As filed with the Securities and Exchange Commission
on March 7, 2000
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. 65 [x]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 67 [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>
<CAPTION>
It is proposed that this filing will become effective (check appropriate box):
<S> <C> <C> <C> <C> <C> <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. 65 to the
Nations Fund Trust (the "Trust") Registration Statement for the purpose of
filing all corporate documents and agreements. The prospectuses and Statement of
Additional Information are hereby incorporated by reference to Post-Effective
Amendment No. 63, filed on July 30, 1999.
<PAGE>
<TABLE>
<CAPTION>
NATIONS FUND TRUST
CROSS REFERENCE SHEET
Part A
Item No. Prospectus
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<S> <C>
1. Front and Back Cover Pages ................................ Front and Back Cover Pages
2. Risk/Return Summary: Investments, Risks
and Performance............................................. About this Prospectus
3. Risk/Return Summary: Fee Tables............................. About the Funds; Financial Highlights
4. Investment Objectives, Principal
Investment Strategies, and Related Risks.................... About the Funds; Other Important
Information
5. Management's Discussion of Fund
Performance................................................. About the Funds
6. Management, Organization, and
Capital Structure........................................... What's Inside; About the Funds;
How the Funds Are Managed;
About your Investment
7. Shareholder Information..................................... About the Funds; About your
Investment
8. Distribution Arrangements................................... Information for Investors
9. Financial Highlights Information............................ Financial Highlights; About the Funds
Part B
Item No.
- --------
10. Cover Page and Table of Contents............................ Cover Page and Table of Contents
11. Fund History................................................ Introduction
<PAGE>
12. Description of the Fund and Its
Investments and Risks....................................... Additional Information on Portfolio
Investments
13. Management of the Funds..................................... Trustees And Officers; Investment
Advisory, Administration, Custody Transfer
Agency, Shareholder Servicing and
Distribution Agreements
14. Control Persons and Principal
Holders of Securities....................................... Not Applicable
15. Investment Advisory and Other Services...................... Investment Advisory,
Administration, Custody, Transfer Agency,
Shareholder Servicing And Distribution
Agreements
16. Brokerage Allocation and Other Practices.................... Portfolio Transactions and
Brokerage--General Brokerage Policy
17. Capital Stock and Other
Securities.................................................. Description Of Shares;
Investment Advisory, Administration,
Custody, Transfer Custody, Transfer
Agency, Shareholder Servicing And
Distribution Agreements
18. Purchase, Redemption and Pricing
of Shares................................................... Net Asset Value -- Purchases
And Redemptions; Distributor
19. Taxation of the Fund........................................ Additional Information Concerning
Taxes
20. Underwriters................................................ Investment Advisory,
Administration Custody, Transfer Agency
Shareholder Servicing And Distribution
Agreements; Distributor
21. Calculation of Performance Data............................. Additional Information on
Performance
22. Financial Statements........................................ Independent Accountant and
Reports
<PAGE>
Part C
Item No. Other Information
- -------- -----------------
Information required to be
included in Part C is set
forth under the appropriate
Item, so numbered, in
Part C of this Document
</TABLE>
<PAGE>
NATIONS FUND TRUST
ONE BANK OF AMERICA PLAZA
33rd Floor
Charlotte, NC 28255
1-800-626-2275
FORM N-1A
PART C
OTHER INFORMATION
ITEM 23. Exhibits
All references to the "Registration Statement" in the following
list of Exhibits refer to the Registrant's Registration Statement on Form N-1A
(File Nos. 2-97817; 811-4305)
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<CAPTION>
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Exhibit Letter Description
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<S> <C> <C> <C> <C> <C> <C>
(a) Articles of Incorporation:
(a)(1) Declaration of Trust dated May 6, 1985, filed herewith.
(a)(2) Certificate pertaining to the classification of shares dated May 17, 1985, filed
herewith.
(a)(3) Amendment to Declaration of Trust dated July 27, 1987, filed herewith.
(a)(4) Certificate and Amendment to Declaration of Trust dated September 13, 1989, filed
herewith.
(a)(5) Certificate pertaining to the classification of shares dated August 24, 1990, filed
herewith.
(a)(6) Certificate and Amendment to Declaration of Trust dated November 26, 1990, filed
herewith.
(a)(7) Certificate pertaining to the classification of shares dated July 18, 1991, filed
herewith.
(a)(8) Certificate pertaining to the classification of shares dated November 14, 1991,
filed herewith.
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C-1
<PAGE>
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(a)(9) Amendment to Declaration of Trust dated March 25, 1992, filed herewith.
(a)(10) Certificate pertaining to the classification of shares dated March 26, 1992, filed
herewith.
(a)(11) Amendment to Declaration of Trust dated September 21, 1992, filed herewith.
(a)(12) Certificate pertaining to the classification of shares dated March 19, 1993,
filed herewith.
(a)(13) Certificate pertaining to the classification of shares dated July 8, 1993, filed
herewith.
(a)(14) Certificate pertaining to the classification of shares dated September 21, 1993,
filed herewith.
(a)(15) Certificate pertaining to the classification of shares dated February 7, 1994,
filed herewith.
(a)(16) Certificate pertaining to the classification of shares dated March 24, 1994, filed
herewith.
(a)(17) Certificate pertaining to the classification of shares dated December 14, 1994,
filed herewith.
(a)(18) Certificate pertaining to classification of shares dated January 26, 1995, filed
herewith.
(a)(19) Certificate pertaining to the classification of shares filed October 20, 1995,
filed herewith.
(a)(20) Amendment to Declaration of Trust dated March 24, 1995, filed herewith.
(a)(21) Certificate pertaining to the classification of shares dated June 4, 1998, filed
herewith.
(a)(22) Certificate pertaining to the classification of shares dated August 7, 1998, filed
herewith.
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C-2
<PAGE>
- ---------------------- -------------------------------------------------------------------------------------
(a)(23) Amendment pertaining to the appointment of Registered Agent and Registered Office
dated April 27, 1999, filed herewith
(a)(24) Certificate pertaining to the classification of shares dated May 26, 1999, filed
herewith.
(a)(25) Certificate pertaining to the classification of shares dated February 14, 2000,
filed herewith.
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(b) Bylaws:
(b)(1) Amended and Restated Code of Regulations last amended May 26, 1999, filed herewith.
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(c) Instruments Defining Rights of Securities Holders:
Not Applicable
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(d) Investment Advisory Contracts:
(d)(1) Investment Advisory Agreement between Banc of America Advisors, Inc. (formerly
NationsBanc Advisors, Inc.) ("BAAI") and Nations Fund Trust ("Registrant") dated
January 1, 1996, Schedule I dated February 14, 2000, filed herewith.
(d)(2) Sub-Advisory Agreement among BAAI, Banc of America Capital Management, Inc.
(formerly, TradeStreet Investments Associates, Inc.) ("BACAP") and the Registrant
dated January 1, 1996, Schedule I dated February 14, 2000, filed herewith.
- ---------------------- -------------------------------------------------------------------------------------
(e) Underwriting Contracts:
(e)(1) Distribution Agreement between the Registrant and Stephens Inc. ("Stephens") dated
September 1, 1993, Schedule I amended February 14, 2000, filed herewith.
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(f) Bonus or Profit Sharing Contracts:
(f)(1) Deferred Compensation Plan dated July 13, 1995, filed herewith.
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C-3
<PAGE>
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(g) Custodian Agreement:
(g)(1) Custody Agreement between the Registrant and The Bank of
New York ("BNY") dated October 19, 1998, Schedule I dated
February 14, 2000, filed herewith.
(g)(2) Amendment to the Custody Agreement dated September 1, 1999, filed herewith.
(g)(3) Amendment to the Custody Agreement dated February 14, 2000, filed herewith
- ---------------------- -------------------------------------------------------------------------------------
(h) Other Material Contracts:
(h)(1) Co-Administration Agreement among the Registrant,
Stephens and BAAI dated December 1, 1998, Schedule I
dated February 14, 2000, filed herewith.
(h)(2) Sub-Administration Agreement among the Registrant, BNY
and BAAI dated December 1, 1998, Schedule I dated
February 14, 2000, filed herewith.
(h)(3) Shareholder Servicing Plan relating to Primary B Shares, filed herewith.
(h)(4) Shareholder Servicing Plan relating to Investor A Shares, filed herewith.
(h)(5) Amended and Restated Shareholder Servicing Plan relating to Investor B Shares of
the Money Market Funds and Investor C Shares of the
Non-Money Market Funds, Schedule I amended February 14,
2000, filed herewith.
(h)(6) Shareholder Servicing Plan relating to Investor C Shares
of the Money Market Funds and Investor B Shares of the
Non-Money Market Funds, Exhibit I amended February 14,
2000, filed herewith.
(h)(7) Shareholder Servicing Plan relating to Daily Shares of the Money Market Funds,
filed herewith.
(h)(8) Transfer Agency and Services Agreement between PFPC Inc.
(formerly First Data Investor Services Group) ("PFPC")
and the Nations Funds family dated June 1, 1995, Schedule
G dated February 14, 2000, filed herewith.
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C-4
<PAGE>
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(h)(9) Amendment to Transfer Agency and Services Agreement dated January 1, 1999, filed
herewith.
(h)(10) Sub-Transfer Agency and Services Agreement between PFPC
and Bank of America, N.A. ("Bank of America") dated
September 11, 1995, Schedule A dated February 14, 2000,
filed herewith.
(h)(11) Cross Indemnification Agreement among Nations Fund, Inc., Nations Reserves, Nations
Master Investment Trust, Nations Funds Trust and the Registrant dated February 14,
2000, filed herewith.
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(i) Legal Opinion
Not Applicable
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(j) Other Opinions
Not Applicable
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(k) Omitted Financial Statements
Not Applicable
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(l) Initial Capital Agreements:
Not Applicable
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(m) Rule 12b-1 Plans:
(m)(1) Shareholder Administration Plan relating to Primary B
Shares, Exhibit I amended August 19, 1999, filed
herewith.
(m)(2) Shareholder Servicing and Distribution Plan relating to
Investor A Shares, Exhibit A amended February 14, 2000,
filed herewith.
(m)(3) Distribution Plan relating to Investor B Shares, Exhibit
A amended February 14, 2000, filed herewith.
(m)(4) Distribution Plan relating to Investor B Shares of the
Money Market Funds and Investor C Shares of the Non-Money
Market Funds, Exhibit A amended February 14, 2000, filed
herewith.
(m)(5) Distribution Plan relating to Daily Shares, filed herewith.
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C-5
<PAGE>
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(n) Financial Data Schedule:
Not Applicable
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(o) Rule 18f-3 Plan:
(o)(1) Rule 18f-3 Multi-Class Plan amended February 14, 2000, filed herewith.
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(p) Powers of Attorney for Edmund L. Benson, Charles B. Walker, A. Max Walker, Thomas
S. Word, Jr., William H. Grigg, James Ermer, Thomas F. Keller, Carl E. Mundy, Jr.,
James B. Sommers and Cornelius J. Pings, filed herewith.
- ---------------------- -------------------------------------------------------------------------------------
</TABLE>
ITEM 24. Persons Controlled by of Under Common Control with the Fund
No person is controlled by or under common control with the Registrant.
ITEM 25. Indemnification
Article IX, Section 9.3 of the Registrant's Declaration of Trust
provides for the indemnification of the Registrant's trustees and employees.
Indemnification of the Registrant's administrators, distributor, custodian, and
transfer agents is provided for, respectively, in the Registrant's:
1. Co-Administration Agreement with Stephens and BAAI;
2. Sub-Administration Agreement with BNY and BAAI;
3. Distribution Agreement with Stephens;
4. Custody Agreement with BNY;
5. Transfer Agency and Services Agreement with PFPC; and
6. Sub-Transfer Agency and Services Agreement with PFPC and Bank
of America.
C-6
<PAGE>
The Registrant has entered into a Cross Indemnification Agreement with
Nations Fund, Inc. (the "Company"), Nations Reserves ("Reserves"), Nations
Master Investment Trust ("Master Trust") and Nations Funds Trust ("Funds Trust")
dated February 14, 2000. The Company, Reserves, Master Trust and/or Funds Trust
will indemnify and hold harmless the Registrant against any losses, claims,
damages or liabilities, to which the Registrant may become subject, under the
Securities Act of 1933, as amended (the "1933 Act") and the Investment Company
Act of 1940, as amended (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 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
Registrant by the Company, Reserves, Master Trust and/or Funds Trust expressly
for use therein; and will reimburse the Registrant for any legal or other
expenses reasonably incurred by the Registrant in connection with investigating
or defending any such action or claim; provided, however, that the Company,
Reserves, the Master Trust and/or Funds 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 Company, Reserves, Master
Trust and/or Funds Trust by the Registrant 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.
The Registrant has obtained from a major insurance carrier a trustees'
and officers' liability policy covering certain types of errors and omissions.
In no event will the Registrant indemnify any of its trustees, officers,
employees, or agents against any liability to which such person would otherwise
be subject by reason of his/her willful misfeasance, bad faith, gross negligence
in the performance of his/her duties, or by reason of his reckless disregard of
the duties involved in the conduct of his/her office or arising under his/her
agreement with the Registrant. The Registrant will comply with Rule 484 under
the 1933 Act and Release No. 11330 under the 1940 Act in connection with any
indemnification.
C-7
<PAGE>
Insofar as indemnification for liability arising under the 1933 Act may
be permitted to trustees, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission ("SEC")
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of the 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, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
ITEM 26. Business and Other Connections of the Investment Adviser
To the knowledge of the Registrant, none of the directors or officers
of BAAI, the adviser to the Registrant's portfolios, or BACAP, the investment
sub-adviser, except those set forth below, are or have been, at any time during
the past two calendar years, engaged in any other business, profession, vocation
or employment of a substantial nature, except that certain directors and
officers also hold various positions with, and engage in business for, the
company that owns all the outstanding stock (other than directors' qualifying
shares) of BAAI or BACAP, respectively, or other subsidiaries of Bank of America
Corporation.
(a) BAAI performs investment advisory services for the Registrant and
certain other customers. BAAI is a wholly-owned subsidiary of Bank of America,
which in turn is a wholly-owned banking subsidiary of Bank of America
Corporation. Information with respect to each director and officer of the
investment adviser is incorporated by reference to Form ADV filed by BAAI with
the SEC pursuant to the Investment Advisers Act of 1940, as amended (the
"Advisers Act") (file no. 801-49874).
(b) BACAP performs investment sub-advisory services for the Registrant
and certain other customers. BACAP is a wholly-owned subsidiary of Bank of
America Corporation. Information with respect to each director and officer of
the investment sub-adviser is incorporated by reference to Form ADV filed by
BACAP (formerly TradeStreet Investment Associates, Inc.) with the SEC pursuant
to the Advisers Act (file no. 801-50372).
ITEM 27. Principal Underwriters
(a) Stephens, distributor for the Registrant, does not presently act as
investment adviser for any other registered investment companies, but does act
as distributor for Nations Fund, Inc., Nations Reserves, Nations LifeGoal Funds,
Inc., Nations Annuity Trust, Nations Funds Trust, Wells Fargo Trust, Wells Fargo
Variable Trust, and is the exclusive placement agent for Master Investment
Trust, Managed Series Investment Trust, Wells Fargo Core Trust, Nations Master
Investment Trust and Master Investment Portfolio, all of which are registered
open-end management investment companies, and has acted as principal underwriter
for the Liberty Term Trust, Inc., Nations Government Income Term Trust 2003,
Inc., Nations Government Income Term Trust 2004, Inc. and the Managed Balanced
Target Maturity Fund, Inc., closed-end management investment companies.
C-8
<PAGE>
(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV
filed by Stephens with the SEC pursuant to the 1940 Act (file
No. 501-15510).
(c) Not applicable.
ITEM 28. Location of Accounts and Records
(1) BAAI, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment adviser and
co-administrator).
(2) BACAP, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment sub-adviser).
(3) Stephens, 111 Center Street, Little Rock, AR 72201 (records
relating to its function as distributor and co-administrator).
(4) PFPC, 400 Bellevue Parkway, Wilmington, DE 19809 (records relating
to its function as transfer agent).
(5) BNY, 100 Church Street, New York, NY 10286
(records relating to its function as custodian and
sub-administator).
(6) Bank of America, One Bank of America Plaza, Charlotte, NC 28255
(records relating to its function as sub-transfer agent).
ITEM 29. Management Services
Not Applicable
ITEM 30. Undertakings
Not Applicable
C-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Little
Rock, State of Arkansas on the 6th day of March, 2000.
NATIONS 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:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
* President and Chairman March 6, 2000
- ---------------------------------- of the Board of Trustees
(A. Max Walker) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Treasurer March 6, 2000
- ---------------------------------- Secretary
(Richard H. Blank, Jr.) (Principal Financial and Accounting Officer)
* Trustee March 6, 2000
- ----------------------------------
(Edmund L. Benson, III)
* Trustee March 6, 2000
- ----------------------------------
(James Ermer)
* Trustee March 6, 2000
- ----------------------------------
(William H. Grigg)
* Trustee March 6, 2000
- ----------------------------------
(Thomas F. Keller)
* Trustee March 6, 2000
- ----------------------------------
(Carl E. Mundy, Jr.)
* Trustee March 6, 2000
- ----------------------------------
(Cornelius J. Pings)
* Trustee March 6, 2000
- ----------------------------------
(Charles B. Walker)
* Trustee March 6, 2000
- ----------------------------------
(Thomas S. Word)
* Trustee March 6, 2000
- ----------------------------------
(James B. Sommers)
/s/ Richard H. Blank, Jr.
- ----------------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
</TABLE>
<PAGE>
Nations Fund Trust
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
EX-99.A1 Declaration of Trust
EX-99.A2 Certificate: Classification of Shares (5/17/85)
EX-99.A3 Amendment to Declaration of Trust
EX-99.A4 Certificate and Amendment to Declaration of Trust
EX-99.A5 Certificate: Classification of Shares (8/24/90)
EX-99.A6 Certificate and Amendment to Declaration of Trust
EX-99.A7 Certificate: Classification of Shares (7/18/91)
EX-99.A8 Certificate: Classification of Shares (11/14/91)
EX-99.A9 Amendment to Declaration of Trust
EX-99.A10 Certificate: Classification of Shares (3/26/92)
EX-99.A11 Amendment to Declaration of Trust
EX-99.A12 Certificate: Classification of Shares (3/19/93)
EX-99.A13 Certificate: Classification of Shares (7/8/93)
EX-99.A14 Certificate: Classification of Shares (9/21/93)
EX-99.A15 Certificate: Classification of Shares (2/7/94)
EX-99.A16 Certificate: Classification of Shares (3/24/94)
EX-99.A17 Certificate: Classification of Shares (12/14/94)
EX-99.A18 Certificate: Classification of Shares (1/26/95)
EX-99.A19 Certificate: Classification of Shares (10/20/95)
EX-99.A20 Amendment to Declaration of Trust
EX-99.A21 Certificate: Classification of Shares (6/4/98)
EX-99.A22 Certificate: Classification of Shares (8/7/98)
EX-99.A23 Amendment Pertaining to the Appointment of Reg. Agent
EX-99.A24 Certificate: Classification of Shares (5/26/99)
EX-99.A25 Certificate: Classification of Shares (2/14/00)
EX-99.B1 Amended and Restated Code of Regulations
EX-99.D1 Investment Advisory Agreement
EX-99.D2 Sub-Advisory Agreement - TradeStreet Investment Associates, Inc.
EX-99.E1 Distribution Agreement
EX-99.F1 Nations Funds Deferred Compensation Plan
EX-99.G1 Custody Agreement
EX-99.G2 Amendment to the Custody Agreement
EX-99.G3 Amendment No. 2 to the Custody Agreement
EX-99.H1 Co-Administration Agreement
EX-99.H2 Sub-Administration Agreement
EX-99.H3 Shareholder Servicing Plan--Primary B Shares
EX-99.H4 Shareholder Servicing Plan--Investor A Shares
EX-99.H5 Amended and Restated Shareholder Servicing Plan
EX-99.H6 Shareholder Servicing Plan--Investor C Shares
EX-99.H7 Shareholder Servicing Plan--Daily Shares
EX-99.H8 Transfer Agency Agreement
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
EX-99.H9 Amendment to Transfer Agency
EX-99.H10 Sub-Transfer Agency Agreement
EX-99.H11 Cross Indemnification Agreement
EX-99.M1 Shareholder Administration Plan
EX-99.M2 Shareholder Servicing and Distribution Plan
EX-99.M3 Distribution Plan--Investor B Shares
EX-99.M4 Distribution Plan--Investor B Shares of Money Market Funds
EX-99.M5 Distribution Plan--Daily Shares
EX-99.O1 Rule 18f-3 Plan
EX-99.P Powers of Attorney
</TABLE>
DECLARATION OF TRUST
MarketMaster Trust
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.
C. The "Regulations" shall refer to the Code of Regulations of the
Trust as adopted and amended from time to time.
<PAGE>
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.
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
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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 thereof, 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
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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.
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
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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.
(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(l) 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.
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(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
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 -he 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.
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(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;
(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.
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In connection with the termination of a class of Shares and the winding
up of its affairs, all of the powers of the Trustees under this Declaration o'
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.
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 holder.
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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.
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
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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, a "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.
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.
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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 through
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.
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.
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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.
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.
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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, s 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 off any class for purposes of
sales, redemptions, repurchases of Shares or otherwise.
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
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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 property 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
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
or 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.
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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.
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. Meeting of Shareholders may !De 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
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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, provide 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.
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.
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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).
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 oil 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
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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.
9.5. Limitation of Shareholder Liability. 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 `rust 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
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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 or 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.
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 upon such terms and conditions and for such
consideration when and as authorized by
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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).
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 -he Secretary or any
Assistant Secretary of the Trust stating that such action was duly taken in the
manner provided here-,n, 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 matter's 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 -he
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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 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.
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
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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, III
----------------------------
Edmund L. Benson, III
/s/ James Erner
----------------------------
James Ermer
/s/ Charles B. Walker
----------------------------
Charles B. Walker
/s/ Thomas S. Word, Jr.
----------------------------
Thomas S. Word, Jr.
24
<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.
Illegible
------------------------------------
Notary Public
25
<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.
Illegible
------------------------------------
Notary Public
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.
Illegible
------------------------------------
Notary Public
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.
Illegible
------------------------------------
Notary Public
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, III
----------------------------
W. Bruce McConnel, III
Dated: May 17, 1985
Subscribed and Sworn to before me this 17th day of May, 1985.
/s/ Susan L. Lucas
---------------------------
Notary Public
My Commission Expires: August 22, 1988
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
/s/ W. Bruce McConnel, III
---------------------------
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
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
1
<PAGE>
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.
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
2
<PAGE>
of the holders of shares of beneficial interest in the Trust
other than Class F 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 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
3
<PAGE>
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 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
4
<PAGE>
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
(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,
5
<PAGE>
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;
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,
6
<PAGE>
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 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 15th Secretary
day of September, 1989
/s/ Annamarie F. Angelo
- ------------------------
Notary Public
My commission expires: 11/17/89
8
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
<PAGE>
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 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;
(c) no Class I shares shall bear the expenses and
liabilities described in subparagraph (b) above; and
2
<PAGE>
(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
3
<PAGE>
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.
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
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
2
<PAGE>
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.
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
3
<PAGE>
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;
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.
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
4
<PAGE>
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,
5
<PAGE>
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;
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
6
<PAGE>
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.
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
7
<PAGE>
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 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
8
<PAGE>
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.
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
10
<PAGE>
submitted to a vote of the holders of shares of beneficial interest in
the Trust other than said Class C-Special Series 1 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,
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;
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
11
<PAGE>
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.
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class F share and each Class F-Special Series 1 share
shall have
12
<PAGE>
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
15
<PAGE>
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.
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,
16
<PAGE>
exchange, or liquidation thereof, any assets derived from any
reinvestment of such proceeds in whatever form;
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:
(a) on any matter that pertains to the agreements or expenses
and liabilities described in clause (a) of the immediately preceding
resolution (or
17
<PAGE>
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
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
<PAGE>
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 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;
(c) no Class L shares shall bear the expenses and
liabilities described in subparagraph (b) above; and
2
<PAGE>
(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
3
<PAGE>
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.
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
4
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 October 8, 1991:
Creation of Class M Shares and Class M-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 M 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 M shares of beneficial interest in the Trust, said
series to be designated as Class M-Special Series 1;
FURTHER RESOLVED, that all consideration received by
the Trust for the issue or sale of Class M shares and Class
M-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 M 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 M shares, Class M-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 M share and Class M-Special Series 1 share shall
represent in proportion to their respective net asset values
with each such other share 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 M share and each
Class M-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 M share of beneficial interest (irrespective of
<PAGE>
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 M
shares, Class M-Special Series 1 shares or such other shares
and in respect of any general expenses and liabilities of the
Trust allocated to Class M shares, Class M-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 M 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 M shares;
(b) only the Class M-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 M-Special Series 1
shares;
(c) no Class M shares shall bear the
expenses and liabilities described in subparagraph
(b) above; and
(d) no Class M-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 M share and each Class
M-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 M 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 M 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
<PAGE>
Class M shares, such other affected shares shall also be
entitled to vote, and in such case said Class M 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 M
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 M 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 N Shares and Class N-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 N 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 N shares of beneficial interest in the Trust, said
series to be designated as Class N-Special Series 1;
FURTHER RESOLVED, that all consideration received by
the Trust for the issue or sale of Class N shares and Class
N-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 N 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 N shares, Class N-Special Series 1
shares or such other shares by the Board of Trustees in
accordance with
<PAGE>
the Trust's Declaration of Trust, and each Class N share and
Class N-Special Series 1 share shall represent in proportion
to their respective net asset values with each such other
share 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 N share and each
Class N-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 N 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 N
shares, Class N-Special Series 1 shares or such other shares
and in respect of any general expenses and liabilities of the
Trust allocated to Class N shares, Class N-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 N 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 N shares;
(b) only the Class N-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 N-Special Series 1
shares;
(c) no Class N shares shall bear the
expenses and liabilities described in subparagraph
(b) above; and
(d) no Class N-Special Series I shares shall
bear the expenses and liabilities described in
subparagraph (a) above.
FURTHER RESOLVED, that except as otherwise provided
by these resolutions, each Class N share and each Class
N-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
<PAGE>
conditions of redemption as each other share of beneficial
interest in the Trust now or hereafter designated as a Class N
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 N 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 N shares, such other affected shares
shall also be entitled to vote, and in such case said Class N
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 N 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 N 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.
The foregoing resolutions remain in full force and effect as of the date hereof.
Dated: November 14, 1991 /s/ W. Bruce McConnel, III
---------------------------
W. Bruce McConnel, III
Secretary
Subscribed and sworn to before
me this 14th day of November, 1991.
/s/ Georgeanna Griffith
- -------------------------
Notary Public of Commissioner of Deeds
My Commission Expires: 1-13-94
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
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
1
<PAGE>
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
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
2
<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;
3
<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
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
5
<PAGE>
"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
6
<PAGE>
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
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
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
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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 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;
(iii) Trust A Shares: to be offered to customers of certain banks
and other financial institutions; and
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(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.
(v) Nations Capital Growth Fund shall include four classes of
shares: Nations Capital Growth Fund -
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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
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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
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
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(xi) independent accountants' fees relating solely to a particular Class of
Shares; and further
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.
