SUB-ADMINISTRATION AGREEMENT
NATIONS FUNDS TRUST
This SUB-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
January 1, 2003 by and among THE BANK OF NEW YORK ("BNY"), BACAP DISTRIBUTORS,
LLC ("BACAP Distributors") and NATIONS FUNDS TRUST (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, BACAP Distributors serves as the Administrator for the
investment portfolios of the Trust pursuant to a separate Administration
Agreement; and
WHEREAS, BACAP Distributors desires to retain BNY to render certain
sub-administrative services to the Trust and to BACAP Distributors, as
Administrator of the Trust, and BNY is willing to render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. Appointment and Duties as Sub-Administrator.
(a) BACAP Distributors hereby appoints BNY to act as
Sub-Administrator of the Trust and to render sub-administrative services for
each portfolio of the Trust listed on Schedule I (individually, a "Fund" and
collectively, the "Funds") and BNY hereby accepts such appointment and agrees to
render the services and duties set forth in Schedule II as it may be amended
from time to time, for the compensation and on the terms herein provided. Each
new investment portfolio established in the future by the Trust or BACAP
Distributors will become a "Fund" for all purposes hereunder when BNY receives a
revised Schedule I from BACAP Distributors or the Trust that includes such new
portfolio.
(b) Subject to the other provisions of this Section 1, in
performing all services under this Agreement, BNY shall (i) act in conformity
with the Trust's Declaration of Trust, the 1940 Act and the rules thereunder,
including but not limited to Rules 31a-1 to 31a-3, and other applicable laws and
regulations, as the same may be amended from time to time, and the Trust's
Registration Statement (defined below) as such Registration Statement may be
amended from time to time; (ii) consult and coordinate with BACAP Distributors
and the Trust, as necessary and appropriate; and (iii) advise and report to
BACAP Distributors and the Trust, as necessary or appropriate, with respect to
any compliance matters that come to its attention. In performing all services
under this Agreement BNY shall meet the minimum quality of service standards set
forth on Schedule III.
(c) The Trust has furnished BNY and BACAP Distributors with copies
properly certified or authenticated of each of the following: (i) the Trust's
Declaration of Trust or other
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organizational document and all amendments thereto (the "Declaration"); (ii)
votes of the Trust's Board of Trustees or other governing body (the "Board")
authorizing the execution, delivery and performance of this Agreement by the
Trust; (iii) the Trust's Registration Statement on Form N-1A (the "Registration
Statement") under the Securities Act of 1933, as amended, and under the 1940 Act
(File Nos. 333-89661 and 881-09645), as filed with the Securities and Exchange
Commission (the "SEC") relating to the Funds' shares of beneficial interest (the
"Shares"); (iv) the Funds' current prospectus(es); (v) the Funds' current
statement(s) of additional information; and (v) the pricing procedures
applicable to the calculation of the Funds' net asset values as approved by the
Trust's Board (the "Pricing Procedures"). It is solely the Trust's
responsibility to furnish BNY from time to time with copies, properly certified
or authenticated, of all amendments of or supplements to the foregoing, and BNY
will not be held to have knowledge of any such amendments or supplements until
the same are actually received by BNY. Furthermore, the Trust will provide BNY
with any other documents that BNY and BACAP Distributors may reasonably request
and will notify BNY and BACAP Distributors as soon as possible of any matter
materially affecting either BNY's or BACAP Distributors's performance of its
services under this Agreement.
(d) Subject to the direction and approval of the Trust's Board and
appropriate officers and the provisions of this Agreement, BNY shall provide to
each Fund the administrative services set forth on Schedule II attached hereto.
In performing such services hereunder, BNY shall provide, at its expense, office
space, facilities, equipment and personnel. BNY shall not provide any services
relating to the management, investment advisory or sub-advisory functions of any
Fund, distribution of shares of any Fund, maintenance of any Fund's financial
records (except as otherwise agreed by the parties) or any services normally
performed by the Funds' counsel or independent accountants. Upon receipt of the
Trust's prior written consent, BNY may delegate any of its duties and
obligations hereunder to any delegee or agent whenever and on such terms and
conditions as it deems necessary or appropriate. Unless expressly agreed in
writing, BNY shall not be relieved of liability or responsibility for the
performance of any duties or obligations delegated to a delegee or agent,
provided that BNY shall have no liability for duties or obligations that are
delegated to a delegee or agent at the instruction of the Trust or BACAP
Distributors. The Trust and BACAP Distributors shall cause their respective
officers, and shall use reasonable efforts to cause the Trust's or BACAP
Distributors's legal counsel, independent accountants, and transfer agent to
cooperate with BNY and to provide BNY, upon BNY's reasonable written request,
such information, documents and advice relating to such Fund as is within the
possession or knowledge of such persons, in order to enable BNY to perform its
duties hereunder. Such cooperation or provision of information, documents or
advice shall be at no cost to BNY, provided BNY's request is reasonable and
BACAP Distributors shall have been notified of the request. In connection with
its duties hereunder, BNY shall be entitled to reasonably rely upon any
documents relating to a Fund provided to BNY by any of the aforementioned
persons. BNY may apply to the Trust or BACAP Distributors for written
instructions with respect to any matter arising in connection with BNY's
performance hereunder. If, after a reasonable period of time, BNY receives no
response to any such application, BNY may then notify the Trust or BACAP
Distributors of reasonable action that BNY shall take if written instructions
are not received within a stated period of time after such notice, and then BNY
shall not be liable for taking such reasonable action as if written instructions
had been
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provided. BNY is entitled to reasonably rely and act in accordance with written
instructions believed to have been given by authorized persons and shall incur
no costs for such reasonable reliance. BNY shall have no duties or
responsibilities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement and Schedule II hereto, and no covenant
or obligation shall be implied against BNY in connection with this Agreement.
