TRANSFER AGENCY AGREEMENT
Agreement made as of the 25th day of April, 1992, between Nations Fund
(formerly MarketMaster Trust), a Massachusetts business trust (the "Trust"), on
behalf Trust A Shares and Trust B Shares (collectively, the "Trust Shares") of
Nations Money Market Fund, Nations Government Fund, Nations Tax Exempt Fund,
Nations Value Fund, Nations Income Equity Fund, Nations Short- Intermediate
Government Fund, Nations Managed Bond Fund, Nations Municipal Income Fund,
Nations Georgia Municipal Bond Fund, Nations Maryland Municipal Bond Fund,
Nations South Carolina Municipal Bond Fund, and Nations Virginia Municipal Bond
Fund (the "Funds"), having a principal office and place of business at Bellevue
Park Corporate Center, 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and
NationsBank of Texas, N.A., a national banking association, having its principal
office and place of business at 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000
(hereinafter referred to as the "Transfer Agent").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the following meanings:
1. "Approved Institution" shall mean an entity so named in a Certificate.
From time to time the Trust may amend a previously delivered Certificate by
delivering to the Transfer Agent a Certificate naming an additional entity or
deleting any entity named in a previously delivered Certificate.
2. The "Board of Trustees" shall mean the Board of Trustees of the Trust.
3. "Certificate" shall mean any notice, instruction, or other instrument
in writing, authorized or required by this Agreement to be given to the Transfer
Agent by the Trust which is signed by any Officer, as hereinafter defined, and
actually received by the Transfer Agent.
4. "Custodian" shall mean the financial institutions appointed as
custodian under the terms and conditions of the Custody Agreement between the
financial institution and the Trust, a Portfolio, or its successor(s).
5. "Trust" shall mean the Trust Shares of the Trust, and all the
portfolios thereunder including Nations Money Market Fund, Nations Government
Fund, Nations Tax Exempt Fund, Nations Value Fund, Nations Income Equity Fund,
Nations Short-Intermediate Government Fund, Nations Managed Bond Fund, Nations
Municipal
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Income Fund, Nations Georgia Municipal Bond Fund, Nations Maryland Municipal
Bond Fund, Nations South Carolina Municipal Bond Fund, and Nations Virginia
Municipal Bond Fund.
6. "Trust Business Day" shall be deemed as is set forth in the Trust
Prospectus.
7. "Officer" shall be deemed to be the Trust's Chairman of the Board, the
Trust's President, and any Vice President of the Trust, the Trust's Secretary,
the Trust's Treasurer, the Trust's Controller, any Assistant Controller of the
Trust, any Assistant Treasurer of the Trust, and any other person duly
authorized by the Board of Trustees of the Trust to execute any Certificate,
instruction, notice or other instrument on behalf of the Fund and named in the
Certificate, as such Certificate may be amended from time to time, and any
person reasonably believed by the Transfer Agent to be such a person.
8. "Prospectus" shall mean the Trust's then effective prospectus and
statement of additional information delivered to the Transfer Agent by the Trust
that has been filed with the Securities and Exchange Commission under the
Federal Securities Act of 1933.
9. "Shares" shall mean all or any part of each Trust Shares class of the
shares of common stocks of the Trust or Portfolio listed in the Certificate, as
may be amended from time to time, which are authorized and/or issued by the
Trust.
10. "Transfer Agent" shall mean NationsBank of Texas N.A., as transfer
agent and dividend disbursing agent under the terms and conditions of this
Agreement, its permitted successor(s) or assign(s).
11. "Out-of-Pocket Expenses" means amounts reasonably necessary and
actually paid to third parties by Transfer Agent in the provision of Transfer
Agent services or not specifically stated in this agreement or the attached
Schedule 1.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Trust hereby constitutes and appoints the Transfer Agent as
transfer agent of the Shares of the Trust as indicated above and as dividend
disbursing agent for such shares during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as transfer agent and
dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth.
