SUB-TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 11th day of September, 1995, is by and
between THE SHAREHOLDER SERVICES GROUP, INC. ("TSSG", also referred to as the
"Transfer Agent"), a Massachusetts corporation and principal offices at One
Exchange Place, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and NATIONSBANK OF
TEXAS, N.A. ("NationsBank"), organized under the laws of Texas and having its
principal place of business at 0000 Xxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000.
WITNESSETH
WHEREAS, TSSG has been appointed transfer agent for those open-end
registered investment companies identified on the attached Schedule A
(individually the "Fund" and collectively the "Funds") pursuant to the terms of
the Transfer Agency and Services Agreement (the "Transfer Agent Agreement(s)")
with each such Fund;
WHEREAS, the Funds are authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets ("Portfolio"). Each such Portfolio shall also be
identified on Schedule A;
WHEREAS, each Portfolio is authorized to issue multiple classes of
shares including Trust A Shares and, in many cases, Trust B Shares (the "Trust
Shares"); and
WHEREAS, the Funds have authorized TSSG to subcontract with and appoint
NationsBank as its agent to perform certain administrative and ministerial
duties and obligations that the Transfer Agent has to the Funds with respect to
the Trust Shares and NationsBank desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, TSSG and NationsBank agree as follows:
Article 1 Definitions
1.1 Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of Incorporation,
Declaration of Trust, or other similar organizational document as the
case may be, of the Funds as the same may be amended from time to
time;
(b) "Authorized Person" shall be deemed to include (i) any authorized
Officer of the Fund; or (ii) any person, whether or not such person is
an Officer or employee of the Fund, duly authorized to give Oral
Instructions or Written Instructions on behalf of the Fund as
indicated in writing to the Transfer Agent from time to time;
(c) "Board of Directors" shall mean the Board of Directors or Board of
Trustees of the Fund, as the case may be;
(d) "Commission" shall mean the Securities and Exchange Commission;
(e) "Custodian" refers to any custodian or subcustodian of securities and
other property which the Fund may from time to time deposit, or cause
to be deposited or held under the name or account of such a custodian
pursuant to a Custodian Agreement;
(f) "1940 Act" shall mean the Investment Company Act of 1940, and the
rules and regulations promulgated thereunder, all as amended from time
to time;
(g) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by NationsBank from a person
reasonably believed by NationsBank to be an Authorized Person;
(h) "Prospectus" shall mean the most recently dated Fund Prospectuses and
Statements of Additional Information, including supplements thereto if
any, which have become effective under the Securities Act of 1933 and
the 1940 Act;
(i) "Shares" refers collectively to such Trust Shares of the Portfolios as
may be issued from time to time;
(j) "Shareholder" shall mean a record owner of Shares; and
(k) "Written Instructions" shall mean a written communication signed by a
person reasonably believed by NationsBank to be an Authorized Person
and actually received by the Transfer Agent. Written Instructions
shall include manually executed originals and authorized electronic
transmissions, including telefacsimile of a manually executed original
or other process.
Article 2 Appointment of NationsBank
2.1 TSSG hereby appoints NationsBank as its subcontractor and agent to perform
certain administrative and ministerial duties on behalf of the Funds, and
NationsBank hereby accepts such appointment and agrees to perform the
duties hereinafter set forth.
Article 3 Duties of NationsBank
3.1 NationsBank shall be responsible for administering and/or performing the
customary services of a transfer agent; for performing the customary
services of a service agent in connection with dividend and distribution
functions; and for performing shareholder account and administrative agent
functions in connection with the issuance, transfer and redemption or
repurchase (including coordination with the Custodian) of Shares, as more
fully described in the written Schedule of Duties of NationsBank annexed
hereto as Schedule B and incorporated herein, and in accordance with the
terms of the Prospectus, applicable law and the procedures established from
time to time between NationsBank and the Transfer Agent and/or the Funds.
3.2 Notwithstanding any of the foregoing provisions of this Agreement,
NationsBank and the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for: (i) the legality of the issuance
or sale of any Shares or the sufficiency of the amount to be received
therefor; (ii) the legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor; (iii) the legality of the
declaration of any dividend by the Board of Directors, or the legality of
the issuance of any shares in payment of any dividend; or (iv) the legality
of any recapitalization or readjustment of the Shares. It being understood
that such shall be the responsibility of the Funds.