(e) The Trust and BACAP Distributors, for itself and not for the
others, hereby represents and warrants to BNY, which representations and
warranties shall be deemed to be continuing, that: (i) it is duly organized and
existing under the laws of the jurisdiction of its organization, with full power
to carry on its business as now conducted, to enter into this Agreement and to
perform its obligations hereunder; (ii) this Agreement has been duly authorized,
executed and delivered by it in accordance with all requisite action and
constitutes a valid and legally binding obligation, enforceable in accordance
with its terms; (iii) it is conducting its business substantially in compliance
with all applicable laws and regulations, both state and federal, and has
obtained all regulatory licenses, approvals and consents necessary to carry on
its business as now conducted; (iv) there is no statute, regulation, rule, order
or judgment binding on it and no provision of its Declaration, nor of any
mortgage, indenture, credit agreement or other contract binding on it or
affecting its property which would prohibit its execution or performance of this
Agreement; and (v) the Trust and BACAP Distributors will use reasonable efforts
to promptly notify BNY of any errors or omissions contained in any reports,
calculations, valuations and other items of information, provided that any
failure by the Trust or BACAP Distributors to detect any such errors or
omissions shall not relieve BNY of any resulting liability therefrom. To the
extent that BACAP Distributors has actual knowledge of any such error or
omission and fails to use reasonable efforts to promptly notify BNY, BNY shall
be relieved of any liability that BNY may have mitigated had BACAP Distributors
provided notice of such error or omission to BNY.
(f) BNY hereby represents and warrants to the Trust and BACAP
Distributors, which representations and warranties shall be deemed to be
continuing, that: (i) it is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement and to perform its obligations
hereunder; (ii) this Agreement has been duly authorized, executed and delivered
by it in accordance with all requisite action and constitutes a valid and
legally binding obligation, enforceable in accordance with its terms; and (iii)
it is conducting its business substantially in compliance with all applicable
laws and regulations, both state and federal, and has obtained all regulatory
licenses, approvals and consents necessary to carry on its business as now
conducted; there is no statute, regulation, rule, order or judgment binding on
it and no provision of its Charter, nor of any mortgage, indenture, credit
agreement or other contract binding on it or affecting its property which would
prohibit its execution or performance of this Agreement.
2. Compensation. For the services to be rendered, the facilities
to be furnished and the compensation and other expenses to be borne by BNY, as
provided for in this Agreement, BNY shall be entitled to receive a monthly fee
from BACAP Distributors and reimbursement for out-of-pocket expenses as set
forth in Schedule IV to this Agreement. It is understood that BACAP Distributors
shall be responsible for BNY's monthly fee for its services hereunder, and
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BNY agrees that it shall have no claim against the Trust or the Funds with
respect to compensation under this Agreement.
3. Recordkeeping. BNY shall, as agent for the Trust, and subject
to the direction and approval of the Trust's Board and the provisions of this
Agreement, maintain and keep current the books, accounts and other documents, if
any, pursuant to the services and duties provided by BNY as set forth in
Schedule II of this Agreement, and preserve any such books, accounts and other
documents in accordance with the applicable provisions of Rule 31a-2 of the 1940
Act. Such books, accounts and other documents shall be made available upon
reasonable request for inspection by officers, employees and auditors of the
Trust and BACAP Distributors during BNY's normal business hours. All records
maintained and preserved by BNY pursuant to this Agreement which the Trust is
required to maintain and preserve in accordance with Rule 31a-2 of the 1940 Act
shall be and remain the property of the Trust and shall be surrendered to the
Trust promptly upon request in the form in which such records have been
maintained and preserved. Upon reasonable request of the Trust, BNY shall
provide in data files or hard copy, whichever the Trust shall reasonably elect,
any records included in any such delivery which are maintained by BNY on a
computer disc, or are similarly maintained, and the Trust shall reimburse BNY
for its expenses of providing such hard copy.
4. Standard of Care; Indemnification.
(a) BNY shall at all times act in good faith and agrees to use its
best efforts to fulfill its obligations under this Agreement, but assumes no
responsibility for loss or damage to the Trust unless such loss or damage is
caused by BNY's own negligence, bad faith or willful misconduct or that of its
directors, officers or employees. BNY shall be responsible hereunder for all
direct damages resulting from its own negligence, bad faith or willful
misconduct, provided however that it shall not be responsible for lost profits
or lost business arising under or in connection with this Agreement. It is
understood and agreed that for purposes of this Section 4(a), "direct damages"
shall include, but shall not be limited to, all legal costs, penalties,
reimbursement for excess distribution and redemption payments, repurchasing
costs for servicing agents and reimbursement to the Funds for net asset value
breaks (as calculated under the Pricing Procedures).
(b) The Trust, on behalf of each Fund, will indemnify BNY against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses of a defense against
any claim, demand, action or suit), relating to the particular Fund and arising
from any one or more of the following: (i) errors in records or instructions,
explanations, information, specifications or documentation of any kind, as the
case may be, supplied to BNY by any person described in Section 1 hereof or by
any third party described in Section 5; (ii) action or inaction taken or omitted
to be taken by BNY pursuant to written or oral instructions described in this
Agreement (or otherwise without bad faith, negligence or willful misconduct);
(iii) any action taken or omitted to be taken by BNY in good faith in accordance
with the advice or opinion of counsel for a Fund, the Trust, BACAP Distributors
(obtained in accordance with the procedures set forth in this Agreement) or its
own counsel; (iv) any improper use by the Fund, the Trust, BACAP Distributors or
their respective agents, of any valuations or computations supplied by BNY
pursuant to this Agreement; (v) the
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method of valuation of the securities and the method of computing a Fund's net
asset value or any other amount computed by BNY hereunder, provided BNY has
followed the Pricing Procedures; and (vi) any valuation of securities, net asset
value or other amount provided by a Fund or BACAP Distributors. BNY will not
confess any claim or settle or make any compromise in any instance in which the
Trust will be asked to provide indemnification, except with the Trust's prior
written consent. Any amounts payable by the Trust under this Section 4(b) shall
be satisfied only against the assets of the Fund involved in the claim, demand,
action or suit and not against the assets of any other investment portfolio of
the Trust.
5. Fund Accounting Services.
(a) BNY, in performing the services required of it under the terms
of this Agreement, shall be entitled to rely fully on the accuracy and validity
of any and all instructions, explanations, information, specifications and
documentation furnished to it by a Fund and shall have no duty or obligation to
review the accuracy, validity or propriety of such instructions, explanations,
information, specifications or documentation, including, without limitation,
evaluations of securities; the amounts or formula for calculating the amounts
and times of accrual of Fund's liabilities and expenses; the amounts receivable
and the amounts payable on the sale or purchase of securities; and amounts
receivable or amounts payable for the sale or redemption of Fund shares effected
by or on behalf of the Fund. In the event BNY's computations hereunder rely, in
whole or in part, upon information, including, without limitation, bid, offer or
market values of securities or other assets, or accruals of interest or earnings
thereon, from a pricing or similar service utilized, or subscribed to, by BNY
which BNY in its judgment deems reliable, or any other third party pricing
source designated by the Trust, BNY shall not be responsible for, under any duty
to inquire into, or deemed to make any assurances with respect to, the accuracy
or completeness of such information. BNY shall not be required to inquire into
any valuation of securities or other assets by the Fund or any third party
described in this Section, even though BNY in performing services similar to the
services provided pursuant to this Agreement for others may receive different
valuations of the same or different securities of the same issuers.