The Trust has changed its principal address from:
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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
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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:
(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
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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
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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;
(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;
(vi) Nations Balanced Fund--Investor C Shares;
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(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
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"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 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
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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
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
<PAGE>
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
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
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 August 4, 1993:
WHEREAS, the Distributor has provided the 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 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 an exemption 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, the Distributor has recommended the establishment of ten new
investment portfolios, the 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 (the "New Funds"), which are to have the
following characteristics:
(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 annual 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 4.50% of the
offering price of the New Funds, and to be subject to
certain retail transfer agency fees
<PAGE>
(except that Nations Equity Index Fund shall not
offer Investor A Shares);
(ii) Investor C 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 the payment of
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 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 New Funds; to be
subject to a contingent deferred sales charge, not to
exceed 5.00%, on redemptions occurring within six
years of purchase of 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 (except that Nations
Equity Index Fund shall not offer Investor C Shares);
(iii) Trust A Shares: to be offered to customers of certain
banks and other financial institutions with respect
to the New Funds; 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 0.25% (on an annual basis) of the
average daily net assets attributable to Trust B
Shares of the New Funds;
NOW THEREFORE BE IT:
VOTED, that 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
2
<PAGE>
prospective shareholders and that such amendment 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 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 Equity Index Fund -- Trust A Shares; and
Nations Equity Index Fund -- Trust B Shares;
(ii) Nations Short-Term Municipal Income Fund -- Investor
A Shares; Nations Short-Term Municipal Income Fund --
Investor C Shares; Nations Short-Term Municipal
Income Fund -- Trust A Shares; and Nations Short-Term
Municipal Income Fund -- Trust B Shares;
(iii) Nations Florida Municipal Bond Fund -- Investor A
Shares; Nations Florida Municipal Bond Fund --
Investor C Shares; Nations Florida Municipal Bond
Fund -- Trust A Shares; and Nations Florida Municipal
Bond Fund -- Trust B Shares;
(iv) Nations Georgia Municipal Bond Fund -- Investor A
Shares; Nations Georgia Municipal Bond Fund --
Investor C Shares; Nations Georgia Municipal Bond
Fund -- Trust A Shares; and Nations Georgia Municipal
Bond Fund -- Trust B Shares;
(v) Nations Maryland Municipal Bond Fund -- Investor A
Shares; Nations Maryland Municipal Bond Fund --
Investor C Shares; Nations Maryland Municipal Bond
Fund -- Trust A Shares; and Nations Maryland
Municipal Bond Fund -- Trust B Shares;
(vi) Nations North Carolina Municipal Bond Fund --
Investor A Shares; Nations North Carolina Municipal
Bond Fund -- Investor C Shares; Nations North
Carolina Municipal Bond Fund -- Trust A Shares; and
Nations North Carolina Municipal Bond Fund -- Trust B
Shares;
3
<PAGE>
(vii) Nations South Carolina Municipal Bond Fund --
Investor A Shares; Nations South Carolina Municipal
Bond Fund -- Investor C Shares; Nations South
Carolina Municipal Bond Fund -- Trust A Shares; and
Nations South Carolina Municipal Bond Fund -- Trust B
Shares;
(viii) Nations Tennessee Municipal Bond Fund -- Investor A
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;
(ix) Nations Texas Municipal Bond Fund -- Investor A
Shares; Nations Texas Municipal Bond Fund -- Investor
C Shares; Nations Texas Municipal Bond Fund -- Trust
A Shares; and Nations Texas Municipal Bond Fund --
Trust B Shares;
(x) Nations Virginia Municipal Bond Fund -- Investor A
Shares; Nations Virginia Municipal Bond Fund --
Investor C Shares; Nations Virginia Municipal Bond
Fund -- Trust A Shares; and Nations Virginia
Municipal Bond Fund -- Trust B Shares;
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" 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:
4
<PAGE>
(i) Expenses related to Investor A Shares' Rule 12b-1
Plan attributable to Investor A Shares shall be
charged only to such Investor A Shares;
(ii) 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;
(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 C 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") 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 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; (iv) 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; 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,
5
<PAGE>
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
effects 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; 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 Stephens Inc., The Boston Company Advisors, Inc.,
NationsBank of Texas, N.A. and The Shareholder Services Group, Inc.,
with respect to the Trust's administration and distribution,
co-administration, 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 establishment of the New Funds
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>
The foregoing resolutions remain in full force and effect as
of the date hereof.
Dated: September 21, 1993
/s/ Richard H. Blank, Jr.
---------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before me
this 21st day of September, 1993
/s/ Karen L. Ward
-----------------------
Name: Notary Public
Commission Expires: 3-23-95
7
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 2, 1994:
WHEREAS, certain information has been provided to the Board of Trustees
concerning the 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 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 an exemption 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 add an Investor B Shares class to the
Trust's Nations Short-Term 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
Intermediate Municipal Bond Fund, Nations Tennessee Municipal Bond Fund, Nations
Texas Intermediate Municipal Bond Fund, Nations Texas Municipal Bond Fund and
Nations Virginia Municipal Bond Fund (collectively, the "Investor B Funds"),
which are to have the following characteristics:
(i) Investor B Shares of the 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 0.75% (on an
annual basis) of the average daily net assets
attributable to Investor B Shares of the 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 Funds; and to 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;
1
<PAGE>
WHEREAS, in deciding whether to amend the multi-class distribution
structure described above with respect to the Investor B Funds, the Trustees
have considered the interests of each Investor B Fund and the prospective
shareholders of Investor B Shares of such Funds;
NOW THEREFORE BE IT:
VOTED, that the amendment to the multi-class distribution structure
described above with respect to the Investor B Funds be, and the same hereby is,
determined to be in the best interests of each Investor B 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
multi-class distribution structure with respect to the Investor B 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, an unlimited number of authorized, unissued shares be, and they hereby
are, allocated to each of the Investor B Funds and divided into and classified
as a separate class or classes of each Investor B Fund as follows:
<TABLE>
<CAPTION>
<S> <C>
(ii) Nations Intermediate Municipal Bond Fund -- Investor B Shares;
(iii) Nations Short-Term Municipal Income Fund -- Investor B Shares;
(iv) Nations Florida Municipal Bond Fund -- Investor B Shares;
(v) Nations Georgia Municipal Bond Fund -- Investor B Shares;
(vi) Nations Maryland Municipal Bond Fund -- Investor B Shares;
(vii) Nations North Carolina Municipal Bond Fund -- Investor B Shares;
(viii) Nations South Carolina Municipal Bond Fund -- Investor B Shares;
(ix) Nations Tennessee Intermediate Municipal Bond Fund -- Investor B
Shares;
(x) Nations Tennessee Municipal Bond Fund -- Investor B Shares;
(xi) Nations Texas Intermediate Municipal Bond Fund -- Investor B Shares;
(xii) Nations Texas Municipal Bond Fund -- Investor B Shares; and
(xiii) Nations Virginia Municipal Bond Fund -- Investor B Shares; and
</TABLE>
FURTHER VOTED, that consideration received by the Trust for the issue
or sale of any class of an Investor B 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
2
<PAGE>
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
Investor B Fund by the Board of Trustees in accordance with the Trust's
Declaration of Trust, and each share of any Class of an Investor B 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 an Investor B 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 Investor B 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 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 related to Trust B Shares' Shareholder
Services Plan attributable to Trust B Shares shall be
charged only to such Trust B Shares;
(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 A, Investor B and Investor C Shares,
respectively; and
(vi) 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 an Investor B 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
3
<PAGE>
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; and
(ix) independent accountants' fees relating solely to a particular Class of
Shares; and
FURTHER VOTED, that each Class of an Investor B 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 Investor B 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 an Investor B
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
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 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 structure 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; 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.
4
<PAGE>
The foregoing votes remain in full force and effect as of the date
hereof.
Dated: February 7, 1994
/s/ Richard H. Blank, Jr.
---------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before
me this 7th day of February, 1994
/s/ Karen Ward
---------------
Name: Karen Ward
Notary Public
Commission Expires: 3-23-95
5
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:
(i) Investor C Shares of the Non-Money Market Funds (previously
designated "Investor B Shares"): offered to customers of
certain
1
<PAGE>
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
2
<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;
(v) Investor C Shares of Nations Emerging Growth Fund are
reclassified as Investor N Shares of such Fund;
3
<PAGE>
(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;
(xxi) Investor B Shares of Nations Adjustable Rate Government Fund
are reclassified as Investor C Shares of such Fund;
4
<PAGE>
(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;
(xxxvi) Investor C Shares of Nations South Carolina Intermediate
Municipal Bond Fund are reclassified as Investor N Shares of
such Fund;
5
<PAGE>
(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;
(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;
6
<PAGE>
(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;
(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;
7
<PAGE>
(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:
(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
8
<PAGE>
(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
/s/ Karen L. Ward
- ---------------------------
Name: Karen L. Ward
Notary Public
Commission Expires: 3-23-95
10
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 14, 1994:
WHEREAS, it has been recommended that the Trust add an Investor D
Shares class to the Nations Government Money Market Fund and Nations Tax Exempt
Fund of the Trust which are to be offered as an exchange option to existing
shareholders of Investor C Shares of the non-money market funds of Nations Fund;
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 current shareholders and
prospective Investor D 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 D Shares; and
(ii) Nations Tax Exempt Fund--Investor D 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 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:
1
<PAGE>
(i) Expenses related to Investor A Shares' Rule 12b-1 Plan and/or
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
Servicing Plan attributable to Investor B Shares shall be
charged only to such Investor B Shares;
(iii) Expenses related to Investor C Shares' Servicing Plan
attributable to Investor C Shares shall be charged only to
such Investor C Shares;
(iv) Expenses related to Investor D Shares' Rule 12b-1 Plan and/or
Servicing Plan attributable to Investor D Shares shall be
charged only to such Investor D 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 D Shares (collectively,
the "Investor Shares") shall be charged only to such Investor
A, Investor B, Investor C and Investor D Shares; 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; 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 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; 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.
2
<PAGE>
The foregoing votes remain in full force and effect as of the date
hereof.
Dated: December 14, 1994 /s/ Richard H. Blank, Jr.
---------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before
me this 14th day of December, 1994
/s/ Karen L. Ward
- -----------------
Name: Karen L. Ward
Notary Public
Commission Expires:3-23-95
3
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
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 13, 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.
2
<PAGE>
The foregoing votes remain in full force and effect as of the date
hereof.
Dated: October 13, 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
NATIONS FUND TRUST
(A Massachusetts Business Trust)
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 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; and
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 votes remain in full force and effect as of the date
hereof.
Dated: March 24, 1995
/s/ Richard H. Blank, Jr.
--------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before me this 24
day
/s/ Lynn Broadaway
- ----------------------
Name: Lynn Broadaway
My Commission Expires on: 9/14/96
NATIONS FUND TRUST
(A Massachusetts Business Trust)
FORM OF
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 June 4, 1998:
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 3,
1995, and certain amendments thereto on July 13, 1995, September 7, 1995,
January 1, 1996, January 18, 1996 and July 10, 1996, February 5, 1997, June 4,
1997, July 25, 1997 and February 4, 1998 (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, Nations Strategic Equity Fund (the "New Fund"), which is
to have the following characteristics:
(i) Primary A Shares of the New Fund: to be offered to customers
of certain banks and other financial institutions with
respect to the New Fund;
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 Strategic Equity Fund -- Primary A Shares;
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 each Fund of the Trust individually and the Trust as a whole; and
-1-
<PAGE>
FURTHER VOTED, that the amendments to the Mutli-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.
The foregoing votes remain in full force and effect as of the date
hereof.
Dated as of: June 4, 1998 /s/ Richard H. Blank, Jr.
----------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before
me this 7th day of September, 1999
/s/ Laura A. Brown
--------------------
Name: Laura A. Brown
Notary Public
Commission Expires: 4-4-06
-2-
NATIONS FUND TRUST
(A Massachusetts Business Trust)
FORM OF
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 August 5, 1998:
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;
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 3,
1995, and certain amendments thereto on July 13, 1995, September 7, 1995,
January 1, 1996, January 18, 1996 and July 10, 1996, February 5, 1997, June 4,
1997, July 25, 1997, February 4, 1998 and August 5, 1998 (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
class of shares, designated as the Primary B Shares, of Nations Marsico Focused
Equities Fund and Nations Marsico Growth & Income Fund (each a "Fund" and
together, the "Funds"), which are to be initially 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
Administration Plan, authorizing payment of a shareholder administration fee not
to exceed 0.60% (on an annual basis) of the average daily net assets
attributable to Primary B Shares of the Funds;
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 Nations Marsico Focused Equities Fund and Nations Marsico
Growth & Income Fund and divided into and classified as a separate class of each
Fund as follows:
Nations Marsico Focused Equities Fund -- Primary B Shares;
Nations Marsico Growth & Income Fund -- Primary 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
<PAGE>
herein for allocating expenses among the classes in a single Fund, are in the
best interests of each class of shares of each Fund of the Trust individually
and the Trust as a whole;
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;
FURTHER VOTED, that consideration received by the Trust for the
issue or sale of Nations Marsico Focused Equities Fund's and Nations Marsico
Growth & Income Fund's Primary B Shares shall be invested and reinvested with
the consideration received by the Trust for the issue and sale of all of the
Funds' other classes (individually a "Class" and collectively the "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 Nations Marsico
Focused Equities Fund and Nations Marsico Growth & Income Fund by the Board of
Trustees in accordance with the Trust's Declaration of Trust, and each share of
any Class of the Funds (individually, a "Share" and collectively, the "Shares")
shall share equally with each Share of all the Classes of Nations Marsico
Focused Equities Fund and Nations Marsico Growth & Income 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 Nations Marsico Focused Equities Fund's
Primary B Shares and Nations Marsico Growth & Income Fund's Primary B Shares,
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.
<PAGE>
The foregoing votes remain in full force and effect as of the date
hereof.
Dated as of: August 7, 1998 /s/ Richard H. Blank, Jr.
------------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before
me this 7th day of September, 1999
/s/ Laura A. Brown
--------------------
Name: Laura A. Brown
Notary Public
Commission Expires: 4-4-06
NATIONS FUND TRUST
Appointment of Registered Agent and Registered Office
Nations Fund Trust, a Massachusetts business trust, hereby appoints CT Corporate
Systems, located at Two Oliver Street, Boston, Massachusetts 02109, as their
registered agent and registered office in the Commonwealth of Massachusetts.
/s/ Richard H. Blank, Jr.
-----------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
Dated: April 27, 1999
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 May 26, 1999:
WHEREAS, the Trustees of the Trust approved a Multi-Class Plan pursuant
to Rule 18f-3 under the 1940 Act on April 3, 1995, which describes the terms of
the Trust's multiple class share distribution system; and
WHEREAS, it has been recommended that the Trust establish three new
classes of shares, designated as the Investor A Shares, Investor B Shares and
Investor C Shares, of Nations Strategic Equity Fund (the "Investor Shares");
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 Nations Strategic Equity Fund and divided into and classified
as a separate class of Nations Strategic Equity Fund as follows:
(i) Nations Strategic Equity Fund -- Investor A Shares, Investor B
Shares and Investor C Shares;
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
finds that the amendments to the Multi-Class Plan for the Trust, in
substantially the form 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 Nations Strategic Equity Fund of the
Trust individually and the Trust as a whole;
FURTHER VOTED, that the amendments to the Multi-Class Plan for the
Trust, in substantially the form presented at this meeting, be, and they hereby
are, ratified and approved by the Board of Trustees, including a majority of the
non-interested Trustees; and
FURTHER VOTED, that consideration received by the Trust for the issue
or sale of the Investor Shares of Nations Strategic Equity Fund of the Trust
shall be invested and reinvested with the consideration received by the Trust
for the issue and sale of all of the Fund's other classes (individually a
"Class" and collectively the "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
1
<PAGE>
of the Trust allocated to Nations Strategic Equity Fund of the Trust by
the Board of Trustees in accordance with the Trust's Declaration of Trust, and
each share of any Class of Nations Strategic Equity Fund (individually, a
"Share" and collectively, the "Shares") shall share equally with each Share of
all the Classes of such 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 series including, but not limited
to, executing, sealing, delivering and filing the Certificate of Classification
of Shares, 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.
The foregoing votes remain in full force and effect as of the date
hereof.
Dated as of: May 26, 1999 /s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before
me this 7th day of September, 1999
/s/ Laura A. Brown
---------------------
Name: Laura A. Brown
Notary Public
Commission Expires: 4-4-06
2
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 December 9, 1999:
VOTED, that the name of Nations Emerging Growth Fund be, and
it hereby is, changed to "Nations MidCap Growth Fund;"
FURTHER VOTED, that the name of Nations Disciplined Equity
Fund be, and it hereby is, changed to "Nations Aggressive Growth Fund;"
FURTHER VOTED, that the name of Nations Equity Index Fund be,
and it hereby is, changed to "Nations LargeCap Index Fund;"
FURTHER VOTED, that the name of Nations Managed SmallCap Index
Fund be, and it hereby is, changed to "Nations SmallCap Index Fund;"
FURTHER VOTED, that the name of Nations Diversified Income
Fund be, and it hereby is, changed to "Nations Strategic Income Fund;"
FURTHER VOTED, that the name of Nations Strategic Equity Fund
be, and it hereby is, changed to "Nations Strategic Growth Fund;"
FURTHER VOTED, that the name of Nations Strategic Fixed Income
Fund be, and it hereby is, changed to "Nations Investment Grade Bond
Fund;"
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 changes in name of Nations Emerging Growth Fund to
Nations MidCap Growth Fund, Nations Disciplined Equity Fund to Nations
Aggressive Growth Fund, Nations Equity Index Fund to Nations LargeCap
Index Fund, Nations Managed SmallCap Index Fund to Nations SmallCap
Index Fund, Nations Diversified Income Fund to Nations Strategic Income
Fund, Nations Strategic Equity Fund to Nations Strategic Growth Fund
and Nations Strategic Fixed Income Fund to Nations Investment Grade
Bond Fund.
<PAGE>
The foregoing votes remain in full force and effect as of the date
hereof.
Date: February 14, 2000
/s/ Richard H. Blank, Jr.
--------------------------
Richard H. Blank, Jr.
Secretary
Subscribed and sworn to before
me this 10th day of February,
2000.
/s/ Laura A. Brown
---------------------
Name: Laura A. Brown
Notary Public
Commission Expires: 4-4-06
<PAGE>
Exhibit I
This Exhibit I hereby outlines the respective effective dates for each
name change as determined by the officers of the Trust pursuant to the authority
vested in such officers by the Board of Trustees in the foregoing resolutions.
<TABLE>
<CAPTION>
Name Change Effective Date
<S> <C>
Nations Emerging Growth Fund to Nations MidCap Growth Fund March 15, 2000
Nations Disciplined Equity Fund to Nations Aggressive Growth Fund April 17, 2000
Nations Equity Index Fund to Nations LargeCap Index Fund March 15, 2000
Nations Managed SmallCap Index Fund to Nations SmallCap Index Fund May 12, 2000
Nations Diversified Income Fund to Nations Strategic Income Fund March 15, 2000
Nations Strategic Equity Fund to Nations Strategic Growth Fund February 14, 2000
Nations Strategic Fixed Income Fund to Nations Investment Grade Bond Fund March 15, 2000
</TABLE>
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.
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
<PAGE>
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. Except as provided in the following
sentence, 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 (i) 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 Company until
the end of the calendar year in which such Trustee reaches age 75 and may
continue to serve for successive annual periods thereafter upon the vote of a
majority of the other Trustees; and (ii) any person who has already reached the
age of 70 may stand for election or appointment, pursuant to a vote of the
Trustees, in connection with an investment company reorganization or merger, and
any such person may
2
<PAGE>
continue to serve for successive annual periods thereafter upon the vote of a
majority of the other Trustees.
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
3
<PAGE>
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.
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
4
<PAGE>
subordinate officers or agents and to prescribe the respective rights, terms of
office, authorities and duties.
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
5
<PAGE>
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.
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
6
<PAGE>
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.
6.2 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: May 26, 1999
7
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
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<PAGE>
shall be solely responsible for compensating the Sub-Adviser(s) for services
rendered under the Sub-Advisory Agreement(s).
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
-3-
<PAGE>
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;
(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
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<PAGE>
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.
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.
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<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
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<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:
<TABLE>
<CAPTION>
------------------------------------------------------------------------- -------------------
Rate of
Fund Compensation
------------------------------------------------------------------------- -------------------
<S> <C>
Nations Government Money Market Fund 0.20%
------------------------------------------------------------------------- -------------------
Nations Tax Exempt Fund 0.20%
------------------------------------------------------------------------- -------------------
Nations Value Fund 0.65%
------------------------------------------------------------------------- -------------------
Nations Strategic Growth Fund 0.65%
------------------------------------------------------------------------- -------------------
Nations Capital Growth Fund 0.65%
------------------------------------------------------------------------- -------------------
Nations Emerging Growth Fund 0.65%
------------------------------------------------------------------------- -------------------
Nations Equity Index Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Managed Index Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Managed SmallCap Index Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Managed Value Index Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Managed SmallCap Value Index Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Disciplined Equity Fund 0.65%
------------------------------------------------------------------------- -------------------
Nations Balanced Assets Fund 0.65%
------------------------------------------------------------------------- -------------------
Nations Short-Intermediate Government Fund 0.30%
------------------------------------------------------------------------- -------------------
Nations Short-Term Income Fund 0.30%
------------------------------------------------------------------------- -------------------
Nations Diversified Income Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations Strategic Fixed Income Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Municipal Income Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations Short-Term Municipal Income Fund 0.30%
------------------------------------------------------------------------- -------------------
Nations Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Florida Municipal Bond Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations Georgia Municipal Bond Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations Maryland Municipal Bond Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations North Carolina Municipal Bond Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations South Carolina Municipal Bond Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations Tennessee Municipal Bond Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations Texas Municipal Bond Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations Virginia Municipal Bond Fund 0.50%
------------------------------------------------------------------------- -------------------
Nations Florida Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Georgia Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Maryland Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations North Carolina Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations South Carolina Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Tennessee Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Texas Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
Nations Virginia Intermediate Municipal Bond Fund 0.40%
------------------------------------------------------------------------- -------------------
</TABLE>
Last Amended: February 14, 2000
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this amended Schedule I to be
executed by their officers designated below as of the 14th day of February,
2000.
NATIONS FUND TRUST
on behalf of the Funds
By: /s/ James E. Banks, Jr.
-------------------------
James E. Banks, Jr.
Assistant Secretary
NATIONSBANC ADVISORS, INC.
By: /s/ Robert H. Gordon
-------------------------
Robert H. Gordon
President
-8-
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
-1-
<PAGE>
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.
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,
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<PAGE>
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;
(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:
<TABLE>
<CAPTION>
Rate of
Fund Compensation
------------------------------------------------------------------------- -------------------
<S> <C>
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%
------------------------------------------------------------------------- -------------------
Nations Strategic Growth Fund* 0.25%
------------------------------------------------------------------------- -------------------
</TABLE>
Approved: December 9, 1997
Last Amended: February 14, 2000
- --------------------
* Banc of America Capital Management, Inc. (formerly TradeStreet Investment
Associates, Inc.) assumed responsibility for the investment sub-advisory
services of Nations Strategic Growth Fund (formerly Nation Strategic Equity
Fund) from Bank of America Investment Management on February 14, 2000.
-7-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this amended
Schedule I to be executed by their officers designated below as of the 14th day
of February, 2000.
NATIONS FUND TRUST
on behalf of the Funds
By: /s/ A. Max Walker
---------------------------
A. Max Walker
President and Chairman of the
Board of Directors
BANC OF AMERICA ADVISORS, INC.
(Formerly, NationsBanc Advisors, Inc.)
By: /s/ Edward D. Bedard
---------------------------
Edward D. Bedard
Senior Vice President
and Chief Operating Officer
BANC OF AMERICA CAPITAL MANAGEMENT, INC.
(Formerly, TradeStreet Investment
Associates, Inc.)
By: /s/ Holly H. Deem
---------------------------
Holly H. Deem
President
-8-
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
<PAGE>
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.
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
2
<PAGE>
approve, and the Trust shall pay all fees and other expenses incurred in
connection with such registration or qualification.
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
4
<PAGE>
any prospectus, of whatever character, as the Trust may deem advisable, such
right being in all respects absolute and unconditional.
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,
6
<PAGE>
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 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
7
<PAGE>
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.
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.
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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
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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 Balanced Assets Fund
13. Nations Short-Intermediate Government Fund
14. Nations Short-Term Income Fund
15. Nations Diversified Income Fund
16. Nations Strategic Fixed Income Fund
17. Nations Strategic Growth Fund
18. Nations Municipal Income Fund
19. Nations Short-Term Municipal Income Fund
20. Nations Intermediate Municipal Bond Fund
21. Nations Florida Intermediate Municipal Bond Fund
22. Nations Florida Municipal Bond Fund
23. Nations Georgia Intermediate Municipal Bond Fund
24. Nations Georgia Municipal Bond Fund
25. Nations Maryland Intermediate Municipal Bond Fund
26. Nations Maryland Municipal Bond Fund
27. Nations North Carolina Intermediate Municipal Bond Fund
28. Nations North Carolina Municipal Bond Fund
29. Nations South Carolina Intermediate Municipal Bond Fund
30. Nations South Carolina Municipal Bond Fund
31. Nations Tennessee Intermediate Municipal Bond Fund
32. Nations Tennessee Municipal Bond Fund
33. Nations Texas Intermediate Municipal Bond Fund
34. Nations Texas Municipal Bond Fund
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35. Nations Virginia Intermediate Municipal Bond Fund
36. Nations Virginia Municipal Bond Fund
Last Amended: February 14, 2000
13
NATIONS FUNDS
RETIREMENT PLAN FOR ELIGIBLE
DIRECTORS/TRUSTEES
PREAMBLE
Effective on or before January 26, 1995, the regulated investment
companies advised by NationsBank, N.A. (Carolinas) or its affiliates (the
"Nations Funds") have adopted THE NATIONS FUNDS RETIREMENT PLAN FOR ELIGIBLE
DIRECTORS/TRUSTEES (the "Plan") for the benefit of each of the directors and
trustees of each of the Nations Funds who is not an employee of any of the
Nations Funds, or their distributor, administrator or advisor, or any of their
affiliates. As the Plan does not benefit any employees of the Nations Funds, it
is not intended to be classified as an employee benefit plan within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended.
ARTICLE I
DEFINITION OF TERMS AND CONSTRUCTION
1.1 Definitions.
Unless a different meaning is plainly implied by the context; the
following terms as used in this Plan shall have the following meanings;
(a) "Accrued Benefit" shall mean, as of any date prior to a
Participant's Normal Retirement Date, his Retirement Benefit, determined as of,
and commencing on, his Normal Retirement Date, but based upon his Compensation
and Years of Service computed as of such date of determination.
(b) "Administrator" shall mean the administrative committee
provided for in Article VI.
(c) "Board of Directors" shall mean the Board of Directors of
each of the Nations Funds.
(d) "Compensation" shall mean, for any Director, the aggregate
amount of director's fees paid or accrued by the Nations Funds for such Director
during the calendar year during which the Director's Retirement occurs,
including amounts of director's fees deferred during such fiscal year under a
separate agreement between the Nations Funds and the Director. In addition, for
purposes of this Plan, "Compensation" shall include fees which would have been
paid or accrued by the Nations Funds for such Director during the calendar year
during which the
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Director's Retirement occurs but for the execution of a waiver
of such fees by the Director. In the event the Director's Retirement occurs on
other than the last day of the calendar year, his Compensation for such calendar
year shall be annualized, if necessary, to reflect the amount he would have
received (including deferred amounts) had his Retirement occurred on the last
day of such calendar year. The amount of such annualized Compensation shall be
determined by the Administrator.
(e) "Deferred Retirement Date" shall mean the first day of the
month coincident with or next following the date on which a Participant
terminated Service after his Normal Retirement Date.
(f) "Director" shall mean an individual who is a director or
trustee of one or more of the Nations Funds which have adopted the Plan but who
is not an employee of any of the Nations Funds, or their distributor,
administrator or advisor, or any of their affiliates. A director or trustee
shall not be considered to be an employee of any of the Nations Funds for
purposes of this Plan solely by reason of holding a position as an officer of a
Fund, provided the director or trustee receives no compensation from the Fund
other than director's or trustee's fees.
(g) "Disability" shall mean the inability of the Participant to
participate in meetings of the Board of Directors, either in person or by
telephone, for a period of at least nine (9) consecutive months.
(h) "Effective Date" shall mean, with respect to each of the
Nations Funds, the date on which this Plan was adopted (as shown on the last
page hereof).
(i) "Fund" shall mean a Nations Fund which has adopted this Plan.
(j) "Nations Funds" shall mean the regulated investment companies
advised by NationsBank, N.A. (Carolinas), or its affiliates.
(k) "Normal Retirement Date" shall mean the date on which a
Participant has both attained age 65 and has completed at least five continuous
and non-forfeited Years of Service with one or more of the Nations Funds.
(l) "Participant" shall mean a Director who has met all of the
eligibility requirements of the Plan and who is currently included in the Plan
as provided in Article II hereof.
(m) "Plan" shall mean the "Nations Funds Retirement Plan for
Eligible Directors/ Trustees" as described herein or as hereafter amended from
time to time.
