Shares of Nations Value Fund are reclassified as
Investor C Shares of such Fund;
(iii) Investor C Shares of Nations Capital Growth Fund are reclassified
as Investor N Shares of such Fund;
(iv) Investor B Shares of Nations Capital Growth Fund are reclassified
as Investor C Shares of such Fund;
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<PAGE>
(v) Investor C Shares of Nations Emerging Growth Fund are
reclassified as Investor N Shares of such Fund;
(vi) Investor B Shares of Nations Emerging Growth Fund are
reclassified as Investor C Shares of such Fund;
(vii) Investor C Shares of Nations Special Equity Fund are reclassified
as Investor N Shares of such Fund;
(viii) Investor B Shares of Nations Special Equity Fund are reclassified
as Investor C Shares of such Fund;
(ix) Investor C Shares of Nations Balanced Assets Fund are
reclassified as Investor N Shares of such Fund;
(x) Investor B Shares of Nations Balanced Assets Fund are
reclassified as Investor C Shares of such Fund;
(xi) Investor C Shares of Nations Short-Intermediate Government Fund
are reclassified as Investor N Shares of such Fund;
(xii) Investor B Shares of Nations Short-Intermediate Government Fund
are reclassified as Investor C Shares of such Fund;
(xiii) Investor B Shares of Nations Managed Bond Fund are reclassified
as Investor C Shares of such Fund;
(xiv) Investor C Shares of Nations Short-Term Income Fund are
reclassified as Investor N Shares of such Fund;
(xv) Investor B Shares of Nations Short-Term Income Fund are
reclassified as Investor C Shares of such Fund;
(xvi) Investor C Shares of Nations Diversified Income Fund are
reclassified as Investor N Shares of such Fund;
(xvii) Investor B Shares of Nations Diversified Income Fund are
reclassified as Investor C Shares of such Fund;
(xviii) Investor C Shares of Nations Strategic Fixed Income Fund are
reclassified as Investor N Shares of such Fund;
(xix) Investor B Shares of Nations Strategic Fixed Income Fund are
reclassified as Investor C Shares of such Fund;
(xx) Investor C Shares of Nations Adjustable Rate Government Fund are
reclassified as Investor N Shares of such Fund;
4
<PAGE>
(xxi) Investor B Shares of Nations Adjustable Rate Government Fund are
reclassified as Investor C Shares of such Fund;
(xxii) Investor C Shares of Nations Municipal Income Fund are
reclassified as Investor N Shares of such Fund;
(xxiii) Investor B Shares of Nations Municipal Income Fund are
reclassified as Investor C Shares of such Fund;
(xxiv) Investor C Shares of Nations Short-Term Municipal Income Fund are
reclassified as Investor N Shares of such Fund;
(xxv) Investor B Shares of Nations Short-Term Municipal Income Fund are
reclassified as Investor C Shares of such Fund;
(xxvi) Investor C Shares of Nations Intermediate Municipal Bond Fund are
reclassified as Investor N Shares of such Fund;
(xxvii) Investor B Shares of Nations Intermediate Municipal Bond Fund are
reclassified as Investor C Shares of such Fund;
(xxviii) Investor C Shares of Nations Florida Intermediate Municipal Bond
Fund are reclassified as Investor N Shares of such Fund;
(xxix) Investor B Shares of Nations Florida Intermediate Municipal Bond
Fund are reclassified as Investor C Shares of such Fund;
(xxx) Investor C Shares of Nations Georgia Intermediate Municipal Bond
Fund are reclassified as Investor N Shares of such Fund;
(xxxi) Investor B Shares of Nations Georgia Intermediate Municipal Bond
Fund are reclassified as Investor C Shares of such Fund;
(xxxii) Investor C Shares of Nations Maryland Intermediate Municipal Bond
Fund are reclassified as Investor N Shares of such Fund;
(xxxiii) Investor B Shares of Nations Maryland Intermediate Municipal Bond
Fund are reclassified as Investor C Shares of such Fund;
(xxxiv) Investor C Shares of Nations North Carolina Intermediate
Municipal Bond Fund are reclassified as Investor N Shares of such
Fund;
(xxxv) Investor B Shares of Nations North Carolina Intermediate
Municipal Bond Fund are reclassified as Investor C Shares of such
Fund;
5
<PAGE>
(xxxvi) Investor C Shares of Nations South Carolina Intermediate
Municipal Bond Fund are reclassified as Investor N Shares of such
Fund;
(xxxvii) Investor B Shares of Nations South Carolina Intermediate
Municipal Bond Fund are reclassified as Investor C Shares of such
Fund;
(xxxviii) Investor C Shares of Nations Tennessee Intermediate Municipal
Bond Fund are reclassified as Investor N Shares of such Fund;
(xxxix) Investor B Shares of Nations Tennessee Intermediate Municipal
Bond Fund are reclassified as Investor C Shares of such Fund;
(xl) Investor C Shares of Nations Texas Intermediate Municipal Bond
Fund are reclassified as Investor N Shares of such Fund;
(xli) Investor B Shares of Nations Texas Intermediate Municipal Bond
Fund are reclassified as Investor C Shares of such Fund;
(xlii) Investor C Shares of Nations Virginia Intermediate Municipal Bond
Fund are reclassified as Investor N Shares of such Fund;
(xliii) Investor B Shares of Nations Virginia Intermediate Municipal Bond
Fund are reclassified as Investor C Shares of such Fund;
(xliv) Investor C Shares of Nations Florida Municipal Bond Fund are
reclassified as Investor N Shares of such Fund;
(xlv) Investor B Shares of Nations Florida Municipal Bond Fund are
reclassified as Investor C Shares of such Fund;
(xlvi) Investor C Shares of Nations Georgia Municipal Bond Fund are
reclassified as Investor N Shares of such Fund;
(xlvii) Investor B Shares of Nations Georgia Municipal Bond Fund are
reclassified as Investor C Shares of such Fund;
(xlviii) Investor C Shares of Nations Maryland Municipal Bond Fund are
reclassified as Investor N Shares of such Fund;
(xlix) Investor B Shares of Nations Maryland Municipal Bond Fund are
reclassified as Investor C Shares of such Fund;
(l) Investor C Shares of Nations North Carolina Municipal Bond Fund
are reclassified as Investor N Shares of such Fund;
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<PAGE>
(li) Investor B Shares of Nations North Carolina Municipal Bond Fund
are reclassified as Investor C Shares of such Fund;
(lii) Investor C Shares of Nations South Carolina Municipal Bond Fund
are reclassified as Investor N Shares of such Fund;
(liii) Investor B Shares of Nations South Carolina Municipal Bond Fund
are reclassified as Investor C Shares of such Fund;
(liv) Investor C Shares of Nations Tennessee Municipal Bond Fund are
reclassified as Investor N Shares of such Fund;
(lv) Investor B Shares of Nations Tennessee Municipal Bond Fund are
reclassified as Investor C Shares of such Fund;
(lvi) Investor C Shares of Nations Texas Municipal Bond Fund are
reclassified as Investor N Shares of such Fund;
(lvii) Investor B Shares of Nations Texas Municipal Bond Fund are
reclassified as Investor C Shares of such Fund;
(lviii) Investor C Shares of Nations Virginia Municipal Bond Fund are
reclassified as Investor N Shares of such Fund;
(lix) Investor B Shares of Nations Virginia Municipal Bond Fund are
reclassified as Investor C Shares of such Fund;
FURTHER VOTED, that consideration received by the Trust for the issue or
sale of any class of a Fund's Shares (individually a "Class" and collectively
the "Classes") shall be invested and reinvested with the consideration received
by the Trust for the issue and sale of all of such Fund's other Classes,
together with all income, earnings, profits and proceeds thereof, including the
proceeds derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form the
same may be, and any general assets of the Trust allocated to a particular Fund
by the Board of Trustees in accordance with the Trust's Declaration of Trust,
and each share of any Class of a Fund (individually, a "Share" and collectively,
the "Shares") shall share equally with each Share of all the Classes of a Fund
in such consideration and other assets, income, earnings, profits and proceeds
thereof; and
FURTHER VOTED, that each Share of each Class of a Fund shall be charged
equally with each Share of all the Classes of such Fund with the expenses and
liabilities of the Trust that are general expenses and liabilities applicable to
all Shares of the Trust or are expenses and liabilities applicable only to such
Fund's Shares, except that:
(i) Expenses related to the Rule 12b-1 Plan and/or Shareholder
Servicing Plan for Investor A Shares attributable to Investor A
Shares shall be charged only to such Investor A Shares;
7
<PAGE>
(ii) Expenses related to the Rule 12b-1 Plan and/or Shareholder
Servicing Plan for Investor B Shares attributable to Investor B
Shares shall be charged only to such Investor B Shares;
(iii) Expenses related to the Rule 12b-1 Plan and/or Shareholder
Servicing Plan for Investor C Shares attributable to Investor C
Shares shall be charged only to such Investor C Shares;
(iv) Expenses related to the Rule 12b-1 Plan and/or Shareholder
Servicing Plan for Investor N Shares attributable to Investor N
Shares shall be charged only to such Investor N Shares;
(v) Expenses related to Trust B Shares' Shareholder Servicing Plan
attributable to Trust B Shares shall be charged only to such
Trust B Shares;
(vi) Retail transfer agency fees attributable to Investor A, Investor
B, Investor C and Investor N Shares (collectively, the "Investor
Shares") shall be charged only to such Investor A, Investor B,
Investor C and Investor N Shares, respectively; and
(vii) Transfer agency fees attributable to Trust A and Trust B Shares
(collectively, the "Trust Shares") shall be charged only to such
Trust A and Trust B Shares, respectively; and
FURTHER VOTED, that, subject to the Order and the Amended Order, the
Trustees of the Trust reserve the right to allocate certain of the following
expenses attributable to a Fund's particular Class ("Class Expenses") on a basis
other than on the relative net asset values of all Classes of such Fund: (i)
transfer agent fees identified by the transfer agent as being attributable to a
specific Class of Shares; (ii) printing and postage expenses related to
preparing and distributing materials such as shareholder reports, notices,
prospectuses, reports and proxies to current shareholders of a specific Class of
Shares or to regulatory agencies with respect to a specific Class of Shares;
(iii) blue sky registration or qualification fees incurred by a Class of Shares;
(iv) SEC registration fees incurred by a Class of Shares; (v) the expense of
administrative and personnel services (including, without limitation, 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 a specific Class of Shares; (vi) different levels of
Rule 12b-1 and/or non-Rule 12b-1 fees and expenses incurred by a Class of
Shares; (vii) litigation or (viii) Trustees' fees incurred as a result of issues
relating to a particular Class of Shares; and (ix) independent accountants' fees
relating solely to a particular Class of Shares; and
FURTHER VOTED, that each Class of a Fund's Shares shall otherwise have the
same preferences, conversion, and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each other
Class of Shares of such Fund except that:
8
<PAGE>
(i) as otherwise expressly required by law, or when the Trustees
determine that the matter to be voted upon affects only the
interest of the shareholders of a particular Class or particular
Fund, only Shares of that Class or Fund will be allowed to vote
on that matter; and
(ii) only holders of a class of Investor Shares will be entitled to
vote on a matter submitted to shareholder vote with respect to
their respective Rule 12b-1 Plans applicable to each such class
of Investor Shares, except as noted in (iii) below; and
(iii) Investor C Shares (formerly Investor B Shares) of the Trust's
Non-Money Market Funds shall be convertible into Investor A
Shares on such basis and at such time as shall be described in
the Trust's prospectus relating to the offer and sale of such
Investor C Shares (formerly Investor B Shares), and in connection
with such conversion feature, any increase in a Non-Money Market
Fund's Rule 12b-1 fee applicable to such Fund's Investor A Shares
will be approved by a majority (as defined in the 1940 Act) of
that Fund's Investor A Shares and Investor C (formerly Investor
B) Shares entitled to convert to Investor A Shares, each voting
separately as a class, prior to the Fund's implementation of such
Rule 12b-1 fee increase; and
FURTHER VOTED, that the appropriate Officers of the Trust be, and each of
them hereby is, authorized to take all such actions as and when such Officer, in
consultation with the Trust's counsel, deems necessary or appropriate to effect
implementation of the amendments to the multi-class distribution structure
evidenced by the preceding votes including, but not limited to, executing,
sealing, delivering and filing a Certificate and/or Amendment to the Trust's
Declaration of Trust, and any and all other documents, instruments, papers and
writings; and
FURTHER VOTED, that the Officers of the Trust be, and each hereby is,
authorized and directed to do any and all such lawful acts as he or she may deem
necessary or appropriate to perform and carry out the preceding votes, such
determination to be conclusively evidenced by such acts.
9
<PAGE>
The foregoing votes remain in full force and effect as of the date hereof.
Dated: March 24, 1994 /s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before me
this 24 day of March, 1994
- -----------------------------
Name: Karen L. Ward
---------------------------
Notary Public
Commission Expires: 3-23-95
10
EX-99.B1(q)
NATIONS FUND TRUST
(A Massachusetts Business Trust)
CERTIFICATE: CLASSIFICATION OF SHARES
The undersigned, Secretary of Nations Fund Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
votes at a meeting held on January 26, 1995:
VOTED, that the name of Nations Special Equity Fund be, and it
hereby is, changed to "Nations Disciplined Equity Fund;" and
FURTHER VOTED, that the changes contemplated by the foregoing votes
shall become effective on such date as the Officers of the Trust, with
advice of counsel, deem appropriate;
FURTHER VOTED, that the Officers of the Trust be, and each hereby
is, authorized and directed to take such actions as that Officer, with
advice of counsel, deems necessary or advisable to effectuate the
foregoing votes, including, but not limited to, preparing, executing and
filing a Certificate of Classification of Shares and/or an Amendment to
the Declaration of Trust with the Commonwealth of Massachusetts and the
Clerk of the City of Boston reflecting the change in name of Nations
Special Equity Fund to Nations Disciplined Equity Fund.
The foregoing resolutions remain in full force and effect as of the date
hereof.
Date: ____________________
/s/ Richard H. Blank, Jr.
---------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before
me this _____ day of ____________,
1995.
- ------------------------------
Notary Public
EX-99.B1(r)
NATIONS FUND TRUST
(A Massachusetts Business Trust)
CERTIFICATE: CLASSIFICATION OF SHARES
The undersigned, Secretary of Nations Fund Trust (the "Trust"), hereby
certifies that the Board of Trustees of the Trust duly adopted the following
votes at a meeting held on October __, 1995:
WHEREAS, certain information has been provided to the Board of Trustees
concerning the approach to marketing and distributing the Funds of the Trust and
various methods generally available to investment companies to market and
distribute their shares to investors; and
WHEREAS, the Trustees of the Trust approved a multi-class plan pursuant to
Rule 18f-3 under the Investment Company Act of 1940 on April 13, 1995, and
certain amendments thereto on July 13, 1995 (the "Multi-Class Plan"), which
describes the terms of the Trust's multiple class share distribution system; and
WHEREAS, it has been recommended that the Trust establish a new investment
portfolio, the Nations Tax-Managed Equity Fund (the "New Fund"), which is to
have the following characteristics:
(i) Investor A Shares of the New Fund: to be offered to customers of
certain financial institutions and broker-dealers that have entered
into a Sales Support Agreement with Stephens Inc. ("Stephens"), and
a Shareholder Servicing Agreement with the Trust pursuant to a Rule
12b-1 Plan authorizing payment of a distribution and shareholder
servicing fee not to exceed 0.25% (on an annual basis) of the
average daily net assets attributable to Investor A Shares of the
New Fund; and to be subject to a contingent deferred sales charge,
not to exceed 1.00%, on redemptions of Investor A Shares of the New
Fund purchased through the Personal Investment Planner program, and
to certain retail transfer agency fees;
(ii) Trust A Shares of the New Fund: to be offered to customers of
certain banks and other financial institutions with respect to the
New Fund; and
(iii) Trust B Shares of the New Fund: to be offered to customers of
certain banks and other financial institutions that have entered
into a Shareholder Servicing Agreement with the Trust pursuant to a
Shareholder Servicing Plan authorizing payment of a shareholder
servicing fee not to exceed 0.25% (on an annual basis) of the
average daily net assets attributable to the New Fund's Trust B
Shares;
1
<PAGE>
NOW THEREFORE BE IT:
VOTED, that pursuant to Section 5.1 of the Trust's Declaration of Trust,
an unlimited number of authorized, unissued shares be, and they hereby are,
allocated to the New Fund and divided into and classified as a separate class or
classes of the New Fund as follows:
(i) Nations Tax-Managed Equity Fund -- Investor A Shares;
(ii) Nations Tax-Managed Equity Fund -- Trust A Shares; and
(iii) Nations Tax-Managed Equity Fund -- Trust B Shares; and
FURTHER VOTED, that the Board of Trustees of the Trust, including a
majority of the Trustees who are not interested persons of the Trust, hereby
find that the amendments to the Multi-Class Plan for the Trust, as presented at
this meeting, including the method contained herein for allocating expenses
among the classes in a single Fund, are in the best interests of each class of
shares of the Trust individually and the Trust as a whole; and
FURTHER VOTED, that the amendments to the Multi-Class Plan for the Trust,
as presented to this meeting, be, and they hereby are, ratified and approved by
the Board of Trustees, including a majority of the Trustees who are not
interested persons of the Trust; and
FURTHER VOTED, that consideration received by the Trust for the issue or
sale of any class of the New Fund's shares (individually a "Class" and
collectively the "Classes") shall be invested and reinvested with the
consideration received by the Trust for the issue and sale of all of the New
Fund's other Classes, together with all income, earnings, profits and proceeds
thereof, including the proceeds derived from the sale, exchange or liquidation
thereof, any funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, and any general assets of the Trust allocated to
the New Fund by the Board of Trustees in accordance with the Trust's Declaration
of Trust, and each share of any Class of the New Fund (individually, a "Share"
and collectively, the "Shares") shall share equally with each Share of all the
Classes of the New Fund in such consideration and other assets, income,
earnings, profits and proceeds thereof; and
FURTHER VOTED, that the Officers of the Trust be, and each hereby is,
authorized and directed to take all such actions as and when the officers taking
such action, in consultation with the Trust's counsel, deem necessary or
appropriate to effect establishment of the New Fund including, but not limited
to, executing, sealing, delivering and filing a Certificate and/or Amendment to
the Trust's Declaration of Trust, and any and all other documents, instruments,
papers and writings as he or she may deem necessary or appropriate to perform
and carry out the preceding votes, such determination to be conclusively
evidenced by such acts.
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<PAGE>
The foregoing votes remain in full force and effect as of the date hereof.
Dated: October __, 1995
/s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before
me this __ day of October __, 1995
- -----------------------------
Name:________________________
Notary Public
Commission Expires:_____________
3
EX-99.B2(a)
AMENDED AND RESTATED
CODE OF REGULATIONS
of
NATIONS FUND TRUST
ARTICLE I
TRUSTEES
1.1 Number and Term of Office. The number of Trustees shall be such
number, not less than three (3) nor more than ten (10), as may be fixed from
time to time by the Trustees, provided that if there are no Shares outstanding
the number of Trustees may be less than three (3) but not less than one (1),
provided further that if there are Shares outstanding and so long as there are
less than three (3) Shareholders, the number of Trustees may be less than three
(3) but not less than the number of Shareholders. Each Trustee shall hold office
until the next meeting of the Shareholders following his election or appointment
as a Trustee at which trustees are elected and until his successor shall have
been elected and qualified.
1.2 Place of Meeting; Telephone Meeting. Meetings of the Trustees, regular
or special, shall be held at the principal office of the Trust or at such other
place as the Trustees may from time to time determine. The Trustees or any
committee thereof may participate in a meeting of the Trustees or of such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the conference may hear each
other at the same time and participation by such means shall constitute presence
in person at the meeting except to the extent the Investment Company Act of 1940
may otherwise require.
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<PAGE>
1.3 Regular Meetings. Regular meetings of the Trustees may be held without
notice at such time and at the principal office of the Trust or at such other
place as the Trustees may from time to time determine.
1.4 Special Meetings. Special meetings of the Trustees may be called by
the President on one day's notice to each Trustee; special meetings of the
Trustees shall be called by the President or Secretary in like manner and on
like notice on the written request of three Trustees.
1.5 Committees. The Trustees may by resolution passed by a majority of the
Trustees appoint from among its members an executive committee and other
committees composed of two or more Trustees, and may delegate to such
committees, in the intervals between meetings of the Trustees, any or all of the
powers of the Trustees in the management of the business and affairs of the
Trust, except the power to issue Shares in the Trust or to recommend to
Shareholders any action requiring Shareholders' approval.
1.6 Chairman of the Board. The Trustees may at any time appoint one of
their number as Chairman of the Board, who shall serve at the pleasure of the
Trustees and shall perform and execute such duties as the Trustees may from time
to time provide but who shall not by reason of performing or executing these
duties be deemed an officer or employee of the Trust.
1.7 Compensation. Trustees shall be entitled to receive such compensation
from the Trust for their service as Trustees as may from time to time be
approved by the Board of Trustees.
1.8 Qualifications of Trustees. No person shall be qualified to stand for
election or appointment as a Trustee if such person has already reached the age
of 70. Each Trustee shall retire from service on the Board of Trustees no later
than the end of the calendar year in which such Trustee reaches age 70, provided
that any Trustee who is a Trustee as of January 25, 1995 and who had reached the
age of 70 prior to such date may continue to serve as a Trustee of the Trust
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 vote of a
majority of the other Trustees.
2
<PAGE>
ARTICLE II
SHAREHOLDERS
2.1 Meetings. Meetings of the Shareholders of the Trust may be called by
the Trustees and shall be called by the Trustees whenever required by law or
upon the written request of the holders of at least ten percent (10%) of the
outstanding Shares entitled to vote.
2.2 Notice. Written notice, stating the place, day and hour of each
meeting of the Shareholders and the general nature of the business to be
transacted shall be given by, or at the direction of, the person calling the
meeting to each Shareholder of record entitled to vote at the meeting at least
ten days prior to the day named for the meeting, unless in a particular case a
longer period of notice is required by law.
2.3 Shareholders' List. The officer or agent having charge of the transfer
books for Shares of the Trust shall make, at least five days before each meeting
of the Shareholders, a complete list of the Shareholders entitled to vote at the
meeting, arranged in alphabetical order with the address of and the number of
Shares held by each such Shareholder. The list shall be kept on file at the
office of the Trust and shall be subject to inspection by any Shareholders at
any time during usual business hours and shall also be produced and kept open at
the time and place of each meeting of Shareholder and shall be subject to the
inspection of any Shareholder during each meeting of Shareholders.
2.4 Record Date. The Trustees may fix a time (during which they may close
the Share transfer books of the Trust) not more than ninety (90) days prior to
the date of any meeting of the Shareholders, or the date fixed for the payment
of any dividend, or the date of the allotment of rights or the date when any
change or conversion or exchange of Shares shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, or to vote
at, any such meeting, or entitled to receive payment of any such dividend, or to
receive any such allotment of rights, or to exercise such rights, as the case
may be. In such case, only such Shareholders as shall be Shareholders of record
at the close of business on the date so fixed shall be entitled to notice of, or
to vote at, such meeting or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any Shares on the books of the Trust after any
record date fixed, as aforesaid.
3
<PAGE>
ARTICLE III
NOTICES
3.1 Form. Notices to the Trustees shall be oral or by telephone or
telegram or in writing delivered personally or mailed to the Trustees at their
addresses appearing on the books of the Trust. Notices to the Shareholders shall
be in writing and delivered personally or mailed to the Shareholders at their
addresses appearing on the books of the Trust. Oral notice shall be deemed to be
given when given directly to the person required to be notified and notice by
mail shall be deemed to be given when deposited in the United States mail or
with a telegraph office for transmission. Notice to the Trustees need not state
the purpose of a regular or special meeting of the Trustees or committee.
3.2 Waiver. Whenever any notice of the time, place or purpose of any
meeting of the Shareholders, the Trustees or a committee is required to be given
under the provisions of Massachusetts law or under the provisions of the
Declaration of Trust or these Regulations, a waiver thereof 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 of the Shareholders in person or by proxy, or at the meeting of
the Trustees or the committee in person, shall be deemed equivalent to the
giving of such notice to such persons.
ARTICLE IV
OFFICERS
4.1 Number. The officers of the Trust shall be chosen by the Trustees and
shall include a President, a Secretary and a Treasurer. The Board of Trustees
may from time to time elect or appoint one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers.
4.2 Other Officers. The Trustees from time to time may appoint such other
officers and agents as they shall deem advisable, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as the
Trustees may from time to time prescribe. The Trustees may delegate to one or
more officers or agents the power to appoint any such subordinate officers or
agents and to prescribe the respective rights, terms of office, authorities and
duties.
4
<PAGE>
4.3 Election and Tenure. The officers of the Trust shall be chosen by the
Trustees. Two or more offices 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 is required by law, the Declaration of Trust or these
Regulations to be executed, acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Trustees. An officer of the Trust may
resign by filing a written resignation with the President or with the Trustees
or with the Secretary. Any vacancy occurring in any office of the Trust by
death, resignation, removal or otherwise may be filled by the Trustees.
4.4 Compensation. The salaries or other compensation of all officers and
agents of the Trust shall be fixed by the Trustees, except that the Trustees may
delegate to any committee the power to fix the salary or other compensation of
any officer of the Trust.
4.5 President. The President shall be the chief executive officer of the
Trust; he shall preside at all meetings of the Trustee and of the Shareholders
unless a Chairman has been designated; and he shall see that all orders and
resolutions of the Trustees are carried into effect. He, or such other person as
he or the Board of Trustees may authorize, shall sign, execute and acknowledge,
in the name of the Trust, deeds, mortgages, bonds, contracts and other
instruments authorized by the Trustees, except in the case where the signing and
execution thereof shall be delegated by the Trustees to some other officer or
agent of the Trust. The President shall also be the chief administrative officer
of the Trust and shall perform such other duties and shall have such other
powers as the Trustees may from time to time prescribe.
4.6 Vice Presidents. The Vice Presidents, in the order of their seniority,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President, and shall perform such other duties as the
Trustees may from time to time prescribe.
4.7 Secretary. The Secretary shall attend all meetings of the Trustees and
of the Shareholders and shall record all the proceedings thereof and shall
perform like duties for any committee when required. He shall give, or cause to
be given, notice of meetings of the Trustees and of the Shareholders, and shall
perform such other duties as may be prescribed by the Trustees or the President,
under whose supervision he shall be. He shall keep in safe custody the seal of
the Trust and, when authorized by the Trustees, affix and attest the same to any
instrument requiring it, provided that, in lieu of affixing the seal of the
Trust to any document, it shall be sufficient to meet the requirements of any
law, rule or regulation relating to a seal to affix the word "(SEAL)" adjacent
to the signature of the authorized officer of the Trust. The Trustees may give
general authority to any other officer to affix the seal of the Trust and to
attest the affixing by his signature.
5
<PAGE>
4.8 Assistant Secretaries. The Assistant Secretaries, in order of their
seniority, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties as the Trustees may from time to time prescribe.
4.9 Treasurer. The Treasurer shall be the chief financial officer of the
Trust. He shall be responsible for the maintenance of its accounting records and
shall render to the Trustees when the Trustees so require an account of all the
Trust's financial transactions and a report of the financial condition of the
Trust.
4.10 Assistant Treasurers. The Assistant Treasurers, in the order of their
seniority, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties as the Trustees may from time to time prescribe.
ARTICLE V
INVESTMENT RESTRICTIONS
The Trustees may from time to time adopt such restrictions upon the
investment of the assets of the Trust, or amendments thereto, as they may
consider necessary or desirable, provided that any such restriction or amendment
shall be approved by a majority of the outstanding Shares of the Trust entitled
to vote thereon if required by the Investment Company Act of 1940, as amended.
ARTICLE VI
GENERAL PROVISIONS
6.1 Inspection of Books. The Trustees may from time to time determine
whether and to what extent, and at what time and places, and under what
conditions and regulations the accounts and books of the Trust or any of them
shall be open to the inspections of the Shareholders; and no Shareholder shall
have any right of inspecting any account or book or document of the Trust except
as conferred by law or authorized by the Trustees or by resolution of the
Shareholders.
6
<PAGE>
6.2 Reports. The Trust shall transmit to the Shareholders and/or file with
federal and state regulatory agencies such reports of its operations as the
Trustees shall consider necessary or desirable or as may be required by law.
6.3 Bonding of Officers and Employees. All officers and employees of the
Trust shall be bonded to such extent, and in such manner, as may be required by
law.
6.4 Transfer of Shares. Transfer of Shares shall be made on the books of
the Trust at the direction of the person named on the Trust's books or named in
the certificates for such Shares (if issued), or by his attorney lawfully
constituted in writing, and upon surrender of the certificate or certificates
for such Shares (if issued) properly endorsed, together with a proper request
for redemption, to the Trust's transfer agent, with such evidence of the
authenticity of such transfer, authorization and other matters as the Trust or
its agents may reasonably require, and subject to such other reasonable
conditions and requirements as may be required by the Trust or its agents; or if
the Trustees shall by resolution so provide, transfer of Shares may be made in
any other manner provided by law.
ARTICLE VII
AMENDMENTS
This Code of Regulations may be altered or repealed by the Trustees at any
regular or special meeting of the Trustees.
Last Amended: April 13, 1995
7
EX-99.B5(a)
INVESTMENT ADVISORY AGREEMENT
NATIONS FUND TRUST
THIS AGREEMENT is made as of this 1st day of January, 1996, by and between
NATIONS FUND TRUST, a Massachusetts business trust (the "Trust"), and
NATIONSBANC ADVISORS, INC., a North Carolina corporation (the "Adviser"), on
behalf of those portfolios of the Trust now or hereafter identified on Schedule
I hereto (each a "Fund" and collectively, the "Funds").
WHEREAS, the Trust is registered with the Securities and Exchange Commission
( the "Commission") as an open-end, management investment company under the
Investment Company Act of 1940, as amended ( the "1940 Act"); 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 Trust and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Trust upon the terms and
conditions hereinafter set forth; and
WHEREAS, the Trust 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,
it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Adviser to act as investment
adviser to each Fund for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided. In the event
that the Trust establishes one or more portfolios other than the Funds with
respect to which it desires to retain the Adviser to act as investment adviser
hereunder, it shall notify the Adviser in writing. If the Adviser is willing to
render such services under this Agreement it shall notify the Trust in writing
whereupon such portfolio shall become a Fund hereunder and shall be subject to
the provisions of this Agreement except to the extent that said provisions
(including those relating to the compensation payable by the Fund to the
Adviser) are modified with respect to such Fund in writing by the Trust and the
Adviser at the time.
2. Delegation of Responsibilities. Subject to the approval of the Trust's
Board of Trustees 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 compensating the
Sub-Adviser(s) for services rendered under the Sub-Advisory Agreement(s).
-1-
<PAGE>
3. Delivery of Documents. The Trust has furnished the Adviser with copies,
properly certified or authenticated, of each of the following:
(a) The Trust's Declaration of Trust as filed with the Secretary of The
Commonwealth of Massachusetts on May 14, 1985, and all amendments thereto (such
Declaration of Trust, as presently in effect and as it shall from time to time
be amended, is herein called the "Declaration of Trust");
(b) The Trust's Code of Regulations and amendments thereto (such Code
of Regulations, as presently in effect and as it shall from time to time be
amended, is herein called the "Code");
(c) Votes of the Trust's Board of Trustees authorizing the appointment
of the Adviser and approving this Agreement;
(d) The Trust's Registration Statement, as amended, on Form N-1A under
the Securities Act of 1933, as amended (the "1933 Act") (File No. 2-97817) and
under the 1940 Act; and
(e) The most recent prospectus(es) of the Trust relating to each Fund
(such prospectus(es) together with the related statement(s) of additional
information, as presently in effect and all amendments and supplements thereto,
are herein called the "Prospectus").
The Trust will furnish the Adviser from time to time with copies of all
amendments of or supplements to the foregoing, if any.
4. Management. Subject to the supervision of the Trust's Board of Trustees,
the Adviser will provide a continuous investment program for each Fund,
including investment research and management with respect to all securities,
investments, cash and cash equivalents in each Fund. The Adviser will determine
from time to time what securities and other investments will be purchased,
retained or sold by the Funds and will place the daily orders for the purchase
or sale of securities. The Adviser will provide the services rendered by it
under this Agreement in accordance with each Fund's investment objective,
policies and restrictions as stated in the Prospectus and votes of the Trust's
Board of Trustees. The Adviser further agrees that it will:
(a) Update each Fund's cash availability throughout the day as
required;
(b) Maintain historical tax lots for each portfolio security held by
each Fund;
(c) Transmit trades to the Trust's custodian for proper settlement;
-2-
<PAGE>
(d) Maintain all books and records with respect to each Fund's
securities and transactions;
(e) Supply the Trust and its Board of Trustees with reports and
statistical data as requested; and
(f) Prepare a quarterly broker security transaction summary and monthly
security transaction listing for each Fund.