(b) Subject to the provisions of this Agreement and the direction
and approval of the Trust's Board, BNY shall perform the computations described
in Schedule II at such times and dates and in the manner specified or described
in the then-current prospectus(es) of a Fund. To the extent valuation of
securities or a computation specified or described in a Fund's Pricing
Procedures or then-current effective prospectus(es) is at any time inconsistent
with any applicable laws or regulations, the Trust or BACAP Distributors shall
immediately so notify BNY in writing and thereafter shall furnish BNY at all
appropriate times with the values of such securities and such Fund's net asset
value or other amounts otherwise to be calculated by BNY, or, subject to the
prior approval of BNY, instruct BNY in writing to value securities and make such
computations in a manner which the Trust or BACAP Distributors then represents
in writing to be consistent with all applicable laws and regulations. The Trust
or BACAP Distributors may also from time to time, subject to the prior approval
of BNY, instruct BNY in writing to make computations other than as specified in
this Section of this Agreement. By giving such instruction, the Trust or BACAP
Distributors shall be deemed to have represented that such instruction is
consistent with all applicable laws and regulations and the then-current
effective prospectus(es) of the particular Fund. The Trust or BACAP Distributors
shall have sole
5
responsibility for determining the method of valuation of securities and the
method of computations, and all computations, valuation of securities and the
method of computing each Fund's net asset value shall be subject to approval by
the Trust and BACAP Distributors. BNY shall not be liable for relying on any
price provided by any pricing service believed by BNY to be reliable, and the
Trust or BACAP Distributors shall furnish values when the same are not available
from a pricing service utilized by BNY, with such furnishing to constitute an
instruction to BNY to rely on the provided values.
(c) BNY shall be responsible for determining and properly
reflecting in the computations made by it under this Agreement: (i) the taxable
nature of any distribution or amount received or deemed received by, or payable
to, a Fund; (ii) the taxable nature or effect on a Fund or its shareholders of
any corporate actions, class actions, tax reclaims, tax refunds, or similar
events; (iii) the taxable nature or taxable amount of any distribution or
dividend paid, payable or deemed paid, by a Fund to its shareholders; (iv) the
effect under any federal, state, or foreign income tax laws of a Fund making or
not making any distribution or dividend payment, or any election with respect
thereto; or (v) any tax accounting; provided, however, that if BNY is not
certain of the taxable nature, amount or effect of any such item, it may seek
instructions regarding the proper treatment of such item from the Trust or BACAP
Distributors in accordance with the procedures set forth in Section 1(e), above,
and shall have no liability for acting in reliance on such instructions.
6. Termination of Agreement.
(a) This Agreement shall become effective as of the date first set
forth above and shall remain in full force and effect unless terminated pursuant
to the provisions of Section 6(b).
(b) This Agreement may be terminated at any time without payment
of any penalty, upon 60 days' written notice to BNY, by BACAP Distributors or by
vote of the Board of the Trust, or upon 180 days' written notice to BACAP
Distributors and the Trust, by BNY. Upon any such termination, BNY will
cooperate with and assist the Trust, BACAP Distributors, their agents and any
successor administrator(s) or sub-administrator(s) in the
substitution/conversion process. In connection with any termination of this
Agreement, unless BNY is in breach of this Agreement, the Funds and BACAP
Distributors agree to pay BNY any compensation and reimbursement for
out-of-pocket expenses as may then be due and payable, as well as agreed-upon
out-of-pocket expenses incurred in connection with a termination. If BNY is in
breach of this Agreement, the Funds and BACAP Distributors may offset any
compensation or reimbursement amounts owed to BNY by the amount of damages,
costs and expenses incurred as a result of BNY's breach, including costs,
expenses and reasonable incremental fees for a period not to exceed one year
incurred in connection with a conversion by the Trust and BACAP Distributors to
a successor service provider. In the event of a dispute as to the amount of such
damages, the Funds and BACAP Distributors agree to escrow the set-off amount.
(c) Sections 4 and 8 shall survive this Agreement's termination.
7. Amendments. Except as expressly provided in the first
paragraph of Section 1, no provision of this Agreement may be amended or
modified orally, but only by an instrument in
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writing signed by the party against which enforcement of the amendment or
modification is sought.
8. Confidentiality. All books, records, information and data
pertaining to the business of the Trust, or its prior, present or potential
shareholders that are exchanged or received in connection with the performance
of BNY's duties under this Agreement shall remain confidential and shall not be
disclosed to any other person, except as specifically authorized by the Trust or
as may be required by law, and shall not be used for any purpose other than
performance of its responsibilities and duties hereunder, and except that BNY
retains the right to disclose matters subject to confidentiality to its
examiners, regulators, internal or external auditors, its accountants, its
internal and external counsel, and to any other entity whenever it is advised by
its internal or external counsel that it is reasonably likely that BNY would be
liable for a failure to do so. BNY will endeavor to provide written notice to
the Trust and BACAP Distributors at least five business days prior to any
disclosures pursuant to this Section 8, but, provided it shall have provided as
much notice as is reasonably practicable under the circumstances, BNY shall have
no liability for any failure to do so.
9. Service to Other Companies. The Trust and BACAP Distributors
acknowledge that BNY now provides, will continue to provide and may in the
future provide administrative or other services to other investment companies or
series of investment companies, and the Trust and BACAP Distributors have no
objection to BNY so doing. The Trust and BACAP Distributors further acknowledge
that the persons employed by BNY to assist in the performance of BNY's duties
under this Agreement may not devote their full time to such service and nothing
contained in this Agreement shall be deemed to limit or restrict the right of
BNY or any affiliate of BNY to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
10. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws
of the State of New York, without regard to conflict of laws principles thereof.
