CROSS INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 14th day of February, 2000, by and
among Nations Fund, Inc. (the "Company"), a Maryland corporation, Nations Fund
Trust (the "Trust"), a Massachusetts business trust, Nations Reserves
("Reserves"), a Massachusetts business trust, Nations Master Investment Trust
(the "Master Trust"), a Delaware business trust and Nations Funds Trust ("Funds
Trust"), a Delaware business trust.
WHEREAS, the Company is an open-end management investment company
registered as such under the Investment Company Act of 1940 (the "1940 Act"),
currently consisting of seven operating investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios; and
WHEREAS, the Trust is an open-end management investment company
registered as such under the 1940 Act, currently consisting of thirty-six
operating investment portfolios, but which may from time to time consist of a
greater or lesser number of investment portfolios; and
WHEREAS, Reserves is an open-end management investment company
registered as such under the 1940 Act, currently consisting of sixteen operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, the Master Trust is an open-end management investment company
registered as such under the 1940 Act, currently consisting of seven operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, Funds Trust is an open-end management investment company
registered as such under the Investment Company Act of 1940 (the "1940 Act"),
currently consisting of three operating investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios; and
WHEREAS, the Company, the Trust, Reserves and Funds Trust plan to
offer, on a continuous basis, shares of common stock, units of beneficial
interest, units of beneficial interests and units of beneficial interests,
respectively, in their investment portfolios ("Securities") in a combined set of
prospectuses ("Prospectuses") and/or preliminary prospectuses ("Preliminary
Prospectuses") (such offering of Securities to be hereinafter referred to as the
"Joint Offering") and plan to file, from time to time, such combined set of
prospectuses and other materials with the Securities and Exchange Commission
("SEC") (such filings with the SEC to be referred to herein as the "Registration
Statements");
WHEREAS, certain information relating to the Master Trust must be
included in the prospectuses of Reserves and Funds Trust and therefore will be
included in the Joint Offerings and Registration Statements;
NOW THEREFORE, the Company, the Trust, Reserves, the Master Trust and
Funds Trust hereby agree as follows:
(1) (a) The Company will indemnify and hold harmless the Trust, Reserves, the
Master Trust and Funds Trust against any losses, claims, damages or
liabilities, to which the Trust, Reserves, the Master Trust or Funds
Trust may become subject under the Securities Act of 1933 (the "Act"),
the 1940 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Prospectuses, any Preliminary Prospectuses, the
Registration Statements, any other Prospectuses relating to the
Securities, or any amendments or supplements to the foregoing
(hereinafter referred to collectively as the "Offering Documents"), or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written information
furnished to the Trust, Reserves, the Master Trust or Funds Trust by the
Company expressly for use therein; and will reimburse the Trust,
Reserves, the Master Trust and Funds Trust for any legal or other
expenses reasonably incurred by the Trust, Reserves, the Master Trust or
Funds Trust in connection with investigating or defending any such action
or claim; provided, however, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage, or liability
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Offering Documents
in reliance upon and in conformity with written information furnished to
the Company by the Trust, Reserves, the Master Trust or Funds Trust
expressly for use in the Offering Documents.
(b) The Trust will indemnify and hold harmless the Company, Reserves, the
Master Trust and Funds Trust against any losses, claims, damages or
liabilities to which the Company, Reserves, the Master Trust or Funds
Trust may become subject under the Act, the 1940 Act, or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon and untrue statement or
alleged untrue statement of a material fact contained in the Offering
Documents or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated or
necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written information
furnished to the Company, Reserves, the Master Trust or Funds Trust by
the Trust expressly for use therein; and will reimburse the Company,
Reserves, the Master Trust and Funds Trust for any legal or other
expenses reasonably incurred by the Company, Reserves, the Master Trust
or Funds Trust in connection with investigating or defending any such
action or claim; provided, however, that the Trust shall not be liable in
any such case to the extent that any such loss, claim, damage, or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in the Offering
Documents in reliance upon and in conformity with written information
furnished to the Trust by the Company, Reserves, the Master Trust or
Funds Trust expressly for use in the Offering Documents.