5. Other Covenants. The Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Commission and will in addition conduct its activities under this Agreement in
accordance with other applicable law, including but not limited to the 1940 Act
and the Advisers Act;
(b) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(c) will not make loans to any person to purchase or carry Fund shares;
(d) will place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or dealer. Subject to
the other provisions of this paragraph, in executing portfolio transactions and
selecting brokers or dealers, the Adviser will use its best efforts to seek on
behalf of each Fund the best overall terms available. In assessing the best
overall terms available for any transaction, the Adviser shall consider all
factors that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the broker/dealer to execute
a particular transaction, the Adviser may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) provided to the Fund and/or other accounts
over which the Adviser or an affiliate of the Adviser exercises investment
discretion. The Adviser is authorized, subject to the prior approval of the
Trust's Board of Trustees, to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for any Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if, but only
if, the Adviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer-viewed in terms of that particular transaction or in terms of
the overall responsibilities of the Adviser to the particular Fund and to the
Trust. In addition, the Adviser is authorized to take into account the sale of
shares of the Trust in allocating purchase and sale orders for portfolio
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Adviser or the Trust's principal underwriter), provided that
the Adviser believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified firms. In no instance,
however, will portfolio securities be purchased from or sold to the Adviser or
the Trust's principal underwriter for the Funds or an affiliated person of
either acting as principal or broker, except as permitted by the Commission or
applicable law;
-3-
<PAGE>
(e) will maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking operations
of its affiliates. In making investment recommendations for a Fund, its
investment advisory personnel will not inquire or take into consideration
whether the issuer (or related supporting institution) of securities proposed
for purchase or sale for the Fund's account are customers of the commercial
departments of its affiliates. In dealing with commercial customers, such
commercial departments will not inquire or take into consideration whether
securities of those customers are held by the Fund; and
(f) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior, present
or potential shareholders, and will not 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 Trust, which
approval shall not be unreasonably withheld and may not be withheld and will be
deemed granted where the Adviser 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 Trust).
6. Services Not Exclusive. The services furnished by the Adviser hereunder
are deemed not to be exclusive, and the Adviser shall be free to furnish similar
services to others so long as its services under this Agreement are not impaired
thereby. To the extent that the purchase or sale of securities or other
investments of the same issuer may be deemed by the Adviser to be suitable for
two or more accounts managed by the Adviser, the available securities or
investments may be allocated in a manner believed by the Adviser to be equitable
to each account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by a Fund or the size of the
position obtainable for or disposed of by a Fund.
7. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for each Fund are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act.
8. Expenses. During the term of this Agreement, the Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased or sold
for the Funds. In addition, if the aggregate expenses borne by any Fund in any
fiscal year exceed the applicable expense limitations imposed by the securities
regulations of any state in which its shares are registered or qualified for
sale to the public, the Adviser together with the Fund's administrator(s) shall
reimburse such Fund for such excess in proportion to the fees otherwise payable
to them for such year. The obligation of the Adviser to reimburse the Trust
hereunder is limited in any fiscal year to the amount of its fee hereunder for
such fiscal year, provided, however, that notwithstanding the foregoing, the
Adviser shall reimburse the Trust for the full amount of its share of any such
excess expenses regardless of the fees paid to it during such fiscal year to the
extent that the securities regulations of any state having jurisdiction over the
Trust so require. Such expense reimbursement, if any, will be estimated,
reconciled and paid on a monthly basis.
-4-
<PAGE>
9. Compensation. For the services provided to each Fund and the expenses
assumed pursuant to this Agreement, the Trust will pay the Adviser and the
Adviser will accept as full compensation therefor a fee for that Fund determined
in accordance with Schedule I attached hereto. The fee attributable to each Fund
shall be a separate charge to such Fund and shall be the several (and not joint
or joint and several) obligation of each such Fund. The Trust and the Adviser
may, from time to time, agree to reduce, limit or waive the amounts payable
hereunder with respect to one or more Funds for such period or periods they deem
advisable.
10. Limitation of Liability. The Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Trust in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser or any of its officers, directors,
employees or agents, in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
11. Duration and Termination. 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 Trust's Board of Trustees 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 Trust's Trustees
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
Trustees of the Trust), by votes cast in person at a meeting
specifically called for such purpose.
Notwithstanding the foregoing, this Agreement may be terminated as to any Fund
at any time, without the payment of any penalty, by the Trust (by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the particular Fund), or by the Adviser on sixty (60) days'
written notice. The notice provided for herein may be waived by the party
entitled to receipt thereof. This Agreement will immediately terminate in the
event of its assignment. As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" shall have
the same meanings as such terms have in the 1940 Act.
-5-
<PAGE>
12. 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.
13. Release. The names "Nations Fund Trust" and "Trustees of Nations Fund
Trust" refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985, which is hereby referred to and a copy of which is on
file at the office of the Secretary of The Commonwealth of Massachusetts and the
principal office of the Trust. The obligations of "Nations Fund Trust" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, or representatives of the Trust
personally, but bind only the Trust Property, and all persons dealing with any
class of shares of the Trust must look solely to the Trust Property belonging to
such class for the enforcement of any claims against the Trust.
14. Miscellaneous. 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. 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 and shall be
governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
NATIONS FUND TRUST
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
-6-
<PAGE>
SCHEDULE I
The Trust shall pay the Adviser as full compensation for services provided
and expenses assumed hereunder an advisory fee for each Fund, computed daily and
payable monthly at the annual rates listed below as a percentage of the average
daily net assets of the Fund:
----------------------------------------------------------------
Rate of
Fund Compensation
----------------------------------------------------------------
Nations Government Money Market Fund 0.40%
----------------------------------------------------------------
Nations Tax Exempt Fund 0.40%
----------------------------------------------------------------
Nations Value Fund 0.75%
----------------------------------------------------------------
Nations Strategic Equity Fund 0.75%
----------------------------------------------------------------
Nations Capital Growth Fund 0.75%
----------------------------------------------------------------
Nations Emerging Growth Fund 0.75%
----------------------------------------------------------------
Nations Equity Index Fund 0.50%
----------------------------------------------------------------
Nations Managed Index Fund 0.50%
----------------------------------------------------------------
Nations Managed SmallCap Index Fund 0.50%
----------------------------------------------------------------
Nations Managed Value Index Fund 0.50%
----------------------------------------------------------------
Nations Managed SmallCap Value Index Fund 0.50%
----------------------------------------------------------------
Nations Disciplined Equity Fund 0.75%
----------------------------------------------------------------
Nations Marsico Focused Equities Fund 0.85%
----------------------------------------------------------------
Nations Marsico Growth & Income Fund 0.85%
----------------------------------------------------------------
Nations Balanced Assets Fund 0.75%
----------------------------------------------------------------
Nations Short-Intermediate Government Fund 0.60%
----------------------------------------------------------------
Nations Short-Term Income Fund 0.60%
----------------------------------------------------------------
Nations Diversified Income Fund 0.60%
----------------------------------------------------------------
Nations Strategic Fixed Income Fund 0.60%
----------------------------------------------------------------
Nations Municipal Income Fund 0.60%
----------------------------------------------------------------
Nations Short-Term Municipal Income Fund 0.50%
----------------------------------------------------------------
Nations Intermediate Municipal Bond Fund 0.50%
----------------------------------------------------------------
Nations Florida Municipal Bond Fund 0.60%
----------------------------------------------------------------
Nations Georgia Municipal Bond Fund 0.60%
----------------------------------------------------------------
Nations Maryland Municipal Bond Fund 0.60%
----------------------------------------------------------------
Nations North Carolina Municipal Bond Fund 0.60%
----------------------------------------------------------------
Nations South Carolina Municipal Bond Fund 0.60%
----------------------------------------------------------------
Nations Tennessee Municipal Bond Fund 0.60%
----------------------------------------------------------------
Nations Texas Municipal Bond Fund 0.60%
----------------------------------------------------------------
Nations Virginia Municipal Bond Fund 0.60%
----------------------------------------------------------------
Nations Florida Intermediate Municipal Bond Fund 0.50%
----------------------------------------------------------------
Nations Kansas Intermediate Municipal Bond Fund 0.50%
----------------------------------------------------------------
Nations Georgia Intermediate Municipal Bond Fund 0.50%
----------------------------------------------------------------
Nations Maryland Intermediate Municipal Bond Fund 0.50%
----------------------------------------------------------------
Nations North Carolina Intermediate Municipal
Bond Fund 0.50%
----------------------------------------------------------------
Nations South Carolina Intermediate Municipal
Bond Fund 0.50%
----------------------------------------------------------------
Nations Tennessee Intermediate Municipal Bond Fund 0.50%
----------------------------------------------------------------
Nations Texas Intermediate Municipal Bond Fund 0.50%
----------------------------------------------------------------
Nations Virginia Intermediate Municipal Bond Fund 0.50%
----------------------------------------------------------------
-7-
<PAGE>
Amended: October 15, 1996
July 31, 1997
December 9, 1997
June 4, 1998
IN WITNESS WHEREOF, the parties hereto have caused this amended Schedule I
to be executed by their officers designated below as of the 4th day of June,
1998.
NATIONS FUND TRUST
on behalf of the Funds
By: /s/ A. Max Walker
-------------------------------
A. Max Walker
President and Chairman of the
Board of Trustees
NATIONSBANC ADVISORS, INC.
By: /s/ Robert H. Gordon
-------------------------------
Robert H. Gordon
President and Director
-8-
EX-99.B5(b)
SUB-ADVISORY AGREEMENT
NATIONS FUND TRUST
THIS AGREEMENT is made as of this 1st day of January, 1996, by and between
NATIONSBANC ADVISORS, INC., a North Carolina corporation (the "Adviser"),
TRADESTREET INVESTMENT ASSOCIATES, INC., a Maryland corporation (the
"Sub-Adviser"), and NATIONS FUND TRUST, a Massachusetts business trust (the
"Trust"), on behalf of those portfolios of the Trust now or hereafter identified
on Schedule I hereto (each a "Fund" and collectively, the "Funds").
WHEREAS, the Trust is registered with the Securities and Exchange Commission
(the "Commission") as an open-end, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); 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 Sub-Adviser also is registered with the Commission under the
Advisers Act as an investment adviser; and
WHEREAS, the Adviser and the Trust 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 Trust, wishes to retain the Sub-Adviser for purposes of
rendering advisory services to the Adviser and the Trust in connection with the
Funds upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. Appointment of Sub-Adviser. The Adviser hereby appoints, and the Trust
hereby approves, the Sub-Adviser to render investment research and advisory
services to the Adviser and the Trust with respect to the Funds, under the
supervision of the Adviser and subject to the policies and control of the
Trust's Board of Trustees, and the Sub-Adviser hereby accepts such appointment,
all subject to the terms and conditions contained herein.
2. Investment Services. Subject to the supervision of the Adviser and the
Trust's Board of Trustees, the Sub-Adviser will provide a continuous investment
program for each Fund, including investment research and management with respect
to all securities, investments, cash and cash equivalents in each Fund. The
Sub-Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Funds and will place the
daily orders for the purchase or sale of securities. The Sub-Adviser will
provide the services rendered by it under this Agreement in accordance with each
Fund's investment objective, policies and restrictions as stated in the
Prospectus and votes of the Trust's Board of Trustees. The Sub-Adviser shall
provide such additional services related to the continuous investment program,
including recordkeeping services, as may reasonably be requested from time to
time by the Trust or the Adviser.
-1-
<PAGE>
3. Control by Board of Trustees. 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 Trust, shall at all times by
subject to any directives of the Board of Trustees of the Trust.
4. Other Covenants. In carrying out its obligations under this Agreement,
the Sub-Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Commission and will in addition conduct its activities under this Agreement in
accordance with other applicable law, including but not limited to the 1940 Act
and the Advisers Act;
(b) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(c) will not make loans to any person to purchase or carry Fund shares;
(d) will place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or dealer. Subject to
the other provisions of this paragraph, in executing portfolio transactions and
selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek
on behalf of each Fund the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Adviser shall consider all
factors that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the broker/dealer to execute
a particular transaction, the Sub-Adviser may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) provided to the Fund and/or other accounts
over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises
investment discretion. The Sub-Adviser is authorized, subject to the prior
approval of the Trust's Board of Trustees, to pay to a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for any Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer-viewed in terms of that particular
transaction or in terms of the overall responsibilities of the Sub-Adviser to
the particular Fund and to the Trust. In addition, the Sub-Adviser is authorized
to take into account the sale of shares of the Trust in allocating purchase and
sale orders for portfolio securities to brokers or dealers (including brokers
and dealers that are affiliated with the Sub-Adviser or the Trust's principal
underwriter), provided that the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with other
qualified firms. In no instance, however, will portfolio securities be purchased
from or sold to the Sub-Adviser or the Trust's principal underwriter for the
Funds or an affiliated person of either acting as principal or broker, except as
permitted by the Commission or applicable law;
-2-
<PAGE>
(e) will maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking operations
of its affiliates. In making investment recommendations for a Fund, its
investment advisory personnel will not inquire or take into consideration
whether the issuer (or related supporting institution) of securities proposed
for purchase or sale for the Fund's account are customers of the commercial
departments of its affiliates. In dealing with commercial customers, such
commercial departments will not inquire or take into consideration whether
securities of those customers are held by the Fund; and
(f) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior, present
or potential shareholders, and will not 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 Trust, which
approval shall not be unreasonably withheld and may not be withheld and will be
deemed granted where the Sub-Adviser 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 Trust).
5. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are deemed not to be exclusive, and the Sub-Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. To the extent that the purchase or sale of securities
or other investments of the same issuer may be deemed by the Sub-Adviser to be
suitable for two or more accounts managed by the Sub-Adviser, the available
securities or investments may be allocated in a manner believed by the
Sub-Adviser to be equitable to each account. It is recognized that in some cases
this procedure may adversely affect the price paid or received by a Fund or the
size of the position obtainable for or disposed of by a Fund.
6. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for each Fund are the property of the Trust and further agrees to
surrender promptly to the Adviser or the Trust any of such records upon request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
-3-
<PAGE>
7. Expenses. During the term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased or sold
for the Funds. In addition, the Sub-Adviser acknowledges that the Adviser has
agreed, pursuant to the Investment Advisory Agreement, that, if the aggregate
expenses borne by any Fund in any fiscal year exceed the applicable expense
limitations imposed by the securities regulations of any state in which its
shares are registered or qualified for sale to the public, the Adviser together
with the Fund's administrator(s) shall reimburse such Fund for such excess in
proportion to the fees otherwise payable to them for such year. If, for any
fiscal year of a Fund, the amount of the aggregate advisory fee which the Trust
would otherwise be obligated to pay is reduced pursuant to expense limitation
provisions of the Investment Advisory Agreement, the fee which the Sub-Adviser
would otherwise receive pursuant to this Agreement shall be reduced
proportionately.
8. Compensation. For the services provided to each Fund and the expenses
assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser and the
Sub-Adviser will accept as full compensation therefor a fee for that Fund
determined in accordance with Schedule I attached hereto. The Adviser and the
Sub-Adviser may, from time to time, agree to reduce, limit or waive the amounts
payable hereunder with respect to one or more Funds for such period or periods
they deem advisable. 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 Trust or the Fund with respect to
compensation under this Agreement.
9. Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Adviser or
the Company in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Sub-Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement.
10. Duration and Termination. This Agreement shall become effective with
respect to a Fund when approved by the Trustees of the Trust, and if so
approved, this Agreement shall thereafter continue from year to year, provided
that the continuation of the Agreement is specifically approved at least
annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of a Fund (as defined in
Section 2(a)(42) of the 1940 Act), and
(b) by the affirmative vote of a majority of the Trust's Trustees
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
Trustees of the Trust), by votes cast in person at a meeting
specifically called for such purpose.
-4-
<PAGE>
Notwithstanding the foregoing, this Agreement may be terminated as to any Fund
at any time, without the payment of any penalty, by the Trust (by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the particular Fund), or by the Sub-Adviser or Adviser on sixty
(60) days' written notice to the other parties to this Agreement. The notice
provided for herein may be waived by the party entitled to receipt thereof. This
Agreement will immediately terminate in the event of its assignment. As used in
this Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meanings as such terms
have in the 1940 Act.
11. 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.
12. Release. The names "Nations Fund Trust" and "Trustees of Nations Fund
Trust" refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985, which is hereby referred to and a copy of which is on
file at the office of the Secretary of The Commonwealth of Massachusetts and the
principal office of the Trust. The obligations of "Nations Fund Trust" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, or representatives of the Trust
personally, but bind only the Trust property, and all persons dealing with any
class of shares of the Trust must look solely to the property belonging to such
class for the enforcement of any claims against the Trust.
13. Miscellaneous. 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. 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 and shall be
governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
NATIONS FUND TRUST
on behalf of the Funds
By: /s/ A. Max Walker
------------------------------
A. Max Walker
President and Chairman of the
Board of Directors
-5-
<PAGE>
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
-6-
<PAGE>
SCHEDULE I
The Adviser shall pay the Sub-Adviser as full compensation for services
provided and expenses assumed hereunder a sub-advisory fee for each Fund,
computed daily and payable monthly at the annual rates listed below as a
percentage of the average daily net assets of the Fund:
----------------------------------------------------------------
Rate of
Fund Compensation
----------------------------------------------------------------
Nations Government Money Market Fund 0.055%
----------------------------------------------------------------
Nations Tax Exempt Fund 0.055%
----------------------------------------------------------------
Nations Value Fund 0.25%
----------------------------------------------------------------
Nations Capital Growth Fund 0.25%
----------------------------------------------------------------
Nations Emerging Growth Fund 0.25%
----------------------------------------------------------------
Nations Equity Index Fund 0.10%
----------------------------------------------------------------
Nations Managed Index Fund 0.10%
----------------------------------------------------------------
Nations Managed SmallCap Index Fund 0.10%
----------------------------------------------------------------
Nations Managed Value Index Fund 0.10%
----------------------------------------------------------------
Nations Managed SmallCap Value Index Fund 0.10%
----------------------------------------------------------------
Nations Disciplined Equity Fund 0.25%
----------------------------------------------------------------
Nations Balanced Assets Fund 0.25%
----------------------------------------------------------------
Nations Short-Intermediate Government Fund 0.15%
----------------------------------------------------------------
Nations Short-Term Income Fund 0.15%
----------------------------------------------------------------
Nations Diversified Income Fund 0.15%
----------------------------------------------------------------
Nations Strategic Fixed Income Fund 0.15%
----------------------------------------------------------------
Nations Municipal Income Fund 0.070%
----------------------------------------------------------------
Nations Short-Term Municipal Income Fund 0.070%
----------------------------------------------------------------
Nations Intermediate Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Florida Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Georgia Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Maryland Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations North Carolina Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations South Carolina Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Tennessee Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Texas Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Virginia Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Florida Intermediate Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Georgia Intermediate Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Kansas Intermediate Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Maryland Intermediate Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations North Carolina Intermediate Municipal
Bond Fund 0.070%
----------------------------------------------------------------
Nations South Carolina Intermediate Municipal
Bond Fund 0.070%
----------------------------------------------------------------
Nations Tennessee Intermediate Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Texas Intermediate Municipal Bond Fund 0.070%
----------------------------------------------------------------
Nations Virginia Intermediate Municipal Bond Fund 0.070%
----------------------------------------------------------------
-7-
<PAGE>
Amended: October 15, 1996
July 31, 1997
December 9, 1997
IN WITNESS WHEREOF, the parties hereto have caused this amended Schedule I
to be executed by their officers designated below as of the 31st day of
December, 1997.
NATIONS FUND TRUST
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/ Edward D. Bedard
-----------------------------
Edward D. Bedard
Senior Vice President
TRADESTREET INVESTMENT ASSOCIATES, INC.
By: /s/ Holly D. Deem
-----------------------------
Holly D. Deem
President and Director
-8-
EX-99.B5(c)
SUB-ADVISORY AGREEMENT
NATIONS FUND TRUST
THIS AGREEMENT is made as of this 31st day of December, 1997, by and between
NATIONSBANC ADVISORS, INC., a North Carolina corporation (the "Adviser"),
MARSICO CAPITAL MANAGEMENT, LLC, a Delaware limited liability corporation (the
"Sub-Adviser"), and NATIONS FUND TRUST, a Massachusetts business trust (the
"Trust"), on behalf of those portfolios of the Trust now or hereafter identified
on Schedule I hereto (each a "Fund" and collectively, the "Funds").
WHEREAS, the Trust is registered with the Securities and Exchange Commission
(the "Commission") as an open-end, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); 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 Sub-Adviser also is registered with the Commission under the
Advisers Act as an investment adviser; and
WHEREAS, the Adviser and the Trust have entered into an Investment Advisory
Agreement dated January 1, 1996, as amended on December 9, 1997 (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 Trust, wishes to retain the Sub-Adviser for purposes of
rendering advisory services to the Adviser and the Trust in connection with the
Funds upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. Appointment of Sub-Adviser. The Adviser hereby appoints, and the Trust
hereby approves, the Sub-Adviser to render investment research and advisory
services to the Adviser and the Trust with respect to the Funds, under the
supervision of the Adviser and subject to the policies and control of the
Trust's Board of Trustees, and the Sub-Adviser hereby accepts such appointment,
all subject to the terms and conditions contained herein.
2. Investment Services. Subject to the supervision of the Adviser and the
Trust's Board of Trustees, the Sub-Adviser will provide a continuous investment
program for each Fund, including investment research and management with respect
to all securities, investments, cash and cash equivalents in each Fund. The
Sub-Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Funds and will place the
daily orders for the purchase or sale of securities. The Sub-Adviser will
provide the services rendered by it under this Agreement in accordance with each
Fund's investment objective, policies and restrictions as stated in the
Prospectus and votes of the Trust's Board of Trustees. The Sub-Adviser shall
provide such additional services related to the continuous investment program,
including recordkeeping services, as may reasonably be requested from time to
time by the Trust or the Adviser.
-1-
<PAGE>
3. Control by Board of Trustees. 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 Trust, shall at all times be
subject to any directives of the Board of Trustees of the Trust.
4. Other Covenants. In carrying out its obligations under this Agreement,
the Sub-Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Commission and will in addition conduct its activities under this Agreement in
accordance with other applicable law, including but not limited to the 1940 Act
and the Advisers Act;
(b) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(c) will not make loans to any person to purchase or carry Fund shares;
(d) will place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or dealer. Subject to
the other provisions of this paragraph, in executing portfolio transactions and
selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek
on behalf of each Fund the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Adviser shall consider all
factors that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the broker/dealer to execute
a particular transaction, the Sub-Adviser may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) provided to the Fund and/or other accounts
over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises
investment discretion. The Sub-Adviser is authorized, subject to the prior
approval of the Trust's Board of Trustees, to pay to a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for any Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer-viewed in terms of that particular
transaction or in terms of the overall responsibilities of the Sub-Adviser to
the particular Fund and to the Trust. In addition, the Sub-Adviser is authorized
to take into account the sale of shares of the Trust in allocating purchase and
sale orders for portfolio securities to brokers or dealers (including brokers
and dealers that are affiliated with the Sub-Adviser or the Trust's principal
underwriter), provided that the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with other
qualified firms. In no instance, however, will portfolio securities be purchased
from or sold to the Sub-Adviser or the Trust's principal underwriter for the
Funds or an affiliated person of either acting as principal or broker, except as
permitted by the Commission or applicable law;
-2-
<PAGE>
(e) will maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking operations
of its affiliates, if any. In making investment recommendations for a Fund, its
investment advisory personnel will not inquire or take into consideration
whether the issuer (or related supporting institution) of securities proposed
for purchase or sale for the Fund's account are customers of the commercial
departments of its affiliates. In dealing with commercial customers, such
commercial departments will not inquire or take into consideration whether
securities of those customers are held by the Fund; and
(f) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior, present
or potential shareholders, and will not 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 Trust, which
approval shall not be unreasonably withheld and may not be withheld and will be
deemed granted where the Sub-Adviser 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 Trust).
5. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are deemed not to be exclusive, and the Sub-Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. To the extent that the purchase or sale of securities
or other investments of the same issuer may be deemed by the Sub-Adviser to be
suitable for two or more accounts managed by the Sub-Adviser, the available
securities or investments may be allocated in a manner believed by the
Sub-Adviser to be equitable to each account. It is recognized that in some cases
this procedure may adversely affect the price paid or received by a Fund or the
size of the position obtainable for or disposed of by a Fund.
6. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for each Fund are the property of the Trust and further agrees to
surrender promptly to the Adviser or the Trust any of such records upon request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
7. Expenses. During the term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased or sold
for the Funds. In addition, the Sub-Adviser acknowledges that the Adviser has
agreed, pursuant to the Investment Advisory Agreement, that, if the aggregate
expenses borne by any Fund in any fiscal year exceed the applicable expense
limitations imposed by the securities regulations of any state in which its
shares are registered or qualified for sale to the public, the Adviser together
with the Fund's administrator(s) shall reimburse such Fund for such excess in
proportion to the fees otherwise payable to them for such year.
-3-
<PAGE>
8. Compensation. For the services provided to each Fund and the expenses
assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser and the
Sub-Adviser will accept as full compensation therefor a fee for that Fund
determined in accordance with Schedule I attached hereto. The Adviser and the
Sub-Adviser may, from time to time, agree to reduce, limit or waive the amounts
payable hereunder with respect to one or more Funds for such period or periods
they deem advisable. 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 Trust or the Fund with respect to
compensation under this Agreement.
9. Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Adviser or
the Trust in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Sub-Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement.
10. Duration and Termination. This Agreement shall become effective with
respect to a Fund when approved by the Trustees of the Trust, and if so approved
shall continue in effect for a period of two years. This Agreement shall
thereafter continue from year to year, provided that the continuation of the
Agreement is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of a Fund (as defined in Section
2(a)(42) of the 1940 Act); and
(b) by the affirmative vote of a majority of the Trust's Trustees 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 Trustees of the Trust), by
votes cast in person at a meeting specifically called for such purpose.
Notwithstanding the foregoing, this Agreement may be terminated as to any Fund
at any time, without the payment of any penalty, by the Trust (by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the particular Fund), or by the Sub-Adviser or Adviser on sixty
(60) days' written notice to the other parties to this Agreement. The notice
provided for herein may be waived by the party entitled to receipt thereof. This
Agreement will immediately terminate in the event of its assignment. As used in
this Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meanings as such terms
have in the 1940 Act.
-4-
<PAGE>
11. 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.
12. Release. The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985, which is hereby referred to and a copy of which is on
file at the office of the Secretary of The Commonwealth of Massachusetts and the
principal office of the Trust. The obligations of "Nations Fund Trust" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, or representatives of the Trust
personally, but bind only the Trust property, and all persons dealing with any
class of shares of the Trust must look solely to the property belonging to such
class for the enforcement of any claims against the Trust.
13. Use of the Name "Marsico". Sub-Adviser hereby consents to and grants a
non-exclusive license for the use by the Trust to the phrase "Marsico Capital,"
the identifying word "Marsico" in the name of the Funds and any logo or symbol
authorized by the Sub-Adviser. Such consent is conditioned upon the Trust's
employment of Sub-Adviser or its affiliates as sub-investment adviser to the
Funds. Sub-Adviser may from time to time use the phrase "Marsico Capital" or the
identifying word "Marsico" or logos or symbols used by Sub-Adviser in other
connections and for other purposes, including without limitation in the names of
other investment companies, corporations or businesses that it may manage,
advise, sponsor or own or in which it may have a financial interest. Sub-Adviser
may require the Trust to cease using the phrase "Marsico Capital" or the
identifying word "Marsico" in the name of the Funds or any logo or symbol
authorized by Sub-Adviser if the Trust ceases to employ Sub-Adviser or an
affiliate thereof as sub-investment adviser.
14. Miscellaneous. 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. 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 and shall be governed by Delaware law.
15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
NATIONS FUND TRUST
on behalf of the Funds
By: /s/ A. Max Walker
------------------------------
A. Max Walker
President and Chairman of the
Board of Trustees
NATIONSBANC ADVISORS, INC.
By: /s/ Edward D. Bedard
------------------------------
Edward D. Bedard
Senior Vice President
MARSICO CAPITAL MANAGEMENT, LLC
By: /s/ Barbara M. Japha
------------------------------
Barbara M. Japha
President and General Counsel
-6-
<PAGE>
SCHEDULE I
The Adviser shall pay the Sub-Adviser as full compensation for services
provided and expenses assumed hereunder a sub-advisory fee for each Fund,
computed daily and payable monthly at the annual rates listed below as a
percentage of the average daily net assets of the Fund:
Rate of
Fund Compensation
---- ------------
Nations Marsico Focused Equities Fund 0.45%
Nations Marsico Growth & Income Fund 0.45%
-7-
EX-99.B6(a)
DISTRIBUTION AGREEMENT
NATIONS FUND TRUST
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 Fund Trust (the "Trust"), a
Massachusetts business trust, has agreed that Stephens Inc. (the "Distributor")
shall be, for the period of this Agreement, the exclusive distributor of the
units of beneficial interest in all classes of shares ("Shares") of the
investment portfolios of the Trust listed on Schedule I (individually, a "Fund"
and collectively the "Funds"). Absent written notification to the contrary by
either the Trust or the Distributor, each new investment portfolio established
in the future shall automatically become a "Fund" 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 Trust's Board of Trustees and the
Trust's registration statement and prospectus then in effect under the
Securities Act of 1933, as amended, and will transmit promptly any orders
received by it for the purchase or redemption of Shares to the Trust 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 Trust
understands that the Distributor is and may in the future be the distributor of
shares of other investment Company portfolios ("Portfolios") including
Portfolios having investment objectives similar to those of the Funds. The Trust
further understands that existing and future investors in the Funds may invest
in shares of such other Portfolios. The Trust agrees that the Distributor's
duties to such Portfolios shall not be deemed in conflict with its duties to the
Trust under this paragraph 1.2.
<PAGE>
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 Funds. In
addition, the Distributor will provide one or more persons, during normal
business hours, to respond to telephone questions with respect to the Funds.
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 ("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 Trust'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 Trust 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 Trust and the Trust may approve, and the Trust shall pay all fees and
other expenses incurred in connection with such registration or qualification.
2
<PAGE>
1.7. The Trust shall furnish from time to time, for use in connection
with the sale of Shares, such information with respect to the Funds and Shares
as the Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Trust shall also furnish the Distributor
upon request with: (a) audited annual and unaudited semi-annual statements of
the Trust's books and accounts with respect to each Fund, and, (b) from time to
time such additional information regarding the Funds' financial condition as the
Distribution 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 Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act. No
provision of this Agreement shall be deemed to prohibit any payments by a Fund
to the Distributor or by a Fund or the Distributor to investment dealers, banks
or other financial institutions through whom shares of the Fund are sold where
such payments are made under a distribution plan adopted by the Trust on behalf
of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the Trust
shall pay to the Distributor the proceeds from any contingent deferred sales
charge imposed on the redemption of the shares as specified in the Fund'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 Trust's Board of Trustees with respect to the various
classes of shares of the Funds, including but not limited to forms of sales
support agreements and shareholder servicing agreements approved in connection
with a distribution and/or servicing plan approved in accordance with Rule 12b-1
under the 1940 Act.
2. Representations; Indemnification.
3
<PAGE>
2.1. The Trust represents to the Distributor that all registration
statements and prospectuses filed by the Trust with the SEC under the Securities
Act of 1933, as amended ("Act"), with respect to Shares have been prepared in
conformity with the requirements of the said 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 Trust 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 said 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 Trust 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 Trust's counsel, be necessary or advisable. The Trust shall
promptly notify the Distributor of any advice given to it by the Trust's counsel
regarding the necessity or advisability so to amend or supplement such
registration statement or prospectus. If the Trust shall not propose such
amendment or amendments and/or supplement or supplements within fifteen days
after receipt by the Trust of a written request from the Distributor to do so,
the Distributor may, at its option, terminate this Agreement. The Trust 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 Trust's right to file at any time such amendments to any registration
statement and/or supplements to any prospectus, of whatever character, as the
Trust may deem advisable, such right being in all respects absolute and
unconditional.
4
<PAGE>
2.2. The Trust 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 Trust as being the then current form of
prospectus. The Trust 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 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 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 Trust'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 Trust by the Distributor or any affiliate thereof
and used in the preparation thereof; and further provided that the Trust's
agreement to indemnify the Distributor and the Trust's representations and
warranties herein set forth shall not be deemed to cover any liability to the
Trust 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 Trust's agreement to indemnify
the Distributor, its officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Trust'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
5
<PAGE>
telegram addressed to the Trust at its principal office and sent to the Trust 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 Trust of any such action shall not relieve the Trust
from any liability which the Trust 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 Trust's
indemnity agreement contained in this paragraph 2.2. The Trust 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 Trust and approved by the Distributor, which approval
shall not unreasonably be withheld. In the event the Trust 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
Trust 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 Trust, the
Trust 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
Trust's indemnification agreement contained in this paragraph 2.2 and the
Trust'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 Trust agrees
promptly to notify the Distributor of the commencement of any litigation or
proceedings against the Trust or any of its officers or directors in connection
with the issue and sale of any Shares.
2.3. The Distributor agrees to indemnify, defend and hold the Trust,
its several officers and trustees, and any person who controls the Trust within
the meaning of Section 15 of the 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 Trust, its officers or trustees
or any such controlling person, may incur under the Act or under common law or
otherwise, but only to the extent that such liability or expense incurred by the
Trust, its officers or trustees, or such controlling person resulting from such
claims
6
<PAGE>
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 Trust or its counsel and used in the
Trust'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 Trust 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 Trust, 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 Trust, 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 Trust, 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 Trust, 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 Trust, 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 Trust
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust 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 Act, or
if and so long as a current prospectus, as required by Section 10(b) of said
Act, as amended, 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 Trust's obligation to repurchase Shares from
any shareholder in accordance with the provisions of the Trust's prospectus or
Articles of Incorporation.