Each Fund, the Trust and BACAP Distributors hereby consent to the jurisdiction
of a state or federal court situated in New York City, New York in connection
with any dispute arising hereunder. To the extent that in any such jurisdiction
any of the aforementioned persons may now or hereafter be entitled to claim, for
itself or its assets, immunity from suit, execution, attachment (before or after
judgment) or other legal process, each irrevocably agrees not to claim, and it
hereby waives, such immunity.
(b) In case any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations shall not
in any way be affected or impaired thereby, and if any provision is inapplicable
to any person or circumstances, it shall nevertheless remain applicable to all
other persons and circumstances.
(c) Each and every right granted to BNY, the Trust or BACAP
Distributors hereunder or under any other document delivered hereunder or in
connection herewith, or allowed it by law or equity, shall be cumulative and may
be exercised from time to time. No failure on the part of
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BNY, the Trust or BACAP Distributors to exercise, and no delay in exercising,
any right will operate as a waiver thereof, nor will any single or partial
exercise by BNY, the Trust or BACAP Distributors of any right preclude any other
or future exercise thereof or the exercise of any other right.
(d) BNY shall not be responsible for delays or errors that occur
by reason of circumstances beyond its reasonable control in the performance of
its duties under this Agreement, provided that reasonable back-up and disaster
recovery systems are in place, including, without limitation, labor
difficulties, mechanical breakdowns, computer breakdowns or malfunctions
(hardware or software), flood or catastrophe, acts of God, failures of
transportation, communication or power supply, or other similar circumstances.
Nor shall BNY be responsible for delays or failures to supply the information or
services specified in this Agreement where such delays or failures are caused by
the failure of any person(s) other than BNY to supply any instructions,
explanations, information, specifications or documentation deemed necessary by
BNY in the performance of its duties under this Agreement.
(e) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust, BNY and/or BACAP Distributors
shall be sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
To the Trust:
Nations Funds Trust
One Bank of America Plaza
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Secretary
To BACAP Distributors:
BACAP Distributors, LLC
One Bank of America Plaza
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Secretary
To BNY:
The Bank of New York
00 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Grunston
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(f) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement may not be assigned by BNY, nor may BNY delegate
responsibility for the performance of any of its duties hereunder, without the
written consent of the other parties hereto.
(g) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(h) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(i) This Agreement constitutes the entire agreement between the
parties hereto with respect to the provision by BNY of sub-administrative
services and the receipt of fees therefor, and supersedes all prior arrangements
or understandings, written or oral, with respect to the provision by BNY of such
services and the receipt of fees therefor.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
THE BANK OF NEW YORK
By: /s/ Xxx Xxxxxx
--------------
Xxx Xxxxxx
Vice President
BACAP DISTRIBUTORS, LLC
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Xxxxxx X. Xxxxxx
Senior Vice President
Chief Operating Officer
NATIONS FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
President
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SCHEDULE I
1. Corporate Bond Portfolio
2. High Income Portfolio
3. Mortgage- and Asset-Backed Portfolio
4. Nations Asset Allocation Fund
5. Nations Bond Fund
6. Nations California Intermediate Municipal Bond Fund
7. Nations California Municipal Bond Fund
8. Nations California Tax-Exempt Reserves
9. Nations Capital Growth Fund
10. Nations Cash Reserves
11. Nations Convertible Securities Fund
12. Nations Florida Intermediate Municipal Bond Fund
13. Nations Florida Municipal Bond Fund
14. Nations Georgia Intermediate Municipal Bond Fund
15. Nations Global Value Fund
16. Nations Government Reserves
17. Nations Government Securities Fund
18. Nations High Yield Bond Fund
19. Nations Intermediate Bond Fund
20. Nations Intermediate Municipal Bond Fund
21. Nations International Equity Fund
22. Nations International Value Fund
23. Nations Kansas Municipal Income Fund
24. Nations LargeCap Index Fund
25. Nations LifeGoal Balanced Growth Portfolio
26. Nations LifeGoal Growth Portfolio
27. Nations LifeGoal Income and Growth Portfolio
28. Nations LargeCap Enhanced Core Fund
29. Nations Xxxxxxx 21st Century Fund
30. Nations Xxxxxxx Focused Equities Fund
31. Nations Xxxxxxx Growth Fund
32. Nations Xxxxxxx International Opportunities Fund
33. Nations Maryland Intermediate Municipal Bond Fund
34. Nations MidCap Growth Fund
35. Nations MidCap Index Fund
36. Nations MidCap Value Fund
37. Nations Money Market Reserves
38. Nations Municipal Income Fund
39. Nations Municipal Reserves
40. Nations New York Tax-Exempt Reserves
41. Nations North Carolina Intermediate Municipal Bond Fund
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42. Nations Short-Intermediate Government Fund
43. Nations Short-Term Income Fund
44. Nations Short-Term Municipal Income Fund
45. Nations SmallCap Index Fund
46. Nations SmallCap Value Fund
47. Nations Small Company Fund
48. Nations South Carolina Intermediate Municipal Bond Fund
49. Nations Strategic Growth Fund
50. Nations Strategic Income Fund
51. Nations Tax-Exempt Reserves
52. Nations Tennessee Intermediate Municipal Bond Fund
53. Nations Texas Intermediate Municipal Bond Fund
54. Nations Treasury Reserves
55. Nations Value Fund
56. Nations Virginia Intermediate Municipal Bond Fund
Approved: November 21, 2002
Last Amended: August 1, 2003
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IN WITNESS WHEREOF, the parties hereto have caused this amended
Schedule I to be executed by their officers designated below as of the 1st day
of August, 2003.
THE BANK OF NEW YORK
By: /s/ Xxx Xxxxxx
--------------
Xxx Xxxxxx
Vice President
BACAP DISTRIBUTORS, LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Chief Operating Officer,
Senior Vice President and
Chief Financial Officer
NATIONS FUNDS TRUST
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
Secretary
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SCHEDULE II
FUND ADMINISTRATION SERVICES
BNY shall perform the following sub-administrative services, in
addition to any other services agreed to from time to time:
- Monitor and document compliance by the Funds with their policies and
restrictions as delineated in their prospectuses and statements of
additional information, including any supplements or amendments thereto,
and with the rules and regulations under the 1940 Act utilizing Xxxxxxx
River Development's compliance monitoring system or by such other means as
the parties may agree. BACAP Distributors shall be responsible for
communicating such policies and restrictions, including any changes
thereto, to BNY by such means as the parties agree.
