As filed with the Securities and Exchange Commission
on November 5, 1998
Registration No. 33-89742; 811-8982
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 10 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 12 [X]
(Check appropriate box or boxes)
------------------------
NATIONS FUND PORTFOLIOS, INC.
(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
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on (date) pursuant
to Rule 485(b), or to Rule 485(b), or
[ ] 60 days after filing pursuant [ ] on (date) pursuant
to Rule 485(a), or to Rule 485(a).
[ ] 75 days after filing pursuant to [ ] on (date) pursuant to
paragraph (a)(2) paragraph (a)(2) of rule 485
<PAGE>
EXPLANATORY NOTE
The Registrant is filing this Post-Effective Amendment No. 10 to the
Company's Registration Statement solely for the purpose of including certain
edgarized exhibits to the Registration Statement.
Part A included in Post-Effective Amendment No. 8 filed July 31, 1998 and
the Part B filed pursuant to Rule 497 (c) on October 19, 1998 are incorporated
by reference herein.
<PAGE>
NATIONS FUND PORTFOLIOS, INC.
FILE NOS. 33-89742; 811-8982
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements
Included in Part B, Item 23:
Audited Financial Statements for Nations Emerging Markets,
Nations Pacific Growth and Nations Global Government Income
Funds:
Schedule of Investments for March 31, 1998 Statements of
Assets and Liabilities for March 31, 1998 Statements of
Operations for the year ended March 31, 1998
Statements of Changes in Net Assets for the fiscal year
ended March 31, 1997 and March 31, 1998 Schedule of
Capital Stock Activity for the fiscal year ended
March 31, 1998
Notes to Financial Statements
Financial Highlights
Report of Independent Accountants dated May 28, 1998
Included in Part C:
(b) Exhibits:
Exhibit
Number Description
------ -----------
1(a) - Articles of Incorporation, dated January 20, 1995, are
filed herewith.
1(b) - Articles Supplementary, dated April 20, 1995, are filed
herewith.
1(c) Articles Supplementary, dated March 20, 1996, are filed
herewith.
2 - By-Laws, dated January 25, 1995 are filed herewith.
3 - Not applicable
4 - Not applicable
C-1
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5(a) - Investment Advisory Agreement between NationsBanc Advisors,
Inc. a North Carolina corporation ("NBAI") and Registrant
is filed herewith.
(b) - Sub-Advisory Agreement between Registrant and Gartmore
Global Partners ("Gartmore"), is filed herewith.
6(a) - Form of Distribution Agreement with Stephens Inc. on behalf
of each Fund is filed herewith.
(b) - Forms of Sales Support Agreements are filed herewith.
(c) - Forms of Shareholder Servicing Agreements are filed
herewith.
(d) - Shareholder Administration Agreement for Primary B Shares
is filed herewith.
7 - Not applicable.
9(a) - Transfer Agency and Services Agreement to be filed
herewith.
(b) - Administration Agreement between Stephens Inc. and Nations
Fund Portfolios, Inc. is filed herewith.
(c) - Co-Administration Agreement between First Data Investor
Services Group, Inc. and Nations Fund Portfolios, Inc. is
filed herewith.
(d) - Cross Indemnification Agreement between Nations Fund
Portfolios, Inc., Nations Fund, Inc. and Nations Fund Trust
is filed herewith.
10 - Not applicable.
11 - Not applicable.
12 - Not applicable.
13 - Investment Letter, incorporated by reference to
Pre-Effective Amendment No. 2 filed on June 29, 1995.
14 - Not applicable.
15(a) - Form of Shareholder Servicing and Distribution Plan,
Investor A Shares is filed herewith.
(b) - Form of Shareholder Servicing Plan, Investor C Shares is
filed herewith.
C-2
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(c) - Form of Distribution Plan, Investor C Shares is filed
herewith.
(d) - Form of Shareholder Servicing Plan, Investor B Shares
(formerly Investor N Shares) is filed herewith.
(e) - Form of Distribution Plan, Investor B Shares (formerly
Investor N Shares) is filed herewith.
(f) - Shareholder Administration Plan for Primary B Shares is
filed herewith.
16 - Schedule for Computation of Performance Quotations to be
filed by Amendment.
17 - Not Applicable.
18 - Plan entered into by Registrant pursuant to Rule 18f-3
under the Investment Company Act of 1940 (the "1940 Act")
is incorporated by reference to Post-Effective No. 9, filed
September 4, 1998.
Item 25. Persons Controlled by or under
Common Control with Registrant.
Registrant is controlled by its Board of Directors.
Item 27. Indemnification.
The Registrant has entered into a Cross Indemnification Agreement with
Nations Fund, Inc. (the "Company") and Nations Fund Trust (the "Trust"), dated
June 27, 1995. The Company and or 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 (the "Act") and
the Investment Company Act of 1940 (the "1940 Act") insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Prospectuses, any Preliminary Prospectuses, the
Registration Statements, any other Prospectuses relating to the securities, or
any amendments or supplements to the foregoing (hereinafter referred to
collectively as the "Offering Documents"), or arise out of or are based upon the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering Documents in
reliance upon and in conformity with written information furnished to the
Registrant by the Company and/or 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 and/or 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 and/or Trust
by the Registrant expressly for use in the Offering Documents.
C-3
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Promptly after receipt by an indemnified party above of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the
omission to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.
Registrant has obtained from a major insurance carrier a directors' and
officers' liability policy covering certain types of errors and omissions. In no
event will Registrant indemnify any of its trustees, officers, employees, or
agents against any liability to which such person would otherwise be subject by
reason of his/her willful misfeasance, bad faith, gross negligence in the
performance of his/her duties, or by reason of his reckless disregard of the
duties involved in the conduct of his/her office or arising under his/her
agreement with Registrant. Registrant will comply with Rule 484 under the
Securities Act of 1933 and Release No. 11330 under the 1940 Act, as amended, in
connection with any indemnification.
Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended, may be permitted to trustees, officers, and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of Registrant in
the successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The following paragraphs of Article VIII of the
Registrant's Articles of Incorporation provide:
(h) The Corporation shall indemnify (1) its Directors and
officers, whether serving the Corporation or at its request any
other entity, to the full extent required or permitted by the
General Laws of the State of Maryland now or hereafter in force,
including the advance of expenses under the procedures and to the
full extent permitted by law, and (2) its other employees and
agents to such extent as shall be authorized by the Board of
Directors or the Corporation's By-Laws and be permitted by law. The
foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be
entitled. The Board of Directors may take such action as is
necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time
such By-Laws, resolutions or contracts implementing such provisions
or such further indemnification arrangements as may be permitted by
law. No amendment of these Articles of Incorporation of the
Corporation shall limit or eliminate the right to indemnification
provided hereunder with respect to acts or omissions occurring
prior to such amendment or repeal. Nothing contained herein shall
be construed to authorize the Corporation to indemnify any Director
or officer of the Corporation against any liability to the
Corporation or to any holders of securities of the Corporation to
which he is subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in
the conduct of his office. Any indemnification by the Corporation
shall be consistent with the requirements of law, including the
1940 Act.
C-4
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(i) To the fullest extent permitted by Maryland statutory and
decisional law and the 1940 Act, as amended or interpreted, no
Director or officer of the Corporation shall be personally liable
to the Corporation or its stockholders for money damages; provided,
however, that nothing herein shall be construed to protect any
Director or officer of the Corporation against any liability to
which such Director or officer would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. No
amendment, modification or repeal of this Article VIII shall
adversely affect any right or protection of a Director or officer
that exists at the time of such amendment, modification or repeal.
Under the terms of the Maryland Corporation Law and the
Registrant's Charter and By-Laws, incorporated by reference as
Exhibits (1) and 2 hereto, provides for the indemnification of
Registrant's directors and employees. Indemnification of
Registrant's principal underwriter, custodian, and transfer agent
is provided for, respectively, in the Registrant's:
1. Administration Agreement with Stephens Inc.;
2. Co-Administration Agreement with First Data Investor
Services Group, Inc. ("First Data");
3. Distribution Agreement with Stephens Inc.;
4. Custody Agreement with Bank of New York; and
5. Transfer Agency and Services Agreement with First
Data.
C-5
<PAGE>
Item 28. Business and Other Connections of Investment Adviser.
To the knowledge of the Registrant, none of the directors or
officers of NBAI, the adviser to the Registrant's portfolios or Gartmore
is or has been, at any time during the past two calendar years, engaged in
any other business, profession, vocation or employment of a substantial
nature, except that certain directors and officers also hold various
positions with, and engage in business for, the company that owns all the
outstanding stock (other than director's qualifying shares) of NBAI or
other subsidiaries of NationsBank Corporation.
(a) NBAI performs investment advisory services for the Registrant
and certain other customers. NBAI is a wholly owned subsidiary of
NationsBank, which in turn is a wholly owned banking subsidiary of
NationsBank Corporation. Information with respect to each director and
officer of the investment adviser is incorporated by reference to Form ADV
filed by NBAI with the Securities and Exchange Commission pursuant to the
Investment Advisers Act of 1940 (file no. 801-49874).
(b) Gartmore performs sub-investment advisory services for
Registrant and certain other customers. Information with respect to each
director and officer of the investment adviser is incorporated by
reference to Form ADV filed by Gartmore with the Securities and Exchange
Commission pursuant to the Investment Advisers Act of 1940 (file no.
801-88811).
No officer or director of Nations Fund Portfolios, Inc. is an
officer, employee, director, general partner or shareholder of Gartmore or
any affiliate thereof.
Item 29. Principal Underwriters.
(a) Stephens Inc., distributor for the Registrant, does not
presently act as investment adviser for any other registered investment
companies, but does act as principal underwriter for Nations Fund, Inc., Nations
Fund Trust, Nations Annuity Trust, Nations Institutional Reserves, Nations
LifeGoal Funds, Inc., Overland Express Funds, Inc., Stagecoach Inc., Stagecoach
Funds, Inc. and Stagecoach Trust and is the exclusive placement agent for Master
Investment Trust, Managed Series Investment Trust, Life & Annuity Trust and
Master Investment Portfolio, all of which are registered open-end management
investment companies, and has acted as principal underwriter for the Liberty
Term Trust, Inc., Nations Government Income Term Trust 2003, Inc., Nations
Government Income Term Trust 2004, Inc. and Managed Balanced Target Maturity
Fund, Inc., closed-end management investment companies.
(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV filed by Stephens
Inc., with the Securities and Exchange Commission pursuant to the Investment
Advisers Act of 1940 (file #501-15510).
(c) Not applicable.
Item 30. Location of Accounts and Records.
C-6
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(1) NBAI, One NationsBank Plaza, Charlotte, North Carolina 28255
(records relating to its function as investment adviser).
(2) Gartmore, Gartmore House, 16-18 Monument Street, London EC3R 8AJ,
England (records relating to its function as sub-investment advisor)
(3) Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201
(records relating to its functions as Distributor)
(4) Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201
(records relating to its functions as Administrator)
(5) First Data, Boston, Massachusetts 02109 (records relating to its
function as Co-Administrator and Transfer Agent and Registrar)
(6) NationsBank, 1401 Elm Street, Dallas, Texas 75202 (records relating
to its function as Sub-Transfer Agent)
(7) Bank of New York, Avenue des Arts, 35 1040 Brussels, Belgium
(records relating to its function as Custodian)
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) Registrant undertakes to hold a special meeting of its
shareholders for the purpose of voting on the question of
removal of a director or directors if requested in writing
by the holders of at least 10% of the Company's outstanding
voting securities, and to assist in communicating with other
shareholders as required by Section 16(c) of the Investment
Company Act of 1940.
(b) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's most
recent annual report to shareholders upon request and
without charge.
C-7
<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 5th day of November, 1998.
NATIONS FUND PORTFOLIOS, INC.
By: *
---------------------------------
A. Max Walker
President and Chairman
of the Board of Directors
By: /s/ Richard H, Blank
---------------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
SIGNATURES TITLE DATE
---------- ----- ----
* President and Chairman November 5, 1998
- ------------------------ of the Board of Directors
(A. Max Walker) (Principal Executive Officer)
* Treasurer November 5, 1998
- ------------------------ Vice President
(Richard H. Rose) (Principal Financial and
Accounting Officer)
* Director November 5, 1998
- ------------------------
(Edmund L. Benson, III)
* Director November 5, 1998
- ------------------------
(James Ermer)
* Director November 5, 1998
- ------------------------
(William H. Grigg)
* Director November 5, 1998
- ------------------------
(Thomas F. Keller)
- ------------------------ Director November 5, 1998
(Carl E. Mundy, Jr.)
* Director November 5, 1998
- ------------------------
(Charles B. Walker)
* Director November 5, 1998
- ------------------------
(Thomas S. Word)
/s/ Richard H. Blank
- ---------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
EX-99.B1(a) Articles of Incorporation
EX-99.B1(b) Articles Supplementary dated April 20, 1995
EX-99.B1(c) Articles Supplementary dated March 20, 1996
EX-99.B2 By-Laws
EX-99.B5(a) Investment Advisory Agreement with NationsBanc Advisors, Inc.
EX-99.B5(b) Sub-Advisory Agreement with Gartmore Global Partners
EX-99.B6(a) Form of Distribution Agreement with Stephens Inc.
EX-99.B6(b) Form of Sales Support Agreements
EX-99.B6(c) Forms of Shareholder Servicing Agreements
EX-99.B6(d) Shareholder Administration Agreement for Primary B Shares
EX-99.B9(a) Transfer Agency and Services Agreement
EX-99.B9(b) Administration Agreement with Stephens Inc.
EX-99.B9(c) Co-Administration Agreement with First Data Investor Services
Group, Inc.
EX-99.B9(d) Cross Indemnification Agreement
EX-99.B15(a) Form of Shareholder Servicing and Distribution Plan for Investor
A Shares
EX-99.B15(b) Form of Shareholder Servicing Plan for Investor C Shares
EX-99.B15(c) Form of Distribution Plan for Investor C Shares
EX-99.B15(d) Form of Shareholder Servicing Plan for Investor B Shares
EX-99.B15(e) Form of Distribution Plan for Investor B Shares
EX-99.B15(f) Shareholder Administration Plan for Primary B Shares
EXHIBIT 99.B1(a)
ARTICLES OF INCORPORATION
of
NATIONS FUND PORTFOLIOS, INC.
I.
INCORPORATOR
The undersigned, Kieran J. Fallon, whose mailing address is 2000
Pennsylvania Avenue, N.W., Washington, D.C., 20006, being at least 18 years of
age, does hereby form a corporation under and by virtue of the General Laws of
the State of Maryland.
II.
NAME
The name of the corporation (the "Corporation") is Nations Fund
Portfolios, Inc.
III.
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed and the
business or objects to be transacted, carried on and promoted by it are:
(a) To conduct and carry on the business of an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act").
(b) To hold, invest and reinvest its assets in securities and other
investments including holding part or all of its assets in cash, including
foreign currencies.
(c) To issue and sell shares of its capital stock in such accounts and
on such terms and conditions and for such purposes and for such amount or kind
of consideration (including, without limitation, securities) now or hereafter
permitted by law.
(d) To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the shareholders
of the Corporation) shares of its capital stock, in any manner and to the extent
now or hereafter permitted by law and by these Articles of Incorporation.
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(e) To do any and all such acts or things and to exercise any and all
such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of the purposes stated in this Article.
The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the terms of any other
clause of this or any other Article of these Articles of Incorporation, and
shall each be regarded as independent; and they are intended to be and shall be
construed as powers as well as purposes and objects of the Corporation and shall
be in addition to, and not in limitation of, the general powers of corporations
under the laws of the State of Maryland.
IV.
PRINCIPAL OFFICE AND PLACE OF BUSINESS
The present address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202.
V.
RESIDENT AGENT
The name and address of the Corporation's resident agent is The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.
Said resident agent is a Maryland corporation.
VI.
CAPITAL STOCK
(a) The total number of shares of capital stock which the Corporation
shall have the authority to issue is one hundred fifty billion (150,000,000,000)
shares of the par value of $.001 per share. There shall initially be three
series of shares, designated as the "Nations Global Income Series", consisting
of ten billion (10,000,000,000) shares of "Trust A" shares, ten billion
(10,000,000,000) shares of "Trust B" shares, ten billion (10,000,000,000) shares
of "Investor A" shares, ten billion (10,000,000,000) shares of "Investor C"
shares and ten billion (10,000,000,000) shares of "Investor N" shares; "Nations
Pacific Growth Series", consisting of ten billion (10,000,000,000) shares of
"Trust A" shares, ten billion (10,000,000,000) shares of "Trust B" shares, ten
billion (10,000,000,000) shares of "Investor A" shares, ten billion
(10,000,000,000) shares of "Investor C" shares and ten billion (10,000,000,000)
shares of "Investor N" shares; and "Nations Emerging Markets Series", consisting
of ten billion (10,000,000,000) shares of "Trust A" shares, ten billion
(10,000,000,000) shares of "Trust B" shares, ten billion (10,000,000,000) shares
of "Investor A" shares, ten billion (10,000,000,000) shares of "Investor C"
shares and ten billion (10,000,000,000) shares of "Investor N" shares (such
series and any further series of shares from time to time created by the Board
of Directors being referred to individually herein as a "series," and such
classes, and any further classes from time to time created by the Board of
Directors being referred to individually herein as a "class"). The Board of
Directors of the Corporation is hereby empowered to increase or decrease, from
time to time, the total number of shares of capital stock or the number of
shares of capital stock of any series or class that the Corporation shall have
authority to issue without any action by the shareholders.
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(b) Any fractional share shall carry proportionately all the rights of
a whole share, excepting any right to receive a certificate evidencing such
fractional share, but including the right to vote and the right to receive
dividends.
(c) All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of these Articles of Incorporation
and the By-Laws of the Corporation.
(d) As used in these Articles of Incorporation, a "series" of shares
represents interests in the same assets, liabilities, income, earnings and
profits of the Corporation; each "class" of shares of a series represents
interests in the same underlying assets, liabilities, income, earnings and
profits, but may differ from other classes of such series with respect to fees
and expenses or such other matters as shall be established by the Board of
Directors. The Board of Directors shall have authority to classify and
reclassify any authorized but unissued shares of capital stock from time to time
by setting or changing in any one or more respects the preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of the capital stock.
Subject to the provisions of Section (e) of this Article VI and applicable law,
the power of the Board of Directors to classify or reclassify any of the shares
of capital stock shall include, without limitation, authority to classify or
reclassify any such stock into one or more series of capital stock and to divide
and classify shares of any series into one or more classes of such series, by
determining, fixing or altering one or more of the following:
VI. The distinctive designation of such class or series and the number
of shares to constitute such class or series; provided that, unless
otherwise prohibited by the terms of such class or series, the number of
shares of any class or series may be decreased by the Board of Directors
in connection with any classification or reclassification of unissued
shares and the number of shares of such class or series may be increased
by the Board of Directors in connection with any such classification or
reclassification, and any shares of any class or series which have been
redeemed, purchased or otherwise acquired by the Corporation shall remain
part of the authorized capital stock and be subject to classification and
reclassification as provided herein;
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VII. Whether or not and, if so, the rates, amounts and times at which,
and the conditions under which, dividends shall be payable on shares of
such class or series;
VIII. Whether or not shares of such class or series shall have voting
rights in addition to any general voting rights provided by law and these
Articles of Incorporation of the Corporation and, if so, the terms of such
additional voting rights;
IX. The rights of the holders of shares of such class or series upon
the liquidation, dissolution or winding up of the affairs of, or upon a
distribution of the assets of, the Corporation.
(e) Shares of capital stock of the Corporation shall have the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption:
X. Assets Belonging to a Series. All consideration received by the
Corporation for the issue or sale of stock of any series of capital stock,
together with all assets in which such consideration is invested and
reinvested, income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to the series of
shares of capital stock with respect to which such assets, payments or
funds were received by the Corporation for all purposes, subject only to
the rights of creditors, and shall be so handled upon the books of account
of the Corporation. Such consideration, assets, income, earnings, profits
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form, are herein referred to as
"assets belonging to" such series. Any assets, income, earnings, profits,
and proceeds thereof, funds or payments which are not readily attributable
to any particular series shall be allocable among any one or more of the
series in such manner and on such basis as the Board of Directors, in its
sole discretion, shall deem fair and equitable.
XI. Liabilities Belonging to a Series. The assets belonging to any
series of capital stock shall be charged with the liabilities in respect
of such series and shall also be charged with such series' share of the
general liabilities of the Corporation determined as hereinafter provided.
The determination of the Board of Directors shall be conclusive as to the
amount of such liabilities, including the amount of accrued expenses and
reserves; as to any allocation of the same to a given series; and as to
whether the same are allocable to one or more series. The liabilities so
allocated to a series are herein referred to as "liabilities belonging to"
such series. Any liabilities which are not readily attributable to any
particular series shall be allocable among any one or more of the series
in such manner and on such basis as the Board of Directors, in its sole
discretion, shall deem fair and equitable.
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XII. Dividends and Distributions. Shares of each series of capital
stock shall be entitled to such dividends and distributions, in stock or
in cash or both, as may be declared from time to time by the Board of
Directors, acting in its sole discretion, with respect to such series,
provided, however, that dividends and distributions on shares of a series
of capital stock shall be paid only out of the lawfully available "assets
belonging to" such series as such phrase is defined in Section (e)(1) of
this Article VI.
XIII. Liquidating Dividends and Distributions. In the event of the
liquidation or dissolution of the Corporation, shareholders of each series
of capital stock shall be entitled to receive, as a series, out of the
assets of the Corporation available for distribution to shareholders, but
other than general assets not belonging to any particular series of
capital stock, the assets belonging to such series; and the assets so
distributable to the shareholders of any series of capital stock shall be
distributed among such shareholders in proportion to the number of shares
of such series held by them and recorded on the books of the Corporation.
In the event that there are any general assets not belonging to any
particular series of capital stock and available for distribution, such
distribution shall be made to the holders of stock of all series of
capital stock in proportion to the asset value of the respective series of
capital stock determined as hereinafter provided.
XIV. Voting. Each shareholder of each series of capital stock shall be
entitled to one vote for each share of capital stock, irrespective of the
class, then standing in his name on the books of the Corporation, and on
any matter submitted to a vote of shareholders, all shares of capital
stock then issued and outstanding and entitled to vote shall be voted in
the aggregate and not by series except that: (i) when expressly required
by law, shares of capital stock shall be voted by individual class or
series and (ii) only shares of capital stock of the respective series or
class or classes affected by a matter shall be entitled to vote on such
matter. At all meetings of the shareholders, the holders of one-third of
the shares of capital stock of the Corporation entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for the
transaction of any business, except as otherwise provided by statute or by
these Articles of Incorporation. In the absence of a quorum no business
may be transacted, except that the holders of a majority of the shares of
capital stock present in person or by proxy and entitled to vote may
adjourn the meeting from time to time, without notice other than
announcement at the meeting except as otherwise required by these Articles
of Incorporation or the By-Laws, until the holders of the requisite amount
of shares of capital stock shall be present. At any such adjourned meeting
at which a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called. The
absence from any meeting, in person or by proxy, of holders of the number
of shares of capital stock of the Corporation in excess of the quorum
which may be required by the laws of the State of Maryland, the 1940 Act,
or other applicable statute, these Articles of Incorporation or the
By-Laws, for action upon any given matter shall not prevent action at such
meeting upon any other matter or matters which may properly come before
the meeting, if there shall be present at the meeting, in person or by
proxy, holders of the number of shares of capital stock of the Corporation
required for action in respect of such other matter or matters.
5
<PAGE>
XV. Redemption. To the extent the Corporation has funds or other
property legally available therefor, each holder of shares of capital
stock of the Corporation shall be entitled to require the Corporation to
redeem all or any part of the shares standing in the name of such holder
on the books of the Corporation, at the redemption price of such shares as
in effect from time to time as may be determined by the Board of Directors
of the Corporation in accordance with the provisions hereof, subject to
the right of the Board of Directors of the Corporation to suspend the
right of redemption of shares of capital stock of the Corporation or
postpone the date of payment of such redemption price in accordance with
provisions of applicable law. Without limiting the generality of the
foregoing, the Corporation shall, to the extent permitted by applicable
law, have the right at any time to redeem the shares owned by any holder
of capital stock of the Corporation if the value of such shares in the
account of such holder is less than the minimum initial investment amount
applicable to that account as set forth in the Corporation's current
registration statement under the 1940 Act, and subject to such further
terms and conditions as the Board of Directors of the Corporation may from
time to time adopt. The redemption price of shares of capital stock of the
Corporation shall, except as otherwise provided in this Section (e)(6), be
the net asset value thereof as determined by, or pursuant to methods
approved by, the Board of Directors of the Corporation from time to time
in accordance with the provisions of applicable law, less such redemption
fee or other charge, if any, as may be specified in the Corporation's
current registration statement under the 1940 Act for that class or
series. Payment of the redemption price shall be made in cash by the
Corporation at such time and in such manner as may be determined from time
to time by the Board of Directors of the Corporation unless, in the
opinion of the Board of Directors, which shall be conclusive, conditions
exist which make payment wholly in cash unwise or undesirable; in such
event the Corporation may make payment wholly or partly by securities or
other property included in the assets belonging or allocable to the series
of the shares redemption of which is being sought, the value of which
shall be determined as provided herein.
XVI. Conversion. Shares of a series or class of capital stock of the
Corporation shall be convertible into shares of another series or class of
capital stock of the Corporation upon such terms and at such time as may
be determined from time to time by the Board of Directors of the
Corporation and described in the Corporation's then current registration
statement under the 1940 Act for that series or class.
VII.
DIRECTORS
The number of Directors of the Corporation shall initially be seven
(7), which number may, from time to time be, increased or decreased pursuant to
the By-Laws of the Corporation, but shall never be less than the minimum number
permitted by the General Laws of the State of Maryland as now or hereafter in
force. The names of the Directors who will serve until the first shareholders
meeting or until their successors are elected and qualified are as follows:
A. Max Walker
Edmund L. Benson, III
James Ermer
William H. Grigg
Dr. Thomas F. Keller
Charles B. Walker
Thomas S. Word, Jr.
6
<PAGE>
VIII.