7
<PAGE>
2.5. The Trust 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;
(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.
8
<PAGE>
3. Confidentiality.
The Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and other
information relative to the Funds and/or the Trust 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 Trust, 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 Trust.
4. Limitations of Liability.
4.1. 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 Trust or any Fund 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.
4.2. The names "Nations Fund Trust" and "Trustees of Nations Fund
Trust" refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985, which is hereby referred to and a copy of which is on
file at the office of the state Secretary of the Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, Shareholders, or representatives of
the Trust personally, but bind only the Trust Property, and all persons dealing
with any class of Shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
9
<PAGE>
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 Fund for successive annual periods, provided such continuance is
specifically approved at least annually by (i) the Trust's Board of Trustees or
(ii) by a vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund, provided that in either event the continuance is
also approved by the majority of the Trust's Trustees 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 Fund, without penalty, on not less than sixty days' notice, by the Trust's
Board of Trustees, by vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Fund, 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.
10
<PAGE>
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 FUND TRUST
By: /s/Richard H. Blank, Jr.
------------------------------
Name: Richard H. Blank, Jr.
Title: Secretary
Accepted:
STEPHENS INC.
By: /s/ R. Greg Feltus
----------------------
Name: R. Greg Feltus
Title: Senior Vice President
Dated as of September 1, 1993
11
<PAGE>
SCHEDULE I
Nations Fund Trust:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Capital Growth Fund
5. Nations Emerging Growth Fund
6. Nations Equity Index Fund
7. Nations Managed Index Fund
8. Nations Managed SmallCap Index Fund
9. Nations Managed Value Index Fund
10. Nations Managed SmallCap Value Index Fund
11. Nations Disciplined Equity Fund
12. Nations Marsico Focused Equities Fund
13. Nations Marsico Growth & Income Fund
14. Nations Balanced Assets Fund
15. Nations Short-Intermediate Government Fund
16. Nations Short-Term Income Fund
17. Nations Diversified Income Fund
18. Nations Strategic Fixed Income Fund
19. Nations Strategic Equity Fund
20. Nations Municipal Income Fund
21. Nations Short-Term Municipal Income Fund
22. Nations Intermediate Municipal Bond Fund
23. Nations Florida Intermediate Municipal Bond Fund
24. Nations Florida Municipal Bond Fund
25. Nations Georgia Intermediate Municipal Bond Fund
26. Nations Georgia Municipal Bond Fund
27. Nations Kansas Intermediate Municipal Bond Fund
28. Nations Maryland Intermediate Municipal Bond Fund
29. Nations Maryland Municipal Bond Fund
30. Nations North Carolina Intermediate Municipal Bond Fund
31. Nations North Carolina Municipal Bond Fund
32. Nations South Carolina Intermediate Municipal Bond Fund
33. Nations South Carolina Municipal Bond Fund
34. Nations Tennessee Intermediate Municipal Bond Fund
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<PAGE>
35. Nations Tennessee Municipal Bond Fund
36. Nations Texas Intermediate Municipal Bond Fund
37. Nations Texas Municipal Bond Fund
38. Nations Virginia Intermediate Municipal Bond Fund
39. Nations Virginia Municipal Bond Fund
Dated: September 1, 1993
October 15, 1996
June 4, 1997
December 9, 1997
February 4, 1998
13
EX-99.B8
CUSTODY AGREEMENT
THIS AGREEMENT is made as of the 19th day of October, 1998 by and between
The Bank of New York, a New York corporation authorized to do a banking business
("Custodian"), and Nations Fund Trust, a Massachusetts business trust (the
"Trust").
W I T N E S S E T H
WHEREAS, the Trust is a registered open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain Custodian to serve as custodian for
the Trust, on behalf of its portfolios listed on Schedule I (individually a
"Fund" and collectively the "Funds") and to provide the services described
herein, and Custodian is willing to serve and to provide such services; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Trust and Custodian hereby agree as follows:
1. Appointment. The Trust hereby appoints Custodian to act as custodian of
its portfolio securities, cash and other property on the terms set forth in this
Agreement. Custodian accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in Paragraph 23
hereof. Custodian agrees to comply with all relevant provisions of the 1940 Act
and applicable rules and regulations thereunder.
The Trust may from time to time issue separate series or classes, and
classify and reclassify shares of any such series or class. The Trust shall
promptly specify to Custodian in writing such series or classes, or any
reclassification and thereafter Custodian shall identify to each such series or
class Property, as hereinafter defined, belonging to such series or class, and
such reports, confirmations and notices to the Trust as are called for under
this Agreement shall identify the series or class to which such report,
confirmation or notice pertains.
2. Delivery of Documents. The Trust has furnished Custodian with copies
properly certified or authenticated of each of the following:
(a) votes of the Trust's Board of Trustees authorizing the
appointment of Custodian as custodian of portfolio securities, cash and other
property of the Trust, respectively, and approving and consenting to this
Agreement;
<PAGE>
(b) schedules identifying and containing the signatures of all of
the Trust's officers and any other persons authorized to issue Oral Instructions
and to sign Written Instructions, as hereinafter defined, on behalf of the Funds
of the Trust;
(c) the Trust'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 Securities and Exchange Commission (the "SEC"), relating to
shares of beneficial interest of the Trust, without par value (the "Shares");
(d) the current prospectuses and statement of additional information
of each of the Funds, including all amendments and supplements thereto (the
"Prospectuses"); and
(e) a copy of the opinion of counsel for the Trust, filed with the
SEC as part of the Trust's current registration statement.
The Trust will furnish Custodian from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to any of the
foregoing, if any.
3. Definitions.
(a) "Authorized Person". As used in this Agreement, the term
"Authorized Person" means any of the Trust's officers, and any other person,
whether or not any such person is an officer or employee of the Trust, duly
authorized by the Board of Trustees of the Trust to give Oral and Written
Instructions to Custodian on behalf of the Trust and listed on a schedule
provided to Custodian pursuant to Section 2 of this Agreement. Authorized
Persons duly authorized by the Board of Trustees of the Trust to buy and sell
foreign currency on a spot and forward basis and options to buy and sell foreign
currency are denoted by an asterisk thereon.
(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) "Composite Currency Unit". Shall mean the European Currency Unit
or any other composite unit consisting of the aggregate of specified amounts of
specified Currencies as such unit may be constituted from time to time.
(d) "Currency". Shall mean money denominated in a lawful currency of
any country or the European Currency Unit.
(e) "FX Transaction". Shall mean any transaction for the purchase by
one party of an agreed amount in one Currency against the sale by it to the
other party of an agreed amount in another Currency.
<PAGE>
(f) "Instructions". Shall mean instruction communications
transmitted by appropriately safeguarded (whether by password protection or
other means) electronic or telecommunications media including but not limited to
S.W.I.F.T., LASER, computer-to-computer interface, dedicated transmission line
and tested telex.
(g) "Oral Instructions". As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by Custodian from an
Authorized Person or from a person reasonably believed by Custodian to be an
Authorized Person.
(h) "Officer's Certificate". The term "Officer's Certificate" as
used in this Agreement means instructions delivered by hand, mail, tested
telegram, cable, telex, or facsimile sending device, and actually received by
Custodian signed or reasonably believed by Custodian to be signed by two
officers of the Trust listed on a schedule provided to Custodian pursuant to
Section 2 of this Agreement.
(i) "Property". The term "Property", as used in this Agreement,
means:
(i) any and all securities and other property of the Trust
which the Trust may from time to time deliver to Custodian, as applicable, or
which Custodian may from time to time hold for the Trust;
(ii) all income in respect of any securities or other property
described in immediately preceding clause (i);
(iii) all proceeds of sales of any of such securities or other
property described in preceding clause (i) actually received by Custodian; and
(iv) proceeds of the sale of Shares received by Custodian from
time to time from or on behalf of the Trust.
(j) "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 Trust's Board of Trustees approving deposits by Custodian
therein.
(k) "Written Instructions". As used in this Agreement, "Written
Instructions" means instructions delivered by hand, mail, tested telegram,
cable, telex, or facsimile sending device, and actually received by Custodian,
signed or reasonably believed by Custodian to be signed by an appropriate number
of Authorized Person(s), and the term Written Instructions shall also include
Instructions, except that Instructions need not be signed or reasonably believed
to be signed by any Authorized Person(s) where such Instructions are transmitted
by Software pursuant to Paragraph 26A. A fax receipt or comparable confirmation
of transmission of any Written Instructions shall be deemed evidence of actual
receipt by Custodian.
<PAGE>
4. Delivery and Registration of the Property. The Trust shall deliver or
cause to be delivered to Custodian all securities and all monies owned by the
Funds, including cash received for the issuance of Shares, at any time during
the period of this Agreement, except for securities and monies to be delivered
to any sub-custodian appointed, with approval of the Trust, by Custodian
pursuant to Paragraphs 7, 27, or 28(g) hereof. Custodian will not be responsible
for such securities and such monies until actually received by it. All
securities delivered to Custodian or any such sub-custodian (other than in
bearer form) shall be registered in the name of the Fund or in the name of a
nominee of a Fund or in the name of Custodian or any nominee of Custodian (with
or without indication of fiduciary status) or in the name of any sub-custodian
or any nominee of such sub-custodian appointed, with approval of the Trust,
pursuant to Paragraphs 7, 27, or 28(g) hereof or shall be properly endorsed and
in form for transfer satisfactory to Custodian.
5. Voting and Other Rights. With respect to all securities, however
registered, it is understood that the voting and other rights and powers shall
be exercised by the Trust. Custodian's only duty with respect to such rights
shall be to mail to the Trust within two (2) business days following receipt by
Custodian any documents received by Custodian as custodian, including notices of
corporate action, proxies, proxy soliciting materials and offering circulars,
with any elections or proxies for securities registered in a nominee name
executed by such nominee. In addition, Custodian shall provide notice of
Custodian's receipt of such documents by electronic means (e.g., posting notice
on LASER), as agreed between the parties. Where warrants, options, tenders or
other securities have fixed expiration dates, the Trust understands that in
order for Custodian to act, Custodian must receive the Trust's instructions at
its offices in New York, addressed as Custodian may from time to time request,
by no later than noon (New York City time) at least one (1) business day prior
to the last scheduled date to act with respect thereto (or such earlier date or
time as Custodian may reasonably notify the Trust). Absent Custodian's timely
receipt of such instructions, such instructions will expire without liability to
Custodian. Custodian shall have no duty to forward to the Trust any annual,
quarterly or special reports issued by companies whose securities are held by
Custodian hereunder.
6. Receipt and Disbursement of Money.
(a) Custodian shall open and maintain a custody account for each
Fund of the Trust, subject only to draft or order by Custodian acting pursuant
to the terms of this Agreement, and, subject to Paragraphs 7, 27, or 28(g)
hereof, shall hold in such account, subject to the provisions hereof, all cash
received by it from or for the Funds. Custodian shall make payments of cash to,
or for the account of, each Fund from such cash only (i) for the purchase of
securities for the Funds as provided in Paragraph 14 hereof; (ii) upon receipt
of an Officer's Certificate for the payment of dividends or other distributions
on or with respect to Shares, or for the payment of interest, taxes,
administration, distribution or advisory fees or expenses which are to be borne
by the Funds under the terms of this Agreement and, with respect to each Fund,
and under the terms of any investment advisory agreements, administration
agreements or distribution agreements; (iii) upon receipt of Written
Instructions for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Funds and held by or to be
delivered to Custodian; (iv) to a sub-custodian pursuant to Paragraphs 7, 27, or
28(g) hereof; or (v) for the redemption of Shares; or (vi) upon receipt of an
Officer's Certificate for other corporate purposes.
<PAGE>
(b) Custodian is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money received as Custodian
for the Funds.
7. Receipt of Securities.
(a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof,
and except as otherwise directed by Oral or Written Instructions described in
Paragraph 11 hereof, 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 Funds. All such
securities and non-cash property are to be held or disposed of by Custodian for
each Fund pursuant to the terms of this Agreement. In the absence of Written
Instructions accompanied by a certified resolution authorizing the specific
transaction by the Trust's Board of Trustees, and subject to Paragraph 25
hereof, 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 trustee, officer, employee or agent of the Trust withdraw any
securities. In connection with its duties under this Paragraph 7(a), Custodian
may enter into sub-custodian agreements with other banks or trust companies for
the receipt of certain securities and cash to be held by Custodian for the
account of a Fund pursuant to this Agreement, provided Custodian obtains the
prior written approval of the Trust to any such sub-custody arrangement.
Custodian will provide the Trust with a copy of each sub-custodian agreement it
executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or
omissions of any such sub-custodian selected by it pursuant to this Paragraph
7(a), under the standards of care provided for herein, except for any such
sub-custodian engaged at the specific direction of the Funds. Notwithstanding
anything herein to the contrary, this Paragraph 7(a) shall not apply to
Custodian's engagement of foreign sub-custodians, which shall instead be
governed by Paragraph 27 hereof.
(b) Promptly after the close of business on each day, Custodian
shall furnish the Trust with confirmations and a summary of all transfers to or
from the account of each Fund during said day. Where securities are transferred
to the account of any Fund established at a Securities Depository or the Book
Entry System pursuant to Paragraph 8 herein, 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 Custodian (or its nominee)
or shown in Custodian's account on the books of a Securities Depository or the
Book-Entry System. At least monthly and from time to time, Custodian shall
furnish the Trust with a detailed statement of the Property held for each Fund
under this Agreement.
<PAGE>
(c) Notwithstanding any provision elsewhere contained herein,
Custodian shall not be required to obtain possession of any instrument or
certificate representing any futures contract, any option, or any futures
contract option until after it shall have determined, or shall have received an
Officer's Certificate from the Trust stating that any such instruments or
certificates are available. The Trust shall deliver to Custodian such an
Officer's Certificate no later than the business day preceding the availability
of any such instrument or certificate. Prior to such availability, Custodian
shall comply with the 1940 Act in connection with the purchase, sale,
settlement, closing out or writing of futures contracts, options, or futures
contract options by making payments or deliveries specified in such Officer's
Certificates or Written Instructions received by Custodian in connection with
any such purchase, sale, writing, settlement or closing out upon its receipt
from a broker, dealer, or futures commission merchant of a statement or
confirmation reasonably believed by Custodian to be in the form customarily used
by brokers, dealers, or future commission merchants with respect to such futures
contracts, options, or futures contract options, as the case may be, confirming
that the same is held by such broker, dealer or futures commission merchant, in
book-entry form or otherwise, in the name of Custodian (or any nominee of
Custodian) as Custodian for the Fund, provided, however, that notwithstanding
the foregoing, and subject to Paragraph 13(b) hereof, payments to or deliveries
from any margin account, and payments with respect to future contracts, options,
or future contract options to which a margin account relates, shall be made in
accordance with the terms and conditions of the Trust's relevant margin account
agreement. Whenever any such instruments or certificates are available,
Custodian shall, notwithstanding any provision in this Agreement to the
contrary, make payment for any futures contract, option, or futures contract
option for which such instruments or such certificates are available against the
delivery to Custodian of such instrument or such certificate, and deliver any
futures contract, option or futures contract option for which such instruments
or such certificates are available only against receipt by Custodian of payment
therefor. Any such instrument or certificate delivered to Custodian shall be
held by Custodian hereunder in accordance with, and subject to, the provisions
of this Agreement.
8. Use of Securities Depository or the Book-Entry System. The Trust shall
deliver to Custodian a certified vote of the Board of Trustees of the Trust
approving, authorizing and instructing Custodian on a continuous and ongoing
basis until instructed to the contrary by Written Instructions (i) to deposit in
a Securities Depository or the Book-Entry System all securities of the Funds
held hereunder 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 Funds, 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, the following provisions shall apply thereto:
(a) Securities and any cash of the Funds deposited by Custodian in a
Securities Depository or the Book-Entry System will at all times be segregated
from any assets and cash controlled by Custodian in other than a fiduciary or
custodian capacity. Subject to Paragraph 28(m) hereof, 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, absent Written Instructions
to the contrary.
<PAGE>
(b) All books and records maintained by Custodian that relate to the
Funds' participation in a Securities Depository or the Book-Entry System will at
all times during Custodian's regular business hours be open to inspection by the
Trust's duly authorized employees or agents and the Trust's independent auditors
in accordance with applicable regulations, it being understood, however, that
such records may be kept in an off site Custodian storage location and the Trust
will be furnished with all information in respect of the services rendered to it
as it may require.
(c) Custodian will provide the Trust with copies of any report
obtained by Custodian on the system of internal accounting control of the
Securities Depository or Book-Entry System promptly after receipt of such a
report by Custodian. Custodian will also provide the Trust with such reports on
its own system of internal control as the Trust may reasonably request from time
to time.
9. Instructions Consistent With the Charter, Etc. Unless otherwise
provided in this Agreement, Custodian shall act only upon Officer's
Certificates, Oral Instructions and/or Written Instructions. Custodian may
assume that any Officer's Certificate, Oral Instructions or Written Instructions
received hereunder are not in any way inconsistent with any provision of the
Declaration of Trust or Code of Regulations or any vote of the Trust's Board of
Trustees, or any committee thereof. Custodian shall be entitled to rely upon any
Oral Instructions or Written Instructions actually received by Custodian
pursuant to this Agreement, and upon any certificate, oral instructions, or
written instructions reasonably believed by Custodian to be an Officer's
Certificate, Oral Instructions or Written Instructions. The Trust agrees to
forward to Custodian, Written Instructions confirming Oral Instructions in such
manner that the Written Instructions are received by Custodian at the close of
business of the same day that such Oral Instructions are given to Custodian. The
Trust agrees that the fact that such confirming Written Instructions are not
received by Custodian shall in no way affect the validity of any of the
transactions authorized by the Trust by giving Oral Instructions, and that
Custodian's records with respect to the content of Oral Instructions shall be
controlling.
10. Transactions-Not Requiring Instructions. Custodian is authorized to
take the following action without Oral Instructions, Written Instructions, or an
Officer's Certificate:
(a) Collection of Income and Other Payments. Custodian shall,
subject to Paragraph 28(f) hereof:
<PAGE>
(i) Collect and receive for the account of any Fund, 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, and promptly advise the Trust of such receipt and
shall credit such income, as collected, to such Fund of the Trust. From time to
time, 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, Securities Depository, broker or other agent employed by the Trust
or Custodian. Any such crediting and posting shall be at the Trust's sole risk,
and Custodian shall be authorized to reverse (A) any such advance posting in the
event it does not receive good funds from any such payor, central depository,
Securities Depository, broker or agent, and (B) any other payment or crediting,
including, without limitation, payments made by check or draft, in the event it
does not receive good funds or final payment;
(ii) With respect to securities of foreign issue, and subject
to Paragraph 27 hereof, effect collection of dividends, interest and other
income, and to promptly transmit to the Trust all reports, written information
or notices actually received by Custodian as Custodian, including notices 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 Custodian shall be under no
responsibility for any failure or delay in effecting such collections or giving
such notice with respect to securities of foreign issue, 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 Custodian's own negligence.
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 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 are for
the account of the Funds and Custodian shall have no responsibility for
fluctuations in exchange rates affecting any such conversions;
(iii) Endorse and deposit for collection in the name of the
Trust 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 Fund's
securities received by the Funds as a result of a stock dividend, share split-up
or reorganization, recapitalization, readjustment or other rearrangement or
distribution of rights or similar securities issued with respect to any
portfolio securities of the Funds held by Custodian hereunder;
(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, but, with respect to
calls, early redemptions, or early retirements, only if Custodian either (i)
receives a written notice of the same or (ii) notice of the same appears in one
or more of the publications then listed in Schedule II hereto, which Schedule
may be amended to add other publications at any time by Custodian without prior
notice to or consent from the Trust and which may be amended to delete a
publication with the prior notice and consent from the Trust;
<PAGE>
(vi) Subject to Paragraphs 28(e) and (f) hereof, 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; and
(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 by the Trust or the investment adviser to
the Trust of an 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, Custodian is
authorized to sell the fraction received and credit the Trust's account. Unless
specifically instructed to the contrary in writing, 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 Custodian is called for partial
redemption by the issuer of such Property, 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 Custodian in its reasonable
discretion.
(b) Miscellaneous Transactions. Custodian is authorized to deliver
or cause to be delivered Property against payment or other consideration or
written receipt therefor in the following cases:
(i) for examination by a broker selling for the account of the
Trust in accordance with street delivery custom;
(ii) for the exchange for interim receipts or temporary
securities for definitive securities;
(iii) for transfer of securities into the name of the Funds or
Custodian or a nominee of either, or for exchange of 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 Custodian.
11. Transactions Requiring Instructions. Upon receipt of Oral or Written
Instructions, and not otherwise, 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 Funds as owners of any securities may
be exercised;
(b) deliver any securities held for any Fund 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;
<PAGE>
(c) deliver any securities held for any Fund 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 and
take such other steps as shall be stated in said instructions to be for the
purposes of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Funds;
(e) subject to Paragraph 25(b) hereof, release securities belonging
to any Fund to any bank or trust company for the purpose of pledge or
hypothecation to secure any loan incurred by such Fund; provided, however, that
securities shall be released only upon payment to 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;
(f) deliver any securities held for any Fund upon the exercise of a
covered call option written by such Fund on such securities;
(g) release and deliver securities owned by a Fund in connection
with any repurchase agreement entered into on behalf of such Fund, but subject
to Paragraph 28(m) hereof, only on receipt of payment therefor; and pay out
monies of such Fund 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 specifying the purpose of such transfer,
including without limitation, loans of securities, short sales, or reverse
repurchase agreements, and subject to Paragraph 7(a) hereof.
12. Segregated Accounts. 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, into which account or accounts shall be
credited, but only pursuant to an Officer's Certificate or Written Instructions
specifying the particular securities and/or amount of cash, cash and/or
securities, including securities in the Book-Entry System (i) for the purposes
of compliance by the Funds and the Trust with the procedures required by a
securities or option exchange, (ii) for the purpose of compliance by the Funds
and the Trust with the 1940 Act and Release No. 10666 or any subsequent release
or releases of the SEC relating to the maintenance of segregated accounts by
registered investment companies, and (iii) for other proper corporate purposes.
<PAGE>
13. Dividends and Distributions.
(a) The Trust shall furnish Custodian with appropriate evidence of
action by the Trust's Board of Trustees declaring and authorizing the payment of
any dividends and distributions. Upon receipt by Custodian of an Officer's
Certificate with respect to dividends and distributions declared by the Trust's
Board of Trustees 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 Custodian and the Trust, and the Trust's
administrator or transfer agent, 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.
(b) Custodian may enter into separate custodial agreements with
various futures commission merchants ("FCMs") that the Trust uses (each an "FCM
Agreement"), pursuant to which the Funds' margin deposits in any transactions
involving futures contracts and options on futures contracts will be held by
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
the FCM and the Trust ("FCM Contract"), SEC rules governing such segregated
accounts, Commodity Futures Trading Commission ("CFTC") rules and the rules of
the applicable commodities exchange. Such FCM Agreements shall only be entered
into by Custodian upon receipt by Custodian of Written Instructions from the
Trust which state that (i) an FCM Contract has been entered into; (ii) the Trust
is in compliance with all the rules and regulations of the CFTC; and (iii) the
FCM Agreement is acceptable to the Trust. Transfers of initial margin shall be
made into an 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
Custodian holds such an account may only occur in accordance with the terms of
the FCM Agreement.
14. Purchase of Securities. Promptly after each purchase of securities by
the Trust on behalf of any Fund, the Trust shall deliver to 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. Custodian shall upon receipt of securities purchased by or for the Trust
pay out of the monies held for the account of the Trust 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.
<PAGE>
15. Sales of Securities. Promptly after each sale of securities by the
Funds or the Trust shall deliver to 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 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 Trust 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. Custodian shall, subject to Paragraph 28(m) hereof,
deliver the securities against payment of the total amount payable to the Trust
upon such sale, provided that the same conforms to the total amount payable as
set forth in such Oral and Written Instructions.
16. Records. The books and records pertaining to the Funds and the Trust
which are in the possession of Custodian shall be the property of the Trust.
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws and rules and regulations. The SEC, the
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during Custodian's normal business hours. Upon
the reasonable request of the Trust, copies of any such books and records shall
be provided by Custodian to the Trust or the Trust's authorized representative,
and the Trust shall reimburse Custodian reasonable expenses for providing such
copies. Upon reasonable request of the Trust, Custodian shall provide in hard
copy, tape or on micro-film, or such other medium as agreed to among the Trust
and Custodian, and any books and records maintained by Custodian.
17. Reports.
(a) Custodian shall furnish the Trust the following reports:
(i) such periodic and special reports as the Trust may
reasonably request from time to time;
(ii) a monthly statement summarizing all transactions and
entries for the account of each Fund;
(iii) a monthly report of portfolio securities belonging to
each Fund showing the adjusted average cost of each issue and market value at
the end of such month;
(iv) a monthly report of the cash account of each Fund
showing disbursements;
(v) the reports to be furnished to the Trust 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 Trust and Custodian.
<PAGE>
(b) Subject to Paragraphs 5 and 27(g) hereof, Custodian shall
transmit promptly to the Trust any proxy statement, proxy materials, notice of a
call or conversion or similar communications actually received by Custodian as
custodian of the Property.
(c) Custodian shall report as the market value at the end of each
month the last closing bid, offer or sale price to the extent, and as the same,
is furnished to Custodian by a pricing or similar service utilized or subscribed
to by Custodian. Custodian shall not be responsible for, have any liability with
respect to, or be under any duty to inquire into, nor deemed to make any
assurances with respect to, the accuracy or completeness of such information,
even if The Bank of New York in performing services for others, including
services similar to those performed hereunder, receives different valuations of
the same or different securities of the same issuer.
18. Cooperation with Accountants. Custodian shall cooperate with the
Trust's independent certified public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement, to assure
that the necessary information is made available to such accountants.
19. Confidentiality. Custodian agrees on behalf of itself and its
employees to treat all record and other information relative to the Trust, its
prior, present or potential shareholders, its service providers and its prior,
present or potential customers, as confidential information, and to protect and
safeguard the same to the extent required by applicable law, provided, however,
that Custodian may make such disclosure as required by applicable law,
regulation, court order, decrees or legal process and upon receipt of any of the
foregoing requiring such disclosure, Custodian's only obligation shall be to
notify the Trust thereof. Custodian further agrees not to otherwise 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 Trust.
20. Equipment Failures. In the event of equipment failures beyond
Custodian's control, Custodian shall take reasonable steps to minimize service
interruptions but shall not have any further liability with respect thereto.
Notwithstanding the foregoing, Custodian shall maintain sufficient back up
electronic data processing equipment to enable Custodian to fulfill its
obligations under this Agreement consistent with standard industry practices.
21. Right to Receive Advice.
(a) Advice of Fund. If Custodian shall be in doubt as to any action
to be taken or omitted by it, either may request, and shall receive, from the
Trust clarification or advice, including Oral or Written Instructions.
(b) Advice of Counsel. If Custodian shall be in doubt as to any
question of law involved in any action to be taken or omitted by Custodian, it
may request at its option advice from its own counsel, at its own expense, or
advice from the Trust's counsel.
<PAGE>
(c) Conflicting Advice. In case of conflict between directions,
advice or Oral or Written Instructions received by Custodian pursuant to
subparagraph (a) of this paragraph and advice received by Custodian pursuant to
subparagraph (b) of this paragraph, Custodian shall be entitled to rely on and
follow the advice received pursuant to subparagraph (b) alone.
(d) Protection of Custodian. 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 it, after receipt of any such
directions, advice or Oral or Written Instructions, in good faith reasonably
believes to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be. Nothing in this Paragraph 21 shall be
construed as imposing upon 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
Custodian's properly taking or omitting to take such action. Nothing in this
Paragraph 21(d) shall excuse Custodian when an action or omission on the part of
Custodian constitutes willful misfeasance or bad faith, or negligence or
reckless disregard by Custodian of its duties under this Agreement.
22. Compliance with Governmental Rules and Regulations. Custodian
undertakes to comply with the laws, rules and regulations of governmental
authorities having jurisdiction over Custodian and its express duties hereunder.
23. Compensation. As compensation for the services rendered by Custodian
during the term of this Agreement, the Trust shall pay to Custodian, in addition
to reimbursement of its out-of-pocket expenses, such compensation as may be
agreed upon from time to time in writing by the Trust and Custodian as set forth
in Schedule III.
24. Indemnification. The Trust agrees to indemnify Custodian against, and
hold harmless from all taxes, charges, expenses (including reasonable fees and
expenses of counsel), assessments, claims, losses, demands and liabilities
whatsoever (including, without limitation, liabilities arising under the 1933
Act, the 1934 Act and the 1940 Act, and any state and foreign securities laws,
all as currently in effect or as may be amended from time to time) and expenses,
including without limitation, reasonable attorney's fees and disbursements,
howsoever arising or incurred because of or in connection with this Agreement,
except for such liability, claim, loss, demand, charge, expense, tax or
assessment arising out of Custodian's, or such nominees', willful misconduct or
negligence or reckless disregard of its duties under this Agreement. For the
purposes of this Agreement, including, without limitation, for purposes of
Paragraphs 24 and 28, neither Custodian's acceptance of Instructions in
accordance with Paragraph 26A nor Custodian's use of Foreign Sub-Custodians
pursuant to agreements that do not permit actual examination by independent
public accountants, nor the denial of examination by any Foreign Sub-Custodian
as defined in Paragraph 27, shall, in and of itself, constitute, or be deemed to
constitute, a breach by Custodian of this Agreement or negligence, willful
misconduct, or reckless disregard of its duties by Custodian, provided the
relevant agreement between Custodian and a Foreign Sub-Custodian satisfies the
requirements of Rule 17f-5.
<PAGE>
25. Overdrafts or Indebtedness.
(a) Custodian shall advance funds under this Agreement with respect
to any Fund which results in an overdraft because the moneys held by Custodian
in the separate account for such Fund shall be insufficient to pay the total
amount payable upon a purchase of securities by such Fund, as set forth in an
Officer's Certificate or Oral or Written Instructions, or which results in an
overdraft in the separate account of such Fund for some other reason, or if the
Trust is for any other reason indebted to Custodian, including any indebtedness
to The Bank of New York under the Trust's Cash Management and Related Services
Agreement, (except a borrowing for investment or for temporary or emergency
purposes using securities as collateral pursuant to a separate agreement and
subject to the provisions of Paragraph 25(b) hereof), such overdraft or
indebtedness shall be deemed to be a loan made by Custodian to the Trust for
such Fund payable on demand and shall bear interest from the date incurred at a
rate per annum (based on a 360-day year for the actual number of days involved)
equal to the overdraft rate specified in Schedule IV to this Agreement. In
addition, the Trust hereby agrees that Custodian shall have a continuing lien,
security entitlement and security interest in and to any property at any time
held by it for the benefit of such Fund or in which the Fund may have an
interest which is then in Custodian's possession or control or in possession or
control of any third party acting on Custodian's behalf. The Trust authorizes
Custodian, in its sole discretion, at any time to charge any such overdraft or
indebtedness together with interest due thereon against any balance of account
standing to such Fund's credit on Custodian's books. In addition, the Trust
hereby covenants that on each Business Day on which either it intends to enter a
Reverse Repurchase Agreement and/or otherwise borrow from a third party, or
which next succeeds a Business Day on which at the close of business the Trust
had outstanding a Reverse Repurchase Agreement or such a borrowing, it shall
prior to 1:00 p.m., New York City time, advise Custodian, in writing, of each
such borrowing, shall specify the Fund to which the same relates, and shall not
incur any indebtedness not so specified other than from Custodian.
<PAGE>
(b) The Trust will cause to be delivered to Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, Custodian)
from which it borrows money for investment or for temporary or emergency
purposes using securities held by Custodian hereunder as collateral for such
borrowings, a notice or undertaking in the form currently employed by such bank
setting forth the amount which such bank will loan to the Trust against delivery
of a stated amount of collateral. The Trust shall promptly deliver to Custodian
Written Instruction specifying with respect to each such borrowing: (a) the Fund
to which such borrowing relates; (b) the name of the bank, (c) the amount and
terms of the borrowing, which may be set forth by incorporating by reference an
attached promissory note, duly endorsed by the Fund, or other loan agreement,
(d) the time and date, if known, on which the loan is to be entered into, (e)
the date on which the loan becomes due and payable, (f) the total amount payable
to the Fund on the borrowing date, (g) the market value of securities to be
delivered as collateral for such loan, including the name of the issuer, the
title and the number of shares or the principal amount of any particular
securities, and (h) a statement specifying whether such loan is for investment
purposes or for temporary or emergency purposes and that such loan is in
conformance with the 1940 Act and the Fund's prospectus. Custodian shall deliver
on the borrowing date specified in Written Instructions the specified collateral
and the executed promissory note, if any, against delivery by the lending bank
of the total amount of the loan payable, provided that the same conforms to the
total amount payable as set forth in such Written Instructions. Custodian may,
at the option of the lending bank, keep such collateral in its possession, but
such collateral shall be subject to all rights therein given the lending bank by
virtue of any promissory note or loan agreement. Custodian shall deliver such
securities as additional collateral as may be specified in Written Instructions
to collateralize further any transaction described in this Paragraph 25(b). The
Trust shall cause all securities released from collateral status to be returned
directly to Custodian, and Custodian shall receive from time to time such return
of collateral as may be tendered to it. In the event that the Trust fails to
specify in Written Instructions the Fund, the name of the issuer, the title and
number of shares or the principal amount of any particular securities to be
delivered as collateral by Custodian, Custodian shall not be under any
obligation to deliver any securities.