- Provide income attribution summary schedules necessary for year-end tax
reporting. Provide a gross up for foreign taxes on a per share basis and
the redesignation of income and capital gains on a per share basis.
- Prepare federal, state, excise and local income tax returns for the Funds
and file such returns upon the approval of the Funds' independent
accountants; monitor, report on and prepare periodic worksheet and tax
provision packages with respect to Sub-Chapter M qualifications; prepare
and file all Form 1099s with respect to the Funds' Trustees; monitor
compliance with Section 4982 of the Internal Revenue Code; calculate and
maintain records pertaining to original issue discount and premium
amortization as required; identify wash sales and all other book/tax
differences, and report results to the Funds' independent accountants and
Funds management; and such other duties relating to federal and/or state
tax compliance as the parties may agree. BNY shall be responsible for
providing all pertinent tax information to the Funds' independent
accountants.
- Prepare Return of Capital Statement of Position 93-2 adjustments.
- Support BACAP Distributors in its preparation of the schedules and provide
BACAP Distributors unaudited quarterly and semi-annual and audited annual
financial statements and schedules of Fund investments by providing,
without limitation, each Funds' schedule of investments and general ledger
in electronic format and/or hard copy, as required, and such other
information as may be necessary to complete such financial reports.
- Prepare statistical reports for outside information services (referenced in
Schedule V), and such other information services as the parties may agree,
including the ICI expense survey.
- Prepare calculations for capital gains pursuant to IRS rules in conjunction
with BACAP Distributors and the Funds' independent accountant.
- Attend Fund shareholder and Board of Trustees meetings as requested by
BACAP Distributors, including making such presentations as are appropriate,
and, with respect to the
II-1
Fund administration services described herein, provide such periodic and
special reports to the Trust and BACAP Distributors as the Trust and BACAP
Distributors shall reasonably request.
FUND ACCOUNTING SERVICES
BNY shall provide all accounting and recordkeeping services necessary
and appropriate for the business of the Funds, including but not limited to
those set forth below.
Required Records; Ledgers and Journals
BNY shall keep current the following accounts and records relating to
the business of the Funds, in such form as is required by the 1940 Act and the
rules thereunder, and generally accepted accounting principles, to support all
filings under applicable federal and state tax laws and regulations and as may
be mutually agreed to among the Trust, BACAP Distributors and BNY, and shall
make available to BACAP Distributors and/or the Trust upon request:
1. Cash Receipts Journal
2. Cash Disbursements Journal
3. Dividends Paid and Payable Schedule (book vs. tax basis)
4. Purchase and Sales Journals - Portfolio Securities
5. Realized/Unrealized Gain (Loss) Reports
6. Subscription and Redemption Journals
7. Security Ledgers - Transaction Report and Tax Lot Holdings Report
8. Broker Ledger - Commission Report
9. Daily Expense Accruals
10. Daily Interest Accruals
11. Daily Trial Balance
12. Portfolio Interest Receivable and Income Journal
13. Portfolio Dividend Receivable and Income Register
14. Listing of Portfolio Holdings - showing cost, market value and percentage
of portfolio comprised of each security
15. Aged Receivables (dividends, interest, tax reclaiming)
16. Portfolio Turnover Rate
17. Cash reconciliations
18. Position reconciliations
BNY will be responsible for maintaining, in accordance with Section 31
and the rules thereunder of the 1940 Act, all books and records so required and
generated in the course of performing their duties under this agreement.
Further, at a minimum, BNY shall maintain on-site the above referenced reports
as of each month end for the most recent fiscal year-ended and the current
fiscal year.
II-2
Daily Accounting Services
BNY shall perform the following services on each Business Day:
1. Calculate Net Asset Value (NAV), and Public Offering Price (POP) Per Share
Pursuant to SEC formulas:
- Update the valuation of security positions held by each Fund's
portfolio in accordance with the Fund's Pricing Procedures and any
other appropriate procedures established by the Board and BACAP
Distributors as BACAP Distributors shall provide BNY in writing
- When instructed by BACAP Distributors, enter manual prices supplied by
broker and link to pricing procedures
- Calculate each Fund's NAV/POP in accordance with the applicable Pricing
Procedures approved by the Trust's Board of Trustees and prepare NAV
proof sheet. Review components of change in NAV for reasonableness
based on the tolerance levels as BACAP Distributors shall direct BNY in
writing
- Review variance reporting for price changes in individual securities
using variance levels established by Fund and report to Fund portfolio
managers and to BACAP Distributors
- Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement
- Communicate required pricing and yield information (NAV/POP), as
appropriate, to BACAP Distributors, the Funds' transfer agent and
sub-transfer agent and, electronically, to NASDAQ and to such other
third parties as designated by the Funds with respect to its various
distribution channels. In addition, provide Fund share activity to
BACAP Distributors.