(n) "Plan Year" shall mean a calendar year.
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(o) "Retirement" shall mean a Director's termination of his active
Service with the Nations Funds on or after his Normal Retirement Date, due to
his death, Disability, or voluntary or involuntary termination of his Service.
(p) "Retirement Benefit" shall mean the benefit described under
Sections 3.1 or 3.2 hereof to which a Participant is entitled on or after his
Normal or Deferred Retirement Date.
(q) "Service" shall mean an individual's serving as a Director of
one or more of the Nations Funds.
(r) "Year of Service" shall mean each complete calendar year
during which the Director was a Director for the entirety of such calendar year,
including years of unbroken service prior to the Effective Date. For all
purposes of this Plan, in the event a Director ceases to serve as a Director
prior to his Normal Retirement Date, he shall forfeit credit for all Years of
Service completed prior to such cessation even if he subsequently again becomes
a Director. Furthermore, any unbroken service provided by a Participant (i) to a
Nations Fund immediately prior to its being advised by NationsBank, N.A.
(Carolinas) (or any of its affiliates) or (ii) to a predecessor of a Nations
Fund immediately prior to its being merged into such Nations Fund, will be taken
into account in determining such Participant's Years of Service, subject to all
restrictions and other forfeiture provisions contained herein.
1.2 Plurals and Gender.
Where appearing in the Plan, the masculine gender shall include
the feminine and neuter genders, and the singular shall include the plural, and
vice versa, unless the context clearly indicates a different meaning.
1.3 Directors/Trustees.
Where appropriate, the term "director" shall also refer to
"trustee," "directorship" shall also refer to "trusteeship" and "Board of
Directors" shall also refer to "Board of Trustees."
1.4 Headings.
The headings and sub-headings in this Plan are inserted for the
convenience of reference only and are to be ignored in any construction of the
provisions hereof.
1.5 Severability.
In case any provision of this Plan shall be held illegal or void,
such illegality or invalidity shall not affect the remaining provisions of this
Plan, but shall be fully severable, and the Plan shall be construed and enforced
as if said illegal or invalid provisions had never been inserted herein.
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ARTICLE II
PARTICIPATION
2.1 Commencement of Participation.
Each Director shall become a Participant hereunder on the later of
the Effective Date or the date his directorship of one or more of the Nations
Funds commences.
2.2 Termination of Participation.
After commencement or resumption of his participation, a Director
shall remain a Participant until the earliest of the following dates:
(a) His actual Retirement date;
(b) His date of death;
(c) The date on which he otherwise incurs a termination of
Service; or
(d) The effective date of the termination of the Plan.
2.3 Resumption of Participation.
Any Participant whose Service terminates and who thereafter again
becomes a Director shall resume participation immediately upon again becoming a
Director except that, as provided in Section 1.1(t) hereof, if his Service is
terminated prior to his Normal Retirement Date, for all purposes of this Plan he
shall forfeit credit for all Years of Service completed prior to such
termination of his Service.
2.4 Determination of Eligibility.
The Administrator shall determine the eligibility of Directors in
accordance with the provisions of this Article.
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ARTICLE III
BENEFITS UPON RETIREMENT
AND OTHER TERMINATION OF SERVICE
3.1 Normal Retirement.
Upon Retirement a Participant shall be entitled to receive an
annual benefit from the Nations Fund commencing on the first day of the calendar
quarter coincident with or next following his date of Retirement, payable in
quarterly installments for a period of no more than five (5) years (thus
equaling no more than twenty (20) quarterly installments) equal to five percent
(5%) of his Compensation paid by the Nations Fund multiplied by the number of
his non-forfeited Years of Service (not in excess of ten (10) Years of Service)
completed with respect to any of the Nations Funds.
3.2 Deferred Retirement.
In the event that a Participant remains in Service with the
Nations Funds after his Normal Retirement Date, he shall not be entitled to any
benefits hereunder until his Deferred Retirement Date. Commencing on the first
day of the calendar quarter following his Deferred Retirement Date, a
Participant shall be entitled to receive a Retirement Benefit from the Nations
Funds paid in twenty (20) quarterly installments in an amount equal to the
quarterly Retirement Benefit he would have received from the Nations Funds under
Section 3.1 hereof had his Retirement occurred on his Normal Retirement Date,
except that such quarterly benefit shall be computed by including the number of
any additional Years of Service which have accrued since his Normal Retirement
Date (subject to the ten (10) Years of Service limitation set forth under
Section 3.1 hereof) and by taking into account any increases in Compensation
received since his Normal Retirement Date.
3.3 Other Termination of Service.
Upon termination of his participation in this Plan for any reason
prior to his Normal Retirement Date, a Participant shall not be entitled to any
benefit hereunder.
3.4 Benefits Calculated in the Aggregate for all of the Nations Funds.
With respect to each Participant, the benefits payable hereunder
shall be based on the aggregate Compensation paid by the Nations Funds and on
the Participant's non-forfeited Years of Service. Each Fund's share of the
obligation to provide such benefits shall be determined by use of accounting
methods adopted by the Administrator.
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ARTICLE IV
DEATH BENEFITS
4.1 Death Prior to Commencement of Benefits.
In the event of a Participant's death on or after his Normal
Retirement Date, but prior to the commencement of his Retirement Benefits under
Article III hereof, the surviving spouse (if any) of such Participant shall be
entitled to receive a quarterly survivor's benefit for no more than five (5)
years (thus, not exceeding twenty (20) quarterly installments) beginning on the
first day of the calendar quarter next following the date of the Participant's
death equal to fifty percent (50%) of the amount of the quarterly installments
of Retirement Benefits that would have been paid to the Participant under
Sections 3.1 or 3.2 hereof based upon the Participant's Compensation and Years
of Service as of his date of death.
4.2 Death Subsequent to Commencement of Benefits.
In the event a Participant dies after the commencement of his
Retirement Benefit under Article III, but prior to the cessation of the payment
of such Retirement Benefits, the surviving spouse (if any) of such Participant
shall be entitled to receive survivor's benefits equal to fifty percent (50%) of
the amount of the annual Retirement Benefits payable to the Participant under
Article III hereunder, paid at such times, and for such period, as such
Retirement Benefits would have continued to have been paid to the Participant
had he not died.
4.3 Death of Spouse.
(a) In the event a Participant is not survived by a spouse, no
benefits will be paid hereunder upon the Participant's death.
(b) If a deceased Participant's surviving spouse dies while
receiving survivor's benefits hereunder, any installments not paid at the time
of the surviving spouse's death shall be forfeited.
ARTICLE V
SUSPENSION OF BENEFITS
5.1 Suspension of Benefits Upon Resumption of Service.
In the case of a Participant who, at a time when he is receiving
Retirement Benefits under Article III of this Plan, resumes Service with any
Nations Fund, such Retirement Benefits shall be suspended until his subsequent
Retirement, termination of Service, or death. Subject to the Years of Service
limitations of Section 3.1 hereof, in the event of his Retirement or termination
of Service following such a suspension, the quarterly amount of his remaining
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Retirement Benefits shall thereafter be adjusted to reflect any additional Years
of Service completed by, or a higher rate of Compensation received by, such
Participant.
ARTICLE VI
ADMINISTRATOR
6.1 Appointment of Administrator.
This plan shall be administered by the Nominating and Compensation
Committees of the Boards of Directors of the Nations Funds. The members of such
committees are not "interested persons" (within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940, as amended) of any of the Nations Funds.
The term "Administrator" as used in this Plan shall refer to the members of such
committees, either individually or collectively, as appropriate.
6.2 Powers and Duties of Administrator.
Except as provided below, the Administrator shall be authorized in
connection with the administration of this Plan:
(a) To promulgate and enforce such rules, regulations and
procedures as shall be proper for the efficient administration of the Plan;
(b) To determine all questions arising in the administration,
interpretation and application of the Plan, including questions of eligibility
and of the status and rights of the Participants and any other persons
hereunder;
(c) To decide any dispute arising hereunder; provided, however,
that no Administrator shall participate in any matter involving any questions
relating solely to his own participation or benefits under this Plan;
(d) To advise the Boards of Directors of the Nations Funds
regarding the known future need for funds to be available for distribution;
(e) To correct defects, supply omissions and reconcile
inconsistencies to the extent necessary to effectuate the Plan;
(f) To compute the amount of benefits and other payments which
shall be payable to any Participant or surviving spouse in accordance with the
provisions of the Plan and to determine the person or persons to whom such
benefits shall be paid;
(g) To make recommendations to the Boards of Directors of the
Nations Funds with respect to proposed amendments to the Plan;
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(h) To file all reports with government agencies; Participants and
other parties as may be required by law, whether such reports are initially the
obligation of the Nations Funds, or the Plan;
(i) To engage an independent actuary on behalf of the Plan and to
cause the liabilities of the Plan to be evaluated by the actuary; and
(j) To have all such other powers as may be necessary to discharge
its duties hereunder.
6.3 Action by Administrator.
The Administrator may elect a Chairman and Secretary from among
its members and may adopt rules for the conduct of its business. A majority of
the members then serving shall constitute a quorum for the transaction of
business. All resolutions or other action taken by the Administrator shall be by
vote of a majority of those present at such meeting and entitled to vote.
Resolutions may be adopted or other action taken without a meeting upon written
consent signed by at least a majority of the members. All documents,
instruments, orders, requests, directions, instructions and other papers shall
be executed on behalf of the Administrator by either the Chairman or the
Secretary of the Administrator, if any, or by any member or agent of the
Administrator duly authorized to act on the Administrator's behalf.
6.4 Participation by Administrators.
No Administrator shall be precluded from becoming a Participant in
the Plan if he would be otherwise eligible, but he shall not be entitled to vote
or act upon matters or to sign any documents relating specifically to his own
participation under the Plan, except when such matters or documents relate to
benefits generally. If this disqualification results in the lack of a quorum,
then the Boards of Directors, by majority vote of the members of a majority of
such Boards of Directors (a "Majority Vote"), shall appoint a sufficient number
of temporary Administrators, who shall serve for the sole purpose of determining
such a question.
6.5 Agents and Expenses.
The Administrator may employ agents and provide for such clerical,
legal, actuarial, accounting, medical, advisory or other services as it deems
necessary to perform its duties under this Plan. The cost of such services and
all other expenses incurred by the Administrator in connection with the
administration of the Plan shall be allocated to each Fund pursuant to the
method utilized under Section 3.4 hereof with respect to costs related to
benefit accruals. For purposes of the preceding sentence, if an individual
serves as a Director for more than one Fund, he shall be deemed to be a separate
Director for each such Fund in determining the aggregate number of Directors of
the Nations Funds.
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6.6 Allocation of Duties.
The duties, powers and responsibilities reserved to the
Administrator may be allocated among its members so long as such allocation is
pursuant to written procedures adopted by the Administrator, in which case no
Administrator shall have any liability, with respect to any duties, powers or
responsibilities not allocated to him, for the acts or omissions of any other
Administrator.
6.7 Delegation of Duties.
The Administrator may delegate any of its duties to employees of
the Nations Funds' distributor, administrator or adviser, or any of their
affiliates, or to any other person or firm, provided that the Administrator
shall prudently choose such agents and rely in good faith on their actions.
6.8 Records and Reports.
The Administrator shall maintain adequate records of its actions
and proceedings in administering this Plan and shall file all reports and take
all other actions as it deems appropriate in order to comply with any federal or
state law.
6.9 Information from the Nations Funds.
The Nations Funds shall promptly furnish all necessary information
to the Administrator to permit it to perform its duties under this Plan. The
Administrator shall be entitled to rely upon the accuracy and completeness of
all information furnished to it by the Nations Funds, unless it knows or should
have know that such information is erroneous.
6.10 Reservation of Rights by Boards of Directors.
When rights are reserved in this plan to the Boards of Directors,
such rights shall be exercised only by Majority Vote of the Boards of Directors,
except where the Boards of Directors, by unanimous written resolution, delegate
any such rights to one or more persons or to the Administrator. Subject to the
rights reserved to the Boards of Directors as set forth in this Plan, no member
of the Boards of Directors shall have any duties or responsibilities under this
Plan, except to the extent he shall be acting in the capacity of an
Administrator.
6.11 Liability and Indemnification.
(a) The Administrator shall perform all duties required of it
under this Plan in a prudent manner. The Administrator shall not be responsible
in any way for any action or omission of the Nations Funds or any other
fiduciaries in the performance of their duties and obligations as set forth in
this Plan. The Administrator also shall not be responsible for any act or
omission of any of its agents provided that such agents were prudently chosen by
the Administrator and that the Administrator relied in good faith upon the
action of such agents.
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(b) The Administrator shall not be relieved from responsibility or
liability for any responsibility, obligation or duty imposed upon it under this
Plan. Except for its own gross negligence, willful misconduct or willful breach
of the terms of this Plan, the Administrator shall be indemnified and held
harmless by the Nations Funds against liability or losses occurring by reason of
any act or omission of the Administrator.
ARTICLE VII
AMENDMENTS AND TERMINATION
7.1 Amendments.
The Boards of Directors reserve the right at any time and from
time to time, and retroactively, if deemed necessary or appropriate by them, to
amend in whole or in part by Majority Vote any or all of the provisions of this
Plan, provided that:
(a) No amendment shall make it possible for any part of a
Participant's Accrued Benefit or Retirement Benefit to be used for, or diverted
to, purposes other than for the exclusive benefit of Participants or their
surviving spouses, except to the extent otherwise provided in this Plan;
(b) No amendment may reduce any Participant's Accrued Benefit as
of the effective date of the amendment;
Amendments may be made in the form of Board of Directors'
resolutions or separate written document.
7.2 Termination.
Except as provided below, the Boards of Directors reserve the
right to terminate this Plan at any time by Majority Vote by giving to the
Administrator notice in writing of such desire to terminate. The Plan shall
terminate upon the date of receipt of such notice and the rights of all
Participants to their Accrued Benefits (determined as of the date the Plan is
terminated) shall become payable upon the earlier of the effective date of the
termination of the Plan, or, with respect to each Participant, upon his Normal
Retirement Date in quarterly installments or in an actuarially equivalent lump
sump as determined by the Administrator.
7.3 Change in Control.
In the event of the voluntary resignation of, or a vote or action
to replace, or a decision not to stand for re-election by, two or more of the
directors of a Nations Fund, in connection with a transaction that involves a
change in control or management of a Nations Fund or an affiliated person of a
Nations Fund, the Plan shall terminate with respect to the directors of
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the Nations Fund who have resigned, been replaced or declined to stand for
re-election, on the date they cease being directors and the rights of all such
directors to their Accrued Benefits (determined as of the date of termination of
the Plan) shall become payable in quarterly installments or in an actuarially
equivalent lump sum as determined by the Administrator.
ARTICLE VIII
MISCELLANEOUS
8.1 Rights of Creditors.
(a) The Plan is unfunded. Neither the Participant nor any other
persons shall have any interest in any fund or in any specific asset or assets
of any of the Nations Funds by reason of any Accrued Benefit or Retirement
Benefit hereunder, nor any rights to receive distribution of any Retirement
Benefit except as and to the extent expressly provided hereunder.
(b) The Accrued Benefits and Retirement Benefits of each
Participant are unsecured and shall be subject to the claims of the general
creditors of the Nations Funds.
8.2 Liability Limited.
Neither the Nations Funds, the Administrator, nor any agents,
employees, officers, directors or shareholders of any of them, nor any other
person shall have any liability or responsibility with respect to this Plan,
except as expressly provided herein.
8.3 Incapacity.
If the Administrator shall receive evidence satisfactory to it
that a Participant or surviving spouse entitled to any benefit under the Plan
is, at the time when such benefit becomes payable, physically or mentally
incompetent to give a valid release therefor, and that another person or an
institution is then maintaining or has custody of such Participant or surviving
spouse and that no guardian, committee or other representative of the estate of
such Participant or surviving spouse shall have been duly appointed, the
Administrator may make payment of such benefit otherwise payable to such
Participant or surviving spouse to such other person or institution, and the
release of such other person or institution shall be a valid and complete
discharge for the payment of such benefit.
8.4 Cooperation of Parties.
All parties to this Plan and any person claiming any interest
hereunder agree to perform any and all acts and execute any and all documents
and papers which are necessary or desirable for carrying out this Plan or any of
its provisions.
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8.5 Governing Law.
This Plan has been adopted in the State of North Carolina and all
questions pertaining to its validity, construction and administration shall be
determined in accordance with the laws of that State.
8.6 No Guarantee of Directorship.
Nothing contained in this Plan shall be construed as a guaranty or
right of any Participant to be continued as a Director of one or more of the
Nations Funds (or of a right of a Director to any specific level of
Compensation) or as a limitation of the right of any of the Nations Funds, by
shareholder action or otherwise, to remove any of its directors.
8.7 Counsel.
The Administrator may consult with legal counsel, who may be
counsel for one or more of the Board of Directors of the Nations Funds and for
the Administrator, with respect to the meaning or construction of this Plan, its
obligations or duties hereunder or with respect to any action or proceeding or
any question of law, and they shall be fully protected with respect to any
action taken or omitted by them in good faith pursuant to the advice of legal
counsel.
8.8 Spendthrift Provision.
A Participant's interest in his Accrued Benefit or Retirement
Benefit and the interest of a surviving spouse of a Participant in any benefit
payable under Article IV hereof shall not be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charges and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge the same shall be void; nor shall any portion of any such right hereunder
be in any manner payable to any assignee, receiver or trustee, or be liable for
such person's debts, contracts, liabilities, engagements or torts, or be subject
to any legal process to levy upon or attach.
8.9 Forfeiture for Cause.
Notwithstanding any other provision of this Plan to the contrary,
any benefits to which a Participant (or his surviving spouse) may otherwise be
entitled hereunder will be forfeited in the event the Administrator, in its sole
discretion, determines that a Participant's termination of Service is due to
such Participant's willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Director.
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ARTICLE IX
CLAIMS PROCEDURE
9.1 Notice of Denial.
If a Participant is denied any Retirement Benefit (or a surviving
spouse is denied a survivor's benefit) under this Plan, either in total or in an
amount less than the full Retirement Benefit to which he would normally be
entitled, the Administrator shall advise the Participant (or surviving spouse)
in writing of the amount of his Retirement Benefit (or survivor's benefit), if
any, and the specific reasons for the denial. The Administrator shall also
furnish the Participant (or surviving spouse) at that time with a written notice
containing:
(a) A specific reason with reference to pertinent Plan provisions.
(b) A description of any additional material or information
necessary for the Participant (or surviving spouse) to perfect his claim, if
possible, and an explanation of why such material or information is needed.
(c) An explanation of the Plan's claim review procedure.
9.2 Right to Reconsideration.
Within 60 days of receipt of the information stated in Section 9.1
above, the Participant (or surviving spouse) shall, if he desires further
review, file a written request for reconsideration with the Administrator.
9.3 Review of Documents.
So long as the Participant's (or surviving spouse's) request for
review is pending (including the 60-day period in 9.2 above), the Participant
(or surviving spouse) or his duly authorized representative may review pertinent
Plan documents and may submit issues and comments in writing to the
Administrator.
9.4 Decision by Administrator.
A final and binding decision shall be made by the Administrator
within 60 days of the filing by the Participant (or surviving spouse) of his
request for reconsideration, provided, however, that if the Administrator, in
its discretion, feels that a hearing with the Participant (or surviving spouse)
or his representative present is necessary or desirable, this period shall be
extended an additional 60 days.
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9.5 Notice by Administrator.
The Administrator's decision shall be conveyed to the Participant
(or surviving spouse) in writing and shall include specific reasons for the
decision and the provisions of the Plan on which the decision is based.
Adopted on January 26, 1995 by:
Nations Fund, Inc.
Nations Fund Trust
The Capitol Mutual Funds
Adopted on January 25, 1995 by:
Nations Fund Portfolios, Inc.
Amended on July 13, 1995 by:
Nations Fund, Inc.
Nations Fund Trust
The Capitol Mutual Funds
Nations Fund Portfolios, Inc.
Adopted on August 6, 1997 by:
Nations Annuity Trust
Adopted on February 24, 1999 by:
Nations Master Investment Trust
Adopted on December 9, 1999 by:
Nations Funds Trust
14
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;
(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;
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(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.
(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.
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(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.
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
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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,
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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.
(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.
(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
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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.
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(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:
(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
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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;
(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
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(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;
(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
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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.
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
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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.
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
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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.
(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.
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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.
(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.
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(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.
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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.
(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
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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.
(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.
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(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.
(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.
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(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.
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(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
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that the Trust or such Fund has been made whole by Custodian for any such loss,
damage, cost, expense, liability or claim.
(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.
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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.
(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
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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.
(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
22
<PAGE>
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
(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.
(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
23
<PAGE>
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).
(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
24
<PAGE>
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.
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
25
<PAGE>
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.
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
26
<PAGE>
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
27
<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 Growth 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 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 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
Last Amended: February 14, 2000
I-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
amended Schedule I to be executed by their duly authorized officers designated
below as of the 14th day of February, 2000.
NATIONS FUND TRUST
By:/s/ James E. Banks, Jr.
------------------------
James E. Banks, Jr.
Assistant Secretary
THE BANK OF NEW YORK
By:/s/ Stephen E. Grunston
------------------------
Stephen E. Grunston
Vice President
I-2
<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
II-1
<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.
Domestic Custodian Fee Schedule
III-1
<PAGE>
For
Nations Fund Trust
Money Market Funds
Out-of-Pocket Expenses
None.
Billing Cycle
The above fees are billed monthly.
<TABLE>
<CAPTION>
Nations Fund Trust The Bank of New York
<S> <C>
Approved by: /s/ Richard H. Blank, Jr. Approved by: /s/ Stephen E. Grunston
---------------------------- -------------------------
Title: Secretary Title: Vice President
------------------ ----------------
Date: 10/20/98 Date: 10/19/98
------------ ---------
</TABLE>
III-2
<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.
III-3
<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.
<TABLE>
<CAPTION>
Nations Fund Trust The Bank of New York
- ------------------ --------------------
<S> <C>
Approved by: /s/ Richard H. Blank, Jr. Approved by: Stephen E. Grunston
------------------------- ---------------------
Title: Secretary Title: Vice President
-------------- --------------
Date: 10/20/98 Date: 10/19/98
--------------- ---------
</TABLE>
III-4
<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).
III-5
<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.
III-6
<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.
III-7
<PAGE>
SCHEDULE IV
OVERDRAFT RATE
IV-1
Amendment to the
CUSTODY AGREEMENT
THIS AMENDMENT is made as of September 1, 1999, to the Custody
Agreement dated as of October 19, 1998 (the "Agreement"), by and between The
Bank of New York ("Custodian") and Nations Fund Trust (the "Trust"), on behalf
of its respective portfolios listed on Schedule I attached thereto.
RECITALS
WHEREAS, the parties hereto desire to amend certain schedules
underlying the provisions of the Agreement.
NOW THEREFORE, the Custodian and the Trust agree that the Agreement
shall be amended as follows:
1. Pursuant to Paragraph 23 of the Agreement, the underlying Schedule III to the
Custody Agreement for the Trust is revised. The revised Schedule III reflects a
modification in fees that the Trust will pay for the Custodian's services as
they relate to securities of foreign issue. Specifically, Schedule III is
amended by the addition of the Global Fee Schedule attached hereto, which may be
amended from time to time by mutual consent of the parties hereto.
The terms and provisions of this Amendment shall be deemed a part of
the Agreement for all purposes. To the extent that any provisions of the
Amendment modify or are otherwise inconsistent with any provisions of the
Agreement, the terms of this Amendment shall control. In all other respects, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first written
above.
THE BANK OF NEW YORK
By: /s/ Stephen E. Grunston
------------------------
Stephen E. Grunston
Vice President
NATIONS FUND TRUST
By: /s/ James E. Banks, Jr.
------------------------
James E. Banks, Jr.
Assistant Secretary
Amendment to the
CUSTODY AGREEMENT
THIS AMENDMENT is made as of February 14, 2000, to the Custody
Agreement dated as of October 19, 1998 (the "Agreement"), by and between The
Bank of New York ("Custodian") and Nations Fund Trust (the "Trust"), on behalf
of its respective portfolios listed on Schedule I attached thereto.
RECITALS
WHEREAS, the parties hereto desire to amend certain provisions of the
Agreement.
NOW THEREFORE, the Custodian and the Trust agree that the Agreement
shall be amended as follows:
1. Paragraph 25 is hereby amended by deleting subsection (a) in its
entirety and inserting the following:
"(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 III to this Agreement. In
addition, the Trust hereby agrees that to the extent of such overdraft
or indebtedness, 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
<PAGE>
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."
The terms and provisions of this Amendment shall be deemed a part of
the Agreement for all purposes. To the extent that any provisions of the
Amendment modify or are otherwise inconsistent with any provisions of the
Agreement, the terms of this Amendment shall control. In all other respects, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first written
above.
THE BANK OF NEW YORK
By: /s/ Stephen E. Grunston
--------------------------
Stephen E. Grunston
Vice President
NATIONS FUND TRUST
By: /s/ James E. Banks, Jr.
--------------------------
James E. Banks, Jr.
Assistant Secretary
CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
December 1, 1998 by and among STEPHENS INC. ("Stephens"), NATIONSBANC ADVISORS,
INC. ("NBAI") and NATIONS FUND 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 Stephens and NBAI 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 and NBAI are willing to render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. Appointment.
(a) The Trust hereby appoints Stephens to act as Co-Administrator of
the Funds and Stephens hereby accepts such appointment and agrees to render such
services and duties set forth in Paragraph 3, for the compensation and on the
terms herein provided. Absent written notification to the contrary by the Trust,
NBAI 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.
(b) The Trust also hereby appoints NBAI to act as Co-Administrator
of the Funds, and NBAI hereby accepts such appointment and agrees to render such
services and duties set forth in Paragraph 4, for the compensation and on the
terms herein provided. Absent written notification to the contrary by either the
Trust or NBAI, 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 and NBAI
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. 33-97817
and 811-4305), as filed with the Securities and Exchange Commission (the "SEC")
relating to the Funds' shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
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The Trust will furnish Stephens and NBAI from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide Stephens and NBAI with any other
documents that Stephens and NBAI may reasonably request and will notify Stephens
and NBAI as soon as possible of any matter materially affecting either Stephens'
or NBAI's performance of its services under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of the Trust, Stephens, as Co-Administrator, will
assist in supervising various aspects of the Trust's administrative operations
and undertakes to perform the following specific services from and after the
effective date of this Agreement:
(a) Maintaining office facilities for the Trust (which may be in the
offices of Stephens or a corporate affiliate);
(b) Furnishing clerical services, internal executive and
administrative services and stationery and office supplies in connection with
the foregoing;
(c) Assist in furnishing statistical and research data and data
processing services in connection with the foregoing;
(d) Furnishing corporate secretarial services, including assisting
in the coordination of the preparation and distribution of materials for Board
of Trustees meetings;
(e) Providing the services of certain persons who may be appointed
as officers of the Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel
to the Trust with respect to regulatory matters, including monitoring regulatory
and legislative developments which may affect the Trust and assisting in the
strategic response to such developments, counseling and assisting the Trust in
routine regulatory examinations or investigations of the Trust, and working
closely with outside counsel to the Trust in connection with any litigation in
which the Trust is involved;
(g) Assist in coordinating the preparation of reports to the Trust's
shareholders of record and the SEC including, but not necessarily limited to,
Annual Reports and Semi-Annual Reports to Shareholders and on Form N-SAR and
Notices pursuant to Rule 24f-2 under the 1940 Act;
(h) Coordinating with the Trust regarding the jurisdictions in which
the Shares shall be registered or qualified for sale and, in connection
therewith, being responsible for the registration or qualification and the
maintenance of such registration or qualification of Shares for sale under the
securities laws of any state. Payment of share registration fees and any fees
for qualifying or continuing the qualification of the Trust or any Fund as a
dealer or broker shall be made or reimbursed by the Trust or that Fund,
respectively;
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(i) Assisting in the preparation and filing on a timely basis of
various reports, registration statements and post-effective amendments thereto,
and other documents required by federal, state and other applicable laws and
regulations, other than those filed or required to be filed by NBAI or the
Funds' Sub-Advisers, Transfer Agent, Sub-Transfer Agent or Custodian;
(j) Performing certain compliance procedures for the Trust which
will include, among other matters, monitoring compliance with personal trading
guidelines by the Trust's Board of Trustees; and
(k) Generally assisting in all aspects of the Trust's operations.