3. In connection with such appointment, the Trust upon the request of the
Transfer Agent, shall deliver the following documents to the Transfer Agent:
(i) A copy of the Trust's Declaration of Trust and all amendments
thereto certified by the Secretary of the Trust;
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(ii) A copy of the Code of Regulations of the Trust certified by the
Secretary of the Trust;
(iii) A copy of a resolution of the Board of Trustees of the Trust
certified by the Secretary of the Trust appointing the Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Trust specifying:
the number of authorized Shares, the number of such authorized Shares issued,
the number of such authorized Shares issued and currently outstanding, the names
and specimen signatures of the Officers of the Trust; and the name and address
of the legal counsel for the Trust;
(v) Copies of the Trust's Registration Statement, as amended to
date, and the most recently filed Post-Effective Amendment thereto, filed by the
Trust with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and under the Investment Trust Act of 1940, as amended,
together with any applications filed in connection therewith; and
(vi) Opinion of counsel for the Trust with respect to the validity
of the authorized and outstanding Shares, whether such Shares are fully paid and
non-assessable and the status of such Shares under the Securities Act of 1933,
as amended, and any other applicable federal law or regulation (i.e., if subject
to registration, that they have been registered and that the Registration
Statement has become effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Trust shall deliver to the Transfer Agent the following documents
on or before the effective date of any creation of a new class of shares and/or
a new investment portfolio of the Trust.
(a) A certified copy of the amendment to the Trust's Declaration of
Trust giving effect to such creation;
(b) An opinion of counsel for the Trust with respect to the validity of
the Shares of the Trust and the status of such Shares (to be issued as a new
class and/or new series) under the Securities Act of 1933, as amended, and any
other applicable Federal law or regulation (i.e., if subject to registration,
that they have been registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefor); and
(c) If the appointment of the Transfer Agent was theretofore expressly
limited, a certified copy of a resolution of the Board of Trustees of the Trust
increasing the authority of the Transfer Agent.
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2. Prior to the issuance of any additional Shares of the Trust pursuant to
share dividends or share splits, etc., and prior to any reduction in the number
of shares outstanding, the Trust shall deliver the following documents to the
Transfer Agent:
(a) A certified copy of the resolution(s) adopted by the Board of
Trustees of the Trust and/or the shareholders of the Trust authorizing such
issuance of additional Shares of the Trust or such reduction, as the case may
be; and
(b) An opinion of counsel for the Trust with respect to the validity of
the Shares of the Trust and the status of such Shares under the Securities Act
of 1933, as amended, and any other applicable federal law of regulation (i.e.,
if subject to registration, that they have been registered and that the
Registration Statement has become effective, or, if exempt, the specific grounds
therefor).
ARTICLE IV
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
1. The Transfer Agent shall accept with respect to each Trust Business
Day, at such times as are agreed upon from time to time by the Transfer Agent
and the Trust, each (i) purchase order received from a purchaser, or
shareholder, whether or not an Approved Institution, and (ii) redemption request
either received from a shareholder, whether or not an Approved Institution, or
contained in a Certificate, provided, that (A) such purchase order or redemption
request, as the case may be, is reasonably believed by the Transfer Agent to be
in conformity with the Trust's purchase and redemption procedures described in
the Prospectus, and (B) the Transfer Agent has agreed to accept and act in
accordance with such type of purchase order or redemption request, as the case
may be.
2. On each Trust Business Day the Transfer Agent shall, as of the time at
which the Trust computes the net asset value of the Trust, issue to and redeem
from the accounts specified in a purchase order or redemption request, which in
accordance with the Prospectus is effective on such Trust Business Day, the
appropriate number of full and fractional Shares based on the net asset value
per Share of such Trust specified in an advice received on such Trust Business
Day from the Trust.
3. In connection with a reinvestment of a dividend or distribution on
Shares of the Trust, the Transfer Agent shall as of each Trust Business Day, as
specified in a Certificate or resolution described in paragraph 1 of succeeding
Article VI, issue Shares of the Trust based on the net asset value per Share of
such Trust specified in an advice received from the Trust on such Trust Business
Day.
4. On each Trust Business Day the Transfer Agent shall supply the Trust
and the Custodian with a statement, specifying with respect to the immediately
preceding Trust Business Day the total number of Shares of the Trust (including
fractional Shares) issued and outstanding at the opening of business on such
day; the total number of Shares of the Trust sold on such day, pursuant to
preceding paragraph 2 of this Article; the total number of Shares of the Trust
redeemed for Shareholders by the Transfer Agent on such
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day; the total number of Shares of the Trust, if any, sold on such day pursuant
to preceding paragraph 3 of this Article, and the total number of Shares of the
Trust issued and outstanding. On the same day such statement is received by the
Trust, the Trust shall confirm the information contained therein be delivering
to the Transfer Agent a Certificate with respect to the same.