2. Dividend Rates/Yields/Dollar Weighted Average Maturity:
- Calculate, subject to the approval of BACAP Distributors, net
investment income available for distribution daily as appropriate
- Calculate daily dividend rate, and 1, 7, 30-day yields/SEC yields
- Calculate dollar weighted average maturity
3. Determine and Report Cash Availability:
- Receive daily cash and transaction statements from the Funds' custodian
- Complete daily bank cash reconciliations (including documentation of
any reconciling items) and notify the Funds' custodian
- Report investable cash to BACAP Distributors and Fund sub-advisers
4. Daily Expense Accruals:
- Accrue individual expenses on a daily basis based on Instructions
provided by BACAP Distributors, except for those instances where such
an adjustment would cause a full xxxxx break in NAV, in which case such
adjustment will be included in the calculation of NAV on the day
received
II-3
- If applicable, accrue daily amortization of organization expense as
instructed by BACAP Distributors
- If applicable, accrue daily Rule 12b-1 Plan expenses
- Adjust expense accruals as instructed by BACAP Distributors and provide
reports as requested by BACAP Distributors
5. Verify and Record All Daily Income Accruals for Debt Issues:
- Track income and provide year end tax schedules
- Review and verify all interest and amortization reports
- Periodic tie-out of receivables
- Ensure security masters denote proper interest and amortization methods
as per the fund set up sheets as instructed by BACAP Distributors
6. Monitor Securities:
- Review each Fund's portfolio holdings and current day's security trades
for dividend activity
- Interface with Funds' custodian for timely collection and postings of
corporate actions, dividends and interest pre-payments
7. Enter All Security Trades:
- Review verification of trade and interest calculations
- Verify settlement through custodian statements
- Maintain security ledger transaction reporting
- Maintain tax lot holdings
- Determine realized gains or losses on security trades
- Provide broker commission information
8. Enter All Fund Share Transactions:
- Periodically reconcile dividend payable amounts with the Funds'
transfer agent
- Process activity identified on transfer agent reports
- Verify settlement through custodian statements
- Reconcile to transfer agency report balances
- Process and track capital stock gain/loss activity
9. Prepare Daily Trial Balance:
- Post manual entries to general ledger
- Post custodian bank activity
- Require automated settled transactions between custody and activity
records (prepare, clear and post)
- Post shareholder and security transactions
II-4
- Post and verify income and expense accruals and resolve differences
- Prepare general ledger
- Post corporate action activity
10. Review and Reconcile Custodian Statements:
- Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. when requested
- Post all cash settlement activity to trial balance
- Reconcile to ending cash balance accounts
- Report to BACAP Distributors the status of past due items and failed
trades with the custodian
- Reconcile cash exception Income items, tax reclaims and past due income
items with custody area
11. Preparation of Accounting Reports:
- Price Variance Report
- Trial Balance
- Portfolio Valuation
- NAV Calculation Report
- Cash Availability
- Change in NAV
- Non-standard entries
- Stale Price Report
- Other such reports as may be reasonably requested by BACAP Distributors
Monthly/Quarterly Services
BNY shall provide the following services on a monthly or quarterly
basis, within such timeframe as may be mutually agreed upon by BNY, the Trust
and BACAP Distributors:
1. Submission of Monthly Accounting Reports as mutually agreed upon
2. Reconcile Asset Listing to Custodian Asset Listing
3. Provide Monthly Analysis and Reconciliation of Trial Balance Accounts
4. Prepare Documentation Supporting the Preparation of:
- SEC yield reporting
- Income by state reporting
- Standard Industry Code Valuation Report (please provide BACAP
Distributors's industry code classifications/is there a standard for
all Funds)
- Alternative Minimum Tax Income segregation schedule
II-5
5. Provide Upon Request Broker Commission and Net Trade Reports
Annual (and Semi-Annual) Accounting Services
BNY shall provide the following services on an annual and semi-annual
basis:
1. Supply auditors InvestOne reports supporting securities and shareholder
transactions, income and expense accruals, etc. during the year in
accordance with standard audit assistance requirements
2. Provide BACAP Distributors with information to assist BACAP Distributors in
the preparation of NSAR filings
Other Core Services
BNY shall provide the following services:
- Accrete discounts and amortize premiums to put and call events as
directed by BACAP Distributors and in a manner acceptable under
generally accepted accounting principles
- Process principal repayments on mortgage backed securities
- Update variable securities with current rates
- Process corporate action events through a primary vender feed, and
monitor results via Reuters, Bloomberg, or other available sources as
the parties may agree
- Perform automated portfolio pricing with a second vendor as requested
by BACAP Distributors
- Produce documents and respond to inquiries during account and SEC
examinations
Money Market Funds: Prepare daily xxxx to market reports and analysis
in compliance with Rule 2a-7 including:
- Calculating the daily portfolio weighted average maturity
- Report portfolio diversification based on trade/security information
provided by BACAP Distributors by:
Country, State, Tier, Liquidity, Asset Backed Securities,
Industry, Letter of Credit
- Listing percentage of portfolio maturing in specified intervals (i.e.,
number of days)
- Providing issuer and guarantor diversification exception reporting
II-6
International Funds: BNY shall provide the following services:
- Report in base and local currency
- Processing of tax liability on foreign income subject to approval of
BACAP Distributors
- Daily variance analysis performed on FX rates for security position
held
- Produce automated bifurcation reporting in compliance with IRC Section
988
- Xxxx to market security receivables and payables on a daily basis
- Determine portfolio exposure by country and currency
In addition to the above, BNY will provide additional support as agreed
upon from time to time (i.e., financial statement production).
II-7
SCHEDULE III
SERVICE LEVEL PERFORMANCE STANDARDS
--------------------------------------------------------------------------------
SERVICE STANDARD
--------------------------------------------------------------------------------
1. Daily Cash Availability - 100% accuracy and delivery by
9:00 a.m. EST for Money Market
Funds and 9:30 a.m. EST for all
others
- Compensation for univested cash
at Nations Cash Reserves' Mill
rate
--------------------------------------------------------------------------------
2. Calculation of daily NAVs - 100% accuracy by 5:00 p.m. EST
including pricing, expense
accruals, cash activity, manual
entries, S/H activity. Delivery
by 5:45 p.m. EST
--------------------------------------------------------------------------------
3. Review of daily NAVs - 100% review by 5:30 p.m. EST
- Review of NAV components for
reasonableness including
analysis of the change in the
NAV and the change in mill
rates.
- Review of price variance
report
- Review of manual proof
--------------------------------------------------------------------------------
4. NASDAQ Reporting - 100% accuracy and communication
by 5:45 p.m. EST
--------------------------------------------------------------------------------
5. Daily Pricing and Rate Report (DPRR) - 100% accuracy in nightly
transmission of DPRRs
- Money Market Funds-5:30 p.m.
EST
- All other Funds- 6:00 p.m. EST
--------------------------------------------------------------------------------
6. FundStation Report (SubM) - 100% accuracy and nightly
transmission by 7:00 p.m. EST
--------------------------------------------------------------------------------
7. Processing of trade tickets - 100% accuracy and processed by
T+1 if received by the following
cut-off times:
- All Funds (except
International) - 10:00 am
(T+1)
- International - 12:00 p.m.
(T+1)
- Same day settlements - 1:30
p.m.