In performing all services under this Agreement, Stephens shall (i) act
in conformity with: the Trust's Declaration of Trust and Code of Regulations,
the 1940 Act and the rules thereunder, and other applicable laws and
regulations, as the same may be amended from time to time, and the Trust's
Registration Statement, as such Registration Statement may be amended from time
to time; (ii) consult and coordinate with the Trust, as necessary and
appropriate; and (iii) advise and report to the Trust, as necessary or
appropriate, with respect to any compliance matters that come to its attention.
Stephens represents and warrants to the Trust that it will use
reasonable efforts to perform its duties and obligations under this Agreement
without: (a) any failure of its computer systems, or those used by it in the
performance of its duties hereunder, to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure of its computer systems, or those used by
it in the performance of its duties hereunder, to calculate any information
dependent on or relating to dates on or after January 1, 2000; or (c) any loss
of functionality or performance with respect to the maintenance of records or
processing of data containing dates falling on or after January 1, 2000 ((a),
(b), and (c) above shall be referred to as "Y2K Failures"). Notwithstanding the
above, Stephens shall not be liable for any Y2K Failures caused by Y2K Failures
in a third party system with which Stephens interfaces or from which Stephens
receives data in connection with the performance of its duties hereunder.
In performing its services under this Agreement, Stephens shall
cooperate and coordinate with NBAI as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for NBAI to
perform its responsibilities to the Trust.
4. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of the Trust, NBAI, 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
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Act and the rules thereunder). NBAI further agrees that all such records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request;
(b) valuing each Fund's assets and calculating the net asset value
and the net income of the shares of each Fund in accordance with the Trust's
current Prospectus(es), applicable pricing procedures and resolutions of the
Trust's Board of Trustees, provided, that in performing such services, NBAI
shall obtain security market quotes from independent pricing services, or if
such quotes are unavailable, obtain such prices from the Funds' Sub-Advisers;
(c) accumulating information for reports to 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;
(d) preparing and filing on a timely basis the Trust's tax returns
and other tax filings;
(e) monitoring the development and implementation of certain
compliance procedures for the Trust including, but not limited to, monitoring
(i) each Fund's status as a regulated investment company under Sub-Chapter M of
the Internal Revenue Code of 1986, as amended, including performing, on a
monthly basis and based upon information provided by the Fund's Sub-Advisers,
the 90% gross income and asset diversification tests derived from such
Sub-Chapter; and (ii) compliance by each Fund with its investment objective,
policies and restrictions, and applicable laws and regulations;
(f) preparing and furnishing to the Trust monthly broker security
transaction summaries and monthly security transaction listings and (at the
Trust's request) performance information (including yield and total return
information) calculated in accordance with applicable U.S. securities laws and
reporting to external databases such information as may reasonably be requested;
(g) assisting the Trust and its agents in their accumulation and
preparation of materials for the Board of Trustees' meetings and for regulatory
examinations and inspections of the Trust, to the extent such materials relate
to the services being performed for the Trust by NBAI; and
(h) coordinate the provisions of services to the Trust by other
service providers to the Trust, including the transfer agent, sub-transfer agent
and custodian.
In performing all services under this Agreement, NBAI shall (i) act in
conformity with the Trust's Declaration of Trust and Code of Regulations; the
1940 Act and the rules thereunder, and other applicable laws and regulations, as
the same may be amended from time to time; and the Trust's Registration
Statement, as such Registration Statement may be amended from time to time, (ii)
consult and coordinate with the Trust, as necessary and appropriate, and (iii)
advise and report to the Trust, as necessary or appropriate, with respect to any
compliance matters that come to its attention.
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NBAI represents and warrants to the Trust that it will use reasonable
efforts to perform its duties and obligations under this Agreement without: (a)
any failure of its computer systems to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure of its computer systems to calculate any
information dependent on or relating to dates on or after January 1, 2000; or
(c) any loss of functionality or performance with respect to the maintenance of
records or processing of data containing dates falling on or after January 1,
2000 ((a), (b), and (c) above shall be referred to as "Y2K Failures").
Notwithstanding the above, NBAI shall not be liable for any Y2K Failures caused
by Y2K Failures in a third party system with which NBAI interfaces or from which
NBAI receives data in connection with the performance of its duties hereunder
including, without limitation, the system of any sub-administrator engaged
pursuant to Paragraph 4.
In connection with its duties under this Paragraph 4, it is understood
and agreed that NBAI may, at its own expense, enter into sub-administration
agreements with other service providers and the Fund(s), provided that each such
service provider agrees with NBAI and the Fund(s) to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder. In
addition, upon notice to the Board of Trustees of the Trust, the parties agree
that NBAI may from time to time assume some or all of Stephens' duties set forth
in Paragraph 3 above.
In performing its responsibilities under this Agreement, NBAI shall
cooperate and coordinate with Stephens as necessary and appropriate and shall
provide such information within its possession or control as is reasonably
necessary or appropriate to Stephens to enable it to perform its
responsibilities to the Trust.
5. Compensation.
(a) Stephens shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 5(a)(2) below.
(1) Stephens will from time to time employ or associate with
such person or persons as Stephens may believe to be particularly suited to
assist it in performing services under this Agreement. Such person or persons
may be officers and employees of both Stephens and 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 or NBAI in such respect.
(2) 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; outside auditing expenses; outside legal
expenses; fees of any other service provider to the Trust; or other expenses not
specified in this Section 5(a) which may be properly payable by the Trust and
which are approved by the Trust's President or Treasurer.
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(3) The Trust will compensate Stephens for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, the Trust
shall reimburse Stephens for certain reasonable out-of-pocket distributions made
in connection with fulfilling its obligations under the Agreement. The items
eligible for reimbursement are set forth on Schedule A.
(b) NBAI shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
5(b)(2) below.
(1) NBAI will from time to time employ or associate with such
person or persons as NBAI may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees of both NBAI and the Trust. The compensation of such person or
persons shall be paid by NBAI and no obligation shall be incurred on behalf of
the Trust or Stephens in such respect.
(2) NBAI 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 NBAI; outside auditing expenses; outside legal
expenses; fees of independent pricing services utilized by NBAI to value each
Fund's assets; fees of any other service provider to the Trust (other than a
sub-administrator engaged pursuant to Paragraph 4); or other expenses not
specified in this Section 5(b) which may be properly payable by the Trust and
which are approved by the Trust's President or Treasurer.
(3) The Trust will compensate NBAI for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, the Trust
shall reimburse NBAI for certain reasonable out-of pocket distributions made in
connection with fulfilling its obligations under the Agreement. The items
eligible for reimbursement are set forth on Schedule A.
6. Limitation of Liability; Indemnification.
(a) 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.
(b) NBAI 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
NBAI's willful misfeasance, bad faith or gross negligence in the performance of
such obligations and duties, or by reason of its reckless disregard thereof.
(c) The Trust, on behalf of each Fund, will indemnify Stephens
and/or NBAI against and hold each harmless from any and all losses, claims,
damages, liabilities or
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expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit relating to the particular Fund and not resulting
from the willful misfeasance, bad faith or gross negligence of Stephens and/or
NBAI in the performance of such obligations and duties or by reason of their
reckless disregard thereof. Stephens and/or NBAI will not confess any claim or
settle or make any compromise in any instance in which the Trust will be asked
to provide indemnification, except with the Trust's prior written consent. Any
amounts payable by the Trust under this Section 6(c) shall be satisfied only
against the assets of the Fund involved in the claim, demand, action or suit and
not against the assets of any other investment portfolio of the Trust.
7. Effective Date; Termination of Agreement.
(a) This Agreement shall become effective, on a Fund by Fund basis,
upon the completion of the transfer of a Fund's accounting function to The Bank
of New York, notice of which shall be provided by the Trust to Stephens and NBAI
for each Fund. This Agreement shall remain in full force and effect with respect
to such Fund(s) unless terminated pursuant to the provisions of Section 7(c).
(b) The parties agree that the administration arrangements between
Stephens and the Trust, dated September 1, 1993, and the sub-administration
arrangements between Stephens and NBAI, dated November 18, 1997, with respect to
the Funds shall be terminated on a Fund by Fund basis upon the effectiveness of
this Agreement.
(c) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days' written notice, by vote of the Board of Trustees of
the Trust, by Stephens or by NBAI. Stephens and NBAI will each cooperate with
and assist the Trust, its agents and any successor administrator or
administrators in the substitution/conversion process.
(d) Sections 6 and 9 shall survive this Agreement's termination.
8. Amendments. No provision of this Agreement may be changed,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, discharge or termination is
sought.
9. Confidentiality. All books, records, information and data pertaining
to the business of the Trust, its prior, present or potential shareholders and
NBAI's customers that are exchanged or received pursuant to the performance of
Stephens' and/or NBAI's duties under this Agreement shall remain confidential
and shall not be disclosed to any other person, except as specifically
authorized by the Trust or as may be required by law, and shall not be used for
any purpose other than performance of NBAI's and Stephens' responsibilities and
duties hereunder.
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10. Service to Other Companies or Accounts. The Trust acknowledges that
both Stephens and NBAI now act, will continue to act and may act in the future
as investment adviser to fiduciary and other managed accounts, and as investment
adviser, investment sub-adviser and/or administrator to other investment
companies or series of investment companies, and the Trust has no objection to
either Stephens or NBAI so acting. The Trust further acknowledges that the
persons employed by both Stephens and NBAI to assist in the performance of their
duties under this Agreement may not devote their full time to such service and
nothing contained in this Agreement shall be deemed to limit or restrict the
right of Stephens or NBAI or any affiliate of either to engage in and devote
time and attention to other businesses or to render services of whatever kind or
nature.
11. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust, Stephens or NBAI shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Trust:
Nations Fund Trust
111 Center Street, Suite 3000
Little Rock, Arkansas 72201
Attention: Secretary
To Stephens:
Stephens Inc.
111 Center Street, Suite 3000
Little Rock, Arkansas 72201
Attention: Richard H. Blank, Jr.
To NBAI:
NationsBanc Advisors, Inc.
One Bank of America Plaza
33rd Floor
Charlotte, NC 28255
Attention: Edward D. Bedard
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other parties.
(c) This Agreement shall be construed in accordance with the laws of
the 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.
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(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters described herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
STEPHENS INC.
By: /s/ Richard H. Blank, Jr.
---------------------------------
Name: Richard H. Blank, Jr.
Title: Senior Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Edward D. Bedard
---------------------------------
Name: Edward D. Bedard
Title: Senior Vice President and
Chief Operating Officer
NATIONS FUND TRUST
By: /s/ James E. Banks, Jr.
---------------------------------
Name: James E. Banks, Jr.
Title: Assistant Secretary
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SCHEDULE I
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 Disciplined Equity 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 Balanced Assets Fund
13. Nations Short-Intermediate Government Fund
14. Nations Short-Term Income Fund
15. Nations Diversified Income Fund
16. Nations Strategic Fixed Income Fund
17. Nations Municipal Income Fund
18. Nations Short-Term Municipal Income Fund
19. Nations Intermediate Municipal Bond Fund
20. Nations Florida Intermediate Municipal Bond Fund
21. Nations Florida Municipal Bond Fund
22. Nations Georgia Intermediate Municipal Bond Fund
23. Nations Georgia Municipal Bond Fund
24. Nations Maryland Intermediate Municipal Bond Fund
25. Nations Maryland Municipal Bond Fund
26. Nations North Carolina Intermediate Municipal Bond Fund
27. Nations North Carolina Municipal Bond Fund
28. Nations South Carolina Intermediate Municipal Bond Fund
29. Nations South Carolina Municipal Bond Fund
30. Nations Tennessee Intermediate Municipal Bond Fund
31. Nations Tennessee Municipal Bond Fund
32. Nations Texas Intermediate Municipal Bond Fund
33. Nations Texas Municipal Bond Fund
34. Nations Virginia Intermediate Municipal Bond Fund
35. Nations Virginia Municipal Bond Fund
36. Nations Strategic Growth Fund
Last Amended: February 14, 2000
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IN WITNESS WHEREOF, the parties hereto have caused this amended
Schedule I to be executed by their duly authorized officers designated below as
of the 14th day of February, 2000.
STEPHENS INC.
By: /s/ Richard H. Blank, Jr.
------------------------------
Richard H. Blank, Jr.
Senior Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Roberth H. Gordon
------------------------------
Robert H. Gordon
President
NATIONS FUND TRUST
By: /s/ James E. Banks, Jr.
------------------------------
James E. Banks, Jr.
Assistant Secretary
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SCHEDULE A
For services rendered pursuant to this Agreement, the Trust will pay
Stephens and NBAI, in the aggregate, an administration fee, computed daily and
payable monthly, based on annual rate of each Fund's daily net assets as
follows:
1. Money Market Funds: 0.10%
2. Fixed Income Funds: 0.22%
3. International Funds: 0.22%
4. Domestic Equity Funds: 0.23%
It is understood and agreed among the parties that the aggregate
administration fee payable hereunder shall be divided by and between Stephens
and NBAI, as they may agree from time to time.
In addition to the asset-based fee set forth above, the Trust shall
reimburse Stephens, NBAI and any sub-administrator engaged pursuant to Paragraph
4 for certain reasonable out-of-pocket expenses incurred by them in connection
with the performance of their respective duties hereunder.
Reimbursable out-of-pocket expenses shall include the following:
reasonable costs associated with postage (including overnight services),
telephone, telecommunications (including facsimiles), duplicating, pricing
services, and forms and supplies.
A-1
SUB-ADMINISTRATION AGREEMENT
This SUB-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
December 1, 1998 by and among THE BANK OF NEW YORK ("BNY"), NATIONSBANC
ADVISORS, INC. ("NBAI") and NATIONS FUND 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, NBAI serves as the Co-Administrator for the investment
portfolios of the Trust pursuant to a separate Co-Administration Agreement; and
WHEREAS, NBAI desires to retain BNY to render certain
sub-administrative services to the Trust and to NBAI, as Co-Administrator of the
Trust, and BNY is willing to render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. Appointment and Duties as Sub-Administrator.
(a) NBAI hereby appoints BNY to act as Sub-Administrator of the Trust
and to render sub-administrative services for each portfolio of the Trust listed
on Schedule I (individually, a "Fund" and collectively, the "Funds") and BNY
hereby accepts such appointment and agrees to render the services and duties set
forth in Schedule II as it may be amended from time to time, for the
compensation and on the terms herein provided. Each new investment portfolio
established in the future by the Trust or NBAI will become a "Fund" for all
purposes hereunder when BNY receives a revised Schedule I from NBAI or the Trust
that includes such new portfolio.
(b) Subject to the other provisions of this Section 1, in performing
all services under this Agreement, BNY shall (i) act in conformity with the
Trust's Declaration of Trust and Code of Regulations (the "Regulations"), the
1940 Act and the rules thereunder, including but not limited to Rules 31a-1 to
31a-3, and other applicable laws and regulations, as the same may be amended
from time to time, and the Trust's Registration Statement, as such Registration
Statement may be amended from time to time; (ii) consult and coordinate with
NBAI and the Trust, as necessary and appropriate; and (iii) advise and report to
NBAI and the Trust, as necessary or appropriate, with respect to any compliance
matters that come to its attention. In performing all services under this
Agreement BNY shall meet the minimum quality of service standards set forth on
Schedule III.
(c) The Trust has furnished BNY and NBAI with copies properly certified
or authenticated of each of the following: (i) the Trust's Declaration of Trust
or other organizational document and all amendments thereto (the "Declaration");
(ii) the Trust's Regulations; (iii) resolutions of the Trust's Board of Trustees
or other governing body (the
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"Board") authorizing the execution, delivery and performance of this Agreement
by the Trust; (iv) 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. 002-97817
and 811-04305), as filed with the Securities and Exchange Commission (the "SEC")
relating to the Funds' shares (the "Shares"); (iv) the Funds' current
Prospectus(es); (v) the Funds' current Statement(s) of Additional Information;
and (vi) the pricing procedures applicable to the calculation of the Funds' net
asset values as approved by the Trust's Board (the "Pricing Procedures"). It is
solely the Trust's responsibility to furnish BNY from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, and BNY will not be held to have knowledge of any such amendments or
supplements until the same are actually received by BNY. Furthermore, the Trust
will provide BNY with any other documents that BNY and NBAI may reasonably
request and will notify BNY and NBAI as soon as possible of any matter
materially affecting either BNY's or NBAI's performance of its services under
this Agreement.
(d)(i) BNY undertakes to report on a regular basis to NBAI and the
Trust regarding: (A) the readiness of its computer systems, or those used by it
in the performance of its duties hereunder, properly to record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, September 9, 1999, January 1, 2000 or February 29, 2000 (the "Subject
Dates") as a result of the occurrence, or use of data containing any such
Subject Dates; (B) the readiness of its computer systems or those used by it in
the performance of its duties hereunder, to calculate any information dependent
on or relating to dates on or after the Subject Dates; and (C) its ability to
perform the administration and fund accounting services set forth in Schedule II
(the "Services") in accordance with any applicable performance standards set
forth in Schedule III (the "Standards") with respect to the maintenance of
records or processing of data containing dates falling on or after the Subject
Dates, provided that, with respect to computers used but not owned by BNY and
third-party computer systems other than InvestOne, BNY's responsibility shall be
limited to seeking similar reports from such owners or third parties and
promptly forwarding such reports to NBAI. Without limiting the foregoing, BNY
undertakes to notify NBAI and the Trust, in writing, of any concerns believed by
BNY to be material regarding the events described in this paragraph, provided
that, with respect to computers owned by others and third-party computer systems
other than InvestOne, BNY's responsibility shall be limited to seeking similar
notice from such owners or third parties and promptly forwarding such
notifications to NBAI.
(ii) NBAI or the Trust shall have the right to terminate this Agreement
if there is a "material failure" by BNY to perform any of the Services in
accordance with the Standards due to a failure by computers owned or used by BNY
in performing its duties hereunder to properly process the occurrence of the
Subject Dates or data containing the Subject Dates. As used in this Section
1(d), the term "material failure" shall be limited to a failure to provide any
of the Services in accordance with the Standards, provided that no such failure
shall be deemed a "material failure" if such failure occurs at or about the time
other major financial institutions similar to BNY providing similar services in
a similar volume to investment companies similar to the Trust are experiencing
similar failures, and, provided further, that no failure by BNY shall be or be
deemed a "material failure" if BNY substantially provides the Services under a
contingency plan, it being agreed that, to the extent that the parties mutually
agree, the time frames and deadlines set forth in Schedule III of this Agreement
and elsewhere shall not be
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considered in determining whether BNY is substantially providing the Services in
accordance with the Standards. NBAI and the Trust agree to act reasonably and in
good faith in considering any request by BNY to extend time frames and
deadlines.
(iii) In the event there is a "material failure" by BNY to provide the
Services and such "material failure" is not cured by BNY within 10 days after
such material failure arises, NBAI or the Trust shall have the right to
terminate this Agreement upon the giving of 60 days written notice to BNY. BNY
shall, notwithstanding any other provision contained in this Agreement, have no
liability to the Trust or NBAI under this Agreement if such "material failure"
initially arose out of or was caused by a failure of a computer used but not
owned by BNY or owned by a third party (other than InvestOne) to properly
process the Subject Dates or data containing the Subject Dates, and BNY shall be
entitled to any compensation and reimbursement for out-of-pocket expense as may
then be due and payable, as well as agreed-upon out-of-pocket expenses incurred
in connection with such a termination. If such a termination is the result of a
"material failure" initially arising out of, or caused by a failure of computers
owned by BNY or a failure by InvestOne, then, first, BNY's liability hereunder
for such failure shall, notwithstanding any other provision contained in this
Agreement to the contrary, be limited to the lesser of (x) the fees paid to a
successor service provider during the six months next succeeding the date of
termination to the extent such fees exceed the fees that would have been paid to
BNY hereunder, and (y) $1,000,000; and second, BNY shall not be entitled to
out-of-pocket expenses incurred in connection with such a termination.
(iv) In the event of conflict between this Section 1(d) and any other
provision contained in this Agreement, this Section 1(d) shall control.
(v) NBAI and the Trust each agree to hold all of the provisions of this
Section 1(d) in strict confidence and not to disclose, nor permit disclosure of,
such provisions.
(e) Subject to the direction and approval of the Trust's Board and
appropriate officers and the provisions of this Agreement, BNY shall provide to
each Fund the administrative services set forth on Schedule II attached hereto.
In performing such services hereunder, BNY shall provide, at its expense, office
space, facilities, equipment and personnel. BNY shall not provide any services
relating to the management, investment advisory or sub-advisory functions of any
Fund, distribution of shares of any Fund, maintenance of any Fund's financial
records (except as otherwise agreed by the parties) or any services normally
performed by the Funds' counsel or independent accountants. Upon receipt of the
Trust's prior written consent, BNY may delegate any of its duties and
obligations hereunder to any delegee or agent whenever and on such terms and
conditions as it deems necessary or appropriate. Unless expressly agreed in
writing, BNY shall not be relieved of liability or responsibility for the
performance of any duties or obligations delegated to a delegee or agent,
provided that BNY shall have no liability for duties or obligations that are
delegated to a delegee or agent at the instruction of the Trust or NBAI. The
Trust and NBAI shall cause their respective officers, and shall use reasonable
efforts to cause the Trust's or NBAI's legal counsel, independent accountants,
and transfer agent to cooperate with BNY and to provide BNY, upon BNY's
reasonable written request, such information, documents and advice relating to
such Fund as is within the possession or knowledge of such persons, in order to
enable BNY to perform its duties hereunder. Such cooperation or provision of
information, documents or advice shall be at no cost to BNY,
3
<PAGE>
provided BNY's request is reasonable and NBAI shall have been notified of the
request. In connection with its duties hereunder, BNY shall be entitled to
reasonably rely upon any documents relating to a Fund provided to BNY by any of
the aforementioned persons. BNY may apply to the Trust or NBAI for written
instructions with respect to any matter arising in connection with BNY's
performance hereunder. If, after a reasonable period of time, BNY receives no
response to any such application, BNY may then notify the Trust or NBAI of
reasonable action that BNY shall take if written instructions are not received
within a stated period of time after such notice, and then BNY shall not be
liable for taking such reasonable action as if written instructions had been
provided. BNY is entitled to reasonably rely and act in accordance with written
instructions believed to have been given by authorized persons and shall incur
no costs for such reasonable reliance. BNY shall have no duties or
responsibilities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement and Schedule II hereto, and no covenant
or obligation shall be implied against BNY in connection with this Agreement.
(f) The Trust and NBAI, for itself and not for the others, hereby
represents and warrants to BNY, which representations and warranties shall be
deemed to be continuing, that: (i) it is duly organized and existing under the
laws of the jurisdiction of its organization, with full power to carry on its
business as now conducted, to enter into this Agreement and to perform its
obligations hereunder; (ii) this Agreement has been duly authorized, executed
and delivered by it in accordance with all requisite action and constitutes a
valid and legally binding obligation, enforceable in accordance with its terms;
(iii) it is conducting its business substantially in compliance with all
applicable laws and regulations, both state and federal, and has obtained all
regulatory licenses, approvals and consents necessary to carry on its business
as now conducted; (iv) there is no statute, regulation, rule, order or judgment
binding on it and no provision of its Declaration or Regulations, nor of any
mortgage, indenture, credit agreement or other contract binding on it or
affecting its property which would prohibit its execution or performance of this
Agreement; and (v) the Trust and NBAI will use reasonable efforts to promptly
notify BNY of any errors or omissions contained in any reports, calculations,
valuations and other items of information, provided that any failure by the
Trust or NBAI to detect any such errors or omissions shall not relieve BNY of
any resulting liability therefrom. To the extent that NBAI has actual knowledge
of any such error or omission and fails to use reasonable efforts to promptly
notify BNY, BNY shall be relieved of any liability that BNY may have mitigated
had NBAI provided notice of such error or omission to BNY.
(g) BNY hereby represents and warrants to the Trust and NBAI, which
representations and warranties shall be deemed to be continuing, that: (i) it is
duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted, to
enter into this Agreement and to perform its obligations hereunder; (ii) this
Agreement has been duly authorized, executed and delivered by it in accordance
with all requisite action and constitutes a valid and legally binding
obligation, enforceable in accordance with its terms; and (iii) it is conducting
its business substantially in compliance with all applicable laws and
regulations, both state and federal, and has obtained all regulatory licenses,
approvals and consents necessary to carry on its business as now conducted;
there is no statute, regulation, rule, order or judgment binding on it and no
provision of its Declaration or Regulations, nor of any mortgage, indenture,
credit agreement or other contract
4
<PAGE>
binding on it or affecting its property which would prohibit its execution or
performance of this Agreement.
2. Compensation. For the services to be rendered, the facilities to be
furnished and the compensation and other expenses to be borne by BNY, as
provided for in this Agreement, BNY shall be entitled to receive a monthly fee
from NBAI and reimbursement for out-of-pocket expenses as set forth in Schedule
IV to this Agreement. It is understood that NBAI shall be responsible for BNY's
monthly fee for its services hereunder, and BNY agrees that it shall have no
claim against the Trust or the Funds with respect to compensation under this
Agreement.
3. Recordkeeping. BNY shall, as agent for the Trust, and subject to the
direction and approval of the Trust's Board and the provisions of this
Agreement, maintain and keep current the books, accounts and other documents, if
any, pursuant to the services and duties provided by BNY as set forth in
Schedule II of this Agreement, and preserve any such books, accounts and other
documents in accordance with the applicable provisions of Rule 31a-2 of the 1940
Act. Such books, accounts and other documents shall be made available upon
reasonable request for inspection by officers, employees and auditors of the
Trust and NBAI during BNY's normal business hours. All records maintained and
preserved by BNY pursuant to this Agreement which the Trust is required to
maintain and preserve in accordance with Rule 31a-2 of the 1940 Act shall be and
remain the property of the Trust and shall be surrendered to the Trust promptly
upon request in the form in which such records have been maintained and
preserved. Upon reasonable request of the Trust, BNY shall provide in data files
or hard copy, whichever the Trust shall reasonably elect, any records included
in any such delivery which are maintained by BNY on a computer disc, or are
similarly maintained, and the Trust shall reimburse BNY for its expenses of
providing such hard copy.
4. Standard of Care; Indemnification.
(a) BNY shall at all times act in good faith and agrees to use its best
efforts to fulfill its obligations under this Agreement, but assumes no
responsibility for loss or damage to the Trust unless such loss or damages is
caused by BNY's own negligence, bad faith or willful misconduct or that of its
directors, officers or employees. BNY shall be responsible hereunder for all
direct damages resulting from its own negligence, bad faith or willful
misconduct, provided however that it shall not be responsible for lost profits
or lost business arising under or in connection with this Agreement. It is
understood and agreed that for purposes of this Section 4(a), "direct damages"
shall include, but shall not be limited to, all legal costs, penalties,
reimbursement for excess distribution and redemption payments, repurchasing
costs for servicing agents and reimbursement to the Funds for net asset value
breaks (as calculated under the Pricing Procedures).
(b) The Trust, on behalf of each Fund, will indemnify BNY against and
hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses of a defense against
any claim, demand, action or suit), relating to the particular Fund and arising
from any one or more of the following: (i) errors in records or instructions,
explanations, information, specifications or documentation of any kind, as the
case may be, supplied to BNY by any person described in Section 1 hereof or by
any third party described in Section 5; (ii) action or inaction taken or omitted
to be taken by BNY pursuant to
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written or oral instructions described in this Agreement (or otherwise without
bad faith, negligence or willful misconduct); (iii) any action taken or omitted
to be taken by BNY in good faith in accordance with the advice or opinion of
counsel for a Fund, the Trust, NBAI (obtained in accordance with the procedures
set forth in this Agreement) or its own counsel; (iv) any improper use by the
Fund, the Trust, NBAI or their respective agents, of any valuations or
computations supplied by BNY pursuant to this Agreement; (v) the method of
valuation of the securities and the method of computing a Fund's net asset value
or any other amount computed by BNY hereunder, provided BNY has followed the
Pricing Procedures; and (vi) any valuation of securities, net asset value or
other amount provided by a Fund or NBAI. BNY will not confess any claim or
settle or make any compromise in any instance in which 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 4(b) shall be satisfied only
against the assets of the Fund involved in the claim, demand, action or suit and
not against the assets of any other investment portfolio of the Trust.