5. As of each Trust Business Day the Transfer Agent shall furnish the
Custodian with an advice setting forth the number and dollar amount of Shares to
be redeemed on such Trust Business Day in accordance with paragraph 2 of this
Article.
6. Upon receipt of a proper redemption request and moneys paid to it by
the Custodian in connection with a redemption of Shares, the Transfer Agent
shall cancel the redeemed Shares and after making appropriate deduction for any
withholding of taxes required of it by applicable law in the case of a
redemption of Shares pursuant to a redemption described in preceding paragraph 1
of this Article, make payment in accordance with the Trust's redemption and
payment procedures described in the Prospectus.
7. The Transfer Agent shall not be required to issue any Shares after it
has received from an Officer of the Trust or from an appropriate federal or
state authority written notification that the sale of Shares has been suspended
or discontinued, and the Transfer Agent shall be entitled to rely upon such
written notification.
8. Upon the issuance of any Shares in accordance with this Agreement the
Transfer Agent shall not be responsible for the payment of any original issue or
other taxes required to be paid by the Trust in connection with such issuance of
any Shares.
9. (a) Except as otherwise provided in sub-paragraph (b) of this paragraph
and in paragraph 10 of this Article, Shares will be transferred or redeemed upon
presentation to the Transfer Agent of instructions for transfer or redemption,
accompanied by such documents as the Transfer Agent deems necessary to evidence
the authority of the person making such transfer or redemption, and bearing
satisfactory evidence of the payment of share transfer taxes. The Transfer Agent
reserves the right to refuse to transfer or redeem Shares until it is satisfied
that instructions are valid and genuine. The Transfer Agent also reserves the
right to refuse to transfer or redeem Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers redemptions which
the Transfer Agent in its judgment, deems improper or unauthorized, or until it
is satisfied that there is no basis to any claims adverse to such transfer or
redemption. The Transfer Agent may, in effecting transfers and redemptions of
Shares, rely upon those provisions of the Uniform Commercial Code, as the same
may be amended from time to time, applicable to the transfer of securities, and
the Trust shall indemnify the Transfer Agent for any act done or omitted by it
in good faith in reliance upon such laws.
(b) Notwithstanding the foregoing or any other provision contained in
this Agreement to the contrary, the Transfer Agent shall be fully protected by
the Trust in not requiring any instruments, documents, assurances, endorsements
or guarantees,
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including, without limitation, any signature guarantees, in connection with a
redemption, or transfer, of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with the transfer and
redemption procedures as described in the Prospectus.
10. Notwithstanding any provision contained in this Agreement to the
contrary, the Transfer Agent shall not be required or expected to require, as a
condition to any transfer of any Shares pursuant to paragraph 10 of this
Article, evidence of the authority of the person requesting the transfer or
redemption and/or the payment of any stock transfer taxes, and shall be fully
protected in acting in accordance with the applicable provisions of this
Article.
ARTICLE V
DIVIDENDS AND DISTRIBUTIONS
1. The Trust shall furnish to the Transfer Agent a copy of a resolution of
the Trust's Board of Trustees, certified by the Secretary or any Assistant
Secretary, authorizing the declaration of dividends and distributions on a daily
or other periodic basis and authorizing the Transfer Agent to rely on such
Certificate.
2. Upon the payment date specified in such Certificate or resolution, as
the case may be, the Trust shall, in the case of a cash dividend or
distribution, cause the Custodian to pay to the Transfer Agent an amount of
cash, if any, sufficient for the Transfer Agent to make the payment, if any,
specified in such Certificate or resolution, as the case may be, to the
shareholders of record as of such payment date. The Transfer Agent will upon
receipt of any such cash, make payment of such cash dividends or distributions
to the Shareholders of record as of the record date by: (i) mailing a check,
payable to the registered shareholder, to the address of record or dividend
mailing address, or (ii) wiring such amounts to the accounts previously
designated by an Approved Institution, as the case may be. The Transfer Agent
shall not be liable for any improper payments made in accordance with a
Certificate or resolution described in the preceding paragraph. If the Transfer
Agent shall not receive from the Custodian sufficient cash to make payments of
any cash dividend or distribution to all shareholders of the Trust as of the
record ate, the Transfer Agent shall, upon notifying the Trust, withhold payment
to all shareholders of record as of the record date until sufficient cash is
provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no way be responsible
for the determination of the rate or form of dividends or capital gain
distribution to the shareholders. It is expressly agreed and understood that the
Transfer Agent is not liable for any loss as a result of processing a
distribution based on information provided in the Certificate that is incorrect.
