EX.99B6(d)
SHAREHOLDER ADMINISTRATION AGREEMENT
NATIONS FUND PORTFOLIOS, INC.
PRIMARY 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 Primary B Shares in certain portfolios (as listed on Exhibit I) (the
"Funds") of Nations Fund Portfolios, 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 Primary B
Shares:(1) (i) aggregating and processing purchase and redemption requests for
Primary 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 Primary 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 Primary
B Shares; (v) arranging for bank wires; (vi) responding to Customers' inquiries
concerning their investment in Primary B Shares; (vii) providing subaccounting
with respect to Primary 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) 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 Primary 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 Primary 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 Primary B Shares of any and
all Funds, including the sale of Primary 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 Primary 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 Primary 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 Primary B Shares held for your own account
in the same proportion as the vote of the Primary 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 Primary 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 PORTFOLIOS, 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 PORTFOLIOS, INC.
Nations Global Government Income Fund
Nations Pacific Growth Fund
Nations Emerging Markets Fund
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