3.3 In addition, the Funds shall verify the establishment of transactions in
Shares for each state on the system prior to activation and thereafter
monitor the daily activity for each state. The responsibility of
NationsBank for the Funds' blue sky state registration status is solely
limited to the initial establishment of transactions in Shares subject to
blue sky compliance by the Funds and the reporting of such transactions to
the Funds as provided above.
Article 4 Recordkeeping and Other Information
4.1 NationsBank shall create and maintain all records required of it pursuant
to its duties hereunder and as set forth in Schedule B in accordance with
all applicable laws, rules and regulations, including records required by
Section 31(a) of the 1940 Act. All records shall be available during
regular business hours for inspection and use by the Transfer Agent and the
Funds. Where applicable, such records shall be maintained by NationsBank
for the periods and in the places required by Rule 31a-2 under the 1940
Act.
4.2 To the extent required by Section 31 of the 1940 Act, NationsBank agrees
that all such records prepared or maintained by NationsBank relating to the
services to be performed by NationsBank hereunder are the property of the
Funds and will be preserved, maintained and made available in accordance
with such section, and will be surrendered promptly to the Funds on and in
accordance with the Funds' request.
4.3 In case of any requests or demands for the inspection of Shareholder
records of the Funds, NationsBank will endeavor to notify the applicable
Fund of such request and secure Written Instructions as to the handling of
such request. NationsBank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to comply with such request.
4.4 Upon reasonable notice by the applicable Fund, NationsBank shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this
Agreement for reasonable visitation by such Fund, or any person retained by
the Fund as may be necessary for the Fund to evaluate the quality of the
services performed by NationsBank pursuant hereto.
Article 5 Fund Instructions
5.1 NationsBank will have no liability when acting upon Written or Oral
Instructions believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until it receives Written Instruction thereof from
the Fund. NationsBank will also have no liability when processing Share
certificates which it reasonably believes to bear the proper manual or
facsimile signatures of the Officers of the Fund and the proper
countersignature of the Transfer Agent.
5.2 At any time, NationsBank may request Written Instructions from the Fund and
may seek advice from legal counsel for the Funds, or its own legal counsel,
with respect to any matter arising in connection with this Agreement, and
it shall not be liable for any action taken or not taken or suffered by it
in good faith in accordance with such Written Instructions or in accordance
with the opinion of counsel for the Funds or for NationsBank. Written
Instructions requested by NationsBank will be provided by the Fund within a
reasonable period of time.
5.3 NationsBank, its Officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person
representing or acting on behalf of a Fund only if said representative is
an Authorized Person. The Fund agrees that all Oral Instructions shall be
followed, within one business day, by confirming Written Instructions, and
that the Fund's failure to so confirm shall not impair in any respect
NationsBank's right to reply on Oral Instructions.
Article 6 Compensation
6.1 Upon receipt of the appropriate payment from the Funds, the Transfer Agent
will compensate NationsBank for the performance of its obligations
hereunder in accordance with the fees set forth in the written Fee Schedule
annexed hereto as Schedule C and incorporated herein. The Transfer Agent's
responsibility under this Section 6.1 is conditioned upon receipt of such
payment from the Funds.
Article 7 Representations and Warranties of NationsBank
7.1 NationsBank represents and warrants to the Transfer Agent that:
(a) it is a corporation duly organized and existing and in good standing
under the laws of Texas;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
(c) all requisite corporate proceedings have been taken to authorize it to
enter into this Agreement;
(d) it is duly registered with its appropriate regulatory agency as a
transfer agent and such registration will remain in effect for the
duration of this Agreement;
(e) it has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
Article 8 Representations and Warranties of the Transfer Agent
8.1 The Transfer Agent represents and warrants to NationsBank that:
(a) it is duly organized and existing and in good standing under the laws
of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws and the Transfer Agent Agreement to enter
into this Agreement;
(c) all corporate proceedings required by said Articles of Incorporation,
By-Laws and applicable laws have been taken to authorize it to enter
into this Agreement.