--------------------------------------------------------------------------------
III-1
--------------------------------------------------------------------------------
SERVICE STANDARD
--------------------------------------------------------------------------------
8. Problem Resolution (general) - NAV impact analysis within 1 day
- Clear and timely communication of
100% of issues
- Ongoing Tracking
--------------------------------------------------------------------------------
9. Cash reconciliations - Performed daily and sent daily to
BACAP Distributors (Money Market
Funds) and sent weekly to BACAP
Distributors (all other funds)
- Issues communicated to BACAP
Distributors same day
- Outstanding items addressed
within 1 business day
--------------------------------------------------------------------------------
10. Position Reconciliations - Performed daily and sent weekly
to BACAP Distributors
- Issues communicated to BACAP
Distributors same day
- Open issues addressed within 2
business days
--------------------------------------------------------------------------------
11. Tax reporting
- Federal, state, tax returns - Tax provision package prepared
within time parameters as set by
- Tax provision packages including BACAP Distributors/Independent
Sub-M and excise tax amounts/ tax personnel (PWC)
distributions
- Estimates of tax requirements
- Identification of all book/tax prepared as required by BACAP
differences Distributors for proper tax
planning
- Capital gain estimate preparations
--------------------------------------------------------------------------------
12. Statistical Reports - Filed within the time parameters
as set forth by each statistical
service
--------------------------------------------------------------------------------
13. Expense accruals/payments - Payments made on the business day
written instructions from an
authorized signator received
- Expense accruals made with 100%
accuracy based upon written
instructions from BACAP
Distributors
--------------------------------------------------------------------------------
III-2
--------------------------------------------------------------------------------
SERVICE STANDARD
--------------------------------------------------------------------------------
14. Management Reports - Provided to BACAP Distributors
within 10 business days of month
end
--------------------------------------------------------------------------------
15. Year end tax reports - Provided to BACAP Distributors
within the time frame agreed to
--------------------------------------------------------------------------------
16. Annual/Semi-Annual Reports - Provide Trial Balance within 5
business days after
annual/semi-annual period
- Provide additional financial
statement support as agreed to
--------------------------------------------------------------------------------
17. Daily Reports - To be provided on the following
day
- Provide detailed portfolio
valuation
- Trial Balance
--------------------------------------------------------------------------------
18. Daily Cash Sweep - 100% accuracy and communication
by 2:00 p.m. EST
- AIM
- Nuveen
--------------------------------------------------------------------------------
19. Post Dividends / Corporate Actions - 100% accuracy and posted on
effective date
--------------------------------------------------------------------------------
20. Monthly Reconciliations - Complete reconciliations within
10 business days
--------------------------------------------------------------------------------
21. Reporting to Sub-Advisors - Provide nightly and other
periodic reporting to Nations
Funds Sub-Advisors
--------------------------------------------------------------------------------
22. Compliance - Provide compliance reports as
requested by BACAP Distributors
--------------------------------------------------------------------------------
III-3
SCHEDULE IV
(ATTACHED)
PORTFOLIO PRICING, FUND ACCOUNTING
AND SUB-FUND ADMINISTRATION FEE SCHEDULE
FOR NATIONSBANC MANAGED PORTFOLIOS
EFFECTIVE 12/1/98
MONEY MARKET FUNDS
1 1/4 basis point per annum on the first $3 billion of each
portfolio's average net assets;
1 basis point on the next $3 billion;
1/2 of one basis point on the next $4 billion;
1/4 of one basis point on the excess.
DOMESTIC EQUITY
6 basis points per annum on the first $1 billion of each
portfolio's average net assets;
4 basis points on the next $500 million;
2 basis points on the next $500 million;
1 basis point on the excess.
DOMESTIC FIXED INCOME
5 basis points per annum on the first $1 billion of each
portfolio's average net assets.
3 basis points on the next $500 million.
1 1/2 basis point on the next $500 million.
1/2 of one basis point on the excess.
INTERNATIONAL FUNDS
7 basis points per annum on the first $1 billion of each
portfolio's average net assets;
5 basis points on the next $500 million;
3 basis points on the next $500 million;
1 basis point on the excess.
PORTFOLIO PRICING, FUND ACCOUNTING
AND SUB-FUND ADMINISTRATION FEE SCHEDULE
FOR NATIONSBANC MANAGED PORTFOLIOS
EFFECTIVE 12/1/98
MULTIPLE CLASS CHARGES
$500 per month, per portfolio, for each additional class in excess of nine (9)
classes.
SYSTEM DEVELOPMENT/USAGE/SPECTRA REPORT WRITER
There will be no charges for developing systems interfaces with the Bank or for
on-going usage of any Bank systems related to fund accounting or administration
services.
ACCOUNTING OUT-OF-POCKET EXPENSES
The cost of prices for securities exclusively held by Nations obtained from
third party pricing vendors will be in addition to the above fees.
ADMINISTRATION OUT-OF-POCKET EXPENSES
These expenses are billed as they are incurred at cost. Out-of-pocket expenses
traditionally include, but are not limited to, cost associated with attendance
at Board Presentations, printing of shareholders reports, express mail charges,
etc.
BILLING CYCLE
The above fees will be billed on a monthly basis.
NATIONSBANC ADVISORS, INC. The Bank of New York
Approved by: Approved by: /s/ Xxx Xxxxxx
--------------
Name: Name: Xxx Xxxxxx
Title: Title: Vice President
Date: Date: May 7, 1999
NATIONSBANC MANAGED PORTFOLIOS
FUND ACCOUNTING AND SUB ADMINISTRATION FEE SCHEDULE
WHEN AGGREGATE ASSETS EXCEED $100 BILLION
FUND TYPE BASIS POINTS
--------- ------------
MONEY MARKET
First $2 billion 0.000100
Next $1 billion 0.000075
On excess (>$3.0 billion) 0.000025
DOMESTIC EQUITY
First $500 million 0.000550
Next $500 million 0.000450
Next $500 million 0.000250
Next $500 million 0.000150
On excess (>$2.0 billion) 0.000050
DOMESTIC FIXED INCOME
First $500 million 0.000450
Next $500 million 0.000350
Next $250 million 0.000225
Next $250 million 0.000100
On excess (>$1.5 billion) 0.000050
International
First $500 million 0.00060
Next $500 million 0.00050
Next $250 million 0.00040
Next $250 million 0.00030
On excess (>$1.5 billion) 0.00005
PORTFOLIO PRICING, FUND ACCOUNTING
AND SUB-FUND ADMINISTRATION FEE SCHEDULE
FOR
NATIONSBANC MANAGED PORTFOLIOS
(MULTI MANAGERS)
MULTI-MANAGERS
$22,000 per annum for each multi-manager going to a single feeder. These fees
will be in addition to the following fee schedule now in effect.
For each new multi-manager account with assets less than $20 million, we will
waive our fees for the first three months.
MONEY MARKET FUNDS
1 1/4 basis point per annum on the first $3 billion of each
portfolio's average net assets;
1 basis point on the next $3 billion;
1/2 of one basis point on the next $4 billion;
1/4 of one basis point on the excess.