PROVISIONS FOR DEFINING, LIMITING AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND OF THE
DIRECTORS AND SHAREHOLDERS
The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
Directors and shareholders:
(a) No holder of any stock or any other securities of the Corporation,
whether now or hereafter authorized, shall have any preemptive right to
subscribe for or purchase any stock or any other securities of the Corporation
other than such, if any, as the Board of Directors, in its sole discretion, may
determine and at such price or prices and upon such other terms as the Board of
Directors, in its sole discretion, may fix; and any stock or other securities
which the Board of Directors may determine to offer for subscription may, as the
Board of Directors in its sole discretion shall determine, be offered to the
holders of any class, series or type of stock or other securities at the time
outstanding to the exclusion of the holders of any or all other classes, series
or types of stock or other securities at the time outstanding.
(b) The Board of Directors of the Corporation shall have power from
time to time and in its sole discretion to determine, in accordance with sound
accounting practice, what constitutes annual or other net income, profits,
earnings, surplus or net assets; to fix and vary from time to time the amount to
be reserved as working capital, or determine that retained earnings or surplus
shall remain in the hands of the Corporation; to set apart out of any funds of
the Corporation such reserve or reserves in such amount or amounts and for such
proper purpose or purposes as it shall determine and to abolish any such reserve
or any part thereof; to distribute and pay distributions or dividends in stock,
cash or other securities or property, out of surplus or any other funds or
amounts legally available therefor, at such times and to the shareholders of
record on such dates as it may from to time determine; and to determine whether
and to what extent and at what times and places and under what conditions and
regulations the books, accounts and documents of the Corporation, or any of
them, shall be open to the inspection of shareholders, except as otherwise
provided by statute or by the By-Laws, and, except as so provided, no
shareholder shall have any right to inspect any book, account or document of the
Corporation unless authorized so to do by resolution of the Board of Directors.
(c) The Board of Directors of the Corporation may establish in its
absolute discretion the basis or method for determining the value of the assets
belonging to any series, and the net asset value of each share of capital stock
of each series and class for purposes of sales, redemptions, repurchases of
shares or otherwise.
7
<PAGE>
(d) Any Director or officer, individually, or any firm of which any
Director or officer may be a member, or any corporation, trust or association of
which any Director or officer may be an officer or Director or in which any
Director or officer may be directly or indirectly interested as the holder of
any amount of its capital stock or otherwise, may be a party to, or may be
financially or otherwise interested in, any contract or transaction of the
Corporation; and any such Director or officer of the Corporation may be counted
in determining the existence of a quorum at the meeting of the Board of
Directors of the Corporation or a committee thereof which shall authorize any
such contract or transaction, and may vote thereat to authorize any such
contract or transaction, and such transaction or contract shall not as a result
be void or voidable provided either
(i) the fact of the common directorship or interest is disclosed or
known to: (a) the Board of Directors or the committee and the Board or
committee authorizes, approves, or ratifies the contract or transaction by
the affirmative vote of a majority of disinterested Directors, even if the
disinterested Directors constitute less than a quorum; or (b) the
shareholders entitled to vote, and the contract or transaction is
authorized, approved, or ratified by a majority of the votes cast by the
shareholders entitled to vote other than the votes of shares owned of
record or beneficially by the interested Director or corporation, firm, or
other entity; or
(ii) the contract or transaction is fair and reasonable to the
Corporation.
In furtherance and not in limitation of the foregoing, the Board of
Directors of the Corporation is expressly authorized to contract for management
services of any nature, with respect to the conduct of the business of the
Corporation with any entity, person or company, incorporated or unincorporated,
on such terms as the Board of Directors may deem desirable. Any such contract
may provide for the rendition of management services of any nature with respect
to the conduct of the business of the Corporation, and for the management or
direction of the business and activities of the Corporation to such extent as
the Board of Directors may determine, whether or not the contract involves
delegation of functions usually or customarily performed by the Board of
Directors or officers of the Corporation or of a corporation organized under the
laws of Maryland. The Board of Directors is further expressly authorized to
contract with any person or company on such terms as the Board of Directors may
deem desirable for the distribution of shares of the Corporation and to contract
for other services, including, without limitation, services as custodian of the
Corporation's assets and as transfer agent for the Corporation's shares, with
any entity(ies), person(s) or company(ies), incorporated or unincorporated, on
such terms as the Directors may deem desirable. Any entity, person or company
which enters into one or more of such contracts may also perform similar or
identical services for other investment companies and other persons and entities
without restriction by reason of the relationship with the Corporation unless
the contract expressly provides otherwise.
(e) Any contract, transaction, or act of the Corporation or of the
Board of Directors which shall be ratified by a majority of a quorum of the
shareholders having voting powers at any annual meeting, or at any special
meeting called for such purpose, shall so far as permitted by law be as valid
and as binding as though ratified by every shareholder of the Corporation.
8
<PAGE>
(f) Unless the By-Laws otherwise provide, any officer or employee of
the Corporation (other than a Director) may be removed at any time with or
without cause by the Board of Directors or by any committee or superior officer
upon whom such power of removal may be conferred by the By-Laws or by authority
of the Board of Directors.
(g) Notwithstanding any provision of law requiring the authorization of
any action by a greater proportion than a majority of the total number of shares
of any series or class, or of all classes or series of capital stock, or by the
total number of such shares, such action shall be valid and effective if
authorized by the affirmative vote of the holders of a majority of the total
number of shares outstanding and entitled to vote thereon.
(h) The Corporation shall indemnify (1) its Directors and officers,
whether serving the Corporation or at its request any other entity, to the full
extent required or permitted by the General Laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law, and (2) its other employees and agents to
such extent as shall be authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such By-Laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of these
Articles of Incorporation of the Corporation shall limit or eliminate the right
to indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal. Nothing contained herein shall be
construed to authorize the Corporation to indemnify any Director or officer of
the Corporation against any liability to the Corporation or to any holders of
securities of the Corporation to which he is subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. Any indemnification by the Corporation
shall be consistent with the requirements of law, including the 1940 Act.
(i) To the fullest extent permitted by Maryland statutory and
decisional law and the 1940 Act, as amended or interpreted, no Director or
officer of the Corporation shall be personally liable to the Corporation or its
stockholders for money damages; provided, however, that nothing herein shall be
construed to protect any Director or officer of the Corporation against any
liability to which such Director or officer would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office. No amendment, modification or
repeal of this Article VIII shall adversely affect any right or protection of a
Director or officer that exists at the time of such amendment, modification or
repeal.
(j) In addition to the powers and authority hereinbefore, hereinafter
or by statute expressly conferred upon them, the Board of Directors may exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the express provisions of the laws of
Maryland, of these Articles of Incorporation and of the By-Laws of the
Corporation.
9
<PAGE>
(k) The Corporation reserves the right from time to time to make any
amendments of its Articles of Incorporation which may now or hereafter be
authorized by law, including any amendments changing the terms or contract
rights, as expressly set forth in its Articles of Incorporation, of any of its
outstanding stock by classification, reclassification or otherwise but no such
amendment which changes such terms or contract rights of any of its outstanding
stock shall be valid unless such amendment shall have been authorized by not
less than a
10
<PAGE>
majority of the aggregate number of the votes entitled to be cast thereon, by a
vote at a meeting or in writing with or without a meeting.
(l) The Corporation shall not be required to hold an annual meeting of
shareholders in any year in which the laws of Maryland do not require that such
a meeting be held.
The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of these Articles of Incorporation of the Corporation, or
construed as or deemed by inference or otherwise in any manner to exclude or
limit any powers conferred upon the Board of Directors under the General Laws of
the State of Maryland now or hereafter in force.
IX.
DURATION OF THE CORPORATION
The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation
acknowledging the same to be my act, on January 20, 1995.
/s/ Kieran J. Fallon
---------------------------
Kieran J. Fallon
11
EX-99.B1(b)
NATIONS FUND PORTFOLIOS, INC.
ARTICLES SUPPLEMENTARY
CHANGING THE NAME OF SERIES OF STOCK OF THE COMPANY
Nations Fund Portfolios, Inc., a Maryland corporation having its
principal office in Maryland at c/o The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202 (hereinafter called the "Company"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to authority vested in the Company by Article VI of
the Articles of Incorporation of the Company, the Company has changed the name
of the "Nations Global Income Series" to "Nations Global Government Income
Series." The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of shares of such series have not been changed.
SECOND: The Company is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended.
THIRD: The Board of Directors of the Company has duly authorized the
filing of these Articles Supplementary.
IN WITNESS WHEREOF, NATIONS FUND PORTFOLIOS, INC. has caused these
Articles Supplementary to be executed by its president and to be attested by its
Secretary on this 20th day of April, 1995. The President of the Company who
signed these Articles Supplementary acknowledges them to be the act of the
Company, and states under the penalties of perjury that to the best of his
knowledge, information and belief, the matter and facts relating to approval
hereof are true in all material respects.
NATIONS FUND PORTFOLIOS, INC.
By: /s/ A. Max Walker
-------------------------------
A. Max Walker
President and Chairman of the Board
ATTEST:
/s/ Richard H. Blank, Jr.
- -------------------------
Richard H. Blank, Jr.
Secretary
EX.99.B1(c)
NATIONS FUND PORTFOLIOS, INC.
ARTICLES SUPPLEMENTARY
CHANGING THE NAMES OF CLASSES OF STOCK OF THE COMPANY
Nations Fund Portfolios, Inc., a Maryland corporation having its
principal office in Maryland at c/o The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202 (hereinafter called the "Company"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Board of Directors, pursuant to resolution duly adopted by a
majority of the Company's Board of Directors at a special meeting of the
Company's Board of Directors on February 28, 1996, and pursuant to Section 2-605
of the Corporations and Associations Article of the Annotated Code of Maryland,
hereby renames the following sixty billion (60,000,000,000) shares of the
Company's one hundred fifty billion (150,000,000,000) shares of authorized
common stock, all of which have a par value of one tenth of one cent ($.001) per
share, having an aggregate par value of one hundred fifty million dollars
($150,000,000.00):
(a) the name of the ten billion (10,000,000,000) shares classified as
Trust A Shares of Nations Global Government Income Series is changed
to Primary A Shares of Nations Global Government Income Series;
(b) the name of the ten billion (10,000,000,000) shares classified as
Trust B Shares of Nations Global Government Income Series is changed
to Primary B Shares of Nations Global Government Income Series;
(c) the name of the ten billion (10,000,000,000) shares classified as
Trust A Shares of Nations Pacific Growth Series is changed to Primary
A Shares of Nations Pacific Growth Series;
(d) the name of the ten billion (10,000,000,000) shares classified as
Trust B Shares of Nations Pacific Growth Series is changed to Primary
B Shares of Nations Pacific Growth Series;
(e) the name of the ten billion (10,000,000,000) shares classified as
Trust A Shares of Nations Emerging Markets Series is changed to
Primary A Shares of Nations Emerging Markets Series; and
(f) the name of the ten billion (10,000,000,000) shares classified as
Trust B Shares of Nations Emerging Markets Series is changed to
Primary B Shares of Nations Emerging Markets Series.
<PAGE>
The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of such classes of shares have not been changed.
SECOND: Immediately before the renaming of the sixty billion
(60,000,000,000) shares as set forth in Article FIRST hereto, the Company's one
hundred fifty billion (150,000,000,000) shares of authorized common stock were
classified as follows:
Ten billion (10,000,000,000) shares were classified as Investor A
Shares of Nations Global Government Income Series; ten billion (10,000,000,000)
shares were classified as Investor C Shares of Nations Global Government Income
Series; ten billion (10,000,000,000) shares were classified as Investor N Shares
of Nations Global Government Income Series; ten billion (10,000,000,000) shares
were classified as Trust A Shares of Nations Global Government Income Series;
ten billion (10,000,000,000) shares were classified as Trust B Shares of Nations
Global Government Income Series; ten billion (10,000,000,000) shares were
classified as Investor A Shares of Nations Pacific Growth Series; ten billion
(10,000,000,000) shares were classified as Investor C Shares of Nations Pacific
Growth Series; ten billion (10,000,000,000) shares were classified as Investor N
Shares of Nations Pacific Growth Series; ten billion (10,000,000,000) shares
were classified as Trust A Shares of Nations Pacific Growth Series; ten billion
(10,000,000,000) shares were classified as Trust B Shares of Nations Pacific
Growth Series; ten billion (10,000,000,000) shares were classified as Investor A
Shares of Nations Emerging Markets Series; ten billion (10,000,000,000) shares
were classified as Investor C Shares of Nations Emerging Markets Series; ten
billion (10,000,000,000) shares were classified as Investor N Shares of Nations
Emerging Markets Series; ten billion (10,000,000,000) shares were classified as
Trust A Shares of Nations Emerging Markets Series; ten billion (10,000,000,000)
shares were classified as Trust B Shares of Nations Emerging Markets Series.
THIRD: Following the renaming of the sixty billion (60,000,000,000)
shares as set forth in Article FIRST, the Company's one hundred fifty billion
(150,000,000,000) shares of authorized common stock, all of which have a par
value of one tenth of one cent ($.001) per share, having an aggregate par value
of one hundred fifty million ($150,000,000.00), are classified as follows:
(a) ten billion (10,000,000,000) shares are classified as
Investor A Shares of Nations Global Government Income Series;
(b) ten billion (10,000,000,000) shares are classified as Investor
C Shares of Nations Global Government Income Series;
(c) ten billion (10,000,000,000) shares are classified as Investor
N Shares of Nations Global Government Income Series;
(d) ten billion (10,000,000,000) shares are classified as Primary
A Shares of Nations Global Government Income Series;
2
<PAGE>
(e) ten billion (10,000,000,000) shares are classified as Primary
B Shares of Nations Global Government Income Series;
(f) ten billion (10,000,000,000) shares are classified as
Investor A Shares of Nations Pacific Growth Series;
(g) ten billion (10,000,000,000) shares are classified as Investor
C Shares of Nations Pacific Growth Series;
(h) ten billion (10,000,000,000) shares are classified as Investor
N Shares of Nations Pacific Growth Series;
(i) ten billion (10,000,000,000) shares are classified as Primary
A Shares of Nations Pacific Growth Series;
(j) ten billion (10,000,000,000) shares are classified as Primary
B Shares of Nations Pacific Growth Series;
(k) ten billion (10,000,000,000) shares are classified as
Investor A Shares of Nations Emerging Markets Series;
(l) ten billion (10,000,000,000) shares are classified as Investor
C Shares of Nations Emerging Markets Series;
(m) ten billion (10,000,000,000) shares are classified as Investor
N Shares of Nations Emerging Markets Series;
(n) ten billion (10,000,000,000) shares are classified as Primary
A Shares of Nations Emerging Markets Series; and
(o) ten billion (10,000,000,000) shares are classified as Primary
B Shares of Nations Emerging Markets Series.
The summary and restatement of the total outstanding shares of the
Company's common stock in this Article THIRD has not otherwise changed the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemptions of such classes of shares.
FOURTH: The Company is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended.
FIFTH: The Board of Directors of the Company has renamed the
authorized and existing shares as set forth in Article FIRST hereto pursuant to
resolution duly adopted.
3
<PAGE>
SIXTH: The Board of Directors has duly authorized the filing of these
Articles Supplementary.
IN WITNESS WHEREOF, NATIONS FUND PORTFOLIOS, INC. has caused these
Articles Supplementary to be executed by its President and its corporate seal to
be affixed and attested by its Secretary on this 20th day of March, 1996. The
President of the Company who signed these Articles Supplementary acknowledges
them to be the act of the Company, and states under the penalties of perjury
that to the best of his knowledge, information and belief, the matters and facts
relating to approval hereof are true in all material respects.
NATIONS FUND PORTFOLIOS, INC.
By: /s/ A. Max Walker
-----------------------------------
A. Max Walker
President and Chairman of the Board
ATTEST:
/s/ Richard H. Blank, Jr.
- ------------------------------
Richard H. Blank, Jr.
Secretary
4
EX.99.B2
BY-LAWS
OF
NATIONS FUND PORTFOLIOS, INC.
(THE "CORPORATION")
ARTICLE I
SHAREHOLDERS
Section 1.1 Annual Meetings. The Corporation is not required to hold an
annual meeting of shareholders in any year in which the election of directors is
not required to be acted upon by shareholders under the Investment Company Act
of 1940, as amended (the "1940 Act"). If such action is required to be acted
upon under the 1940 Act, then such meeting (or the first such meeting in any
year) shall be designated as the annual meeting of shareholders for that year.
Except as the Articles of Incorporation or statute provides otherwise, any
business may be considered at an annual meeting without the purpose of the
meeting having been specified in the notice. Failure to hold an annual meeting
does not invalidate the Corporation's existence or affect any otherwise valid
corporate acts.
Section 1.2 Special Meetings. At any time in the interval between annual
meetings, special meetings of the shareholders may be called by the Chairman of
the Board, if any, the President in the absence of the Chairman, the Chief
Operating Officer in the absence of the Chairman and the President, or by a
majority of the Board or by shareholders entitled to cast 10% in number of votes
by vote at a meeting or in writing with or without a meeting.
Section 1.3 Place of Meetings. Meetings of the shareholders for the
election of Directors shall be held at such place either within or without the
State of Maryland or elsewhere in the United States as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Meetings of shareholders for any other purpose may be held at such time and
place, within the State of Maryland or elsewhere in the United States, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 1.4 Notice of Meetings. Not less than ten days nor more than
ninety days before the date of every shareholders' meeting, the Secretary shall
give to each shareholder entitled to vote at such meeting, written or printed
notice stating the time and place of the meeting and, if the meeting is a
special meeting or notice of the purpose is required by statute, the purpose or
purposes for which the meeting is called, either by mail or by presenting it to
the shareholder personally or by leaving it at the shareholder's residence or
usual place of business. If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the records of the Corporation, with postage thereon prepaid.
Notwithstanding the foregoing provision, a waiver of notice in writing, signed
by the person or persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or actual attendance
at the meeting in person or by proxy, shall be deemed equivalent to the giving
of such notice to such persons. Any meeting of shareholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
no notice need be given of any such adjourned meeting other than by announcement
at the meeting.
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<PAGE>
Section 1.5 Quorum. At any meeting of shareholders the presence in person
or by proxy of shareholders entitled to cast one-third of the votes thereat
shall constitute a quorum; but this Section shall not affect any requirement
under statute or under the Articles for the vote necessary for the adoption of
any measure. In the absence of a quorum the shareholders present in person or by
proxy, by majority vote and without notice, may adjourn the meeting from time to
time until a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 1.6 Votes Required. A majority of the votes cast at a meeting of
shareholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may properly come before the
meeting, unless more than a majority of votes cast is required by statute or by
the Articles and except that a plurality of all the votes cast at a meeting at
which a quorum is present is sufficient to elect a Director. Each outstanding
share of stock shall be entitled to one vote on each matter submitted to a vote
at a meeting of shareholders and fractional shares shall be entitled to
corresponding fractions of one vote on such matters.
Section 1.7 Proxies. A shareholder may vote the shares owned of record by
him either in person or by proxy executed in writing by the shareholder or by
the shareholder's duly authorized attorney-in-fact. No proxy shall be valid
after eleven months from its date, unless otherwise provided in the proxy. Every
proxy shall be in writing, subscribed by the shareholder or the shareholder's
duly authorized attorney, and dated, but need not be sealed, witnessed or
acknowledged.
Section 1.8 List of Shareholders. At each meeting of shareholders, a full,
true and complete list in alphabetical order of all shareholders entitled to
vote at such meeting, certifying the number and class or series of shares held
by each, shall be made available by the Secretary.
Section 1.9 Voting. In all elections for Directors every shareholder shall
have the right to vote, in person or by proxy, the shares owned of record by the
shareholder, for as many persons as there are Directors to be elected and for
whose election the shareholder has a right to vote. At all meetings of
shareholders, unless the voting is conducted by inspectors, the proxies and
ballots shall be received, and all questions regarding the qualification of
voters and the validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting. If demanded by shareholders,
present in person or by proxy, entitled to cast 10% in number of votes, or if
ordered by the chairman, the vote upon any election or question shall be taken
by ballot. Upon like demand or order, the voting shall be conducted by two
inspectors in which event the proxies and ballots shall be received, and all
questions regarding the qualification of voters and the validity of proxies and
the acceptance or rejection of votes shall be decided, by such inspectors.
Unless so demanded or ordered, no vote need be by ballot, and voting need not be
conducted by inspectors. Inspectors may be elected by the shareholders at their
annual meeting, to serve until the close of the next annual meeting and their
election may be held at the same time as the election of Directors. In case of a
failure to elect inspectors, or in case an inspector shall fail to attend, or
refuse or be unable to serve, the shareholders at any meeting may choose an
inspector or inspectors to act at such meeting, and in default of such election
the chairman of the meeting may appoint an inspector or inspectors.
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Section 1.10 Action by Shareholders Other than at a Meeting. Any action
required or permitted to be taken at any meeting of shareholders may be taken
without a meeting, if a consent in writing, setting forth such action, is signed
by all the shareholders entitled to vote on the subject matter thereof and any
other shareholders entitled to notice of a meeting of shareholders (but not to
vote thereat) have waived in writing any rights which they may have to dissent
from such action, and such consent and waiver are filed with the records of the
Corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Powers. The Board may exercise all the powers of the
Corporation, except such as are by statute or the charter or these By-Laws
conferred upon or reserved to the shareholders. The Board shall keep full and
fair accounts of its transactions.
Section 2.2 Number of Directors. The number of Directors shall be such
number as shall be fixed from time to time by vote of a majority of the
Directors; provided, however, that the number of Directors shall in no event
exceed fifteen nor be reduced to fewer than two. The tenure of office of a
Director shall not be affected by any decrease in the number of Directors made
by the Board.
Section 2.3 Election of Directors. Until the first annual meeting of
shareholders and until successors or additional Directors are duly elected and
qualify, the Board shall consist of the persons named as such in the charter. At
the first annual meeting of shareholders and at each annual meeting thereafter,
the shareholders shall elect Directors to hold office until the next succeeding
annual meeting and until their successors are elected and qualify. At any
meeting of shareholders, duly called and at which a quorum is present, the
shareholders may, by the affirmative vote of the holders of a majority of the
votes entitled to be case thereon, remove any Director or Directors from office
and may elect a successor or successors to fill any resulting vacancies for the
unexpired terms of removed Directors.
Section 2.4 Regular Meetings. After each meeting of shareholders at which
a Board of Directors shall have been elected, the Board so elected shall meet
for the purpose of organization and the transaction of other business. No notice
of such first meeting shall be necessary if held immediately after the
adjournment, and at the site, of such meeting of shareholders. Other regular
meetings of the Board shall be held without notice on such dates and at such
places within or without the State of Maryland as may be designated from time to
time by the Board.
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Section 2.5 Special Meetings. Special meetings of the Board may be called
at any time by the Chairman of the Board, the President, the Chief Operating
Officer, or the Secretary of the Corporation, or by a majority of the Board by
vote at a meeting, or in writing with or without a meeting. Such special
meetings shall be held at such place or places within or without the State of
Maryland as may be designated from time to time by the Board. In the absence of
such designation such meetings shall be held at such places as may be designated
in the Notice of Meeting.
Section 2.6 Notice of Meetings. Except as provided in Section 2.4, notice
of the place, day, and hour of all meetings shall be given to each Director two
days (or more) before the meeting, by delivering the same personally, or by
sending the same by telegraph, or by leaving the same at the Director's
residence or usual place of business, or, in the alternative, by mailing such
notice three days (or more) before the meeting, postage prepaid, and addressed
to the Director at the Director's last known business or residence post office
address, according to the records of the Corporation. Unless required by these
By-Laws or by resolution of the Board, no notice of any meeting of the Board
need state the business to be transacted thereat. No notice of any meeting of
the Board need be given to any Director who attends or, to any Director who in
writing executed and filed with the records of the meeting either before or
after the holding thereof, waives such notice. Any meeting of the Board, regular
or special, may adjourn from time to time to reconvene at the same or some other
place, and no notice need be given of any such adjourned meeting other than by
announcement at the adjourned meeting.
Section 2.7 Quorum. At all meetings of the Board, one-third of the
Directors (but in no event fewer than two Directors) shall constitute a quorum
for the transaction of business. Except in cases in which it is by statute, by
the charter or by these By-Laws otherwise provided, the vote of a majority of
such quorum at a duly constituted meeting shall be sufficient to elect and pass
any measure. In the absence of a quorum, the Directors present by majority vote
and without notice other than by announcement at the meeting may adjourn the
meeting from time to time until a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally noticed.
Section 2.8 Vacancies. Any vacancy occurring in the Board of Directors for
any cause other than by reason of an increase in the number of Directors may be
filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum. Any vacancy occurring by reason of
an increase in the number of Directors may be filled by action of a majority of
the entire Board of Directors; provided, in either case, that immediately after
filling such vacancy at least two-thirds of the Directors then holding office
shall have been elected to such office by the shareholders at an annual or
special meeting thereof. If at any time after the first annual meeting of
shareholders of the Corporation a majority of the Directors in office shall
consist of Directors elected by the Board of Directors, a meeting of the
shareholders shall be called forthwith for the purpose of electing the entire
Board of Directors, and the terms of office of the Directors then in office
shall terminate upon the election and qualification of such Board of Directors.
A Director elected by the Board of Directors or the shareholders to fill a
vacancy shall be elected to hold office until the next annual meeting of
shareholders and until his successor is elected and qualifies.