26A. Instructions.
(a) It is understood and agreed that Custodian may, from time to
time, provide software to the Trust for purposes of enabling a Fund to transmit
Instructions to Custodian (the "Software"). Such Software has been designed to
include password protection or other features to restrict the use of the
Software to Authorized Persons; provided, however, that the Custodian makes no
warranty or representations of any kind with respect to such protections or
features, express or implied, including, but not limited to, any implied
warranties of merchantability or fitness for a particular purpose. The Trust and
the Custodian shall use commercially reasonable efforts to develop other
mechanisms (i) to enable the Trust to restrict the use of the Software to
Authorized Persons, (ii) to identify transmissions from a terminal other than an
authorized terminal, and (iii) for the prompt and accurate transmission of
Instructions by Authorized Persons to Custodian. It is further understood and
agreed that Custodian may provide specialized hardware or other equipment to
enable the Trust and the Funds to utilize the Software. With respect to any such
Software, Custodian grants to the Trust and its service providers a personal,
nontransferable and nonexclusive license to use the Software solely for the
purpose of transmitting Instructions to, and receiving communications from,
Custodian in connection with its account(s). The Trust and its service providers
agree not to sell, reproduce, lease or otherwise provide, directly or
indirectly, the Software or any portion thereof to any third party without the
prior written consent of Custodian. At no time shall the Trust be obligated to
use the Software to transmit Instructions to Custodian.
<PAGE>
(b) The Trust shall obtain and maintain at its own cost and expense
all equipment and services, including but not limited to communications
services, necessary for it to utilize the Software and transmit Instructions to
Custodian; provided, however, that the parties acknowledge and agree that if any
specialized equipment is necessary to enable the Trust to utilize the Software,
Custodian shall, at its own expense, provide and maintain such equipment.
(c) The Trust acknowledges that the Software, all data bases made
available to the Trust by utilizing the Software (other than data bases relating
solely to the assets of the Funds and transactions with respect thereto), and
any proprietary data, processes, information and documentation (other than those
which are or become part of the public domain or are legally required to be made
available to the public) (collectively, the "Information"), are the exclusive
and confidential property of Custodian. The Trust shall keep the Information
confidential by using the same care and discretion that the Trust uses with
respect to its own confidential property and trade secrets and shall neither
make nor permit any disclosure without the prior written consent of Custodian.
Upon termination of this Agreement or the Software license granted hereunder for
any reason, the Trust shall return to Custodian all copies of the Information
which are in its possession or under its control or which the Trust distributed
to third parties.
(d) Custodian reserves the right to modify the Software from time to
time upon reasonable prior notice and the Trust shall, if it desires in its sole
discretion to continue to use the Software, install new releases of the Software
as Custodian may direct. The Trust agrees not to modify or attempt to modify the
Software without Custodian's prior written consent. The Trust acknowledges that
any modifications to the Software, whether by the Trust or Custodian and whether
with or without Custodian's consent, shall become the property of Custodian.
(e) Where the method for transmitting Instructions by the Trust
involves an automatic systems acknowledgment to the Trust by Custodian of its
receipt of such Instructions, including any transmission of Instructions using
the Software, then (i) if an acknowledgment is not actually received by the
Trust, Custodian shall not be deemed to have received any such Instructions, and
(ii) if an acknowledgment is actually received by the Trust, the Custodian shall
be deemed to have received such Instructions and shall be responsible for any
error, omission, interruption or delay in connection with the transmission of
such Instructions; provided, however, that the Trust shall promptly review all
acknowledgments actually received and notify the Custodian in the event of any
apparent discrepancy.
(f) (i) The Trust agrees that where it delivers to Custodian
Instructions hereunder using the Software, it shall be the Trust's sole
responsibility to ensure that only persons duly authorized by the Trust and the
correct number of such persons transmit such Instructions to Custodian and the
Trust will cause all such persons to treat applicable use and authorization
codes, passwords and authentication keys with extreme care, and authorizes
Custodian to act in accordance with and rely upon Instructions received by it
pursuant hereto using the Software.
<PAGE>
(ii) The Trust hereby represents, acknowledges and agrees that
it is fully informed of the protections and risks associated with the various
methods of transmitting Instructions to Custodian and that there may be more
secure methods of transmitting Instructions to Custodian than the method(s)
selected by the Trust.
(iii) With respect to all Oral Instructions and all Written
Instructions other than Instructions delivered to Custodian using the Software
provided by Custodian, Custodian shall exercise all commercially reasonable
efforts to form a reasonable belief that each such instruction has been given by
an Authorized Person and, where required, signed by an appropriate number of
Authorized Person(s).
(g) The Trust shall notify Custodian of any errors, omissions or
interruptions in, or delay or unavailability of, its ability to send
Instructions using the Software provided by Custodian as promptly as
practicable, and in any event within 24 hours after the earliest of (i)
discovery thereof, (ii) the business day on which discovery should have occurred
through the exercise of reasonable care and (iii) in the case of any error, the
date of actual receipt of the earliest notice which reflects such error, it
being agreed that discovery and receipt of notice may only occur on a business
day. Custodian shall, as promptly as practicable, and in any event within 24
hours after the earliest of (i) discovery thereof, (ii) the business day on
which discovery should have occurred through the exercise of reasonable care and
(iii) in the case of any error, the date of actual receipt of the earliest
notice which reflects such error, it being agreed that discovery and receipt of
notice may only occur on a business day, advise the Trust whenever Custodian
learns or reasonably should have learned, of any errors, omissions or
interruption in, or delay or unavailability of, the Trust's ability to send
Instructions using the Software provided by Custodian.
26B. FX Transactions.
(a) Whenever a Fund shall enter into an FX Transaction, the Fund
shall promptly deliver to Custodian a Certificate or Oral Instructions
specifying with respect to such FX Transaction: (a) the Series to which such FX
Transaction is specifically allocated; (b) the type and amount of Currency to be
purchased by the Fund; (c) the type and amount of Currency to be sold by the
Fund; (d) the date on which the Currency to be purchased is to be delivered; (e)
the date on which the Currency to be sold is to be delivered; and (f) the name
of the person from whom or through whom such Currencies are to be purchased and
sold. Unless otherwise instructed by a Certificate or Oral Instructions,
Custodian shall deliver, or shall instruct a Foreign Sub-Custodian to deliver,
the Currency to be sold on the date on which such delivery is to be made, as set
forth in the Certificate, and shall receive, or instruct a Foreign Sub-Custodian
to receive, the Currency to be purchased on the date as set forth in the
Certificate.
(b) Where the Currency to be sold is to be delivered on the same day
as the Currency to be purchased, as specified in the Certificate or Oral
Instructions, Custodian or a Foreign Sub-Custodian may arrange for such
deliveries and receipts to be made in accordance with the customs prevailing
from time to time among brokers or dealers in Currencies, and such receipt and
delivery may not be completed simultaneously. The Fund assumes all
responsibility and liability for all credit risks involved in connection with
such receipts and deliveries, which responsibility and liability shall continue
until the Currency to be received by the Fund has been received in full.
<PAGE>
(c) Any foreign exchange transaction effected by Custodian in
connection with this Agreement may be entered with Custodian, any office, branch
or subsidiary of The Bank of New York, or any Foreign Sub-Custodian (as defined
below) acting as principal or otherwise through customary banking channels. The
Fund may issue a standing Certificate with respect to foreign exchange
transactions but Custodian may establish rules or limitations concerning any
foreign exchange facility made available to the Fund. The Fund shall bear all
risks of investing in securities or holding Currency. Without limiting the
foregoing, the Fund shall bear the risks that rules or procedures imposed by a
Foreign Sub-Custodian or foreign depositories, exchange controls, asset freezes
or other laws, rules, regulations or orders shall prohibit or impose burdens or
costs on the transfer to, by or for the account of the Fund of Securities or any
cash held outside the Fund's jurisdiction or denominated in Currency other than
its home jurisdiction or the conversion of cash from one Currency into another
Currency. Custodian shall not be obligated to substitute another Currency for a
Currency (including a Currency that is a component of a Composite Currency Unit)
whose transferability, convertibility or availability has been affected by such
law, regulation, rule or procedure. Neither Custodian nor any Foreign
Sub-Custodian shall be liable to the Fund for any loss resulting from any of the
foregoing events.
27. Duties of Custodian with Respect to Property of any Fund Held Outside
of the United States.
(a) Custodian is authorized and instructed to employ, as
sub-custodian for each Fund's foreign securities and other assets, the foreign
banking institutions and foreign securities depositories and clearing agencies
selected from time to time by Custodian as the Foreign Custody Manager appointed
by the Trust's Board of Trustees ("Foreign Sub-Custodians") to carry out their
respective responsibilities in accordance with the terms of the sub-custodian
agreement between each such Foreign Sub-Custodian and Custodian (each such
agreement, a "Foreign Sub-Custodian Agreement"). Upon receipt of an Officer's
Certificate, the Trust may designate any additional foreign sub-custodian with
which Custodian has an agreement for such entity to act as Custodian's agent, as
its sub-custodian and any such additional foreign sub-custodian shall be deemed
a Foreign Sub-Custodian hereunder. Upon receipt of an Officer's Certificate,
Custodian shall cease using any one or more Foreign Sub-Custodians for the
Funds' assets.
(b) Each Foreign Sub-Custodian Agreement shall be substantially in
the form delivered to the Trust herewith and will not be amended in a way that
materially adversely affects the Trust without the Trust's prior written
consent.
(c) Custodian shall identify on its books as belonging to each Fund
the Foreign Securities of such Fund held by each Foreign Sub-Custodian. At the
election of the Trust, it shall be entitled to be subrogated to any claims by
the Trust or any Fund against a Foreign Sub-Custodian as a consequence of any
loss, damage, cost, expense, liability or claim sustained or incurred by the
Trust or any Fund if and to the extent that the Trust or such Fund has been made
whole by Custodian for any such loss, damage, cost, expense, liability or claim.
<PAGE>
(d) Upon request of the Trust, Custodian will, consistent with the
terms of the applicable Foreign Sub-Custodian Agreement, use reasonable efforts
to arrange for the independent accountants of the Trust to be afforded access to
the books and records of any Foreign Sub-Custodian insofar as such books and
records relate to the performance of such Foreign Sub-Custodian under its
agreement with Custodian on behalf of the Trust.
(e) Custodian will supply to the Trust from time to time, as
mutually agreed upon, statements in respect of the securities and other assets
of each Fund held by Foreign Sub-Custodians, including but not limited to, an
identification of entities having possession of each Fund's Foreign Securities
and other assets, and advices or notifications of any transfers of Foreign
Securities to or from each custodial account maintained by a Foreign
Sub-Custodian for Custodian on behalf of the Fund.
(f) Custodian agrees that it will use reasonable care in monitoring
compliance by each Foreign Sub-Custodian with the terms of the relevant Foreign
Sub-Custodian Agreement and that if it learns of any breach of such Foreign
Sub-Custodian Agreement believed by Custodian to have a material adverse effect
on the Trust or any Fund it will promptly notify the Trust in writing of such
breach. Custodian also agrees to use reasonable and diligent efforts to enforce
its rights under the relevant Foreign Sub-Custodian Agreement.
(g) Custodian shall transmit promptly to the Trust all notices,
reports or other written information received pertaining to the Trust's Foreign
Securities, including without limitation, notices of corporate action, proxies
and proxy solicitation materials.
(h) Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for securities received for the account of the Trust or
any Fund and delivery of securities maintained for the account of the Trust or
any Fund may be effected in accordance with the customary or established
securities trading or securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs, including, without
limitation, delivery of securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities from such purchaser
or dealer.
(i) With respect to any losses or damages arising out of or relating
to any actions or omissions of any Foreign Sub-Custodian, the sole
responsibility and liability of Custodian shall be to take all appropriate and
reasonable action at the Trust's expense to recover such loss or damage from the
Foreign Sub-Custodian. It is expressly understood and agreed that Custodian's
sole responsibility and liability shall be limited to amounts so recovered from
the Foreign Sub-Custodian.
<PAGE>
28. Concerning Custodian.
(a) (i) Custodian shall exercise care and diligence and act in good
faith and use all commercially reasonable efforts in the performance of its
duties hereunder. Custodian shall be responsible to the Trust for its own
failure or the failure of any sub-custodian that it shall appoint (other than a
foreign sub-custodian referred to in Paragraph 27 or a sub-custodian appointed
by Custodian at the specific direction of the Trust) or that of its employees or
agents, to perform its duties, obligations or responsibilities in accordance
with this Agreement, but only to the extent that such failure results from acts
or omissions that constitute willful misfeasance, bad faith or negligence on the
part of Custodian, or on the part of its employees or agents, or reckless
disregard of such duties, obligations and responsibilities.
(ii) Without limiting the generality of the foregoing or any
other provision of this Agreement, in no event shall Custodian be liable to the
Fund or any third party nor, except as otherwise provided in this subparagraph
for special, indirect or consequential damages or lost profits or loss of
business, arising under or in connection with this Agreement, even if previously
informed of the possibility of such damages and regardless of the form of
action. Custodian may, with respect to questions of law arising under any FCM
Agreement, apply for and obtain the advice and opinion of counsel to the Trust
at the expense of the Trust, or of its own counsel at its own expense, and shall
be fully protected with respect to anything done or omitted by it in good faith
in conformity with such advice or opinion. Custodian shall be liable to the
Trust for any loss or damage resulting from the use of the Book-Entry System or
any Securities Depository arising by reason of any negligence or willful
misconduct on the part of Custodian or any of its employees or agents.
(iii) Custodian's liability pursuant to the last sentence of
subparagraph (a)(i) shall include, but not be limited to, reimbursing the Trust
for court-ordered damage awards, fines, penalties, and judicially-approved
settlements (and attorney's fees and disbursements relating thereto) arising out
of or in connection with the conduct giving rise to such liability.
<PAGE>
(iv) If the Trust receives notice of the commencement of any
action, suit, or proceeding (an "Action"), or notice that any Action may be
commenced, for which Custodian may be liable to the Trust pursuant to this
Paragraph 28, the Trust shall give notice to Custodian of the commencement of
the Action or of the possibility that an Action will be commenced. Any omission
to notify Custodian will not relieve Custodian from any liability which it may
have under this Paragraph, except to the extent the failure to notify Custodian
prejudices the rights of Custodian. Custodian will be entitled at its sole
expense and liability, to exercise full control of the defense, compromise or
settlement of any such Action, provided that Custodian (1) notifies the Trust in
writing of Custodian's intention to assume such defense; and (2) retains legal
counsel reasonably satisfactory to the Trust to conduct the defense of such
Action. If Custodian advises the Trust that it does not wish to exercise full
control of any defense, compromise or settlement of any Action, Custodian shall
be responsible for the fees and expenses of counsel selected by the Trust, in
addition to any other amounts for which Custodian may be liable pursuant to this
Paragraph 28. The other person will cooperate with the person assuming the
defense, compromise or settlement of any Action in accordance with this
Paragraph in any manner that such person reasonably may request. If Custodian so
assumes the defense of any such Action, the Trust will have the right to employ
a separate counsel and to participate in (but not control) the defense,
compromise or settlement of the Action, but the fees and expenses of such
counsel will be at the expense of the Trust unless (a) Custodian has agreed to
pay such fees and expenses, (b) any relief other than the payment of money
damages is sought against the Trust, or (c) the Trust has been advised by its
counsel that there may be one or more defenses available to it which are
different from or additional to those available to Custodian and that a conflict
of interest therefore exists, and in any such case that portion of the fees and
expenses of such separate counsel that are reasonably related to matters for
which Custodian is liable pursuant to this Paragraph will be paid by Custodian.
The Trust will not settle or compromise any such Action for which Custodian is
liable pursuant to this Paragraph without the prior written consent of
Custodian, unless Custodian has failed, after reasonable notice, to undertake
control of such Action in the manner provided in this Paragraph. Custodian will
not settle or compromise any such Action in which any relief other than the
payment of money damages is sought against the Trust without the consent of the
Trust, such consent not to be unreasonably withheld. In the event that Custodian
intends to settle or compromise any Action in which solely money damages are
sought, Custodian shall give the Trust fifteen (15) business days prior written
notice.
<PAGE>
(b) Without limiting the generality of the foregoing, Custodian
shall be under no obligation to inquire into, and shall not be liable for:
(i) the validity of the issue of any securities purchased,
sold, or written by or for the Trust or any Fund, the legality of the purchase,
sale or writing thereof, or the propriety of the amount paid or received
therefor;
(ii) the legality of the sale or redemption of any Shares, or
the propriety of the amount to be received or paid therefor;
(iii) the legality of the declaration or payment of any
dividend by the Trust;
(iv) the legality of any borrowing by the Trust using
securities as collateral;
(v) the legality of any loan of portfolio securities, or under
any duty or obligation to see to it that any cash collateral delivered to it by
a broker, dealer, or financial institution or held by it at any time as a result
of such loan of portfolio securities is adequate collateral for or against any
loss Custodian, the Trust or any Fund might sustain as a result of such loan.
Custodian specifically, but not by way of limitation, shall not be under any
duty or obligation periodically to check or notify the Trust or any Fund that
the amount of such cash collateral held by Custodian for the Trust is sufficient
collateral for the Trust, but such duty or obligation shall be the sole
responsibility of the Trust. In addition, Custodian shall be under no duty or
obligation to see that any broker, dealer or financial institution to which
portfolio securities are lent makes payment to it of any dividends or interest
which are payable to or for the account of the Trust during the period of such
loan or at the termination of such loan, provided, however, that Custodian shall
promptly notify the Trust in the event that such dividends or interest are not
paid and received when due; or
<PAGE>
(vi) the sufficiency or value of any amounts of money and/or
securities held in any segregated account described in Paragraph 12(a) hereof in
connection with transactions by the Funds, or whether such segregated account
provides the compliance intended to be achieved. In addition, Custodian shall
not be under any duty or obligation to see that any broker, dealer, FCM or
Clearing Member makes payment to the Fund of any variation margin payment or
similar payment which the Fund may be entitled to receive from such broker,
dealer, FCM or Clearing Member, to see that any payment received by Custodian
from any broker, dealer, FCM or Clearing Member is the amount the Trust is
entitled to receive, or to notify the Trust or a Fund of Custodian's receipt or
non-receipt of any such payment.
(c) Custodian shall not be liable for, or considered to be
sub-custodian or custodian of, any money, whether or not represented by any
check, draft, or other instrument for the payment of money, received by
Custodian on behalf of the Trust until Custodian actually receives and collects
such money directly or by the final crediting of the account representing the
Fund's interest at the Book-Entry System or a Securities Depository.
(d) Custodian shall not have any responsibility or be liable for
ascertaining or acting upon any calls, conversions, exchange offers, tenders,
interest rate changes or similar matters relating to securities held in a
Securities Depository, unless Custodian shall have actually received timely
notice from such Securities Depository. In no event shall Custodian have any
responsibility or liability for the failure of any Securities Depository to
collect, or for the late collection or late crediting by a Securities Depository
of any amount payable upon securities deposited in a Securities Depository which
may mature or be redeemed, retired, called or otherwise become payable. Upon
receipt of Written Instructions from the Trust of an overdue amount on
securities held in a Securities Depository Custodian shall make a claim against
a Securities Depository on behalf of the Trust, except that Custodian shall not
be under any obligation to appear in, prosecute or defend any action suit or
proceeding in respect to any securities held by a Securities Depository which in
its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be furnished as often as
may be required.
<PAGE>
(e) Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Trust from a transfer agent
of the Trust nor to take any action to effect payment or distribution by the
transfer agent of the Trust of any amount paid by Custodian to the transfer
agent of the Trust in accordance with this Agreement.
(f) Custodian shall not be under any duty or obligation to take
action to effect collection of any amount, if the securities upon which such
amount is payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by
Written Instructions and (ii) it shall be assured to its reasonable satisfaction
of reimbursement of its costs and expenses in connection with any such action.
(g) Custodian may in addition to the employment of Foreign
Sub-Custodians pursuant to Paragraphs 7 and 27, hereof appoint one or more
banking institutions as Depository or Depositories, as a sub-custodian or as
sub-custodians, or as a co-custodian or as co-custodians, including, but not
limited to, banking institutions located in foreign countries, of securities and
moneys at any time owned by the Fund, upon such terms and conditions as may be
approved in an Officer's Certificate or contained in an agreement executed by
Custodian and the Trust and the appointed institution.
(h) Custodian shall not be under any duty or obligation (i) to
ascertain whether any securities at any time delivered to, or held by it or by
any Foreign Sub-Custodian, for the account of the Trust and specifically
allocated to a Fund are such as properly may be held by the Trust or such Fund
under the provisions of its Prospectus, or (ii) to ascertain whether any
transactions by the Fund, whether or not involving Custodian, are such
transactions as may properly be engaged in by the Fund.
(i) Custodian shall charge its compensation and any expenses with
respect to the Funds of the Trust incurred by Custodian in the performance of
its duties under this Agreement only against the money of the Fund or Funds of
the Trust from which such compensation or expenses is actually due and payable,
and under no circumstances shall any compensation or expenses due to Custodian
be considered to be a joint, or joint and several, obligation of the Funds of
the Trust. To the extent that Custodian is entitled to recover from the Trust
any loss, damage, liability or expense (including counsel fees) under this
Agreement, Custodian shall charge the amount due in respect of such loss,
damage, liability or expense (including counsel fees) only against the money
held by it for the Fund or Funds of the Trust that is/are identified by the
Trust in an Officer's Certificate, unless and until the Trust instructs
Custodian by an Officer's Certificate to charge against money held by it for the
account of a Fund such Fund's pro rata share (based on such Fund's net asset
value at the time of the charge in proportion to the aggregate net asset value
of all Funds at that time) of the amount of such loss, damage, liability or
expense (including counsel fees).
<PAGE>
(j) Custodian shall be entitled to rely upon any Officer's
Certificate, Written Instructions, notice or other instrument in writing
received by Custodian and reasonably believed by Custodian to be an Officer's
Certificate or Written Instructions. Custodian shall be entitled to rely upon
any Oral Instructions actually received by Custodian. The Trust agrees to
forward to Custodian Written Instructions confirming such Oral Instructions in
such manner so that such Written Instructions are received by Custodian, whether
by hand delivery, telecopier or other similar device, or otherwise, by the close
of business of the same day that such Oral Instructions are received by
Custodian. The Trust agrees that the fact that such confirming instructions are
not received, or that contrary instructions are received, by Custodian shall in
no way affect the validity of the transactions or enforceability of the
transactions hereby authorized by the Trust. The Trust agrees that Custodian
shall not incur any liability to the Trust in acting upon Oral Instructions
given to Custodian hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an Authorized Person.
(k) Custodian shall be entitled to rely upon any instrument,
instruction or notice received by it and reasonably believed by it to be given
in accordance with the terms and conditions of any FCM Agreement. Without
limiting the generality of the foregoing, Custodian shall not be under any duty
to inquire into, and Custodian shall not be liable for, the accuracy of any
statements or representations contained in any such instrument or other notice
including, without limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or clearing member.
(l) Custodian shall provide the Trust with any report obtained by
Custodian on the system of internal accounting control of the Book-Entry System,
any Securities Depository utilized hereunder the Depository or the Options
Clearing Corporation, and with such reports on its own systems of internal
accounting control as the Trust may reasonably request from time to time.
(m) Subject to the foregoing provisions of this Agreement,
including, without limitation, those contained in Paragraph 27 hereof, Custodian
may deliver and receive securities, and receipts with respect to such
securities, and arrange for payments to be made and received by Custodian in
accordance with the customs prevailing from time to time among brokers or
dealers in such securities. When Custodian is instructed to deliver securities
against payment, delivery of such securities and receipt of payment therefor may
not be completed simultaneously. The Fund assumes all responsibility and
liability for all credit risks involved in connection with Custodian's delivery
of securities pursuant to proper instructions of the Fund, which responsibility
and liability shall continue until final payment in full has been received by
Custodian.
(n) Custodian shall not have any duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set forth
in this Agreement, and no covenant or obligation shall be implied in this
Agreement against Custodian.
<PAGE>
29. Termination. Any of the parties hereto may terminate this Agreement by
giving to the other parties a notice in writing specifying the date of such
termination, which shall be not less than ninety (90) days after the date of
giving of such notice. Upon the date set forth in such notice this Agreement
shall terminate, and Custodian shall on that date deliver directly to the Trust
or a successor custodian designated by the Trust all securities and moneys then
owned by the Trust and held by Custodian, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall then be
entitled; provided, however, that transaction fees and expenses payable by the
Trust in connection with a deconversion to a successor custodian shall be
limited to Custodian's actual direct cost.
30. 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 to Custodian, at Custodian's address, 90 Washington Street,
(22nd Floor), New York, New York 10286, Attention: Frank Ajosa; (b) if to the
Trust, at the address of the Trust, 111 Center Street, Little Rock, Arkansas
72201, Attention: Richard H. Blank, Jr., Secretary; or (c) if to none 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.
31. Further Actions. Each party agrees to perform such further acts and
execute such further documents as it deems necessary to effectuate the purposes
hereof.
32. Amendments. This Agreement or any part 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.
33. Miscellaneous.
(a) The Trust agrees that Custodian may be a counterparty in any
purchase or sale of foreign currency by or for the Trust on a spot or forward
basis, and on any option to buy or sell foreign currency.
(b) 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.
<PAGE>
34. Release. The names "Nations Funds" and "Trustees of Nations Funds"
refer respectively to the Trust created and the Trustees, as Trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985, which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Funds"
entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, Shareholders, or representatives of
the Trust personally, but bind only the Trust Property, and all persons dealing
with any class of Shares of the Trust Property, and all persons dealing with any
class of Shares of the Trust must look solely to the Trust Property belonging to
such class for the enforcement of any claims against the Trust.
35. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
THE BANK OF NEW YORK
By: /s Stephen E. Grunston
Stephen E. Grunston
Vice-President
NATIONS FUND TRUST
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Secretary
<PAGE>
SCHEDULE I
The Custody Agreement between the Trust and Custodian applies to the
following funds of the Trust:
Nations Government Money Market Fund
Nations Tax Exempt Fund
Nations Value Fund
Nations Strategic Equity Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Equity Index Fund
Nations Managed Index Fund
Nations Managed SmallCap Index Fund
Nations Managed Value Index Fund
Nations Managed SmallCap Value Index Fund
Nations Disciplined Equity Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Balanced Assets Fund
Nations Short-Intermediate Government Fund
Nations Short-Term Income Fund
Nations Diversified Income Fund
Nations Strategic Fixed Income Fund
Nations Municipal Income Fund
Nations Short-Term Municipal Income Fund
Nations Intermediate Municipal Bond Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Kansas Intermediate Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
<PAGE>
SCHEDULE II
PUBLICATIONS
I, Ira Rosner, a Vice President with THE BANK OF NEW YORK do hereby
designate the following publications:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
JJ Kenney Municipal Bond Service
London Financial Times
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
<PAGE>
SCHEDULE III
Domestic Custodian Fee Schedule
For
Nations Fund Trust
Money Market Funds
Safekeeping/Income Collection/Reporting DTC-ID
Affirmation All Systems Development and Usage Charges
1/2 of one basis point per annum on the aggregate net assets of
all Nations' Money Market Funds.
Security Transaction Charges
$ 7 DTC/FRB/PTC
$ 15 Physicals
$ 40 Euro C/D's
Other Charges
$ 5 Bank official checks
$ 2 Money transfers in/out of the Fund's
custodian account not related to
securities transactions.
Earnings Credits on Balances/Interest on Overdrafts
Earnings credits are provided to each Fund on 80% of the daily balance in the
domestic custodian account computed at the 90-day T-bill rate on the day of the
balance.
Overdrafts, excluding bank errors, will cause a reduction of earnings credits
daily, computed at 1% above the average Federal Funds rate on the day of the
overdraft.
Credits and debits will be accumulated daily and offset monthly against the
Bank's domestic custodian fees. To the extent a net debit is accumulated, each
Fund will be billed for the expense. To the extent a net earnings credit is
generated, such excess earnings credit can be carried forward to the next
succeeding month. However, no earnings credit will be carried forward after
year-end.
<PAGE>
Domestic Custodian Fee Schedule
For
Nations Fund Trust
Money Market Funds
Out-of-Pocket Expenses
None.
Billing Cycle
The above fees are billed monthly.
Nations Fund Trust The Bank of New York
Approved by: Approved by:
/s/ Richard H. Blank, Jr. /s/ Stephen E. Grunston
Title: Secretary Title: Vice President
Date: 10/20/98 Date:10/19/98
<PAGE>
Domestic Custodian Fee Schedule
For
Nations Fund Trust
Non-Money Market Funds
Safekeeping/Income Collection/Reporting/DTC-ID Affirmation
All Systems Development and Usage Charges
3/4ths of one basis point per annum on the aggregate
net assets of all Nations' Non-Money Market
Funds up to $10 billion.
1/2 of a basis point on the excess.
Security Transaction Charges/Paydowns
$ 5 Paydowns
$ 7 DTC/FRB/PTC
$ 15 Physicals, options, and futures
$ 40 Euro C/D's
Other Charges
$ 5 Bank official checks
$ 2 Money transfer in/out of the Fund's
custodian account not related to
securities transactions.
Earnings Credits on Balances/Interest on Overdrafts
Earnings credits are provided to each Fund on 80% of the daily balance in the
domestic custodian account computed at the 90-day T-bill rate on the day of the
balance.
Overdrafts, excluding bank errors, will cause a reduction of earnings credits
daily, computed at 1% above the average Federal Funds rate on the day of the
overdraft.
Credits and debits will be accumulated daily and offset monthly against the
Bank's domestic custodian fees. To the extent a net debit is accumulated, each
Fund will be billed for the expense. To the extent a net earnings credit is
generated, such excess earnings credit can be carried forward to the next
succeeding month. However, no earnings credit will be carried forward after
year-end.
<PAGE>
Domestic Custodian Fee Schedule
For
Nations Fund Trust
Non-Money Market Funds
Out-of-Pocket Expenses
None.
Billing Cycle
The above fees are billed monthly.
Nations Fund Trust The Bank of New York
Approved by: _________________ Approved by: _________________
Title: _________________ Title: _________________
Date:_________________ Date:_________________
<PAGE>
Customer Contact
Portfolio trades are coordinated by a dedicated administrative group
reacting to instructions from your authorized persons.
The group consists of a senior officer in charge, administrators assigned
based on activity and complexity and ample backup on hand to ensure
responsiveness to your needs.
Safekeeping of Securities
We are a direct member of all major depositor systems, i.e., Depository
Trust Company, Federal Reserve Book Entry, Participants Trust Company,
etc.
Agreements are in place with sub-custodians for book-entry municipal bond
programs.
Arrangements have been completed for numerous multi-party repurchase
transactions.
Vault Operations are constantly monitored via closed-circuit security
systems.
Options/Futures
Issue escrow or depository receipts.
Collect premiums and effect closing purchase transactions for covered call
options.
Issue guarantee letters for put options.
Agreements are in place with numerous Futures Commission Merchants (FCMs),
to settle transactions and service maintenance margin requirements.
Segregated accounts are maintained to comply with collateral agreements
with contra-brokers.
Income Collection/Paydowns
Dividends and interest due to the account are pre-posted on the payable
date.
Proceeds from maturing securities are credited on the redemption date.
Paydowns on GNMA, FNMA, FHLMC, and CMOs are posted on payable date and
credited in Federal Funds on the business day after payable date when the
factor is available (95% of issues held).
35
<PAGE>
Securities requiring registration are held in our nominee name to
facilitate both sales and income collection.
Reports
The following reports are provided to allow your staff to monitor
portfolio cash and security transactions:
Daily Custodian Account Journal includes portfolio and cash transactions
of the previous business day.
Cash Balance Projection Report includes all trades reported to us that
have not settled through the previous business day. Pending dividends,
interest, maturities and called bonds are also listed on this report.
Daily report of affirmed/unaffirmed trades.
List of Assets reflects securities and cash held in the custodian account
available daily, weekly, monthly, etc.
Monthly Cash Statement - summary of all Daily Custodian Account Journal
activity for the previous month.
Workstation
Our workstation will afford you the ability to review, edit, enter, and
transmit all trade settlement instructions to the Bank for processing.
Easily accessed via a PC, using a local telephone number, it increases
your flexibility to input and retrieve information while significantly
reducing your communication costs. The system is accessible 24 hours a
day, 7 days a week.
Our Cash Management Report is another of our on-line systems capabilities
providing real-time settlement data regarding the current day's activity
in your account. The activity would include pending and settled trades,
income, paydowns and maturity payments as well as cash balances. This
information puts effective cash management in your hands.
Another of our dynamic on-line systems is called Q-TRAK. This on-line
module of our system can be used to notify the bank of any inquiries
regarding securities related problems. You can use Q-TRAK to route your
inquiries directly to your Custody Administrative Team. Q-TRAK allows for
prioritization of each inquiry and response, and permits you to monitor
progress on each item as it is being researched. Many of the Bank's
clients have found Q-TRAK to be an excellent tool in achieving timely
resolutions to their questions.
36
<PAGE>
General Servicing
Prompt notification of corporate actions.
Corporate literature directly forwarded upon receipt.
Proxies for securities held in our nominee are executed and forwarded to
the Fund for voting.