The Trust agrees to pay the Transfer Agent for any and all costs, both direct
and out-of-pocket expenses, reasonably incurred in such corrective work as
necessary to remedy such error.
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4. It is understood that the Transfer Agent shall file such appropriate
information returns concerning the payment of dividends and capital gain
distributions with the proper federal, state and local authorities as are
required by law to be filed by the Trust but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent, required by applicable law.
ARTICLE VI
CONCERNING THE TRUST
1. The Trust represents to the Transfer Agent that:
(a) It is a business trust duly organized and existing under the laws
of The Commonwealth of Massachusetts.
(b) It is empowered under applicable laws and by its Declaration of
Trust and Code of Regulations to enter into and perform this Agreement.
(c) All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement.
(d) It is an investment company registered under the Investment Company
Act of 1940, as amended.
(e) A registration statement under the Securities Act of 1933, as
amended, with respect to the Shares is effective. The Trust shall notify the
Transfer Agent if such registration statement or any state securities
registration has been terminated or a stop order has been entered with respect
to the Shares.
2. Each copy of the Trust's Declaration of Trust and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of organization, and if such Declaration of
Trust and/or amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing shall be filed with
a certified copy submitted to the Transfer Agent. Each copy of the Code of
Regulations and copies of all amendments thereto, and copies of resolutions of
the Board of Trustees of the Trust, shall be certified by the Secretary of the
Trust under seal.
3. The Trust shall promptly deliver to the Transfer Agent written notice
of any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Transfer Agent may issue such Shares certificates of the Trust
notwithstanding such death, resignation or removal, and the Trust shall promptly
deliver to the Transfer Agent such approval, adoption or ratification as may be
required by law.
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4. It shall be the sole responsibility of the Trust to deliver to the
Transfer Agent the Trust's currently effective Prospectus and, for purposes of
this Agreement, the Transfer Agent shall not be deemed to have notice of any
information contained in such Prospectus until it is actually received by the
Transfer Agent.
ARTICLE VII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Trust that:
(a) It is a national banking association duly organized and existing
under the laws of the United States of America.
(b) It is empowered under applicable law and by its Charter and By-Laws
to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected in
acting upon any writing or document reasonably believed by it to be genuine and
to have been signed or made by the proper person or persons and shall not be
held to have any notice of any change of authority of any person until receipt
of written notice thereof from the Trust or such person.
3. The Transfer Agent may, with the written consent of the Trust, employ
agents or attorneys in fact to provide non-essential services at the expense of
the Trust, and shall not be liable for any reasonable loss or expense arising
out of, or in connection with, the actions or omissions to act of its agents or
attorneys-in-fact so long as the Transfer Agent acts in good faith and without
negligence or willful misconduct in connection with the selection of such agents
or attorneys-in-fact.
4. The Transfer Agent shall keep such records in the form and manner, and
for such period, as it may deem advisable but not inconsistent with the rules
and regulations of appropriate government authorities in particular Rules 31a-7
and 31a-3 under the Investment Company Act of 1940, as amended. The Transfer
Agent may deliver to the Trust from time to time at its discretion, for
safekeeping or disposition by the fund in accordance with law, such records,
papers or other documents accumulated in the execution of its duties as such
Transfer Agent, as the Transfer Agent may deem expedient, other than those which
the Transfer Agent is itself required to maintain pursuant to applicable laws
and regulations. The Trust shall assume all responsibility for any failure
thereafter to produce any record, paper or other document so returned, if and
when required. The records specified in Schedule 1 hereto maintained by the
Transfer Agent pursuant to this paragraph 4, shall be considered to be the
property of the fund,
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shall be made available upon request for inspections by the officers, employees,
and auditors of the Trust, and records shall be delivered to the fund upon
request and in any event upon the date of termination of this Agreement, as
specified in Article VIII of this Agreement, in the form and manner kept by the
Transfer Agent on such date of termination or such earlier date as may be
requested by the Trust.