Article 9 Indemnification
9.1 To, and only to, the extent the Transfer Agent is indemnified by the Funds
pursuant to the terms of the Transfer Agent Agreements, NationsBank shall
not be responsible for and the Transfer Agent shall indemnify and hold
NationsBank harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments
and liabilities of any sort or kind which may be asserted against
NationsBank or for which NationsBank may be held to be liable (a "Claim")
arising out of or attributable to any of the following:
(a) Any actions of NationsBank required to be taken pursuant to this
Agreement unless such Claim resulted from a negligent act or omission
to act or bad faith by NationsBank in the performance of its duties
hereunder.
(b) NationsBank's reasonable reliance on, or reasonable use of
information, data, records and documents (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm copies)
received by NationsBank from the Funds, or any authorized third party
acting on behalf of the Funds, including but not limited to the
Transfer Agent or any prior transfer agent for the Funds, in the
performance of NationsBank's duties and obligations hereunder.
(c) The reliance on, or the implementation of, any Written or Oral
Instructions or any other instructions or requests which are provided
by an Authorized Person of the Fund.
(d) The offer or sale of shares by the Fund in violation of any
requirement under the securities laws or regulations of any state that
such Shares be registered in such state or in violation of any stop
order or other determination or ruling by any state with the respect
to the offer or sale of such Shares in such state.
(e) The Transfer Agent's refusal or failure to comply with the terms of
this Agreement, or any Claim which arises out of this Agreement, or
any Claim which arises out of the Transfer Agent's negligence or
misconduct or the breach of which any representation or warranty of
the Transfer Agent made herein.
9.2 Notwithstanding the foregoing Section 9.1, the Transfer Agent shall be
responsible for and indemnify and hold NationsBank harmless from and
against any and all claims by third parties, including, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments
and liabilities of any sort or kind which may be asserted against
NationsBank or for which NationsBank may be held to be liable arising out
of or attributable to a negligent act or omission to act or bad faith by
the Transfer Agent.
9.3 NationsBank shall indemnify and hold the Transfer Agent harmless from and
against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages, charges, payments and liabilities of any
sort or kind which may be asserted against the Transfer Agent or for which
the Transfer Agent may be held to be liable arising out of or attributable
to any negligent act or failure to act or bad faith or willful misconduct
on the part of NationsBank in connection with the performance of its duties
under this Agreement.
9.4 In any case in which either party (the "Indemnifying Party") may be asked
to indemnify or hold the other (the "Indemnified Party") harmless, the
Indemnified Party will notify the Indemnifying Party promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although
the failure to do so shall not prevent recovery by the Indemnified Party
and the Indemnified Party shall keep the Indemnifying Party advised with
respect to all developments concerning such situation. The Indemnifying
Party shall have the option to defend the Indemnified Party against any
Claim which may be the subject of this indemnification, and, in the event
that the Indemnifying Party so elects, such defense shall be conducted by
counsel chosen by the Indemnifying Party and satisfactory to the
Indemnified Party, and thereupon the Indemnifying Party shall take over
complete defense of the Claim and the Indemnified Party shall sustain no
further legal or other expenses in respect of such Claim. The Indemnified
Party will not confess any Claim or make any compromise in any case in
which the Indemnifying Party will be asked to provide indemnification,
except with the Indemnifying Party's prior written consent.
9.5 The obligations of the parties hereto under this Article 9 shall survive
the termination of this Agreement.
Article 10 Standard of Care
10.1 NationsBank shall at all times, act in good faith and agrees to use its
best efforts within commercially reasonable limits to ensure the accuracy
of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Transfer Agent unless said errors
are caused by NationsBank's own negligence, bad faith or willful misconduct
or that of its employees.
Article 11 Consequential Damages
11.1 In no event and under no circumstances shall either party to this Agreement
be liable to the other party for consequential or indirect loss of profits,
reputation or business or any other special damages under any provision of
this Agreement or for any act or failure to act hereunder.
Article 12 Term and Termination
12.1 This Agreement shall be effective on the date first written above and shall
continue for a period of five (5) years (the "Initial Term"), unless
earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive terms of three
(3) years ("Renewal Terms") each.
