EX.99B6(c)
SHAREHOLDER SERVICING AGREEMENT
NATIONS FUND
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement ("Agreement")
with you concerning the provision of administrative support services to your
clients ("Customers") who may from time to time beneficially own those shares
listed on Schedule I in one or more of the portfolios (collectively, the
"Funds") of Nations Fund Trust, Nations Fund, Inc. and Nations Fund Portfolios,
Inc. (collectively, "Nations Fund"). The shares listed on Schedule I are
collectively referred to herein as "Shares." The terms and conditions of this
Agreement are as follows:
1. Provision of Shareholder Services.
(a) You agree to provide the following administrative support services to
your Customers who may from time to time beneficially own Shares:1 (i)
aggregating and processing purchase and redemption requests for 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 Shares pursuant to specific or
pre-authorized instructions; (iii) processing dividend and distribution payments
from Nations Fund on behalf of Customers; (iv) providing information
periodically to Customers showing their positions in Shares; (v) arranging for
bank wires; (vi) responding to Customers' inquiries concerning their investment
in Shares; (vii) providing subaccounting with respect to 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) general shareholder liaison services; and (xi) 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.
(b) All services rendered hereunder by you shall be performed in a
professional, competent and timely manner.
(c) 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 administrative
support services contemplated hereby. 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.
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1 Services may be modified or omitted in the particular case and items
relettered or renumbered.
(d) By your written acceptance of this Agreement, you represent, warrant
and agree that 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.
2. Adherence to Applicable Law.
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.
3. Representations Regarding Nations Fund and Shares.
Neither you nor any of your officers, employees or agents are authorized
to make any representations concerning us or the 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 our distributor or us in writing.
4. Status of Servicing Agent.
(a) For all purposes of this Agreement you will be deemed to be an
independent contractors, and will have no authority to act as agent for us in
any matter or in any respect, except as expressly provided herein.
(b) We may, in our discretion and without notice, suspend or withdraw the
sale of Shares of any and all Funds, including the sale of Shares to you for the
account of any Customer or Customers.
5. Indemnification.
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 Shares (or orders relating to the same) by or on behalf of Customers.
6. Compensation.
(a) 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 for the Shares. 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.
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(b) 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 (the "NASD Service Fee Rule"). Such compensation shall only
be paid if permissible under the NASD Service Fee Rule and shall not be payable
for services that are deemed to be distribution-related services.
7. Reports.
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 Boards of Trustees/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.
8. Agreement Not Exclusive.
We may enter into other similar Agreements with any other person or
persons without your consent.
9. Disclosure of Compensation.
You 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 Share 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.
10. Voting of Shares.
You agree that in the event an issue pertaining to this Agreement is
submitted for shareholder approval, and you have the authority from your
Customers to do so, you will vote any Shares held for your own account in the
same proportion as the vote of the Shares held for your Customers' benefit.
11. Compliance Standards.
You agree to conform to compliance standards adopted by Nations Fund or
its distributor as to when a class of shares in a Fund may be appropriately sold
to particular investors.
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12. Effective Date and Termination.
(a) 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.
(b) This Agreement is terminable with respect to any series of Shares,
without penalty, at any time by us (which termination may be by a vote of a
majority of the disinterested Trustees of Nations Fund Trust, the disinterested
Directors of Nations Fund, Inc., or disinterested Directors of Nations Fund
Portfolios, Inc., as appropriate) or by you upon written notice to the other
party hereto.
13. Communications.
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.
14. Governing Law.
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.
15. Actions by Nations Fund Trust and Trustees.
The names "Nations Fund Trust" and "Trustees" refer respectively to the
trust created and the Trustees, as trustees but not individually or personally,
acting from time to time under a Declaration of Trust dated May 6, 1985 which is
hereby referred to and a copy of which is on file at the office of the State
Secretary of The Commonwealth of Massachusetts and at the principal office of
Nations Fund Trust. The obligations of "Nations Fund Trust" entered into in the
name or on behalf thereof by any of the Trustees, officers, representatives or
Agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders, officers, representatives or agents of
the Trust personally, but bind only the Trust Property (as defined in the
Declaration of Trust), and all persons dealing with any class of shares of
Nations Fund Trust must look solely to the Trust Property belonging to such
class for the enforcement of any claims against Nations Fund Trust.
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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; Fax
No. (000) 000-0000; Attention: Xx. Xxxxxxx X. Xxxxx, Xx.
Very truly yours,
NATIONS FUND TRUST
Date: ________________________ By:_________________________
Name:_______________________
Title:______________________
NATIONS FUND, INC.
Date: ________________________ By:_________________________
Name:_______________________
Title:______________________
NATIONS FUND PORTFOLIOS, INC.
Date: ________________________ By:_________________________
Name:_______________________
Title:______________________
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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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