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Section 2.9 Compensation and Expenses. Directors may, pursuant to
resolution of the Board, be paid fees for their services, which fees may
include, but are not limited to, an annual fee or retainer and/or a fixed fee
for attendance at meetings. In addition, Directors may be reimbursed for
expenses incurred in connection with their attendance at meetings or otherwise
in performing their duties as Directors. Members of committees may be allowed
like compensation and reimbursement. Nothing herein contained shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 2.10 Action by Directors Other than at a Meeting. Any action
required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting, if a written consent to such
action is signed by all members of the Board or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
Section 2.11 Audit Committee. The Board of Directors may by the
affirmative vote of a majority of the entire Board appoint from its members an
Audit Committee composed of two or more Directors who are not "interested
persons" (as defined in the 1940 Act) of the Corporation, as the Board may from
time to time determine. The Audit Committee shall (a) recommend independent
public accountants for selection by the Board, (b) review the scope of audit,
accounting and financial internal controls and the quality and adequacy of the
Corporation's accounting staff with the independent public accountants and such
other persons as may be deemed appropriate, (c) review with the accounting staff
and the independent public accountants the compliance of transactions of the
Corporation with any manager or investment adviser of the affairs of the
Corporation and with any affiliate of such firm or manager or investment adviser
with the financial terms of applicable agreements, (d) review reports of the
independent public accountants and comment to the Board when warranted, (e)
report to the Board at least once each year and at such other times as the
committee deems desirable, and (f) be directly available to the independent
public accountants and responsible officers of the Corporation for consultation
on audit, accounting and related financial matters.
Section 2.12 Nominating Committee of Directors. The Board of Directors may
by the affirmative vote of a majority of the entire Board appoint from its
members a Director Nominating Committee composed of two or more Directors. The
Director Nominating Committee shall recommend to the Board a slate of persons to
be nominated for election as Directors by the stockholders at each annual
meeting of stockholders and a person to be elected to fill any vacancy occurring
for any reason in the Board. Notwithstanding anything in this Section 2.12 to
the contrary, so long as the Corporation has in effect one or more plans
pursuant to Rule 12b-1 under the 1940 Act, the selection and nomination of those
Directors who are not "interested persons" (as defined in the 1940 Act) shall be
committed to the discretion of such disinterested Directors.
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Section 2.13 Other Committees. The Board of Directors may appoint from
among its members other committees composed of two or more of its Directors
which shall have such powers as may be delegated or authorized by the resolution
appointing them.
Section 2.14 Holding of Meetings by Conference Telephone Call. At any
regular or special meeting of the Board or any committee thereof, members
thereof may participate in such meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, unless the 1940 Act
specifically requires the Directors to act "in person," in which case such term
shall be construed consistent with Securities and Exchange Commission or staff
releases or interpretations.
Section 2.15 Qualification of Directors. No person shall be qualified to
stand for election or appointment as a Director if such person has already
reached the age of 70. Each Director shall retire from service on the Board of
Directors no later than the end of the calendar year in which such Director
reaches age 70, provided that any Director who is a Director as of February 1,
1995 and who had reached the age of 70 prior to such date may continue to serve
as a Director of the Company until the end of the calendar year in which such
Director reaches age 75 and may continue to serve for successive annual periods
thereafter upon the vote of a majority of the other Directors.
ARTICLE III
OFFICERS
Section 3.1 Executive Officers. The Board of Directors may choose a
Chairman of the Board and a Vice Chairman of the Board from among the Directors,
and shall choose a President, a Secretary and a Treasurer who need not be
Directors. The Board of Directors may choose a Chief Operating Officer, an
Executive Vice President, one or more Senior Vice Presidents, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers or assistant officers, none of whom need be a Director.
Any two or more of the above-mentioned offices, except those of President and a
Secretary, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument be required by law, by the charter, by the By-Laws or by resolution
of the Board of Directors to be executed by any two or more officers. Each such
officer shall hold office until his successor shall have been duly chosen and
qualified, or until he shall have resigned or shall have been removed. Any
vacancy in any of the above offices may be filled for the unexpired portion of
the term of the Board of Directors at any regular or special meeting.
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Section 3.2 Chairman and Vice Chairman of the Board. The Chairman of the
Board, if one be elected, shall preside at all meetings of the Board of
Directors and of the shareholders at which he is present. He shall have and may
exercise such powers as are, from time to time, assigned to him by the Board of
Directors. The Vice Chairman of the Board, if one be elected, shall, when
present and in the absence of the Chairman of the Board, preside at all meetings
of the shareholders and Directors, and he shall perform such other duties as may
from time to time be assigned to him by the Board of Directors or as may be
required by law.
Section 3.3 President. In the absence of the Chairman or Vice Chairman of
the Board, the President shall preside at all meetings of the shareholders and
of the Board at which the President is present; shall be the chief executive
officer; and in general, shall perform all duties incident to the office of a
president of a Maryland corporation, and such other duties, as from time to
time, may be assigned to him by the Board.
Section 3.4 Vice Presidents. The Vice President or Vice Presidents,
including any Executive or Senior Vice President(s), at the request of the
President or in the President's absence or during the President's inability or
refusal to act, shall perform the duties and exercise the functions of the
President, and when so acting shall have the powers of the President. If there
be more than one Vice President, the Board may determine which one or more of
the Vice Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board, the President may
make such determination. The Vice President or Vice Presidents shall have such
other powers and perform such other duties as may be assigned by the Board, the
Chairman of the Board, or the President.
Section 3.5 Chief Operating Officer. The Chief Operating Officer shall
have the authority and duties that generally pertain to such office, including,
but not limited to, those delegated by the Chairman or the President.
Section 3.6 Secretary and Assistant Secretaries. The Secretary shall keep
the minutes of the meetings of the shareholders, of the Board and of any
committees, in books provided for the purpose; shall see that all notices are
duly given in accordance with the provisions of these By-Laws or as required by
law; be custodian of the records of the Corporation; see that the corporate seal
is affixed to all documents the execution of which, on behalf of the
Corporation, under its seal, is duly authorized, and when so affixed may attest
the same; and in general perform all duties incident to the office of a
secretary of a Maryland corporation, and such other duties as, from time to
time, may be assigned to him by the Board, the Chairman of the Board, or the
President.
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board, the President or the Chairman
of the Board, shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board may from time to time prescribe.
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Section 3.7 Treasurer and Assistant Treasurers. The Treasurer shall have
charge of and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to be deposited in
the name of the Corporation, all moneys or other valuable effects in such banks,
trust companies or other depositories as shall, from time to time, be selected
by the Board in accordance with Section 5.4 of these By-Laws; render to the
Chief Operating Officer, President, the Chairman of the Board and to the Board,
whenever requested, an account of the financial condition of the Corporation;
and in general, perform all the duties incident to the office of a treasurer of
a corporation, such other duties as may be assigned to him by the Board, the
President, the Chief Operating Officer or the Chairman of the Board.
The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board, the President, the Chief
Operating Officer or the Chairman of the Board shall, in the absence of the
Treasurer or in the event of the Treasurer's inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
other duties and have such other powers as the Board may from time to time
prescribe.
Section 3.8 Subordinate Officers. The Board may from time to time appoint
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period and perform such duties as the Board, the President, the
Chief Operating Officer or the Chairman of the Board may prescribe. The Board
may, from time to time, authorize any committee or officer to appoint and remove
subordinate officers and prescribe the duties thereof.
Section 3.9 Removal. Any officer or agent of the Corporation may be
removed by the Board whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contractual rights, if any, of the person so removed.
ARTICLE IV
STOCK
Section 4.1 Certificates. In accordance with Section 2-210 of the Maryland
General Corporation Law, shareholders will not be entitled to a certificate or
certificates which represent the number of shares of stock owned by him or her
in the Corporation, unless a majority of the Board of Directors otherwise
provides by resolution. At the time of issuance of shares of stock, the
Corporation shall send, or cause to be sent, to the shareholder a written
statement of the information otherwise required on stock certificates.
Section 4.2 Transfers. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem necessary or
expedient concerning the issue, transfer and registration of shares of stock;
and may appoint transfer agents and registrars thereof. The duties of transfer
agent and registrar, if any, may be combined.
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Section 4.3 Stock Ledgers. A stock ledger, containing the names and
addresses of the shareholders of the Corporation and the number of shares of
each class held by them, respectively, shall be kept by the Transfer Agent of
the Corporation. The stock ledger may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection.
Section 4.4 Record Dates. The Board is hereby empowered to fix, in
advance, a date as the record date for the purpose of determining shareholders
entitled to notice of, or to vote at, any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, capital gains
distribution or the allotment of any rights, or in order to make a determination
of shareholders for any other proper purpose. Such date in any case shall be not
more than ninety days, and in case of a meeting of shareholders, not less than
ten days, prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Dividends. Dividends or distribution upon the capital stock of
the Corporation, subject to provisions of the charter, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends or distributions may be paid only in cash or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.
Before payment of any dividend or distribution there may be set aside out
of any funds of the Corporation available for dividends or distributions such
sum or sums as the Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends or distributions or for maintaining any property of the Corporation,
or for such other purpose as the Directors shall think conducive to the interest
of the Corporation, and the Directors may modify or abolish any such reserve in
the manner in which it was created.
Section 5.2 Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.
Section 5.3 Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 5.4 Custodian. All securities and cash of the Corporation shall be
placed in the custody of a bank or trust company ("Custodian") having (according
to its last published report) not less than $2,000,000 aggregate capital,
surplus and undivided profits, provided such a Custodian can be found ready and
willing to act (or maintained in such other manner as is consistent with Section
17(f) of the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder). The Corporation shall enter into a written contract
with the Custodian regarding the powers, duties and compensation of the
Custodian with respect to the cash and securities of the Corporation held by the
Board of Directors of the Corporation. The Corporation shall upon the
resignation or inability to serve of the Custodian use its best efforts to
obtain a successor custodian; require that the cash and securities owned by the
Corporation be delivered directly to the successor custodian; and in the event
that no successor custodian can be found, submit to the shareholders, before
permitting delivery of the cash and securities owned by the Corporation to other
than a successor custodian, the question whether or not the Corporation shall be
liquidated or shall function without a custodian.
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Section 5.5 Seal. The Board of Directors may provide a suitable seal,
bearing the name of the Corporation, which shall be in the custody of the
Secretary. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof.
Section 5.6 Representation of Shares. Any officer of the Corporation is
authorized to vote, represent and exercise for the Corporation any and all
rights incident to any shares of any corporation or other business enterprise
owned by the Corporation.
Section 5.7 Prohibited Transactions. No officer or Director of the
Corporation or of its investment adviser shall deal for or on behalf of the
Corporation with himself, as principal or agent, or with any corporation or
partnership in which he has a financial interest. This prohibition shall not
prevent: (a) officers or Directors of the Corporation from having a financial
interest in the Corporation, its principal underwriter or its investment
adviser; (b) the purchase of securities for the portfolio of the Corporation or
the sale of securities owned by the Corporation through a securities dealer, one
or more of whose partners, officers or Directors is an officer or Director of
the Corporation, provided such transactions are handled in the capacity of
broker only and provided commissions charged do not exceed customary brokerage
charges for such service; or (c) the employment of legal counsel, registrar,
transfer agent, dividend disbursing agent, or custodian having a partner,
officer or Director who is an officer or Director of the Corporation, provided
only customary fees are charged for services rendered to or for the benefit of
the Corporation.
Section 5.8 Bonds. The Board of Directors may require any officer, agent
or employee of the Corporation to give a bond to the Corporation, conditioned
upon the faithful discharge of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors. The Board of Directors
shall, in any event, require the Corporation to provide and maintain a bond
issued by a reputable fidelity insurance company, against larceny and
embezzlement, covering each officer and employee of the Corporation who may
singly, or jointly with others, have access to securities or funds of the
Corporation, either directly or through authority to draw upon such funds, or to
direct generally the disposition of such securities, such bond or bonds to be in
such reasonable amount as a majority of the Board of Directors who are not such
officers or employees of the Corporation shall determine with due consideration
to the value of the aggregate assets of the Corporation to which any such
officer or employee may have access, or in any amount or upon such terms as the
Securities and Exchange Commission may prescribe by order, rule or regulations.
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Section 5.9 Annual Statement of Affairs. The President or the Controller
shall prepare annually a full and correct statement of the affairs of the
Corporation, to include a balance sheet and a financial statement of operations
for the preceding fiscal year. The statement of affairs shall be placed on file
at the Corporation's principal office within 120 days after the end of the
fiscal year.
ARTICLE VI
AMENDMENT OF BY-LAWS
These By-Laws of the Corporation may be altered, amended, added to or
repealed by majority vote of the shareholders or by majority vote of the entire
Board.
Dated: January 25, 1995
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EX. 99.B5(a)
INVESTMENT ADVISORY AGREEMENT
NATIONS FUND PORTFOLIOS, INC.
THIS AGREEMENT is made as of this 1st day of January, 1996, by and
between NATIONS FUND PORTFOLIOS, INC., a Maryland corporation (the "Company"),
and NATIONSBANC ADVISORS, INC., a North Carolina corporation (the "Adviser"), on
behalf of those portfolios of the Company now or hereafter identified on
Schedule I hereto (each a "Fund" and, collectively, the "Funds").
RECITALS
WHEREAS, the Company is registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940, as
amended (the "1940 Act") as an open-end, series management investment company;
and
WHEREAS, the Adviser is registered with the Commission under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") as an
investment adviser; and
WHEREAS, the Company and the Adviser desire to enter into an agreement
to provide for investment advisory services to the Company upon the terms and
conditions hereinafter set forth; and
WHEREAS, the Company and the Adviser contemplate that certain duties of
the Adviser under this Agreement will be delegated to one or more sub-investment
adviser(s) (the "Sub-Adviser(s)") pursuant to separate sub-advisory agreement(s)
(the "Sub-Advisory Agreement(s)");
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Advisory Services. The Adviser shall act as investment adviser for
the Funds and shall, in such capacity, manage and supervise the investment and
reinvestment of the cash, securities or other properties comprising the Funds'
assets, subject at all times to the policies and control of the Company's Board
of Directors. The Adviser shall give the Funds the benefit of its best judgment,
efforts and facilities in rendering its services as investment adviser.
2. Investment Analysis and Implementation. In carrying out its
obligations under paragraph 1 hereof, the Adviser shall:
<PAGE>
(a) obtain and evaluate pertinent information about
significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally
or the Funds specifically, and whether concerning the individual
issuers whose securities are included in the Funds or the activities in
which such issuers engage, or with respect to securities which the
Adviser considers desirable for inclusion in the Funds;
(b) invest and reinvest, on an ongoing basis, assets held in
the Funds in strict accordance with the investment policies of the
Funds as set forth in the registration statement of the Company with
respect to the Funds, as the same may be amended from time to time;
(c) in accordance with policies and procedures established by
the Company's Board of Directors, select brokers and dealers to execute
portfolio transactions for the Funds and select the markets on or in
which the transactions will be executed;
(d) vote, either in person or by general or limited proxy, or
refrain from voting, any securities held in the Funds for any purposes;
exercise or sell any subscription or conversion rights; consent to and
join in or oppose any voting trusts, reorganizations, consolidations,
mergers, foreclosures and liquidations and in connection therewith,
deposit securities, and accept and hold other property received
therefor;
(e) determine on an ongoing basis the overall investment
strategy with respect to the Funds, and ensure on an ongoing basis
adherence to such strategy;
(f) use the same skill and care in providing services to the
Funds as it uses in providing services to fiduciary accounts for which
it has investment responsibilities;
(g) furnish the Company's Board of Directors with such
periodic and special reports as the Board of Directors may request; and
(h) take, on behalf of the Funds, all actions which appear
necessary to carry into effect such purchase and sale programs and
supervisory functions set forth in this Paragraph 2.
3. Delegation of Responsibilities. Subject to the approval of the
Company's Board of Directors and, if required, the shareholders of the Funds,
the Adviser may, pursuant to the Sub-Advisory Agreement(s), delegate to the
Sub-Adviser(s) those of its duties hereunder identified in the Sub-Advisory
Agreement(s), provided that the Adviser shall continue to supervise and monitor
the performance of the duties delegated to the Sub-Adviser(s) and any such
delegation shall not relieve the Adviser of its duties and obligations under
this Agreement. The Adviser shall be solely responsible for compensating the
Sub-Adviser(s) for services rendered under the Sub-Advisory Agreement(s).
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4. Control by Board of Directors. Any investment activities undertaken
by the Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Adviser on behalf of the Funds, shall at all times be subject
to any directives of the Company's Board of Directors.
5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Adviser shall at all times conform to:
(a) all applicable provisions of the 1940 Act, the Advisers
Act and any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the
Company, as the same may be amended from time to time, under the
Securities Act of 1933 and the 1940 Act;
(c) the provisions of the Articles of Incorporation of the
Company, as the same may be amended from time to time;
(d) the provisions of the By-laws of the Company, as the same
may be amended from time to time; and
(e) any other applicable provisions of state or federal law.
6. Broker-Dealer Relationships. The Adviser is responsible for the
purchase and sale of securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates. The Adviser's primary consideration
in effecting a security transaction will be to obtain the best price and
execution. In selecting a broker-dealer to execute each particular transaction
for a Fund, the Adviser will take the following into consideration: the best net
price available, the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the Fund on a continuing
basis. Accordingly, the price to the Fund in any transaction may be less
favorable than that available from another broker-dealer if the difference is
reasonably justified by other aspects of the portfolio execution services
offered. Subject to such policies as the Company's Board of Directors may from
time to time determine, the Adviser shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely by
reason of having caused a Fund to pay a broker or dealer that provides brokerage
and research services to the Adviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Adviser determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities of the Adviser with respect to the Fund and to other
clients of the Adviser. The Adviser is further authorized to allocate the orders
placed by it on behalf of the Funds to brokers and dealers who also provide
research or statistical material, or other services to the Funds or to the
Adviser. Such allocation shall be in such amounts and proportions as the Adviser
shall determine and the Adviser will report on said allocations regularly to the
Board of Directors of the Company indicating the brokers to whom such
allocations have been made and the basis therefor.
3
<PAGE>
7. Compensation. The Company shall pay the Adviser as compensation for
services rendered hereunder fees, payable monthly, at the annual rates indicated
on Schedule I hereto, as such Schedule may be amended or supplemented from time
to time.
The average daily net asset value of the Funds shall be determined in
the manner set forth in the Company's Articles of Incorporation and registration
statement, as amended from time to time.
8. Expenses of the Funds. All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Funds include, but are not limited to, brokerage
commissions, taxes, legal, auditing, or governmental fees, the cost of preparing
share certificates, custodian, transfer agent and shareholder service agent
costs, expenses of issue, sale, redemption and repurchase of shares, expenses of
registering and qualifying shares for sale, expenses relating to directors and
shareholder meetings, the cost of preparing and distributing reports and notices
to shareholders, the fees and other expenses incurred by the Funds in connection
with membership in investment company organizations and the cost of printing
copies of prospectuses and statements of additional information distributed to
the Funds' shareholders.
9. Expense Limitation. If, for any fiscal year, the total of all
ordinary business expenses of a Fund, including all investment advisory fees,
but excluding brokerage commissions, fees, taxes, interest and extraordinary
expenses, such as litigation costs, would exceed the applicable expense
limitations imposed by state securities regulations in any state in which the
Funds' shares are qualified for sale, as such limitations may be raised or
lowered from time to time, the aggregate of all such investment advisory fees
shall be reduced by the amount of such excess. The amount of any such reduction
to be borne by the Adviser shall be deducted from the monthly investment
advisory fee otherwise payable to the Adviser during such fiscal year. If
required pursuant to such state securities regulations, the Adviser will, not
later than the last day of the first month of the next succeeding fiscal year,
reimburse the Fund for any such annual operating expenses (after reduction of
all investment advisory fees in excess of such limitation). For the purposes of
this paragraph, the term "fiscal year" shall exclude the portion of the current
fiscal year which shall have elapsed prior to the date hereof and shall include
the portion of the current fiscal year which shall have elapsed at the date of
termination of this Agreement.
10. Non-Exclusivity. The services of the Adviser to the Funds are not
to be deemed to be exclusive, and the Adviser shall be free to render investment
advisory and administrative or other services to others (including other
investment companies) and to engage in other activities. It is understood and
agreed that officers or directors of the Adviser may serve as officers and
directors of the Company, and that officers or directors of the Company may
serve as officers or directors of the Adviser, to the extent that such services
may be permitted by law, and that the officers and directors of the Adviser are
not prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.
4
<PAGE>
11. Records. The Adviser shall, with respect to orders the Adviser
places for the purchase and sale of portfolio securities of the Funds, maintain
or arrange for the maintenance of the documents and records required pursuant to
Rule 31a-1 under the 1940 Act as well as such records as the Funds'
administrator reasonably requests to be maintained, including, but not limited
to, trade tickets and confirmations for portfolio trades. All such records shall
be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1. All such records will be the property of the Funds and
will be available for inspection and use by the Funds. The Adviser will promptly
notify the Funds' administrator if it experiences any difficulty in maintaining
the records in an accurate and complete manner.
12. Term and Approval. This Agreement shall become effective with
respect to a Fund when approved in accordance with the requirements of the 1940
Act, and shall thereafter continue from year to year, provided that the
continuation of the Agreement is specifically approved at least annually:
(a) (i) by the Company's Board of Directors or (ii) by the vote of
"a majority of the outstanding voting securities" of the Fund (as
defined in Section 2(a)(42) of the 1940 Act), and
(b) by the affirmative vote of a majority of the Company's
Directors who are not parties to this Agreement or "interested persons"
(as defined in the 1940 Act) of a party to this Agreement (other than
as Directors of the Company), by votes cast in person at a meeting
specifically called for such purpose.
13. Termination. This Agreement may be terminated with respect to a Fund
at any time, without the payment of any penalty, by vote of the Company's Board
of Directors or by vote of a majority of a Fund's outstanding voting securities,
or by the Adviser, on sixty (60) days' written notice to the other party. The
notice provided for herein may be waived by the party entitled to receipt
thereof. This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for purposes of this paragraph having the
meaning defined in Section 2(a)(4) of the 1940 Act.
14. Liability of Adviser. In the absence of willful misfeasance, bad
faith, negligence or reckless disregard of obligations or duties hereunder on
the part of the Adviser or any of its officers, directors, employees or agents,
the Adviser shall not be subject to liability to the Company or to any
shareholder of the Company for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
5
<PAGE>
15. Indemnification. In the absence of willful misfeasance, bad faith,
negligence or reckless disregard of duties hereunder on the part of the Adviser
or any of its officers, directors, employees or agents, the Company hereby
agrees to indemnify and hold harmless the Adviser against all claims, actions,
suits or proceedings at law or in equity whether brought by a private party or a
governmental department, commission, board, bureau, agency or instrumentality of
any kind, arising from the advertising, solicitation, sale, purchase or pledge
of securities, whether of the Funds or other securities, undertaken by the
Funds, their officers, directors, employees or affiliates, resulting from any
violations of the securities laws, rules, regulations, statutes and codes,
whether federal or of any state, by the Funds, their officers, directors,
employees or affiliates. Federal and state securities laws impose liabilities
under certain circumstances on persons who act in good faith, and nothing herein
shall constitute a waiver or limitation of any rights which a Fund may have and
which may not be waived under any applicable federal and state securities laws.
16. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Company
shall be c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201 and that of the Adviser shall be One NationsBank Plaza, Charlotte, North
Carolina 28255.
17. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or the Advisers Act shall be resolved
by reference to such terms or provision of the 1940 Act or the Advisers Act and
to interpretations thereof, if any, by the United States Courts or in the
absence of any controlling decision of any such court, by rules, regulations or
orders of the Commission issued pursuant to the 1940 Act or the Advisers Act. In
addition, where the effect of a requirement of the 1940 Act or the Advisers Act
reflected in any provision of this Agreement is revised by rule, regulation or
order of the Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
18. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement affecting a
Fund shall be effective until approved by vote of a majority of the outstanding
voting securities of such Fund. However, this shall not prevent the Adviser from
reducing, limiting or waiving its fee.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
NATIONS FUND PORTFOLIOS, INC.
on behalf of the Funds
By: /s/ A. Max Walker
-----------------------------
A. Max Walker
President and Chairman of the
Board of Directors
NATIONSBANC ADVISORS, INC.
By: /s/ Mark H. Williamson
-----------------------------
Mark H. Williamson
President and Director
<PAGE>
SCHEDULE I
The Company 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:
Fund Rate of Compensation
---- --------------------
Nations Emerging Markets Fund 1.10%
Nations Global Government Fund 0.70%
Nations Pacific Growth Fund 0.90%
EX-99.B5(b)
SUB-ADVISORY AGREEMENT
NATIONS FUND PORTFOLIOS, INC.
THIS AGREEMENT is made this 10th day of April, 1996, by and among
NATIONSBANC ADVISORS, INC., a North Carolina corporation (the "Adviser"),
GARTMORE GLOBAL PARTNERS, a general partnership organized under the laws of the
State of Delaware (the "Sub-Adviser"), and NATIONS FUND PORTFOLIOS, INC. (the
"Company"), on behalf of the portfolio or portfolios of the Company as now or
hereafter may be identified on Schedule I hereto (each a "Fund" and
collectively, the "Funds").
RECITALS
WHEREAS, the Company is a Maryland corporation registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end,
series management investment company; and
WHEREAS, the Adviser is a national bank that serves as investment
adviser to other registered investment companies and various investment
accounts; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), as an investment adviser and
engages in the business of acting as an investment adviser, and is regulated by
the Investment Management Regulatory Organization Limited ("IMRO") of the United
Kingdom in the conduct of its investment business and is a member of IMRO; and
WHEREAS, the Adviser and the Company have entered into an Investment
Advisory Agreement of even date herewith (the "Investment Advisory Agreement"),
pursuant to which the Adviser shall act as investment adviser with respect to
the Funds; and
WHEREAS, pursuant to such Investment Advisory Agreement, the Adviser,
with the approval of the Company, wishes to retain the Sub-Adviser for purposes
of rendering advisory services to the Adviser and the Company in connection with
the Funds upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Appointment of Sub-Adviser. The Adviser hereby appoints, and the
Company hereby approves, the Sub-Adviser to render investment research and
advisory services to the Adviser and the Company with respect to the Funds,
under the supervision of the Adviser and subject to the policies and control of
the Company's Board of Directors, and the Sub-Adviser hereby accepts such
appointment, all subject to the terms and conditions contained herein.