5. Fund Accounting Services.
(a) BNY, in performing the services required of it under the terms of
this Agreement, shall be entitled to rely fully on the accuracy and validity of
any and all instructions, explanations, information, specifications and
documentation furnished to it by a Fund and shall have no duty or obligation to
review the accuracy, validity or propriety of such instructions, explanations,
information, specifications or documentation, including, without limitation,
evaluations of securities; the amounts or formula for calculating the amounts
and times of accrual of Fund's liabilities and expenses; the amounts receivable
and the amounts payable on the sale or purchase of securities; and amounts
receivable or amounts payable for the sale or redemption of Fund shares effected
by or on behalf of the Fund. In the event BNY's computations hereunder rely, in
whole or in part, upon information, including, without limitation, bid, offer or
market values of securities or other assets, or accruals of interest or earnings
thereon, from a pricing or similar service utilized, or subscribed to, by BNY
which BNY in its judgment deems reliable, or any other third party pricing
source designated by the Trust, BNY shall not be responsible for, under any duty
to inquire into, or deemed to make any assurances with respect to, the accuracy
or completeness of such information. BNY shall not be required to inquire into
any valuation of securities or other assets by the Fund or any third party
described in this Section, even though BNY in performing services similar to the
services provided pursuant to this Agreement for others may receive different
valuations of the same or different securities of the same issuers.
(b) Subject to the provisions of this Agreement and the direction and
approval of the Trust's Board, BNY shall perform the computations described in
Schedule II at such times and dates and in the manner specified or described in
the then-current Prospectus(es) of a Fund. To the extent valuation of securities
or a computation specified or described in a Fund's Pricing Procedures or
then-current effective Prospectus is at any time inconsistent with any
applicable laws or regulations, the Trust or NBAI shall immediately so notify
BNY in writing and thereafter shall furnish BNY at all appropriate times with
the values of such securities and such Fund's net asset value or other amounts
otherwise to be calculated by BNY, or, subject to the prior approval of BNY,
instruct BNY in writing to value securities and make such computations in a
manner which the Trust or NBAI then represents in writing to be consistent with
all applicable laws and regulations. The Trust or NBAI may also from time to
time, subject to the prior approval of
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<PAGE>
BNY, instruct BNY in writing to make computations other than as specified in
this Section of this Agreement. By giving such instruction, the Trust or NBAI
shall be deemed to have represented that such instruction is consistent with all
applicable laws and regulations and the then-current effective Prospectus of the
particular Fund. The Trust or NBAI shall have sole responsibility for
determining the method of valuation of securities and the method of
computations, and all computations, valuation of securities and the method of
computing each Fund's net asset value shall be subject to approval by the Trust
and NBAI. BNY shall not be liable for relying on any price provided by any
pricing service believed by BNY to be reliable, and the Trust or NBAI shall
furnish values when the same are not available from a pricing service utilized
by BNY, with such furnishing to constitute an instruction to BNY to rely on the
provided values.
(c) BNY shall be responsible for determining and properly reflecting in
the computations made by it made by it under this Agreement: (i) the taxable
nature of any distribution or amount received or deemed received by, or payable
to, a Fund; (ii) the taxable nature or effect on a Fund or its shareholders of
any corporate actions, class actions, tax reclaims, tax refunds, or similar
events; (iii) the taxable nature or taxable amount of any distribution or
dividend paid, payable or deemed paid, by a Fund to its shareholders; (iv) the
effect under any federal, state, or foreign income tax laws of a Fund making or
not making any distribution or dividend payment, or any election with respect
thereto; or (v) any tax accounting; provided, however, that if BNY is not
certain of the taxable nature, amount or effect of any such item, it may seek
instructions regarding the proper treatment of such item from the Trust or NBAI
in accordance with the procedures set forth in Section 1(e), above, and shall
have no liability for acting in reliance on such instructions.
6. Termination of Agreement.
(a) This Agreement shall become effective as of the date first set
forth above and shall remain in full force and effect unless terminated pursuant
to the provisions of Section 6(b).
(b) This Agreement may be terminated at any time without payment of any
penalty, upon 60 days' written notice to BNY by NBAI or by vote of the Board of
the Trust; or upon 180 days' written notice to NBAI and the Trust by BNY. Upon
any such termination, BNY will cooperate with and assist the Trust, NBAI, their
agents and any successor administrator(s) or sub-administrator(s) in the
substitution/conversion process. In connection with any termination of this
Agreement, unless BNY is in breach of this Agreement, the Funds and NBAI agree
to pay BNY any compensation and reimbursement for out-of-pocket expenses as may
then be due and payable, as well as agreed-upon out-of-pocket expenses incurred
in connection with a termination. If BNY is in breach of this Agreement, the
Funds and NBAI may offset any compensation or reimbursement amounts owed to BNY
by the amount of damages, costs and expenses incurred as a result of BNY's
breach, including costs, expenses and reasonable incremental fees for a period
not to exceed one year incurred in connection with a conversion by the Trust and
NBAI to a successor service provider. In the event of a dispute as to the amount
of such damages, the Funds and NBAI agree to escrow the set-off amount.
(c) Sections 4 and 8 shall survive this Agreement's termination.
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7. Amendments. Except as expressly provided in the first paragraph of
Section 1, no provision of this Agreement may be amended or modified orally, but
only by an instrument in writing signed by the party against which enforcement
of the amendment or modification is sought.
8. Confidentiality. All books, records, information and data pertaining
to the business of the Trust, or its prior, present or potential shareholders
that are exchanged or received in connection with the performance of BNY's
duties under this Agreement shall remain confidential and shall not be disclosed
to any other person, except as specifically authorized by 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, and except that BNY retains the right
to disclose matters subject to confidentiality to its examiners, regulators,
internal or external auditors, its accountants, its internal and external
counsel, and to any other entity whenever it is advised by its internal or
external counsel that it is reasonably likely that BNY would be liable for a
failure to do so. BNY will endeavor to provide written notice to the Trust and
NBAI at least five business days prior to any disclosures pursuant to this
Section 8, but, provided it shall have provided as much notice as is reasonably
practicable under the circumstances, BNY shall have no liability for any failure
to do so.
9. Service to Other Companies. The Trust and NBAI acknowledge that BNY
now provides, will continue to provide and may in the future provide
administrative or other services to other investment companies or series of
investment companies, and the Trust and NBAI have no objection to BNY so doing.
The Trust and NBAI further acknowledge that the persons employed by BNY to
assist in the performance of BNY's duties under this Agreement may not devote
their full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of BNY or any affiliate of BNY to engage
in and devote time and attention to other businesses or to render services of
whatever kind or nature.
10. Conversion Schedule. If the Trust and NBAI, in the exercise of
their reasonable judgment, cannot meet the conversion schedule set forth in
Schedule VI as a result of BNY's inability to provide, or to confirm that it is
capable of providing, the services described in Schedule II or to meet the
quality of service standards set forth in Schedule III with respect to one or
more Funds in accordance with the conversion schedule attached as Schedule VI,
then BNY shall be obligated to pay any resulting incremental costs incurred by
the Trust or NBAI, including any incremental fees payable to First Data
Investors Services Group by the Trust or NBAI.
11. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflict of laws principles thereof.
Each Fund, the Trust and NBAI hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any dispute
arising hereunder. To the extent that in any such jurisdiction any of the
aforementioned persons may now or hereafter be entitled to claim, for itself or
its assets, immunity from suit, execution, attachment (before or after judgment)
or other legal process, each irrevocably agrees not to claim, and it hereby
waives, such immunity.
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(b) In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
(c) Each and every right granted to BNY, the Trust or NBAI hereunder or
under any other document delivered hereunder or in connection herewith, or
allowed it by law or equity, shall be cumulative and may be exercised from time
to time. No failure on the part of BNY, the Trust or NBAI to exercise, and no
delay in exercising, any right will operate as a waiver thereof, nor will any
single or partial exercise by BNY, the Trust or NBAI of any right preclude any
other or future exercise thereof or the exercise of any other right.
(d) BNY shall not be responsible for delays or errors that occur by
reason of circumstances beyond its reasonable control in the performance of its
duties under this Agreement, provided that reasonable back-up and disaster
recovery systems are in place, including, without limitation, labor
difficulties, mechanical breakdowns, computer breakdowns or malfunctions
(hardware or software), flood or catastrophe, acts of God, failures of
transportation, communication or power supply, or other similar circumstances.
Nor shall BNY be responsible for delays or failures to supply the information or
services specified in this Agreement where such delays or failures are caused by
the failure of any person(s) other than BNY to supply any instructions,
explanations, information, specifications or documentation deemed necessary by
BNY in the performance of its duties under this Agreement.
(e) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust, BNY and/or NBAI shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Trust:
Nations Fund Trust
111 Center Street
Little Rock, Arkansas 72201
Attention: Richard H. Blank, Jr.
To NBAI:
NationsBanc Advisors, Inc.
One Bank of America Plaza
101 South Tryon Street, NC1-002-33-31
Charlotte, NC 28255-0001
Attention: Edward D. Bedard
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To BNY:
The Bank of New York
90 Washington Street
22nd Floor
New York, NY 10286
Attention: Stephen E. Grunston
(f) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement may not be assigned by BNY, nor may BNY delegate
responsibility for the performance of any of its duties hereunder, without the
written consent of the other parties hereto.
(g) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(h) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(i) This Agreement constitutes the entire agreement between the parties
hereto with respect to the provision by BNY of sub-administrative services and
the receipt of fees therefor, and supersedes all prior arrangements or
understandings, written or oral, with respect to the provision by BNY of such
services and the receipt of fees therefor.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
THE BANK OF NEW YORK
By: /s/ Stephen E. Grunston
------------------------------
Name: Stephen E. Grunston
Title: Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Edward D. Bedard
-------------------------------
Name: Edward D. Bedard
Title: Senior Vice President and
Chief Operating Officer
NATIONS FUND TRUST
By: /s/ James E. Banks, Jr
-------------------------------
Name: James E. Banks, Jr.
Title: Assistant Secretary
11
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SCHEDULE I
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 Disciplined Equity 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 Balanced Assets Fund
13. Nations Short-Intermediate Government Fund
14. Nations Short-Term Income Fund
15. Nations Diversified Income Fund
16. Nations Strategic Fixed Income Fund
17. Nations Municipal Income Fund
18. Nations Short-Term Municipal Income Fund
19. Nations Intermediate Municipal Bond Fund
20. Nations Florida Intermediate Municipal Bond Fund
21. Nations Florida Municipal Bond Fund
22. Nations Georgia Intermediate Municipal Bond Fund
23. Nations Georgia Municipal Bond Fund
24. Nations Maryland Intermediate Municipal Bond Fund
25. Nations Maryland Municipal Bond Fund
26. Nations North Carolina Intermediate Municipal Bond Fund
27. Nations North Carolina Municipal Bond Fund
28. Nations South Carolina Intermediate Municipal Bond Fund
29. Nations South Carolina Municipal Bond Fund
30. Nations Tennessee Intermediate Municipal Bond Fund
31. Nations Tennessee Municipal Bond Fund
32. Nations Texas Intermediate Municipal Bond Fund
33. Nations Texas Municipal Bond Fund
34. Nations Virginia Intermediate Municipal Bond Fund
35. Nations Virginia Municipal Bond Fund
36. Nations Strategic Growth Fund
Last Amended: February 14, 2000
I-1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this amended
Schedule I to be duly executed and delivered by their duly authorized officers
designated below as of the 14th day of February, 2000.
THE BANK OF NEW YORK
By: /s/ Stephen E. Grunston
--------------------------
Stephen E. Grunston
Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Robert H. Gordon
--------------------------
Robert H. Gordon
President
NATIONS FUND TRUST
By: /s/ James E. Banks, Jr.
--------------------------
James E. Banks, Jr.
Assistant Secretary
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<PAGE>
SCHEDULE II
FUND ADMINISTRATION SERVICES
BNY shall perform the following sub-administrative services, in
addition to any other services agreed to from time to time:
o Monitor and document compliance by the Funds with their policies and
restrictions as delineated in their Prospectuses and Statements of
Additional Information, including any supplements or amendments thereto,
and with the rules and regulations under the 1940 Act utilizing Charles
River Development's compliance monitoring system or by such other means as
the parties may agree. NBAI shall be responsible for communicating such
policies and restrictions, including any changes thereto, to BNY by such
means as the parties agree.
o Provide income attribution summary schedules necessary for year-end tax
reporting, including the attached examples. Provide a gross up for foreign
taxes on a per share basis and the redesignation of income and capital
gains on a per share basis.
o Prepare federal, state, excise and local income tax returns for the
Funds and file such returns upon the approval of the Funds' independent
accountants; monitor, report on and prepare periodic worksheet and tax
provision packages with respect to Sub-Chapter M qualifications;
prepare and file all Form 1099s with respect to the Funds' Trustees;
monitor compliance with Section 4982 of the Internal Revenue Code;
calculate and maintain records pertaining to original issue discount
and premium amortization as required; identify wash sales and all other
book/tax differences, and report results to the Funds' independent
accountants and Funds management; and such other duties relating to
federal and/or state tax compliance as the parties may agree. BNY shall
be responsible for providing all pertinent tax information to the
Funds' independent accountants.
o Prepare Return of Capital Statement of Position 93-2 adjustments.
o Support NBAI in its preparation of the schedules and provide NBAI unaudited
quarterly and semi-annual and audited annual financial statements and
schedules of Fund investments by providing, without limitation, each Funds'
schedule of investments and general ledger in electronic format and/or hard
copy, as required, and such other information as may be necessary to
complete such financial reports.
o Prepare statistical reports for outside information services (referenced in
Schedule V), and such other information services as the parties may agree,
including the ICI expense survey.
o Prepare calculations for capital gains pursuant to IRS rules in conjunction
with NBAI and the Funds' independent accountants.
o Attend Fund shareholder and Board of Trustees meetings as requested by
NBAI, including making such presentations as are appropriate, and, with
respect to the Fund administration services described herein, provide such
periodic and special reports to the Trust and NBAI as the Trust and NBAI
shall reasonably request.
II-1
<PAGE>
FUND ACCOUNTING SERVICES
BNY shall provide all accounting and recordkeeping services necessary
and appropriate for the business of the Funds, including but not limited to
those set forth below.
Required Records; Ledgers and Journals
BNY shall keep current the following accounts and records relating to
the business of the Funds, in such form as is required by the 1940 Act and the
rules thereunder, and generally accepted accounting principles, to support all
filings under applicable federal and state tax laws and regulations and as may
be mutually agreed to among the Trust, NBAI and BNY, and shall make available to
NBAI and/or the Trust upon request:
1. Cash Receipts Journal
2. Cash Disbursements Journal
3. Dividends Paid and Payable Schedule (book vs. tax basis)
4. Purchase and Sales Journals - Portfolio Securities
5. Realized/Unrealized Gain (Loss) Reports
6. Subscription and Redemption Journals
7. Security Ledgers - Transaction Report and Tax Lot Holdings Report
8. Broker Ledger - Commission Report
9. Daily Expense Accruals
10. Daily Interest Accruals
11. Daily Trial Balance
12. Portfolio Interest Receivable and Income Journal
13. Portfolio Dividend Receivable and Income Register
14. Listing of Portfolio Holdings - showing cost, market value and
percentage of portfolio comprised of each security
15. Aged Receivables (dividends, interest, tax reclaiming)
16. Portfolio Turnover Rate
17. Cash reconciliations
18. Position reconciliations
BNY will be responsible for maintaining, in accordance with Section 31
and the rules thereunder of the 1940 Act, all books and records so required and
generated in the course of performing their duties under this agreement.
Further, at a minimum, BNY shall maintain on-site the above referenced reports
as of each month end for the most recent fiscal year-ended and the current
fiscal year.
II-2
<PAGE>
Daily Accounting Services
BNY shall perform the following services on each Business Day:
1. Calculate Net Asset Value (NAV), and Public Offering Price (POP) Per Share
Pursuant to SEC formulas:
o Update the valuation of security positions held by each Fund's portfolio
in accordance with the Fund's Pricing Procedures and any other appropriate
procedures established by the Board and NBAI as NBAI shall provide BNY in
writing
o When instructed by NBAI, enter manual prices supplied by broker and link
to pricing procedures
o Calculate each Fund's NAV/POP in accordance with the applicable Pricing
Procedures approved by the Trust's Board of Trustees and prepare NAV proof
sheet. Review components of change in NAV for reasonableness based on the
tolerance levels as NBAI shall direct BNY in writing
o Review variance reporting for price changes in individual securities using
variance levels established by Fund and report to Fund portfolio managers
and to NBAI
o Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement
o Communicate required pricing and yield information (NAV/POP), as
appropriate, to NBAI, the Funds' Transfer Agent and Sub-Transfer Agent
and, electronically, to NASDAQ and to such other third parties as
designated by the Funds with respect to its various distribution channels.
In addition, provide Fund share activity to NBAI.
2. Dividend Rates/Yields/Dollar Weighted Average Maturity:
o Calculate, subject to the approval of NBAI, net investment income
available for distribution daily as appropriate
o Calculate daily dividend rate, and 1, 7, 30-day yields/SEC yields
o Calculate dollar weighted average maturity
3. Determine and Report Cash Availability:
o Receive daily cash and transaction statements from the Funds' Custodian
o Complete daily bank cash reconciliations (including documentation of any
reconciling items) and notify the Funds' Custodian
o Report investable cash to NBAI and Fund sub-advisers
4. Daily Expense Accruals:
o Accrue individual expenses on a daily basis based on Instructions provided
by NBAI, except for those instances where such an adjustment would cause a
full penny break in NAV, in which case such adjustment will be included in
the calculation of NAV on the day received
o If applicable, accrue daily amortization of organization expense as
instructed by NBAI
o If applicable, accrue daily Rule 12b-1 Plan expenses
o Adjust expense accruals as instructed by NBAI and provide reports as
requested by NBAI
II-3
<PAGE>
5. Verify and Record All Daily Income Accruals for Debt Issues:
o Track income and provide year end tax schedules
o Review and verify all interest and amortization reports
o Periodic tie-out of receivables
o Ensure security masters denote proper interest and amortization methods as
per the fund set up sheets as instructed by NBAI
6. Monitor Securities:
o Review each funds portfolio holding and current days security trades for
dividend activity
o Interface with Funds' Custodian for timely collection and postings of
corporate actions, dividends and interest pre-payments
7. Enter All Security Trades:
o Review verification of trade and interest calculations
o Verify settlement through custodian statements
o Maintain security ledger transaction reporting
o Maintain tax lot holdings
o Determine realized gains or losses on security trades
o Provide broker commission information
8. Enter All Fund Share Transactions:
o Periodically reconcile dividend payable amounts with the Funds' Transfer
Agent
o Process activity identified on transfer agent reports
o Verify settlement through custodian statements
o Reconcile to transfer agency report balances
o Process and track capital stock gain/loss activity
9. Prepare Daily Trial Balance:
o Post manual entries to general ledger
o Post custodian bank activity
o Require automated settled transactions between custody and activity
records (prepare, clear and post)
o Post shareholder and security transactions
o Post and verify income and expense accruals and resolve differences
o Prepare general ledger
o Post corporate action activity
II-4
<PAGE>
10. Review and Reconcile Custodian Statements:
o Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. when requested
o Post all cash settlement activity to trial balance
o Reconcile to ending cash balance accounts
o Report to NBAI the status of past due items and failed trades with the
custodian
o Reconcile cash exception Income items, tax reclaims and past due income
items with custody area
11. Preparation of Accounting Reports:
o Price Variance Report
o Trial Balance
o Portfolio Valuation
o NAV Calculation Report
o Cash Availability
o Change in NAV
o Non-standard entries
o Stale Price Report
o Other such reports as may be reasonably be requested by NBAI
Monthly/Quarterly Services
BNY shall provide the following services on a monthly or quarterly
basis, within such timeframe as may be mutually agreed upon by BNY, the Trust
and NBAI:
1. Submission of Monthly Accounting Reports as mutually agreed upon
2. Reconcile Asset Listing to Custodian Asset Listing
3. Provide Monthly Analysis and Reconciliation of Trial Balance Accounts
4. Prepare Documentation Supporting the Preparation of:
o SEC yield reporting
o Income by state reporting
o Standard Industry Code Valuation Report (please provide NBAI's industry
code classifications/is there a standard for all funds)
o Alternative Minimum Tax Income segregation schedule
II-5
<PAGE>
5. Provide Upon Request Broker Commission and Net Trade Reports
Annual (and Semi-Annual) Accounting Services
BNY shall provide the following services on an annual and semi-annual
basis:
1. Supply auditors InvestOne reports supporting securities and shareholder
transactions, income and expense accruals, etc. during the year in
accordance with standard audit assistance requirements
2. Provide NBAI with information to assist NBAI in the preparation of NSAR
filings
Other Core Services
BNY shall provide the following services:
o Accrete discounts and amortize premiums to put and call events as directed
by NBAI and in a manner acceptable under generally accepted accounting
principles
o Process principal repayments on mortgage backed securities
o Update variable securities with current rates
o Process corporate action events through a primary vender feed, and monitor
results via Reuters, Bloomberg, or other available sources as the parties
may agree
o Perform automated portfolio pricing with a second vendor as requested by
NBAI
o Produce documents and respond to inquiries during account and SEC
examinations
Money Market Funds: Prepare daily mark to market reports and analysis
in compliance with Rule 2a-7 including:
o Calculating the daily portfolio weighted average maturity
o Report portfolio diversification based on trade/security information
provided by NBAI by: Country, State, Tier, Liquidity, Asset Backed
Securities, Industry, Letter of Credit
o Listing percentage of portfolio maturing in specified intervals (i.e.,
number of days)
o Providing issuer and guarantor diversification exception reporting
II-6
<PAGE>
International Funds: BNY shall provide the following services:
o Report in base and local currency
o Processing of tax liability on foreign income subject to approval of NBAI
o Daily variance analysis performed on FX rates for security position held
o Produce automated bifurcation reporting in compliance with IRC Section
988
o Mark to market security receivables and payables on a daily basis
o Determine portfolio exposure by country and currency
In addition to the above, BNY will provide additional support as agreed
upon from time to time (i.e., financial statement production).
II-7
<PAGE>
SCHEDULE III
SERVICE LEVEL PERFORMANCE STANDARDS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Service Standard
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Daily Cash Availability |_| 100% accuracy and delivery by 9:00 a.m. EST for
Money Market Funds and 9:30 a.m. EST for all
others
|_| Compensation for uninvested cash at Nations Cash
Reserves' mill rate
- ----------------------------------------------------------------------------------------------------------------------------
2. Calculation of daily NAVs |_| 100% accuracy by 5:00 p.m. EST including pricing,
expense accruals, cash activity, manual entries,
S/H activity. Delivery by 5:45 p.m. EST
- ----------------------------------------------------------------------------------------------------------------------------
3. Review of daily NAVs |_| 100% review by 5:30 p.m. EST
|_| Review of NAV components for reasonableness
including analysis of the change in the NAV
and the change in mill rates.
|_| Review of price variance report
|_| Review of manual proof
- ----------------------------------------------------------------------------------------------------------------------------
4. NASDAQ Reporting |_| 100% accuracy and communication by 5:45 p.m. EST
- ----------------------------------------------------------------------------------------------------------------------------
5. Daily Pricing and Rate Report (DPRR) |_| 100% accuracy in nightly transmission of DPRRs
|_| Money Market Funds-5:30 p.m. EST
|_| All other funds- 6:00 p.m. EST
- ----------------------------------------------------------------------------------------------------------------------------
6. FundStation Report (SubM) |_| 100% accuracy and nightly transmission by 7:00 p.m.
EST
- ----------------------------------------------------------------------------------------------------------------------------
7. Processing of trade tickets |_| 100% accuracy and processed by T+1 if received by
the following cut-off times:
|_| All Funds (except International) - 10:00 am
(T+1)
|_| International - 12:00 p.m. (T+1)
|_| Same day settlements - 1:30 p.m.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
III-1
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Service Standard
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
8. Problem Resolution (general) |_| NAV impact analysis within 1 day
|_| Clear and timely communication of 100% of issues
|_| Ongoing Tracking
- ----------------------------------------------------------------------------------------------------------------------------
9. Cash reconciliations |_| Performed daily and sent daily to NBAI (Money Market
Funds) and sent weekly to NBAI (all other funds)
|_| Issues communicated to NBAI same day
|_| Outstanding items addressed within 1 business day
- ----------------------------------------------------------------------------------------------------------------------------
10. Position Reconciliations |_| Performed daily and sent weekly to NBAI
|_| Issues communicated to NBAI same day
|_| Open issues addressed within 2 business days
- ----------------------------------------------------------------------------------------------------------------------------
11. Tax reporting
|_| Federal, state, tax returns |_| Tax provision package prepared within time
parameters as set by NBAI/Independent tax
|_| Tax provision packages including Sub-M personnel (PWC)
and excise tax amounts/ distributions
|_| Estimates of tax requirements prepared as required
|_| Identification of all book/tax differences by NBAI for proper tax planning
|_| Capital gain estimate preparations
- ----------------------------------------------------------------------------------------------------------------------------
12. Statistical Reports |_| Filed within the time parameters as set forth by
each statistical service
- ----------------------------------------------------------------------------------------------------------------------------
13. Expense accruals/payments |_| Payments made on the business day written
instructions from an authorized signator received
|_| Expense accruals made with 100% accuracy based upon
written instructions from NBAI
- ----------------------------------------------------------------------------------------------------------------------------
14. Management Reports |_| Provided to NBAI within 10 business days of month end
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
III-2
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Service Standard
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
15. Year end tax reports |_| Provided to NBAI within the time frame agreed to
- ----------------------------------------------------------------------------------------------------------------------------
16. Annual/Semi-Annual Reports |_| Provide Trial Balance within 5 business days after
annual/semi-annual period
|_| Provide additional financial statement support as
agreed to
- ----------------------------------------------------------------------------------------------------------------------------
17. Daily Reports |_| To be provided on the following day
|_| Provide detailed portfolio valuation
|_| Trial Balance
- ----------------------------------------------------------------------------------------------------------------------------
18. Daily Cash Sweep |_| 100% accuracy and communication by 2:00 p.m. EST
|_| Nations Cash Reserves
|_| AIM
|_| Nuveen
- ----------------------------------------------------------------------------------------------------------------------------
19. Post Dividends / Corporate Actions |_| 100% accuracy and posted on effective date
- ----------------------------------------------------------------------------------------------------------------------------
20. Monthly Reconciliations |_| Complete reconciliations within 10 business days
- ----------------------------------------------------------------------------------------------------------------------------
21. Reporting to Sub-Advisors |_| Provide nightly and other periodic reporting to
Nations Funds Sub-Advisors
- ----------------------------------------------------------------------------------------------------------------------------
22. Compliance |_| Provide compliance reports as requested by NBAI
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
III-3
<PAGE>
SCHEDULE IV
(Attached)
IV-1
<PAGE>
SCHEDULE V
All Database Companies Quarterly List
- ---------------------- --------------
AMG Data Services Lipper
Barron's Morningstar
Bloomberg CDA Wiesenberger
CDA Wiesenberger Investment Company Institute
Commerce Clearing House (CCH) S&P Micropal
Forbes Institute for Economic Research
Institute for Economic Research Value Line
Interactive Data Services Media General Financial Services
Investment Company Institute LCG Associates
LCG Associates Closed End Fund Digest (Closed End Only)
Lipper Lipper - International (Closed End Only)
Media General
Moody's Investors Service
Morningstar
S&P Micropal
Strategic Insights
Value Line
V-1
<PAGE>
SCHEDULE VI
Conversion Schedule
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Fund Type Number of Funds No Later Than
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Money Market Funds 9 Funds 12/1/98
- ----------------------------------------------------------------------------------------------------------------------
Variable Annuity Funds 8 Funds 12/31/98
- ----------------------------------------------------------------------------------------------------------------------
International Funds: 8 Funds 12/31/98
- Global Government
- Emerging Markets
- Pacific Growth
- International Equity
- International Growth
- International Value
- 2 Marsico Funds
- ----------------------------------------------------------------------------------------------------------------------
All Remaining Funds 44 Funds 2/15/99
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
VI-1
NATIONS FUND TRUST
SHAREHOLDER SERVICING
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 and other form that is (a) duly approved by the Trust's Board of
Trustees or (b) approved and entered into by the officers of the Trust, with
advice of counsel, and ratified by the Board of Trustees ("Agreements") with
brokers/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 Trust B Shares ("Servicing Agents") in any of the Trust's
Funds (as defined 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 0.25% of the average daily net asset value of the Primary B 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 Primary B Shares of the particular Fund
involved. If more than one Fund is involved and these expenses are not directly
attributable to Primary 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 arrangement 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.