DOMESTIC EQUITY
6 basis points per annum on the first $1 billion of each
portfolio's average net assets;
4 basis points on the next $500 million;
2 basis points on the next $500 million;
1 basis point on the excess.
DOMESTIC FIXED INCOME
5 basis points per annum on the first $1 billion of each
portfolio's average net assets.
3 basis points on the next $500 million.
1 1/2 basis point on the next $500 million.
1/2 of one basis point on the excess.
INTERNATIONAL FUNDS
7 basis points per annum on the first $1 billion of each
portfolio's average net assets;
5 basis points on the next $500 million;
3 basis points on the next $500 million;
1 basis point on the excess.
PORTFOLIO PRICING, FUND ACCOUNTING
AND SUB-FUND ADMINISTRATION FEE SCHEDULE
FOR
NATIONSBANC MANAGED PORTFOLIOS
(MULTI MANAGERS)
MULTIPLE CLASS CHARGES
$500 per month, per portfolio, for each additional class in excess of nine (9)
classes.
SYSTEM DEVELOPMENT/USAGE/SPECTRA REPORT WRITER
There will be no charges for developing systems interfaces with the Bank or for
on-going usage of any Bank systems related to fund accounting or administration
services.
ACCOUNTING OUT-OF-POCKET EXPENSES
The cost of prices for securities exclusively held by Nations obtained from
third party pricing vendors will be in addition to the above fees.
ADMINISTRATION OUT-OF-POCKET EXPENSES
These expenses are billed as they are incurred at cost. Out-of-pocket expenses
traditionally include, but are not limited to, cost associated with attendance
at Board Presentations, printing shareholders reports, express mail charges,
etc.
BILLING CYCLE
The above fees will be billed on a monthly basis.
NationsBanc Advisors, Inc. The Bank of New York
Approved by: Approved by: /s/ Xxx Xxxxxx
--------------
Name: Name: Xxx Xxxxxx
Title: Title: Vice President
Date: Date: May 7, 1999
PORTFOLIO PRICING, FUND ACCOUNTING
AND FUND ADMINISTRATION FEE SCHEDULE
FOR
BACAP DISTRIBUTORS, LLC
NATIONS FINANCIAL SERVICES FUND
DOMESTIC EQUITY FUNDS
5 1/2 basis points per annum on the first $500 million of the
portfolio's average net assets;
4 1/2 basis points on the next $500 million;
2 1/2 basis points on the next $500 million;
1 1/2 basis points on the next $500 million;
1/2 of one basis point on the excess.
SYSTEM DEVELOPMENT/USAGE/SPECTRA REPORT WRITER
There will be no charges for developing systems interfaces with us or
for on-going usage of any Bank systems related to fund accounting or
administration services.
ACCOUNTING OUT-OF-POCKET EXPENSES
The cost of prices for securities exclusively held by the each fund
obtained from third party pricing vendors will be in addition to the above fees.
ADMINISTRATION OUT-OF-POCKET EXPENSES
These expenses are billed as they are incurred at cost. Out-of-pocket
expenses traditionally include, but are not limited to, cost associated with
attendance at Board Presentations, printing shareholders reports, express mail
charges, etc.
BILLING CYCLE
The above fees will be billed on a monthly basis.
PORTFOLIO PRICING, FUND ACCOUNTING
AND FUND ADMINISTRATION FEE SCHEDULE
FOR
BACAP DISTRIBUTORS, LLC
NATIONS GLOBAL VALUE FUND
INTERNATIONAL FUNDS
6 basis points per annum on the first $500 million of the
portfolio's average net assets;
5 basis points on the next $500 million;
4 basis points on the next $250 million;
3 basis points on the next $250 million;
1/2 of one basis point on the excess.
SYSTEM DEVELOPMENT/USAGE/SPECTRA REPORT WRITER
There will be no charges for developing systems interfaces with us or
for on-going usage of any Bank systems related to fund accounting or
administration services.
ACCOUNTING OUT-OF-POCKET EXPENSES
The cost of prices for securities exclusively held by the each fund
obtained from third party pricing vendors will be in addition to the above fees.
ADMINISTRATION OUT-OF-POCKET EXPENSES
These expenses are billed as they are incurred at cost. Out-of-pocket
expenses traditionally include, but are not limited to, cost associated with
attendance at Board Presentations, printing shareholders reports, express mail
charges, etc.
BILLING CYCLE
The above fees will be billed on a monthly basis.
PORTFOLIO PRICING, FUND ACCOUNTING
AND FUND ADMINISTRATION FEE SCHEDULE
FOR
BACAP DISTRIBUTORS, LLC
NATIONS CLASSIC VALUE FUND
DOMESTIC EQUITY
5 1/2 basis points per annum on the first $500 million of the portfolio's
average net assets;
4 1/2 basis points on the next $500 million;
2 1/2 basis points on the next $500 million;
1 1/2 basis points on the next $500 million
1/2 of one basis point on the excess.
SYSTEM DEVELOPMENT/USAGE/SPECTRA REPORT WRITER
There will be no charges for developing systems interfaces with us or
for on-going usage of any Bank systems related to fund accounting or
administration services.
ACCOUNTING OUT-OF-POCKET EXPENSES
The cost of prices for securities exclusively held by the each fund
obtained from third party pricing vendors will be in addition to the above fees.
ADMINISTRATION OUT-OF-POCKET EXPENSES
These expenses are billed as they are incurred at cost. Out-of-pocket
expenses traditionally include, but are not limited to, cost associated with
attendance at Board Presentations, printing shareholders reports, express mail
charges, etc.
BILLING CYCLE
The above fees will be billed on a monthly basis.
SCHEDULE V
All Database Companies Quarterly List
---------------------- --------------
AMG Data Services Lipper
Xxxxxx'x Morningstar
Bloomberg CDA Wiesenberger
CDA Wiesenberger Investment Company Institute
Commerce Clearing House (CCH) S&P Micropal
Forbes Institute for Economic Research
Institute for Economic Research Value Line
Interactive Data Services Media General Financial Services
Investment Company Institute LCG Associates
LCG Associates Closed End Fund Digest (Closed End Only)
Lipper Lipper - International (Closed End Only)
Media General
Xxxxx'x Investors Service
Morningstar
S&P Micropal
Strategic Insights
Value Line
V-1