1
<PAGE>
2. Investment Services. The specific duties of the Adviser delegated
to the Sub-Adviser shall be the following:
(a) obtaining and evaluating pertinent information about
significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally or
the Funds specifically, and whether concerning the individual issuers
whose securities are included in the Funds or the activities in which such
issuers engage, or with respect to securities which the Adviser or
Sub-Adviser considers desirable for inclusion in the Funds;
(b) investing and reinvesting, on an ongoing basis, assets held in
the Funds in strict accordance with the investment policies of the Funds
as set forth in the registration statement of the Company with respect to
the Funds, as the same may be amended from time to time;
(c) in accordance with policies and procedures established by the
Board of Directors of the Company and the Adviser, selecting brokers and
dealers to execute portfolio transactions for the Funds and selecting the
markets on or in which the transactions will be executed;
(d) voting, either in person or by general or limited proxy, or
refraining from voting, any securities held in the Funds for any purposes;
exercising or selling any subscription or conversion rights; consenting to
and joining in or opposing any voting trusts, reorganizations,
consolidations, mergers, foreclosures and liquidations and in connection
therewith, depositing securities, and accepting and holding other property
received therefor, all as may be considered appropriate by the
Sub-Adviser; and
(e) performing other acts necessary or appropriate in connection
with the proper management of the Funds, consistent with its obligations
hereunder, and as may be directed by the Adviser and/or the Company's
Board of Directors.
In carrying out its obligations under clauses (b) to (e),
inclusive, of this Paragraph 2, the Sub-Adviser shall act only as agent of the
Company and/or the Fund and shall not act as principal. The Sub-Adviser shall
not be responsible for the administration of the Fund, for the execution and
settlement of transactions in securities or derivative instruments nor for the
custody of any such securities or instruments or documents of title and the
Sub-Adviser shall not hold any money or other assets of the Fund or the Company.
3. Control by Board of Directors. As is the case with respect to the
Adviser under the Investment Advisory Agreement, any investment activities
undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Sub-Adviser with respect to the Funds, shall at all
times be subject to any directives of the Board of Directors of the Company.
Without limiting the right of the Board of Directors of the Company to issue
directives, the Board of Directors shall take into consideration any views or
opinions that may be expressed by the Adviser of the Sub-Adviser in formulating
policies, procedures and directives. The Sub-Adviser shall not be obligated to
conform its activities to any directive of the Board of Directors of the Company
to the extent that compliance with such directive would be in contravention of
any law, rule or regulation applicable to the Sub-Adviser.
2
<PAGE>
4. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times conform to:
(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;
(b) the provisions of the registration statement of the Company
applicable to the Funds, as the same may be amended from time to time,
under the Securities Act of 1933 and the 1940 Act;
(c) the Conduct of Business Rules of IMRO ("IMRO Rules") to the
extent that the IMRO Rules are not inconsistent with any applicable
requirements under the 1940 Act, the Advisers Act or other United States
federal or state law; and
(d) such policies and procedures that may be established by the
Board of Directors of the Company and communicated to the Sub-Adviser from
time to time.
In addition, any code of ethics adopted by the Sub-Adviser pursuant to
Rule 17j-1 under the 1940 Act shall include policies, prohibitions and
procedures which substantially conform to the recommendations regarding personal
investing approved by the Board of Governors of the Investment Company Institute
on June 30, 1994, as such recommendations may amended from time to time.
5. Compensation. The Adviser shall pay the Sub-Adviser, as compensation
for services rendered hereunder, fees, payable monthly, at the annual rates
indicated on Schedule I hereto, as such Schedule may be supplemented and amended
from time to time. It is understood that the Adviser shall be responsible for
the Sub-Adviser's fee for its services hereunder, and the Sub-Adviser agrees
that it shall have no claim against the Company or the Fund with respect to
compensation under this Agreement. The Sub-Adviser's fees shall be pro-rated for
portions of months in which sub-advisory services are provided.
The average daily net asset value of the Funds shall be determined in
the manner set forth in the Articles of Incorporation and registration statement
of the Company, as amended from time to time.
6. Expenses of the Funds. All of the ordinary business expenses
incurred by the Sub-Adviser in the operations of the Funds and the offering of
their shares shall be borne by the Funds unless specifically provided otherwise
in this Agreement. These expenses borne by the Funds include but are not limited
to brokerage commissions, taxes, legal, auditing, or governmental fees, the cost
of preparing share certificates, custodian, transfer agent and shareholder
service agent costs, expenses of issue, sale, redemption and repurchase of
shares, directors and shareholder meetings, the cost of preparing and
distributing reports and notices to shareholders, the fees and other expenses
incurred by the Funds in connection with membership in investment company
organizations and the cost of printing copies of prospectuses and statements of
additional information distributed to the Funds' shareholders.
3
<PAGE>
7. Expense Limitation. If, for any fiscal year a Fund, the amount of
the aggregate advisory fee which the Company would otherwise be obligated to pay
with respect to the Fund 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. Non-Exclusivity. The services of the Sub-Adviser to the Adviser and
the Company with respect to the Fund are not to be deemed to be exclusive, and
the Sub-Adviser shall be free to render investment advisory and administrative
or other services to others (including other investment companies) and to engage
in other activities. It is understood and agreed that the officers and directors
of the Sub-Adviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers, directors or trustees of any other firm or trust, including
other investment advisory companies.
9. Records. The Sub-Adviser shall provide to the Adviser, with respect
to the orders the Sub-Adviser places for the purchases and sales of portfolio
securities of the Funds, the documents and records required pursuant to Rule
31a-1 under the 1940 Act as well as such records as the Funds' administrator
reasonably requests to be maintained, including, but not limited to, trade
tickets and confirmations for portfolio trades. All such records shall be
maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1. All such records will be the property of the Funds and
will be available for inspection and use by the Funds. The Sub-Adviser will
promptly notify the Adviser and the Fund's administrator if it experiences any
difficulty in providing the records in an accurate and complete manner.
10. Term and Approval. This Agreement shall become effective when
approved, and shall thereafter continue from year to year, provided that the
continuation of the Agreement is specifically approved at least annually:
(a)(i) by the Company's Board of Directors or (ii) by the vote of
"a majority of the outstanding voting securities" of the Fund (as defined
in Section 2(a)(42) of the 1940 Act); and
(b) by the affirmative vote of a majority of the Directors of the
Company who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of a party to this Agreement (other than as
Directors of the Company), by votes cast in person at a meeting
specifically called for such purpose.
4
<PAGE>
11. Termination. This Agreement may be terminated at any time with
respect to a Fund, without the payment of any penalty, by vote of the Company's
Board of Directors or by vote of a majority of the Fund's outstanding voting
securities, or by the Adviser, or by the Sub-Adviser on sixty (60) days' written
notice to the other parties to this Agreement. Any party entitled to notice may
waive the notice provided for herein. This Agreement shall automatically
terminate in the event of its assignment, the term "assignment" for purposes of
this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.
This Agreement shall automatically terminate 120 days after its effectiveness if
the Fund's shareholders have not ratified and approved it within such period.
The Agreement shall automatically terminate upon the effectiveness of a
Sub-Advisory Agreement between the Company on behalf of the Fund and Gartmore
Global Partners.
12. Liability of Sub-Adviser. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser or any of its officers, directors,
employees or agents, the Sub-Adviser shall not be subject to liability to the
Adviser or to the Company for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be sustained in
the purchase, holding or sale of any security. For purposes of this paragraph
and paragraph 13, brokers or dealers selected to execute portfolio transactions
for the Fund in accordance with Paragraph 2(c) hereof shall not be considered
agents of the Sub-Adviser.
13. Indemnification. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties hereunder on the part of the
Sub-Adviser, or any officers, directors, employees or agents thereof, the
Company hereby agrees to indemnify and hold harmless the Sub-Adviser against all
claims, actions, suits or proceedings at law or in equity whether brought by a
private party or a governmental department, commission, board, bureau, agency or
instrumentality of any kind, (a) arising from the advertising, solicitation,
sale, purchase or pledge of securities, whether of the Funds or other
securities, undertaken by the Funds or the Company's officers, directors,
employees, agents or affiliates, or (b) resulting from any violations of the
securities laws, rules, regulations, statutes and codes, whether federal or of
any state, by the Funds, or the Company's officers, directors, employees or
affiliates.
14. Notices. Any notices under this Agreement shall be in writing and
shall be duly given if delivered, mailed (postage prepaid, effective upon
receipt) or telegraphed, telexed or transmitted by similar telecommunications
device (effective upon completion of transmission, with a confirming copy
delivered or mailed postage prepaid) to such address or number as may be
designated for the receipt of such notice, with a copy to the Company. Until
further notice, it is agreed that the address and telefax number of the Company
shall be 111 Center Street, Little Rock, Arkansas 72201, Fax No. (501) 377-2331;
that of the Sub-Adviser shall be Gartmore House, 16-18 Monument Street, London
EC3R 8AJ, England, Fax No. 71-782-2075; and that of the Adviser shall be c/o
Mutual Fund Group, 33rd Floor, One NationsBank Plaza, Charlotte, North Carolina
28255, Fax No. (704) 388-2187.
5
<PAGE>
15. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or in the absence of any controlling decision of any such
court, by rules, regulations or orders of the Securities and Exchange Commission
issued pursuant to the 1940 Act. In addition, where the effect of a requirement
of the 1940 Act reflected in any provision of this Agreement is revised by rule,
regulation or order of the Securities and Exchange Commission, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
16. IMRO Rules. Addendum A attached hereto sets forth certain
requirements under the IMRO Rules which are applicable to the Sub-Adviser, that
are expressly incorporated herein and made a part hereof, but only to the extent
that such requirements are not inconsistent with any applicable requirements
under the 1940 Act, the Advisers Act or other United States federal or state
law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in triplicate by their respective officers on the day and year first
written above.
NATIONS FUND PORTFOLIOS, INC.,
on behalf of the Funds
By: /s/ A. Max Walker
-------------------------------
A. Max Walker
President and Chairman of the
Board of Directors
NATIONSBANC ADVISORS, INC.
By: /s/ Mark H. Williamson
-------------------------------
Mark H. Williamson
President and Director
GARTMORE GLOBAL PARTNERS
By: /s/ Charles G. Smith IV
-------------------------------
Charles G. Smith IV
President
6
<PAGE>
SCHEDULE I
Fund Rate of Compensation
---- --------------------
1. Nations Pacific Growth Fund 0.70% of average daily net assets
2. Nations Emerging Markets Fund 0.85% of average daily net assets
3. Nations Global Government Income Fund 0.54% of average daily net assets
7
<PAGE>
ADDENDUM A
1. To the extent that the Sub-Adviser receives any commissions or other forms of
remuneration, directly or indirectly, in connection with Fund transactions,
no portion of the Sub-Adviser's accrued investment advisory fee shall be
abated thereby.
2. Subject to the supervision of the Adviser and the policies and ultimate
control of the Company's Board of Directors, the Sub-Adviser shall advise the
Company and the Adviser on the management of the Funds' investments in
accordance with the terms of this Agreement and in accordance with the
investment parameters (including, inter alia, percentage limitations, quality
standards, investment selection criteria and types of permissible investments
and investment techniques, such as borrowing, options and futures
transactions, portfolio securities lending, etc.) established pursuant to the
investment objectives, policies and restrictions specifically embodied in the
Company's Registration Statement on Form N-1A, and any amendments thereto,
under the Securities Act of 1933 and the 1940 Act (the "Fund's Registration
Statement").
3. The Sub-Adviser shall not have or maintain custody of any securities, cash or
other assets of the Funds. Custody of the Funds' assets will be maintained by
the custodian bank pursuant to an agreement approved by the Funds' Board of
Directors. It is expected that such custodian, or any successor thereto, will
not be an "Associate" of the Sub-Adviser as that term is defined under IMRO
Rules.
4. In the event the Funds or the Adviser has a significant complaint regarding
the services provided by the Sub-Adviser under the Sub-Advisory Agreement by
and among the Company, the Adviser and the Sub-Adviser, a Fund officer should
communicate such complaint to the Sub-Adviser, whereupon such complaint will
be recorded on a standard form prepared by the Sub-Adviser for such purposes.
The Sub-Adviser's complaints procedure requires that if a complaint has not
been cleared within twenty-one (21) days, the Sub-Adviser must so advise IMRO
and the Fund also must be advised that it has the right to issue its
complaint directly with a referee appointed by IMRO.
5. The Sub-Adviser will provide to the Funds' Board of Directors written
financial reports and analyses on the Funds' securities transactions and the
operations of comparable investment companies on a quarterly basis or more
frequently as requested by the Board of Directors. Such reports and analyses
shall include information as at the last day of an applicable reporting
period.
6. The Funds may from time to time request or instruct the Sub-Adviser, directly
or through the Adviser, to act or not to act regarding certain Fund-related
investment and/or operational matters. Such request or instructions will be
communicated orally or in writing to the Sub-Adviser, directly or through the
Adviser and will be acknowledged in the same manner in which they are
communicated. To the extent that a particular request or instruction is, or
may be, refused (i.e., because it (a) is in contravention of (i) a law or
regulation, (ii) an investment policy of the Fund, or (iii) a provision of
this Agreement or (b) is not operationally feasible), such refusal shall be
communicated by the Sub-Adviser, including through the Adviser, and the Fund
and the Sub-Adviser, upon advice of counsel, shall discuss alternatives and
determine an appropriate course of action which will be reported to the full
Board at the next meeting of the Fund's Board of Directors for its approval.
8
<PAGE>
7. Notwithstanding that all required disclosure concerning the risks associated
with the Funds' permissible investments and investment techniques is included
in the Funds' Registration Statement, which Statement is intended for review
by the investors in the Funds and to be retained by them for future
reference, with respect to the Funds' specified use of options and futures
transactions, the following shall be specifically noted herein:
"Options and futures markets can be highly volatile and transactions of
this type carry a high risk of loss. Moreover, a relatively small adverse
market movement with respect to these types of transactions may result not
only in loss of the original investment but also in unquantifiable further
loss exceeding any margin deposited."
Further, in managing the Funds' assets, the Sub-Adviser shall consider the
risks associated with the Fund's permissible investments and investment
techniques.
8. The Sub-Adviser or its representatives may from time to time recommend to the
Funds or effect on behalf of the Funds with respect to Fund transactions in
securities the subject of a recent new issue, the price of which transactions
may have been influenced by bids made or transactions effected for the
purpose of stabilizing the price of those securities. Such transactions would
at all times be effected in accordance with the provisions of IMRO Rule 14
and, in particular, with the conditions of the IMRO Rule 14.02, including the
requirement that the Sub-Adviser, with respect to any specific transaction,
communicate to the Fund orally or in writing a statement in a form
substantially similar to that which is set forth in IMRO Rule 14.02(c). In
addition, with respect to these transactions, it is understood when executing
this Agreement and thereafter when approving the continuance of this
Agreement in accordance with its terms, that management of the Fund has
carefully read the following paragraphs in order to enable Fund management to
judge whether it wishes a Fund's assets to be invested at all in such
securities or, if so, whether it wishes to authorize the Sub-Adviser
generally to effect transactions in such securities on behalf of the Fund
without further reference to Fund management or whether Fund management
wishes to be consulted before any particular transaction is effected on
behalf of the Fund.
Stabilization is a process whereby the market price of a security is pegged
or fixed during the period in which a new issue of securities is sold to the
public. Stabilization may take place in the new issue or in other securities
related to the new issue in such a way that the price of the other securities
may affect the price of the new issue or vice versa.
The reason stabilization is permitted is that when a new issue is brought to
market the sudden glut will sometimes force the price lower for a period of
time before buyers are found for the securities on offer.
As long as it obeys a strict set of rules, the "stabilizing manager,"
normally the issuing house chiefly responsible for bringing a new issue to
market, is entitled to buy securities in the market that it has previously
sold to investors or allotted to institutions who were included in the new
issue but who have decided not to continue participating. The effect of this
may be to keep the price at a higher level than would otherwise be the case
during the period of stabilizing.
9
<PAGE>
The rules referred to above in the immediately preceding paragraph limit the
period in which the stabilizing manager may stabilize, fix the price at which
it may stabilize (in the case of shares and warrants but not bonds), and
require the stabilizing manager to disclose that it may be (but not that it
is) stabilizing. The fact that a new issue or a related security is being
stabilized does not in itself mean that investors are not interested in the
issue, but neither should the existence of transactions in an issue where the
stabilizing may take place be relied upon as an indication that investors are
interested in the new issue or interested in purchasing at the price at which
transactions are taking place.
9. A report containing the Funds' financial statements (including the contents
and valuation of the Funds) shall be submitted to shareholders and to the
Securities and Exchange Commission at least semi-annually. Such reports shall
include information as at the last day of any semi-annual period for which
such reports relate. To the extent that any performance information is
included in such report, it shall conform to the standards set forth in the
Funds' Registration Statement.
10. Except as permitted by or pursuant to Section 17 of the 1940 Act and the
Rules promulgated thereunder, the Sub-Adviser, or an "affiliate" thereof (as
that term is defined in the 1940 Act), may not effect transactions: (i) with
or for the Funds in which the Sub-Adviser or such affiliate has directly or
indirectly a material interest or a relationship of any kind with another
party which may involve a conflict with the Sub-Adviser's responsibilities to
the Funds as a sub-investment adviser; or (ii) with or through the agency or
another person with whom the Sub-Adviser or such affiliate maintains an
arrangement as described in Rule 6.01 of Chapter IV of the IMRO Rules.
11. Upon termination of the Sub-Advisory Agreement by and among the Company, the
Adviser and the Sub-Adviser, unless otherwise directed by the Fund's Board of
Directors, all securities positions and other portfolio transactions then in
progress shall be transferred to the successor investment adviser selected by
the Board of Directors.
12. The Sub-Adviser shall be entitled at its discretion to disclose any
information known to it relating to the Fund's business or affairs to the
Securities and Investment Board or to IMRO on the terms that the information
so disclosed shall not without its consent be further disclosed otherwise
than is permitted in respect of Restricted Information under the provisions
of Part VIII of the Financial Services Act of 1986.
10
EX.99B6(a)
DISTRIBUTION AGREEMENT
NATIONS FUND PORTFOLIOS, INC.
Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Gentlemen:
This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, Nations Fund Portfolios, Inc. (the
"Company"), a Maryland corporation, has agreed that Stephens Inc. (the
"Distributor") shall be, for the period of this Agreement, the exclusive
distributor of the shares of common stock in all classes of shares ("Shares") of
the investment portfolios of the Company listed on Schedule I (individually, a
"Fund" and collectively the "Funds"). Absent written notification to the
contrary by either the Company or the Distributor, each new investment portfolio
established in the future shall automatically become a "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 Company's Board of Directors and the
Company's registration statement and prospectus then in effect under the
Securities Act of 1933, as amended (the "1933 Act"), and will transmit promptly
any orders received by it for the purchase or redemption of Shares to the
Company or its transfer agent.
1.2. The Distributor agrees to use appropriate efforts to solicit orders
for the sale of Shares and will undertake such advertising and promotion as it
believes appropriate in connection with such solicitation. The Company
understands that the Distributor is and may in the future be the distributor of
shares of other investment company portfolios ("Portfolios") including
Portfolios having investment objectives similar to those of the Funds. The
Company further understands that existing and future investors in the Funds may
invest in shares of such other Portfolios. The Company agrees that the
Distributor's duties to such Portfolios shall not be deemed in conflict with its
duties to the Company under this paragraph 1.2.
1.3. The Distributor shall, at its own expense, finance such activities as
it deems reasonable and which are primarily intended to result in the sale of
Shares, including, but not limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current shareholders, and the printing and mailing of
sales literature. The Distributor shall be responsible for reviewing and
providing advice and counsel on all sales literature (e.g., advertisements,
brochures and shareholder communications) with respect to each of the 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.
<PAGE>
1.4. All activities by the Distributor and its agents and employees as
distributor of Shares shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as amended ("1940 Act")
by the Securities and Exchange Commission (the "SEC") or any securities
association registered under the Securities Exchange Act of 1934.
1.5. Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by other circumstances of any kind,
the Company's officers may decline to accept any orders for, or make any sales
of Shares until such time as those officers deem it advisable to accept such
orders and to make such sales.
1.6. The Company agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the registration or
qualification of Shares for sale in such states as the Distributor may designate
to the Company and the Company may approve, and the Company shall pay all fees
and other expenses incurred in connection with such registration or
qualification.
1.7. The Company shall furnish from time to time, for use in connection
with the sale of Shares, such information with respect to the Funds and Shares
as the Distributor may reasonably request; and the Company warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Company shall also furnish the
Distributor upon request with: (a) audited annual and unaudited semi-annual
statements of the Company's books and accounts with respect to each 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 Company 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 Company on
behalf of such Fund pursuant to Rule 12b-1 under the 1940 Act. In addition, the
Distributor shall be entitled to retain any front-end sales charge imposed upon
the sale of the shares (and reallow a portion thereof) as specified in the
Fund's Registration Statement and the Company shall pay to the Distributor the
proceeds from any contingent deferred sales charge imposed on the redemption of
the shares as specified in the Fund's Registration Statement.
2
<PAGE>
1.9. The Distributor will execute and deliver agreements with
broker/dealers, financial institutions and other industry professionals based on
the forms attached hereto or based on the additional forms of agreement approved
from time to time by the Company's Board of Directors with respect to the
various classes of shares of the Funds, including but not limited to forms of
sales support agreements approved in connection with a distribution approved in
accordance with Rule 12b-1 under the 1940 Act.
2. Representations; Indemnification.
2.1. The Company represents to the Distributor that all registration
statements and prospectuses filed by the Company with the SEC under the 1933
Act, with respect to Shares have been prepared in conformity with the
requirements of the 1933 Act and rules and regulations of the SEC thereunder. As
used in this Agreement, the terms "registration statement" and "prospectus"
shall mean any registration statement and then current prospectus (together with
any related then current statement of additional information) filed with the SEC
with respect to Shares, and any amendments and supplements thereto which at any
time shall have been filed therewith. The Company represents and warrants to the
Distributor that any registration statement and prospectus, when such
registration statement becomes effective, will contain all statements required
to be stated therein in conformity with the 1933 Act and the rules and
regulations of the SEC; that all statements of fact contained in any such
registration statement and prospectus will be true and correct when such
registration statement and prospectus become effective; and that neither any
registration statement nor any prospectus when any registration statement
becomes effective will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of Shares. The Company may, but
shall not be obligated to, propose from time to time such amendment or
amendments to any registration statement and such supplement or supplements to
any prospectus which in light of future developments, may, in the opinion of the
Company's counsel, be necessary or advisable. The Company shall promptly notify
the Distributor of any advice given to it by the Company's counsel regarding the
necessity or advisability so to amend or supplement such registration statement
or prospectus. If the Company shall not propose such amendment or amendments
and/or supplement or supplements within fifteen days after receipt by the
Company of a written request from the Distributor to do so, the Distributor may,
at its option, terminate this Agreement. The Company shall not file any
amendment to any registration statement or supplement to any prospectus without
giving the Distributor reasonable notice thereof in advance; provided, however,
that nothing contained in this Agreement shall in any way limit the Company's
right to file at any time such amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Company may deem
advisable, such right being in all respects absolute and unconditional.
3
<PAGE>
2.2. The Company authorizes the Distributor and dealers to use any
prospectus in the form furnished from time to time in connection with the sale
of Shares and represented by the Company as being the then current form of
prospectus. The Company agrees to indemnify, defend and hold the Distributor,
its several officers and directors, and any person who controls the Distributor
within the meaning of Section 15 of the 1933 Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Distributor, its
officers and directors, or any such controlling person, may incur under the 1933
Act or under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
any registration statement or prospectus or necessary to make any statement in
such documents not misleading; provided, however, that the Company's agreement
to indemnify the Distributor, its officers or directors, and any such
controlling person shall not be deemed to cover any claims, demands, liabilities
or expenses arising out of any untrue statement or alleged untrue statement or
omission or alleged omission made in any registration statement or prospectus or
in any financial or other statements in reliance upon and in conformity with any
information furnished to the Company by the Distributor or any affiliate thereof
and used in the preparation thereof; and further provided that the Company's
agreement to indemnify the Distributor and the Company's representations and
warranties herein set forth shall not be deemed to cover any liability to the
Company or its shareholders to which the Distributor would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of the Distributor's reckless disregard
of its obligations and duties under this Agreement. The Company's agreement to
indemnify the Distributor, its officers and directors, and any such controlling
person, as aforesaid, is expressly conditioned upon the Company's being notified
of any action brought against the Distributor, its officers or directors, or any
such controlling person, such notification to be given by letter or by telegram
addressed to the Company at its principal office and sent to the Company by the
person against whom such action is brought, within a reasonable period of time
after the summons or other first legal process shall have been served. The
failure to so notify the Company of any such action shall not relieve the
Company from any liability which the Company may have to the person against whom
such action is brought by reason of any such untrue, or allegedly untrue,
statement or omission, or alleged omission, otherwise than on account of the
Company's indemnity agreement contained in this paragraph 2.2. The Company will
be entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Company and approved by the Distributor,
which approval shall not unreasonably be withheld. In the event the Company
elects to assume the defense of any such suit and retain counsel of good
standing approved by the Distributor, the defendant or defendants in such suit
shall bear the fees and expenses of any additional counsel retained by any of
them; but in case the Company does not elect to assume the defense of any such
suit, or in case the Distributor reasonably does not approve of counsel chosen
by the Company, the Company will reimburse the Distributor, its officers and
directors, or the controlling person or persons named as defendant or defendants
in such suit, for the fees and expenses of any counsel retained by the
Distributor or them. The Company's indemnification agreement contained in this
paragraph 2.2 and the Company's representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Distributor, its officers and
directors, or any controlling person, and shall survive the delivery of any
Shares. This agreement of indemnity will inure exclusively to the Distributor's
benefit, to the benefit of its several officers and directors, and their
respective estates, and to the benefit of the controlling persons and their
successors. The Company agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Company or any of its
officers or directors in connection with the issue and sale of any Shares.
