ARTICLES OF TRANSFER
BETWEEN
NATIONS FUND, INC.
(a Maryland Corporation)
and
NATIONS FUNDS TRUST
(a Delaware Business Trust)
NATIONS FUND, INC., a Maryland corporation, having its principal office in
the State of Maryland in Baltimore, Maryland (which is hereinafter called
"Transferor") and NATIONS FUNDS TRUST, a Delaware business trust, having its
principal office in the State of Arkansas in Little Rock, Arkansas (which is
hereinafter called "Transferee") hereby certify to the State Department of
Assessments and Taxation of Maryland that:
FIRST: Transferor agrees to sell and transfer to Transferee substantially
all of its property and assets, being all of the property and assets of each of
those of its investment portfolios listed on Schedule A hereto (the "Transferor
Funds"), as more fully described in this Article FIRST. The said transfer and
delivery to the Transferee, pursuant hereto, will be effective as of the
effective time set forth in Article EIGHTH. Both the Transferor and the
Transferee are registered as open-end investment companies under the Investment
Company Act of 1940 with assets allocated to separate investment portfolios.
Transferor agrees with respect to each of the Transferor Funds to convey,
transfer and deliver all of the assets of the Transferor Funds to the Transferee
with respect to the Transferee's investment portfolio set forth opposite the
particular Transferor Fund's name on Schedule A attached hereto (the "Transferee
Fund"). The terms and conditions of the sale and the manner of carrying the same
into effect are more particularly set forth in these Articles of Transfer (the
"Articles").
SECOND: The name of the Transferor is Nations Fund, Inc. The Transferor is
a corporation organized under the laws of the State of Maryland with its
principal office in Baltimore, Maryland. The Transferor does not own any
interest in land in Maryland. The name of the Transferee is Nations Funds Trust.
Transferee is a business trust organized under the laws of the State of
Delaware.
THIRD: Transferee was organized as a business trust under the laws of the
State of Delaware on October 22, 1999. It is not registered or qualified to do
business in the State of Maryland.
FOURTH: The address of the Transferee's principal place of business is 000
Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxx 00000.
FIFTH: The location of Transferee's principal office in Delaware is c/o
Corporation Trust Incorporated, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
The name and address of the Transferee's registered agent in the State of
Maryland for
purposes of Section 3-109 of the Maryland General Corporation Law
is the Corporation Trust Incorporated, 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxx, Xxxxxxxx 00000.
SIXTH: The terms and conditions of the transaction set forth in these
Articles were advised, authorized, and approved by Transferor and Transferee in
the manner and by the vote required by their respective Articles of
Incorporation and Amended and Restated Declaration of Trust and the laws of the
respective states in which they are organized. The manner of approval by the
Transferor and the Transferee was as follows:
(a) The Board of Directors of the Transferor, at a meeting duly held on
August 23-24, 2000, adopted resolutions which declared that the proposed
transaction was advisable on substantially the terms and conditions set forth,
or referred to in the resolutions, as described in these Articles, and directed
that the proposed transaction be submitted for consideration at a special
meeting of stockholders of the Transferor.
(b) Notice which stated that a purpose of the meeting was to act on the
proposed transaction was given by the Transferor to the stockholders of the
Transferor as required by law.
(c) At the stockholder meeting duly held on April 12, 2001, the proposed
transaction was approved by the holders of at least a majority of the shares of
each of the Transferor Funds.
(d) The Board of Trustees of Transferee, at a meeting duly held on August
23-24, 2000, adopted resolutions which approved the proposed transaction on
substantially the terms and conditions set forth, or referred to in the
resolutions, as described in these Articles.