<PAGE>
Section 4. 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 approval 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.
Section 5. This Plan is terminable at any time with respect to any Fund
by vote of a majority of the Disinterested Trustees.
Section 6. 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 7. 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
Nations Government Money Market Fund
Nations Tax Exempt Fund
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
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.
1
<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, 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. 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:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
Non-Money Market Funds:
1. Nations Value Fund
2. Nations Capital Growth Fund
3. Nations Emerging Growth Fund
4. Nations Disciplined Equity Fund
5. Nations Balanced Assets Fund
6. Nations Short-Intermediate Government Fund
7. Nations Short-Term Income Fund
8. Nations Diversified Income Fund
9. Nations Strategic Fixed Income Fund
10. Nations Intermediate Municipal Bond Fund
11. Nations Municipal Income Fund
12. Nations Short-Term Municipal Income Fund
13. Nations Florida Intermediate Municipal Bond Fund
14. Nations Florida Municipal Bond Fund
15. Nations Georgia Intermediate Municipal Bond Fund
16. Nations Georgia Municipal Bond Fund
17. Nations Maryland Intermediate Municipal Bond Fund
18. Nations Maryland Municipal Bond Fund
19. Nations North Carolina Intermediate Municipal Bond Fund
20. Nations North Carolina Municipal Bond Fund
21. Nations South Carolina Intermediate Municipal Bond Fund
22. Nations South Carolina Municipal Bond Fund
23. Nations Tennessee Intermediate Municipal Bond Fund
24. Nations Tennessee Municipal Bond Fund
25. Nations Texas Intermediate Municipal Bond Fund
26. Nations Texas Municipal Bond Fund
27. Nations Virginia Intermediate Municipal Bond Fund
28. Nations Virginia Municipal Bond Fund
29. Nations Strategic Growth Fund
Dated: October 15, 1996
Last Amended February 14, 2000
3
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.
<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, 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. 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:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
The term "Non-Money Market Funds" shall refer to the following Funds of
the Trust:
1. Nations Value Fund
2. Nations Capital Growth Fund
3. Nations Emerging Growth Fund
4. Nations Disciplined Equity Fund
5. Nations Balanced Assets Fund
6. Nations Short-Intermediate Government Fund
7. Nations Short-Term Income Fund
8. Nations Diversified Income Fund
9. Nations Strategic Fixed Income Fund
10. Nations Municipal Income Fund
11. Nations Short-Term Municipal Income Fund
12. Nations Intermediate Municipal Bond Fund
13. Nations Florida Intermediate Municipal Bond Fund
14. Nations Florida Municipal Bond Fund
15. Nations Georgia Intermediate Municipal Bond Fund
16. Nations Georgia Municipal Bond Fund
17. Nations Maryland Intermediate Municipal Bond Fund
18. Nations Maryland Municipal Bond Fund
19. Nations North Carolina Intermediate Municipal Bond Fund
20. Nations North Carolina Municipal Bond Fund
21. Nations South Carolina Intermediate Municipal Bond Fund
22. Nations South Carolina Municipal Bond Fund
23. Nations Tennessee Intermediate Municipal Bond Fund
24. Nations Tennessee Municipal Bond Fund
25. Nations Texas Intermediate Municipal Bond Fund
26. Nations Texas Municipal Bond Fund
27. Nations Virginia Intermediate Municipal Bond Fund
28. Nations Virginia Municipal Bond Fund
29. Nations Strategic Growth Fund
Last Amended: February 14, 2000
NATIONS FUND TRUST
SERVICING PLAN ("PLAN")
DAILY SHARES -- 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 Daily Shares
(formerly Investor D Shares) in any of the Trust's 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.
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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.
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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
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.
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(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.
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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.
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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.
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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.
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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).
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<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.
8
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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:
12
<PAGE>
(i) any data or information that is competitively sensitive
material, and not generally known to the public, including, but
not limited to, information about product plans, marketing
strategies, finance, operations, customer relationships,
customer profiles, sales estimates, business plans, and
internal performance results relating to the past, present or
future business activities of the Transfer Agent or the Fund,
their respective parent corporation, their respective
subsidiaries and affiliated companies and the customers,
clients and suppliers of any of the foregoing;
(ii) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially
valuable and secret in the sense that its confidentiality
affords the Transfer Agent or the Fund a competitive advantage
over its competitors; and
(iii) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, know-how,
show-how and trade secrets, whether or not patentable or
copyrightable.
(b) Confidential Information includes, without limitation, all documents,
inventions, substances, engineering and laboratory notebooks, drawings,
diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing which now
exist or come into the control or possession of the party.
18.2 Except as expressly authorized by prior written consent of the
disclosing party ("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential Information to Recipient's
employees and agent who have a need-to-know in connection with the subject
matter thereof;
(b) advise those employees and agents who have access to the Confidential
Information of the proprietary nature thereof and of the obligations set
forth in this Confidential Agreement;
(c) take appropriate action by instruction or agreement with the
employees and agents having access to Discloser's Confidential Information
to fulfill Recipient's obligations under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by using a
reasonable degree of care, but not less than that degree of care used by
Recipient in safeguarding its own similar confidential information or
material;
(e) use all of Discloser's Confidential Information solely for purposes
for which the Confidential Information was conveyed; and
(f) not disclose any of Discloser's Confidential Information, or
information derived therefrom, to third parties.
13
<PAGE>
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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<PAGE>
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
15
<PAGE>
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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<PAGE>
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
--------------------------------
17
<PAGE>
THE CAPITOL MUTUAL FUNDS
By: /s/ Richard H. Blank, Jr.
--------------------------------
Title: Secretary
--------------------------------
NATIONS FUND PORTFOLIOS, INC.
By: /s/ Richard H. Blank, Jr.
--------------------------------
Title: Secretary
--------------------------------
THE SHAREHOLDER SERVICES
GROUP, INC.
By: /s/ (Illegible)
--------------------------------
Title: (Illegible)
--------------------------------
18
<PAGE>
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.
1
<PAGE>
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.
2
<PAGE>
(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%
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Performance Standards
- -------------------------------------------------------------------------------------------------------------
Telephone Performance Standards
=============================================================================================================
<S> <C>
Average speed of answer 20 seconds or less
- -------------------------------------------------------------------------------------------------------------
Calls abandoned 2% of calls that wait 20 second or more
- -------------------------------------------------------------------------------------------------------------
Service level* 80%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Article 1 ------------------------
- --------
* Represents the percentage of calls answered within 20 seconds.
<PAGE>
Schedule B
[List of Initial Quality Standards based on
1994 quarterly senior management reports]
Nations Fund
Financial Transactions
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Maintenance 98%
Transfers 98%
New Accounts 98%
% = minimum acceptable levels
Closed End Funds
Financials 98%
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Certificate Processing 98%
Maintenance 98%
Transfers 98%
New Accounts 98%
% = minimum acceptable levels
Capitol Funds
Financials
Subscriptions 98%
Redemptions 98%
Exchanges 98%
1
<PAGE>
Non-Financials
Maintenance 98%
Transfers 98%
New Accounts 98%
% = minimum acceptable levels
2
<PAGE>
Schedule C
Schedule of Costs
1. For purposes of this Agreement, "Costs" shall mean all internal and
external costs incurred by the Transfer Agent in connection with and properly
allocated to the Services provided under the Agreement, including, but not
limited to, the costs involved with the operation of the Charlotte Facility,
those costs reasonably incurred by the Transfer Agent to achieve the quality
standards imposed on it under the terms of this Agreement and the Transfer
Agent's overhead, depreciation and amortization costs, excepting out-of-pocket
expenses and such other costs agreed to in writing by the Transfer Agent and the
Funds.
2. The Funds shall have the right to audit, at their own expense, the
books and records of the Transfer Agent with respect to the Costs for which the
Transfer Agent seeks reimbursement under Article 8 on an annual basis, or more
frequently if the Funds have a reasonable basis to dispute any cost for which
the Transfer Agent seeks reimbursement.
3. The Transfer Agent shall use its best efforts to minimize the costs
incurred by it in connection with the provisions of services under this
Agreement to the extent such action is commercially reasonable and consistent
with the quality standards imposed under this Agreement.
<PAGE>
Schedule D
Non-Margin Expenses
- - Facilities related expenses as incurred by the Transfer Agent under the
Facilities Management Agreement between the Transfer Agent and NationsBank
- - Out-of-Pocket expenses
- - Sub-Transfer Agent Fees and Expenses
- - Any other expenses agreed to in writing by the Transfer Agent and the Funds
<PAGE>
Schedule E
OUT-OF-POCKET EXPENSES
The Funds shall reimburse the Transfer Agent monthly for reasonable
out-of-pocket expenses incurred in connection with the provision of Services
under this Agreement, including, but not limited to the following items:
- - Microfiche/microfilm production
- - Magnetic media tapes and freight
- - Printing costs, including certificates, envelopes, checks and stationery
- - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through
to the Funds
- - Due diligence mailings
- - Telephone and telecommunication costs, including all lease, maintenance and
line costs (excluding such telephone and telecommunications costs provided
by NationsBank pursuant to the Facilities Agreement)
- - Ad hoc reports
- - Proxy solicitations, mailings and tabulations
- - Daily & Distribution advice mailings (including all periodic statements)
- - Shipping, Certified and Overnight mail and insurance
- - Year-end form production and mailings
- - Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
- - Duplicating services
- - Courier services
- - Incoming and outgoing wire charges
- - Federal Reserve charges for check clearance
- - Overtime, as approved by the Funds
- - Temporary staff, as approved by the Funds
- - Travel and entertainment, as approved by the Funds
- - Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
- - Third party audit reviews
- - All conversion costs: including System start up costs
- - Insurance
- - Such other miscellaneous expenses reasonably incurred by the Transfer Agent
in performing its duties and responsibilities under this Agreement.
- - Systems Programming utilizing non-dedicated systems resources at $100 per
hour
The Funds agree that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with the Transfer Agent. In addition, the
Funds will promptly reimburse the Transfer Agent for any other unscheduled
expenses incurred by the Transfer Agent whenever the Funds and the Transfer
Agent mutually agree that such expenses are not otherwise properly borne by the
Transfer Agent as part of its duties and obligations under the Agreement.
1
<PAGE>
Schedule F
Fund Documents
- - Certified copy of the Articles of Incorporation of the Fund, as amended
- - Certified copy of the By-laws of the Fund, as amended
- - Copy of the resolution of the Board of Directors authorizing the execution
and delivery of this Agreement
- - Specimens of the certificates for Shares of the Fund, if applicable, in the
form approved by the Board of Directors of the Fund, with a certificate of
the Secretary of the Fund as to such approval
- - All account application forms and other documents relating to Shareholder
accounts or to any plan, program or service offered by the Fund
- - Certified list of Shareholders of the Fund with the name, address and
taxpayer identification number of each Shareholder, and the number of
Shares of the Fund held by each, certificate numbers and denominations (if
any certificates have been issued), lists of any accounts against which
stop transfer orders have been placed, together with the reasons therefore,
and the number of Shares redeemed by the Fund.
- - All notices issued by the Fund with respect to the Shares in accordance
with and pursuant to the Articles of Incorporation or By-laws of the Fund
or as required by law and shall perform such other specific duties as are
set forth in the Articles of Incorporation including the giving of notice
of any special or annual meetings of shareholders and any other notices
required thereby.
<PAGE>
SCHEDULE G
FUND PORTFOLIOS
Nations Fund Trust:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Strategic Growth Fund
5. Nations Capital Growth Fund
6. Nations Emerging Growth Fund
7. Nations Equity Index Fund
8. Nations Managed Index Fund
9. Nations Managed SmallCap Index Fund
10. Nations Managed Value Index Fund
11. Nations Managed SmallCap Value Index Fund
12. Nations Disciplined Equity Fund
13. Nations Balanced Assets Fund
14. Nations Short-Intermediate Government Fund
15. Nations Short-Term Income Fund
16. Nations Diversified Income Fund
17. Nations Strategic Fixed Income Fund
18. Nations Municipal Income Fund
19. Nations Short-Term Municipal Income Fund
20. Nations Intermediate Municipal Bond Fund
21. Nations Florida Intermediate Municipal Bond Fund
22. Nations Florida Municipal Bond Fund
23. Nations Georgia Intermediate Municipal Bond Fund
24. Nations Georgia Municipal Bond Fund
25. Nations Maryland Intermediate Municipal Bond Fund
26. Nations Maryland Municipal Bond Fund
27. Nations North Carolina Intermediate Municipal Bond Fund
28. Nations North Carolina Municipal Bond Fund
29. Nations South Carolina Intermediate Municipal Bond Fund
30. Nations South Carolina Municipal Bond Fund
31. Nations Tennessee Intermediate Municipal Bond Fund
32. Nations Tennessee Municipal Bond Fund
33. Nations Texas Intermediate Municipal Bond Fund
34. Nations Texas Municipal Bond Fund
35. Nations Virginia Intermediate Municipal Bond Fund
36. Nations Virginia Municipal Bond Fund
1
<PAGE>
Nations Fund, Inc.:
1. Nations Prime Fund
2. Nations Treasury Fund
3. Nations Equity Income Fund
4. Nations U.S. Government Bond Fund
5. Nations Small Company Growth Fund
6. Nations Government Securities Fund
7. Nations International Growth Fund
Nations Reserves:
1. Nations Government Reserves
2. Nations Municipal Reserves
3. Nations Cash Reserves
4. Nations Treasury Reserves
5. Nations Money Market Reserves
6. Nations California Tax Exempt Reserves
7. Nations Asset Allocation Fund
8. Nations Capital Income Fund
9. Nations California Municipal Bond Fund
10. Nations Intermediate Bond Fund
11. Nations Blue Chip Fund
12. Nations Marsico Focused Equities Fund
13. Nations Marsico Growth & Income Fund
14. Nations International Equity Fund
15. Nations International Value Fund
16. Nations Emerging Markets Fund
Nations LifeGoal Funds, Inc.
1. Nations LifeGoal Growth Portfolio
2. Nations LifeGoal Balanced Growth Portfolio
3. Nations LifeGoal Income and Growth Portfolio
Nations Annuity Trust:
1. Nations Value Portfolio
2. Nations International Growth Portfolio
3. Nations Disciplined Equity Portfolio
4. Nations Marsico Focused Equities Portfolio
5. Nations Marsico Growth & Income Portfolio
6. Nations Managed Index Portfolio
7. Nations Managed SmallCap Index Portfolio
8. Nations Balanced Assets Portfolio
2
<PAGE>
Nations Funds Trust:
1. Nations High Yield Bond Fund
2. Nations Kansas Municipal Income Fund
3. Nations MidCap Index Fund
Closed End Funds:
1. Nations Balanced Target Maturity Fund
2. Nations Government Income Term Trust 2003, Inc.
3. Nations Government Income Term Trust 2004, Inc.
Last Amended: February 14, 2000
3
Amendment to the
TRANSFER AGENCY AND SERVICES AGREEMENT
(With Facilities Management Arrangement)
THIS AMENDMENT dated as of this 1st day of January, 1999 is made to the
Transfer Agency and Services Agreement dated as of June 1, 1995, as amended (the
"Agreement"), by and among Nations Fund, Inc., Nations Fund Trust, the Capitol
Mutual Funds, d/b/a Nations Institutional Reserves, Nations Fund Portfolios,
Inc., Nations Life Goal Funds, Inc. and each other investment company which may
become a party hereto pursuant to the terms of this Agreement (individually a
"Fund", and collectively, the "Funds"), and First Data Investor Services Group,
Inc. f/k/a The Shareholder Services Group, Inc. (the "Transfer Agent").
RECITALS
WHEREAS, the parties hereto desire to amend certain provisions of the
Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Funds and the Transfer Agent agree that the Agreement
shall be amended as follows:
1. Article 3 is hereby amended by adding the following new Section 3.4:
"3.4 In addition, the Transfer Agent shall perform the related
print mail services in connection with the services set forth herein.
Fees for such services shall be agreed upon from time to time by the
parties."
2. Section 8.1 is hereby amended by deleting subsections (a) and (b) in
their entirety and inserting the following:
"(a) For the period December 1, 1998 through December 31, 1999, an
amount equal to 22.5% of such Costs during each month.
(b) For the period from January 1, 2000 through December 31, 2002 and
during each Renewal Term (as defined below), an amount equal to 15% of
such Costs during each month."
3. Article 16 - Term and Termination is hereby amended as follows:
(a) The first sentence of Section 16.1 is deleted in its entirety and
replaced with "This Agreement shall be effective on the date first
written above and shall continue through December 31, 2002 (the
"Initial Term"), unless earlier terminated pursuant to terms of this
Agreement."
(b) Section 16.3 is deleted in its entirety.
(c) Section 16.5 is deleted in its entirety and replaced with the
following new Section 16.5:
"16.5 In the event that the total combined assets of the Funds and any
other open end investment companies affiliated with the Funds by reason
of having a common investment advisor is increase by $18 billion or
more due to a merger or acquisition involving the investment advisor or
any affiliates of the investment advisor, the Funds shall have the
right to terminate this Agreement upon twelve (12) months prior written
notice to the Transfer Agent. As used in this Article 16, "affiliates
of the adviser" shall mean (i) a direct or indirect owner of 50% or
more of the outstanding common stock of the adviser (a "parent") or
(ii) any company or association whose outstanding common stock is at
least 50% owned, directly or indirectly, by the adviser or by a
parent."
(d) Modify Section 16.8 by deleting the phrase "Sections 16.3 or" and
inserting the word "Section".
<PAGE>
4. The following new provision is hereby added to Schedule A - Duties of
the Transfer Agent:
"Cash Management Services. (a) The Transfer Agent shall establish
demand deposit accounts (DDA's) with a cash management provider to facilitate
the receipt of purchase payments and the processing of other Shareholder-related
transactions. The Transfer Agent shall retain any excess balance credits earned
with respect to the amounts in such DDA's ("Balance Credits") after such Balance
Credits are first used to offset any banking service fees charged in connection
with banking services provided on behalf of the Fund. Balance Credits will be
calculated and applied toward the Fund's banking service charges regardless of
the withdrawal of DDA balances described in Section (b) below.
(b) DDA balances which cannot be forwarded on the day of receipt may be
withdrawn on a daily basis and invested in U.S. Treasury and Federal Agency
obligations, money market mutual funds, repurchase agreements, money market
preferred securities (rated A or better), commercial paper (rated A1 or P1),
corporate notes/bonds (rated A or better) and/or Eurodollar time deposits
(issued by banks rated A or better). Investor Services Group bears the risk of
loss on any such investment and shall retain any earnings generated thereby.
Other similarly rated investment vehicles may be used, provided however,
Investor Services Group shall first notify the Fund of any such change.
(c) The Transfer Agent may facilitate the payment of distributions from
the Fund which are made by check ("Distributions") through the "IPS Official
Check" program. "IPS Official Check" is a product and service provided by the
Transfer Agent's affiliate, Integrated Payment Systems ("IPS"). IPS is licensed
and regulated as an "issuer of payment instruments". In the event the IPS
Official Check program is utilized, funds used to cover such Distributions shall
be forwarded to and held by IPS. IPS may invest such funds while awaiting
presentment of items for payment. In return the services provided by IPS, IPS
imposes a $.07 per item charge which shall be paid by the Funds as out-of-pocket
expense and shall retain, and share with the Transfer Agent, the benefit of the
revenue generated from its investment practices."
5. Schedule D - Non-Margin Expenses is amended by adding the following
items:
- Print Mail Fees
- Systems Programming utilizing non-dedicated systems resources
at $100 per/hr
- All conversion costs: including System start up costs
- Overtime, as approved by the Funds
- Travel and Entertainment, as approved by the Funds
6. Schedule E - Out-of-Pocket Expenses is amended by deleting the
following items:
- Printing costs, including certificates, envelopes, checks and
stationary
- Due diligence mailings
- Ad hoc reports
- Daily & Distribution advice mailings (including all periodic
reports)
- Year-end for production and mailings
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- All conversion costs: including System start up costs
- Systems Programming utilizing non-dedicated systems resources
at $100 per/hr
- Overtime, as approved by the Funds
- Travel and Entertainment, as approved by the Funds
The terms and provisions of this Amendment shall be deemed a part of
the Agreement for all purposes. To the extent that any provisions of this
Amendment modify or are otherwise inconsistent with any provisions of the
Agreement, the terms of this Amendment shall control. In all other respects, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first written
above.
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<PAGE>
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
Name: /s/ Jylanne M. Dunne
-------------------------------
Title: Jylanne M. Dunne
-------------------------------
NATIONS FUND, INC.
By: /s/ James E. Banks, Jr.
-------------------------------
Name: James E. Banks, Jr.
-------------------------------
Title: Assistant Secretary
-------------------------------
NATIONS FUND TRUST
By: /s/ James E. Banks, Jr.
-------------------------------
Name: James E. Banks, Jr.
-------------------------------
Title: Assistant Secretary
CAPITOL MUTUAL FUNDS, d/b/a NATIONS INSTITUTIONAL RESERVES
By: /s/ James E. Banks, Jr.
-------------------------------
Name: James E. Banks, Jr.
-------------------------------
Title: Assistant Secretary
-------------------------------
NATIONS FUND PORTFOLIOS, INC.
By: /s/ James E. Banks, Jr.
-------------------------------
Name: James E. Banks, Jr.
-------------------------------
Title: Assistant Secretary
-------------------------------
3
<PAGE>
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ James E. Banks, Jr.
-------------------------------
Name: James E. Banks, Jr.
-------------------------------
Title: Assistant Secretary
-------------------------------
4
SUB-TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 11th day of September, 1995, is by and
between THE SHAREHOLDER SERVICES GROUP, INC. ("TSSG", also referred to as the
"Transfer Agent"), a Massachusetts corporation and principal offices at One
Exchange Place, 53 State Street, Boston, Massachusetts 02109 and NATIONSBANK OF
TEXAS, N.A. ("NationsBank"), organized under the laws of Texas and having its
principal place of business at 1401 Elm Street, 11th Floor, Dallas, TX 75202.
WITNESSETH
WHEREAS, TSSG has been appointed transfer agent for those open-end
registered investment companies identified on the attached Schedule A
(individually the "Fund" and collectively the "Funds") pursuant to the terms of
the Transfer Agency and Services Agreement (the "Transfer Agent Agreement(s)")
with each such Fund;
WHEREAS, the Funds are authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets ("Portfolio"). Each such Portfolio shall also be
identified on Schedule A;
WHEREAS, each Portfolio is authorized to issue multiple classes of
shares including Trust A Shares and, in many cases, Trust B Shares (the "Trust
Shares"); and
WHEREAS, the Funds have authorized TSSG to subcontract with and appoint
NationsBank as its agent to perform certain administrative and ministerial
duties and obligations that the Transfer Agent has to the Funds with respect to
the Trust Shares and NationsBank desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, TSSG and NationsBank agree as follows:
Article 1 Definitions
1.1 Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of Incorporation,
Declaration of Trust, or other similar organizational document as the case
may be, of the Funds as the same may be amended from time to time;
(b) "Authorized Person" shall be deemed to include (i) any authorized
Officer of the Fund; or (ii) any person, whether or not such person is an
Officer or employee of the Fund, duly authorized to give Oral Instructions
or Written Instructions on behalf of the Fund as indicated in writing to the
Transfer Agent from time to time;
<PAGE>
(c) "Board of Directors" shall mean the Board of Directors or Board of
Trustees of the Fund, as the case may be;
(d) "Commission" shall mean the Securities and Exchange Commission;
(e) "Custodian" refers to any custodian or subcustodian of securities and
other property which the Fund may from time to time deposit, or cause to be
deposited or held under the name or account of such a custodian pursuant to
a Custodian Agreement;
(f) "1940 Act" shall mean the Investment Company Act of 1940, and the
rules and regulations promulgated thereunder, all as amended from time to
time;
(g) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by NationsBank from a person reasonably
believed by NationsBank to be an Authorized Person;
(h) "Prospectus" shall mean the most recently dated Fund Prospectuses and
Statements of Additional Information, including supplements thereto if any,
which have become effective under the Securities Act of 1933 and the 1940
Act;
(i) "Shares" refers collectively to such Trust Shares of the Portfolios
as may be issued from time to time;
(j) "Shareholder" shall mean a record owner of Shares; and
(k) "Written Instructions" shall mean a written communication signed by a
person reasonably believed by NationsBank to be an Authorized Person and
actually received by the Transfer Agent. Written Instructions shall include
manually executed originals and authorized electronic transmissions,
including telefacsimile of a manually executed original or other process.
Article 2 Appointment of NationsBank
2.1 TSSG hereby appoints NationsBank as its subcontractor and agent to
perform certain administrative and ministerial duties on behalf of the Funds,
and NationsBank hereby accepts such appointment and agrees to perform the duties
hereinafter set forth.
Article 3 Duties of NationsBank
3.1 NationsBank shall be responsible for administering and/or performing
the customary services of a transfer agent; for performing the customary
services of a service agent in connection with dividend and distribution
functions; and for performing shareholder account and administrative agent
functions in connection with the issuance, transfer and redemption or repurchase
(including coordination with the Custodian) of Shares, as more fully described
in the written Schedule of Duties of NationsBank annexed hereto as Schedule B
and incorporated herein, and in accordance with the terms of the Prospectus,
applicable law and the procedures established from time to time between
NationsBank and the Transfer Agent and/or the Funds.
2
<PAGE>
3.2 Notwithstanding any of the foregoing provisions of this Agreement,
NationsBank and the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for: (i) the legality of the issuance or
sale of any Shares or the sufficiency of the amount to be received therefor;
(ii) the legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the issuance of any
shares in payment of any dividend; or (iv) the legality of any recapitalization
or readjustment of the Shares. It being understood that such shall be the
responsibility of the Funds.
3.3 In addition, the Funds shall verify the establishment of transactions
in Shares for each state on the system prior to activation and thereafter
monitor the daily activity for each state. The responsibility of NationsBank for
the Funds' blue sky state registration status is solely limited to the initial
establishment of transactions in Shares subject to blue sky compliance by the
Funds and the reporting of such transactions to the Funds as provided above.
Article 4 Recordkeeping and Other Information
4.1 NationsBank shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule B in accordance
with all applicable laws, rules and regulations, including records required by
Section 31(a) of the 1940 Act. All records shall be available during regular
business hours for inspection and use by the Transfer Agent and the Funds. Where
applicable, such records shall be maintained by NationsBank for the periods and
in the places required by Rule 31a-2 under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act, NationsBank
agrees that all such records prepared or maintained by NationsBank relating to
the services to be performed by NationsBank hereunder are the property of the
Funds and will be preserved, maintained and made available in accordance with
such section, and will be surrendered promptly to the Funds on and in accordance
with the Funds' request.
4.3 In case of any requests or demands for the inspection of Shareholder
records of the Funds, NationsBank will endeavor to notify the applicable Fund of
such request and secure Written Instructions as to the handling of such request.
NationsBank reserves the right, however, to exhibit the Shareholder records to
any person whenever it is advised by its counsel that it may be held liable for
the failure to comply with such request.
4.4 Upon reasonable notice by the applicable Fund, NationsBank shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this Agreement
for reasonable visitation by such Fund, or any person retained by the Fund as
may be necessary for the Fund to evaluate the quality of the services performed
by NationsBank pursuant hereto.
3
<PAGE>
Article 5 Fund Instructions
5.1 NationsBank will have no liability when acting upon Written or Oral
Instructions believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until it receives Written Instruction thereof from the
Fund. NationsBank will also have no liability when processing Share certificates
which it reasonably believes to bear the proper manual or facsimile signatures
of the Officers of the Fund and the proper countersignature of the Transfer
Agent.
5.2 At any time, NationsBank may request Written Instructions from the
Fund and may seek advice from legal counsel for the Funds, or its own legal
counsel, with respect to any matter arising in connection with this Agreement,
and it shall not be liable for any action taken or not taken or suffered by it
in good faith in accordance with such Written Instructions or in accordance with
the opinion of counsel for the Funds or for NationsBank. Written Instructions
requested by NationsBank will be provided by the Fund within a reasonable period
of time.