12.2 Either party may terminate this Agreement at the end of the Initial Term or
any subsequent Renewal Term upon not less than ninety (90) days, or more
than one-hundred eighty (180) days, prior written notice to the other
party.
12.3 In the event a termination notice is given by the Transfer Agent, all
expenses associated with movement of records and materials and conversion
thereof to the Transfer Agent or to a successor subcontractor, will be
borne by the Transfer Agent.
12.4 If a party hereto is guilty of a material failure to perform its duties and
obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting
Party, and if such material breach shall not have been remedied within
thirty (30) days after such written notice is given, then the
Non-Defaulting Party may terminate this Agreement by giving thirty (30)
days written notice of such termination to the Defaulting Party. If
NationsBank is the Non-Defaulting Party, its termination of this Agreement
shall not constitute a waiver of any other rights or remedies of
NationsBank with respect to services performed prior to such termination of
rights of NationsBank to be reimbursed for out-of-pocket expenses. In all
cases, termination by the Non-Defaulting Party shall not constitute a
waiver by the Non-Defaulting Party of any other rights it might have under
this Agreement or otherwise against the Defaulting Party.
12.5 Notwithstanding any provision of this Article 12 to the contrary, this
Agreement shall terminate simultaneously with any termination of the
Transfer Agent Agreement.
Article 13 Confidentiality
13.1 In connection with the services provided by NationsBank hereunder, certain
confidential and proprietary information regarding NationsBank and the
Transfer Agent may be disclosed to the other. In connection therewith, the
parties agree as follows:
(a) Confidential Information disclosed under this Agreement shall mean:
(i) any data or information that is competitively sensitive material, and
not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance,
operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating
to the past, present or future business activities of NationsBank, the
Transfer Agent or the Funds, their respective parent corporations,
their respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of the foregoing;
(ii) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in
the sense that its confidentiality affords NationsBank, the Transfer
Agent or the Funds a competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.
(b) Confidential Information also includes, without limitation, all
documents, inventions, substances, engineering and laboratory
notebooks, drawings, diagrams, specifications, bills of material,
equipment, prototypes and models, and any other tangible manifestation
of the foregoing which now exist or come into the control or
possession of the party.
13.2 Except as expressly authorized by prior written consent of the disclosing
party ("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential Information to Recipient's
employees who have a need-to-know in connection with the subject
matter thereof;
(b) advise those employees who have access to the Confidential Information
of the proprietary nature thereof and of the obligations set forth in
this Confidentiality Agreement;
(c) take appropriate action by instruction or agreement with the employees
having access to Discloser's Confidential Information to fulfill
Recipient's obligations under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by using a
reasonable degree of care, but not less than that degree of care used
by Recipient in safeguarding its own similar information or material;
(e) use all of Discloser's Confidential Information solely for purposes
that it was intended;
(f) not disclose any of Discloser's Confidential Information to third
parties.
13.3 Upon Discloser's request, Recipient shall surrender to Discloser all
memoranda, notes, records, drawings, manuals, records, and other documents
or materials (and all copies of same) relating to or containing Discloser's
Confidential Information. When Recipient returns the materials, Recipient
shall certify in writing that it has returned all materials containing or
relating to the Confidential Information.
13.4 The obligations of confidentiality and restriction on use in this Article
13 shall not apply to any Confidential Information that Recipient proves:
(a) Was in the public domain prior to the date of this Agreement or
subsequently came into the public domain through no fault of
Recipient;
(b) Was lawfully received by Recipient from a third party free of any
obligation of confidence to the third party;
(c) Was already in Recipient's possession prior to receipt from Discloser;
(d) Is required to be disclosed in a judicial or administrative proceeding
after all reasonable legal remedies for maintaining such information
in confidence have been exhausted including, but not limited to,
giving Discloser as much advance notice as practical of the
possibility of disclosure to allow Discloser to stop such disclosure
or obtain a protective order concerning such disclosure; or
(e) Is subsequently and independently developed by Recipient's employees,
consultants or agents without reference to Confidential Information.