Payment of your authorized corporate expenses.
37
<PAGE>
SCHEDULE IV
OVERDRAFT RATE
38
EX-99.B9(a)
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (the "Agreement") is made as of September 1,
1993 by and between STEPHENS INC. ("Stephens") and NATIONS FUND TRUST, a
Massachusetts business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust desires to retain Stephens to render certain
administrative services for the investment portfolios of the Trust listed on
Schedule I (individually, a "Fund" and collectively, the "Funds"), and Stephens
is willing to render such services; and
WHEREAS, the Trust is retaining, pursuant to a separate Co-Administration
Agreement, The Boston Company Advisors, Inc. ("Boston Advisors") to perform
certain other administrative services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints Stephens to act as 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 either
the Trust or Stephens, each new investment portfolio established in the future
by the Trust shall automatically become a "Fund" for all purposes hereunder as
if listed on Schedule I.
2. Delivery of Documents. The Trust has furnished Stephens with copies
properly certified or authenticated of each of the following:
(a) The Trust's most recent Post-Effective Amendment to its Registration
Statement on Form N-1A (the "Registration Statement") under the Securities Act
of 1933, as amended, and under the 1940 Act (File Nos. 2-97817 and 811-4305), as
filed with the Securities and Exchange Commission (the "SEC") on July 30, 1993
relating to the Funds' units or shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
1
<PAGE>
The Trust will furnish Stephens from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide Stephens with any other documents
that Stephens may reasonably request and will notify Stephens as soon as
possible of any matter materially affecting Stephens' performance of its
services under this Agreement.
3. Duties as Administrator. Subject to the supervision and direction of
the Board of Trustees of the Trust, Stephens, as Administrator, will assist in
supervising various aspects of the Trust's administrative operations and
undertakes to perform the following specific services from and after the
effective date of this Agreement.
(a) Maintaining office facilities (which may be in the offices of Stephens
or a corporate affiliate);
(b) Furnishing statistical and research data, data processing services,
clerical services, and internal executive and administrative services and
stationery and office supplies in connection with the foregoing;
(c) Furnishing corporate secretarial services, including coordinating the
preparation and distribution of materials for Board of Trustees meetings;
(d) Providing the services of certain persons who may be appointed as
officers of the Trust by the Trust's Board of Trustees;
(e) Coordinating the provision of legal advice and counsel to the Trust
with respect to regulatory matters, including monitoring regulatory and
legislative developments which may affect the Trust and assisting in the
strategic response to such developments, counseling and assisting the Trust in
routine regulatory examinations or investigations of the Trust, and working
closely with outside counsel to the Trust in connection with any litigation in
which the Trust is involved;
(f) Coordinating the preparation of reports to the Trust's shareholders of
record and the SEC including, but not necessarily limited to, Annual Reports and
Semi-Annual Reports to Shareholders and on Form N-SAR and Notices pursuant to
Rule 24f-2 under the 1940 Act;
(g) Coordinating with the Trust and its Distributor regarding the
jurisdictions in which the Shares of the Trust shall be registered or qualified
for sale and, in connection therewith, being responsible for the registration or
qualification and the maintenance of such registration or qualification of
Shares for sale under the securities laws of any state. Payment of share
registration fees and any fees for qualifying or continuing the qualification of
the Trust or any Fund as a dealer or broker shall be made or reimbursed by the
Trust or that Fund, respectively;
(h) Preparing and filing on a timely basis various reports, registration
statements and post-effective amendments thereto and other documents required by
federal, state and other applicable laws and regulations other than those filed
or required to be filed by the Adviser, Boston Advisors, Transfer Agent or
Custodian;
2
<PAGE>
(i) Preparing and filing on a timely basis the Trust's Rule 24f-2 Notice;
(j) Monitoring the development and implementation of compliance procedures
for the Trust which will include, among other matters, monitoring each Fund's
status as a regulated investment company under Sub-Chapter M of the Internal
Revenue Code of 1986, as amended, and compliance by each Fund with its
investment objective, policies, restrictions, tax matters and applicable laws
and regulations; and
(k) Generally assisting in all aspects of the Trust's operations.
In performing all services under this Agreement, Stephens shall (a) act in
conformity with the Trust's Declaration of Trust and Code of Regulation; the
1940 Act, the Investment Advisers Act of 1940 and other applicable laws, as the
same may be amended from time to time; and the Trust's Registration Statement,
as such Registration Statement may be amended from time to time, (b) consult and
coordinate with legal counsel for the Trust, as necessary and appropriate, and
(c) advise and report to the Trust and its legal counsel, as necessary or
appropriate, with respect to any compliance or other matters that come to its
attention.
In connection with its duties under this Paragraph 3, Stephens may, at its
own expense, enter into subadministration agreements with other service
providers, provided that each such service provider agrees with Stephens to
comply with all relevant provisions of the 1940 Act and applicable rules and
regulations thereunder. Stephens will provide the Trust with a copy of each
subadministration agreement it executes relating to the Trust. Stephens will be
liable for acts or omissions of any such subadministrators under the standards
of care provided herein under Paragraph 5.
In addition to the services specifically identified above, Stephens shall
coordinate the provision of services to the Trust by Boston Advisors, the
Transfer Agent and the Custodian.
4. Compensation. Stephens shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 4(b) below.
(a) Stephens will from time to time employ or associate with itself 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 who are employed by both Stephens and the Trust. The
compensation of such person or persons shall be paid by Stephens and no
obligation shall be incurred on behalf of the Trust in such respect.
(b) Stephens shall not be required to pay any of the following expenses
incurred by the Trust: investment advisory expenses, costs of printing and
mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage fees and commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Trustees of the Trust
who are not affiliated with Stephens;
3
<PAGE>
outside auditing expenses; outside legal expenses; fees of any other service
provider to the Trust (other than a subadministrator engaged pursuant to
Paragraph 3, and except for transmitting the fees payable to Boston Advisors
pursuant to Paragraph 3(d)); or other expenses not specified in this Section 4
which may be properly payable by the Trust and which are approved by the Trust's
President or Treasurer.
(c) For the services to be rendered, the facilities to be furnished and
the payments to be made by Stephens, as provided for in this Agreement, Stephens
shall be compensated by the Trust in accordance with the terms set forth in the
Fee Letter Agreement dated as of September 1, 1993 between the Trust, Nations
Fund, Inc., Stephens and Boston Advisors, as the same may be amended from time
to time (the "Fee Letter Agreement") provided, however, that any amendments to
the Fee Letter Agreement shall be presented for approval or ratification by the
Trustees at the next regularly scheduled Board meeting.
(d) Stephens shall be authorized to receive, as agent for Boston Advisors,
the fees payable by the Trust to Boston Advisors pursuant to the Fee Letter
Agreement for services provided by Boston Advisors under its Co-Administration
Agreement, and shall promptly forward such fees to Boston Advisors, provided
that it shall only be required to forward amounts actually received from the
Trust and shall have no other duty to pay the same.
5. Limitation of Liabilities; Indemnification.
(a) Stephens shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the performance of
its obligations and duties under this Agreement, except a loss resulting from
Stephens' willful misfeasance, bad faith or gross negligence in the performance
of such obligations and duties, or by reason of its reckless disregard thereof.
Any person, even though also an officer, Trustee, partner, employee or agent of
Stephens, shall be deemed, when rendering services to the Trust or acting on any
business of the Trust (other than services or business in connection with
Stephens' duties as Administrator hereunder), to be acting solely for the Trust
and not as an officer, Trustee, partner, employee or agent or one under the
control or discretion of Stephens even though paid by it.
(b) The Trust, on behalf of each Fund, will indemnify Stephens against and
hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit relating to the particular Fund and not resulting
from the willful misfeasance, bad faith or gross negligence of Stephens in the
performance of such obligations and duties or by reason of its reckless
disregard thereof. Stephens will not confess any claim or settle or make any
compromise in any instance in which the Trust will be asked to provide
indemnification, except with the Trust's prior written consent. Any amounts
payable by the Trust under this Section 5(b) shall be satisfied only against the
assets of the Fund involved in the claim, demand, action or suit and not against
the assets of any other investment portfolio of the Trust.
4
<PAGE>
6. Termination of Agreement.
(a) This Agreement shall become effective September 1, 1993 and shall
remain in full force and effect unless terminated pursuant to the provisions of
subsection (b) of this Section 6.
(b) This Agreement may be terminated at any time without payment of any
penalty, upon 60 days' written notice, by vote of the holders of a majority of
the Board of Trustees of the Trust or by Stephens. Stephens will cooperate with
and assist the Trust, its agents and any successor administrator or
administrators in the substitution/conversion process.
(c) Section 8 shall survive this Agreement's termination.
7. Amendments. No provision of this Agreement may be changed, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought.
8. Confidentiality. All books, records, information and data pertaining to
the business of the Trust, its prior, present or potential shareholders and the
Adviser's customers that are exchanged or received pursuant to the performance
of Stephens' duties under this Agreement shall remain confidential and shall not
be disclosed to any other person, except as specifically authorized by the Trust
or as may be required by law, and shall not be used for any purpose other than
performance of its responsibilities and duties hereunder.
9. Service to Other Companies or Accounts.
The Trust acknowledges that Stephens now acts, will continue to act and
may act in the future as investment adviser to fiduciary and other managed
accounts, and as investment adviser, sub-investment adviser and/or administrator
to other investment companies or series of investment companies, and the Trust
has no objection to Stephens' so acting. The Trust further acknowledges that the
persons employed by Stephens to assist in the performance of Stephens' 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 any affiliate of Stephens to engage in and devote time and attention
to other businesses or to render services of whatever kind or nature.
10. Miscellaneous
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or Stephens 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.
5
<PAGE>
To the Trust:
Nations Fund Trust
111 Center Street
Little Rock, Arkansas 72201
Attention: Secretary
To Stephens:
Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Attention: R. Greg Feltus
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
State of Arkansas.
(d) This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement and the Fee Letter Agreement constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
(g) The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally acting from time to time under a Declaration of Trust
dated May 6, 1985 which is hereby referred to and a copy of which is on file at
the office of the State Secretary of The Commonwealth of Massachusetts and at
the principal office of the Trust. The obligations of "Nations Fund Trust"
entered into in the name or on behalf thereof by any of the Trustees, Officers,
representatives or agents are made not individually but in such capacities, and
are not binding upon any of the Trustees, Shareholders, officers,
representatives or agents of the Trust personally, but bind only the Trust
Property (as a Fund's Shares of the Trust must look solely to the Trust Property
belonging to such Fund's Shares for the enforcement of any claims against the
Trust.
6
<PAGE>
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/ R. Greg Feltus
-----------------------------
Name: R. Greg Feltus
Title: Senior Vice President
NATIONS FUND TRUST
By: /s/ Richard H. Blank, Jr.
-----------------------------
Name: Richard H. Blank, Jr.
Title: Secretary
7
<PAGE>
SCHEDULE I
Nations Fund Trust:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Strategic Equity Fund
5. Nations Capital Growth Fund
6. Nations Emerging Growth Fund
7. Nations Equity Index Fund
8. Nations Managed Index Fund
9. Nations Managed SmallCap Index Fund
10. Nations Managed Value Index Fund
11. Nations Managed SmallCap Value Index Fund
12. Nations Disciplined Equity Fund
13. Nations Marsico Focused Equities Fund
14. Nations Marsico Growth & Income Fund
15. Nations Balanced Assets Fund
16. Nations Short-Intermediate Government Fund
17. Nations Short-Term Income Fund
18. Nations Diversified Income Fund
19. Nations Strategic Fixed Income Fund
20. Nations Municipal Income Fund
21. Nations Short-Term Municipal Income Fund
22. Nations Intermediate Municipal Bond Fund
23. Nations Florida Intermediate Municipal Bond Fund
24. Nations Florida Municipal Bond Fund
25. Nations Georgia Intermediate Municipal Bond Fund
26. Nations Georgia Municipal Bond Fund
27. Nations Kansas Intermediate Municipal Bond Fund
28. Nations Maryland Intermediate Municipal Bond Fund
29. Nations Maryland Municipal Bond Fund
30. Nations North Carolina Intermediate Municipal Bond Fund
31. Nations North Carolina Municipal Bond Fund
32. Nations South Carolina Intermediate Municipal Bond Fund
33. Nations South Carolina Municipal Bond Fund
34. Nations Tennessee Intermediate Municipal Bond Fund
35. Nations Tennessee Municipal Bond Fund
36. Nations Texas Intermediate Municipal Bond Fund
37. Nations Texas Municipal Bond Fund
38. Nations Virginia Intermediate Municipal Bond Fund
39. Nations Virginia Municipal Bond Fund
<PAGE>
Dated: October 15, 1996
June 4, 1997
December 9, 1997
February 4, 1998
June 4, 1998
EX-99.B9(b)
CO-ADMINISTRATION AGREEMENT
THIS CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of September
1, 1993 by and between THE BOSTON COMPANY ADVISORS, INC., a Massachusetts
corporation ("Boston Advisors"), and NATIONS FUND TRUST, a Massachusetts
business trust, (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"):
and
WHEREAS, the Trust desires to retain Boston Advisors to render certain
fund accounting and related administrative services for the Trust's investment
portfolios listed on Schedule I (individually, a "Fund" and collectively, the
"Funds") to provide administrative services, and Boston Advisors is willing to
render such services; and
WHEREAS, the Trust is retaining pursuant to a separate Administration
Agreement, Stephens Inc. ("Stephens") to provide certain other administration
services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual convenants
herein contained, it is agreed between the parties hereto as follows
1. Appointment. The Trust hereby appoints Boston Advisors to act as
Co-Administrator of the Funds, and Boston Advisors hereby accepts such
appointment and agrees to render such services and duties set forth in Paragraph
3 for the compensation and on the terms herein provided. Absent written
notification to the contrary by either the Trust or Boston Advisors, each new
investment portfolio established in the future by the Trust shall automatically
become a "Fund" for all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. The Trust has furnished Boston Advisors with
copies properly certified or authenticated of each of the following:
(a) The Trust's most recent Post-Effective Amendment to its Registration
Statement on Form N-1A (the "Registration Statement") under the Securities Act
of 1933, as amended, and under the 1940 Act (File Nos. 2-97817 and 811-4305), as
filed with the Securities and Exchange Commission (the "SEC") on July 30, 1993
relating to the Funds' units or shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
<PAGE>
The Trust will furnish Boston Advisors from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide Boston Advisors with any other
documents that Boston Advisors may reasonably request and will notify Boston
Advisors as soon as possible of any matter materially affecting Boston Advisors'
performance of its services under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction of
the Board of Trustees of the Trust, Boston Advisors, as Co-Administrator, will
assist in supervising various aspects of the Trust's administrative operations
and undertakes to perform the following specific services, from and after the
effective date of this Agreement:
(a) Providing accounting and bookkeeping services (including the
maintenance for the periods prescribed by Rule 31a-2 under the 1940 Act of such
accounts, books and records of the Trust as may be required by Section 31 (a) of
the 1940 Act and the rules thereunder). Boston Advisors further agrees that all
such records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request;
(b) Providing the services of certain persons who may be appointed as
Treasurer or Assistant Treasurer of the Trust by the Trust's Board of Trustees;
(c) Valuing each Fund's assets and calculating the net asset value and the
net income of the shares of each Fund in accordance with the Trust's current
Prospectus(es) and resolutions of the Trust's Board of Trustees, provided, that
in performing such services, Boston Advisors shall obtain security market quotes
from independent pricing services, or if such quotes are unavailable, obtain
such prices from the Adviser;
(d) Accumulating information for reports to the Trust's shareholders of
record and the SEC including, but not necessarily limited to, Annual Reports and
Semi-Annual Reports to Shareholders and on Form NSAR and Notices pursuant to
Rule 24f-2 under the 1940 Act;
(e) Preparing and filing on a timely basis the Trust's tax returns and
other tax filings;
(f) On the basis of information provided by the Trust's investment adviser
to Boston Advisors, performing monthly compliance testing with regard to the
items specified on Annex A, attached hereto and incorporated herein;
(g) Preparing and furnishing the Trust with monthly broker security
transactions summaries and monthly security transaction listings and (at the
Trust's request) with 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:
and
(h) Assisting the Trust and its agents in their accumulation and
preparation of materials for Board of Trustees meetings and for regulatory
examinations and inspections of the Trust however only to the extent such
materials relate to the services being performed for the Trust by Boston
Advisors.
<PAGE>
In performing all services under this Agreement, Boston Advisors shall (a)
act in conformity with the Trust's Declaration of Trust and Code of Regulation;
the 1940 Act, the Investment Advisers Act of 1940 and other applicable laws, as
the same may be amended from time to time; and the Trust's Registration
Statement, as such Registration Statement may be amended from time to time, (b)
consult and coordinate with legal counsel for the Trust, as necessary and
appropriate, and (c) advise and report to the Trust and its legal counsel, as
necessary or appropriate, with respect to any compliance or other matters that
come to its attention.
In connection with its duties under this Paragraph 3, Boston Advisors may,
at its own expense, enter into sub co-administration agreements with other
service providers, provided that each such service provider agrees with Boston
Advisors to comply with all relevant provisions of the 1940 Act and applicable
rules and regulations thereunder. Boston Advisors will provide the Trust with a
copy of each sub co-administration agreement it executes relating to the Trust.
Boston Advisors will be liable for acts or omissions of any such sub
co-administrators under the standards of care provided herein under Paragraph 5.
In performing its services under this Agreement, Boston Advisors shall
cooperate and coordinate with Stephens as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for Stephens
to perform its responsibilities to the Trust
4. Compensation. Boston Advisors shall bear all expenses in connection
with the performance of its services under this Agreement, except those
enumerated in 4(b) below.
(a) Boston Advisors will from time to time employ or associate with itself
such person or persons as Boston Advisors may believe to be particularly suited
to assist it in performing services under this Agreement. Such person or persons
may be officers and employees who are employed by both Boston Advisors and the
Trust. The compensation of such person or persons shall be paid by Boston
Advisors and no obligation shall be incurred on behalf of the Trust in such
respect.
(b) Boston Advisors shall not be required to pay any of the following
expenses incurred by the Trust: investment advisory expenses; costs of printing
and mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage fees and commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Trustees of the Trust
who are not affiliated with Boston Advisors; outside auditing expenses; outside
legal expenses; fees of independent pricing services utilized by Boston Advisors
to value each Fund's assets; or other expenses not specified in this Section 4
which may be properly payable by the Trust and which are approved by the Trust's
President or Treasurer.
(c) For the services to be rendered, and expenses assumed by (i) Boston
Advisors under this Agreement and its Agreement with Nations Fund, Inc., and
(ii) Stephens under the Administration Agreements, with the Trust and with
Nations Fund, Inc., the Trust will pay to Stephens, for its services and as
agent for Boston Advisors, a monthly fee in accordance with the terms set forth
in the Fee Letter Agreement dated as of September 1, 1993 among the Trust,
Nations Fund, Inc., Boston Advisors and Stephens as the same may be amended from
time to time (the "Fee Letter Agreement") provided, however, that any amendments
to the Fee Letter Agreement shall be presented for approval or ratification by
the Trustees at the next regularly scheduled Board meeting.
<PAGE>
(d) The Trust will compensate Boston Advisors for its services rendered
pursuant to this Agreement in accordance with the fees set forth above. Such
fees do not include out-of-pocket disbursements by Boston Advisors for services
that are not specifically identified in Paragraph 3 above. Such out-of-pocket
disbursements may include, but are not limited to, costs associated with postage
(including overnight services), telephone, telecommunications (including
facsimiles), duplicating, pricing services and forms of supplies. Boston
Advisors shall not be obligated to incur any out-of-pocket disbursements for
services that are not specifically identified in Paragraph 3 above, unless
reasonably satisfactory arrangements for the payment of such expenses are agreed
to by the Company and Boston Advisors, prior to such expenses being incurred.
5. Limitation of Liability: Indemnification.
(a) Boston Advisors shall not be liable for any error of judgment or,
mistake of law or for any loss suffered by the Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from Boston Advisors' willful misfeasance, bad faith or gross
negligence in the performance of such obligations and duties, or by reason of
its reckless disregard thereof. Any person, even though also an officer,
Trustee, partner, employee or agent of Boston Advisors, shall be deemed, when
rendering services to the Trust or acting on any business of the Trust (other
than services or business in connection with Boston Advisors' duties as
Co-Administrator hereunder), to be acting solely for the Trust and not as an
officer, Trustee, partner, employee or agent or one under the control or
discretion of Boston Advisors even though paid by it.
(b) The Trust, on behalf of each Fund, will indemnify Boston Advisors
against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any claim,demand, action or suit relating to the particular Fund
and not resulting from the willful misfeasance, bad faith or gross negligence of
Boston Advisors in the performance of such obligations and duties or by reason
of its reckless disregard thereof. Boston Advisors will not confess any claim or
settle or make any compromise in any instance in which the Trust will be asked
to provide indemnification, except with the Trust's prior written consent. Any
amounts payable by the Trust under this Section 5(b) shall be satisfied only
against the assets of the Fund involved in the claim, demand, action or suit and
not against the assets of any other investment portfolio of the Trust.
<PAGE>
6. Termination of Agreement.
(a) This Agreement shall become effective September 1, 1993 and shall remain in
full force and effect unless terminated pursuant to the provisions of subsection
(b) of this Section 6.
(b) This Agreement may be terminated at any time without payment of any
penalty, upon 60 days' written notice, by vote of the holders of a majority of
the Board of Trustees of the Trust or by Boston Advisors. Boston Advisors will
cooperate with and assist the Trust, its agents and any successor administrator
or administrators in the substitution/conversion process.
(c) Section 8 shall survive this Agreement's termination.
7. Amendments. No provision of this Agreement may be changed, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the charge, discharge or termination is sought.
8. Confidentiality. All books, records, information and data pertaining to
the business of the Trust, its prior, present or potential shareholders and the
Adviser's customers that are exchanged or received pursuant to the performance
of Boston Advisors' duties under this Agreement shall remain confidential and
shall not be disclosed to any other person, except as specifically authorized by
the Trust or as may be required by law, and shall not be used for any purpose
other than performance of its responsibilities and duties hereunder.
9. Service to Other Companies or Accounts.
The Trust acknowledges that Boston Advisors now acts, will continue to act
and may act in the future as investment adviser to fiduciary and other managed
accounts, and as investment adviser, sub-investment adviser and/or administrator
to other investment companies or series of investment companies, and the Trust
has no objection to Boston Advisors' so acting. The Trust further acknowledges
that the persons employed by Boston Advisors to assist in the performance of
Boston Advisors' 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 Boston Advisors or any affiliate of Boston Advisors to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
10. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or Boston Advisors shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Trust:
Nations Fund Trust
111 Center Street
Little Rock, Arkansas 72201
Attention: Secretary
<PAGE>
To Boston Advisors:
The Boston Company Advisors, Inc.
One Exchange Place, 025-004B
Boston, MA 02109
Attention: Patricia L. Bickimer, Esq.
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement and the Fee Letter Agreement constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
(g) The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
Officers, representatives or agents are made not individually but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with a Fund's Shares of the Trust must look solely to the Trust Property
belonging to such Fund's Shares for the enforcement of any claims against the
Trust.
<PAGE>
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 BOSTON COMPANY ADVISORS, INC.
By: /s/ Peter H. Gallary
---------------------
Name: Peter H. Gallary
Title: President of The Boston Company Advisors, Inc.
NATIONS FUND TRUST
By: /s/ A. Max Walker
---------------------
Name: A. Max Walker
Title: President and Chairman of the
Board
<PAGE>
ANNEX A
Boston Advisors shall perform the following compliance tests on a monthly
basis (based only on information received from the Trust's investment adviser,
the accuracy of which will not be independently verified by Boston Advisors):
1. The following tests derived from Sub-Chapter M of the Internal Revenue
Code of 1986, as amended:
(a) 90% gross income test;
(b) 30% short-three test; and
(c) asset diversification test.
2. The following tests derived from the Investment Company Act of 1 940,
as amended:
(a) Asset diversification tests for both money market funds and non-money
market funds.
<PAGE>
SCHEDULE I
Nations Government Money Market Fund
Nations Tax Exempt Fund
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Equity Index Fund
Nations Balanced Assets Fund
Nations Short-intermediate Government Fund
Nations Managed Bond Fund
Nations Short-Term Income Fund
Nations Short-Term Municipal Income Fund
Nations Diversified Income Fund
Nations Strategic Fixed Income Fund
Nations Adjustable Rate Government Fund
Nations Mortgage-Backed Securities Fund
Nations Municipal Income Fund
Nations Intermediate Municipal Bond Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
EX-99.B9(d)
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.
1
<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:
(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;
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(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: ______________________
Title: _____________________
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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.
3
<PAGE>
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%
- ----------------------------------------------------------------------
Article 1 _________________________
*Represents the percentage of calss answered within 20 seconds.
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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%
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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.
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<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 Equity Fund
5. Nations Capital Growth Fund
6. Nations Emerging Growth Fund
7. Nations Equity Index Fund
8. Nations Managed Index Fund
9. Nations Managed SmallCap Index Fund
10. Nations Managed Value Index Fund
11. Nations Managed SmallCap Value Index Fund
12. Nations Disciplined Equity Fund
13. Nations Marsico Focused Equities Fund
14. Nations Marsico Growth & Income Fund
15. Nations Balanced Assets Fund
16. Nations Short-Intermediate Government Fund
17. Nations Short-Term Income Fund
18. Nations Diversified Income Fund
19. Nations Strategic Fixed Income Fund
20. Nations Municipal Income Fund
21. Nations Short-Term Municipal Income Fund
22. Nations Intermediate Municipal Bond Fund
23. Nations Florida Intermediate Municipal Bond Fund
24. Nations Florida Municipal Bond Fund
25. Nations Georgia Intermediate Municipal Bond Fund
26. Nations Georgia Municipal Bond Fund
27. Nations Kansas Intermediate Municipal Bond Fund
28. Nations Maryland Intermediate Municipal Bond Fund
29. Nations Maryland Municipal Bond Fund
30. Nations North Carolina Intermediate Municipal Bond Fund
31. Nations North Carolina Municipal Bond Fund
32. Nations South Carolina Intermediate Municipal Bond Fund
33. Nations South Carolina Municipal Bond Fund
34. Nations Tennessee Intermediate Municipal Bond Fund
35. Nations Tennessee Municipal Bond Fund
36. Nations Texas Intermediate Municipal Bond Fund
37. Nations Texas Municipal Bond Fund
38. Nations Virginia Intermediate Municipal Bond Fund
39. Nations Virginia Municipal Bond Fund
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Nations Fund, Inc.:
40. Nations Prime Fund
41. Nations Treasury Fund
42. Nations Equity Income Fund
43. Nations Small Company Growth Fund
44. Nations Government Securities Fund
45. Nations U.S. Government Bond Fund
46. Nations International Equity Fund
47. Nations International Growth Fund
48. Nations International Value Fund
Nations Fund Portfolios, Inc.:
49. Nations Emerging Markets Fund
50. Nations Pacific Growth Fund
51. Nations Global Government Income Fund
Nations Institutional Reserves:
52. Nations Cash Reserves
53. Nations Treasury Reserves
54. Nations Government Reserves
55. Nations Municipal Reserves
56. Nations Money Market Reserves
Article 31 Nations Annuity Trust:
57. Nations Value Portfolio
58. Nations International Growth Portfolio
59. Nations Disciplined Equity Portfolio
60. Nations Marsico Focused Equities Portfolio
61. Nations Marsico Growth & Income Portfolio
62. Nations Managed Index Portfolio
63. Nations Managed SmallCap Index Portfolio
64. Nations Balanced Assets Portfolio
Closed End Funds:
65. Nations Balanced Target Maturity Fund
66. Nations Government Income Term Trust 2003, Inc.
67. Nations Government Income Term Trust 2004, Inc.
Amended: October 15, 1998
June 4, 1997
October 30, 1997
December 9, 1997
February 4, 1998
2
TRANSFER AGENCY AGREEMENT
Agreement made as of the 25th day of April, 1992, between Nations Fund
(formerly MarketMaster Trust), a Massachusetts business trust (the "Trust"), on
behalf Trust A Shares and Trust B Shares (collectively, the "Trust Shares") of
Nations Money Market Fund, Nations Government Fund, Nations Tax Exempt Fund,
Nations Value Fund, Nations Income Equity Fund, Nations Short- Intermediate
Government Fund, Nations Managed Bond Fund, Nations Municipal Income Fund,
Nations Georgia Municipal Bond Fund, Nations Maryland Municipal Bond Fund,
Nations South Carolina Municipal Bond Fund, and Nations Virginia Municipal Bond
Fund (the "Funds"), having a principal office and place of business at Bellevue
Park Corporate Center, 103 Bellevue Parkway, Wilmington, Delaware 19809, and
NationsBank of Texas, N.A., a national banking association, having its principal
office and place of business at 901 Main Street, Dallas, Texas 75202
(hereinafter referred to as the "Transfer Agent").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the following meanings:
1. "Approved Institution" shall mean an entity so named in a Certificate.
From time to time the Trust may amend a previously delivered Certificate by
delivering to the Transfer Agent a Certificate naming an additional entity or
deleting any entity named in a previously delivered Certificate.
2. The "Board of Trustees" shall mean the Board of Trustees of the Trust.
3. "Certificate" shall mean any notice, instruction, or other instrument
in writing, authorized or required by this Agreement to be given to the Transfer
Agent by the Trust which is signed by any Officer, as hereinafter defined, and
actually received by the Transfer Agent.
4. "Custodian" shall mean the financial institutions appointed as
custodian under the terms and conditions of the Custody Agreement between the
financial institution and the Trust, a Portfolio, or its successor(s).
5. "Trust" shall mean the Trust Shares of the Trust, and all the
portfolios thereunder including Nations Money Market Fund, Nations Government
Fund, Nations Tax Exempt Fund, Nations Value Fund, Nations Income Equity Fund,
Nations Short-Intermediate Government Fund, Nations Managed Bond Fund, Nations
Municipal
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<PAGE>
Income Fund, Nations Georgia Municipal Bond Fund, Nations Maryland Municipal
Bond Fund, Nations South Carolina Municipal Bond Fund, and Nations Virginia
Municipal Bond Fund.
6. "Trust Business Day" shall be deemed as is set forth in the Trust
Prospectus.
7. "Officer" shall be deemed to be the Trust's Chairman of the Board, the
Trust's President, and any Vice President of the Trust, the Trust's Secretary,
the Trust's Treasurer, the Trust's Controller, any Assistant Controller of the
Trust, any Assistant Treasurer of the Trust, and any other person duly
authorized by the Board of Trustees of the Trust to execute any Certificate,
instruction, notice or other instrument on behalf of the Fund and named in the
Certificate, as such Certificate may be amended from time to time, and any
person reasonably believed by the Transfer Agent to be such a person.
8. "Prospectus" shall mean the Trust's then effective prospectus and
statement of additional information delivered to the Transfer Agent by the Trust
that has been filed with the Securities and Exchange Commission under the
Federal Securities Act of 1933.
9. "Shares" shall mean all or any part of each Trust Shares class of the
shares of common stocks of the Trust or Portfolio listed in the Certificate, as
may be amended from time to time, which are authorized and/or issued by the
Trust.
10. "Transfer Agent" shall mean NationsBank of Texas N.A., as transfer
agent and dividend disbursing agent under the terms and conditions of this
Agreement, its permitted successor(s) or assign(s).
11. "Out-of-Pocket Expenses" means amounts reasonably necessary and
actually paid to third parties by Transfer Agent in the provision of Transfer
Agent services or not specifically stated in this agreement or the attached
Schedule 1.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Trust hereby constitutes and appoints the Transfer Agent as
transfer agent of the Shares of the Trust as indicated above and as dividend
disbursing agent for such shares during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as transfer agent and
dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth.
3. In connection with such appointment, the Trust upon the request of the
Transfer Agent, shall deliver the following documents to the Transfer Agent:
(i) A copy of the Trust's Declaration of Trust and all amendments
thereto certified by the Secretary of the Trust;
2
<PAGE>
(ii) A copy of the Code of Regulations of the Trust certified by the
Secretary of the Trust;
(iii) A copy of a resolution of the Board of Trustees of the Trust
certified by the Secretary of the Trust appointing the Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Trust specifying:
the number of authorized Shares, the number of such authorized Shares issued,
the number of such authorized Shares issued and currently outstanding, the names
and specimen signatures of the Officers of the Trust; and the name and address
of the legal counsel for the Trust;
(v) Copies of the Trust's Registration Statement, as amended to
date, and the most recently filed Post-Effective Amendment thereto, filed by the
Trust with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and under the Investment Trust Act of 1940, as amended,
together with any applications filed in connection therewith; and
(vi) Opinion of counsel for the Trust with respect to the validity
of the authorized and outstanding Shares, whether such Shares are fully paid and
non-assessable and the status of such Shares under the Securities Act of 1933,
as amended, and any other applicable federal law or regulation (i.e., if subject
to registration, that they have been registered and that the Registration
Statement has become effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Trust shall deliver to the Transfer Agent the following documents
on or before the effective date of any creation of a new class of shares and/or
a new investment portfolio of the Trust.