4
<PAGE>
2.3. The Distributor agrees to indemnify, defend and hold the Company, its
several officers and directors, and any person who controls the Company within
the meaning of Section 15 of the 1933 Act free and harmless from and against any
and all claims, demands, liabilities and expenses (including the costs of
investigation or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Company, its officers or
directors or any such controlling person, may incur under the 1933 Act or under
common law or otherwise, but only to the extent that such liability or expense
incurred by the Company, its officers or directors, or such controlling person
resulting from such claims or demands, shall arise out of or be based upon any
untrue, or alleged untrue, statement of a material fact contained in information
furnished by the Distributor or any affiliate thereof to the Company or its
counsel and used in the Company's registration statement or corresponding
statements made in the prospectus, or shall arise out of or be based upon any
omission, or alleged omission, to state a material fact in connection with such
information furnished by the Distributor or any affiliate thereof to the Company
or its counsel required to be stated in such answers or necessary to make such
information not misleading. The Distributor's agreement to indemnify the
Company, its officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Distributor's being notified of any
action brought against the Company, its officers or directors, or any such
controlling person, such notification to be given by letter or telegram
addressed to the Distributor at its principal office in Little Rock, Arkansas
and sent to the Distributor by the person against whom such action is brought,
within a reasonable period of time after the summons or other first legal
process shall have been served. The Distributor shall have the right to control
the defense of such action, with counsel of its own choosing, satisfactory to
the Company, if such action is based solely upon such alleged misstatement or
omission on the Distributor's part or any affiliate thereof, and in any other
event the Company, its officers or directors or such controlling person shall
each have the right to participate in the defense or preparation of the defense
of any such action. The failure so to notify the Distributor of any such action
shall not relieve the Distributor or any affiliate thereof from any liability
which the Distributor or any affiliate thereof may have to the Company, its
officers or directors, or to such controlling person by reason of any such
untrue or alleged untrue statement, or omission or alleged omission, otherwise
than on account of the Distributor's indemnity agreement contained in this
paragraph 2.3.
2.4. No Shares shall be offered by either the Distributor or the Company
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Company if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the 1933
Act, or if and so long as a current prospectus, as required by Section 10(b) of
the 1933 Act is not on file with the SEC; provided, however, that nothing
contained in this paragraph 2.4 shall in any way restrict or have any
application to or bearing upon the Company's obligation to repurchase Shares
from any shareholder in accordance with the provisions of the Company's
prospectus or Articles of Incorporation.
5
<PAGE>
2.5. The Company agrees to advise the Distributor as soon as reasonably
practical:
(a) of any request by the SEC for amendments to the registration
statement or prospectus then in effect;
(b) of the issuance by the SEC of any stop order suspending the
effectiveness of the registration statement or prospectus then in effect or of
the initiation of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of
a material fact made in the registration statement or prospectus then in effect
or which requires the making of a change in such registration statement or
prospectus in order to make the statements therein not misleading;
(d) of all actions of the SEC with respect to any amendment to any
registration statement or prospectus which may from time to time be filed with
the SEC; and
(e) if a current prospectus is not on file with the SEC.
For purposes of this section, informal requests by or acts of the Staff of
the SEC shall not be deemed actions of or requests by the SEC.
3. Confidentiality.
The Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Company all records and
other information relative to the Funds and/or the Company and its prior,
present or potential shareholders, and not to use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Company, which approval shall not be unreasonably withheld and may not be
withheld where the Distributor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Company.
4. Limitations of Liability.
Except as provided in paragraph 2.3, the Distributor shall not be liable
for any error of judgment or mistake or law or for any loss suffered by the
Company or any 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.
6
<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 Company's Board of Directors
or (ii) by a vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund, provided that in either event the continuance is
also approved by the majority of the Company's Directors who are not parties to
this agreement or interested persons (as defined in the 1940 Act) of any such
party, by vote cast in person at a meeting called for the purpose of voting on
such approval. This agreement is not assignable and is terminable with respect
to a Fund, without penalty, on not less than sixty days' notice, by the
Company's Board of Directors, by vote of a majority (as defined in the 1940 Act)
of the outstanding voting securities of such 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.
7
<PAGE>
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place indicated below,
whereupon it shall become a binding agreement between us.
Yours very truly,
NATIONS FUND PORTFOLIOS, INC.
By: /s/ A. Max Walker
----------------------------
Name: A. Max Walker
Title: President
Accepted:
STEPHENS INC.
By: /s/ R. Greg Feltus
-------------------------
Name: R. Greg Feltus
Title: Senior Vice President
Dated as of July 1, 1995
8
<PAGE>
SCHEDULE I
1. Nations Global Government Income Fund
2. Nations Pacific Growth Fund
3. Nations Emerging Markets Fund
EX.99.B6(b)
NATIONS FUND
FAMILY OF FUNDS
SALES SUPPORT AGREEMENT
Ladies and Gentlemen:
We are the exclusive distributor of the shares of the portfolios of
Nations Fund, Inc. (the "Company"), Nations Fund Trust (the "Trust") and Nations
Fund Portfolios, Inc. ("Nations Portfolios") (each a "Fund" and collectively the
"Funds") pursuant to the terms of Distribution Agreements with the Company, the
Trust and Nations Portfolios. We invite you to participate in the distribution
of those Fund shares listed on Schedule I hereto (the "Shares"), as such
Schedule may be amended from time to time, on the following terms:
1. Exemption From Requirement to Register as a Broker or Dealer
(a) You represent and warrant that you are a bank exempt from registration
as a broker-dealer under the federal securities laws, and that you will conduct
your activities hereunder and otherwise in a manner so as to remain exempt from
such registration and in compliance with the provisions of the Glass-Steagall
Act and all other rules and regulations that are now or may become applicable to
you and your activities hereunder.
(b) You represent and warrant that you are exempt from being required to
register or qualify to act as a broker or dealer in the states or other
jurisdictions where you transact business. If such exemption becomes no longer
available to you, you agree to immediately become registered or qualified to act
in such capacity in those jurisdictions where such exemption is no longer
available. You agree to comply with all applicable federal, state and local
laws, including, without limiting the generality of the foregoing, the
Securities Act of 1933 ("1933 Act"), the Securities Exchange Act of 1934 (the
"1934 Act") and the Investment Company Act of 1940 ("1940 Act"), and all
applicable rules or regulations thereunder. You agree to offer and sell Shares
only in the states and other jurisdictions in which we have indicated that such
offers and sales can be made and in which you are permitted to so act. You
further agree not to offer or sell Shares outside the several states,
territories or possessions of the United States.
2. Sale Of Fund Shares
(a) You agree to offer and sell Shares of the Funds to your customers
("Customers") only at the applicable public offering price (which is the net
asset value per share plus the applicable sales load, if any) then in effect as
described in the respective Fund's then currently effective prospectus,
including any supplements or amendments thereto ("Prospectus"). You may
establish and charge reasonable service fees to your Customers for processing
exchange or redemption orders for Shares, provided you disclose the fees to your
Customers and provided further that such fees do not constitute sales loads as
defined in Section 2(a)(35) of the 1940 Act.
<PAGE>
(b) You agree to provide reasonable sales support assistance in connection
with the sale of those Shares for which a distribution plan has been adopted
pursuant to Rule 12b-1 under the 1940 Act to your Customers, which assistance
may include forwarding sales literature and advertising provided by us to your
Customers and providing such other sales support assistance as may be requested
by us from time to time. All support services rendered by you shall be performed
in a professional, competent and timely manner.
(c) We will furnish you, upon request, with a reasonable quantity of copies
of the Prospectuses, Statements of Additional Information, sales literature
issued by us supplemental to the Prospectuses and Statements of Additional
Information ("Sales Literature") and amendments and supplements thereto. You
agree that if and when we supply you with copies of any supplements to any
Prospectus, you will affix copies of such supplements to all such Prospectuses
in your possession, that thereafter you will distribute such Prospectuses only
with such supplements affixed, and that you will present purchase orders for
Shares ("Purchase Orders") only from persons who have received Prospectuses with
such supplements affixed. You agree not to use Sales Literature in connection
with the solicitation of Purchase Orders for Shares unless accompanied or
preceded by the relevant Prospectus.
(d) You agree not to hold Shares that may be subject to a contingent
deferred sales charge in an account registered in your name or in the name of
your nominee for the benefit of your Customers. You agree to hold such Shares in
a separate account for each Customer who is a beneficial owner of Fund Shares.
(e) You agree to submit to us, for review and approval prior to use, any
sales literature prepared by you regarding the Funds that you wish to distribute
to your Customers.
3. Execution Of Purchase Orders And Redemption Of Shares
(a) Any Purchase Orders for Shares received from you and accepted by us
will be executed at the applicable public offering price next determined after
our receipt and acceptance of such Purchase Order, in accordance with the
Prospectuses. All Purchase Orders must meet the applicable minimum initial and
subsequent investment requirements as described and set forth in the
Prospectuses. You agree to date and time stamp all orders received by you and to
promptly forward all Purchase Orders to us or the Funds' Transfer Agent in time
for processing at the public offering price next determined after receipt by
you. You agree that you will not withhold Purchase Orders or purchase Shares in
anticipation of receiving Purchase Orders from Customers. The procedures
applicable to the handling of Purchase Orders shall be subject to such
instructions as may be issued by us or the Funds' Transfer Agent from time to
time.
(b) All Purchase Orders are subject to acceptance by us and confirmation by
the Funds or their Transfer Agent. We reserve the right in our sole discretion
to reject any Purchase Order, including contingent or conditional Purchase
Orders, in whole or in part. We also reserve the right in our discretion without
notice to you to suspend sales or withdraw the offering of Shares, in whole or
part.
<PAGE>
(c) If payment for Shares purchased hereunder is not received or made within
the applicable time period specified in the governing Prospectus, or if you
cancel any order at any time after our acceptance of the Purchase Order, we
reserve the right to cancel the sale (or, at our option, to redeem the Shares),
in which case you shall be responsible to the Funds, their Transfer Agent and us
for any losses, claims, damages or expenses resulting from your failure to make
payment or cancellation as aforesaid.
(d) You agree to purchase Shares only through us or from your Customers.
Purchases through us shall be made only for the purpose of covering Purchase
Orders already received from your Customers or for your bona fide investment.
Purchases from your Customers, if any, shall be at a price that is not less than
the applicable net asset value quoted by the Funds at the time of such purchase
as determined in the manner set forth in the Prospectuses. All transactions in
Shares shall be subject to the terms and provisions set forth in the
Prospectuses.
(e) Shares purchased hereunder will not be issued in certificated form
except where permitted by the applicable Prospectus, upon written request by you
or your Customer, and only when payment and proper registration or transfer
instructions have been received by the Funds or their Transfer Agent.
4. Representation Regarding The Accuracy Of Customer Instructions
If a Customer's account with a Fund is established without the Customer
signing an Account Application, you represent that the instructions relating to
the registration and shareholder options selected (whether on the Account
Application, in some other document or orally) are in accordance with the
Customer's instructions, and you shall be responsible to the Funds, their
Transfer Agent and us for any losses, claims, damages or expenses resulting from
acting upon such instructions.
5. You Are Not An Agent For Stephens Or The Funds
(a) You have no authority whatsoever to act as agent for, partner of, or
participant in, a joint venture with the Funds or us or any other member of the
Selling Group, and nothing in this Agreement shall constitute either of us the
agent of the other or shall constitute you, or the Funds the agent of each
other. In all transactions in Shares, you are acting as principal or as agent
for your Customer and we are acting as agent for the Funds and not as principal.
(b) Neither you nor any of your officers, employees or agents is authorized
to make any representations concerning us, the Funds or the Shares except those
contained in the Prospectuses and Statements of Additional Information, and in
Sales Literature provided by us or the Funds. In purchasing Shares through us,
you shall rely solely upon the representations contained in the Prospectuses,
the Statements of Additional Information and Sales Literature.
<PAGE>
6. Protection Against Unauthorized Use Of The Funds' Recordkeeping
Systems
You agree to provide such security as is necessary to prevent any
unauthorized use of the Funds' recordkeeping system, accessed via any computer
hardware or software provided to you by us or the Transfer Agent.
7. Compensation
(a) As compensation for your actions hereunder, you shall be entitled to
receive that portion of the sales load assessed on the purchase of Shares, if
any, by your Customers equal to the dealer allowance, as set forth in the
Prospectuses. Sales loads and dealer allowances shall take into account volume
discounts, rights of accumulation, letters of intent, certain reinvestments of
redemption proceeds, certain reductions for designated persons or groups and
exchanges and any other arrangements for the reduction or elimination of sales
loads and dealer allowances, all as described in the Prospectuses. You are
responsible for obtaining from your Customers such information as you deem
necessary to establish a reasonable basis for believing that the Customer is
eligible for any claimed reductions in or elimination of sales loads, and for
obtaining from your Customers requisite tax identification numbers and
certifications. By transmitting Purchase Orders to us or to the Funds' Transfer
Agent, you shall be deemed to have represented and warranted to us, the Funds,
and their Transfer Agent that you have a reasonable basis for believing, and do
believe, that the Customer is eligible for such reduction or elimination and
that, unless you advise us otherwise, you have obtained the requisite tax
identification numbers and certifications. You acknowledge that, if
substantially all sales loads are paid or re-allowed to you in connection with a
purchase of Shares through us, you may be deemed an "underwriter" of the Shares
under the 1933 Act.
(b) As further consideration for the sales support assistance provided by
you under Paragraph 2(b) hereof, we will pay to you, and you will accept as full
payment therefor, a periodic fee based upon a percentage of the average daily
net asset value of the Fund Shares attributable to you, as disclosed in the
governing Prospectus. Such fees shall be used primarily for sales support
services provided, and related expenses incurred, by you. The fee rate payable
to you may be prospectively increased or decreased at any time upon notice to
you.
(c) If any Shares are repurchased by or tendered for redemption to the Funds
within seven business days after acceptance by us or the Transfer Agent of the
Purchase Order for such Shares, you shall forfeit the right to and promptly
refund to us the full dealer allowance paid or re-allowed to you in connection
with the original Purchase Order.
8. Reports
You agree to provide us at least quarterly a written report of the
amounts expended by you in connection with the provision of the sales support
services referenced in Paragraph 2(b) hereof and the purposes for which such
expenditures were made. In addition, you agree to cooperate with us in
connection with the preparation of reports to the Board of Directors of the
Company and the Board of Trustees of the Trust or regulatory authorities
concerning this Agreement and the amounts expended pursuant hereto.
<PAGE>
9. Disclosures To Shareholders And Shareholder Voting
(a) You agree and warrant that the compensation payable to you under this
Agreement, together with any other compensation you receive in connection with
the investment of your Customers' assets in Shares, will be disclosed by you to
your Customers to the extent required by applicable laws and regulations, will
be authorized by your Customers and will not result in an excessive or
unreasonable fee to you.
(b) You agree that in the event an issue pertaining to this Agreement or any
distribution plan for the Shares adopted pursuant to Rule 12b-1 is submitted for
shareholder approval, and you have the authority to do so, you will vote any
Shares held for your own account in the same proportion as the vote of Shares
for your Customers' benefit.
10. Protection Against Unauthorized Use Of Customer Names
The names of your Customers are and shall remain your sole property and
shall not be used by us for any purpose except for servicing and informational
mailings in the normal course of business. The provisions of this paragraph
shall survive the termination of this Agreement.
11. Indemnification
(a) You agree to indemnify the Funds, their Transfer Agent and us for any
losses, claims, damages or expenses arising out of or in connection with any
wrongful act or omission by you, your representatives, agents or sub-agents not
in accordance with this Agreement, provided that such losses, claims, damages or
expenses were not caused by the indemnitees' willful misfeasance, bad faith or
gross negligence.
(b) We agree to indemnify you for any losses, claims, damages or expenses
arising out of or in connection with any wrongful act or omission by us,
provided that such losses, claims, damages or expenses were not caused by the
willful misfeasance, bad faith or gross negligence by you, your representatives,
agents or sub-agents.
(c) The provisions of this paragraph shall survive the termination of this
Agreement.
12. Amendment And Termination Of Agreement
(a) This Agreement shall become effective upon receipt by us of a signed
copy hereof, and shall cancel and supersede any and all prior Selling Group
Agreements or similar agreements or contracts relating to the distribution of
the Shares between you and the Funds or their distributor. We reserve the right
to amend this Agreement at any time. Any amendments to this Agreement shall be
deemed accepted by you, and will take effect with respect to, and on the date
of, any orders placed by you after the date set forth in any notice of amendment
sent by us to you.
<PAGE>
(b) This Agreement may be terminated upon written notice by either party at
any time, and shall automatically terminate upon its assignment by you, whether
by operation of law or otherwise, or by us otherwise than by operation of law.
We reserve the right to cancel this Agreement at any time without notice if any
Shares are offered for sale by you at less than the applicable public offering
price as set forth in the Prospectuses.
13. Notices
All communications to us shall be sent to us by first class mail,
postage prepaid, or by confirmed telefacsimile at 111 Center Street, Little
Rock, Arkansas 72201; telefacsimile (501) 377-2331. Any notice to you shall be
duly given if sent by first class mail, postage prepaid, or by confirmed
telefacsimile to you at your address or telefacsimile number as set forth on the
signature page hereof. Any party that changes its address or telefacsimile
number shall promptly notify the other party in accordance with the terms of
this paragraph.
14. Miscellaneous
(a) This Agreement is in all respects subject to statements regarding the
sale and repurchase or redemption of Shares made in the Prospectuses, and to the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.,
which shall control and override any provision to the contrary in this
Agreement. You further acknowledge that this Agreement has been entered into
pursuant to Rule 12b-1 under the 1940 Act, and is subject to the provisions of
that Rule as well as any other applicable rules and regulations promulgated by
the Securities and Exchange Commission.
(b) The sub-headings in this Agreement are for convenience only and are not
a part of the Agreement.
<PAGE>
15. Governing Law
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Arkansas without giving effect to principles of
conflict of laws.
Date: ___________________ STEPHENS INC.
By:
Title: ________________________________
The undersigned accepts this invitation to become a member of the Selling Group
and agrees to abide by the foregoing terms and conditions.
Print Firm Name: _________________________
Address: ______________________________
______________________________
______________________________
Telephone: (___) ______________________
Telefacsimile: (___) __________________
Date: ______________________
By: ___________________________________
Name: _________________________________
Title: ________________________________
Please execute this Agreement in duplicate
and return one copy to Stephens Inc.
EX.99B6(c)
SHAREHOLDER SERVICING AGREEMENT
NATIONS FUND
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement ("Agreement")
with you concerning the provision of administrative support services to your
clients ("Customers") who may from time to time beneficially own those shares
listed on Schedule I in one or more of the portfolios (collectively, the
"Funds") of Nations Fund Trust, Nations Fund, Inc. and Nations Fund Portfolios,
Inc. (collectively, "Nations Fund"). The shares listed on Schedule I are
collectively referred to herein as "Shares." The terms and conditions of this
Agreement are as follows:
1. Provision of Shareholder Services.
(a) You agree to provide the following administrative support services to
your Customers who may from time to time beneficially own Shares:1 (i)
aggregating and processing purchase and redemption requests for Shares from
Customers and transmitting promptly net purchase and redemption orders to our
distributor or transfer agent; (ii) providing Customers with a service that
invests the assets of their accounts in Shares pursuant to specific or
pre-authorized instructions; (iii) processing dividend and distribution payments
from Nations Fund on behalf of Customers; (iv) providing information
periodically to Customers showing their positions in Shares; (v) arranging for
bank wires; (vi) responding to Customers' inquiries concerning their investment
in Shares; (vii) providing subaccounting with respect to Shares beneficially
owned by Customers or the information to us necessary for subaccounting; (viii)
if required by law, forwarding shareholder communications from us (such as
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to Customers; (ix) forwarding to
Customers proxy statements and proxies containing any proposals regarding this
Agreement; (x) general shareholder liaison services; and (xi) providing such
other similar services as we may reasonably request to the extent you are
permitted to do so under applicable statutes, rules or regulations.
(b) All services rendered hereunder by you shall be performed in a
professional, competent and timely manner.
(c) You will provide such office space and equipment, telephone facilities
and personnel (which may be any part of the space, equipment and facilities
currently used in your business, or any personnel employed by you) as may be
reasonably necessary or beneficial in order to provide the administrative
support services contemplated hereby. You and your employees will, upon request,
be available during normal business hours to consult with us or our designees
concerning the performance of your responsibilities under this Agreement.
- ----------------------------
1 Services may be modified or omitted in the particular case and items
relettered or renumbered.
<PAGE>
(d) By your written acceptance of this Agreement, you represent, warrant
and agree that in no event will any of the services provided by you hereunder be
primarily intended to result in the sale of any shares issued by us.
2. Adherence to Applicable Law.
You will perform only those activities which are consistent with statutes
and regulations applicable to you. You will act solely as agent or, upon the
order of, and for the account of, your Customers.
3. Representations Regarding Nations Fund and Shares.
Neither you nor any of your officers, employees or agents are authorized
to make any representations concerning us or the Shares except those contained
in our then current prospectuses and statements of additional information, as
amended or supplemented from time to time, copies of which will be supplied by
us to you, or in such supplemental literature or advertising as may be
authorized by our distributor or us in writing.
4. Status of Servicing Agent.
(a) For all purposes of this Agreement you will be deemed to be an
independent contractors, and will have no authority to act as agent for us in
any matter or in any respect, except as expressly provided herein.
(b) We may, in our discretion and without notice, suspend or withdraw the
sale of Shares of any and all Funds, including the sale of Shares to you for the
account of any Customer or Customers.
5. Indemnification.
By your written acceptance of this Agreement, you agree to and do release,
indemnify and hold us harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of Shares (or orders relating to the same) by or on behalf of Customers.
6. Compensation.
(a) In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payment therefor, a
fee as described in the applicable then current prospectuses for the Shares. The
fee rate payable to you may be prospectively increased or decreased by us, in
our sole discretion, at any time upon notice to you.
2
<PAGE>
(b) Compensation payable under this Agreement is subject to, among other
things, the National Association of Securities Dealers, Inc. ("NASD") Rules of
Fair Practice governing receipt by NASD members of service fees from registered
investment companies (the "NASD Service Fee Rule"). Such compensation shall only
be paid if permissible under the NASD Service Fee Rule and shall not be payable
for services that are deemed to be distribution-related services.
7. Reports.
You agree to provide to us at least quarterly, a written report of the
amounts expended by you in connection with the provision of administrative
support services hereunder and the purposes for which such expenditures were
made. In addition, you will furnish us or our designees with such information as
we or they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors or legal counsel designated by us), in
connection with the preparation of reports to our Boards of Trustees/Directors
concerning this Agreement and the monies paid or payable by us pursuant hereto,
as well as any other reports or filings that may be required by law.
8. Agreement Not Exclusive.
We may enter into other similar Agreements with any other person or
persons without your consent.
9. Disclosure of Compensation.
You agree that the compensation payable to you hereunder, together with
any other compensation you receive in connection with the investment of your
Customers' assets in Share of the Funds, will be disclosed by you to your
Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not result in an excessive or unreasonable
fee to you.
10. Voting of Shares.
You agree that in the event an issue pertaining to this Agreement is
submitted for shareholder approval, and you have the authority from your
Customers to do so, you will vote any Shares held for your own account in the
same proportion as the vote of the Shares held for your Customers' benefit.
11. Compliance Standards.
You agree to conform to compliance standards adopted by Nations Fund or
its distributor as to when a class of shares in a Fund may be appropriately sold
to particular investors.
3
<PAGE>
12. Effective Date and Termination.
(a) This Agreement will become effective on the date a fully executed copy
of this Agreement is received by us or our designee and continues in effect
until terminated.
(b) This Agreement is terminable with respect to any series of Shares,
without penalty, at any time by us (which termination may be by a vote of a
majority of the disinterested Trustees of Nations Fund Trust, the disinterested
Directors of Nations Fund, Inc., or disinterested Directors of Nations Fund
Portfolios, Inc., as appropriate) or by you upon written notice to the other
party hereto.
13. Communications.
All notices and other communications to either you or us will be duly
given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a confirming copy by mail), or to such other address as either party shall
so provide in writing to the other.
14. Governing Law.
This Agreement will be construed in accordance with the internal laws of
the State of Maryland without giving effect to principles of conflict of laws,
and is nonassignable by the parties hereto.
15. Actions by Nations Fund Trust and Trustees.
The names "Nations Fund Trust" and "Trustees" refer respectively to the
trust created and the Trustees, as trustees but not individually or personally,
acting from time to time under a Declaration of Trust dated May 6, 1985 which is
hereby referred to and a copy of which is on file at the office of the State
Secretary of The Commonwealth of Massachusetts and at the principal office of
Nations Fund 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
Nations Fund Trust must look solely to the Trust Property belonging to such
class for the enforcement of any claims against Nations Fund Trust.
4
<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: 111 Center Street, Little Rock, Arkansas; Fax
No. (501) 377-2331; Attention: Mr. Richard H. Blank, Jr.
Very truly yours,
NATIONS FUND TRUST
Date: ________________________ By:_________________________
Name:_______________________
Title:______________________
NATIONS FUND, INC.
Date: ________________________ By:_________________________
Name:_______________________
Title:______________________
NATIONS FUND PORTFOLIOS, INC.
Date: ________________________ By:_________________________
Name:_______________________
Title:______________________
5
<PAGE>
Accepted and Agreed to:
Servicing Agent
----------------------------------
(Firm Name)
----------------------------------
(Address)
----------------------------------
(City) (State) (County)
Fax No._____________________
Attention:____________________
Date: ________________________ By: _______________________
Name:_____________________
Title:______________________
6
EX.99B6(d)
SHAREHOLDER ADMINISTRATION AGREEMENT
NATIONS FUND PORTFOLIOS, INC.
PRIMARY B SHARES
Ladies and Gentlemen:
We wish to enter into this Shareholder Administration Agreement
("Agreement") with you concerning the provision of administrative support
services to your clients ("Customers") who may from time to time beneficially
own Primary B Shares in certain portfolios (as listed on Exhibit I) (the
"Funds") of Nations Fund Portfolios, Inc. (the "Company").