13.5 NationsBank and the Transfer Agent agree that money damages would not be a
sufficient remedy for breach of this Article 13. Accordingly, in addition
to all other remedies that either party may have, a party shall be entitled
to specific performance and injunctive or other equitable relief as a
remedy for any breach of this Agreement. The parties agree to waive any
requirement for a bond in connection with any such injunctive or other
equitable relief.
Article 14 Force Majeure
14.1 In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, labor
difficulties, mechanical breakdowns, equipment or transmission failure or
damage reasonably beyond its control, or other causes reasonably beyond its
control, such party shall not be liable for damages to the other for any
damages resulting from such failure to perform or otherwise from such
causes.
Article 15 Amendments
15.1 This Agreement may only be amended or modified by a written instrument
executed by both parties.
Article 16 Subcontracting
16.1 The Transfer Agent agrees that NationsBank may, in its discretion,
subcontract for certain of the services described under this Agreement or
the Schedules hereto; provided that the appointment of any such
subcontractor shall not relieve NationsBank of its responsibilities
hereunder.
Article 17 Arbitration
17.1 Any Claim or controversy arising out of or relating to this Agreement, or
breach hereof, shall be settled by arbitration administered by the American
Arbitration Association in Boston, Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
17.2 The parties hereby agree that judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
17.3 The parties acknowledge and agree that the performance of the obligations
under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law
provisions in this Agreement, the parties agree that the Federal
Arbitration Act shall govern and control with respect to the provisions of
this Article 17.
Article 18 Notice
18.1 Any notice or other instrument authorized or required by this Agreement to
be given in writing to NationsBank or the Transfer Agent, shall be
sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
To the Transfer Agent:
The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to TSSG's General Counsel
To: NationsBank
NationsBank
NationsBank Plaza
000 X. Xxxxx Xxxxxx, XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxx Xxxxxxx
Article 19 Successors
19.1 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 assigned to any person other than a person
controlling, controlled by or under common control with the assignor
without the written consent of the other party, which consent shall not be
unreasonably withheld.
Article 20 Governing Law
20.1 This Agreement shall be governed exclusively by the laws of the
Commonwealth of Massachusetts without reference to the choice of law
provisions thereof. Subject to Article 17, each party to this Agreement
hereby (i) consents to the personal jurisdiction of the Commonwealth of
Massachusetts courts over the parties hereto, hereby waiving any defense of
lack of personal jurisdiction; and (ii) appoints the person to whom notices
hereunder are to be sent as agent for service of process.
Article 21 Counterparts
21.1 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.
Article 22 Captions
22.1 The captions included in this Agreement are for convenience of reference
only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 23 Relationship of Parties
23.1 The parties agree that they are independent contractors and not partners or
co-venturers and nothing contained herein shall be interpreted or construed
otherwise.
Article 24 Entire Agreement; Severability
24.1 This Agreement and the Schedules attached hereto constitute the entire
agreement of the parties hereto relating to the matters covered hereby and
supersede any previous agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining provisions shall not
be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year written
above.
THE SHAREHOLDER SERVICES
GROUP, INC.
By: /s/ Xxxx X. Xxxx
------------------------------------
Title: Executive Vice President and Chief
------------------------------------
Operating Officer
-----------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------
Title: Senior Vice President
------------------------------------
SCHEDULE A
FUND PORTFOLIOS
NATIONS FUND TRUST:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
3. Nations Value Fund
4. Nations Strategic Growth Fund
5. Nations Capital Growth Fund
6. Nations MidCap Growth Fund
7. Nations LargeCap Index Fund
8. Nations Managed Index Fund
9. Nations SmallCap Index Fund
10. Nations Aggressive Growth Fund
11. Nations Short-Intermediate Government Fund
12. Nations Short-Term Income Fund
13. Nations Strategic Income Fund
14. Nations Bond Fund
15. Nations Municipal Income Fund
16. Nations Short-Term Municipal Income Fund
17. Nations Intermediate Municipal Bond Fund
18. Nations Florida Intermediate Municipal Bond Fund
19. Nations Florida Municipal Bond Fund
20. Nations Georgia Intermediate Municipal Bond Fund
21. Nations Georgia Municipal Bond Fund
22. Nations Maryland Intermediate Municipal Bond Fund
23. Nations Maryland Municipal Bond Fund
24. Nations North Carolina Intermediate Municipal Bond Fund
25. Nations North Carolina Municipal Bond Fund
26. Nations South Carolina Intermediate Municipal Bond Fund
27. Nations South Carolina Municipal Bond Fund
28. Nations Tennessee Intermediate Municipal Bond Fund
29. Nations Tennessee Municipal Bond Fund
30. Nations Texas Intermediate Municipal Bond Fund
31. Nations Texas Municipal Bond Fund
32. Nations Virginia Intermediate Municipal Bond Fund
33. Nations Virginia Municipal Bond Fund
NATIONS FUND INC.