(a) A certified copy of the amendment to the Trust's Declaration of
Trust giving effect to such creation;
(b) An opinion of counsel for the Trust with respect to the validity of
the Shares of the Trust and the status of such Shares (to be issued as a new
class and/or new series) under the Securities Act of 1933, as amended, and any
other applicable Federal law or regulation (i.e., if subject to registration,
that they have been registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefor); and
(c) If the appointment of the Transfer Agent was theretofore expressly
limited, a certified copy of a resolution of the Board of Trustees of the Trust
increasing the authority of the Transfer Agent.
3
<PAGE>
2. Prior to the issuance of any additional Shares of the Trust pursuant to
share dividends or share splits, etc., and prior to any reduction in the number
of shares outstanding, the Trust shall deliver the following documents to the
Transfer Agent:
(a) A certified copy of the resolution(s) adopted by the Board of
Trustees of the Trust and/or the shareholders of the Trust authorizing such
issuance of additional Shares of the Trust or such reduction, as the case may
be; and
(b) An opinion of counsel for the Trust with respect to the validity of
the Shares of the Trust and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable federal law of regulation (i.e.,
if subject to registration, that they have been registered and that the
Registration Statement has become effective, or, if exempt, the specific grounds
therefor).
ARTICLE IV
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
1. The Transfer Agent shall accept with respect to each Trust Business
Day, at such times as are agreed upon from time to time by the Transfer Agent
and the Trust, each (i) purchase order received from a purchaser, or
shareholder, whether or not an Approved Institution, and (ii) redemption request
either received from a shareholder, whether or not an Approved Institution, or
contained in a Certificate, provided, that (A) such purchase order or redemption
request, as the case may be, is reasonably believed by the Transfer Agent to be
in conformity with the Trust's purchase and redemption procedures described in
the Prospectus, and (B) the Transfer Agent has agreed to accept and act in
accordance with such type of purchase order or redemption request, as the case
may be.
2. On each Trust Business Day the Transfer Agent shall, as of the time at
which the Trust computes the net asset value of the Trust, issue to and redeem
from the accounts specified in a purchase order or redemption request, which in
accordance with the Prospectus is effective on such Trust Business Day, the
appropriate number of full and fractional Shares based on the net asset value
per Share of such Trust specified in an advice received on such Trust Business
Day from the Trust.
3. In connection with a reinvestment of a dividend or distribution on
Shares of the Trust, the Transfer Agent shall as of each Trust Business Day, as
specified in a Certificate or resolution described in paragraph 1 of succeeding
Article VI, issue Shares of the Trust based on the net asset value per Share of
such Trust specified in an advice received from the Trust on such Trust Business
Day.
4. On each Trust Business Day the Transfer Agent shall supply the Trust
and the Custodian with a statement, specifying with respect to the immediately
preceding Trust Business Day the total number of Shares of the Trust (including
fractional Shares) issued and outstanding at the opening of business on such
day; the total number of Shares of the Trust sold on such day, pursuant to
preceding paragraph 2 of this Article; the total number of Shares of the Trust
redeemed for Shareholders by the Transfer Agent on such
4
<PAGE>
day; the total number of Shares of the Trust, if any, sold on such day pursuant
to preceding paragraph 3 of this Article, and the total number of Shares of the
Trust issued and outstanding. On the same day such statement is received by the
Trust, the Trust shall confirm the information contained therein be delivering
to the Transfer Agent a Certificate with respect to the same.
5. As of each Trust Business Day the Transfer Agent shall furnish the
Custodian with an advice setting forth the number and dollar amount of Shares to
be redeemed on such Trust Business Day in accordance with paragraph 2 of this
Article.
6. Upon receipt of a proper redemption request and moneys paid to it by
the Custodian in connection with a redemption of Shares, the Transfer Agent
shall cancel the redeemed Shares and after making appropriate deduction for any
withholding of taxes required of it by applicable law in the case of a
redemption of Shares pursuant to a redemption described in preceding paragraph 1
of this Article, make payment in accordance with the Trust's redemption and
payment procedures described in the Prospectus.
7. The Transfer Agent shall not be required to issue any Shares after it
has received from an Officer of the Trust or from an appropriate federal or
state authority written notification that the sale of Shares has been suspended
or discontinued, and the Transfer Agent shall be entitled to rely upon such
written notification.
8. Upon the issuance of any Shares in accordance with this Agreement the
Transfer Agent shall not be responsible for the payment of any original issue or
other taxes required to be paid by the Trust in connection with such issuance of
any Shares.
9. (a) Except as otherwise provided in sub-paragraph (b) of this paragraph
and in paragraph 10 of this Article, Shares will be transferred or redeemed upon
presentation to the Transfer Agent of instructions for transfer or redemption,
accompanied by such documents as the Transfer Agent deems necessary to evidence
the authority of the person making such transfer or redemption, and bearing
satisfactory evidence of the payment of share transfer taxes. The Transfer Agent
reserves the right to refuse to transfer or redeem Shares until it is satisfied
that instructions are valid and genuine. The Transfer Agent also reserves the
right to refuse to transfer or redeem Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers redemptions which
the Transfer Agent in its judgment, deems improper or unauthorized, or until it
is satisfied that there is no basis to any claims adverse to such transfer or
redemption. The Transfer Agent may, in effecting transfers and redemptions of
Shares, rely upon those provisions of the Uniform Commercial Code, as the same
may be amended from time to time, applicable to the transfer of securities, and
the Trust shall indemnify the Transfer Agent for any act done or omitted by it
in good faith in reliance upon such laws.
(b) Notwithstanding the foregoing or any other provision contained in
this Agreement to the contrary, the Transfer Agent shall be fully protected by
the Trust in not requiring any instruments, documents, assurances, endorsements
or guarantees,
5
<PAGE>
including, without limitation, any signature guarantees, in connection with a
redemption, or transfer, of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with the transfer and
redemption procedures as described in the Prospectus.
10. Notwithstanding any provision contained in this Agreement to the
contrary, the Transfer Agent shall not be required or expected to require, as a
condition to any transfer of any Shares pursuant to paragraph 10 of this
Article, evidence of the authority of the person requesting the transfer or
redemption and/or the payment of any stock transfer taxes, and shall be fully
protected in acting in accordance with the applicable provisions of this
Article.
ARTICLE V
DIVIDENDS AND DISTRIBUTIONS
1. The Trust shall furnish to the Transfer Agent a copy of a resolution of
the Trust's Board of Trustees, certified by the Secretary or any Assistant
Secretary, authorizing the declaration of dividends and distributions on a daily
or other periodic basis and authorizing the Transfer Agent to rely on such
Certificate.
2. Upon the payment date specified in such Certificate or resolution, as
the case may be, the Trust shall, in the case of a cash dividend or
distribution, cause the Custodian to pay to the Transfer Agent an amount of
cash, if any, sufficient for the Transfer Agent to make the payment, if any,
specified in such Certificate or resolution, as the case may be, to the
shareholders of record as of such payment date. The Transfer Agent will upon
receipt of any such cash, make payment of such cash dividends or distributions
to the Shareholders of record as of the record date by: (i) mailing a check,
payable to the registered shareholder, to the address of record or dividend
mailing address, or (ii) wiring such amounts to the accounts previously
designated by an Approved Institution, as the case may be. The Transfer Agent
shall not be liable for any improper payments made in accordance with a
Certificate or resolution described in the preceding paragraph. If the Transfer
Agent shall not receive from the Custodian sufficient cash to make payments of
any cash dividend or distribution to all shareholders of the Trust as of the
record ate, the Transfer Agent shall, upon notifying the Trust, withhold payment
to all shareholders of record as of the record date until sufficient cash is
provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no way be responsible
for the determination of the rate or form of dividends or capital gain
distribution to the shareholders. It is expressly agreed and understood that the
Transfer Agent is not liable for any loss as a result of processing a
distribution based on information provided in the Certificate that is incorrect.
The Trust agrees to pay the Transfer Agent for any and all costs, both direct
and out-of-pocket expenses, reasonably incurred in such corrective work as
necessary to remedy such error.
6
<PAGE>
4. It is understood that the Transfer Agent shall file such appropriate
information returns concerning the payment of dividends and capital gain
distributions with the proper federal, state and local authorities as are
required by law to be filed by the Trust but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent, required by applicable law.
ARTICLE VI
CONCERNING THE TRUST
1. The Trust represents to the Transfer Agent that:
(a) It is a business trust duly organized and existing under the laws
of The Commonwealth of Massachusetts.
(b) It is empowered under applicable laws and by its Declaration of
Trust and Code of Regulations to enter into and perform this Agreement.
(c) All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement.
(d) It is an investment company registered under the Investment Company
Act of 1940, as amended.
(e) A registration statement under the Securities Act of 1933, as
amended, with respect to the Shares is effective. The Trust shall notify the
Transfer Agent if such registration statement or any state securities
registration has been terminated or a stop order has been entered with respect
to the Shares.
2. Each copy of the Trust's Declaration of Trust and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of organization, and if such Declaration of
Trust and/or amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing shall be filed with
a certified copy submitted to the Transfer Agent. Each copy of the Code of
Regulations and copies of all amendments thereto, and copies of resolutions of
the Board of Trustees of the Trust, shall be certified by the Secretary of the
Trust under seal.
3. The Trust shall promptly deliver to the Transfer Agent written notice
of any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Transfer Agent may issue such Shares certificates of the Trust
notwithstanding such death, resignation or removal, and the Trust shall promptly
deliver to the Transfer Agent such approval, adoption or ratification as may be
required by law.
7
<PAGE>
4. It shall be the sole responsibility of the Trust to deliver to the
Transfer Agent the Trust's currently effective Prospectus and, for purposes of
this Agreement, the Transfer Agent shall not be deemed to have notice of any
information contained in such Prospectus until it is actually received by the
Transfer Agent.
ARTICLE VII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Trust that:
(a) It is a national banking association duly organized and existing
under the laws of the United States of America.
(b) It is empowered under applicable law and by its Charter and By-Laws
to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected in
acting upon any writing or document reasonably believed by it to be genuine and
to have been signed or made by the proper person or persons and shall not be
held to have any notice of any change of authority of any person until receipt
of written notice thereof from the Trust or such person.
3. The Transfer Agent may, with the written consent of the Trust, employ
agents or attorneys in fact to provide non-essential services at the expense of
the Trust, and shall not be liable for any reasonable loss or expense arising
out of, or in connection with, the actions or omissions to act of its agents or
attorneys-in-fact so long as the Transfer Agent acts in good faith and without
negligence or willful misconduct in connection with the selection of such agents
or attorneys-in-fact.
4. The Transfer Agent shall keep such records in the form and manner, and
for such period, as it may deem advisable but not inconsistent with the rules
and regulations of appropriate government authorities in particular Rules 31a-7
and 31a-3 under the Investment Company Act of 1940, as amended. The Transfer
Agent may deliver to the Trust from time to time at its discretion, for
safekeeping or disposition by the fund in accordance with law, such records,
papers or other documents accumulated in the execution of its duties as such
Transfer Agent, as the Transfer Agent may deem expedient, other than those which
the Transfer Agent is itself required to maintain pursuant to applicable laws
and regulations. The Trust shall assume all responsibility for any failure
thereafter to produce any record, paper or other document so returned, if and
when required. The records specified in Schedule 1 hereto maintained by the
Transfer Agent pursuant to this paragraph 4, shall be considered to be the
property of the fund,
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<PAGE>
shall be made available upon request for inspections by the officers, employees,
and auditors of the Trust, and records shall be delivered to the fund upon
request and in any event upon the date of termination of this Agreement, as
specified in Article VIII of this Agreement, in the form and manner kept by the
Transfer Agent on such date of termination or such earlier date as may be
requested by the Trust.
5. The Transfer Agent shall not be liable for any loss or damage,
including counsel fees, resulting from its actions or omissions to act or
otherwise, except for any loss or damage arising out of its bad faith,
negligence or willful misconduct.
6. The Trust shall indemnify and exonerate, save and hold harmless the
Transfer Agent from and against any and all claims (whether with or without
basis in fact or law), demands, expenses (including reasonable attorney's fees)
and liabilities of any and every nature which the Transfer Agent may sustain or
incur or which may be asserted against the Transfer Agent by any person by
reason of or as a result of any action taken or omitted to be taken by the
Transfer Agent in good faith and without negligence or willful misconduct or in
reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii)
any instrument or order reasonably believed by it to be genuine and to be
signed, countersigned or executed by any duly authorized Officer of the Trust;
(iv) any Certificate or other instrument of an Officer; or (v) any opinion of
legal counsel for the Trust or the Transfer Agent. The Trust shall indemnify and
exonerate, save and hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law), demands, expenses
(including reasonable attorney's fees) and liabilities of any and every nature
which the Transfer Agent may sustain or incur or which may be asserted against
the Transfer Agent by any person by reason of or as a result of any action taken
or omitted to be taken by the Transfer Agent in good faith in connection with
its appointment or in reliance upon any law, act, regulation or any
interpretation of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
7. Specifically, but not by way of limitation, the Trust shall indemnify
and exonerate, save and hold the Transfer Agent harmless from and against any
and all claims (whether with or without basis in fact or law), demands, expenses
(including reasonable attorney's fees) and liabilities of any and every nature
which the Transfer Agent may sustain or incur or which may be asserted against
the Transfer Agent by any person in connection with the genuineness of a Share
certificate, the Transfer Agent's capacity and authorization to issue Shares and
the form and amount of authorized Shares.
8. The Transfer Agent shall not be liable to the Trust with respect to any
redemption check on which the signature of the drawer is forged and which the
Trust's Custodian or Cash Management bank has advised the Transfer Agent to
honor the redemption.
9. There shall be excluded from the calculation of the service levels and
from the consideration of whether the Transfer Agent has been negligent or has
breached this Agreement, any period of time, and only such period of time,
during which the Transfer Agent's performance is materially affected, by reason
of circumstances beyond its control
9
<PAGE>
(collectively, "Causes"), including, without limitation (except as provided
below), (a) mechanical breakdowns of equipment (including any alternative power
supply and operating systems software), flood or catastrophe, acts of God,
failures of transportation communication or power supply, strikes, lockouts,
work stoppages or other similar circumstances. The Transfer Agent shall not be
responsible for delays or failures to supply any services where such delays or
failures are caused by the delays or failures of the Trust to supply necessary
instructions, approvals or information in the time periods agreed upon and all
service levels shall again be measured from the date of the receipt by the
Transfer Agent of any necessary instructions, approvals or informations. There
shall not be included within the definition of causes any failure of equipment
or services occasioned by any software defect or problem, with the exception of
defects or problems in operation system software.
10. At any time the Transfer Agent may apply to an Officer of the Trust
for written instructions with respect to any matter arising in connection with
the Transfer Agent's duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or permitted by it in
good faith in accordance with such written instructions. Such application by the
Transfer Agent for written instruction from an Officer of the Trust may set
forth in writing any action proposed to be taken or omitted by the Transfer
Agent with respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The Transfer Agent shall
not be liable for any action taken or omitted in accordance with a proposal
included in any such application on or after the date specified therein unless,
prior to taking or omitting any such action, the Transfer Agent has received
written instructions in response to such application specifying the action to be
taken or omitted. The Transfer Agent may consult counsel to the Trust, or upon
prior written notice to the Trust, its own counsel, and the Trust shall
reimburse the Transfer Agent for reasonable attorney's fees incurred in
connection with such consultation. The Transfer Agent shall be fully protected
with respect to anything done or omitted by it in good faith in accordance with
the advice or opinion of counsel to the Trust or its own counsel.
11. The Transfer Agent will supply shareholder lists to the Trust upon
receiving a request therefor from an Officer of the Trust.
12. In case of any requests or demands for the inspection of the
shareholder records of the Trust, the Transfer Agent will endeavor to notify the
Trust and to secure instructions from an Officer as to such inspection the
Transfer Agent reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel that there is a
reasonable likelihood that the Transfer Agent will be held liable for the
failure to exhibit the shareholder records to such person; provided, however,
that in connection with any such disclosure the Transfer Agent shall promptly
notify the Trust that such disclosure has been made or is to be made.
13. At the request of an Officer the Transfer Agent will address and mail
such appropriate notices to shareholders as the Trust may direct.
10
<PAGE>
14. 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:
(a) The legality of the issue or sale of any Shares, the sufficiency of
the amount to be received therefor, or the authority of the Approved Institution
or of the Trust, as the case may be, to request such sale or issuance;
(b) The legality of a Transfer of Shares, or of a redemption of any
Shares, the propriety of the amount to be paid therefor, or the authority of the
Approved Institution or of the Trust, as the case may be, to request such
transfer or redemption;
(c) The legality of the declaration of any dividend by the Trust or the
legality of the issue of any Shares in payment of any Share dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
15. The Transfer Agent shall be entitled to receive and the Trust hereby
agrees to pay to the Transfer Agent for its performance hereunder, including its
performance of the duties and functions set forth in Schedule 1 hereto, (i) its
reasonable out-of-pocket expenses (including reasonable legal expenses and
attorney's fees) incurred in connection with this Agreement and its performance
hereunder and (ii) such compensation as may be agreed upon in writing from time
to time by the Transfer Agent to the Trust.
16. The Transfer Agent shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, as the same may be amended from time to time, and no covenant or
obligation shall be implied in this Agreement against the Transfer Agent.
17. Purchase and Prices of Services.
(a) The Trust will compensate the Transfer Agent for, and Transfer
Agent will provide, beginning on the execution date of this agreement and
continuing until the termination of this agreement as provided herein after, the
Services set forth in Schedule 1.
(b) The current unit prices for the Services are set forth in Schedule
1 (the "Schedule 1 Prices"). At least ninety (90) days prior to the end of each
calendar year Transfer Agent may negotiate with Trust or Trust may negotiate
with Transfer Agent, to adjust the Schedule 1 Prices for services to be
performed in the following calendar year. Any increases in prices or one-time
charges due to changes in the legal or regulatory requirements will be subject
to the approval of the Board of Trustees, which approval shall not be
unreasonably withheld.
11
<PAGE>
18. Billing and Payment.
(a) The Transfer Agent shall bill the Trust monthly in arrears for
Accounts maintained and for any Out-of-Pocket Expenses incurred by the Transfer
Agent.
(b) The Trust shall pay the Transfer Agent within thirty (30) days of
the date of the bill.
ARTICLE VIII
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Trust, it shall be accompanied by a copy of a
resolution of the board of Trustees of the Trust, certified by the Secretary or
any Assistant Secretary, electing to terminate this Agreement and designating
the successor transfer agent or transfer agents. In the event such notice is
given by the Transfer Agent, the Trust shall, on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board of Trustees
certified by the Secretary or any Assistant Secretary designating a successor
transfer agent. If the Trust fails to designate successor transfer agent and if
the Transfer Agent is unable to find a successor transfer agent, the Trust
shall, upon the date specified in the notice of termination of this Agreement
and delivery of the records maintained hereunder, be deemed to be its own
transfer agent and the Transfer Agent shall thereby be relieved of all duties
and responsibilities pursuant to this Agreement.
ARTICLE IX
MISCELLANEOUS
1. The Trust agrees that prior to effecting any change in the Prospectus
which would increase or alter the duties and obligations of the Transfer Agent
hereunder, it shall advise the Transfer Agent of such proposed change at least
30 days prior to the intended date of the same, and shall proceed with such a
change only if it shall have received the written consent of the Transfer Agent
thereto, which shall not be unreasonably withheld.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust or Trust shall be sufficiently given if
addressed to the Trust and mailed or delivered to it at its office at the
address first above written, or at such other place as the Trust or Trust may
from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Transfer Agent shall be sufficiently given if
addressed to the Transfer Agent and mailed or delivered to it at its office at
1401 Elm Street, 11th
12
<PAGE>
Floor, Dallas, Texas 75202 or at such place as the Transfer Agent may from time
to time designate in writing.
4. This Agreement may not be amended or modified in any manner except by a
written agreement by both parties with the formality of this Agreement.
5. 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 by either party without the written
consent of the other party.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas.
7. 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.
8. The provisions of this Agreement are intended to benefit only the
Transfer Agent, the Trust and the Trust, and no rights shall be granted to any
other person by virtue of this Agreement.
9. (a) The Transfer Agent is the successor to Provident Financial
Processing Corporation as Transfer Agent to the Trust. The Transfer Agent shall
not be liable or responsible and shall be indemnified as provided in Section VII
herein for any losses, claims, or damages arising from any inaccuracy of the
records provided to the Transfer Agent at the time of conversion.
(b) The Transfer Agent will endeavor to assist in resolving shareholder
inquiries and errors relating to the period during which Provident Financial
Processing Corporation acted as Transfer Agent. Any such inquiries or errors
which cannot be expediently resolved by Transfer Agent will be referred to the
Trust.
(c) In the event Share records are presented to the Transfer Agent
which are in conflict with records provided to the Transfer Agent by Provident
Financial Processing Corporation at the time of conversion, the Transfer Agent
will notify the Trust and Provident Financial Processing Corporation.
(d) The Transfer Agent shall not be responsible for the safekeeping and
maintenance of transfer agency records, canceled certificates and correspondence
of the Trust generated prior to the time of conversion including, but not
limited to, shareholder inquiry, regulatory compliance and audits.
10. The obligations of this Agreement are not binding upon any of the
Trustees or shareholders of the Trust individually but are binding only upon the
Trust. It is further understood and agreed that the Transfer Agent shall look
solely to the assets and property of a particular class of a Trust with respect
to the enforcement of any claim with respect to that class.
13
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
NATIONSBANK OF TEXAS, N.A. NATIONS FUND
By: /s/ Joseph Brady By: /s/ Patricia L. Bickimer
------------------------------- -----------------------------
(Signature) (Signature)
Joseph T. Brady Patricia L. Bickimer
------------------------------- -----------------------------
(Name Typed) (Name Typed)
Vice President Secretary
------------------------------- -----------------------------
(Title) (Title)
4/21/92 4/20/92
------------------------------- -----------------------------
(Date) (Date)
<PAGE>
SCHEDULE 1
Transfer Agency Services
- ------------------------
In regards to your request for NationsBank Support Services to provide transfer
agency services for the Nations family fund (the "Nations Fund Family")
consisting of investment portfolios of Nations Fund (formerly MarketMaster
Trust) and Hatteras Funds, Inc. d/b/a Nations Fund Portfolios, we would like to
propose the following:
o Annual charge of $100,000 for up to 15 investment portfolios.
o Each additional investment portfolio would be added at an annual
cost of $6,500.
o Out of pocket expenses such as mailings, ad hoc reports, telephone
expenses, statement stationary, etc. will be borne by the Nations
Fund Family.
o Total shareholder base of 200 shareholders accounts.
o Each additional shareholder account over 200 would incur an annual
charge of $200.00.
The services that NationsBank Support Services would provide are as follows:
o Maintaining all Trust A and Trust B Shares shareholder information
and records.
o Responding to all Trust A and Trust B Shares shareholder inquiries.
o Processing of Trust A and Trust B Shares shareholder trades.
o Providing telephone staff from 8:00 a.m. CST to 4:30 p.m. CST to
answer shareholder calls (during NYSE days of business).
o Providing necessary tax reporting for shareholder accounts as
needed.
o Providing Blue Sky reports on request.
o Preparing and mailing daily trade confirmations.
o Preparing and mailing monthly statements.
o Assisting with implementation and conversion.
o Processing dividends for reinvestment or cash distribution.
o Providing necessary daily reports to Nations Fund Family's
Administrator.
EX-99.B9(f)
Amendment No. 1 to the
Transfer Agency Agreement
This Amendment is made this 28th day of September, 1992 to the Transfer
Agency and Registrar Agreement between Nations Fund Trust (formerly Nations
Fund, which in turn was formerly MarketMaster Trust) (the "Trust") and
NationsBank of Texas, N.A., a national banking association (the "Transfer
Agent") dated as of April 25, 1992 (the "Agreement").
WHEREAS, the Agreement provides for the Transfer Agent to act as transfer
agent and dividend disbursing agent for Trust Shares (as defined) of twelve
portfolios of the Trust; and
WHEREAS, the Trust desires that the Transfer Agent serve in such
capacities with respect to eleven additional portfolios of the Trust, and the
Transfer Agent is willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints and constitutes the Transfer Agent as
transfer agent and dividend disbursing agent for Trust shares of the additional
portfolios referred to below, and the Transfer Agent accepts such appointments
and agrees to perform the duties set forth in the Agreement with respect to the
additional portfolios which are as follows: Nations Balanced Assets Fund,
Nations Short-Term Income Fund, Nations Diversified Income Fund, Nations Capital
Growth Fund, Nations Emerging Growth Fund, Nations Adjustable Rate Mortgage
Fund, Nations Strategic Fixed Income Fund, Nations Mortgage-Backed Securities
Fund, Nations North Carolina Municipal Bond Fund, Nations Florida Municipal Bond
Fund and Nations Texas Municipal Bond Fund.
2. The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with a Fund's Trust Shares must look solely to the Trust Property belonging to
such Fund's Trust Shares for the enforcement of any claims against the Trust.
3. There is substituted for Schedule I to the Agreement the Schedule I
attached hereto.
In all other respects the Agreement is confirmed.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
NationsBanks of Texas, N.A. Nations Fund Trust
(formerly Nations Fund, which in turn
was formerly MarketMaster Trust)
By: /s/ Joseph T. Brady By: /s/ Thomas S. Word
---------------------- -------------------------
(Signature) Thomas S. Word, Jr.
President, Treasurer and
Chairman of the Board
Joseph T. Brady 9/28/92
- ---------------- ---------
(Name Typed) (Date)
Vice President, Support Services
- --------------------------------
(Title)
9/28/92
- -------
(Date)
2
<PAGE>
Schedule I
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Balanced Assets Fund
Nations Short-Term Income Fund
Nations Diversified Income Fund
Nations Strategic Fixed Income Fund
Nations Adjustable Rate Mortgage Fund
Nations Mortgage Backed-Securities Fund
Nations Florida Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
3
EX-99.B9(g)
Amendment No. 2 to the
Transfer Agency Agreement
This Amendment is made as of this 3rd day of February, 1993, to the
Transfer Agency Agreement between Nations Fund Trust (the "Trust") and
NationsBank of Texas, N.A. (the "Transfer Agent") dated as of April 25, 1992, as
amended (the "Agreement").
WHEREAS, the Agreement provides for the Transfer Agent to act as transfer
agent, registrar and dividend disbursing agent for the Trust Shares (as therein
defined) of twenty-one portfolios of the Trust; and
WHEREAS, the Trust desires that the Transfer Agent serve in such
capacities with respect to two additional portfolios of the Trust, and the
Transfer Agent is willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints and constitutes the Transfer Agent as
transfer agent, registrar and dividend disbursing agent for the Trust A and
Trust B Shares of Nations Tennessee Municipal Bond Fund and Nations Intermediate
Municipal Bond Fund, and the Transfer Agent accepts such appointments and agrees
to perform the duties set forth in the Agreement.
2. The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
representatives or agents of the Trust personally, but bind only the Trust
Property (as defined in the Declaration of Trust), and all persons dealing with
a Fund's Trust Shares of the Trust must look solely to the Trust Property
belonging to such Fund's Trust Shares for the enforcement of any claims against
the Trust.
3. There is substituted for Schedule A to the Agreement the Schedule A
attached hereto.
4. In all other respects the Agreement is confirmed.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
NATIONS FUND TRUST
By: /s/ A. Max Walker
---------------------------
A. Max Walker
NATIONSBANK OF TEXAS, N.A.
By: /s/ J. T. Brady
------------------------
Name: J. T. Brady
Title: Vice President
2
<PAGE>
SCHEDULE A
Fund
- ----
Nations Government Fund
Nations Tax Exempt Fund
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Balanced Assets Fund
Nations Short-Intermediate Government Fund
Nations Managed Bond Fund
Nations Short-Term Income Fund
Nations Diversified Income Fund
Nations Strategic Fixed Income Fund
Nations Adjustable Rate Government Fund
Nations Mortgage Backed Securities Fund
Nations Municipal Income Fund
Nations Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Municipal Bond Fund
Ex-99.B9(h)
Amendment No. 3 to the
Transfer Agency Agreement
This Amendment is made as of this day of August, 1993, to the Transfer
Agency Agreement between Nations Fund Trust (the "Trust") and NationsBank of
Texas, N.A. (the "Transfer Agent") dated as of April 25, 1992, as amended (the
"Agreement")
WHEREAS, the Agreement provides for the Transfer Agent to act as transfer
agent, registrar and dividend disbursing agent for the Trust Shares (as therein
defined) of twenty-three portfolios of the Trust; and
WHEREAS, the Trust desires that the Transfer Agent serve in such
capacities with respect to ten additional portfolios of the Trust, and the
Transfer Agent is willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints and constitutes the Transfer Agent as
transfer agent, registrar and dividend disbursing agent for the Trust A
and Trust B Shares of Nations Equity Index Fund, Nations Short-Term
Municipal Income Fund, Nations Florida Municipal Bond Fund, Nations
Georgia Municipal Bond Fund, Nations Maryland Municipal Bond Fund,
Nations North Carolina Municipal Bond Fund, Nations South Carolina
Municipal Bond Fund, Nations Tennessee Municipal Bond Fund, Nations
Texas Municipal Bond Fund and Nations Virginia Municipal Bond Fund, and
the Transfer Agent accepts such appointments and agrees to perform the
duties set forth in the Agreement.
2. The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the trust created and the Trustees, as trustees
but not individually or personally, acting from time to time under a
Declaration of Trust dated May 6, 1985 which is hereby referred to and
a copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust.
The obligations of "Nations Fund Trust" entered into in the name or on
behalf thereof by any of the Trustees, officers, representatives or
agents are made not individually, but in such capacities, and are not
binding upon any of the Trustees, Shareholders, representatives or
agents of the Trust personally, but bind only the Trust Property (as
defined in the Declaration of Trust), and all persons dealing with a
Fund's Trust Shares of the Trust must look solely to the Trust Property
belonging to such Fund's Trust Shares for the enforcement of any claims
against the Trust.
3. There is substituted for Schedule A to the Agreement the Schedule A
attached hereto.
4. In all other respects the Agreement is confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
<PAGE>
NATIONS FUND TRUST
By /s/ A Max Walker
---------------------
A Max Walker
Chairman of the Board
NATIONSBANK OF TEXAS, N.A.
By____________________________
Name:
Title:
2
<PAGE>
SCHEDULE A
Fund
Nations Government Money Market Fund
Nations Tax Exempt Fund
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Equity Index Fund
Nations Balanced Assets Fund
Nations Short-Intermediate Government Fund
Nations Managed Bond Fund*
Nations Short-Term Income Fund
Nations Short-Term Municipal Income Fund
Nations Diversified Income Fund
Nations Strategic Fixed Income Fund
Nations Mortgage-Backed Securities Fund
Nations Adjustable Rate Government Fund
Nations Municipal Income Fund
Nations Intermediate Municipal Bond Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
EX-99.B9(h)(i)
Amendment No. 4 to the
Transfer Agency Agreement
This Amendment is made as of this _____ day of October, 1995, to the
Transfer Agency Agreement between Nations Fund Trust (the "Trust") and
NationsBank of Texas, N.A. (the "Transfer Agent") dated as of April 25, 1992, as
amended (the "Agreement").
WHEREAS, the Agreement provides for the Transfer Agent to act as transfer
agent, registrar and dividend disbursing agent for the Trust Shares (as therein
defined) of the thirty-three portfolios of the Trust; and
WHEREAS, the Trust desires that the Transfer Agent serve in such
capacities with respect to ten additional portfolios of the Trust, and the
Transfer Agent is willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints and constitutes the Transfer Agent as transfer
agent, registrar and dividend disbursing agent for the Trust A and Trust B
Shares of Nations Tax-Managed Equity Fund and the Transfer Agent accepts
such appointments and agrees to perform the duties set forth in the
Agreement.
2. The names "Nations Fund Trust" and "Trustees of Nations Fund Trust" refer
respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration
of Trust dated May 6, 1985 which is hereby referred to and a copy of which
is on file at the office of the State Secretary of The Commonwealth of
Massachusetts and at the principal office of the Trust. The obligations of
"Nations Fund Trust" entered into in the name or on behalf thereof by any
of the Trustees, officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, Shareholders, representatives or agents of the Trust personally,
but bind only the Trust Property (as defined in the Declaration of Trust),
and all persons dealing with a Fund's Trust Shares of the Trust must look
solely to the Trust Property belonging to such Fund's Trust Shares for the
enforcement of any claims against the Trust.
3. There is substituted for Schedule A to the Agreement the Schedule A
attached hereto.
4. In all other respects the Agreement is confirmed.
1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
NATIONS FUND TRUST
By:/s/ A Max Walker
---------------------
A. Max Walker
Chairman of the Board
NATIONSBANK OF TEXAS, N.A.
By:___________________________
Name:______________________
Title:_______________________
2
EX-99.B9(i)
CROSS INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 27th day of June, 1995, by and among
Nations Fund, Inc. (the "Company"), a Maryland corporation, Nations Fund Trust
(the "Trust"), a Massachusetts business trust and Nations Fund Portfolios, Inc.
("Nations Portfolios"), a Maryland corporation.