5.3 NationsBank, its Officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing or
acting on behalf of a Fund only if said representative is an Authorized Person.
The Fund agrees that all Oral Instructions shall be followed, within one
business day, by confirming Written Instructions, and that the Fund's failure to
so confirm shall not impair in any respect NationsBank's right to reply on Oral
Instructions.
Article 6 Compensation
6.1 Upon receipt of the appropriate payment from the Funds, the Transfer
Agent will compensate NationsBank for the performance of its obligations
hereunder in accordance with the fees set forth in the written Fee Schedule
annexed hereto as Schedule C and incorporated herein. The Transfer Agent's
responsibility under this Section 6.1 is conditioned upon receipt of such
payment from the Funds.
Article 7 Representations and Warranties of NationsBank
7.1 NationsBank represents and warrants to the Transfer Agent that:
(a) it is a corporation duly organized and existing and in good standing
under the laws of Texas;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
4
<PAGE>
(c) all requisite corporate proceedings have been taken to authorize it
to enter into this Agreement;
(d) it is duly registered with its appropriate regulatory agency as a
transfer agent and such registration will remain in effect for the duration
of this Agreement;
(e) it has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
Article 8 Representations and Warranties of the Transfer Agent
8.1 The Transfer Agent represents and warrants to NationsBank that:
(a) it is duly organized and existing and in good standing under the laws
of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws and the Transfer Agent Agreement to enter into
this Agreement;
(c) all corporate proceedings required by said Articles of Incorporation,
By-Laws and applicable laws have been taken to authorize it to enter into
this Agreement.
Article 9 Indemnification
9.1 To, and only to, the extent the Transfer Agent is indemnified by the
Funds pursuant to the terms of the Transfer Agent Agreements, NationsBank shall
not be responsible for and the Transfer Agent shall indemnify and hold
NationsBank harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which may be asserted against NationsBank or for
which NationsBank may be held to be liable (a "Claim") arising out of or
attributable to any of the following:
(a) Any actions of NationsBank required to be taken pursuant to this
Agreement unless such Claim resulted from a negligent act or omission to act
or bad faith by NationsBank in the performance of its duties hereunder.
(b) NationsBank's reasonable reliance on, or reasonable use of
information, data, records and documents (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm copies)
received by NationsBank from the Funds, or any authorized third party acting
on behalf of the Funds, including but not limited to the Transfer Agent or
any prior transfer agent for the Funds, in the performance of NationsBank's
duties and obligations hereunder.
5
<PAGE>
(c) The reliance on, or the implementation of, any Written or Oral
Instructions or any other instructions or requests which are provided by an
Authorized Person of the Fund.
(d) The offer or sale of shares by the Fund in violation of any
requirement under the securities laws or regulations of any state that such
Shares be registered in such state or in violation of any stop order or
other determination or ruling by any state with the respect to the offer or
sale of such Shares in such state.
(e) The Transfer Agent's refusal or failure to comply with the terms of
this Agreement, or any Claim which arises out of this Agreement, or any
Claim which arises out of the Transfer Agent's negligence or misconduct or
the breach of which any representation or warranty of the Transfer Agent
made herein.
9.2 Notwithstanding the foregoing Section 9.1, the Transfer Agent shall
be responsible for and indemnify and hold NationsBank harmless from and against
any and all claims by third parties, including, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against NationsBank or for which
NationsBank may be held to be liable arising out of or attributable to a
negligent act or omission to act or bad faith by the Transfer Agent.
9.3 NationsBank shall indemnify and hold the Transfer Agent harmless from
and against any and all claims, costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments and liabilities of any sort or kind
which may be asserted against the Transfer Agent or for which the Transfer Agent
may be held to be liable arising out of or attributable to any negligent act or
failure to act or bad faith or willful misconduct on the part of NationsBank in
connection with the performance of its duties under this Agreement.
9.4 In any case in which either party (the "Indemnifying Party") may be
asked to indemnify or hold the other (the "Indemnified Party") harmless, the
Indemnified Party will notify the Indemnifying Party promptly after identifying
any situation which it believes presents or appears likely to present a claim
for indemnification against the Indemnifying Party although the failure to do so
shall not prevent recovery by the Indemnified Party and the Indemnified Party
shall keep the Indemnifying Party advised with respect to all developments
concerning such situation. The Indemnifying Party shall have the option to
defend the Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the Claim and the Indemnified Party shall
sustain no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent.
6
<PAGE>
9.5 The obligations of the parties hereto under this Article 9 shall
survive the termination of this Agreement.
Article 10 Standard of Care
10.1 NationsBank shall at all times, act in good faith and agrees to use
its best efforts within commercially reasonable limits to ensure the accuracy of
all services performed under this Agreement, but assumes no responsibility for
loss or damage to the Transfer Agent unless said errors are caused by
NationsBank's own negligence, bad faith or willful misconduct or that of its
employees.
Article 11 Consequential Damages
11.1 In no event and under no circumstances shall either party to this
Agreement be liable to the other party for consequential or indirect loss of
profits, reputation or business or any other special damages under any provision
of this Agreement or for any act or failure to act hereunder.
Article 12 Term and Termination
12.1 This Agreement shall be effective on the date first written above
and shall continue for a period of five (5) years (the "Initial Term"), unless
earlier terminated pursuant to the terms of this Agreement. Thereafter, this
Agreement shall automatically be renewed for successive terms of three (3) years
("Renewal Terms") each.
12.2 Either party may terminate this Agreement at the end of the Initial
Term or any subsequent Renewal Term upon not less than ninety (90) days, or more
than one-hundred eighty (180) days, prior written notice to the other party.
12.3 In the event a termination notice is given by the Transfer Agent,
all expenses associated with movement of records and materials and conversion
thereof to the Transfer Agent or to a successor subcontractor, will be borne by
the Transfer Agent.
12.4 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30) days
after such written notice is given, then the Non-Defaulting Party may terminate
this Agreement by giving thirty (30) days written notice of such termination to
the Defaulting Party. If NationsBank is the Non-Defaulting Party, its
termination of this Agreement shall not constitute a waiver of any other rights
or remedies of NationsBank with respect to services performed prior to such
termination of rights of NationsBank to be reimbursed for out-of-pocket
expenses. In all cases, termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of any other rights it might
have under this Agreement or otherwise against the Defaulting Party.
7
<PAGE>
12.5 Notwithstanding any provision of this Article 12 to the contrary,
this Agreement shall terminate simultaneously with any termination of the
Transfer Agent Agreement.
Article 13 Confidentiality
13.1 In connection with the services provided by NationsBank hereunder,
certain confidential and proprietary information regarding NationsBank and the
Transfer Agent may be disclosed to the other. In connection therewith, the
parties agree as follows:
(a) Confidential Information disclosed under this Agreement shall mean:
(i) any data or information that is competitively sensitive material, and
not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance,
operations, customer relationships, customer profiles, sales estimates,
business plans, and internal performance results relating to the past,
present or future business activities of NationsBank, the Transfer Agent
or the Funds, their respective parent corporations, their respective
subsidiaries and affiliated companies and the customers, clients and
suppliers of any of the foregoing;
(ii) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the
sense that its confidentiality affords NationsBank, the Transfer Agent or
the Funds a competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how, show-how and trade secrets,
whether or not patentable or copyrightable.
(b) Confidential Information also includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes
and models, and any other tangible manifestation of the foregoing which now
exist or come into the control or possession of the party.
13.2 Except as expressly authorized by prior written consent of the
disclosing party ("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential Information to Recipient's
employees who have a need-to-know in connection with the subject matter
thereof;
8
<PAGE>
(b) advise those employees who have access to the Confidential
Information of the proprietary nature thereof and of the obligations set
forth in this Confidentiality Agreement;
(c) take appropriate action by instruction or agreement with the
employees having access to Discloser's Confidential Information to fulfill
Recipient's obligations under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by using a
reasonable degree of care, but not less than that degree of care used by
Recipient in safeguarding its own similar information or material;
(e) use all of Discloser's Confidential Information solely for purposes
that it was intended;
(f) not disclose any of Discloser's Confidential Information to third
parties.
13.3 Upon Discloser's request, Recipient shall surrender to Discloser all
memoranda, notes, records, drawings, manuals, records, and other documents or
materials (and all copies of same) relating to or containing Discloser's
Confidential Information. When Recipient returns the materials, Recipient shall
certify in writing that it has returned all materials containing or relating to
the Confidential Information.
13.4 The obligations of confidentiality and restriction on use in this
Article 13 shall not apply to any Confidential Information that Recipient
proves:
(a) Was in the public domain prior to the date of this Agreement or
subsequently came into the public domain through no fault of Recipient;
(b) Was lawfully received by Recipient from a third party free of any
obligation of confidence to the third party;
(c) Was already in Recipient's possession prior to receipt from
Discloser;
(d) Is required to be disclosed in a judicial or administrative
proceeding after all reasonable legal remedies for maintaining such
information in confidence have been exhausted including, but not limited to,
giving Discloser as much advance notice as practical of the possibility of
disclosure to allow Discloser to stop such disclosure or obtain a protective
order concerning such disclosure; or
(e) Is subsequently and independently developed by Recipient's employees,
consultants or agents without reference to Confidential Information.
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13.5 NationsBank and the Transfer Agent agree that money damages would
not be a sufficient remedy for breach of this Article 13. Accordingly, in
addition to all other remedies that either party may have, a party shall be
entitled to specific performance and injunctive or other equitable relief as a
remedy for any breach of this Agreement. The parties agree to waive any
requirement for a bond in connection with any such injunctive or other equitable
relief.
Article 14 Force Majeure
14.1 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, labor difficulties,
mechanical breakdowns, equipment or transmission failure or damage reasonably
beyond its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
Article 15 Amendments
15.1 This Agreement may only be amended or modified by a written
instrument executed by both parties.
Article 16 Subcontracting
16.1 The Transfer Agent agrees that NationsBank may, in its discretion,
subcontract for certain of the services described under this Agreement or the
Schedules hereto; provided that the appointment of any such subcontractor shall
not relieve NationsBank of its responsibilities hereunder.
Article 17 Arbitration
17.1 Any Claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Boston, Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
17.2 The parties hereby agree that judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction.
17.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 17.
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Article 18 Notice
18.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to NationsBank or the Transfer Agent, shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Transfer Agent:
The Shareholder Services Group, Inc.
One Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: President
with a copy to TSSG's General Counsel
To: NationsBank
NationsBank
NationsBank Plaza
101 S. Tryon Street, NC1-002-33-31
Charlotte, North Carolina 28255
Attention: Ted Johnson
Article 19 Successors
19.1 This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns, provided, however, that
this Agreement shall not be assigned to any person other than a person
controlling, controlled by or under common control with the assignor without the
written consent of the other party, which consent shall not be unreasonably
withheld.
Article 20 Governing Law
20.1 This Agreement shall be governed exclusively by the laws of the
Commonwealth of Massachusetts without reference to the choice of law provisions
thereof. Subject to Article 17, each party to this Agreement hereby (i) consents
to the personal jurisdiction of the Commonwealth of Massachusetts courts over
the parties hereto, hereby waiving any defense of lack of personal jurisdiction;
and (ii) appoints the person to whom notices hereunder are to be sent as agent
for service of process.
Article 21 Counterparts
21.1 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
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Article 22 Captions
22.1 The captions included in this Agreement are for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 23 Relationship of Parties
23.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
Article 24 Entire Agreement; Severability
24.1 This Agreement and the Schedules attached hereto constitute the
entire agreement of the parties hereto relating to the matters covered hereby
and supersede any previous agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining provisions shall not be
affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year written
above.
THE SHAREHOLDER SERVICES
GROUP, INC.
By: /s/ Jack P. Kurt
------------------------------
Title: Executive Vice President and
Chief Operating Officer
NATIONSBANK OF TEXAS, N.A.
By: /s/ Mark H. Williamson
------------------------------
Title: Senior Vice President
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SCHEDULE A
FUND PORTFOLIOS
Nations Fund Trust:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Strategic Growth Fund
5. Nations Capital Growth Fund
6. Nations Emerging Growth Fund
7. Nations Equity Index Fund
8. Nations Managed Index Fund
9. Nations Managed SmallCap Index Fund
10. Nations Managed Value Index Fund
11. Nations Managed SmallCap Value Index Fund
12. Nations Disciplined Equity Fund
13. Nations Balanced Assets Fund
14. Nations Short-Intermediate Government Fund
15. Nations Short-Term Income Fund
16. Nations Diversified Income Fund
17. Nations Strategic Fixed Income Fund
18. Nations Municipal Income Fund
19. Nations Short-Term Municipal Income Fund
20. Nations Intermediate Municipal Bond Fund
21. Nations Florida Intermediate Municipal Bond Fund
22. Nations Florida Municipal Bond Fund
23. Nations Georgia Intermediate Municipal Bond Fund
24. Nations Georgia Municipal Bond Fund
25. Nations Maryland Intermediate Municipal Bond Fund
26. Nations Maryland Municipal Bond Fund
27. Nations North Carolina Intermediate Municipal Bond Fund
28. Nations North Carolina Municipal Bond Fund
29. Nations South Carolina Intermediate Municipal Bond Fund
30. Nations South Carolina Municipal Bond Fund
31. Nations Tennessee Intermediate Municipal Bond Fund
32. Nations Tennessee Municipal Bond Fund
33. Nations Texas Intermediate Municipal Bond Fund
34. Nations Texas Municipal Bond Fund
35. Nations Virginia Intermediate Municipal Bond Fund
36. Nations Virginia Municipal Bond Fund
13
<PAGE>
Nations Fund Inc.
1. Nations Prime Fund
2. Nations Treasury Fund
3. Nations International Growth Fund
4. Nations Equity Income Fund
5. Nations U.S. Government Bond Fund
6. Nations Small Company Growth Fund
7. Nations Government Securities Fund
Nations Reserves:
1. Nations Asset Allocation Fund
2. Nations Capital Income Fund
3. Nations California Municipal Bond Fund
4. Nations Intermediate Bond Fund
5. Nations Blue Chip Fund
6. Nations Marsico Focused Equities Fund
7. Nations Marsico Growth & Income Fund
8. Nations International Equity Fund
9. Nations International Value Fund
10. Nations Emerging Markets Fund
Nations LifeGoal Funds, Inc.:
1. Nations LifeGoal Growth Portfolio
2. Nations LifeGoal Balanced Growth Portfolio
3. Nations LifeGoal Income and Growth Portfolio
Nations Funds Trust:
1. Nations High Yield Bond Fund
2. Nations MidCap Index Fund
3. Nations Kansas Municipal Income Fund
Last Amended: February 14, 2000
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused the amended Schedule
A to be executed by their Officers designated below as of the 14th day of
February, 2000.
PFPC Inc. (Formerly First Data Investor Services Group, Inc.
f/k/a The Shareholder Services Group, Inc.)
By: /s/ Jylanne M. Dunne
----------------------------------
Name: Jylanne M. Dunne
Title: Senior Vice President
BANK OF AMERICA, N.A. (Formerly NationsBank of Texas, N.A.)
By: /s/ Edward D. Bedard
----------------------------------
Name: Edward D. Bedard
Title: Senior Vice President
15
<PAGE>
Schedule B
DUTIES OF NATIONSBANK
1. Shareholder Information. NationsBank shall maintain a record of the
number of Shares held by each Shareholder of record which shall include name,
address, and taxpayer identification number and which shall indicate whether
such Shares are held in certificates or uncertificated form.
2. Shareholder Services. NationsBank shall respond as appropriate to all
inquiries and communications from Shareholders relating to Shareholder accounts
with respect to its duties hereunder and as may be from time to time mutually
agreed upon between NationsBank and the Transfer Agent (or the Funds as the case
maybe).
3. Share Certificates.
(a) At the expense of the Funds, the Funds shall supply NationsBank
with an adequate supply of blank share certificates to meet NationsBank's
requirements therefor. Such Share certificates shall be properly signed by
facsimile. Notwithstanding the death, resignation, or removal of any Officer of
the Fund whose signature appears on such certificates, NationsBank or its agent
may continue to countersign certificates which bear such signatures until
otherwise directed by Written Instructions.
(b) NationsBank shall issue replacement Share certificates in lieu of
certificates which have been lost, stolen or destroyed, upon receipt by
NationsBank of properly executed affidavits and lost certificate bonds, in form
satisfactory to NationsBank, with the applicable Fund and NationsBank as
obligees under the bond.
(c) NationsBank shall also maintain a record of each certificate
issued, the number of Shares represented thereby and the Shareholder of record.
With respect to Shares held in open accounts or uncertificated form (i.e., no
certificate being issued with respect thereto) the Transfer Agent shall maintain
comparable records of the Shareholders thereof, including their names, addresses
and taxpayer identification numbers. NationsBank shall further maintain a stop
transfer record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. NationsBank
will address and mail to Shareholders of the Funds, all reports to Shareholders,
dividend and distribution notices and proxy material for the Funds' meetings of
Shareholders. In connection with meetings of Shareholders, NationsBank will
prepare Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies voted
prior to meetings, act as inspector of election at meetings and certify Shares
voted at meetings.
<PAGE>
5. Sales of Shares.
(a) NationsBank shall not be required to issue any Shares of the
Funds where it has received a Written Instruction from the applicable Fund or
official notice from any appropriate authority that the sale of the Shares of
such Fund has been suspended or discontinued. The existence of such Written
Instructions or such official notice shall be conclusive evidence of the right
of NationsBank to rely on such Written Instructions or official notice.
(b) In the event that any check or other order for the payment of
money is returned unpaid for any reason, NationsBank will endeavor to: (i) give
prompt notice of such return to the applicable Fund or its designee; (ii) place
a stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as NationsBank may from time to time deem
appropriate.
6. Transfer and Repurchase.
(a) NationsBank shall process all requests to transfer or redeem
Shares in accordance with the transfer or repurchase procedures set forth in the
applicable Fund's Prospectus.
(b) NationsBank will transfer or repurchase Shares upon receipt of
Oral or Written Instructions or otherwise pursuant to the Prospectus and Share
certificates, if any, properly endorsed for transfer or redemption, accompanied
by such documents as NationsBank reasonably may deem necessary.
(c) NationsBank reserves the right to refuse to transfer or
repurchase Shares until it is satisfied that the endorsement on the instructions
is valid and genuine. NationsBank also reserves the right to refuse to transfer
or repurchase Shares until it is satisfied that the requested transfer or
repurchase is legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or repurchases which NationsBank, in
its reasonable judgment, deems improper or unauthorized, or until it is
reasonably satisfied that there is no basis to any claims adverse to such
transfer or repurchase.
(d) When Shares are redeemed, NationsBank shall, upon receipt of the
instructions and documents in proper form, deliver to the Custodian and the
applicable Fund or its designee a notification setting forth the number of
Shares to be redeemed. Such redeemed Shares shall be reflected on appropriate
accounts maintained by NationsBank reflecting outstanding Shares of the
applicable Fund and Shares attributed to individual accounts.
(e) NationsBank shall, upon receipt of the monies paid to it by the
Custodian for the redemption of Shares, pay such monies as are received from the
Custodian, all in accordance with the procedures described in the Written
Instructions received by NationsBank from the Funds.
17
<PAGE>
(f) NationsBank shall not process or effect any repurchase with
respect to Shares of any Fund after receipt by NationsBank or its agent of
notification of the suspension of the determination of the net asset value of
such Fund.
7. Dividends.
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Funds with respect to Shares of
the Funds, the Funds shall furnish or cause to be furnished to NationsBank
Written Instructions setting forth the date of the declaration of such dividend
or distribution, the ex-dividend date, the date of payment thereof, the record
date as of which Shareholders entitled to payment shall be determined, the
amount payable per Share to the Shareholders of record as of that date, the
total amount payable to NationsBank on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution of the
Board of Directors, the applicable Fund will pay to NationsBank sufficient cash
to make payment on such payment date to the Shareholders of record on the record
date.
(c) If, prior to the payment date, NationsBank does not receive
sufficient cash from the applicable Fund to make total dividend and/or
distribution payments to all Shareholders of record of such Fund as of the
record date, NationsBank will, upon notifying such Fund, withhold payment to all
Shareholders of record as of the record date until sufficient cash is provided
to NationsBank.
8. Daily Activity. NationsBank will communicate via fax all "net"
activity for the day to TSSG. TSSG shall update the transfer agent system and
notify fund accounting of money movement based on such information.
9. In addition to and neither in lieu nor in contravention of the
services set forth above, NationsBank shall: (i) perform all the customary
services of a transfer agent, registrar, dividend disbursing agent and agent of
the dividend reinvestment and cash purchase plan as described herein consistent
with those requirements in effect as of the date of this Agreement. The detailed
definition, frequency, limitations and associated costs (if any) set out in the
attached fee schedule, include but are not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing proxies,
tabulating proxies, mailing Shareholder reports to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts where
applicable, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders.
18
<PAGE>
Schedule C
Fee Schedule
Upon receipt of the appropriate payment from the Funds, the Transfer Agent will
compensate NationsBank for the performance of its obligations hereunder in
accordance with a flat fee of $251,000 per year ($20,916.67 per month).
CROSS INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 14th day of February, 2000, by and
among Nations Fund, Inc. (the "Company"), a Maryland corporation, Nations Fund
Trust (the "Trust"), a Massachusetts business trust, Nations Reserves
("Reserves"), a Massachusetts business trust, Nations Master Investment Trust
(the "Master Trust"), a Delaware business trust and Nations Funds Trust ("Funds
Trust"), a Delaware business trust.
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 seven 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-six
operating investment portfolios, but which may from time to time consist of a
greater or lesser number of investment portfolios; and
WHEREAS, Reserves is an open-end management investment company
registered as such under the 1940 Act, currently consisting of sixteen operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, the Master Trust is an open-end management investment company
registered as such under the 1940 Act, currently consisting of seven operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, Funds Trust is an open-end management investment company
registered as such under the Investment Company Act of 1940 (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, Reserves and Funds Trust plan to
offer, on a continuous basis, shares of common stock, units of beneficial
interest, units of beneficial interests and units of beneficial interests,
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");
WHEREAS, certain information relating to the Master Trust must be
included in the prospectuses of Reserves and Funds Trust and therefore will be
included in the Joint Offerings and Registration Statements;
<PAGE>
NOW THEREFORE, the Company, the Trust, Reserves, the Master Trust and
Funds Trust hereby agree as follows:
(1) (a) The Company will indemnify and hold harmless the Trust, Reserves, the
Master Trust and Funds Trust against any losses, claims, damages or
liabilities, to which the Trust, Reserves, the Master Trust or Funds
Trust 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, Reserves, the Master Trust or Funds Trust by the
Company expressly for use therein; and will reimburse the Trust,
Reserves, the Master Trust and Funds Trust for any legal or other
expenses reasonably incurred by the Trust, Reserves, the Master Trust or
Funds Trust 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, Reserves, the Master Trust or Funds Trust
expressly for use in the Offering Documents.
(b) The Trust will indemnify and hold harmless the Company, Reserves, the
Master Trust and Funds Trust against any losses, claims, damages or
liabilities to which the Company, Reserves, the Master Trust or Funds
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 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, Reserves, the Master Trust or Funds Trust by
the Trust expressly for use therein; and will reimburse the Company,
Reserves, the Master Trust and Funds Trust for any legal or other
expenses reasonably incurred by the Company, Reserves, the Master Trust
or Funds Trust 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, Reserves, the Master Trust or
Funds Trust expressly for use in the Offering Documents.
<PAGE>
(c) Reserves will indemnify and hold harmless the Company, the Trust, the
Master Trust and Funds Trust against any losses, claims, damages or
liabilities to which the Company, the Trust, the Master Trust or Funds
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, the Trust, the Master Trust or Funds Trust by
Reserves expressly for use therein; and will reimburse the Company, the
Trust, the Master Trust and Funds Trust for any legal or other expenses
reasonably incurred by the Company, the Trust, the Master Trust or Funds
Trust in connection with investigating or defending any such action or
claim; provided, however, that Reserves 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
Reserves by the Company, the Trust, the Master Trust or Funds Trust for
use in the Offering Documents.
(d) The Master Trust will indemnify and hold harmless the Company, the
Trust, Reserves and Funds Trust against any losses, claims, damages or
liabilities to which the Company, the Trust, Reserves or Funds 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, the Trust, Reserves or Funds Trust by the Master Trust expressly
for use therein; and will reimburse the Company, the Trust, Reserves and
Funds Trust for any legal or other expenses reasonably incurred by the
Company, the Trust, Reserves or Funds Trust in connection with
investigating or defending any such action or claim; provided, however,
that the Master 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 Master Trust by the
Company, the Trust, Reserves or Funds Trust for use in the Offering
Documents.
<PAGE>
(e) Funds Trust will indemnify and hold harmless the Company, the Trust,
Reserves and the Master Trust against any losses, claims, damages or
liabilities to which the Company, the Trust, Reserves or the Master 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, the Trust, Reserves or the Master Trust by
Funds Trust expressly for use therein; and will reimburse the Company,
the Trust, Reserves and the Master Trust for any legal or other expenses
reasonably incurred by the Company, the Trust, Reserves or the Master
Trust in connection with investigating or defending any such action or
claim; provided, however, that Reserves 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
Funds Trust by the Company, the Trust, Reserves or the Master Trust for
use in the Offering Documents.
(f) Promptly after receipt by an indemnified party under subsection (a),
(b),(c), (d) or (e) 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.
<PAGE>
(2) This agreement may be executed simultaneously in five or more
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
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 RESERVES
By:/s/ A. Max Walker
--------------------------------------
A. Max Walker
Chairman of the Board of Trustees
<PAGE>
NATIONS MASTER INVESTMENT TRUST
By:/s/ A. Max Walker
--------------------------------------
A. Max Walker
Chairman of the Board of Trustees
NATIONS FUNDS TRUST
By:/s/ A. Max Walker
--------------------------------------
A. Max Walker
Chairman of the Board of Trustees
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.
1
<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 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 19, 1999
3
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.
1
<PAGE>
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.
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.
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.
3
<PAGE>
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 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 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
Nations Strategic Growth 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
Last Amended: February 14, 2000
6
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.
1
<PAGE>
Section 4. Limitations on Payments. Payment made by a particular Fund
under Section 1 must be for distribution or sales support services rendered for
or on behalf of such Fund. However, joint distribution or sales support
financing with respect to the Funds (which financing may also involve other
investment portfolios or companies that are affiliated persons of such a person,
or affiliated persons of the Distributor) shall be permitted in accordance with
applicable regulations of the Securities and Exchange Commission as in effect
from time to time.
Except for the payments specified in Section 1, no additional payments are
to be made by the 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.
2
<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.
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.
3
<PAGE>
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
1. Nations Value Fund
2. Nations Capital Growth Fund
3. Nations Emerging Growth Fund
4. Nations Disciplined Equity Fund
5. Nations Balanced Assets Fund
6. Nations Short-Term Income Fund
7. Nations Short-Intermediate Government Fund
8. Nations Strategic Fixed Income Fund
9. Nations Diversified Income Fund
10. Nations Short-Term Municipal Income Fund
11. Nations Intermediate Municipal Bond Fund
12. Nations Municipal Income Fund
13. Nations Florida Intermediate Municipal Bond Fund
14. Nations Florida Municipal Bond Fund
15. Nations Georgia Intermediate Municipal Bond Fund
16. Nations Georgia Municipal Bond Fund
17. Nations Maryland Intermediate Municipal Bond Fund
18. Nations Maryland Municipal Bond Fund
19. Nations North Carolina Intermediate Municipal Bond Fund
20. Nations North Carolina Municipal Bond Fund
21. Nations South Carolina Intermediate Municipal Bond Fund
22. Nations South Carolina Municipal Bond Fund
23. Nations Tennessee Intermediate Municipal Bond Fund
24. Nations Tennessee Municipal Bond Fund
25. Nations Texas Intermediate Municipal Bond Fund
26. Nations Texas Municipal Bond Fund
27. Nations Virginia Intermediate Municipal Bond Fund
28. Nations Virginia Municipal Bond Fund
29. Nations Strategic Growth Fund
Last Amended: February 14, 2000
5
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.
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.