1. Nations Prime Fund
2. Nations Treasury Fund
3. Nations Equity Income Fund
4. Nations Small Company Fund
NATIONS RESERVES:
1. Nations Convertible Securities Fund
2. Nations California Municipal Bond Fund
3. Nations Intermediate Bond Fund
4. Nations Blue Chip Fund
5. Nations International Equity Fund
6. Nations International Value Fund
7. Nations Emerging Markets Fund
NATIONS FUNDS TRUST:
1. Nations High Yield Bond Fund
2. Nations MidCap Index Fund
3. Nations Kansas Municipal Income Fund
4. Nations Xxxxxxx 21st Century Fund
5. Nations Xxxxxxx International Opportunities Fund
6. Nations Financial Services Fund
7. Nations Classic Value Fund
8. Nations Global Value Fund
9. Nations Asset Allocation Fund
10. Nations Government Securities Fund
11. Nations Xxxxxxx Focused Equities Fund
12. Nations Xxxxxxx Growth & Income Fund
13. Nations LifeGoal Growth Portfolio
14. Nations LifeGoal Balanced Growth Portfolio
15. Nations LifeGoal Income and Growth Portfolio
Last Amended: June 8, 2001
IN WITNESS WHEREOF, the parties hereto have caused the amended Schedule
A to be executed by their officers designated below as of the 8th day of June,
2001.
PFPC Inc. (indirect successor to The
Shareholder Services Group, Inc.)
By: /s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
BANK OF AMERICA, N.A. (indirect successor
to NationsBank of Texas, N.A.)
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Senior Vice President
Schedule B
DUTIES OF NATIONSBANK
1. Shareholder Information. NationsBank shall maintain a record of the number
of Shares held by each Shareholder of record which shall include name,
address, and taxpayer identification number and which shall indicate
whether such Shares are held in certificates or uncertificated form.
2. Shareholder Services. NationsBank shall respond as appropriate to all
inquiries and communications from Shareholders relating to Shareholder
accounts with respect to its duties hereunder and as may be from time to
time mutually agreed upon between NationsBank and the Transfer Agent (or
the Funds as the case maybe).
3. Share Certificates.
(a) At the expense of the Funds, the Funds shall supply NationsBank with
an adequate supply of blank share certificates to meet NationsBank's
requirements therefor. Such Share certificates shall be properly
signed by facsimile. Notwithstanding the death, resignation, or
removal of any Officer of the Fund whose signature appears on such
certificates, NationsBank or its agent may continue to countersign
certificates which bear such signatures until otherwise directed by
Written Instructions.
(b) NationsBank shall issue replacement Share certificates in lieu of
certificates which have been lost, stolen or destroyed, upon receipt
by NationsBank of properly executed affidavits and lost certificate
bonds, in form satisfactory to NationsBank, with the applicable Fund
and NationsBank as obligees under the bond.
(c) NationsBank shall also maintain a record of each certificate issued,
the number of Shares represented thereby and the Shareholder of
record. With respect to Shares held in open accounts or uncertificated
form (i.e., no certificate being issued with respect thereto) the
Transfer Agent shall maintain comparable records of the Shareholders
thereof, including their names, addresses and taxpayer identification
numbers. NationsBank shall further maintain a stop transfer record on
lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. NationsBank will
address and mail to Shareholders of the Funds, all reports to Shareholders,
dividend and distribution notices and proxy material for the Funds'
meetings of Shareholders. In connection with meetings of Shareholders,
NationsBank will prepare Shareholder lists, mail and certify as to the
mailing of proxy materials, process and tabulate returned proxy cards,
report on proxies voted prior to meetings, act as inspector of election at
meetings and certify Shares voted at meetings.