WHEREAS, the Company is an open-end management investment company
registered as such under the Investment Company Act of 1940 (the "1940 Act"),
currently consisting of five operating investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios; and
WHEREAS, the Trust is an open-end management investment company registered
as such under the 1940 Act, currently consisting of thirty-four operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, Nations Portfolios is an open-end management investment company
registered as such under the 1940 Act, currently consisting of three operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, the Company, the Trust and Nations Portfolios plan to offer, on a
continuous basis, shares of common stock, units of beneficial interest and
shares of common stock, respectively, in their investment portfolios
("Securities") in a combined set of prospectuses ("Prospectuses") and/or
preliminary prospectuses ("Preliminary Prospectuses") (such offering of
Securities to be hereinafter referred to as the "Joint Offering") and plan to
file, from time to time, such combined set of prospectuses and other materials
with the Securities and Exchange Commission ("SEC") (such filings with the SEC
to be referred to herein as the "Registration Statements");
NOW THEREFORE, the Company, the Trust and Nations Portfolios hereby agree
as follows:
(1)(a) The Company will indemnify and hold harmless the Trust and Nations
Portfolios against any losses, claims, damages or liabilities, to
which the Trust or Nations Portfolios may become subject under the
Securities Act of 1933 (the "Act"), the 1940 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained
in any Prospectuses, any Preliminary Prospectuses, the Registration
Statements, any other Prospectuses relating to the Securities, or
any amendments or supplements to the foregoing (hereinafter referred
to collectively as the "Offering Documents"), or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written
information furnished to the Trust or Nations Portfolios by the
Company expressly for use therein; and will reimburse the Trust and
Nations Portfolios for any legal or other expenses reasonably
incurred by the Trust or Nations Portfolios in connection with
investigating or defending any such action or claim; provided,
however, that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, or liability arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Offering
Documents in reliance upon and in conformity with written
information furnished to the Company by the Trust or Nations
Portfolios expressly for use in the Offering Documents.
1
<PAGE>
(b) The Trust will indemnify and hold harmless the Company and Nations
Portfolios against any losses, claims, damages or liabilities to
which the Company or Nations Portfolios may become subject under the
Act, the 1940 Act, or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of
or are based upon and untrue statement or alleged untrue statement
of a material fact contained in the Offering Documents or arise out
of or are based upon the omission or alleged omission to state
therein a material fact required to be stated or necessary to make
the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written
information furnished to the Company or Nations Portfolios by the
Trust expressly for use therein; and will reimburse the Company and
Nations Portfolios for any legal or other expenses reasonably
incurred by the Company or Nations Portfolios in connection with
investigating or defending any such action or claim; provided,
however, that the Trust shall not be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of
or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in the Offering Documents in
reliance upon and in conformity with written information furnished
to the Trust by the Company or Nations Portfolios expressly for use
in the Offering Documents.
(c) Nations Portfolios will indemnify and hold harmless the Company
and the Trust against any losses, claims, damages or liabilities to
which the Company or the Trust may become subject under the Act, the
1940 Act, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a
material fact contained in the Offering Documents or arise out of or
are based upon the omission or alleged omission to state therein a
material fact required to be stated or necessary to make the
statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written
information furnished to the Company or the Trust by Nations
Portfolios expressly for use therein; and will reimburse the Company
and the Trust for any legal or other expenses reasonably incurred by
the Company or the Trust in connection with investigating or
defending any such action or claim; provided, however, that Nations
Portfolios shall not be liable in any such case to the extent that
any such loss, claim, damage, or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Offering Documents in reliance upon and
in conformity with written information furnished to Nations
Portfolios by the Company or the Trust for use in the Offering
Documents.
2
<PAGE>
(d) Promptly after receipt by an indemnified party under subsection
(a), (b) or (c) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party or parties under such subsection,
notify the indemnifying party or parties in writing of the
commencement thereof; but the omission to so notify the indemnifying
party or parties shall not relieve it or them from any liability
which it or they 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 or parties of the commencement thereof, the indemnifying party
or parties shall be entitled to participate therein and, to the
extent that either indemnifying party or both shall wish, to assume
the defense thereof, with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party or parties to
such indemnified part of its or their election so to assume the
defense thereof, the indemnifying party or parties shall not be
liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.
(2) This agreement may be executed simultaneously in three or more
counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed by their authorized officers designated below as of the day and
year first written above.
NATIONS FUND, INC.
By: /s/ A Max Walker
--------------------------
A. Max Walker
Chairman of the Board of Directors
NATIONS FUND TRUST
By: /s/ A Max Walker
--------------------------
A. Max Walker
Chairman of the Board of Trustees
NATIONS FUND PORTFOLIOS, INC.
By: /s/ A Max Walker
--------------------------
A. Max Walker
Chairman of the Board of Directors
4
EX-99.B9(j)
NATIONS FUND TRUST
FORM OF
SHAREHOLDER SERVICING AGREEMENT
PRIMARY B SHARES
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement ("Agreement")
with you concerning the provision of administrative support services to your
clients ("Customers") who may from time to time beneficially own Primary Shares
in one or more of the portfolios (the "Funds") of Nations Fund Trust (the
"Trust").
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following administrative support services to
your Customers who may from time to time beneficially own Primary B Shares:1 (i)
aggregating and processing purchase and redemption requests for Primary B Shares
from Customers and transmitting promptly net purchase and redemption orders to
our distributor or transfer agent; (ii) providing Customers with a service that
invests the assets of their accounts Primary B Shares pursuant to specific or
pre-authorized instructions; (iii) processing dividend and distribution payments
from the Trust on behalf of Customers; (iv) providing information periodically
to Customers showing their positions in Primary B Shares; (v) arranging for bank
wires; (vi) responding to Customers' inquiries concerning their investment in
Primary B Shares; (vii) providing subaccounting with respect to Primary B Shares
beneficially owned by Customers or providing the information to us necessary for
subaccounting; (viii) if required by law, forwarding shareholder communications
from us (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 this Agreement; (x) general shareholder liaison services; and (xi)
providing such other similar services as we may reasonably request to the extent
you are permitted to do so under applicable statutes, rules or regulations. All
services rendered hereunder by you shall be performed in a professional,
competent and timely manner.
Section 2. You Will perform only those activities which are consistent
with statutes and regulations applicable to you. You will act solely as agent
or, upon the order of, and for the account of, your Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the administrative
support services contemplated hereby.
- -------------------
(1) Services may be modified or omitted in the particular case and items
relettered or renumbered.
<PAGE>
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us or the Primary B Shares
except those contained in our then current prospectuses and statements of
additional information, as amended or supplemented from time to time, copies of
which will be supplied by us to you, or in such supplemental literature or
advertising as may be authorized by the Distributor or us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us in any
matter or in any respect, except as provided herein. By your written acceptance
of this Agreement, you agree to and do release, indemnify and hold us harmless
from and against any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of Primary B Shares (or orders relating to
the same) by or on behalf of Customers. You and your employees will, upon
request, be available during normal business hours to consult with us or our
designees concerning the performance of your responsibilities under this
Agreement.
Section 6. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payments therefor, a
fee as described in the applicable then current prospectuses. The fee rate
payable to you may be prospectively increased or decreased by us, in our sole
discretion, at any time upon notice to you. Further, we may, in our discretion
and without notice, suspend or withdraw the sale of Primary B Shares of any and
all Funds, including the sale of Primary B Shares to you for the account of any
Customer or Customers. Compensation payable under this Agreement is subject to,
among other things, the National Association of Securities Dealers, Inc.
("NASD") Rules of Fair Practice governing receipt by NASD members of shareholder
servicing plan fees from registered investment companies (the "NASD Servicing
Plan Rule"), which becomes effective on July 7, 1993. Such compensation shall
only be paid for services determined to be permissible under the NASD Servicing
Plan Rule.
Section 7. You agree to provide to us at least quarterly, a written report
of the amounts expended by you in connection with the provision of
administrative support services hereunder and the purposes for which such
expenditures were made. In addition, you will furnish us or our designees with
such information as we or they may reasonably request (including, without
limitation, periodic certifications confirming the provision to Customers of the
services described herein), and will otherwise cooperate with us and our
designees (including, without limitation, any auditors or legal counsel
designated by us), in connection with the preparation of reports to our Board of
Trustees concerning this Agreement and the monies paid or payable by us pursuant
hereto, as well as any other reports or filings that may be required by law.
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; (ii) the compensation payable to you hereunder, together with any other
compensation you receive in connection with the investment of your Customers'
assets in Primary B Shares of the Funds, will be disclosed by you to your
Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not result in an excessive or unreasonable
fee to you and (iii) in the event an issue pertaining to this Agreement is
submitted for shareholder approval, and you have the authority for your Customer
to do so, you will vote any Primary B Shares held for your own account in the
same proportion as the vote of the Primary B Shares held for your Customers'
benefit.
2
<PAGE>
Section 10. You agree to conform to compliance standards adopted by the
Trust or its distributor as to when a class of shares in a Fund may be
appropriately sold to particular investors.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee and continues
in effect until terminated. This Agreement is terminable with respect to any
series of Primary B Shares, without penalty, at any time by us (which
termination may be by a vote of a majority of the disinterested Trustees of the
Trust) or by you upon written notice to the other party hereto.
Section 12. All notices and other communications to either you or us will
be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a confirming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the
internal laws of The Commonwealth of Massachusetts without giving effect to
principles of conflict of laws, and is nonassignable by the parties hereto.
Section 14. The names "Nations Fund Trust" and "Trustees" refer
respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
3
<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: One Exchange Place, Boston, Massachusetts,
02109; fax number (617) 248-3473; Attention: Ms. Patricia L. Bickimer.
Very truly yours,
NATIONS FUND TRUST
By:________________________________
Name:______________________________
Date:___________________________ Title:_____________________________
Accepted and Agreed to:
Servicing Agent
-----------------------------------
(Firm Name)
-----------------------------------
(Address)
-----------------------------------
(City) (State)
Fax #______________________________
Attention:_________________________
By:________________________________
Name:______________________________
Date:___________________________ Title:_____________________________
4
EX-99.B9(k)
NATIONS FUND TRUST
SHAREHOLDER SERVICING PLAN ("PLAN")
FOR INVESTOR A SHARES
Section 1. Each of the proper officers of Nations Fund Trust (the "Trust")
is authorized to execute and deliver, in the name and on behalf of the Trust,
written agreements based substantially on the form attached hereto as Appendix A
or any other form duly approved by the Trust's Board of Trustees ("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 Investor A Shares ("Servicing Agents") in any of the
Trust's Funds set forth on Exhibit I attached hereto, provided that any material
modifications of services listed in the Agreement shall be presented for
approval or ratification by the Trustees 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
Investor A 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 Investor
A Shares beneficially owned by or attributable to such clients. Affiliates of
the Trust'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
Investor A Shares of the particular Fund involved. If more than one Fund is
involved and these expenses are not directly attributable to Investor A Shares
of a particular Fund, then the expenses may be allocated between or among the
Investor A Shares of the Funds in a fair and equitable manner.
Section 2. The Trust's administrator and/or co-administrator shall monitor
the arrangements pertaining to the Trust's Agreements with Servicing Agents. The
Trust's administrator and co-administrator shall not, however, be obligated by
this Plan to recommend, and the Trust shall not be obligated to execute, any
Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Trust's administrator
and/or co-administrator shall provide to the Trust's Board of Trustees, and the
Trustees 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 Trustees, including a majority of the
Trustees who are not "interested persons," as defined in the Investment Company
Act of 1940, of the Trust and have no direct or indirect financial interest in
the operation of this Plan or in any Agreement related to this Plan (the
"Disinterested Trustees") 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 Trust's Board of Trustees, 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 Trustees.
Section 7. While this Plan is in effect, the selection and nomination of the
Disinterested Trustees shall be committed to the discretion of such
Disinterested Trustees.
Section 8. The Trust will preserve copies of this Plan, Agreements, and any
written reports regarding this Plan presented to the Board of Trustees for a
period of not less than six years.
2
<PAGE>
EXHIBIT I
Nations Government Money Market Fund
Nations Tax Exempt Fund
Nations Short-Term Income Fund
Nations Short-Term Municipal Income Fund
3
NATIONS FUND TRUST
SHAREHOLDER SERVICING AGREEMENT
INVESTOR A SHARES
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement ("Agreement")
with you concerning the provision of administrative support services to your
clients ("Customers") who may from time to time beneficially own Investor A
Shares in one or more of the portfolios (the "Funds") of Nations Fund Trust (the
Trust).
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following administrative support ;
services to your Customers who may from time to time beneficially own Investor A
Shares1 (i) aggregating and processing purchase and redemption requests for
Investor A Shares from Customers and transmitting promptly net purchase and
redemption orders to our-distributor or transfer agent; (ii) providing Customers
with a service that invests the assets of their accounts in Investor A Shares
pursuant to specific or pre-authorized instructions; (iii) processing dividend
and distribution payments from the Trust on behalf of Customers; (iv) providing
information periodically to Customers showing their positions in Investor A
Shares; (v) arranging for bank wires; (vi) responding to Customers' inquiries
concerning their investment in Investor A Shares; (vii) providing subaccounting
with respect to Investor A Shares beneficially owned by Customers or the
information to us necessary for subaccounting; (viii) if required by law,
forwarding shareholder communications from us (such as proxies, shareholder
reports, annual and semiannual financial statements and dividend, distribution
and tax notices) to Customers; (ix) forwarding to Customers proxy statements and
proxies containing any proposals regarding this Agreement; (x) general
shareholder liaison services; and (xi) providing such other similar services as
we may reasonably request to the extent you are permitted to do so under
applicable statutes, rules or regulations. All services rendered hereunder by
you shall be performed in a professional, competent and timely manner.
Section 2. You will perform only those activities which are consistent
with statutes and regulations applicable to you. You will act solely as agent
or, upon the order of, and for the account of, your Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the administrative
support services contemplated hereby.
- --------
1 Services may be modified or omitted in the particular case and items
relettered or renumbered.
<PAGE>
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us or the Investor A Shares
except those contained in our then current prospectuses and statements of
additional information, as amended or supplemented from time to time, copies of
which will be supplied by us to you, or in such supplemental literature or
advertising as may be authorized by the Distributor or us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us in any
matter or in any respect, except as provided herein. By your written acceptance
of this Agreement, you agree to and do release, indemnify and hold us harmless
from and against any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of Investor A Shares (or orders relating to
the same) by or on behalf of Customers. You and your employees will, upon
request, be available during normal business hours to consult with us or our
designees concerning the performance of your responsibilities under this
Agreement.
Section 6. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payments therefor, a
fee described in the applicable then current prospectuses. The fee rate payable
to you may be prospectively increased or decreased by us, in our sole
discretion, at time upon notice to you. Further, we may, in our discretion and
without notice, suspend or withdraw the sale of Investor A Shares of any and all
Funds, including the sale of Investor A Shares to you for the account of any
Customer or Customers. Compensation payable under this Agreement is subject to,
among other things, the National Association of Securities Dealers, Inc. (NASD)
Rules of Fair Practice governing receipt by NASD members of shareholder
servicing plan fees from registered investment companies (the NASD Servicing
Plan Rule), which becomes effective on July 7, 1993. Such compensation shall
only be paid services determined to be permissible under the NASD Servicing Plan
Rule.
Section 7. You agree to provide to us at least quarterly, a written report
of the amounts expended by you in connection with the provision of
administrative support services hereunder and the purposes for which such
expenditures were made. In addition, you will furnish us or our designees with
such information as we or they may reasonably request (including, without
limitation, periodic certifications confirming the provision to Customers of the
services described herein), and will otherwise cooperate with us and our
designees (including, without limitation, any auditors or legal counsel
designated by us), in connection with the preparation of reports to our Board of
Trustees concerning this Agreement and the monies paid or payable by us pursuant
hereto, as well as any other reports or filings that may be required by law.
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; (ii) the compensation payable to you hereunder, together with any other
compensation you receive in connection with the investment of your Customers'
assets in Investor A Shares of the Funds, will be disclosed by you to your
2
<PAGE>
Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not result in an excessive or unreasonable
fee to you and (iii) in the event an issue pertaining to this Agreement is
submitted for shareholder approval, and you have the authority for your Customer
to do so, you will vote any Investor A Shares held for your own account in the
same proportion as the vote of the Investor A Shares held for your Customers'
benefit.
Section 10. You agree to conform to compliance standards adopted by the
Trust or its distributor as to when a class of shares in a Fund may be
appropriately sold to particular investors.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee and continues
in effect until terminated. This Agreement is terminable with respect to any
series Investor A Shares, without penalty, at any time by us (which termination
may by a vote of a majority of the disinterested Trustees of the Trust) or by
you upon written notice to the other party hereto.
Section 12. All notices and other communications to either you or us will
be duly given if mailed, telegraphed, telexed or transmitted by similar
communications device to the appropriate address or number stated herein (with a
confirming copy by mail), or to such other address as either party shall so
provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the
internal laws of The Commonwealth of Massachusetts without giving effect to
principles of conflict of laws, and is nonassignable by the parties hereto.
Section 14. The names "Nations Fund Trust" and "Trustees of Nations Fund
Trust" refer respectively to the trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
3
<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: One Exchange Place, Boston, Massachusetts,
02109; fax umber (617) 573-8800; Attention: Ms. Patricia L. Bickimer.
Very truly yours,
NATIONS FUND TRUST
Date:________________ By:_________________________________
Name:_______________________________
Title:______________________________
Accepted and Agreed to:
Servicing Agent
-------------------------------------
(Firm Name)
-------------------------------------
(Address)
-------------------------------------
(City) (State)
Fax #_______________________________
Attention:__________________________
Date:_________________ By: ________________________________
Name:_______________________________
Title:______________________________
4
EX-99.B9(m)
NATIONS FUND TRUST
AMENDED AND RESTATED
SHAREHOLDER SERVICING PLAN ("PLAN")
INVESTOR B SHARES -- MONEY MARKET FUNDS
INVESTOR C SHARES -- NON-MONEY MARKET FUNDS
Section 1. Each of the proper officers of Nations Fund Trust (the
"Trust") is authorized to execute and deliver, in the name and on behalf of the
Trust, written agreements based substantially on the form attached hereto as
Appendix A or any other form duly approved by the Trust's Board of Trustees
("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 of the Money Market Funds of the Trust or Investor C Shares of the
Non-Money Market Funds of the Trust (as listed on Schedule 1) (collectively, the
"Shares") in any of the Trust's portfolios listed on Schedule 1 (the "Funds")
provided that any material modifications of services listed in the Agreement
shall be presented for approval or ratification by the Trustees 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 Trust'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 Trust's administrator and/or co-administrator shall
monitor the arrangements pertaining to the Trust's Agreements with Servicing
Agents. The Trust's administrator and co-administrator shall not, however, be
obligated by this Plan to recommend, and the Trust shall not be obligated to
execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Trust's distributor
shall provide to the Trust's Board of Trustees, and the Trustees 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 Trustees, including a
majority of the Trustees who are not "interested persons," as defined in the
Investment Company Act of 1940, of the Trust and have no direct or indirect
financial interest in the operation of this Plan or in any Agreement related to
this Plan (the "Disinterested Trustees") 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 Trust's Board of Trustees, 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 Trustees.
Section 7. While this Plan is in effect, the selection and nomination
of the Disinterested Trustees shall be committed to the discretion of such
Disinterested Trustees.
Section 8. The Trust will preserve copies of this Plan, Agreements, and
any written reports regarding this Plan presented to the Board of Trustees for a
period of not less than six years.
2
<PAGE>
SCHEDULE I
Money Market Funds:
- -------------------
Nations Government Money Market Fund
Nations Tax Exempt Fund
Non-Money Market Funds:
- -----------------------
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Equity Index Fund
Nations Managed Index Fund
Nations Managed SmallCap Index Fund
Nations Managed Value Index Fund
Nations Managed SmallCap Value Index Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Disciplined Equity Fund
Nations Balanced Assets Fund
Nations Short-Intermediate Government Fund
Nations Short-Term Income Fund
Nations Diversified Income Fund
Nations Strategic Fixed Income Fund
Nations Intermediate Municipal Bond Fund
Nations Municipal Income Fund
Nations Short-Term Municipal Income Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Kansas Intermediate Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
Dated: October 15, 1996
June 4, 1997
February 4, 1998
3
EX-99.B9(n)
NATIONS FUND TRUST
SHAREHOLDER SERVICING AGREEMENT
INVESTOR B SHARES -- MONEY MARKET FUNDS
INVESTOR C SHARES -- NON-MONEY MARKET FUNDS
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement ("Agreement")
with you concerning the provision of administrative support services to your
clients ("Customers") who may from time to time beneficially own Investor B
Shares in one or more of the money market portfolios or Investor C Shares in one
or more of the non-money market portfolios (collectively, the "Funds") of
Nations Fund Trust (the "Trust"). Such Investor B Shares and Investor C Shares
are collectively referred to herein as "Shares."
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following administrative support
services to your Customers who may from time to time beneficially own Shares:
(i) aggregating and processing purchase and redemption requests for Shares from
Customers and transmitting promptly net purchase and redemption orders to our
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 dividend and distribution payments
from the Trust on behalf of Customers; (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 providing the information to us necessary for subaccounting; (viii)
providing general shareholder liaison services; (ix) providing the shareholder
services described in Appendix I hereto (the "Supplemental Support Services");
and (x) providing such other similar services as we may reasonably request to
the extent you are permitted to do so under applicable statutes, rules or
regulations (all of the above services are collectively referred to as the
"Support Services"). All Support Services rendered hereunder by you shall be
performed in a professional, competent and timely manner.
Section 2. You will perform only those activities which are consistent
with statutes and regulations applicable to you. You will act solely as agent
or, upon the order of, and for the account of, your Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the Support
Services contemplated hereby.
1
<PAGE>
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning the Trust or the Shares except
those contained in our then current prospectuses and statements of additional
information, as amended or supplemented from time to time, copies of which will
be supplied by the Trust to you, or in such supplemental literature or
advertising as may be authorized by the distributor or the Trust in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us in any
matter or in any respect, except as provided herein. By your written acceptance
of this Agreement, you agree to and do release, indemnify and hold us harmless
from and against any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of Shares (or orders relating to the same)
by or on behalf of Customers. In addition, you agree to provide further
indemnification as specified in Appendix II. You and your employees and agents
will, upon request, be available during normal business hours to consult with us
or our designees concerning the performance of your responsibilities under this
Agreement.
Section 6. In consideration of the provision of the Support Services, we
will pay to you, and you will accept as full payment therefor, a fee as
described in the applicable then current prospectuses. The fee rate payable to
you may be prospectively increased or decreased by us, in our sole discretion,
at any time upon notice to you. Further, we may, in our discretion and without
notice, suspend or withdraw the sale of Shares of any and all Funds, including
the sale of Shares to you for the account of any Customer or Customers.
Compensation payable under this Agreement is subject to, among other things, the
National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice
governing receipt by NASD members of service fees from registered investment
companies (the "NASD Service Fee Rule"). Such compensation shall only be paid if
permissible under the NASD Service Fee Rule and shall not be payable for
services that are deemed to be distribution-related services.
Section 7. You agree to provide to us at least quarterly, a written report
of the amounts expended by you in connection with the provision of the Support
Services hereunder and the purposes for which such expenditures were made. In
addition, you will furnish us or our designees with such information as we or
they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors or legal counsel designated by us), in
connection with the preparation of reports to our Board of Trustees concerning
this Agreement and the monies paid or payable by us pursuant hereto, as well as
any other reports or filings that may be required by law.
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; (ii) the compensation payable to you hereunder, together with any other
compensation you receive in connection with the investment of your Customers'
assets in Shares of the Funds, will be disclosed by you to your Customers to the
extent required by applicable laws or regulations, will be authorized by your
Customers and will not result in an excessive or unreasonable fee to you and
(iii) in the event an issue pertaining to this Agreement is submitted for
shareholder approval, and you have the authority from your Customer to do so,
you will vote any Shares held for your own account in the same proportion as the
vote of the Shares held for your Customers' benefit.
2
<PAGE>
Section 10. You agree to conform to compliance standards adopted by the
Trust or its distributor as to when a class of shares in a Fund may be
appropriately sold to particular investors.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee and continues
in effect until terminated. This Agreement is terminable with respect to any
series of Shares, without penalty, at any time by us (which termination may be
by a vote of a majority of the disinterested Trustees of the Trust) or by you
upon written notice to the other party hereto.
Section 12. All notices and other communications to either you or us will
be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a confirming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the
internal laws of The Commonwealth of Massachusetts without giving effect to
principles of conflict of laws, and is nonassignable by the parties hereto.
Section 14. The names "Nations Fund Trust" and "Trustees" refer
respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
3
<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: 111 Center Street, Little Rock, Arkansas
72201; fax number (501) 377-2331; Attention: Mr. Richard H. Blank, Jr.
Very truly yours,
NATIONS FUND TRUST
By: _________________________
Name: _______________________
Title: _________________________
Accepted and Agreed to:
Servicing Agent
------------------------------
(Firm Name
------------------------------
(Address)
------------------------------
(City) (State) (County)
Fax No.________________________
Date: __________________ Attention:________________________
By: _________________________
Name: _______________________
Date: __________________ Title: _________________________
4
EX-99.B9(o)
NATIONS FUND TRUST
SHAREHOLDER SERVICING PLAN ("PLAN")
INVESTOR C SHARES -- MONEY MARKET FUNDS
INVESTOR B SHARES -- NON MONEY MARKET FUNDS
Section 1. Each of the proper officers of Nations Fund Trust (the
"Trust") is authorized to execute and deliver, in the name and on behalf of the
Trust, written agreements based substantially on the form attached hereto as
Appendix A or any other form duly approved by the Trust's Board of Trustees
("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 C
Shares in any of the Trust's Money Market Funds or Investor B Shares (formerly
Investor N Shares) of the Trust's Non-Money Market Funds (as defined on Exhibit
I) (collectively, "Shares") provided that any material modifications of services
listed in the Agreement shall be presented for approval or ratification by the
Trustees 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 portfolios
listed on Exhibit I (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 Trust'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 Trust's administrator and/or co-administrator shall
monitor the arrangements pertaining to the Trust's Agreements with Servicing
Agents. The Trust's administrator and co-administrator shall not, however, be
obligated by this Plan to recommend, and the Trust shall not be obligated to
execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Trust's distributor
shall provide to the Trust's Board of Trustees, and the Trustees 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 Trustees, including a
majority of the Trustees who are not "interested persons," as defined in the
Investment Company Act of 1940, of the Trust and have no direct or indirect
financial interest in the operation of this Plan or in any Agreement related to
this Plan (the "Disinterested Trustees") 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 Trust's Board of Trustees, 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 Trustees.
Section 7. While this Plan is in effect, the selection and nomination
of the Disinterested Trustees shall be committed to the discretion of such
Disinterested Trustees.
Section 8. The Trust will preserve copies of this Plan, Agreements, and
any written reports regarding this Plan presented to the Board of Trustees for a
period of not less than six years.
<PAGE>
EXHIBIT I
NATIONS FUND TRUST
The term "Money Market Funds" shall refer to the following Funds of the
Trust:
Nations Government Money Market Fund
Nations Tax Exempt Fund
The term "Non-Money Market Funds" shall refer to the following Funds of the
Trust:
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Disciplined Equity Fund
Nations Balanced Assets Fund
Nations Short-Intermediate Government Fund
Nations Short-Term Income Fund
Nations Diversified Income Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Strategic Fixed Income Fund
Nations Municipal Income Fund
Nations Short-Term Municipal Income Fund
Nations Intermediate Municipal Bond Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Kansas Intermediate Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
Amended: February 4, 1998
EX-99.B9(p)
SHAREHOLDER SERVICING AGREEMENT
NATIONS FUND TRUST
INVESTOR C SHARES -- MONEY MARKET FUNDS
INVESTOR N SHARES -- NON-MONEY MARKET FUNDS
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement ("Agreement")
with you concerning the provision of administrative support services to your
clients ("Customers") who may from time to time beneficially own Investor C
Shares in one or more of the money market portfolios or Investor N Shares in one
or more of the non-money market portfolios (collectively, the "Funds") of
Nations Fund Trust (the "Trust"). Such Investor C Shares and Investor N Shares
are collectively referred to herein as "Shares."
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following administrative support
services to your Customers who may from time to time beneficially own Shares:1
(i) aggregating and processing purchase and redemption requests for Shares from
Customers and transmitting promptly net purchase and redemption orders to our
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 dividend and distribution payments
from the Trust on behalf of Customers; (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 us necessary for subaccounting; (viii) if
required by law, forwarding shareholder communications from us (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 this Agreement; (x)
general shareholder liaison services; and (xi) providing such other similar
services as we may reasonably request to the extent you are permitted to do so
under applicable statutes, rules or regulations. All services rendered hereunder
by you shall be performed in a professional, competent and timely manner.
Section 2. You will perform only those activities which are consistent
with statutes and regulations applicable to you. You will act solely as agent
or, upon the order of, and for the account of, your Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the administrative
support services contemplated hereby.
- -------------------
(1) Services may be modified or omitted in the particular case and items
relettered or renumbered.
1
<PAGE>
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us or the Shares except those
contained in our then current prospectuses and statements of additional
information, as amended or supplemented from time to time, copies of which will
be supplied by us to you, or in such supplemental literature or advertising as
may be authorized by the Distributor or us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us in any
matter or in any respect, except as provided herein. By your written acceptance
of this Agreement, you agree to and do release, indemnify and hold us harmless
from and against any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of Shares (or orders relating to the same)
by or on behalf of Customers. You and your employees will, upon request, be
available during normal business hours to consult with us or our designees
concerning the performance of your responsibilities under this Agreement.
Section 6. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payments therefor, a
fee as described in the applicable then current prospectuses. The fee rate
payable to you may be prospectively increased or decreased by us, in our sole
discretion, at any time upon notice to you. Further, we may, in our discretion
and without notice, suspend or withdraw the sale of Shares of any and all Funds,
including the sale of Shares to you for the account of any Customer or
Customers. Compensation payable under this Agreement is subject to, among other
things, the National Association of Securities Dealers, Inc. ("NASD") Rules of
Fair Practice governing receipt by NASD members of service fees from registered
investment companies (the "NASD Service Fee Rule"). Such compensation shall only
be paid if permissible under the NASD Service Fee Rule and shall not be payable
for services that are deemed to be distribution-related services.
Section 7. You agree to provide to us at least quarterly, a written report
of the amounts expended by you in connection with the provision of
administrative support services hereunder and the purposes for which such
expenditures were made. In addition, you will furnish us or our designees with
such information as we or they may reasonably request (including, without
limitation, periodic certifications confirming the provision to Customers of the
services described herein), and will otherwise cooperate with us and our
designees (including, without limitation, any auditors or legal counsel
designated by us), in connection with the preparation of reports to our Board of
Trustees concerning this Agreement and the monies paid or payable by us pursuant
hereto, as well as any other reports or filings that may be required by law.
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
2
<PAGE>
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; (ii) the compensation payable to you hereunder, together with any other
compensation you receive in connection with the investment of your Customers'
assets in Shares of the Funds, will be disclosed by you to your Customers to the
extent required by applicable laws or regulations, will be authorized by your
Customers and will not result in an excessive or unreasonable fee to you and
(iii) in the event an issue pertaining to this Agreement is submitted for
shareholder approval, and you have the authority from your Customer to do so,
you will vote any Shares held for your own account in the same proportion as the
vote of the Shares held for your Customers' benefit.
Section 10. You agree to conform to compliance standards adopted by the
Trust or its distributor as to when a class of shares in a Fund may be
appropriately sold to particular investors.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee and continues
in effect until terminated. This Agreement is terminable with respect to any
series of Shares, without penalty, at any time by us (which termination may be
by a vote of a majority of the disinterested Trustees of the Trust) or by you
upon written notice to the other party hereto.
Section 12. All notices and other communications to either you or us will
be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a confirming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the
internal laws of The Commonwealth of Massachusetts without giving effect to
principles of conflict of laws, and is nonassignable by the parties hereto.
Section 14. The names "Nations Fund Trust" and "Trustees" refer
respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
3
<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: 111 Center Street, Little Rock, Arkansas
72201; Fax No. (501) 377-2331; Attention: Mr. Richard H. Blank, Jr.
Very truly yours,
NATIONS FUND TRUST
By: _________________________
Name: ____________________
Title: _____________________
Accepted and Agreed to:
Servicing Agent
------------------------------
(Firm Name
------------------------------
(Address)
------------------------------
(City) (State) (County)
Fax # __________________________
Date: __________________ Attention:_______________________
By: _________________________
Name: _______________________
Date: __________________ Title: _________________________
EX-99.B15(a)
NATIONS FUND TRUST
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 Trustees of
Nations Fund Trust (the "Trust") 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
Trust may act as a distributor of the Shares of which a Fund is the issuer,
pursuant to Rule 12b-1 under the 1940 Act. The Trust 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 Trust attributable to the Shares of the Non-Money Market Funds
(as defined on Exhibit A) or (B) ten one-hundredths of one percent (0.10%)
attributable to the Shares of the Money Market 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 Trust's Board of
Trustees. 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 Trust'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 Non-Money Market 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
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 Trust 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 Trust may reasonably request to the extent such firms are
permitted to do so under applicable statutes, rules or regulations.
1
<PAGE>
Section 3. Money Market Funds and Certain Non-Money Market Funds --
Expenses under the Plan. Notwithstanding any of the foregoing, with respect to
the Money Market Funds, Nations Short-Term Income Fund and Nations Short-Term
Municipal Income Fund, payments under Section 1, above, shall not be made for
personal services and/or the maintenance of shareholder accounts as such terms
are interpreted by the National Association of Securities Dealers, Inc.