5. The Transfer Agent shall not be liable for any loss or damage,
including counsel fees, resulting from its actions or omissions to act or
otherwise, except for any loss or damage arising out of its bad faith,
negligence or willful misconduct.
6. The Trust shall indemnify and exonerate, save and hold harmless the
Transfer Agent from and against any and all claims (whether with or without
basis in fact or law), demands, expenses (including reasonable attorney's fees)
and liabilities of any and every nature which the Transfer Agent may sustain or
incur or which may be asserted against the Transfer Agent by any person by
reason of or as a result of any action taken or omitted to be taken by the
Transfer Agent in good faith and without negligence or willful misconduct or in
reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii)
any instrument or order reasonably believed by it to be genuine and to be
signed, countersigned or executed by any duly authorized Officer of the Trust;
(iv) any Certificate or other instrument of an Officer; or (v) any opinion of
legal counsel for the Trust or the Transfer Agent. The Trust shall indemnify and
exonerate, save and hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law), demands, expenses
(including reasonable attorney's fees) and liabilities of any and every nature
which the Transfer Agent may sustain or incur or which may be asserted against
the Transfer Agent by any person by reason of or as a result of any action taken
or omitted to be taken by the Transfer Agent in good faith in connection with
its appointment or in reliance upon any law, act, regulation or any
interpretation of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
7. Specifically, but not by way of limitation, the Trust shall indemnify
and exonerate, save and hold the Transfer Agent harmless from and against any
and all claims (whether with or without basis in fact or law), demands, expenses
(including reasonable attorney's fees) and liabilities of any and every nature
which the Transfer Agent may sustain or incur or which may be asserted against
the Transfer Agent by any person in connection with the genuineness of a Share
certificate, the Transfer Agent's capacity and authorization to issue Shares and
the form and amount of authorized Shares.
8. The Transfer Agent shall not be liable to the Trust with respect to any
redemption check on which the signature of the drawer is forged and which the
Trust's Custodian or Cash Management bank has advised the Transfer Agent to
honor the redemption.
9. There shall be excluded from the calculation of the service levels and
from the consideration of whether the Transfer Agent has been negligent or has
breached this Agreement, any period of time, and only such period of time,
during which the Transfer Agent's performance is materially affected, by reason
of circumstances beyond its control
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(collectively, "Causes"), including, without limitation (except as provided
below), (a) mechanical breakdowns of equipment (including any alternative power
supply and operating systems software), flood or catastrophe, acts of God,
failures of transportation communication or power supply, strikes, lockouts,
work stoppages or other similar circumstances. The Transfer Agent shall not be
responsible for delays or failures to supply any services where such delays or
failures are caused by the delays or failures of the Trust to supply necessary
instructions, approvals or information in the time periods agreed upon and all
service levels shall again be measured from the date of the receipt by the
Transfer Agent of any necessary instructions, approvals or informations. There
shall not be included within the definition of causes any failure of equipment
or services occasioned by any software defect or problem, with the exception of
defects or problems in operation system software.
10. At any time the Transfer Agent may apply to an Officer of the Trust
for written instructions with respect to any matter arising in connection with
the Transfer Agent's duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or permitted by it in
good faith in accordance with such written instructions. Such application by the
Transfer Agent for written instruction from an Officer of the Trust may set
forth in writing any action proposed to be taken or omitted by the Transfer
Agent with respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The Transfer Agent shall
not be liable for any action taken or omitted in accordance with a proposal
included in any such application on or after the date specified therein unless,
prior to taking or omitting any such action, the Transfer Agent has received
written instructions in response to such application specifying the action to be
taken or omitted. The Transfer Agent may consult counsel to the Trust, or upon
prior written notice to the Trust, its own counsel, and the Trust shall
reimburse the Transfer Agent for reasonable attorney's fees incurred in
connection with such consultation. The Transfer Agent shall be fully protected
with respect to anything done or omitted by it in good faith in accordance with
the advice or opinion of counsel to the Trust or its own counsel.