5. Sales of Shares.
(a) NationsBank shall not be required to issue any Shares of the Funds
where it has received a Written Instruction from the applicable Fund
or official notice from any appropriate authority that the sale of the
Shares of such Fund has been suspended or discontinued. The existence
of such Written Instructions or such official notice shall be
conclusive evidence of the right of NationsBank to rely on such
Written Instructions or official notice.
(b) In the event that any check or other order for the payment of money is
returned unpaid for any reason, NationsBank will endeavor to: (i) give
prompt notice of such return to the applicable Fund or its designee;
(ii) place a stop transfer order against all Shares issued as a result
of such check or order; and (iii) take such actions as NationsBank may
from time to time deem appropriate.
6. Transfer and Repurchase.
(a) NationsBank shall process all requests to transfer or redeem Shares in
accordance with the transfer or repurchase procedures set forth in the
applicable Fund's Prospectus.
(b) NationsBank will transfer or repurchase Shares upon receipt of Oral or
Written Instructions or otherwise pursuant to the Prospectus and Share
certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as NationsBank reasonably may deem
necessary.
(c) NationsBank reserves the right to refuse to transfer or repurchase
Shares until it is satisfied that the endorsement on the instructions
is valid and genuine. NationsBank also reserves the right to refuse to
transfer or repurchase Shares until it is satisfied that the requested
transfer or repurchase is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers or
repurchases which NationsBank, in its reasonable judgment, deems
improper or unauthorized, or until it is reasonably satisfied that
there is no basis to any claims adverse to such transfer or
repurchase.
(d) When Shares are redeemed, NationsBank shall, upon receipt of the
instructions and documents in proper form, deliver to the Custodian
and the applicable Fund or its designee a notification setting forth
the number of Shares to be redeemed. Such redeemed Shares shall be
reflected on appropriate accounts maintained by NationsBank reflecting
outstanding Shares of the applicable Fund and Shares attributed to
individual accounts.
(e) NationsBank shall, upon receipt of the monies paid to it by the
Custodian for the redemption of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures
described in the Written Instructions received by NationsBank from the
Funds.
(f) NationsBank shall not process or effect any repurchase with respect to
Shares of any Fund after receipt by NationsBank or its agent of
notification of the suspension of the determination of the net asset
value of such Fund.
7. Dividends.
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Funds with respect to
Shares of the Funds, the Funds shall furnish or cause to be furnished
to NationsBank Written Instructions setting forth the date of the
declaration of such dividend or distribution, the ex-dividend date,
the date of payment thereof, the record date as of which Shareholders
entitled to payment shall be determined, the amount payable per Share
to the Shareholders of record as of that date, the total amount
payable to NationsBank on the payment date and whether such dividend
or distribution is to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution of the
Board of Directors, the applicable Fund will pay to NationsBank
sufficient cash to make payment on such payment date to the
Shareholders of record on the record date.
(c) If, prior to the payment date, NationsBank does not receive sufficient
cash from the applicable Fund to make total dividend and/or
distribution payments to all Shareholders of record of such Fund as of
the record date, NationsBank will, upon notifying such Fund, withhold
payment to all Shareholders of record as of the record date until
sufficient cash is provided to NationsBank.
8. Daily Activity. NationsBank will communicate via fax all "net" activity for
the day to TSSG. TSSG shall update the transfer agent system and notify
fund accounting of money movement based on such information.
9. In addition to and neither in lieu nor in contravention of the services set
forth above, NationsBank shall: (i) perform all the customary services of a
transfer agent, registrar, dividend disbursing agent and agent of the
dividend reinvestment and cash purchase plan as described herein consistent
with those requirements in effect as of the date of this Agreement. The
detailed definition, frequency, limitations and associated costs (if any)
set out in the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing proxies, tabulating proxies, mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts where applicable, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect to dividends
and distributions by federal authorities for all Shareholders.
Schedule C
Fee Schedule
Upon receipt of the appropriate payment from the Funds, the Transfer Agent will
compensate NationsBank for the performance of its obligations hereunder in
accordance with a flat fee of $251,000 per year ($20,916.67 per month).