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following administrative support
services to your Customers who may from time to time beneficially own Primary B
Shares:(1) (i) aggregating and processing purchase and redemption requests for
Primary B Shares from Customers and transmitting promptly net purchase and
redemption orders to our distributor or transfer agent; (ii) providing Customers
with a service that invests the assets of their accounts in Primary B Shares
pursuant to specific or pre-authorized instructions; (iii) processing dividend
and distribution payments from the Company on behalf of Customers; (iv)
providing information periodically to Customers showing their positions Primary
B Shares; (v) arranging for bank wires; (vi) responding to Customers' inquiries
concerning their investment in Primary B Shares; (vii) providing subaccounting
with respect to Primary B Shares beneficially owned by Customers or the
information to us necessary for subaccounting; (viii) if required by law,
forwarding shareholder communications from us (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to Customers; (ix) forwarding to Customers proxy statements and
proxies containing any proposals regarding this Agreement; (x) employee benefit
plan recordkeeping, administration, custody and trustee services; (xi) general
shareholder liaison services; and (xii) providing such other similar services as
we may reasonably request to the extent you are permitted to do so under
applicable statutes, rules or regulations. All services rendered hereunder by
you shall be performed in a professional, competent and timely manner.
Section 2. You will perform only those activities which are consistent
with statutes and regulations applicable to you. You will act solely as agent
or, upon the order of, and for the account of, your Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your
- ----------------------
(1) Services may be modified or omitted in the particular case and items
relettered or renumbered.
<PAGE>
business, or any personnel employed by you) as may be reasonably necessary or
beneficial in order to provide the administrative support services contemplated
hereby.
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us or the Primary B Shares
except those contained in our then current prospectuses and statements of
additional information, as amended or supplemented from time to time, copies of
which will be supplied by us to you, or in such supplemental literature or
advertising as may be authorized by the Distributor or us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us in any
matter or in any respect, except as provided herein. By your written acceptance
of this Agreement, you agree to and do release, indemnify and hold us harmless
from and against any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder or the purchase,
redemption, transfer or registration of Primary B Shares (or orders relating to
the same) by or on behalf of Customers. You and your employees will, upon
request, be available during normal business hours to consult with us or our
designees concerning the performance of your responsibilities under this
Agreement.
Section 6. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payments therefor, a
fee as described in the applicable then current prospectuses. The fee rate
payable to you may be prospectively increased or decreased by us, in our sole
discretion, at any time upon notice to you. Further, we may, in our discretion
and without notice, suspend or withdraw the sale of Primary B Shares of any and
all Funds, including the sale of Primary B Shares to you for the account of any
Customer or Customers. Compensation payable under this Agreement is subject to,
among other things, the National Association of Securities Dealers, Inc.
("NASD") Rules of Fair Practice governing receipt by NASD members of service
fees from registered investment companies. In this regard, in no event may the
portion of any fee payable hereunder that constitutes a "service fee," as that
term is defined in Article III, Section 26(b)(9) of the NASD's Rules of Fair
Practice, exceed 0.25% of the average daily net asset value of the Primary B
Shares of a Fund.
Section 7. You agree to provide to us at least quarterly, a written report
of the amounts expended by you in connection with the provision of
administrative support services hereunder and the purposes for which such
expenditures were made. In addition, you will furnish us or our designees with
such information as we or they may reasonably request (including, without
limitation, periodic certifications confirming the provision to Customers of the
services described herein), and will otherwise cooperate with us and our
designees (including, without limitation, any auditors or legal counsel
designated by us), in connection with the preparation of reports to our Board of
Directors concerning this Agreement and the monies paid or payable by us
pursuant hereto, as well as any other reports or filings that may be required by
law.
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
2
<PAGE>
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; (ii) the compensation payable to you hereunder, together with any other
compensation you receive in connection with the investment of your Customers'
assets in Primary B Shares of the Funds, will be disclosed by you to your
Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not result in an excessive or unreasonable
fee to you and (iii) in the event an issue pertaining to this Agreement is
submitted for shareholder approval, and you have the authority from your
Customer to do so, you will vote any Primary B Shares held for your own account
in the same proportion as the vote of the Primary B Shares held for your
Customers' benefit.
Section 10. You agree to conform to compliance standards adopted by the
Company or its distributor as to when a class of shares in a Fund may be
appropriately sold to particular investors.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee and continues
in effect until terminated. This Agreement is terminable with respect to any
series of Primary B Shares, without penalty, at any time by us (which
termination may be by a vote of a majority of the disinterested Directors of the
Company) or by you upon written notice to the other party hereto.
Section 12. All notices and other communications to either you or us will
be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a confirming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the
internal laws of The State of Maryland without giving effect to principles of
conflict of laws, and is nonassignable by the parties hereto.
3
<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: 111 Center Street, Little Rock, Arkansas
72201; Fax No. (501) 377-2331; Attention: Mr. Richard H. Blank, Jr.
Very truly yours,
NATIONS FUND PORTFOLIOS, INC.
Date: ____________________ By: _____________________________
Name: ___________________________
Title: ____________________________
Accepted and Agreed to:
Servicing Agent
---------------------------------
(Firm Name)
---------------------------------
(Address)
---------------------------------
(City) (State) (County)
Fax No.__________________________
Attention:_______________________
Date: ____________________ By: _____________________________
Name: ___________________________
Title: ____________________________
4
<PAGE>
EXHIBIT I
NATIONS FUND PORTFOLIOS, INC.
Nations Global Government Income Fund
Nations Pacific Growth Fund
Nations Emerging Markets Fund
5
EX.99B9(a)
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 F; and
WHEREAS, the Transfer Agent and NationsBank, N.A. (Carolinas)
("NationsBank") have entered into a Facilities Management Agreement ("Facilities
Agreement") dated June 1, 1995 pursuant to which the Transfer Agent has
established a servicing and processing center to provide transfer agent services
on behalf of the Funds in Charlotte, North Carolina (the "Charlotte Facility").
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Funds and the Transfer Agent agree as follows:
Article 1 Definitions
1.1. Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, or other similar organizational
document as the case may be, of a Fund as the same may be amended from
time to time.
1
<PAGE>
(b) "Authorized Person" of a Fund shall be deemed to include (i) any
authorized officer of the Fund; (ii) the members of the Joint Operations
Board (as hereinafter defined); or (iii) any person, whether or not such
person is an officer or employee of the Fund, duly authorized to give Oral
Instructions or Written Instructions on behalf of the Fund as indicated in
writing to the Transfer Agent from time to time.
(c) "Board of Directors" of a Fund shall mean the Board of Directors
or Board of Trustees of the Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange Commission.
(e) "Custodian" of a Fund refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement.
(f) "Joint Operations Board" shall mean the joint board comprised of
one senior representative from the Transfer Agent, one individual
designated by the Funds jointly to represent their respective interests
and the most senior Transfer Agent manager of the Charlotte Facility.
(g) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, all as amended from time to
time.
(h) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an Authorized Person;
(i) "Prospectus" of a Fund shall mean collectively the most recently
dated Fund Prospectuses and Statements of Additional Information,
including any supplements thereto, if any, with respect to each Portfolio
of the Fund which have become effective under the Securities Act of 1933
and the 1940 Act.
(j) "Shares" of a Fund refers collectively to such shares of capital
stock or beneficial interest, as the case may be, or class thereof, of the
Fund as may be issued from time to time.
(k) "Shareholder" shall mean a record owner of Shares.
(l) "Written Instructions" shall mean a written communication signed
by a person reasonably believed by the Transfer Agent to be an Authorized
Person and actually received by the Transfer Agent. Written Instructions
shall include manually executed originals and authorized electronic
transmissions, including telefacsimile of a manually executed original or
other process.
2
<PAGE>
Article 2 Appointment of the Transfer Agent
2.1. Each Fund hereby appoints and constitutes the Transfer Agent as
transfer agent and dividend disbursing agent for Shares of the Fund and the
Transfer Agent hereby accepts such appointments and agrees to perform the duties
hereinafter set forth.
Article 3 Duties of the Transfer Agent
3.1. The Transfer Agent shall be responsible for:
(a) Administering and performing the customary services of a transfer
agent; agent in connection with dividend and distribution functions; and
agent in connection with shareholder account and administrative functions
in connection with the issuance, transfer and redemption or repurchase
(including coordination with the Custodian) of Shares, as more fully
described in the written schedule of Duties of the Transfer Agent annexed
hereto as Schedule A and incorporated herein, and in accordance with the
terms of each Fund's Prospectus, applicable law and the procedures
established from time to time between the Transfer Agent and the Funds.
(b) Recording the issuance of Shares and maintaining pursuant to
Commission Rule 17Ad-10(e) a record of the total number of Shares which
are authorized, based upon data provided to it by each Fund, and issued
and outstanding. The Transfer Agent shall provide each Fund on a regular
basis with the total number of Shares which are authorized and issued and
outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of
any laws relating to the legality or validity of the issue or sale of such
Shares, which functions shall be the sole responsibility of the Fund.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for: (i) the legality of the
issuance or sale of any Shares or the sufficiency of the amount to be
received therefor; (ii) the legality of the redemption of any Shares, or
the propriety of the amount to be paid therefor; (iii) the legality of the
declaration of any dividend by the Board of Directors, or the legality of
the issuance of any Shares in payment of any dividend; or (iv) the
legality of any recapitalization or readjustment of the Shares.
3.2. In addition, each Fund shall verify the establishment of shares or
share transactions for each State prior to activation on the Transfer Agent's
system and thereafter monitor the daily activity of shares for each State based
upon daily transactions recorded by the Transfer Agent and transmitted to the
Fund or its designated agent. The responsibility of the Transfer Agent for a
Fund's blue sky State registration status is solely limited to the initial
establishment of shares or share transactions subject to blue sky compliance by
the Fund and the reporting of such transactions to the Fund as provided above.
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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 rely 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), and 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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8.3. In addition to the Costs and Margin described above, the Fund shall
reimburse the Transfer Agent, and will be billed separately for, those
out-of-pocket expenses incurred by the Transfer Agent in the performance of its
duties hereunder as specified in the written schedule of out-of-pocket expenses
annexed hereto as Schedule E and incorporated herein.
8.4. The Funds agree to pay all fees and out-of-pocket expenses within
thirty (30) days following the receipt of the respective invoice. The Funds
shall not be obligated to pay amounts that are reasonably in dispute until such
dispute is resolved.
Article 9 Documents
9.1. In connection with the appointment of the Transfer Agent, each Fund
shall, on or before the date this Agreement goes into effect, but in any case
within a reasonable period of time for the Transfer Agent to prepare to perform
its duties hereunder, deliver or cause to be delivered to the Transfer Agent the
documents set forth in the written schedule of Fund Documents annexed hereto as
Schedule F.
Article 10 Transfer Agent System
10.1. The Transfer Agent shall retain title to and ownership of any and
all data bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights utilized by the Transfer Agent in connection with
the services provided by the Transfer Agent to the Fund herein (the "Transfer
Agent System").
10.2. The Transfer Agent hereby grants to each Fund a limited license to
the Transfer Agent System for the sole and limited purpose of having the
Transfer Agent provide the services contemplated hereunder and nothing contained
in this Agreement shall be construed or interpreted otherwise and such license
shall immediately terminate upon the termination of this Agreement.
10.3. The Transfer Agent agrees to provide the Funds with full access to
the Transfer Agent System and all enhancements thereto to the same extent that
such is made available to other Transfer Agent clients.
10.4. In the event the Funds desire the Transfer Agent to develop any
enhancements for the Transfer Agent System, the parties shall agree on the
staffing requirements which will be subject to the approval of the Joint
Operations Board.
10.5. In the event the Funds request an enhancement to the Transfer Agent
System which is estimated to require 5,000 programming hours or more
("Enhancement Project") and the Funds agree to assume the cost of such
Enhancement Project, the Funds and the Transfer Agent shall agree in writing on
any restrictions imposed on the Transfer Agent with respect to the use of such
enhancement prior to commencement of the Enhancement Project.
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10.6. Each Fund reserves the right to review and examine "imaging" and
significant other technological developments to be implemented with the Transfer
Agent System from a technical feasibility standpoint.
Article 11 Representations and Warranties of the Transfer Agent
11.1. The Transfer Agent represents and warrants to each Fund that:
(a) It is a corporation duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(b) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
(c) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement;
(d) It is duly registered with the appropriate regulatory agencies as
a transfer agent and such registration will remain in effect for the
duration of this Agreement;
(e) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.
Article 12 Representations and Warranties of the Funds
12.1. Each Fund represents and warrants to the Transfer Agent that:
(a) It is duly organized and existing and in good standing under the
laws of the jurisdiction in which it is organized;
(b) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into this Agreement;
(c) All corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize it
to enter into this Agreement;
(d) A registration statement under the Securities Act of 1933, as
amended, is currently effective and will remain effective, and all
appropriate state securities law filings have been made and will continue
to be made, with respect to all Shares of the Fund being offered for sale;
(e) All outstanding Shares are validly issued, fully paid and
non-assessable and that, when Shares are hereafter issued in accordance
with the terms of the Fund's Articles of Incorporation and its Prospectus,
such Shares shall be validly issued, fully paid and non-assessable.
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Article 13 Indemnification
13.1. The Transfer Agent shall not be responsible for and each Fund shall
indemnify and hold the Transfer Agent harmless from and against any and all
claims, costs, expenses (including reasonable attorneys' fees), losses, damages,
charges, payments and liabilities of any sort or kind which may be asserted
against the Transfer Agent or for which the Transfer Agent may be held to be
liable (a "Claim") arising out of or attributable to any of the following:
(a) Any actions of the Transfer Agent required to be taken pursuant
to this Agreement for the Fund unless such Claim resulted from a negligent
act or failure to act or bad faith by the Transfer Agent in the
performance of its duties hereunder.
(b) The Transfer Agent's reasonable reliance on, or reasonable use of
information, data, records and documents (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm copies)
received by the Transfer Agent from the Fund, or any authorized third
party acting on behalf of the Fund, including but not limited to the prior
transfer agent for the Fund, in the performance of the Transfer Agent's
duties and obligations hereunder.
(c) The reliance on, or the implementation of, any Written or Oral
Instructions or any other instructions or requests of the Fund which are
deemed to be provided by an Authorized Person of the Fund.
(d) The offer or sales of Shares by the Fund in violation of any
requirement under the securities laws or regulations of any state that
such Shares be registered in such state or in violation of any stop order
or other determination or ruling by any state with respect to the offer or
sale of such Shares in such state.
(e) The Fund's refusal or failure to comply with the terms of this
Agreement, or any Claim which arises out of the Fund's negligence or
misconduct or the breach of any representation or warranty of the Fund
made herein.
13.2. In any case in which a Fund may be asked to indemnify or hold the
Transfer Agent harmless, the Transfer Agent will notify the Fund promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Fund although the failure to do
so shall not prevent recovery by the Transfer Agent, unless the Fund is actually
prejudiced thereby, and the Transfer Agent shall keep the Fund advised with
respect to all developments concerning such situation. The Fund shall have the
option to defend the Transfer Agent against any Claim which may be the subject
of this indemnification, and, in the event that the Fund so elects, such defense
shall be conducted by counsel chosen by the Fund and satisfactory to the
Transfer Agent, and thereupon the Fund shall take over complete defense of the
Claim and the Transfer Agent shall sustain no further legal or other expenses in
respect of such Claim. The Transfer Agent will not confess any Claim or make any
compromise in any case in which the Fund will be asked to provide
indemnification, except with the Fund's prior written consent. The obligations
of the parties hereto under this Article shall survive the termination of this
Agreement, so long as the Transfer Agent and the Fund act in good faith and are
not negligent in their actions.
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Article 14 Standard of Care
14.1. The Transfer Agent shall at all times act in good faith and agrees
to use its best efforts within commercially reasonable limits to ensure the
accuracy of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Funds unless said errors are caused by
the Transfer Agent's own negligence, bad faith or willful misconduct or that of
its employees.
Article 15 Consequential Damages
15.1. In no event and under no circumstances shall either a Fund or the
Transfer Agent be liable to another party for consequential or indirect loss of
profits, reputation or business or any other special damages under any provision
of this Agreement or for any act or failure to act hereunder.
Article 16 Term and Termination
16.1. This Agreement shall be effective on the date first written above
and shall continue for a period of sixty (60) months (the "Initial Term"),
unless earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive terms of
twenty-four (24) months ("Renewal Terms") each, unless terminated pursuant to
this Agreement.
16.2. The Funds or the Transfer Agent may terminate this Agreement at the
end of the Initial Term or at the end of any subsequent Renewal Term upon not
less than nine (9) months prior written notice to the other parties.
16.3. Upon a minimum of nine (9) months prior written notice from the
Boards of Directors of the Funds, the Funds may terminate this Agreement at the
end of the thirty-sixth (36th) or forty-eighth (48th) month of the Initial Term.
16.4. The Funds shall have the right to terminate this Agreement
immediately upon the insolvency or bankruptcy of the Transfer Agent or the
appointment of a receiver for the Transfer Agent, or with respect to any of its
assets, or any change in the financial condition of the Transfer Agent which
impedes the ability of the Transfer Agent to perform any of its obligations
hereunder which is not cured by the Transfer Agent within thirty (30) days of
such occurrence. The Funds shall have the right to seek to renegotiate this
Agreement and, if such negotiations are not successful within a reasonable
period of time, not to exceed ninety (90) days, to terminate this Agreement upon
the transfer of ownership of a controlling interest in the Transfer Agent by or
to any person other than a person who was an affiliate of the Transfer Agent or
its parent company immediately before the transfer.
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16.5. In the event that the total number of combined Shareholder accounts
for the Funds and any other open-end investment companies affiliated with the
Funds by reason of having a common investment adviser exceeds three times the
1994 Shareholder account base of 130,000 due to merger or acquisition activity
involving the investment adviser or any affiliates of the adviser, the Funds
shall have the right to terminate this Agreement upon (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 A, 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 A 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:
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(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 agents 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 Confidentiality Agreement;
(c) take appropriate action by instruction or agreement with the
employees and agents having access to Discloser's Confidential Information
to fulfill Recipient's obligations under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by using a
reasonable degree of care, but not less than that degree of care used by
Recipient in safeguarding its own similar confidential information or
material;
(e) use all of Discloser's Confidential Information solely for
purposes for which the Confidential Information was conveyed; and
(f) not disclose any of Discloser's Confidential Information, or
information derived therefrom, to third parties.
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18.3. Upon Discloser's request, Recipient shall surrender to Discloser all
memoranda, notes, records, drawings, manuals, and other documents or materials
(and all copies of same) relating to or containing Discloser's Confidential
Information. When Recipient returns the materials, Recipient shall certify in
writing that it has returned all materials containing or relating to the
Confidential Information.
18.4. The obligations of confidentiality and restriction on use in this
Article 18 shall not apply to any Confidential Information that Recipient
proves:
(a) Was in the public domain prior to the date of this Agreement or
subsequently came into the public domain through no fault of Recipient; or
(b) Was received by Recipient from a third party without Recipient's
knowledge that the third party was not legally entitled to disclose such
information; or
(c) Was already in Recipient's possession prior to receipt from
Discloser; or
(d) Is required to be disclosed in a judicial or administrative
proceeding after reasonable legal remedies for maintaining such
information in confidence have been exhausted including, but not limited
to, giving Discloser as much advance notice as practical of the
possibility of disclosure to allow Discloser to take appropriate legal
action to seek to prevent such disclosure; or
(e) Is subsequently and independently developed by Recipient's
employees, consultants or agents without reference to Confidential
Information.
18.5. The Funds and the Transfer Agent agree that money damages would not
be a sufficient remedy to an injured party for breach of this Article 18.
Accordingly, in addition to all other remedies that a party may have, a party
shall be entitled to specific performance and injunctive or other equitable
relief against another party as a remedy for any breach of the obligations set
forth in this Article 18. The parties agree to waive any requirement for a bond
in connection with any such injunctive or other equitable relief.
18.6. The rights and obligations established by this Article 18 shall
survive the termination of this Agreement.
Article 19 Force Majeure
19.1. In the event a party is unable to perform its obligations under the
terms of this Agreement because of acts of God or by reason of circumstances
beyond its control, including war, national emergencies, strikes, labor
difficulties, insurrection, riots or the failure or unavailability of
transportation or communication services or power supplies, such party shall not
be liable for damages incurred by any other party resulting from such failure to
perform. The above in no way relieves the Transfer Agent or the Funds of
responsibility for exercising all backup and contingency plans available and in
effect at such time and does not affect any other remedies that a party may have
under this Agreement.
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Article 20 Amendments
20.1. This Agreement may only be amended or modified by a written
instrument executed by all parties except that Schedule A may be amended in the
manner set forth in Section 17.1.
Article 21 Subcontracting
21.1. Each Fund agrees that the Transfer Agent, in its discretion, may
after notification to the Funds, subcontract for certain of the services to be
provided by the Transfer Agent under this Agreement or the Schedules hereto;
provided that the appointment of any such subcontractor shall not relieve the
Transfer Agent of its responsibilities hereunder.
Article 22 Arbitration
22.1. Any claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Charlotte, North Carolina in accordance with
its applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
22.2. The parties hereby agree that judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction.
22.3. The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 22.
Article 23 Notice
23.1. Any notice or other instrument authorized or required by this
Agreement to be given in writing to a party, shall be sufficiently given if
addressed to that party and received by it at its office set forth below or at
such other place as such party may from time to time designate in writing.
To either of the Funds:
[Name of Applicable Fund]
111 Center Street
Little Rock, Arkansas 72201
Attention: Corporate Secretary
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To the Transfer Agent:
The Shareholder Services Group
One Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: President
with a copy to:
General Counsel (same address)
Article 24 Successors
24.1. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns, provided, however, that
this Agreement shall not be assigned to any person other than a person
controlling, controlled by or under common control with the assignor without the
written consent of the other party, which consent shall not be unreasonably
withheld.
Article 25 Governing Law
25.1. This Agreement shall be governed exclusively by the laws of the
Commonwealth of Massachusetts without reference to the choice of law provisions
thereof. Subject to Article 22 hereof, each party hereto hereby (i) consents to
the personal jurisdiction of the Commonwealth of Massachusetts courts over the
parties hereto, hereby waiving any defense of lack of personal jurisdiction; and
(ii) appoints the person to whom notices hereunder are to be sent as agent for
service of process.
Article 26 Counterparts
26.1. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
Article 27 Captions
27.1. The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 28 Use of Transfer Agent/Fund Name
28.1. The Funds shall not use the name of the Transfer Agent in any
Prospectus, Statement of Additional Information, Shareholders' report, sales
literature or other material relating to the Fund in a manner not approved prior
thereto in writing by the Transfer Agent; provided, that the Transfer Agent need
only receive notice of all reasonable uses of its name which merely refer in
accurate terms to its appointment hereunder or which are required by any
government agency or applicable law or rule.
16
<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 F. 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.
17
<PAGE>
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
---------------------------
Title: Secretary
------------------------
NATIONS FUND TRUST
By: /s/ Richard H. Blank
---------------------------
Title: Secretary
------------------------
THE CAPITOL MUTUAL FUNDS
By: /s/ Richard H. Blank
---------------------------
Title: Secretary
------------------------
NATIONS FUND PORTFOLIOS, INC.
By: /s/ Richard H. Blank
---------------------------
Title: Secretary
------------------------
THE SHAREHOLDER SERVICES GROUP, INC.
By: _______________________
Title:_______________________
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 an 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 reply 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 as 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
[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 level
Closed End Funds
----------------
Financials 98%
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Certificate
Processing 98%
Maintenances 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.
<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.
EX.99.B9(b)
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (the "Agreement") is made as of July 1, 1995
by and between STEPHENS INC. ("Stephens") and NATIONS FUND PORTFOLIOS, INC., a
Maryland corporation (the "Company").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company desires to retain Stephens to render certain
administrative services for the investment portfolios of the Company listed on
Schedule I (individually, a "Fund" and collectively, the "Funds"), and Stephens
is willing to render such services; and
WHEREAS, the Company is retaining, pursuant to a separate
Co-Administration Agreement, The Shareholder Services Group, Inc. ("TSSG") to
perform certain other administrative services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints Stephens to act as
Administrator of the Funds and Stephens hereby accepts such appointment and
agrees to render such services and duties set forth in Paragraph 3, for the
compensation and on the terms herein provided. Absent written notification to
the contrary by either the Company or Stephens, each new investment portfolio
established in the future by the Company shall automatically become a "Fund" for
all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. The Company has furnished Stephens with copies
properly certified or authenticated of each of the following:
(a) The Company's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"), and under the 1940 Act, including any pre-effective and
post-effective amendments thereto 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.
The Company will furnish Stephens from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Company will provide Stephens with any other
documents that Stephens may reasonably request and will notify Stephens as soon
as possible of any matter materially affecting Stephens' performance of its
services under this Agreement.
1
<PAGE>
3. Duties as Administrator. Subject to the supervision and direction of
the Board of Directors of the Company, Stephens, as Administrator, will assist
in supervising various aspects of the Company's administrative operations and
undertakes to perform the following specific services from and after the
effective date of this Agreement:
(a) Maintaining office facilities (which may be in the offices of
Stephens or a corporate affiliate);
(b) Furnishing statistical and research data, data processing
services, clerical services, and internal executive and administrative services
and stationery and office supplies in connection with the foregoing;
(c) Furnishing corporate secretarial services, including
coordinating the preparation and distribution of materials for Board of
Directors meetings;
(d) Providing the services of certain persons who may be appointed
as officers of the Company by the Company's Board of Directors;
(e) Coordinating the provision of legal advice and counsel to the
Company with respect to regulatory matters, including monitoring regulatory and
legislative developments which may affect the Company and assisting in the
strategic response to such developments, counseling and assisting the Company in
routine regulatory examinations or investigations of the Company, and working
closely with outside counsel to the Company in connection with any litigation in
which the Company is involved;
(f) Coordinating the preparation of reports to the Company's
shareholders of record and the SEC including, but not necessarily limited to,
Annual Reports and Semi-Annual Reports to Shareholders and on Form N-SAR and
Notices pursuant to Rule 24f-2 under the 1940 Act;
(g) Coordinating with the Company and its Distributor regarding the
jurisdictions in which the Shares of the Company 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 Company or any Fund as a dealer or broker shall be made or
reimbursed by the Company or that Fund, respectively;
(h) Preparing and filing on a timely basis various reports,
registration statements and post-effective amendments thereto and other
documents required by federal, state and other applicable laws and regulations
other than those filed or required to be filed by the Adviser, TSSG, Transfer
Agent or Custodian;
(i) Preparing and filing on a timely basis the Company's Rule 24f-2
Notice;
2
<PAGE>
(j) Monitoring the development and implementation of compliance
procedures for the Company which will include, among other matters, monitoring
each Fund's status as a regulated investment company under Sub-Chapter M of the
Internal Revenue Code of 1986, as amended, and compliance by each Fund with its
investment objective, policies, restrictions, tax matters and applicable laws
and regulations; and
(k) Generally assisting in all aspects of the Company's operations.