11. The Transfer Agent will supply shareholder lists to the Trust upon
receiving a request therefor from an Officer of the Trust.
12. In case of any requests or demands for the inspection of the
shareholder records of the Trust, the Transfer Agent will endeavor to notify the
Trust and to secure instructions from an Officer as to such inspection the
Transfer Agent reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel that there is a
reasonable likelihood that the Transfer Agent will be held liable for the
failure to exhibit the shareholder records to such person; provided, however,
that in connection with any such disclosure the Transfer Agent shall promptly
notify the Trust that such disclosure has been made or is to be made.
13. At the request of an Officer the Transfer Agent will address and mail
such appropriate notices to shareholders as the Trust may direct.
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14. Notwithstanding any of the foregoing provisions of this Agreement, the
Transfer Agent shall be under no duty or obligation to inquire into, and shall
not be liable for:
(a) The legality of the issue or sale of any Shares, the sufficiency of
the amount to be received therefor, or the authority of the Approved Institution
or of the Trust, as the case may be, to request such sale or issuance;
(b) The legality of a Transfer of Shares, or of a redemption of any
Shares, the propriety of the amount to be paid therefor, or the authority of the
Approved Institution or of the Trust, as the case may be, to request such
transfer or redemption;
(c) The legality of the declaration of any dividend by the Trust or the
legality of the issue of any Shares in payment of any Share dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
15. The Transfer Agent shall be entitled to receive and the Trust hereby
agrees to pay to the Transfer Agent for its performance hereunder, including its
performance of the duties and functions set forth in Schedule 1 hereto, (i) its
reasonable out-of-pocket expenses (including reasonable legal expenses and
attorney's fees) incurred in connection with this Agreement and its performance
hereunder and (ii) such compensation as may be agreed upon in writing from time
to time by the Transfer Agent to the Trust.
16. The Transfer Agent shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, as the same may be amended from time to time, and no covenant or
obligation shall be implied in this Agreement against the Transfer Agent.
17. Purchase and Prices of Services.
(a) The Trust will compensate the Transfer Agent for, and Transfer
Agent will provide, beginning on the execution date of this agreement and
continuing until the termination of this agreement as provided herein after, the
Services set forth in Schedule 1.
(b) The current unit prices for the Services are set forth in Schedule
1 (the "Schedule 1 Prices"). At least ninety (90) days prior to the end of each
calendar year Transfer Agent may negotiate with Trust or Trust may negotiate
with Transfer Agent, to adjust the Schedule 1 Prices for services to be
performed in the following calendar year. Any increases in prices or one-time
charges due to changes in the legal or regulatory requirements will be subject
to the approval of the Board of Trustees, which approval shall not be
unreasonably withheld.
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18. Billing and Payment.
(a) The Transfer Agent shall xxxx the Trust monthly in arrears for
Accounts maintained and for any Out-of-Pocket Expenses incurred by the Transfer
Agent.
(b) The Trust shall pay the Transfer Agent within thirty (30) days of
the date of the xxxx.
ARTICLE VIII
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Trust, it shall be accompanied by a copy of a
resolution of the board of Trustees of the Trust, certified by the Secretary or
any Assistant Secretary, electing to terminate this Agreement and designating
the successor transfer agent or transfer agents. In the event such notice is
given by the Transfer Agent, the Trust shall, on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board of Trustees
certified by the Secretary or any Assistant Secretary designating a successor
transfer agent. If the Trust fails to designate successor transfer agent and if
the Transfer Agent is unable to find a successor transfer agent, the Trust
shall, upon the date specified in the notice of termination of this Agreement
and delivery of the records maintained hereunder, be deemed to be its own
transfer agent and the Transfer Agent shall thereby be relieved of all duties
and responsibilities pursuant to this Agreement.
