EX-99.B6(d)
SHAREHOLDER ADMINISTRATION AGREEMENT
NATIONS FUND, INC.
TRUST 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 Trust B Shares in certain portfolios (as listed on
Exhibit I) (the "Funds") of Nations Fund, 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 Trust B Shares: (i) aggregating and processing purchase
and redemption requests for Trust 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 Trust 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
in Trust B Shares; (v) arranging for bank wires; (vi) responding to
Customers' inquiries concerning their investment in Trust B Shares;
(vii) providing subaccounting with respect to Trust 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) providing
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
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1 Services may be modified or omitted in the particular case and items
relettered or renumbered.
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
Trust 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 Trust 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 Trust B Shares of any and all Funds,
including the sale of Trust 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 Trust 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.
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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 Trust 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 Trust B Shares held for your own
account in the same proportion as the vote of the Trust 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 Trust 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.
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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: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Fax No. (▇▇▇) ▇▇▇-▇▇▇▇; Attention: ▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Very truly yours,
NATIONS FUND, INC.
Date: ____________________ By: _____________________________
Name: ___________________________
Title: ____________________________
Accepted and Agreed to:
Servicing Agent
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(Firm Name)
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(Address)
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(City) (State) (County)
Fax No.______________________
Attention:___________________
Date: ____________________ By: _____________________________
Name: ___________________________
Title: ____________________________
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EXHIBIT I
NATIONS FUND, INC.
Nations Equity Income Fund
Nations International Equity Fund
Nations Government Securities Fund
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