(c) Reserves will indemnify and hold harmless the Company, the Trust, the
Master Trust and Funds Trust against any losses, claims, damages or
liabilities to which the Company, the Trust, the Master Trust or Funds
Trust may become subject under the Act, the 1940 Act, or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Offering
Documents or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated or
necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written information
furnished to the Company, the Trust, the Master Trust or Funds Trust by
Reserves expressly for use therein; and will reimburse the Company, the
Trust, the Master Trust and Funds Trust for any legal or other expenses
reasonably incurred by the Company, the Trust, the Master Trust or Funds
Trust in connection with investigating or defending any such action or
claim; provided, however, that Reserves shall not be liable in any such
case to the extent that any such loss, claim, damage, or liability arises
out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Offering Documents in
reliance upon and in conformity with written information furnished to
Reserves by the Company, the Trust, the Master Trust or Funds Trust for
use in the Offering Documents.
(d) The Master Trust will indemnify and hold harmless the Company, the
Trust, Reserves and Funds Trust against any losses, claims, damages or
liabilities to which the Company, the Trust, Reserves or Funds Trust may
become subject under the Act, the 1940 Act, or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Offering Documents or arise
out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated or necessary to make the
statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Offering Documents in
reliance upon and in conformity with written information furnished to the
Company, the Trust, Reserves or Funds Trust by the Master Trust expressly
for use therein; and will reimburse the Company, the Trust, Reserves and
Funds Trust for any legal or other expenses reasonably incurred by the
Company, the Trust, Reserves or Funds Trust in connection with
investigating or defending any such action or claim; provided, however,
that the Master Trust shall not be liable in any such case to the extent
that any such loss, claim, damage, or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Offering Documents in reliance upon and in
conformity with written information furnished to the Master Trust by the
Company, the Trust, Reserves or Funds Trust for use in the Offering
Documents.
(e) Funds Trust will indemnify and hold harmless the Company, the Trust,
Reserves and the Master Trust against any losses, claims, damages or
liabilities to which the Company, the Trust, Reserves or the Master Trust
may become subject under the Act, the 1940 Act, or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the Offering Documents
or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated or necessary to make
the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written information
furnished to the Company, the Trust, Reserves or the Master Trust by
Funds Trust expressly for use therein; and will reimburse the Company,
the Trust, Reserves and the Master Trust for any legal or other expenses
reasonably incurred by the Company, the Trust, Reserves or the Master
Trust in connection with investigating or defending any such action or
claim; provided, however, that Reserves shall not be liable in any such
case to the extent that any such loss, claim, damage, or liability arises
out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Offering Documents in
reliance upon and in conformity with written information furnished to
Funds Trust by the Company, the Trust, Reserves or the Master Trust for
use in the Offering Documents.
(f) Promptly after receipt by an indemnified party under subsection (a),
(b),(c), (d) or (e) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party or parties under such subsection, notify
the indemnifying party or parties in writing of the commencement thereof;
but the omission to so notify the indemnifying party or parties shall not
relieve it or them from any liability which it or they may have to any
indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify
the indemnifying party or parties of the commencement thereof, the
indemnifying party or parties shall be entitled to participate therein
and, to the extent that either indemnifying party or both shall wish, to
assume the defense thereof, with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party or parties to such
indemnified part of its or their election so to assume the defense
thereof, the indemnifying party or parties shall not be liable to such
indemnified party under such subsection for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
reasonable costs of investigation.
(2) This agreement may be executed simultaneously in five or more
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed by their authorized officers designated below as of the day and
year first written above.
NATIONS FUND, INC.
By:/s/ A. Xxx Xxxxxx
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A. Xxx Xxxxxx
Chairman of the Board of Directors
NATIONS FUND TRUST
By:/s/ A. Xxx Xxxxxx
--------------------------------------
A. Xxx Xxxxxx
Chairman of the Board of Trustees
NATIONS RESERVES
By:/s/ A. Xxx Xxxxxx
--------------------------------------
A. Xxx Xxxxxx
Chairman of the Board of Trustees
NATIONS MASTER INVESTMENT TRUST
By:/s/ A. Xxx Xxxxxx
--------------------------------------
A. Xxx Xxxxxx
Chairman of the Board of Trustees
NATIONS FUNDS TRUST
By:/s/ A. Xxx Xxxxxx
--------------------------------------
A. Xxx Xxxxxx
Chairman of the Board of Trustees
