NATIONS INSTITUTIONAL RESERVES
FORM OF
SHAREHOLDER SERVICING AGREEMENT
ADVISER CLASS SHARES
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 Adviser Class
Shares in one or more of the portfolios (the "Funds") of Nations Institutional
Reserves (the "Trust").
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 Adviser
Class Shares:1 (i) aggregating and processing purchase and redemption requests
for Adviser Class 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 Adviser
Class Shares pursuant to specific or pre-authorized instructions; (iii)
processing dividend and distribution payments from the Trust on behalf of
Customers; (iv) providing information periodically to Customers showing their
positions in Adviser Class Shares; (v) arranging for bank wires; (vi) responding
to Customers' inquiries concerning their investment in Adviser Class Shares;
(vii) providing subaccounting with respect to Adviser Class 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. 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.
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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 Adviser 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 Adviser Class 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 Adviser Class Shares of any
and all Funds, including the sale of Adviser Class 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 (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.
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
Trustees 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 Adviser Class 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 Adviser Class Shares held for your own
account in the same proportion as the vote of the Adviser Class Shares held for
your Customers' benefit.
Section 10. You agree to conform to compliance standards adopted by the
Trust 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 Adviser Class Shares, without penalty, at any time by us (which
termination may be by a vote of a majority of the disinterested Trustees of the
Trust) 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 Commonwealth of Massachusetts without giving effect to principles of
conflict of laws, and is nonassignable by the parties hereto.
Section 14. The names "Nations Institutional Reserves" 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 January 20, 1990 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 the Trust. The obligations of
"Nations Institutional Reserves" 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 the Trust must look
solely to the Trust Property belonging to such class for the enforcement of any
claims against the 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
00000; Fax No. (000) 000-0000; Attention: Xx. Xxxxxxx X. Xxxxx, Xx.
Very truly yours,
NATIONS INSTITUTIONAL RESERVES
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)
Fax # _________________________
Attention:_____________________
Date:_____________________________ By:____________________________
Name: _________________________
Title: ________________________
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