SEVENTH: The nature and amount of the consideration to be paid, transferred
or issued by the Transferee for the property and assets of each of the
Transferor Funds is as follows:
(a) Transferee shall, on behalf of the Transferee Fund set forth on
Schedule A, (i) assume all liabilities of the corresponding Transferor Fund
identified on Schedule A, and (ii) issue to Transferor, for respective
distribution to the holders of shares of each Transferor Fund listed on Schedule
A, shares of the designated classes of the corresponding Transferee Fund set
forth on Schedule A, having, respectively, an aggregate net asset value equal to
the value of the assets attributable to the corresponding class of shares of the
Transferor Fund less the liabilities so attributable; and
(b) In exchange for the aforesaid distribution of shares of the designated
classes of the Transferee Fund to the holders of the corresponding classes of
the Transferor Funds, the shares of the Transferor Funds will be redeemed and
cancelled simultaneously therewith on the Transferor's books.
The foregoing terms, together with related terms and conditions, are
further set forth in an Agreement and Plan of Reorganization, dated as of
January 20, 2001, between
the Transferor and the Transferee, each on behalf of their respective funds
listed on Schedule A.
EIGHTH: These Articles of Transfer shall be effective upon filing.
IN WITNESS WHEREOF, the Transferor has caused these Articles of
Transfer to be signed in its name and on its behalf by its President and
witnessed by its Secretary as of June 8, 2001. The undersigned President of the
Transferor hereby acknowledges in the name and on behalf of the Transferor, the
foregoing Articles of Transfer to be the corporate act of the Transferor and
hereby states that to the best of his knowledge, information and belief, the
matters and facts set forth herein with respect to the authorization and
approval of the transaction provided for herein are true in all material
respects under the penalties of perjury.
WITNESS Nations Fund, Inc.
/s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ A. Xxx Xxxxxx
-------------------------- -------------------
Xxxxxxx X. Xxxxx, Xx. A. Xxx Xxxxxx
Secretary President and Chairman of the Board
of Directors
IN WITNESS WHEREOF, Transferee has caused these Articles of Transfer to
be signed in its name and on its behalf by at least a majority of its entire
Board of Trustees and witnessed by its Secretary as of June 8, 2001. The
undersigned President of Transferee hereby acknowledges in the name and on
behalf of Transferee, the foregoing Articles of Transfer to be the trust act of
Transferee, and hereby states that to the best of his knowledge, information and
belief, the matters and facts set forth herein with respect to the authorization
and approval of the transaction provided for herein are true in all material
respects under the penalties of perjury. These Articles may be signed in any
number of counterparts.
WITNESS Nations Funds Trust
/s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ A. Xxx Xxxxxx
-------------------------- -------------------
Xxxxxxx X. Xxxxx, Xx. A. Xxx Xxxxxx
Secretary President and Chairman of the
Board of Trustees
By: /s/ Xxxxxx X. Xxxxxx, III By: /s/ Xxxx X. Xxxxx, Xx.
--------------------------- ------------------------
Xxxxxx X. Xxxxxx, III, Trustee Xxxx X. Xxxxx, Xx., Trustee
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxxxx X. Pings
--------------------------- ------------------------
Xxxxxxx X. Xxxxxxxxxx, Trustee Xxxxxxxxx X. Pings, Trustee
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------- ----------------------
Xxxxx Xxxxx, Trustee Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------- -----------------------
Xxxxxxx X. Xxxxx, Trustee Xxxxxxx X. Xxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Word
---------------------- --------------------
Xxxxxx X. Xxxxxx, Trustee Xxxxxx X. Word, Trustee
SCHEDULE A
-------------------------------------------------------------- ------------------------------------------
Transferor Fund/Share Class Transferee Fund/Share Class
-------------------------------------------------------------- ------------------------------------------
Nations U. S. Government Bond Fund Nations Government Securities Fund
Primary A Shares Primary A Shares
Investor A Shares Investor A Shares
Investor B Shares Investor B Shares
Investor C Shares Investor C Shares
-------------------------------------------------------------- ------------------------------------------
Nations Government Securities Fund Nations Government Securities Fund
Primary A Shares Primary A Shares
Investor A Shares Investor A Shares
Investor B Shares Investor B Shares
Investor C Shares Investor C Shares
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