2
<PAGE>
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:
1. Nations Value Fund
2. Nations Capital Growth Fund
3. Nations Emerging Growth Fund
4. Nations Disciplined Equity Fund
5. Nations Balanced Assets Fund
6. Nations Short-Intermediate Government Fund
7. Nations Short-Term Income Fund
8. Nations Strategic Fixed Income Fund
9. Nations Diversified Income Fund
10. Nations Intermediate Municipal Bond Fund
11. Nations Municipal Income Fund
12. Nations Short-Term Municipal Income Fund
13. Nations Florida Intermediate Municipal Bond Fund
14. Nations Florida Municipal Bond Fund
15. Nations Georgia Intermediate Municipal Bond Fund
16. Nations Georgia Municipal Bond Fund
17. Nations Maryland Intermediate Municipal Bond Fund
18. Nations Maryland Municipal Bond Fund
19. Nations North Carolina Intermediate Municipal Bond Fund
20. Nations North Carolina Municipal Bond Fund
21. Nations South Carolina Intermediate Municipal Bond Fund
22. Nations South Carolina Municipal Bond Fund
23. Nations Tennessee Intermediate Municipal Bond Fund
24. Nations Tennessee Municipal Bond Fund
25. Nations Texas Intermediate Municipal Bond Fund
26. Nations Texas Municipal Bond Fund
27. Nations Virginia Intermediate Municipal Bond Fund
28. Nations Virginia Municipal Bond Fund
29. Nations Strategic Growth Fund
The term "Money Market Funds" used in the Plan shall refer to the
following Funds of the Trust:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
Dated: October 15, 1996
Last Amended: February 14, 2000
NATIONS FUND TRUST
DAILY CLASS DISTRIBUTION PLAN
This Daily Class Distribution Plan (formerly the "Investor D 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 Daily Shares of the Trust's Money Market
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, 0.45% of the average daily net asset value
of a Fund's Daily 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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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 Daily 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 Daily 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 Daily 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 Daily Shares, upon its approval by (a) a majority of the
outstanding Daily 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 Daily Shares may bear for distribution pursuant to this Plan
shall be effective only upon approval by a vote of a majority of the outstanding
Daily 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 Daily
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 Daily 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 Daily Shares of the Trust must
look solely to the Trust property belonging to such Fund's Daily Shares for the
enforcement of any claims against the Trust.
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.
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<PAGE>
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 Government Money Market Fund
Nations Tax Exempt Fund
5
NATIONS FUND TRUST
RULE 18f-3 MULTI-CLASS PLAN
I. Introduction.
Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act"), the following sets forth the method for allocating
fees and expenses among each class of shares in the investment portfolios of
Nations Fund Trust (the "Trust"). In addition, this Rule 18f-3 Multi-Class Plan
(the "Plan") sets forth the maximum initial sales loads, contingent deferred
sales charges, Rule 12b-1 distribution fees, shareholder servicing fees,
conversion features, exchange privileges and other shareholder services, if any,
applicable to a particular class of shares of the portfolios. The Plan also
identifies expenses that may be allocated to a particular class of shares to the
extent that they are actually incurred in a different amount by the class or
relate to a different kind or degree of services provided to the class.
The Trust is an open-end series investment company registered under the
1940 Act, the shares of which are registered on Form N-1A under the Securities
Act of 1933 (Registration Nos. 2-97817 and 811-4305). The Trust elects to offer
multiple classes of shares in its investment portfolios pursuant to the
provisions of Rule 18f-3 and this Plan.
The Trust currently consists of the following thirty-six separate
investment portfolios: Nations Government Money Market Fund and Nations Tax
Exempt Fund (the "Money Market Funds"), and Nations Value Fund, Nations
Strategic Growth Fund, Nations Capital Growth Fund, Nations Emerging Growth
Fund, Nations Equity Index 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 Managed Index Fund, Nations Managed SmallCap Index Fund,
Nations Managed Value Index Fund, Nations Managed SmallCap Value Index 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 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 and Nations Virginia Municipal Bond
Fund (the "Non-Money Market Funds").
The above-listed investment portfolios of the Trust (the "Funds") are
authorized to issue the following classes of shares representing interests in
the Funds:
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(i) Nations Government Money Market Fund and Nations Tax Exempt Fund--
Primary A Shares, Primary B Shares, Investor A Shares, Investor B
Shares, Investor C Shares and Daily Shares;
(ii) Nations Equity Index Fund-- Primary A Shares, Primary B Shares and
Investor A Shares;
(iii) Nations Managed Index Fund, Nations Managed SmallCap Index Fund,
Nations Managed Value Index Fund and Nations Managed SmallCap Value
Index Fund (the "Managed Index Funds" and collectively with Nations
Equity Index Fund, the "Index Funds") -- Primary A Shares, Primary B
Shares, Investor A Shares and Investor C Shares;
(iv) 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 and Nations Strategic Fixed
Income Fund -- Primary A Shares, Primary B Shares, Investor A Shares,
Investor B Shares and Investor C Shares;
(v) Nations Strategic Growth 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 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
and Nations Virginia Municipal Bond Fund -- Primary A Shares, Investor
A Shares, Investor B Shares and Investor C Shares.
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II. Allocation of Expenses.
A. Pursuant to Rule 18f-3 under the 1940 Act, the Trust shall allocate to
each class of shares in a Fund (i) any fees and expenses incurred by the Trust
in connection with the distribution of such class of shares under a distribution
plan adopted for such class of shares pursuant to Rule 12b-1, and (ii) any fees
and expenses incurred by the Trust under a shareholder servicing plan in
connection with the provision of shareholder services to the holders of such
class of shares.
B. In addition, pursuant to Rule 18f-3, the Trust may allocate the
following fees and expenses, if any, to a particular class of shares in a single
Fund:
(i) transfer agent fees identified by the transfer agent as being
attributable to such class of shares;
(ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports,
prospectuses, reports, and proxies to current shareholders of
such class of shares or to regulatory agencies with respect to
such class of shares;
(iii) blue sky registration or qualification fees incurred by such
class of shares;
(iv) Securities and Exchange Commission registration fees incurred by
such class of shares;
(v) the expense of administrative personnel and services (including,
but not limited to, those of a portfolio accountant, custodian
or dividend paying agent charged with calculating net asset
values or determining or paying dividends) as required to
support the shareholders of such class of shares;
(vi) litigation or other legal expenses relating solely to such class
of shares;
(vii) fees of the Trustees of the Trust incurred as a result of issues
relating to such class of shares;
(viii) independent accountants' fees relating solely to such class of
shares; and
(ix) any other fees and expenses, not including advisory or custodial
fees or other expenses related to the management of the Fund's
assets, relating to (as defined below) such class of shares.
C. For all purposes under this Plan, fees and expenses "relating to" a
class of shares are those fees and expenses that are actually incurred in a
different amount by the class or that relate to a different kind or degree of
services provided to the class. The proper officers of the Trust shall have the
authority to determine whether any or all of the fees and expenses described in
Section B of this Part II should be allocated to a particular class of shares.
The Board of Trustees will monitor any such allocations to ensure that they
comply with the requirements of the Plan.
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D. Income and any expenses of Nations Government Money Market Fund,
Nations Tax Exempt 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
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 and Nations Virginia Municipal Bond
Fund not allocated to a particular class of any such Fund pursuant to this Plan
shall be allocated to each class of the Fund on the basis of the relative net
assets (settled shares), as defined in Rule 18f-3, of that class in relation to
the net assets of the Fund.
Realized and unrealized capital gains and losses of Nations Government
Money Market Fund, Nations Tax Exempt 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 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 and
Nations Virginia Municipal Bond Fund not allocated to a particular class of any
such Fund pursuant to this Plan shall be allocated to each class of the Fund on
the basis of the relative net assets (settled shares), as defined in Rule 18f-3,
of that class in relation to the net assets of the Fund.
Income, realized and unrealized capital gains and losses, and any
expenses of Nations Value Fund, Nations Strategic Growth Fund, Nations Capital
Growth Fund, Nations Emerging Growth Fund, Nations Equity Index Fund, Nations
Disciplined Equity Fund, Nations Balanced Assets Fund, Nations Managed Index
Fund, Nations Managed SmallCap Index Fund, Nations Managed Value Index Fund and
Nations Managed SmallCap Value Index Fund not allocated to a particular class of
any such Fund pursuant to this Plan shall be allocated to each class of the Fund
on the basis of the relative net assets (settled shares), as defined in Rule
18f-3, of that class in relation to the net assets of the Fund.
4
<PAGE>
E. In certain cases, Banc of America Advisors, Inc., Banc of America
Capital Management, Inc., Bank of America, N.A., Stephens Inc., PFPC Inc., or
another service provider for a Fund may waive or reimburse all or a portion of
the expenses of a specific class of shares of the Fund. The Board of Trustees
will monitor any such waivers or reimbursements to ensure that they do not
provide a means for cross-subsidization between classes.
III. Class Arrangements.
The following summarizes the maximum front-end sales charges, contingent
deferred sales charges, Rule 12b-1 distribution fees, shareholder servicing
fees, conversion features, exchange privileges and other shareholder services,
if any, applicable to each class of shares of the Trust. Additional details
regarding such fees and services are set forth in the relevant Fund's (or
Funds') current Prospectus(es) and Statement of Additional Information.
A. Primary A Shares-- All Funds.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing Fees: None
5. Conversion Features: None
6. Exchange Privileges:
(a) Primary A Shares of a Fund may be exchanged for
Primary A Shares of any other Nations Fund. In some
cases, the only Money Market Fund option is Trust
Class Shares of Nations Reserves Money Market Funds.
(b) From time to time, the Board of Trustees of the Trust
may modify, or ratify modifications to, the exchange
privileges of Primary A Shares of a Fund without
amending this Plan, provided that such exchange
privileges, as modified, are described in the
then-current prospectus for such shares of such Fund.
7. Other Shareholder Services: None
B. Primary B Shares-- All Funds.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
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3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing/Administration Fees:
(a) Money Market Funds: Pursuant to a Shareholder
Servicing Plan, the Primary B Shares of each Money
Market Fund may pay shareholder servicing fees of up
to 0.25% of the average daily net assets of such
shares.
(b) Non-Money Market Funds: Pursuant to a Shareholder
Administration Plan, Primary B Shares of Nations
Value Fund, Nations Strategic Growth Fund, Nations
Capital Growth Fund, Nations Emerging Growth Fund,
Nations Equity Index 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
Managed Index Fund, Nations Managed SmallCap Index
Fund, Nations Managed Value Index Fund and Nations
Managed SmallCap Value Index Fund each may pay
shareholder administration fees of up to 0.60% of
the average daily net assets of such shares,
provided that in no event may the portion of such
fee that constitutes a "service fee," as that term
is defined in Rule 2830 of the Conduct Rules of the
National Association of Securities Dealers, Inc.,
exceed 0.25% of the average daily net asset value of
such Primary B Shares of a Fund.
5. Conversion Features: Primary B Shares of a Fund shall
have such conversion features, if any, as are determined
by or ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such shares
of such Fund.
6. Exchange Privileges:
(a) Primary B Shares of a Fund may be exchanged for
Primary B Shares of any other Nations Fund.
(b) From time to time, the Board of Trustees of the
Trust may modify, or ratify modifications to, the
exchange privileges of Primary B Shares of a Fund
without amending this Plan, provided that such
exchange privileges, as modified, are described in
the then-current prospectus for such shares of such
Fund.
7. Other Shareholder Services: None
6
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C. Investor A Shares-- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Investor A
Shares of each Money Market Fund may pay distribution
fees of up to 0.10% of the average daily net assets of
such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, Investor A Shares of each
Money Market Fund may pay shareholder servicing fees of
up to 0.25% of the average daily net assets of such
shares.
5. Conversion Features: Investor A Shares of a Fund shall
have such conversion features, if any, as are determined
by or ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such shares
of such Fund.
6. Exchange Privileges:
(a) Investor A Shares of the Money Market Funds may be
exchanged for Investor A Shares of any other Nations
Fund, except Index Funds.
(b) Investor A Shares of the Money Market Funds acquired
through a Nations Funds Individual Retirement
Account ("IRA") may be exchanged for Investor B
Shares of any other Nations Fund, except Money
Market Funds.
(c) From time to time, the Board of Trustees of the
Trust may modify, or ratify modifications to, the
exchange privileges of Investor A Shares of a Fund
without amending this Plan, provided that such
exchange privileges, as modified, are described in
the then-current prospectus for such shares of such
Fund.
7. Other Shareholder Services. The Trust offers check
writing privileges, a Systematic Investment Plan, an
Automatic Withdrawal Plan and an Automatic Exchange
Feature to holders of Investor A Shares of the Money
Market Funds.
D. Investor A Shares-- Non-Money Market Funds Only.
1. Maximum Initial Sales Load:
(a) Nations Value Fund, Nations Capital Growth Fund,
Nations Emerging Growth Fund, Nations Disciplined
Equity Fund, Nations Strategic Growth Fund and
Nations Balanced Assets Fund: maximum of 5.75%.
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(b) Nations Diversified Income 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 Tennessee Municipal
Bond Fund, Nations Texas Municipal Bond Fund and
Nations Virginia Municipal Bond Fund: maximum of
4.75%.
(c) Nations Short-Intermediate Government Fund, Nations
Intermediate Municipal Bond Fund, Nations Florida
Intermediate Municipal Bond Fund, Nations Georgia
Intermediate Municipal Bond Fund, Nations Kansas
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
and Nations Strategic Fixed Income Fund: maximum of
3.25%.
(d) Nations Short-Term Income Fund and Nations
Short-Term Municipal Income Fund: maximum of 1.00%.
(e) Nations Equity Index Fund, Nations Managed Index
Fund, Nations Managed SmallCap Index Fund, Nations
Managed Value Index Fund and Nations Managed
SmallCap Value Index Fund: None
2. Contingent Deferred Sales Charge (as a percentage of the
lower of the original purchase price or redemption
proceeds):
(a) 1.00% of purchases made before August 1, 1999 in
amounts over $1 million if redeemed within one year
of purchase, declining to 0.50% in the second year
after purchase and eliminated thereafter.
(b) 1.00% of purchases made on or after August 1, 1999
in amounts over $1 million if redeemed within 18
months of purchase and eliminated thereafter.
3. Redemption Fee:
(a) 1.00% of the current net asset value of shares
purchased in amounts of $1 million or more between
July 31, 1997 and November 15, 1998, and redeemed
within 18 months of purchase (excluding the Index
Funds).
(b) 1.00% of the current net asset value of shares
purchased by an employee benefit plan that initially
invested in Investor A Shares between July 31, 1997
and November 15, 1998, and redeemed within 18 months
of purchase in connection with redemption of all
Nations Funds holdings of the employee benefit plan.
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<PAGE>
4. Maximum Rule 12b-1 Distribution/Shareholder Servicing
Fees:
(a) Pursuant to a Shareholder Servicing and Distribution
Plan adopted under Rule 12b-1, Investor A Shares of
each Non-Money Market Fund (except Nations
Short-Term Income Fund and Nations Short-Term
Municipal Income Fund) may pay a combined
distribution and shareholder servicing fee of up to
0.25% of the average daily net assets of such
shares.
(b) Pursuant to a Shareholder Servicing Plan, Investor A
Shares of Nations Short-Term Income Fund and Nations
Short-Term Municipal Income Fund may pay shareholder
servicing fees of up to 0.25% of the average daily
net assets of such shares.
5. Conversion Features: Investor A Shares of a Fund shall
have such conversion features, if any, as are determined
by or ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such shares
of such Fund.
6. Exchange Privileges:
(a) Investor A Shares of the Non-Money Market Funds
(other than Nations Short-Term Income Fund or
Nations Short-Term Municipal Income Fund acquired in
exchange from Investor B Shares of another Nations
Funds Non-Money Market Fund) may be exchanged for
Investor A Shares of any other Nations Fund, except
Index Funds.
(b) Investor A Shares of the Managed Index Funds may be
exchanged for Investor A Shares of any Index Fund.
(c) Investor A Shares of a Managed Index Fund received
through a conversion of Investor C Shares originally
bought through a 401(k) plan, can be exchanged for
Investor C Shares of any Nations Reserves Money
Market Fund.
(d) Investor A Shares of Nations Equity Index Fund may
be exchanged for Investor A Shares of any Managed
Index Fund.
(e) Investor A Shares of Nations Short-Term Income Fund
and Nations Short-Term Municipal Income Fund
acquired in exchange for Investor B Shares of
another Nations Funds Non-Money Market Fund may be
re-exchanged for Investor B Shares of any other
Nations Funds Non-Money Market Fund or Investor B
Shares of any Nations Reserves Money Market Funds.
(f) From time to time, the Board of Trustees of the
Trust may modify, or ratify modifications to, the
exchange privileges of Investor A Shares of a Fund
without amending this Plan, provided that such
exchange privileges, as modified, are described in
the then-current prospectus for such shares of such
Fund.
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7. Other Shareholder Services. The Trust offers a Systematic
Investment Plan, an Automatic Withdrawal Plan and an
Automatic Exchange Feature to holders of Investor A
Shares of the Non-Money Market Funds.
E. Investor B Shares-- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, the Investor
B Shares of each Money Market Fund may pay distribution
fees of up to 0.10% of the average daily net assets of
such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, the Investor B Shares of each
Money Market Fund may pay shareholder servicing fees of
up to 0.25% of the average daily net assets of such
shares.
5. Conversion Features: Investor B Shares of a Fund shall
have such conversion features, if any, as are determined
by or ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such shares
of such Fund.
6. Exchange Privileges:
(a) Investor B Shares of a Money Market Fund may be
exchanged for Investor B Shares of any other Money
Market Fund.
(b) From time to time, the Board of Trustees of the
Trust may modify, or ratify modifications to, the
exchange privileges of Investor B Shares of a Fund
without amending this Plan, provided that such
exchange privileges, as modified, are described in
the then-current prospectus for such shares of such
Fund.
7. Other Shareholder Services: The Trust offers checkwriting
services, a Systematic Investment Plan and an Automatic
Withdrawal Plan to holders of Investor B Shares of the
Money Market Funds.
F. Investor B Shares-- Non-Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of the
lower of the original purchase price or redemption
proceeds):
(a) Nations Value Fund, Nations Capital Growth Fund,
Nations Emerging Growth Fund, Nations Disciplined
Equity Fund, Nations Strategic Growth Fund, Nations
Balanced Assets Fund, Nations Diversified Income
Fund, Nations Strategic Fixed Income 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 Tennessee Municipal
Bond Fund, Nations Texas Municipal Bond Fund,
Nations Virginia Municipal Bond Fund: 5.00% if
redeemed within one year of purchase, declining to
1.00% in the sixth year after purchase and
eliminated thereafter.
10
<PAGE>
(b) Nations Strategic Fixed Income Fund, Nations
Short-Intermediate Government 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 and
Nations Virginia Intermediate Municipal Bond Fund:
3.00% if redeemed within one year of purchase,
declining to 1.00% in the fourth year after purchase
and eliminated thereafter.
(c) Nations Short-Term Income Fund and Nations
Short-Term Municipal Income Fund: Not Available
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Investor B
Shares of each Non-Money Market Fund may pay distribution
fees of up to 0.75% of the average daily net assets of
such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, Investor B Shares of each
Non-Money Market Fund may pay shareholder servicing fees
of up to 0.25% of the average daily net assets of such
shares.
5. Conversion Features: Investor B Shares of a Fund shall
have such conversion features, if any, as are determined
by or ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such shares
of such Fund.
6. Exchange Privileges:
(a) Investor B Shares of a Non-Money Market Fund may be
exchanged for Investor B Shares of any other Nations
Fund, except Money Market Funds.
(b) Investor B Shares of a Non-Money Market Fund may be
exchanged for Investor B Shares of any Nations
Reserves Money Market Fund.
(c) From time to time, the Board of Trustees of the
Trust may modify, or ratify modifications to, the
exchange privileges of Investor B Shares of a Fund
without amending this Plan, provided that such
exchange privileges, as modified, are described in
the then-current prospectus for such shares of such
Fund.
11
<PAGE>
7. Other Shareholder Services: The Trust offers a Systematic
Investment Plan, an Automatic Withdrawal Plan and an
Automatic Exchange Feature to holders of Investor B
Shares of the Non-Money Market Funds.
G. Investor C Shares-- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, the Investor C Shares of each
Money Market Fund may pay shareholder servicing fees of
up to 0.25% of the average daily net assets of such
shares.
5. Conversion Features: Investor C Shares of a Fund shall
have such conversion features, if any, as are determined
by or ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such shares
of such Fund.
6. Exchange Privileges:
(a) Investor C Shares of a Money Market Fund may be
exchanged for Investor B Shares of any other Nations
Fund, except Nations Funds Money Market Funds.
(b) Investor C Shares of a Money Market Fund acquired in
exchange for Investor B Shares of another Nations
Funds Non-Money Market Fund may be re-exchanged for
Investor B Shares of any Nations Reserves Money
Market Funds.
(c) From time to time, the Board of Trustees of the
Trust may modify, or ratify modifications to, the
exchange privileges of Investor C Shares of a Fund
without amending this Plan, provided that such
exchange privileges, as modified, are described in
the then-current prospectus for such shares of such
Fund.
7. Other Shareholder Services: The Trust offers a Systematic
Investment Plan and an Automatic Withdrawal Plan to
holders of Investor C Shares of the Money Market Funds.
H. Investor C Shares-- Non-Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of the
lower of the original purchase price or redemption
proceeds): 1.00% if redeemed within one year of purchase
and eliminated thereafter.
12
<PAGE>
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Investor C
Shares of each Non-Money Market Fund may pay distribution
fees of up to 0.75% of the average daily net assets of
such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, Investor C Shares of each
Non-Money Market Fund may pay shareholder servicing fees
of up to 0.25% of the average daily net assets of such
shares.
5. Conversion Features: Investor C Shares of a Fund shall
have such conversion features, if any, as are determined
by or ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such shares
of such Fund.
6. Exchange Privileges:
(a) Investor C Shares of a Non-Money Market Fund may be
exchanged for Investor C Shares of any other Nations
Fund, except Money Market Funds.
(b) Investor C Shares of a Non-Money Market Fund may be
exchanged for Investor C Shares of any Nations
Reserves Money Market Fund.
(c) Investor C Shares of a Non-Money Market Fund that
were originally obtained in an exchange of Investor
A Shares of a Managed Index Fund for Investor C
Shares of a Non-Money Market Fund may be exchanged
for Investor A Shares of any Index Fund.
(d) From time to time, the Board of Trustees of the
Trust may modify, or ratify modifications to, the
exchange privileges of Investor C Shares of a Fund
without amending this Plan, provided that such
exchange privileges, as modified, are described in
the then-current prospectus for such shares of such
Fund.
7. Other Shareholder Services. The Trust offers a Systematic
Investment Plan, an Automatic Withdrawal Plan and an
Automatic Exchange Feature to holders of Investor C
Shares of the Non-Money Market Funds.
I. Daily Shares-- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Daily Shares
of each Money Market Fund may pay distribution fees of up
to 0.45% of the average daily net assets of such shares.
13
<PAGE>
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, the Daily Shares of each
Money Market Fund may pay shareholder servicing fees of
up to 0.25% of the average daily net assets of such
shares.
5. Conversion Features: Daily Shares of a Fund shall have
such conversion features, if any, as are determined by or
ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such shares
of such Fund.
6. Exchange Privileges:
(a) Daily Shares of a Money Market Fund may be exchanged
for Daily Shares of any other Nations Funds Money
Market Fund or Investor C Shares of any Nations
Funds Non-Money Market Fund.
(b) Daily Shares of a Money Market Fund that were
originally obtained in an exchange of Investor C
Shares of a Nations Fund, except a Money Market
Fund, which were re-exchanged for Investor C Shares
of any Nations Fund, except a Money Market Fund, can
be exchanged for Investor C Shares of any Nations
Reserves Money Market Fund.
(c) From time to time, the Board of Trustees of the
Trust may modify, or ratify modifications to, the
exchange privileges of Daily Shares of a Fund
without amending this Plan, provided that such
exchange privileges, as modified, are described in
the then-current prospectus for such shares of such
Fund.
7. Other Shareholder Services: The Trust offers a Systematic
Investment Plan, an Automatic Withdrawal Plan and an
Automatic Exchange Feature to holders of Daily Shares of
the Money Market Funds.
IV. Board Review.
The Board of Trustees of the Trust shall review this Plan as frequently
as it deems necessary. Prior to any material amendment(s) to this Plan, the
Board of Trustees of the Trust, including a majority of the Trustees who are not
interested persons of the Trust, shall find that the Plan, as proposed to be
amended (including any proposed amendments to the method of allocating class
and/or fund expenses), is in the best interests of each class of shares of the
Fund individually and the Fund as a whole. In considering whether to approve any
proposed amendment(s) to the Plan, the Trustees of the Trust shall request and
evaluate such information as they consider reasonably necessary to evaluate the
proposed amendment(s) to the Plan.
Adopted: April 3, 1995
Last Amended February 14, 2000
14
POWER OF ATTORNEY
Edmund L. Benson, III, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Edmund L. Benson, III
------------------------------
Edmund L. Benson, III
<PAGE>
POWER OF ATTORNEY
James Ermer, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M. Kurucza, Marco
E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorneys and agents, with power of substitution or resubstitution, to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ James Ermer
------------------------------
James Ermer
<PAGE>
POWER OF ATTORNEY
William H. Grigg, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ William H. Grigg
------------------------------
William H. Grigg
<PAGE>
POWER OF ATTORNEY
Thomas F. Keller, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Thomas F. Keller
------------------------------
Thomas F. Keller
<PAGE>
POWER OF ATTORNEY
Dr. Cornelius J. Pings, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., James E. Banks,
Jr., Robert M. Kurucza, Marco E. Adelfio and Steven G. Cravath, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Nations Fund
Trust, Nations Fund, Inc., Nations Reserves, Nations LifeGoal Funds, Inc.,
Nations Annuity Trust, Nations Master Investment Trust and Nations Funds Trust
(each a Company and collectively the "Companies"), to comply with the Investment
Company Act of 1940, as amended, and the Securities and Exchange Act of 1933, as
amended (together the "Acts"), and any other applicable federal securities laws,
or rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof, in connection with the filing and effectiveness of each
Company's Registration Statement on Form N-1A pursuant to the Acts, and any and
all amendments thereto, and to determine the states in which appropriate filings
should be made and to take any and all necessary and appropriate actions to make
any and all such filings, and any and all amendments thereto, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a
director/trustee of the Companies, such Registration Statement and filings, any
and all exemptive applications under the Acts, and any and all amendments and
any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, individually or
collectively, shall do or cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Dr. Cornelius J. Pings
------------------------------
Dr. Cornelius J. Pings
<PAGE>
POWER OF ATTORNEY
A. Max Walker, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ A. Max Walker
------------------------------
A. Max Walker
<PAGE>
POWER OF ATTORNEY
Charles B. Walker, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Charles B. Walker
------------------------------
Charles B. Walker
<PAGE>
POWER OF ATTORNEY
Thomas S. Word, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio, and Steven G. Cravath, each individually, his true
and lawful attorneys and agents, with power of substitution or resubstitution,
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Thomas S. Word, Jr.
------------------------------
Thomas S. Word, Jr.
<PAGE>
POWER OF ATTORNEY
Carl E. Mundy, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ Carl E. Mundy, Jr.
------------------------------
Carl E. Mundy, Jr.
<PAGE>
POWER OF ATTORNEY
James B. Sommers, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust, Nations Fund, Inc., Nations
Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Master
Investment Trust and Nations Funds Trust (each a Company and collectively the
"Companies"), to comply with the Investment Company Act of 1940, as amended, and
the Securities and Exchange Act of 1933, as amended (together the "Acts"), and
any other applicable federal securities laws, or rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of each Company's Registration
Statement on Form N-1A pursuant to the Acts, and any and all amendments thereto,
and to determine the states in which appropriate filings should be made and to
take any and all necessary and appropriate actions to make any and all such
filings, and any and all amendments thereto, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in the
name and on behalf of the undersigned as a director/trustee of the Companies,
such Registration Statement and filings, any and all exemptive applications
under the Acts, and any and all amendments and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, individually or collectively, shall do or
cause to be done by virtue hereof.
Dated: December 9, 1999
/s/ James B. Sommers
------------------------------
James. B. Sommers
