AMENDMENT TO THE
TRANSFER AGENCY AND SERVICES AGREEMENT
(With Facilities Management Arrangement)
THIS AMENDMENT dated as of this 1st day of January, 1999 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 Institutional Reserves, Nations Fund Portfolios,
Inc., Nations Life Goal Funds, Inc. and each other investment company which may
become a party hereto pursuant to the terms of this Agreement (individually a
"Fund", and collectively, the "Funds"), and First Data Investor Services Group,
Inc. f/k/a The Shareholder Services Group, Inc. (the "Transfer Agent").
RECITALS
WHEREAS, the parties hereto desire to amend certain provisions of the
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. Article 3 is hereby amended by adding the following new Section 3.4:
"3.4 In addition, the Transfer Agent shall perform the related print
mail services in connection with the services set forth herein. Fees for
such services shall be agreed upon from time to time by the parties."
2. Section 8.1 is hereby amended by deleting subsections (a) and (b) in their
entirety and inserting the following:
"(a) For the period December 1, 1998 through December 31, 1999, an amount
equal to 22.5% of such Costs during each month.
(b) For the period from January 1, 2000 through December 31, 2002 and
during each Renewal Term (as defined below), an amount equal to 15% of
such Costs during each month."
3. Article 16 - Term and Termination is hereby amended as follows:
(a) The first sentence of Section 16.1 is deleted in its entirety and
replaced with "This Agreement shall be effective on the date first written
above and shall continue through December 31, 2002 (the "Initial Term"),
unless earlier terminated pursuant to terms of this Agreement."
(b) Section 16.3 is deleted in its entirety.
(c) Section 16.5 is deleted in its entirety and replaced with the
following new Section 16.5:
"16.5 In the event that the total combined assets of the Funds and any
other open end investment companies affiliated with the Funds by reason of
having a common investment advisor is increase by $18 billion or more due
to a merger or acquisition involving the investment advisor or any
affiliates of the investment advisor, the Funds shall have the right to
terminate this Agreement upon twelve (12) months prior written notice to
the Transfer Agent. As used in this Article 16, "affiliates of the
adviser" shall mean (i) a direct or indirect owner of 50% or more of the
outstanding common stock of the adviser (a "parent") or (ii) any company
or association whose outstanding common stock is at least 50% owned,
directly or indirectly, by the adviser or by a parent."
(d) Modify Section 16.8 by deleting the phrase "Sections 16.3 or" and
inserting the word "Section".
4. The following new provision is hereby added to Schedule A - Duties of the
Transfer Agent:
"Cash Management Services. (a) The Transfer Agent shall establish demand
deposit accounts (DDA's) with a cash management provider to facilitate the
receipt of purchase payments and the processing of other Shareholder-related
transactions. The Transfer Agent shall retain any excess balance credits earned
with respect to the amounts in such DDA's ("Balance Credits") after such Balance
Credits are first used to offset any banking service fees charged in connection
with banking services provided on behalf of the Fund. Balance Credits will be
calculated and applied toward the Fund's banking service charges regardless of
the withdrawal of DDA balances described in Section (b) below.
(b) DDA balances which cannot be forwarded on the day of receipt may be
withdrawn on a daily basis and invested in U.S. Treasury and Federal Agency
obligations, money market mutual funds, repurchase agreements, money market
preferred securities (rated A or better), commercial paper (rated A1 or P1),
corporate notes/bonds (rated A or better) and/or Eurodollar time deposits
(issued by banks rated A or better). Investor Services Group bears the risk of
loss on any such investment and shall retain any earnings generated thereby.
Other similarly rated investment vehicles may be used, provided however,
Investor Services Group shall first notify the Fund of any such change.
(c) The Transfer Agent may facilitate the payment of distributions from
the Fund which are made by check ("Distributions") through the "IPS Official
Check" program. "IPS Official Check" is a product and service provided by the
Transfer Agent's affiliate, Integrated Payment Systems ("IPS"). IPS is licensed
and regulated as an "issuer of payment instruments". In the event the IPS
Official Check program is utilized, funds used to cover such Distributions shall
be forwarded to and held by IPS. IPS may invest such funds while awaiting
presentment of items for payment. In return the services
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provided by IPS, IPS imposes a $.07 per item charge which shall be paid by the
Funds as out-of-pocket expense and shall retain, and share with the Transfer
Agent, the benefit of the revenue generated from its investment practices."
5. Schedule D - Non-Margin Expenses is amended by adding the following items:
- Print Mail Fees
- Systems Programming utilizing non-dedicated systems resources
at $100 per/hr
- All conversion costs: including System start up costs
- Overtime, as approved by the Funds
- Travel and Entertainment, as approved by the Funds
6. Schedule E - Out-of-Pocket Expenses is amended by deleting the following
items:
- Printing costs, including certificates, envelopes, checks and
stationary
- Due diligence mailings
- Ad hoc reports
- Daily & Distribution advice mailings (including all periodic
reports)
- Year-end for production and mailings
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- All conversion costs: including System start up costs
- Systems Programming utilizing non-dedicated systems resources
at $100 per/hr
- Overtime, as approved by the Funds
- Travel and Entertainment, as approved by the Funds
The terms and provisions of this Amendment shall be deemed a part of the
Agreement for all purposes. To the extent that any provisions of this Amendment
modify or are otherwise inconsistent with any provisions of the Agreement, the
terms of this 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 Amendment to be
executed by their duly authorized officers, as of the day and year first written
above.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
Name: /s/ Jylanne X. Xxxxx
---------------------------
Title: Jylanne X. Xxxxx
NATIONS FUND, INC.
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By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Assistant Secretary
NATIONS FUND TRUST
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Assistant Secretary
CAPITOL MUTUAL FUNDS, d/b/a NATIONS
INSTITUTIONAL RESERVES
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Assistant Secretary
NATIONS FUND PORTFOLIOS, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Assistant Secretary
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NATIONS LIFEGOAL FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Assistant Secretary
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