In performing all services under this Agreement, Stephens shall (a) act in
conformity with the Company's Articles of Incorporation and By-Laws; the 1940
Act, the Investment Advisers Act of 1940 and other applicable laws, as the same
may be amended from time to time; and the Company's Registration Statement, as
such Registration Statement may be amended from time to time, (b) consult and
coordinate with legal counsel for the Company, as necessary and appropriate, and
(c) advise and report to the Company and its legal counsel, as necessary or
appropriate, with respect to any compliance or other matters that come to its
attention.
In connection with its duties under this Paragraph 3, Stephens may, at its
own expense, enter into subadministration agreements with other service
providers, provided that each such service provider agrees with Stephens to
comply with all relevant provisions of the 1940 Act and applicable rules and
regulations thereunder. Stephens will provide the Company with a copy of each
subadministration agreement it executes relating to the Company. Stephens will
be liable for acts or omissions of any such subadministrators under the
standards of care provided herein under Paragraph 5.
In addition to the services specifically identified above, Stephens shall
coordinate the provision of services to the Company by TSSG, the Transfer Agent
and the Custodian.
4. Compensation. Stephens shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 4(b) below.
(a) Stephens will from time to time employ or associate with itself
such person or persons as Stephens may believe to be particularly suited to
assist it in performing services under this Agreement. Such person or persons
may be officers and employees who are employed by both Stephens and the Company.
The compensation of such person or persons shall be paid by Stephens and no
obligation shall be incurred on behalf of the Company in such respect.
(b) Stephens shall not be required to pay any of the following
expenses incurred by the Company: investment advisory expenses, costs of
printing and mailing stock certificates, prospectuses, reports and notices;
interest on borrowed money; brokerage fees and commissions; taxes and fees
payable to Federal, state and other governmental agencies; fees of Directors of
the Company who are not affiliated with Stephens; outside auditing expenses;
outside legal expenses; fees of any other service provider to the Company (other
than a subadministrator engaged pursuant to Paragraph 3, and except for
transmitting the fees payable to TSSG pursuant to Paragraph 3(d)); or other
expenses not specified in this Section 4 which may be properly payable by the
Company and which are approved by the Company's President or Treasurer.
3
<PAGE>
(c) For the services to be rendered, the facilities to be furnished
and the payments to be made by Stephens, as provided for in this Agreement,
Stephens shall be compensated by the Company in accordance with the terms set
forth in the Fee Letter Agreement dated as of _________ __, 1995 between the
Company, Stephens and TSSG, as the same may be amended from time to time (the
"Fee Letter Agreement") provided, however, that any amendments to the Fee Letter
Agreement shall be presented for approval or ratification by the Directors at
the next regularly scheduled Board meeting.
(d) Stephens shall be authorized to receive, as agent for TSSG, the
fees payable by the Company to TSSG pursuant to the Fee Letter Agreement for
services provided by TSSG under its Co-Administration Agreement, and shall
promptly forward such fees to TSSG, provided that it shall only be required to
forward amounts actually received from the Company and shall have no other duty
to pay the same.
5. Limitation of Liabilities; Indemnification.
(a) Stephens shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from Stephens' willful misfeasance, bad faith or gross negligence in
the performance of such obligations and duties, or by reason of its reckless
disregard thereof. Any person, even though also an officer, Director, partner,
employee or agent of Stephens, shall be deemed, when rendering services to the
Company or acting on any business of the Company (other than services or
business in connection with Stephens' duties as Administrator hereunder), to be
acting solely for the Company and not as an officer, Director, partner, employee
or agent or one under the control or discretion of Stephens even though paid by
it.
(b) The Company, on behalf of each Fund, will indemnify Stephens
against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit relating to the particular Fund
and not resulting from the willful misfeasance, bad faith or gross negligence of
Stephens in the performance of such obligations and duties or by reason of its
reckless disregard thereof. Stephens will not confess any claim or settle or
make any compromise in any instance in which the Company will be asked to
provide indemnification, except with the Company's prior written consent. Any
amounts payable by the Company under this Section 5(b) shall be satisfied only
against the assets of the Fund involved in the claim, demand, action or suit and
not against the assets of any other investment portfolio of the Company.
6. Termination of Agreement.
(a) This Agreement shall become effective July 1, 1995 and shall
remain in full force and effect unless terminated pursuant to the provisions of
subsection (b) of this Section 6.
(b) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days' written notice, by vote of the holders of a majority
of the Board of Directors of the Company or by Stephens. Stephens will cooperate
with and assist the Company, its agents and any successor administrator or
administrators in the substitution/conversion process.
4
<PAGE>
(c) Section 8 shall survive this Agreement's termination.
7. Amendments. No provision of this Agreement may be changed,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change,
discharge or termination is sought.
8. Confidentiality. All books, records, information and data
pertaining to the business of the Company, its prior, present or
potential shareholders and the Adviser's customers that are
exchanged or received pursuant to the performance of Stephens'
duties under this Agreement shall remain confidential and shall not
be disclosed to any other person, except as specifically authorized
by the Company or as may be required by law, and shall not be used
for any purpose other than performance of its responsibilities and
duties hereunder.
9. Service to Other Companies or Accounts.
The Company acknowledges that Stephens now acts, will continue to
act and may act in the future as investment adviser to fiduciary and
other managed accounts, and as investment adviser, sub-investment
adviser and/or administrator to other investment companies or series
of investment companies, and the Company has no objection to
Stephens' so acting. The Company further acknowledges that the
persons employed by Stephens to assist in the performance of
Stephens' duties under this Agreement may not devote their full time
to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of Stephens or any affiliate
of Stephens to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
10. Miscellaneous
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or Stephens shall be
sufficiently given if addressed to that party and received by it at
its office set forth below or at such other place as it may from
time to time designate in writing.
To the Company:
Nations Fund Portfolios, Inc.
111 Center Street
Little Rock, Arkansas 72201
Attention: Secretary
5
<PAGE>
To Stephens:
Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Attention: R. Greg Feltus
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws of
the State of Arkansas.
(d) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement and the Fee Letter Agreement constitute the
entire agreement between the parties hereto with respect to the matters
described herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
STEPHENS INC.
By:/s/ R. Greg Feltus
----------------------------
Name: R. Greg Feltus
Title: Senior Vice President
NATIONS FUND PORTFOLIOS, INC.
By:/s/ A. Max Walker
----------------------------
Name: A. Max Walker
Title: President
6
<PAGE>
SCHEDULE I
1. Nations Global Government Income Fund
2. Nations Pacific Growth Fund
3. Nations Emerging Markets Fund
7
EX.99.B9(c)
CO-ADMINISTRATION AGREEMENT
THIS CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
_____________, 1995 by and between THE SHAREHOLDER SERVICES GROUP, INC., a
Massachusetts corporation ("TSSG"), and NATIONS FUND PORTFOLIOS, INC., a
Maryland Corporation, (the "Company").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Company desires to retain TSSG to render certain fund
accounting and related administrative services for the Company's investment
portfolios listed on Schedule I (individually, a "Fund" and collectively, the
"Funds") to provide administrative services, and TSSG is willing to render such
services; and
WHEREAS, the Company is retaining pursuant to a separate Administration
Agreement, Stephens Inc. ("Stephens") to provide certain other administration
services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints TSSG to act as
Co-Administrator of the Funds, and TSSG hereby accepts such appointment and
agrees to render such services and duties set forth in Paragraph 3, for the
compensation and on the terms herein provided. Absent written notification to
the contrary by either the Company or TSSG, each new investment portfolio
established in the future by the Company shall automatically become a "Fund" for
all purposes hereunder as if listed on Schedule I.
2. Delivery of Documents. The Company has furnished TSSG with copies
properly certified or authenticated of each of the following:
(a) The Company'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. [ ] and
811-[ ]), as filed with the Securities and Exchange Commission (the "SEC") on
______________ relating to the Funds' units or shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
The Company will furnish TSSG from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Company will provide TSSG with any other documents
that TSSG may reasonably request and will notify TSSG as soon as possible of any
matter materially affecting TSSG's performance of its services under this
Agreement.
1
<PAGE>
3. Duties as Co-Administrator. Subject to the supervision and direction of
the Board of Directors of the Company, TSSG, as Co-Administrator, will assist in
supervising various aspects of the Company'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 Company as may be required by Section 31(a)
of the 1940 Act and the rules thereunder). TSSG further agrees that all such
records which it maintains for the Company are the property of the Company and
further agrees to surrender promptly to the Company any of such records upon the
Company's request;
(b) Providing the services of certain persons who may be appointed as
Treasurer or Assistant Treasurer of the Company by the Company's Board of
Directors;
(c) Valuing each Fund's assets and calculating the net asset value and
the net income of the shares of each Fund in accordance with the Company's
current Prospectus(es) and resolutions of the Company's Board of Directors,
provided, that in performing such services, TSSG shall obtain security market
quotes from independent pricing services, or if such quotes are unavailable,
obtain such prices from the Adviser;
(d) Accumulating information for reports to the Company'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;
(e) Preparing and filing on a timely basis the Company's tax returns
and other tax filings;
(f) On the basis of information provided by the Company's investment
adviser to TSSG, performing monthly compliance testing with regard to the items
specified on Annex A, attached hereto and incorporated herein;
(g) Preparing and furnishing the Company with monthly broker security
transactions summaries and monthly security transaction listings and (at the
Company's request) with performance information (including yield and total
return information) calculated in accordance with applicable U.S. securities
laws and reporting to external databases such information as may reasonably be
requested; and
(h) Assisting the Company and its agents in their accumulation and
preparation of materials for Board of Directors meetings and for regulatory
examinations and inspections of the Company, however, only to the extent such
materials relate to the services being performed for the Company by TSSG.
2
<PAGE>
In performing all services under this Agreement, TSSG shall (a) act in
conformity with the Company's Articles of Incorporation and By-Laws; the 1940
Act, the Investment Advisers Act of 1940 and other applicable laws, as the same
may be amended from time to time; and the Company's Registration Statement, as
such Registration Statement may be amended from time to time, (b) consult and
coordinate with legal counsel for the Company, as necessary and appropriate, and
(c) advise and report to the Company and its legal counsel, as necessary or
appropriate, with respect to any compliance or other matters that come to its
attention.
In connection with its duties under this Paragraph 3, TSSG may, at its own
expense, enter into sub co-administration agreements with other service
providers, provided that each such service provider agrees with TSSG to comply
with all relevant provisions of the 1940 Act and applicable rules and
regulations thereunder. TSSG will provide the Company with a copy of each sub
co-administration agreement it executes relating to the Company. TSSG will be
liable for acts or omissions of any such sub co-administrators under the
standards of care provided herein under Paragraph 5.
In performing its services under this Agreement, TSSG shall cooperate and
coordinate with Stephens as necessary and appropriate and shall provide such
information as is reasonably necessary or appropriate for Stephens to perform
its responsibilities to the Company.
4. Compensation. TSSG shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
4(b) below.
(a) TSSG will from time to time employ or associate with itself such
person or persons as TSSG may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees who are employed by both TSSG and the Company. The compensation of
such person or persons shall be paid by TSSG and no obligation shall be incurred
on behalf of the Company in such respect.
(b) TSSG shall not be required to pay any of the following expenses
incurred by the Company: investment advisory expenses; costs of printing and
mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage fees and commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Directors of the Company
who are not affiliated with TSSG; outside auditing expenses; outside legal
expenses; fees of independent pricing services utilized by TSSG to value each
Fund's assets; or other expenses not specified in this Section 4 which may be
properly payable by the Company and which are approved by the Company's
President or Treasurer.
(c) For the services to be rendered, and expenses assumed by TSSG under
this Agreement the Company will pay to Stephens, for its services and as agent
for TSSG, a monthly fee in accordance with the terms set forth in the Fee Letter
Agreement dated as of _____________, 1995 among the Company, TSSG and Stephens
as the same may be amended from time to time (the "Fee Letter Agreement")
provided, however, that any amendments to the Fee Letter Agreement shall be
presented for approval or ratification by the Directors at the next regularly
scheduled Board meeting.
3
<PAGE>
(d) The Company will compensate TSSG for its services rendered pursuant
to this Agreement in accordance with the fees set forth above. Such fees do not
include out-of-pocket disbursements by TSSG for services that are not
specifically identified in Paragraph 3 above. Such out-of-pocket disbursements
may include, but are not limited to, costs associated with postage (including
overnight services), telephone, telecommunications (including facsimiles),
duplicating, pricing services and forms and supplies. TSSG shall not be
obligated to incur any out-of-pocket disbursements for services that are not
specifically identified in Paragraph 3 above, unless reasonably satisfactory
arrangements for the payment of such expenses are agreed to by the Company and
TSSG, prior to such expenses being incurred.
5. Limitation of Liability; Indemnification.
(a) TSSG shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Company in connection with the performance
of its obligations and duties under this Agreement, except a loss resulting from
TSSG's willful misfeasance, bad faith or gross negligence in the performance of
such obligations and duties, or by reason of its reckless disregard thereof. Any
person, even though also an officer, Director, partner, employee or agent of
TSSG, shall be deemed, when rendering services to the Company or acting on any
business of the Company (other than services or business in connection with
TSSG's duties as Co-Administrator hereunder), to be acting solely for the
Company and not as an officer, Director, partner, employee or agent or one under
the control or discretion of TSSG even though paid by it.
(b) The Company, on behalf of each Fund, will indemnify TSSG against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit relating to the particular Fund and not resulting
from the willful misfeasance, bad faith or gross negligence of TSSG in the
performance of such obligations and duties or by reason of its reckless
disregard thereof. TSSG will not confess any claim or settle or make any
compromise in any instance in which the Company will be asked to provide
indemnification, except with the Company's prior written consent. Any amounts
payable by the Company under this Section 5(b) shall be satisfied only against
the assets of the Fund involved in the claim, demand, action or suit and not
against the assets of any other investment portfolio of the Company.
6. Termination of Agreement.
(a) This Agreement shall become effective _____________, 1995 and shall
remain in full force and effect unless terminated pursuant to the provisions of
subsection (b) of this Section 6.
(b) This Agreement may be terminated at any time without payment of any
penalty, upon 60 days' written notice, by vote of the holders of a majority of
the Board of Directors of the Company or by TSSG. TSSG will cooperate with and
assist the Company, its agents and any successor administrator or administrators
in the substitution/conversion process.
4
<PAGE>
(c) Section 8 shall survive this Agreement's termination.
7. Amendments. No provision of this Agreement may be changed, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought.
8. Confidentiality. All books, records, information and data pertaining to
the business of the Company, its prior, present or potential shareholders and
the Adviser's customers that are exchanged or received pursuant to the
performance of TSSG's duties under this Agreement shall remain confidential and
shall not be disclosed to any other person, except as specifically authorized by
the Company or as may be required by law, and shall not be used for any purpose
other than performance of its responsibilities and duties hereunder.
9. Service to Other Companies or Accounts.
The Company acknowledges that TSSG now acts, will continue to act and may
act in the future as investment adviser to fiduciary and other managed accounts,
and as investment adviser, sub-investment adviser and/or administrator to other
investment companies or series of investment companies, and the Company has no
objection to TSSG's so acting. The Company further acknowledges that the persons
employed by TSSG to assist in the performance of TSSG'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 TSSG or any
affiliate of TSSG to engage in and devote time and attention to other businesses
or to render services of whatever kind or nature.
10. Miscellaneous
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or TSSG 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 Company:
Nations Fund Portfolios, Inc.
111 Center Street
Little Rock, Arkansas 72201
Attention: Secretary
5
<PAGE>
To TSSG:
The Shareholder Services Group, Inc.
One Exchange Place, BOS425
Boston, MA 02109
Attention: Patricia L. Bickimer, Esq.
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement and the Fee Letter Agreement constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
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 SHAREHOLDER SERVICES GROUP, INC.
By: ___________________________________
Name:
Title
NATIONS FUND PORTFOLIOS, INC.
By: ___________________________________
Name:
Title
6
<PAGE>
ANNEX A
TSSG shall perform the following compliance tests on a monthly basis
(based only on information received from the Company's investment adviser, the
accuracy of which will not be independently verified by TSSG):
1. The following tests derived from Sub-Chapter M of the Internal Revenue
Code of 1986, as amended:
(a) 90% gross income test;
(b) 30% short-three test; and
(c) asset diversification test.
2. The following tests derived from the Investment Company Act of 1940, as
amended:
(a) Asset diversification tests for both money market funds and non-money
market funds.
7
<PAGE>
SCHEDULE I
Nations Global Income Fund
Nations Pacific Growth Fund
Nations Emerging Markets Fund
8
EX.-99.B9(d)
CROSS INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 27th day of June, 1995, by and among
Nations Fund, Inc. (the "Company"), a Maryland corporation, Nations Fund Trust
(the "Trust"), a Massachusetts business trust and Nations Fund Portfolios, Inc.
("Nations Portfolios"), a Maryland corporation.
WHEREAS, the Company is an open-end management investment company
registered as such under the Investment Company Act of 1940 (the "1940 Act"),
currently consisting of five operating investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios; and
WHEREAS, the Trust is an open-end management investment company registered
as such under the 1940 Act, currently consisting of thirty-four operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, Nations Portfolios is an open-end management investment company
registered as such under the 1940 Act, currently consisting of three operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, the Company, the Trust and Nations Portfolios plan to offer, on a
continuous basis, shares of common stock, units of beneficial interest and
shares of common stock, respectively, in their investment portfolios
("Securities") in a combined set of prospectuses ("Prospectuses") and/or
preliminary prospectuses ("Preliminary Prospectuses") (such offering of
Securities to be hereinafter referred to as the "Joint Offering") and plan to
file, from time to time, such combined set of prospectuses and other materials
with the Securities and Exchange Commission ("SEC") (such filings with the SEC
to be referred to herein as the "Registration Statements");
NOW THEREFORE, the Company, the Trust and Nations Portfolios hereby agree
as follows:
(1) (a) The Company will indemnify and hold harmless the Trust and
Nations Portfolios against any losses, claims, damages or
liabilities, to which the Trust or Nations Portfolios may become
subject under the Securities Act of 1933 (the "Act"), the 1940 Act
or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Prospectuses, any Preliminary Prospectuses, the
Registration Statements, any other Prospectuses relating to the
Securities, or any amendments or supplements to the foregoing
(hereinafter referred to collectively as the "Offering Documents"),
or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make
1
<PAGE>
the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written
information furnished to the Trust or Nations Portfolios by the
Company expressly for use therein; and will reimburse the Trust and
Nations Portfolios for any legal or other expenses reasonably
incurred by the Trust or Nations Portfolios in connection with
investigating or defending any such action or claim; provided,
however, that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, or liability arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Offering
Documents in reliance upon and in conformity with written
information furnished to the Company by the Trust or Nations
Portfolios expressly for use in the Offering Documents.
(b) The Trust will indemnify and hold harmless the Company and
Nations Portfolios against any losses, claims, damages or
liabilities to which the Company or Nations Portfolios may become
subject under the Act, the 1940 Act, or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the
Offering Documents or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged
omission was made in the Offering Documents in reliance upon and in
conformity with written information furnished to the Company or
Nations Portfolios by the Trust expressly for use therein; and will
reimburse the Company and Nations Portfolios for any legal or other
expenses reasonably incurred by the Company or Nations Portfolios in
connection with investigating or defending any such action or claim;
provided, however, that the Trust shall not be liable in any such
case to the extent that any such loss, claim, damage, or liability
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Offering
Documents in reliance upon and in conformity with written
information furnished to the Trust by the Company or Nations
Portfolios expressly for use in the Offering Documents.
(c) Nations Portfolios will indemnify and hold harmless the Company
and the Trust against any losses, claims, damages or liabilities to
which the Company or the Trust may become subject under the Act, the
1940 Act, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a
material fact contained in the Offering Documents or arise out of or
are based upon the omission or alleged omission to state therein a
material fact required to be stated or necessary to make the
statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written
information furnished to the
2
<PAGE>
Company or the Trust by Nations Portfolios expressly for use
therein; and will reimburse the Company and the Trust for any legal
or other expenses reasonably incurred by the Company or the Trust in
connection with investigating or defending any such action or claim;
provided, however, that Nations Portfolios shall not be liable in
any such case to the extent that any such loss, claim, damage, or
liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in the
Offering Documents in reliance upon and in conformity with written
information furnished to Nations Portfolios by the Company or the
Trust for use in the Offering Documents.
(d) Promptly after receipt by an indemnified party under subsection
(a), (b) or (c) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party or parties under such subsection,
notify the indemnifying party or parties in writing of the
commencement thereof; but the omission to so notify the indemnifying
party or parties shall not relieve it or them from any liability
which it or they may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying
party or parties of the commencement thereof, the indemnifying party
or parties shall be entitled to participate therein and, to the
extent that either indemnifying party or both shall wish, to assume
the defense thereof, with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party or parties to
such indemnified party of its or their election so to assume the
defense thereof, the indemnifying party or parties shall not be
liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.
2. This agreement may be executed simultaneously in three or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed by their authorized officers designated below as of the day and
year first written above.
NATIONS FUND, INC.
By: /s/ A. Max Walker
---------------------------
A. Max Walker
Chairman of the Board of
Directors
NATIONS FUND TRUST
By: /s/ A. Max Walker
---------------------------
A. Max Walker
Chairman of the Board of
Trustees
NATIONS FUND PORTFOLIOS, INC.
By: /s/ A. Max Walker
---------------------------
A. Max Walker
Chairman of the Board of
Directors
4
EX.99.B15(a)
NATIONS FUND PORTFOLIOS, INC.
SHAREHOLDER SERVICING AND DISTRIBUTION PLAN
INVESTOR A SHARES
This Investor A Shareholder Servicing and Distribution Plan (the "Plan")
has been adopted by the Board of Directors of Nations Fund Portfolios, Inc. (the
"Company") in conformance with Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act").\
Section 1. Payments for Services. Under the terms of this Plan, the
Company may act as a distributor of the Shares of which a Fund is the issuer,
pursuant to Rule 12b-1 under the 1940 Act. The Company may incur as a
distributor of the Investor A Shares ("Shares") of each Fund listed on Exhibit A
(the "Funds") expenses of up to twenty-five one-hundredths of one percent
(0.25%) per annum of the average daily net assets of the Company attributable to
the Shares of the Funds.
Section 2. Expenses Covered by the Plan. Amounts set forth in Section 1
may be expended when and if authorized in advance by the Company's Board of
Directors. Such amounts may be used to finance any activity which is primarily
intended to result in the sale of the Shares, including, but not limited to,
expenses of organizing and conducting sales seminars, printing of prospectuses
and statements of additional information (and supplements thereto) and reports
for other than existing shareholders, preparation and distribution of
advertising material and sales literature, supplemental payments to the
Company's distributor (the "Distributor") and the cost of administering this
Plan, as well as 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 statement 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
(i) 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, and (B) Sales Support Agreements substantially in the form of Exhibit
B, for providing the services contemplated thereunder.
The shareholder servicing activities for which compensation may be
received under this Plan may include, among other things: (i) aggregating and
processing purchase and redemption requests and transmitting promptly net
purchase and redemption orders to the Distributor or transfer agent; (ii)
providing customers with a service that invests the assets of their accounts in
Shares pursuant to specific or pre-
<PAGE>
authorize 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
Company necessary for subaccounting; (viii) if required by law, forwarding
shareholder communications (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
customers; (ix) forwarding to customers proxy statements and proxies containing
any proposals regarding the Shareholder Servicing Agreement; (x) general
shareholder liaison services; and (xi) providing such other similar services as
the Company may reasonably request to the extent such firms are permitted to do
so under applicable statutes, rules or regulations.
Section 3. Limitations on Payments. No additional payments are to be made
by the Company on behalf of the Funds with respect to the Shares under this
Plan, provided that the Funds shall not be precluded from making the payments
such Fund is otherwise obligated to make (i) to its investment adviser or
sub-investment adviser pursuant to an Investment Advisory Agreement or a
Sub-Advisory Agreement, (ii) to its custodian pursuant to a Custody Agreement,
(iii) to its transfer agent pursuant to a Transfer Agency and Registrar
Agreement, (iv) to its administrator, pursuant to an Administration Agreement,
(v) to its co-administrator pursuant to a Co-Administration Agreement, (vi) to
Agents pursuant to Shareholder Servicing Agreements and (vii) for the expenses
otherwise incurred by a Fund and the Company on behalf of the Shares in the
normal conduct of such Fund's business pursuant to such Investment Advisory
Agreement, Sub-Advisory Agreement, Custody Agreement, Transfer Agency and
Registrar Agreement, Administration Agreement, Co-Administration Agreement and
the Shareholder Servicing Agreements. However, to the extent any payments by the
Company on behalf of a Fund to Agents; by its investment adviser, sub-investment
adviser, custodian, transfer agent, administrator, co-administrator, Agents or
any affiliate thereof, to any party, pursuant to any agreement; or, generally,
by the Company on behalf of a Fund to any party, are deemed to be payments for
the financing of any activity primarily intended to result in the sale of the
Shares within the context of Rule 12b-1 under the 1940 Act, then such payments
shall be deemed to be approved pursuant to this Plan as set forth herein.
Section 4. Reports of Distributor. The officers of the Company shall
report quarterly in writing to the Board of Directors on the amounts and purpose
of payments for any of the activities in Section 2 and shall furnish the Board
of Directors with such other information as the Board may reasonably request in
connection with such payments in order to enable the Board to make an informed
determination on the nature and value of such expenditures.