Section 4. Limitations on Payments. No additional payments are to be
made by the Trust 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 NationsBank of North Carolina,
N.A. ("NationsBank"), pursuant to the Investment Advisory Agreement, (ii) to
NationsBank of Texas, N.A. ("NationsBank Texas"), pursuant to the Custody
Agreement, (iii) to The Shareholder Services Group, Inc. ("TSSG"), pursuant to
the Transfer Agency and Registrar Agreement, (iv) to Stephens Inc. ("Stephens"),
pursuant to the Administration Agreement, (v) to TSSG, 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 Trust on behalf of the Shares in the normal conduct of such Fund's business
pursuant to the 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 Trust on behalf of a Fund to NationsBank,
NationsBank Texas, TSSG, Stephens or Servicing Agents; by NationsBank,
NationsBank Texas, TSSG, Stephens or Servicing Agents or any affiliate thereof,
to any party, pursuant to any agreement; or, generally, by the Trust 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 5. Reports of Distributor. The officers of the Trust shall
report quarterly in writing to the Board of Trustees on the amounts and purpose
of payments for any of the activities in Section 2 and shall furnish the Board
of Trustees 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.
2
<PAGE>
Section 6. 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 Trust's Board of
Trustees, including the Trustees who are not interested persons of the Trust and
have no direct or indirect financial interest in the operation of this Plan or
in any Agreements related to this Plan ("Disinterested Trustees"), by vote cast
in person at a meeting called for the purpose of voting on this Plan.
Section 7. Termination. This Plan may be terminated at any time by vote
of a majority of the Disinterested Trustees 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.
Section 8. Amendments. This Plan may be amended at any time by the
Board of Trustees provided that (a) any amendment 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 6 thereof.
Section 9. Selection/Nomination of Trustees. So long as this Plan is in
effect, the selection and nomination of the Trust's Disinterested Trustees shall
be committed to the discretion of such Disinterested Trustees.
Section 10. Governing Law. This Plan shall be subject to the laws of
The Commonwealth of Massachusetts and shall be interpreted and construed to
further promote the operation of the Trust 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 11. 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 Trust 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.
3
<PAGE>
Section 12. Records. The Trust will preserve copies of this Plan,
Agreements and any written reports regarding this Plan presented to the Board of
Trustees for a period of not less than six years.
Section 13. Limitation of Liability. The names "Nations Fund Trust" and
"Trustees of Nations Fund Trust" refer respectively to the trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated May 6, 1985 which is hereby referred to
and a copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "Nations Fund Trust" entered into in the name or on behalf
thereof by any of the Trustees, officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, Shareholders, officers, representatives or agents of the Trust
personally, but bind only the Trust Property (as defined in the Declaration of
Trust), and all persons dealing with any class of shares of the Trust must look
solely to the Trust Property belonging to such class for the enforcement of any
claims against the Trust.
4
<PAGE>
EXHIBIT A
NATIONS FUND TRUST
The term "Non-Money Market Funds" used in the Plan shall refer to the
following Funds of the Trust:
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Equity Index Fund
Nations Managed Index Fund
Nations Managed SmallCap Index Fund
Nations Managed Value Index Fund
Nations Managed SmallCap Value Index Fund
Nations Disciplined Equity Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Balanced Assets Fund
Nations Short-Intermediate Government Fund
Nations Short-Term Income Fund
Nations Strategic Fixed Income Fund
Nations Diversified Income Fund
Nations Intermediate Municipal Bond Fund
Nations Municipal Income Fund
Nations Short-Term Municipal Income Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Kansas Intermediate Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
5
<PAGE>
The term "Money Market Funds" used in the Plan shall refer to the following
Funds of the Trust:
Nations Government Money Market Fund
Nations Tax Exempt Fund
Dated: October 15, 1996
June 4, 1997
December 9, 1997
February 4, 1998
6
EX-99.B15(b)
SALES SUPPORT AGREEMENT
NATIONS FUND TRUST
INVESTOR A SHARES
Ladies and Gentlemen:
We wish to enter into this Sales Support Agreement ("Agreement") with you
concerning the provision of sales support assistance relating to Investor A
Shares of the investment portfolios (the "Funds") of Nations Fund Trust (the
"Trust"), of which we are the principal underwriter as defined in the Investment
Company Act of 1940 (the "1940 Act") and the exclusive agent for the continuous
distribution of said shares.
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide reasonable sales support assistance in
connection with the sale of Investor A Shares to your customers ("Customers"),
which assistance may include forwarding sales literature and advertising
provided by the Trust or by us to Customers and providing such other sales
support assistance as may be requested by us from time to time. All services
rendered hereunder by you shall be performed in a professional, competent and
timely manner.
Section 2. We recognize that you may be subject to the provisions of the
Glass-Steagall Act and other laws governing, among other things, the conduct of
activities by federally chartered and supervised banks and other banking
organizations. As such, you may be restricted in the activities you may
undertake and for which you may be paid. You will perform only those activities
which are consistent with statutes and regulations applicable to you. You will
act solely as agent for, upon the order of, and for the account of your
Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the sales support
services contemplated hereby.
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us, the Trust or the Investor
A Shares except those contained in the Trust's applicable then current
prospectuses and statements of additional information, as amended or
supplemented from time to time, copies of which will be supplied by us to you,
or in such supplemental literature or advertising as may be authorized by us or
the Trust in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us or the
Trust in any matter or in any respect, except as provided herein. By your
written acceptance of this Agreement, you agree to and do release, indemnify and
hold us and the Trust harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of Investor A Shares (or orders relating to the same) by or on behalf of
Customers. You and your employees will, upon request, be available during normal
business hours to consult with us or the Trust or our respective designees
concerning the performance of your responsibilities under this Agreement.
<PAGE>
Section 6. In consideration of the services and facilities provided by you
hereunder, we will pay to you and you will accept as full payment therefor, a
fee as described in the applicable then current prospectuses. The fees payable
under this Section 6 shall be used primarily for sales support services
provided, and related expenses incurred, by you. By your acceptance of this
Agreement, you agree to and do waive such portion of any fee payable to you
hereunder to the extent necessary to assure that such fee and other expenses
required to be accrued hereunder with respect to the Investor A Shares owned by
or on behalf of Customers on any day does not exceed the income to be accrued by
the Trust to such shares on that day. The fee rate payable to you may be
prospectively increased or decreased by us or by the Trust, in our or its sole
discretion, at any time upon notice to you. Further, we or the Trust may, in our
or its discretion and without notice, suspend or withdraw the sale of Investor A
Shares of any or all Funds, including the sale of Investor A Shares for the
account of any Customer or Customers.
Section 7. You agree to provide to us and the Trust, at least quarterly, a
written report of amounts expended by you in connection with the provision of
sales support services hereunder and the purposes for which such expenditures
were made. In addition, you will furnish us or the Trust or our respective
designees with such information as we or they may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Customers of the services described herein), and will otherwise cooperate with
us and the Trust and our respective designees (including, without limitation,
any auditors or legal counsel designated by us or the Trust), in connection with
the preparation of reports to the Trust's Board of Trustees concerning this
Agreement and the monies paid or payable by us pursuant hereto, as well as any
other reports or filings that may be required by law.
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that the compensation payable to you hereunder, together with
any other compensation you receive in connection with the investment of your
Customers' assets in Investor A Shares of the Funds, will be disclosed by you to
your Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not be excessive or unreasonable under the
laws and instruments governing your relationships with Customers. By your
written acceptance of this Agreement, you represent and warrant that: (i) in the
event an issue pertaining to this Agreement or the Investor A Shares'
Distribution Plan related hereto is submitted for shareholder approval, and you
have the authority to do so, you will vote any Investor A Shares held for your
own account in the same proportion as the vote of the Investor A Shares held for
your Customers' benefit; and (ii) you will not engage in activities pursuant to
this Agreement which constitute acting as a broker or dealer under state law
unless you have obtained any licenses required by such law. In addition, you
understand that this Agreement has been entered into pursuant to Rule 1 2b-1
under the Act, and is subject to the provisions of said Rule, as well as any
other applicable rules or regulations promulgated by the Securities and Exchange
Commission.
2
<PAGE>
Section 10. You agree to conform to compliance standards adopted by the
Trust or its distributor as to when a class of shares in a Fund may be
appropriately sold to particular investors.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee and continues
in effect until terminated. This Agreement is terminable with respect to any
Fund's Investor A Shares, without penalty, at any time by the Trust (which
termination may be by a vote of a majority of the disinterested Trustees of the
Trust or by vote of the holders of a majority of the outstanding Investor A
Shares of such Fund) or by us or you upon notice to the other party hereto.
Section 12. All notices and other communications to either you or us will
be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a conforming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the laws
of The Commonwealth of Massachusetts without giving effect to principles of
conflict of laws, and is nonassignable by the parties hereto.
Section 14. The names "Nations Fund Trust" and "Trustees" refer
respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of "Nations Fund
Trust" entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders,
officers, representatives or agents of the Trust personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
3
<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: One Exchange Place, 53 State Street, Boston,
Massachusetts 02109; Fax No. (617) 248-3473; Attention: Ms. Patricia L.
Bickimer.
Very truly yours,
FUNDS DISTRIBUTOR, INC.
Date: ___________________ By:____________________________________
Name:__________________________________
Title:_________________________________
Accepted and Agreed to:
---------------------------------------
(Firm Name)
---------------------------------------
(Address)
---------------------------------------
(City) (State) (County)
Fax #__________________________________
Attention______________________________
Date: ___________________ By:____________________________________
Attention:_____________________________
Name:__________________________________
Title:_________________________________
4
EX-99.B15(c)
NATIONS FUND TRUST
DISTRIBUTION PLAN
INVESTOR B SHARES -- MONEY MARKET FUNDS
INVESTOR C SHARES -- NON-MONEY MARKET FUNDS
This amended and restated Distribution Plan (this "Plan") has been adopted
by the Board of Trustees of Nations Fund Trust (the "Trust") in conformance with
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act").
Section 1. Payments for Distribution-Related Services. The Trust may pay its
Distributor for certain expenses that are incurred in connection with the
support and distribution of Investor B Shares of the Trust's Money Market Funds
and Investor C Shares of the Trust's Non-Money Market Funds (collectively, the
"Shares"), as defined in Exhibit A (collectively the "Funds"). Payments by the
Trust under the Plan will be calculated daily and paid monthly at a rate or
rates set from time to time by the Trust's Board of Trustees, provided that no
rate set by the Board for any Fund may exceed the annual rate of 0.10% of the
average daily net asset value of the Investor B Shares of the Money Market Funds
(as defined in Exhibit A) and 0.75% of the average daily net asset value of the
Investor C Shares of the Non-Money Market Funds (as defined in Exhibit A). 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 Trust'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
Trust is authorized to execute and deliver, in the name and on behalf of the
Trust, a written agreement with the Distributor in a form duly approved from
time to time by the Trust's Board of Trustees. 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).
<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 ("SEC") as in
effect from time to time.
Upon proper authorization by the Trust's Trustees 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 Trust'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 Trust under this Plan, provided that nothing herein shall be
deemed to preclude the payments such Funds are otherwise obligated to make to
(i) NationsBank of North Carolina, N.A. ("NationsBank"), pursuant to the
Investment Advisory Agreement (ii) NationsBank of Texas, N.A. ("NationsBank
Texas"), pursuant to the Custody Agreement, (iii) The Shareholder Services
Group, Inc. ("TSSG"), pursuant to the Transfer Agency and Registrar Agreement,
(iv) Stephens Inc. ("Stephens"), pursuant to the Administration Agreement, (v)
TSSG, pursuant to the Co-Administration Agreement, (vi) Servicing Agents,
pursuant to Shareholder Servicing Agreements and (vii) for the expenses
otherwise incurred by a Fund and the Trust on behalf of the Shares in the normal
conduct of such Fund's business pursuant to the Investment Advisory Agreement,
the Custody Agreement, the Transfer Agency and Registrar Agreement, the
Administration Agreement, the Co-Administration Agreement and the Shareholder
Servicing Agreements. To the extent any such payments by the Trust on behalf of
a Fund to NationsBank, NationsBank Texas, TSSG, Stephens or Servicing Agents; by
NationsBank, NationsBank Texas, TSSG, Stephens or Servicing Agents, or any
affiliate thereof, to any party pursuant to any agreement; or, generally, by the
Trust 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 have been approved pursuant to this Plan 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 Trust shall not be obligated to pay the Distributor (or Selling
Agents) for any expenses not previously reimbursed by the Trust or recovered
through contingent deferred sales charges.
2
<PAGE>
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 Trust's Officers and Board of Trustees, and the
Trustees 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 Trustees, including a
majority of the Trustees who are not "interested persons" (as defined in the
1940 Act) of the Trust 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
Trust's Board of Trustees in the manner described in Section 6.
Section 8. Amendments. The Plan may be amended at any time by the Board of
Trustees 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 Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust 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 Trustees. While this Plan is in effect,
the selection and nomination of those Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Trust shall be committed to the discretion
of such non-interested Trustees.
Section 11. Limitation of Liability. The names "Nations Fund Trust" and
"Trustees of Nations Fund Trust" refer respectively to the trust created and the
Trustees, as Trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated May 6, 1985, which is hereby referred to
and a copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "Nations Fund Trust" entered into in the name or on behalf
thereof by any of the Trustees, officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, Shareholders, officers, representatives or agents of the Trust
personally, but bind only the Trust Property (as defined in the Declaration of
Trust), and all persons dealing with a Fund's Shares of the Trust must look
solely to the Trust property belonging to such Fund's Shares for the enforcement
of any claims against the Trust.
3
<PAGE>
Section 12. Records. The Trust will preserve copies of this Plan,
Agreements, and any written reports regarding this Plan presented to the Board
of Trustees 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.
4
<PAGE>
EXHIBIT A
NATIONS FUND TRUST
The term "Non-Money Market Funds" used in the Plan shall refer to the
following Funds of the Trust:
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Equity Index Fund
Nations Managed Index Fund
Nations Managed SmallCap Index Fund
Nations Managed Value Index Fund
Nations Managed SmallCap Value Index Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Disciplined Equity Fund
Nations Balanced Assets Fund
Nations Short-Intermediate Government Fund
Nations Short-Term Income Fund
Nations Strategic Fixed Income Fund
Nations Diversified Income Fund
Nations Intermediate Municipal Bond Fund
Nations Municipal Income Fund
Nations Short-Term Municipal Income Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Kansas Intermediate Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
The term "Money Market Funds" used in the Plan shall refer to the following
Funds of the Trust:
Nations Government Money Market Fund
Nations Tax Exempt Fund
Dated: October 15, 1996
June 4, 1997
February 4, 1998
EX-99.B15(d)
SALES SUPPORT AGREEMENT
NATIONS FUND TRUST
INVESTOR B SHARES -- MONEY MARKET FUNDS
INVESTOR C SHARES -- NON-MONEY MARKET FUNDS
Ladies and Gentlemen:
We wish to enter into this Sales Support Agreement ("Agreement") with you
concerning the provision of sales support assistance relating to Investor B
Shares of the money market investment portfolios and Investor C Shares of the
non-money market investment portfolios (collectively, the "Funds") of Nations
Fund Trust (the "Trust"), of which we are the principal underwriter as defined
in the Investment Company Act of 1940 (the "1940 Act") and the exclusive agent
for the continuous distribution of said shares (the "Shares").
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide reasonable sales support assistance in
connection with the sale of Shares to your customers ("Customers"), which
assistance may include forwarding sales literature and advertising provided by
the Trust or by us to Customers and providing such other sales support
assistance as may be requested by us from time to time. All services rendered
hereunder by you shall be performed in a professional, competent and timely
manner.
Section 2. We recognize that you may be subject to the provisions of the
Glass-Steagall Act and other laws governing, among other things, the conduct of
activities by federally chartered and supervised banks and other banking
organizations. As such, you may be restricted in the activities you may
undertake and for which you may be paid. You will perform only those activities
which are consistent with statutes and regulations applicable to you. You will
act solely as agent for, upon the order of, and for the account of your
Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the sales support
services contemplated hereby.
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us, the Trust or the Shares
except those contained in the Trust's applicable then current prospectuses and
statements of additional information, as amended or supplemented from time to
time, copies of which will be supplied by us to you, or in such supplemental
literature or advertising as may be authorized by us or the Trust in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us or the
Trust in any matter or in any respect, except as provided herein. By your
written acceptance of this Agreement, you agree to and do release, indemnify and
hold us and the Trust harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of Shares (or orders relating to the same) by or on behalf of Customers. You and
your employees will, upon request, be available during normal business hours to
consult with us or the Trust or our respective designees concerning the
performance of your responsibilities under this Agreement.
1
<PAGE>
Section 6. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payment therefor, a
fee as described in the applicable then current prospectuses. The fees payable
under this Section 6 shall be used primarily for sales support services
provided, and related expenses incurred, by you. By your acceptance of this
Agreement, you agree to and do waive such portion of any fee payable to you
hereunder to the extent necessary to assure that such fee and other expenses
required to be accrued hereunder with respect to the Shares owned by or on
behalf of Customers on any day does not exceed the income to be accrued by the
Trust to such shares on that day. The fee rate payable to you may be
prospectively increased or decreased by us or by the Trust, in our or its sole
discretion, at any time upon notice to you. Further, we or the Trust may, in our
or its discretion and without notice, suspend or withdraw the sale of Shares of
any or all Funds, including the sale of Shares for the account of any Customer
or Customers.
Section 7. You agree to provide to us and the Trust, at least quarterly, a
written report of amounts expended by you in connection with the provision of
sales support services hereunder and the purposes for which such expenditures
were made. In addition, you will furnish us or the Trust or our respective
designees with such information as we or they may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Customers of the services described herein), and will otherwise cooperate with
us and the Trust and our respective designees (including, without limitation,
any auditors or legal counsel designated by us or the Trust), in connection with
the preparation of reports to the Trust's Board of Trustees concerning this
Agreement and the monies paid or payable by us pursuant hereto, as well as any
other reports or filings that may be required by law.
Section 8. We may enter into other similar Agreements with any other person or
persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent, warrant
and agree that the compensation payable to you hereunder, together with any
other compensation you receive in connection with the investment of your
Customers' assets in Shares of the Funds, will be disclosed by you to your
Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not be excessive or unreasonable under the
laws and instruments governing your relationships with Customers. By your
written acceptance of this Agreement, you represent and warrant that: (i) in the
event an issue pertaining to this Agreement or the Shares' Distribution Plan
related hereto is submitted for shareholder approval, and you have the authority
to do so, you will vote any Shares held for your own account in the same
proportion as the vote of the Shares held for your Customers' benefit; and (ii)
you will not engage in activities pursuant to this Agreement which constitute
acting as a broker or dealer under state law unless you have obtained any
licenses required by such law. In addition, you understand that this Agreement
has been entered into pursuant to Rule 12b-1 under the 1940 Act, and is subject
to the provisions of said Rule, as well as any other applicable rules or
regulations promulgated by the Securities and Exchange Commission.
2
<PAGE>
Section 10. You agree to conform to compliance standards adopted by the Trust or
its distributor as to when a class of shares in a Fund may be appropriately sold
to particular investors.
Section 11. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by us or our designee and continues in effect
until terminated. This Agreement is terminable with respect to any Fund's
Shares, without penalty, at any time by the Trust (which termination may be by a
vote of a majority of the disinterested Trustees of the Trust or by vote of the
holders of a majority of the outstanding Shares of such Fund) or by us or you
upon notice to the other party hereto.
Section 12. All notices and other communications to either you or us will be
duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a conforming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the laws of The
State of Arkansas without giving effect to principles of conflict of laws, and
is nonassignable by the parties hereto.
Section 14. The names "Nations Fund Trust" and "Trustees" refer respectively to
the trust created and the Trustees, as trustees but not individually or
personally, acting from time to time under a Declaration of Trust dated May 6,
1985 which is hereby referred to an a copy of which is on file at the office of
the State Secretary of The Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of "Nations Fund Trust" entered into in the
name or on behalf thereof by any of the Trustees, officers, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders, officers, representatives or agents of
the Trust personally, but bind only the Trust Property (as defined in the
Declaration of Trust), and all persons dealing with any class of shares of the
Trust must look solely to the Trust Property belonging to such class for the
enforcement of any claims against the Trust.
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<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: 111 Center Street, Little Rock, Arkansas
72201; Fax No. (501) 377-2331; Attention: Mr. Richard H. Blank, Jr.
Very truly yours,
STEPHENS INC.
By: _________________________
Name: _______________________
Title: _________________________
Accepted and Agreed to:
Selling Agent
------------------------------
(Firm Name
------------------------------
(Address)
------------------------------
(City) (State) (County)
Fax No.________________________
Date: __________________ Attention:________________________
By: _________________________
Name: _______________________
Date: __________________ Title: _________________________
4
EX-99.B15(e)
NATIONS FUND TRUST
INVESTOR B DISTRIBUTION PLAN
This Investor B Distribution Plan (formerly the "Investor N Distribution
Plan") (the "Plan") has been adopted by the Board of Trustees of Nations Fund
Trust (the "Trust") in conformance with Rule 12b-1 under the Investment Company
Act of 1940 (the "1940 Act").
Section 1. Payments for Distribution-Related Services. The Trust may
compensate or reimburse its Distributor for any activities or expenses primarily
intended to result in the sale of Investor B Shares of the Trust's Funds, as
listed on Exhibit A (collectively, the "Funds" or, individually, a "Fund").
Payments by the Trust 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 Trust's Board
of Trustees, 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
Trust is authorized to execute and deliver, in the name and on behalf of the
Trust, a written agreement with the Distributor in a form duly approved from
time to time by the Trust's Board of Trustees. 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.
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<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 Trust under this Plan, provided that nothing herein shall be
deemed to preclude the payments such Funds are otherwise obligated to make (i)
to NationsBank of North Carolina, N.A. ("NationsBank") pursuant to the
Investment Advisory Agreement, (ii) to NationsBank of Texas, N.A. ("NationsBank
Texas"), pursuant to the Custody Agreement, (iii) to The Shareholders Services
Group, Inc. ("TSSG"), pursuant to the Transfer Agency and Registrar Agreement,
(iv) to Stephens Inc. ("Stephens"), pursuant to the Administration Agreement,
(v) to TSSG, 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 Trust on behalf of the Investor B Shares in
the normal conduct of such Fund's business pursuant to the Investment Advisory
Agreement, the Custody Agreement, the Transfer Agency and Registrar Agreement,
the Administration Agreement, the Co-Administration Agreement and the
Shareholder Servicing Agreements. To the extent any such payments by the Trust
on behalf of a Fund to NationsBank, NationsBank Texas, TSSG, Stephens or
Servicing Agents; by NationsBank, NationsBank Texas, TSSG, Stephens or Servicing
Agents, or any affiliate thereof, to any party pursuant to any agreement; or,
generally, by the Trust 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 Investor B Shares within the context of Rule 12b-1 under the 1940
Act, then such payments shall be deemed to have been approved pursuant to this
Plan 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
Trust shall not be obligated to pay the Distributor (or Selling Agents) for any
expenses not previously reimbursed by the Trust 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 Trust's Officers and Board of Trustees, and the
Trustees 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.
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<PAGE>
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
Trustees, including a majority of the Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Trust 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
Trust's Board of Trustees in the manner described in Section 6.
Section 8. Amendments. This Plan may be amended at any time by the Board of
Trustees 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 Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Trust 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 Trustees. While this Plan is in effect,
the selection and nomination of those Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Trust shall be committed to the discretion
of such non-interested Trustees.
Section 11. Limitation of Liability. The names "Nations Fund Trust" and
"Trustees of Nations Fund Trust" refer respectively to the trust created and the
Trustees, as Trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated May 6, 1985, which is hereby referred to
and a copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "Nations Fund Trust" entered into in the name or on behalf
thereof by any of the Trustees, officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, Shareholders, officers, representatives or agents of the Trust
personally, but bind only the Trust Property (as defined in the Declaration of
Trust), and all persons dealing with a Fund's Investor B Shares of the Trust
must look solely to the Trust property belonging to such Fund's Investor B
Shares for the enforcement of any claims against the Trust.
3
<PAGE>
Section 12. Records. The Trust will preserve copies of this Plan, and any
Agreements and written reports regarding this Plan presented to the Board of
Trustees 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.
4
<PAGE>
EXHIBIT A
NATIONS FUND TRUST
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Disciplined Equity Fund
Nations Balanced Assets Fund
Nations Short-Term Income Fund
Nations Short-Intermediate Government Fund
Nations Strategic Fixed Income Fund
Nations Diversified Income Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Short-Term Municipal Income Fund
Nations Intermediate Municipal Bond Fund
Nations Municipal Income Fund
Nations Florida Intermediate Municipal Bond Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond Fund
Nations Georgia Municipal Bond Fund
Nations Kansas Intermediate Municipal Bond Fund
Nations Maryland Intermediate Municipal Bond Fund
Nations Maryland Municipal Bond Fund
Nations North Carolina Intermediate Municipal Bond Fund
Nations North Carolina Municipal Bond Fund
Nations South Carolina Intermediate Municipal Bond Fund
Nations South Carolina Municipal Bond Fund
Nations Tennessee Intermediate Municipal Bond Fund
Nations Tennessee Municipal Bond Fund
Nations Texas Intermediate Municipal Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate Municipal Bond Fund
Nations Virginia Municipal Bond Fund
Amended: February 4, 1998
5
EX-99.B15(f)
SALES SUPPORT AGREEMENT
NATIONS FUND TRUST
INVESTOR B SHARES
Ladies and Gentlemen:
We wish to enter into this Sales Support Agreement ("Agreement") with you
concerning the provision of sales support assistance relating to Investor B
Shares of the investment portfolios (the "Funds") of Nations Fund Trust (the
"Trust"), of which we are the principal underwriter as defined in the Investment
Company Act of 1940 (the "1940 Act") and the exclusive agent for the continuous
distribution of said shares.
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide reasonable sales support assistance in
connection with the sale of Investor B Shares to your customers ("Customers"),
which assistance may include forwarding sales literature and advertising
provided by the Trust or by us to Customers and providing such other sales
support assistance as may be requested by us from time to time. All services
rendered hereunder by you shall be performed in a professional, competent and
timely manner.
Section 2. We recognize that you may be subject to the provisions of the
Glass-Steagall Act and other laws governing, among other things, the conduct of
activities by federally chartered and supervised banks and other banking
organizations. As such, you may be restricted in the activities you may
undertake and for which you may be paid. You will perform only those activities
which are consistent with statutes and regulations applicable to you. You will
act solely as agent for, upon the order of, and for the account of your
Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the sales support
services contemplated hereby.
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us, the Trust or the Investor
B Shares except those contained in the Trust's applicable then current
prospectuses and statements of additional information, as amended or
supplemented from time to time, copies of which will be supplied by us to you,
or in such supplemental literature or advertising as may be authorized by us or
the Trust in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us or the
Trust in any matter or in any respect, except as provided herein. By your
written acceptance of this Agreement, you agree to and do release, indemnify and
hold us and the Trust harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of Investor B Shares (or orders relating to the same) by or on behalf of
Customers. You and your employees will, upon request, be available during normal
business hours to consult with us or the Trust or our respective designees
concerning the performance of your responsibilities under this Agreement.
1
<PAGE>
Section 6. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payment therefor, a
fee as described in the applicable then current prospectuses. The fees payable
under this Section 6 shall be used primarily for sales support services
provided, and related expenses incurred, by you. By your acceptance of this
Agreement, you agree to and do waive such portion of any fee payable to you
hereunder to the extent necessary to assure that such fee and other expenses
required to be accrued hereunder with respect to the Investor B Shares owned by
or on behalf of Customers on any day does not exceed the income to be accrued by
the Trust to such shares on that day. The fee rate payable to you may be
prospectively increased or decreased by us or by the Trust, in our or its sole
discretion, at any time upon notice to you. Further, we or the Trust may, in our
or its discretion and without notice, suspend or withdraw the sale of Investor B
Shares of any or all Funds, including the sale of Investor B Shares for the
account of any Customer or Customers.
Section 7. You agree to provide to us and the Trust, at least quarterly, a
written report of amounts expended by you in connection with the provision of
sales support services hereunder and the purposes for which such expenditures
were made. In addition, you will furnish us or the Trust or our respective
designees with such information as we or they may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Customers of the services described herein), and will otherwise cooperate with
us and the Trust and our respective designees (including, without limitation,
any auditors or legal counsel designated by us or the Trust), in connection with
the preparation of reports to the Trust's Board of Trustees concerning this
Agreement and the monies paid or payable by us pursuant hereto, as well as any
other reports or filings that may be required by law.
Section 8. We may enter into other similar Agreements with any other person or
persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent, warrant
and agree that the compensation payable to you hereunder, together with any
other compensation you receive in connection with the investment of your
Customers' assets in Investor B Shares of the Funds, will be disclosed by you to
your Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not be excessive or unreasonable under the
laws and instruments governing your relationships with Customers. By your
written acceptance of this Agreement, you represent and warrant that: (i) in the
event an issue pertaining to this Agreement or the Investor B Shares'
Distribution Plan related hereto is submitted for shareholder approval, and you
have the authority to do so, you will vote any Investor B Shares held for your
own account in the same proportion as the vote of the Investor B Shares held for
your Customers' benefit; and (ii) you will not engage in activities pursuant to
this Agreement which constitute acting as a broker or dealer under state law
unless you have obtained any licenses required by such law. In addition, you
understand that this Agreement has been entered into pursuant to Rule 12b-1
under the 1940 Act, and is subject to the provisions of said Rule, as well as
any other applicable rules or regulations promulgated by the Securities and
Exchange Commission.
2
<PAGE>
Section 10. You agree to conform to compliance standards adopted by the Trust or
its distributor as to when a class of shares in a Fund may be appropriately sold
to particular investors.
Section 11. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by us or our designee and continues in effect
until terminated. This Agreement is terminable with respect to any Fund's
Investor B Shares, without penalty, at any time by the Trust (which termination
may be by a vote of a majority of the disinterested Trustees of the Trust or by
vote of the holders of a majority of the outstanding Investor B Shares of such
Fund) or by us or you upon notice to the other party hereto.
Section 12. All notices and other communications to either you or us will be
duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a conforming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the laws of The
State of Arkansas without giving effect to principles of conflict of laws, and
is nonassignable by the parties hereto.
Section 14. The names "Nations Fund Trust" and "Trustees" refer respectively to
the trust created and the Trustees, as trustees but not individually or
personally, acting from time to time under a Declaration of Trust dated May 6,
1985 which is hereby referred to and a copy of which is on file at the office of
the State Secretary of The Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of "Nations Fund Trust" entered into in the
name or on behalf thereof by any of the Trustees, officers, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders, officers, representatives or agents of
the Trust personally, but bind only the Trust Property (as defined in the
Declaration of Trust), and all persons dealing with any class of shares of the
Trust must look solely to the Trust Property belonging to such class for the
enforcement of any claims against the Trust.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following
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<PAGE>
address: 111 Center Street, Little Rock, Arkansas 72201; Fax No. (501) 377-2331;
Attention: Mr. Richard H. Blank, Jr.
Very truly yours,
STEPHENS INC.
By: _________________________
Name: _______________________
Title: _________________________
Accepted and Agreed to:
Selling Agent
------------------------------
(Firm Name
------------------------------
(Address)
------------------------------
(City) (State) (County)
Fax No.________________________
Date: __________________ Attention:________________________
By: _________________________
Name: _______________________
Date: __________________ Title: _________________________
4
EX-99.B15(g)
NATIONS FUND TRUST
SHAREHOLDER ADMINISTRATION
PLAN ("PLAN") FOR PRIMARY B SHARES
Section 1. Each of the proper officers of Nations Fund Trust (the "Trust")
is authorized to execute and deliver, in the name and on behalf of the Trust,
written agreements based substantially on the form attached hereto as Appendix A
or any other form duly approved by the Trust's Board of Trustees ("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
Trust's Funds (as listed on Exhibit I) offering such shares provided that any
material modifications of services listed in the Agreement shall be presented
for approval or ratification by the Trustees 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 Trust'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 Trust's administrator and/or co-administrator shall monitor
the arrangements pertaining to the Trust's Agreements with Servicing Agents. The
Trust's administrator and co-administrator shall not, however, be obligated by
this Plan to recommend, and the Trust shall not be obligated to execute, any
Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Trust's distributor
shall provide to the Trust's Board of Trustees, and the Trustees 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.
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<PAGE>
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 Trustees, including a
majority of the Trustees who are not "interested persons," as defined in the
Investment Company Act of 1940 (the "Act"), of the Trust and have no direct or
indirect financial interest in the operation of this Plan or in any Agreement
related to this Plan (the "Disinterested Trustees") 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 Trust's Board of Trustees, 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 Trustees.
Section 7. While this Plan is in effect, the selection and nomination of
the Disinterested Trustees shall be committed to the discretion of such
Disinterested Trustees.
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 Trust will preserve copies of this Plan, Agreements, and
any written reports regarding this Plan presented to the Board of Trustees for a
period of not less than six years.
2
<PAGE>
EXHIBIT I
NATIONS FUND TRUST
Nations Value Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Equity Index Fund
Nations Managed Index Fund
Nations Managed SmallCap Index Fund
Nations Managed Value Index Fund
Nations Managed SmallCap Value Index Fund
Nations Disciplined Equity Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Balanced Assets Fund
Nations Short-Term Income Fund
Nations Short-Intermediate Government Fund
Nations Strategic Fixed Income Fund
Nations Diversified Income Fund
Dated: June 4, 1997
Last Amended:August 7, 1998
3
