ADOPTION AGREEMENT AND
AMENDMENT TO TRANSFER AGENCY
AND SERVICES AGREEMENT
(With Facilities Management Arrangement)
This Adoption Agreement and Amendment, dated as of February 14, 2000 is
made to the Transfer Agency and Services Agreement dated as of June 1, 1995, as
amended (the "Agreement"), by and among NATIONS FUND, INC., NATIONS FUND TRUST,
THE CAPITOL MUTUAL FUNDS, d/b/a NATIONS RESERVES, NATIONS LIFEGOAL FUNDS, INC.
and NATIONS ANNUITY TRUST and each other party which may become a party thereto
pursuant to the terms of the Agreement (individually, a "Fund," and
collectively, the "Funds") and PFPC INC., formerly known as THE SHAREHOLDER
SERVICES GROUP, INC. (the "Transfer Agent").
RECITALS
WHEREAS, the Transfer Agent serves as transfer agent, dividend
disbursing agent and agent in connection with certain other services for the
Funds pursuant to the Agreement; and
WHEREAS, Section 17.2 of the Agreement provides that, subsequent to the
date of the Agreement, a registered investment company (a "New Fund") for which
Bank of America, N.A., or any of its affiliates acts as investment adviser may
become a party to the Agreement upon execution of a written adoption agreement
(an "Adoption Agreement") by such New Fund pursuant to which such New Fund
agrees to be bound by the terms of the Agreement; and
WHEREAS, the Board of Trustees of Nations Funds Trust (the "Trust") has
approved the selection of the Transfer Agent to serve as the transfer and
dividend disbursing agent for all classes of shares of the portfolios of the
Trust; and
WHEREAS, the Trust is advised by Banc of America Advisors, Inc., an
affiliate of Bank of America, N.A.;
AGREEMENT
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Funds and the Transfer Agent agree that the Agreement
shall be amended as follows:
1. The Funds hereby authorize the addition of the Trust as a party to
the Agreement effective upon the execution of this Adoption Agreement and
Amendment to Transfer Agency and Services Agreement.
2. The Trust agrees to be bound by the terms of the Agreement.
3. The Trust is hereby deemed a Fund for all purposes of the Agreement
and shall have all the rights, obligations and duties of a Fund under the
Agreement.
4. Schedule G, attached hereto, is hereby attached to the Agreement as
Schedule G and is deemed a part of the Agreement.
5. The terms and provisions of this Adoption Agreement and Amendment
shall be deemed a part of the Agreement for all purposes. To the extent that any
provisions of this Adoption Agreement and Amendment modify or are otherwise
inconsistent with any provisions of the Agreement, the provisions of this
Adoption Agreement and Amendment shall control. In all other respects, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Adoption
Agreement and Amendment to be executed by their duly authorized officers, as of
the day and year first above written.
PFPC INC., formerly, THE SHAREHOLDER
SERVICES GROUP, INC.
By: ______________________________
Name:
Title:
NATIONS FUND, INC.
By: /s/ A. Xxx Xxxxxx
A. Xxx Xxxxxx
President and Chairman of the
Board of Directors
NATIONS FUND TRUST
By: /s/ A. Xxx Xxxxxx
A. Xxx Xxxxxx
President and Chairman of the
Board of Trustees
THE CAPITOL MUTUAL FUNDS, d/b/a
NATIONS RESERVES
By: /s/ A. Xxx Xxxxxx
A. Xxx Xxxxxx
President and Chairman of the
Board of Trustees
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ A. Xxx Xxxxxx
A. Xxx Xxxxxx
President and Chairman of the
Board of Directors
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NATIONS ANNUITY TRUST
By: /s/ A. Xxx Xxxxxx
A. Xxx Xxxxxx
President and Chairman of the
Board of Trustees
NATIONS FUNDS TRUST
By: /s/ A. Xxx Xxxxxx
A. Xxx Xxxxxx
President and Chairman of the
Board of Trustees
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SCHEDULE G
FUND PORTFOLIOS
NATIONS FUND TRUST:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Strategic Growth Fund
5. Nations Capital Growth Fund
6. Nations Emerging Growth Fund
7. Nations Equity Index Fund
8. Nations Managed Index Fund
9. Nations Managed SmallCap Index Fund
10. Nations Managed Value Index Fund
11. Nations Managed SmallCap Value Index Fund
12. Nations Disciplined Equity Fund
13. Nations Balanced Assets Fund
14. Nations Short-Intermediate Government Fund
15. Nations Short-Term Income Fund
16. Nations Diversified Income Fund
17. Nations Strategic Fixed Income Fund
18. Nations Municipal Income Fund
19. Nations Short-Term Municipal Income Fund
20. Nations Intermediate Municipal Bond Fund
21. Nations Florida Intermediate Municipal Bond Fund
22. Nations Florida Municipal Bond Fund
23. Nations Georgia Intermediate Municipal Bond Fund
24. Nations Georgia Municipal Bond Fund
25. Nations Maryland Intermediate Municipal Bond Fund
26. Nations Maryland Municipal Bond Fund
27. Nations North Carolina Intermediate Municipal Bond Fund
28. Nations North Carolina Municipal Bond Fund
29. Nations South Carolina Intermediate Municipal Bond Fund
30. Nations South Carolina Municipal Bond Fund
31. Nations Tennessee Intermediate Municipal Bond Fund
32. Nations Tennessee Municipal Bond Fund
33. Nations Texas Intermediate Municipal Bond Fund
34. Nations Texas Municipal Bond Fund
35. Nations Virginia Intermediate Municipal Bond Fund
36. Nations Virginia Municipal Bond Fund
NATIONS FUND, INC.:
1. Nations Prime Fund
2. Nations Treasury Fund
3. Nations Equity Income Fund
4. Nations U.S. Government Bond Fund
5. Nations Small Company Growth Fund
6. Nations Government Securities Fund
7. Nations International Growth Fund
NATIONS RESERVES:
1. Nations Government Reserves
2. Nations Municipal Reserves
3. Nations Cash Reserves
4. Nations Treasury Reserves
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5. Nations Money Market Reserves
6. Nations California Tax Exempt Reserves
7. Nations Asset Allocation Fund
8. Nations Capital Income Fund
9. Nations California Municipal Bond Fund
10. Nations Intermediate Bond Fund
11. Nations Blue Chip Fund
12. Nations Xxxxxxx Focused Equities Fund
13. Nations Xxxxxxx Growth & Income Fund
14. Nations International Equity Fund
15. Nations International Value Fund
16. Nations Emerging Markets Fund
NATIONS LIFEGOAL FUNDS, INC.
1. Nations LifeGoal Growth Portfolio
2. Nations LifeGoal Balanced Growth Portfolio
3. Nations LifeGoal Income and Growth Portfolio
NATIONS ANNUITY TRUST:
1. Nations Value Portfolio
2. Nations International Growth Portfolio
3. Nations Disciplined Equity Portfolio
4. Nations Xxxxxxx Focused Equities Portfolio
5. Nations Xxxxxxx Growth & Income Portfolio
6. Nations Managed Index Portfolio
7. Nations Managed SmallCap Index Portfolio
8. Nations Balanced Assets Portfolio
NATIONS FUNDS TRUST:
1. Nations High Yield Bond Fund
2. Nations Kansas Municipal Income Fund
3. Nations MidCap Index Fund
CLOSED END FUNDS:
1. Nations Balanced Target Maturity Fund
2. Nations Government Income Term Trust 2003, Inc.
3. Nations Government Income Term Trust 2004, Inc.
Last Amended: February 14, 2000
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