EX-99.B15(f)
SALES SUPPORT AGREEMENT
NATIONS FUND, INC.
INVESTOR B SHARES
Ladies and Gentlemen:
We wish to enter into this Sales Support Agreement ("Agreement") with you
concerning the provision of sales support assistance relating to Investor B
Shares of the portfolios (the "Funds") of Nations Fund, Inc. (the "Company"), of
which we are the principal underwriter as defined in the Investment Company Act
of 1940 (the "1940 Act") and the exclusive agent for the continuous distribution
of said shares.
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide reasonable sales support assistance in
connection with the sale of Investor B Shares to your customers ("Customers"),
which assistance may include forwarding sales literature and advertising
provided by the Company or by us to Customers and providing such other sales
support assistance as may be requested by us from time to time. All services
rendered hereunder by you shall be performed in a professional, competent and
timely manner.
Section 2. We recognize that you may be subject to the provisions of the
Xxxxx-Xxxxxxxx Act and other laws governing, among other things, the conduct of
activities by federally chartered and supervised banks and other banking
organizations. As such, you may be restricted in the activities you may
undertake and for which you may be paid. You will perform only those activities
which are consistent with statutes and regulations applicable to you. You will
act solely as agent for, 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 business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the sales support
services contemplated hereby.
Section 4. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us, the Company or the
Investor B Shares except those contained in the Company's applicable 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 us or
the Company in writing.
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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 or the
Company 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 and the Company 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 Investor 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 the Company or our respective 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 payment therefor, a
fee as described in the applicable then current prospectuses. The fees payable
under this Section 6 shall be used primarily for sales support services
provided, and related expenses incurred, by you. Payments may be applied to
commissions, incentive compensation or other compensation to, and expenses of,
your account executives or other employees; overhead and other office expenses
attributable to sales support activities; preparation, printing and distribution
of sales literature and advertising materials attributable to sales support
activities; and opportunity costs relating to the foregoing (which may be
calculated as a carrying charge on your unreimbursed expenses incurred in
connection with your sales support services). The overhead and other office
expenses referenced in this Section 6 may include, without limitation, (i) the
expenses of operating your offices in connection with the sale of Fund shares,
including lease costs, the salaries and employee benefits 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 the provision of sales support services and (iii) other
expenses relating to the provision of sales support services. By your acceptance
of this Agreement, you agree to and do waive such portion of any fee payable to
you hereunder to the extent necessary to assure that such fee and other expenses
required to be accrued hereunder with respect to the Investor B Shares owned by
or on behalf of Customers on any day does not exceed the income to be accrued by
the Company to such shares on that day. The fee rate payable to you may be
prospectively increased or decreased by us or by the Company, in our or its sole
discretion, at any time upon notice to you. Further, we or the Company may, in
our or its discretion and without notice, suspend or withdraw the sale of
Investor B Shares of any or all Funds, including the sale of Investor B Shares
for the account of any Customer or Customers.
Section 7. You agree to provide to us and the Company, at least quarterly, a
written report of amounts expended by you in connection with the provision of
sales support services hereunder and the purposes for which such expenditures
were made. In addition, you will furnish us or the Company or our respective
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 the Company and our respective designees (including, without limitation,
any auditors or legal counsel designated by us or the Company), in connection
with the preparation of reports to the Company's 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.
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Section 8. We may enter into other similar Agreements with any other person
or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent,
warrant and 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 Investor 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 be excessive or unreasonable under the
laws and instruments governing your relationships with Customers. By your
written acceptance of this Agreement, you represent and warrant that: (i) in the
event an issue pertaining to this Agreement or the Investor B Shares'
Distribution Plan related hereto is submitted for shareholder approval, and you
have the authority to do so, you will vote any Investor B Shares held for your
own account in the same proportion as the vote of the Investor B Shares held for
your Customers' benefit; and (ii) you will not engage in activities pursuant to
this Agreement which constitute acting as a broker or dealer under state law
unless you have obtained any licenses required by such law. In addition, you
understand that this Agreement has been entered into pursuant to Rule 12b-1
under the 1940 Act, and is subject to the provisions of said Rule, as well as
any other applicable rules or regulations promulgated by the Securities and
Exchange Commission.
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
Fund's Investor B Shares, without penalty, at any time by the Company (which
termination may be by a vote of a majority of the disinterested Directors of the
Company or by vote of the holders of a majority of the outstanding Investor B
Shares of such Fund) or by us or you upon 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 conforming 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 laws of
The State of Arkansas 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: 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000; Fax
No. (000) 000-0000; Attention: Xx. Xxxxxxx X. Xxxxx, Xx.
Very truly yours,
XXXXXXXX INC.
Date: ________________ By:____________________________
Name:__________________________
Title:_________________________
Accepted and Agreed to:
Selling Agent
------------------------------
(Firm Name)
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(Address)
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(City) (State)
Fax # ________________________
Attention: ___________________
Date: __________________ By: __________________________
Name: ________________________
Title: _______________________
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