Section 5. Approval of Plan. This Plan shall continue in effect for a
period of more than one year from the date written below only so long as such
continuance is specifically approved at least annually by the Company's Board of
Directors, including the Directors who are not interested persons of the Company
and have no direct or indirect financial interest in the operation of this Plan
or in any Agreements related to this
2
<PAGE>
Plan ("Disinterested Directors"), by vote cast in person at a meeting called for
the purpose of voting on this Plan.
Section 6. Termination. This Plan may be terminated at any time by vote of
a majority of the Disinterested Directors or with respect to a particular Fund
by vote of a majority of the outstanding voting securities of the Shares of such
Fund, on not more than sixty (60) days' written notice to any other party to the
Plan.
Section 7. Amendments. This Plan may be amended at any time by the Board
of Directors provided that (a) any amendments to increase materially the costs
which a Fund's Investment 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 hereof.
Section 8. Selection/Nomination of Directors. So long as this Plan is in
effect, the selection and nomination of the Company's Disinterested Directors
shall be committed to the discretion of such Disinterested Directors.
Section 9. Governing Law. This Plan shall be subject to the laws of The
State of Maryland and shall be interpreted and construed to further promote the
operation of the Company as an open-end management investment company. As used
herein the terms "open-end management investment company," "assignment,"
"principal underwriter," "interested person," and "majority of the outstanding
voting securities" shall have the meanings set forth in the Securities Act of
1933, as amended or the 1940 Act, and the rules and regulations thereunder.
Section 10. Scope of Liability. Nothing herein shall be deemed to protect
the parties to any Agreement entered into pursuant to this Plan against any
liability to the Company or its shareholders to which they would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of their duties hereunder, or by reason of their reckless disregard
of their obligations and duties hereunder.
Section 11. Records. The Company will preserve copies of this Plan,
Agreements and any written reports regarding this Plan presented to the Board of
Directors for a period of not less than six years.
3
<PAGE>
EXHIBIT A
NATIONS FUND PORTFOLIOS, INC.
Nations Global Income Fund
Nations Pacific Growth Fund
Nations Emerging Markets Fund
4
EX.99.B15(b)
NATIONS FUND PORTFOLIOS, INC.
SHAREHOLDER SERVICING PLAN ("PLAN")
FOR INVESTOR C SHARES
Section 1. Each of the proper officers of Nations Fund Portfolios, Inc.
(the "Company") is authorized to execute and deliver, in the name and on behalf
of the Company, written agreements based substantially on the form attached
hereto as Appendix A or any other form that is (a) duly approved by the
Company's Board of Directors or (b) approved and entered into by the officers of
the Company with advice of counsel, and ratified by the Board of Directors
("Agreements") with broker/dealers, banks and other financial institutions that
are dealers of record or holders of record or which have a servicing
relationship with the beneficial owners of Investor C Shares ("Servicing
Agents") in any of the Company'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 Directors at the next
regularly scheduled Board Meeting. Pursuant to such Agreements, Servicing Agents
shall provide shareholder support services as set forth therein to their clients
who beneficially own Investor C 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 C Shares beneficially owned by or attributable to such
clients. Affiliates of the Company's distributor, administrator,
co-administrator and adviser are eligible to become Servicing Agents and to
receive fees under this Plan. All expenses incurred by a Fund in connection with
the Agreements and the implementation of this Plan shall be borne entirely by
the holders of the Investor C Shares of the particular Fund involved. If more
than one Fund is involved and these expenses are not directly attributable to
Investor C Shares of a particular Fund, then the expenses may be allocated
between or among the Investor C Shares of the Funds in a fair and equitable
manner.
Section 2. The Company's administrator and/or co-administrator shall
monitor the arrangements pertaining to the Company's Agreements with Servicing
Agents. The Company's administrator and co-administrator shall not, however, be
obligated by this Plan to recommend, and the Company shall not be obligated to
execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Company's administrator
and/or co-administrator shall provide to the Company's Board of Directors, and
the Directors shall review, at least quarterly, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures were
made.
Section 4. This Plan may be amended at any time with respect to any Fund
by the Company's Board of Directors, provided that any material amendment of the
terms of this Plan (including a material increase of the fee payable hereunder)
shall become effective only upon approval by a majority of the Board of
Directors, including a majority of the Directors who are not "interested
persons," as defined in the Investment Company Act of 1940, of the Company and
<PAGE>
have no direct or indirect financial interest in the operation of this Plan or
in any Agreement related to this Plan (the "Disinterested Directors") cast in
person at a meeting called for the purpose of voting on this Plan.
Section 5. This Plan is terminable at any time with respect to any Fund by
vote of a majority of the Disinterested Directors.
Section 6. While this Plan is in effect, the selection and nomination of
the Disinterested Directors shall be committed to the discretion of such
Disinterested Directors.
Section 7. The Company will preserve copies of this Plan, Agreements, and
any written reports regarding this Plan presented to the Board of Directors for
a period of not less than six years.
Adopted, as revised, on July 10, 1996.
2
<PAGE>
EXHIBIT I
Nations Global Government Income Fund
Nations Emerging Markets Fund
Nations Pacific Growth Fund
3
EX.99.B15(c)
NATIONS FUND PORTFOLIOS, INC.
DISTRIBUTION PLAN
INVESTOR C SHARES
This Portfolios Distribution Plan (this "Plan") has been adopted by the
Board of Directors of Nations Fund Portfolios, Inc. (the "Company") in
conformance with Rule 12b-1 under the Investment Company Act of 1940 (the "1940
Act").
Section 1. Payments for Distribution-Related Services. The Company may pay
its Distributor for certain expenses that are incurred in connection with the
support and distribution of Investor C Shares ("Shares") of the Company's funds,
as listed in Exhibit A (collectively, the "Funds"). Payments by the Company
under the Plan will be calculated daily and paid monthly at a rate or rates set
from time to time by the Company's Board of Directors, provided that no rate set
by the Board for any Fund may exceed the annual rate of 0.75% of the average
daily net asset value of Shares of the Funds. For purposes of determining the
payments payable under this Plan, the net asset value of the outstanding Shares
of the respective Funds shall be computed in the manner specified in the
Company's then current prospectuses and statement of additional information as
amended or supplemented from time to time for such Shares.
Section 2. Expenses Covered by Plan. Payments to the Distributor under
Section 1 of this Plan will be used by the Distributor (i) to compensate banks,
broker/dealers or other financial institutions that have entered into Sales
Support Agreements with the Distributor ("Selling Agents") for providing
distribution assistance relating to Shares, (ii) for promotional activities
intended to result in the sale of Shares such as by paying for the preparation,
printing and distribution of prospectuses for other than current Shareholders,
and (iii) to compensate Selling Agents for providing distribution services with
regard to their Customers who are, from time to time, beneficial, and record
owners of Shares.
Section 3. Distribution and Sales Support Agreements. Any officer of the
Company is authorized to execute and deliver, in the name and on behalf of the
Company, a written agreement with the Distributor in a form duly approved from
time to time by the Company's Board of Directors. Such agreement shall authorize
the Distributor to enter into written Sales Support Agreements, in substantially
the form attached hereto as Exhibit B ("Agreements"), with Selling Agents.
As used herein, promotional activities include, but are not limited to,
advertising via radio, television, newspapers, magazines and otherwise;
preparing, printing and mailing sales materials, brochures and prospectuses
(except for prospectuses used for regulatory purposes or for distribution to
existing shareholders).
Section 4. Limitations on Payments. Payment made by a particular Fund under
Section 1 must be for distribution or sales support services rendered for or on
behalf of such Fund.
<PAGE>
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 Company's Directors in accordance with Rule
12b-1 under the Act, expenses covered by this Plan may also include other
expenses the Distributor (or any other person) may incur in connection with the
distribution of the Company's Shares including, without limitation, expenditures
for telephone facilities and in-house telemarketing, or in connection with
shareholder servicing. Distribution service fees will not be used to pay any
interest expenses, carrying charges or other financing costs (except to the
extent permitted by the SEC). Distribution service fees will not be used to pay
any general or administrative expenses of the Distributor.
Except for the payments specified in Section 1, no additional payments are
to be made by the Company under this Plan, provided that nothing herein shall be
deemed to preclude the payments such Funds are otherwise obligated to make to
(i) their investment adviser or sub-investment adviser, pursuant to an
Investment Advisory Agreement or Sub-Advisory Agreement (ii) their custodian,
pursuant to a Custody Agreement, (iii) their transfer agent, pursuant to a
Transfer Agency and Registrar Agreement, (iv) their administrator, pursuant to
an Administration Agreement, (v) their co-administrator, pursuant to a
Co-Administration Agreement, (vi) Servicing Agents, pursuant to Shareholder
Servicing Agreements and (vii) for the expenses otherwise incurred by a Fund and
the Company on behalf of the Shares in the normal conduct of such Fund's
business pursuant to such Investment Advisory Agreement, Sub-Advisory Agreement,
Custody Agreement, Transfer Agency and Registrar Agreement, Administration
Agreement, Co-Administration Agreement and Shareholder Servicing Agreements. To
the extent any such payments by the Company on behalf of a Fund to its
investment adviser, sub-investment adviser, custodian, transfer agent,
administrator or co-administrator or Servicing Agents; by or its investment
adviser, sub-investment adviser, custodian, transfer agent, administrator or
co-administrator or Servicing Agents, or any affiliate thereof, to any party
pursuant to any agreement; or, generally, by the Company on behalf of a Fund to
any party, are deemed to be payments for the financing of any activity primarily
intended to result in the sale of the Shares within the context of Rule 12b-1
under the 1940 Act, then such payments shall be deemed to 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 Company shall not be obligated to pay the Distributor (or Selling
Agents) for any expenses not previously reimbursed by the Company or recovered
through contingent deferred sales charges.
2
<PAGE>
Notwithstanding anything herein to the contrary, no Fund shall be obligated
to make any payments under this Plan that exceed the maximum amounts payable
under Article III, Section 26 of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc.
Section 5. Reports of Distributor. So long as this Plan is in effect, the
Distributor shall provide to the Company's Officers and Board of Directors, and
the Directors shall review, at least quarterly, a written report of the amounts
expended by it pursuant to the Distribution Agreement, or by Selling Agents
pursuant to Sales Support Agreements, and the purposes for which such
expenditures were made.
Section 6. Approval of Plan. The Plan will become effective immediately, as
to any Fund's Shares, upon its approval by (a) a majority of the outstanding
Shares of such Fund, and (b) a majority of the Board of Directors, including a
majority of the Directors who are not "interested persons" (as defined in the
1940 Act) of the Company and who have no direct or indirect financial interest
in the operation of this Plan or in any agreements entered into in connection
with this Plan, pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
Section 7. Continuance of Plan. The Plan shall continue in effect for so
long as its continuance is specifically approved at least annually by the
Company's Board of Directors in the manner described in Section 6.
Section 8. Amendments. The Plan may be amended at any time by the Board of
Directors provided that (a) any amendment to increase materially the costs which
a Fund's Shares may bear for distribution pursuant to this Plan shall be
effective only upon approval by a vote of a majority of the outstanding Shares
of such Fund, and (b) any material amendments of the terms of this Plan shall
become effective only upon approval as provided in Section 6 hereof.
Section 9. Termination. The Plan is terminable, as to a Fund's Shares,
without penalty at any time by (a) a vote of a majority of the Directors who are
not "interested persons" (as defined in the 1940 Act) of the Company and who
have no direct or indirect financial interest in the operation of this Plan or
in any agreements entered into in connection with this Plan, or (b) a vote of a
majority of the outstanding Shares of such Fund.
Section 10. Selection/Nomination of Directors. While this Plan is in effect,
the selection and nomination of those Directors who are not "interested persons"
(as defined in the 1940 Act) of the Company shall be committed to the discretion
of such non-interested Directors.
Section 11. Records. The Company will preserve copies of this Plan,
Agreements, and any written reports regarding this Plan presented to the Board
of Directors for a period of not less than six years.
Section 12. Miscellaneous. The captions in this Plan are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
3
<PAGE>
EXHIBIT A
NATIONS FUND PORTFOLIOS, INC.
Nations Global Income Fund
Nations Pacific Growth Fund
Nations Emerging Markets Fund
EX.99.B15(d)
NATIONS FUND PORTFOLIOS, INC.
SHAREHOLDER SERVICING PLAN ("PLAN")
FOR INVESTOR B SHARES
Section 1. Each of the proper officers of Nations Fund Portfolios, Inc.
(the "Company") is authorized to execute and deliver, in the name and on behalf
of the Company, written agreements based substantially on the form attached
hereto as Appendix A or any other form that is (a) duly approved by the
Company's Board of Directors or (b) approved and entered into by the officers of
the Company with advice of counsel, and ratified by the Board of Directors
("Agreements") with broker/dealers, banks and other financial institutions that
are dealers of record or holders of record or which have a servicing
relationship with the beneficial owners of Investor B Shares (formerly Investor
N Shares) ("Servicing Agents") in any of the Company'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
Directors at the next regularly scheduled Board Meeting. Pursuant to such
Agreements, Servicing Agents shall provide shareholder support services as set
forth therein to their clients who beneficially own Investor 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 Investor B Shares beneficially owned by
or attributable to such clients. Affiliates of the Company's distributor,
administrator, co-administrator and adviser are eligible to become Servicing
Agents and to receive fees under this Plan. All expenses incurred by a Fund in
connection with the Agreements and the implementation of this Plan shall be
borne entirely by the holders of the Investor B Shares of the particular Fund
involved. If more than one Fund is involved and these expenses are not directly
attributable to Investor B Shares of a particular Fund, then the expenses may be
allocated between or among the Investor B Shares of the Funds in a fair and
equitable manner.
Section 2. The Company's administrator and/or co-administrator shall
monitor the arrangements pertaining to the Company's Agreements with Servicing
Agents. The Company's administrator and co-administrator shall not, however, be
obligated by this Plan to recommend, and the Company shall not be obligated to
execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Company's administrator
and/or co-administrator shall provide to the Company's Board of Directors, and
the Directors shall review, at least quarterly, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures were
made.
Section 4. This Plan may be amended at any time with respect to any Fund
by the Company's Board of Directors, provided that any material amendment of the
terms of this Plan (including a material increase of the fee payable hereunder)
shall become effective only upon approval by a majority of the Board of
Directors, including a majority of the Directors who are not "interested
persons," as defined in the Investment Company Act of 1940, of the Company and
<PAGE>
have no direct or indirect financial interest in the operation of this Plan or
in any Agreement related to this Plan (the "Disinterested Directors") cast in
person at a meeting called for the purpose of voting on this Plan.
Section 5. This Plan is terminable at any time with respect to any Fund by
vote of a majority of the Disinterested Directors.
Section 6. While this Plan is in effect, the selection and nomination of
the Disinterested Directors shall be committed to the discretion of such
Disinterested Directors.
Section 7. The Company will preserve copies of this Plan, Agreements, and
any written reports regarding this Plan presented to the Board of Directors for
a period of not less than six years.
Adopted, as revised, on July 10, 1996.
2
<PAGE>
EXHIBIT I
Nations Global Government Income Fund
Nations Emerging Markets Fund
Nations Pacific Growth Fund
EX-99.B15(e)
NATIONS FUND PORTFOLIOS, INC.
INVESTOR B DISTRIBUTION PLAN
This Investor B Distribution Plan (the "Plan") has been adopted by the
Board of Directors of Nations Fund Portfolios, Inc. (the "Company") in
conformance with Rule 12b-1 under the Investment Company Act of 1940 (the "1940
Act").
Section 1. Payments for Distribution-Related Services. The Company may
compensate or reimburse its Distributor for any activities or expenses primarily
intended to result in the sale of Investor B Shares of the Company's Funds, as
listed on Exhibit A (collectively, the "Funds" or, individually, a "Fund").
Payments by the Company under this Section of this Plan will be calculated daily
and paid monthly at a rate or rates set from time to time by the Company's Board
of Directors, provided that no rate set by the Board for any Fund may exceed, on
an annual basis, 0.75% of the average daily net asset value of a Fund's Investor
B Shares.
Section 2. Expenses Covered by Plan. The fees payable under Section 1 of
this Plan shall be used primarily to compensate or reimburse the Distributor for
distribution services provided by it, and related expenses incurred, including
payments by the Distributor to compensate or reimburse banks, broker/dealers or
other financial institutions that have entered into Sales Support Agreements
with the Distributor ("Selling Agents"), for sales support services provided,
and related expenses incurred, by such Selling Agents. Payments under Section 1
of this Plan may be made with respect to: preparation, printing and distribution
of prospectuses, sales literature and advertising materials by the Distributor
or, as applicable, Selling Agents, attributable to distribution or sales support
activities, respectively; commissions, incentive compensation or other
compensation to, and expenses of, account executives or other employees of the
Distributor or Selling Agents, attributable to distribution or sales support
activities, respectively; overhead and other office expenses of the Distributor
or Selling Agents, attributable to distribution or sales support activities,
respectively; opportunity costs relating to the foregoing (which may be
calculated as a carrying charge on the Distributor's or Selling Agents'
unreimbursed expenses incurred in connection with distribution or sales support
activities, respectively); and any other costs and expenses relating to
distribution or sales support activities. The overhead and other office expenses
referenced in this Section 2 may include, without limitation, (i) the expenses
of operating the Distributor's or Selling Agents' offices in connection with the
sale of Fund Shares, including lease costs, the salaries and employee benefit
costs of administrative, operations and support personnel, utility costs,
communication costs and the costs of stationery and supplies, (ii) the costs of
client sales seminars and travel related to distribution and sales support
activities, and (iii) other expenses relating to distribution and sales support
activities.
Section 3. Distribution and Sales Support Agreements. Any officer of the
Company is authorized to execute and deliver, in the name and on behalf of the
Company, a written agreement with the Distributor in a form duly approved from
time to time by the Company's Board of Directors. Such agreement shall authorize
the Distributor to enter into written Sales Support Agreements, in substantially
the form attached hereto as Exhibit B ("Agreements"), with Selling Agents.
<PAGE>
Section 4. Limitations on Payments. Payment made by a particular Fund
under Section 1 must be for distribution or sales support services rendered for
or on behalf of such Fund. However, joint distribution or sales support
financing with respect to the Funds (which financing may also involve other
investment portfolios or companies that are affiliated persons of such a person,
or affiliated persons of the Distributor) shall be permitted in accordance with
applicable regulations of the Securities and Exchange Commission as in effect
from time to time.
Except for the payments specified in Section 1, no additional payments are
to be made by the Company under this Plan, provided that nothing herein shall be
deemed to preclude the payments such Funds are otherwise obligated to make (i)
to their investment adviser or sub-investment adviser pursuant to an Investment
Advisory Agreement or Sub-Advisory Agreement, (ii) to their custodian pursuant
to a Custody Agreement, (iii) to their transfer agent pursuant to a Transfer
Agency and Registrar Agreement, (iv) to their administrator pursuant to an
Administration Agreement, (v) to their co-administrator pursuant to a
Co-Administration Agreement, (vi) to Servicing Agents pursuant to Shareholder
Servicing Agreements and (vii) for the expenses otherwise incurred by a Fund and
the Company on behalf of the Investor B Shares the normal conduct of such Fund's
business pursuant to such Investment Advisory Agreement, Sub-Advisory Agreement,
Custody Agreement, Transfer Agency and Registrar Agreement, Administration
Agreement, Co-Administration Agreement and the Shareholder Servicing Agreements.
To the extent any such payments by the Company on behalf of a Fund to its
investment adviser, sub-investment adviser, custodian, transfer agent,
administrator or co-administrator or Servicing Agents; by its investment
adviser, sub-investment adviser, custodian, transfer agent, administrator or
co-administrator or Servicing Agents, or any affiliate thereof, to any party
pursuant to any agreement; or, generally, by the Company on behalf of a Fund to
any party, are deemed to be payments for the financing of any activity primarily
intended to result in the sale of the 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
Company shall not be obligated to pay the Distributor (or Selling Agents) for
any expenses not previously reimbursed by the Company or recovered through
contingent deferred sales charges.
Notwithstanding anything herein to the contrary, no Fund shall be
obligated to make any payments under this Plan that exceed the maximum amounts
payable under Article III, Section 26 of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
Section 5. Reports of Distributor. So long as this Plan is in effect, the
Distributor shall provide to the Company's Officers and Board of Directors, and
the Directors shall review at least quarterly, a written report of the amounts
expended by it pursuant to the Distribution Agreement, or by Selling Agents
pursuant to Sales Support Agreements, and the purposes for which such
expenditures were made.
<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
Directors, including a majority of the Directors who are not "interested
persons" (as defined in the 1940 Act) of the Company and who have no direct or
indirect financial interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote cast in person at
a meeting called for the purpose of voting on the approval of this Plan.
Section 7. Continuance of Plan. This Plan shall continue in effect for so
long as its continuance is specifically approved at least annually by the
Company's Board of Directors in the manner described in Section 6.
Section 8. Amendments. This Plan may be amended at any time by the Board
of Directors provided that (a) any amendment to increase materially the costs
which a Fund's Investor B Shares may bear for distribution pursuant to this Plan
shall be effective only upon approval by a vote of a majority of the outstanding
Investor B Shares of such Fund, and (b) any material amendments of the terms of
this Plan shall become effective only upon approval as provided in Section 6
hereof.
Section 9. Termination. This Plan is terminable, as to a Fund's Investor B
Shares, without penalty at any time by (a) a vote of a majority of the Directors
who are not "interested persons" (as defined in the 1940 Act) of the Company and
who have no direct or indirect financial interest in the operation of this Plan
or in any agreements entered into in connection with this Plan, or (b) a vote of
a majority of the outstanding Investor B Shares of such Fund.
Section 10. Selection/Nomination of Directors. While this Plan is in
effect, the selection and nomination of those Directors who are not "interested
persons" (as defined in the 1940 Act) of the Company shall be committed to the
discretion of such non-interested Directors.
Section 11. Records. The Company will preserve copies of this Plan, and
any Agreements and written reports regarding this Plan presented to the Board of
Directors for a period of not less than six years.
Section 12. Miscellaneous. The captions in this Plan are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
<PAGE>
EXHIBIT A
NATIONS FUND PORTFOLIOS, INC.
Nations Global Income Fund
Nations Pacific Growth Fund
Nations Emerging Markets Fund
EX.99.B15(f)
NATIONS FUND PORTFOLIOS, INC.
SHAREHOLDER ADMINISTRATION
PLAN ("PLAN") FOR PRIMARY B SHARES
Section 1. Each of the proper officers of Nations Fund Portfolios, Inc.
(the "Company") is authorized to execute and deliver, in the name and on behalf
of the Company, written agreements based substantially on the form attached
hereto as Appendix A or any other form duly approved by the Company's Board of
Directors ("Agreements") with broker/dealers, banks and other financial
institutions that are dealers of record or holders of record or which have a
servicing relationship with the beneficial owners of Primary B Shares
("Servicing Agents") in any of the Company'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
Directors at the next regularly scheduled Board Meeting. Pursuant to such
Agreements, Servicing Agents shall provide shareholder support services as set
forth therein to their clients who beneficially own Primary B Shares of the
Funds in consideration of a fee, computed monthly in the manner set forth in the
applicable Fund's then current prospectus, at an annual rate of up to 0.60% of
the average daily net asset value of the Primary B Shares beneficially owned by
or attributable to such clients, provided that in no event may the portion of
such fee that constitutes a "service fee," as that term is defined in Article
III, Section 26(b)(9) of the Rules of Fair Practice of the National Association
of Securities Dealers, Inc., exceed 0.25% of the average daily net asset value
of such Primary B Shares of a Fund. Affiliates of the Company's distributor,
administrator, co-administrator and adviser are eligible to become Servicing
Agents and to receive fees under this Plan. All expenses incurred by a Fund in
connection with the Agreements and the implementation of this Plan shall be
borne entirely by the holders of the Primary B Shares of the particular Fund
involved. If more than one Fund is involved and these expenses are not directly
attributable to Primary B Shares of a particular Fund, then the expenses may be
allocated between or among the Primary B Shares of the Funds in a fair and
equitable manner.
Section 2. The Company's administrator and/or co-administrator shall
monitor the arrangements pertaining to the Company's Agreements with Servicing
Agents. The Company's administrator and co-administrator shall not, however, be
obligated by this Plan to recommend, and the Company shall not be obligated to
execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Company's distributor
shall provide to the Company's Board of Directors, and the Directors shall
review, at least quarterly, a written report of the amounts expended pursuant to
this Plan and the purposes for which such expenditures were made.
Section 4. Unless sooner terminated, this Plan shall continue in effect
for a period of one year from its date of execution and shall continue
thereafter for successive annual periods,
1
<PAGE>
provided that such continuance is specifically approved by a majority of the
Board of Directors, including a majority of the Directors who are not
"interested persons," as defined in the Investment Company Act of 1940 (the
"Act"), of the Company and have no direct or indirect financial interest in the
operation of this Plan or in any Agreement related to this Plan (the
"Disinterested Directors") cast in person at a meeting called for the purpose of
voting on this Plan.
Section 5. This Plan may be amended at any time with respect to any Fund
by the Company's Board of Directors, provided that any material amendment of the
terms of this Plan (including a material increase of the fee payable hereunder)
shall become effective only upon the approvals set forth in Section 4.
Section 6. This Plan is terminable at any time with respect to any Fund by
vote of a majority of the Disinterested Directors.
Section 7. While this Plan is in effect, the selection and nomination of
the Disinterested Directors shall be committed to the discretion of such
Disinterested Directors.
Section 8. To the extent that any portion of the fees payable under the
Agreements is deemed to be for services primarily intended to result in the sale
of Fund shares, such fees are deemed approved and may be paid pursuant to the
Plan and in accordance with Rule 12b-1 under the Act, provided that the
Agreements, to the extent they are deemed to relate to services primarily
intended to result in the sale of Fund shares, are approved and otherwise
treated in all respects as agreements related to the Plan.
Section 9. The Company will preserve copies of this Plan, Agreements, and
any written reports regarding this Plan presented to the Board of Directors for
a period of not less than six years.
2
<PAGE>
EXHIBIT I
NATIONS FUND PORTFOLIOS, INC.
Nations Global Income Fund
Nations Pacific Growth Fund
Nations Emerging Markets Fund
3