ARTICLE IX
MISCELLANEOUS
1. The Trust agrees that prior to effecting any change in the Prospectus
which would increase or alter the duties and obligations of the Transfer Agent
hereunder, it shall advise the Transfer Agent of such proposed change at least
30 days prior to the intended date of the same, and shall proceed with such a
change only if it shall have received the written consent of the Transfer Agent
thereto, which shall not be unreasonably withheld.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust or Trust shall be sufficiently given if
addressed to the Trust and mailed or delivered to it at its office at the
address first above written, or at such other place as the Trust or Trust may
from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Transfer Agent shall be sufficiently given if
addressed to the Transfer Agent and mailed or delivered to it at its office at
0000 Xxx Xxxxxx, 11th
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Xxxxx, Xxxxxx, Xxxxx 00000 or at such place as the Transfer Agent may from time
to time designate in writing.
4. This Agreement may not be amended or modified in any manner except by a
written agreement by both parties with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns, provided, however, that
this agreement shall not be assignable by either party without the written
consent of the other party.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas.
7. This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
8. The provisions of this Agreement are intended to benefit only the
Transfer Agent, the Trust and the Trust, and no rights shall be granted to any
other person by virtue of this Agreement.
9. (a) The Transfer Agent is the successor to Provident Financial
Processing Corporation as Transfer Agent to the Trust. The Transfer Agent shall
not be liable or responsible and shall be indemnified as provided in Section VII
herein for any losses, claims, or damages arising from any inaccuracy of the
records provided to the Transfer Agent at the time of conversion.
(b) The Transfer Agent will endeavor to assist in resolving shareholder
inquiries and errors relating to the period during which Provident Financial
Processing Corporation acted as Transfer Agent. Any such inquiries or errors
which cannot be expediently resolved by Transfer Agent will be referred to the
Trust.
(c) In the event Share records are presented to the Transfer Agent
which are in conflict with records provided to the Transfer Agent by Provident
Financial Processing Corporation at the time of conversion, the Transfer Agent
will notify the Trust and Provident Financial Processing Corporation.
(d) The Transfer Agent shall not be responsible for the safekeeping and
maintenance of transfer agency records, canceled certificates and correspondence
of the Trust generated prior to the time of conversion including, but not
limited to, shareholder inquiry, regulatory compliance and audits.
10. The obligations of this Agreement are not binding upon any of the
Trustees or shareholders of the Trust individually but are binding only upon the
Trust. It is further understood and agreed that the Transfer Agent shall look
solely to the assets and property of a particular class of a Trust with respect
to the enforcement of any claim with respect to that class.
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
NATIONSBANK OF TEXAS, N.A. NATIONS FUND
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxxxx
------------------------------- -----------------------------
(Signature) (Signature)
Xxxxxx X. Xxxxx Xxxxxxxx X. Xxxxxxxx
------------------------------- -----------------------------
(Name Typed) (Name Typed)
Vice President Secretary
------------------------------- -----------------------------
(Title) (Title)
4/21/92 4/20/92
------------------------------- -----------------------------
(Date) (Date)
SCHEDULE 1
Transfer Agency Services
------------------------
In regards to your request for NationsBank Support Services to provide transfer
agency services for the Nations family fund (the "Nations Fund Family")
consisting of investment portfolios of Nations Fund (formerly MarketMaster
Trust) and Hatteras Funds, Inc. d/b/a Nations Fund Portfolios, we would like to
propose the following:
o Annual charge of $100,000 for up to 15 investment portfolios.
o Each additional investment portfolio would be added at an annual
cost of $6,500.
o Out of pocket expenses such as mailings, ad hoc reports, telephone
expenses, statement stationary, etc. will be borne by the Nations
Fund Family.
o Total shareholder base of 200 shareholders accounts.
o Each additional shareholder account over 200 would incur an annual
charge of $200.00.
The services that NationsBank Support Services would provide are as follows:
o Maintaining all Trust A and Trust B Shares shareholder information
and records.
o Responding to all Trust A and Trust B Shares shareholder inquiries.
o Processing of Trust A and Trust B Shares shareholder trades.
o Providing telephone staff from 8:00 a.m. CST to 4:30 p.m. CST to
answer shareholder calls (during NYSE days of business).
o Providing necessary tax reporting for shareholder accounts as
needed.
o Providing Blue Sky reports on request.
o Preparing and mailing daily trade confirmations.
o Preparing and mailing monthly statements.
o Assisting with implementation and conversion.
o Processing dividends for reinvestment or cash distribution.
o Providing necessary daily reports to Nations Fund Family's
Administrator.
