TRANSFER AGENCY AND SERVICES AGREEMENT
(With Facilities Management Arrangement)
THIS AGREEMENT, dated as of this first day of June, 1995 between NATIONS
FUND, INC., a Maryland corporation, NATIONS FUND TRUST, a Massachusetts business
trust, THE CAPITOL MUTUAL FUNDS, a Massachusetts business trust, NATIONS FUND
PORTFOLIOS, INC., a Maryland corporation, 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"), each with its principal
place of business at 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 and
additional offices at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000,
and THE SHAREHOLDER SERVICES GROUP, INC. (the "Transfer Agent"), a Massachusetts
corporation with principal offices at Xxx Xxxxxxxx Xxxxx, 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000.
WITNESSETH
WHEREAS, each Fund desires to appoint the Transfer Agent as its transfer
agent, dividend disbursing agent and agent in connection with certain other
activities and the Transfer Agent desires to accept such appointment;
WHEREAS, each Fund may authorize the issuance of Shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets ("Portfolio");
WHEREAS, each Fund and each Portfolio of a Fund subject to this Agreement,
including any investment company or Portfolio as may be added to this Agreement
pursuant to Section 17, shall be identified in the attached Schedule G; and
WHEREAS, the Transfer Agent and NationsBank, N.A. (Carolinas)
("NationsBank") have entered into a Facilities Management Agreement ("Facilities
Agreement") dated June 1, 1995 pursuant to which the Transfer Agent has
established a servicing and processing center to provide transfer agent services
on behalf of the Funds in Charlotte, North Carolina (the "Charlotte Facility").
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Funds and the Transfer Agent 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 a Fund as the same
may be amended from time to time.
(b) "Authorized Person" of a Fund shall be deemed to include (i) any
authorized officer of the Fund; (ii) the members of the Joint
Operations Board (as hereinafter defined); or (iii) 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" of a Fund 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" of a Fund 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) "Joint Operations Board" shall mean the joint board comprised of
one senior representative from the Transfer Agent, one individual
designated by the Funds jointly to represent their respective
interests and the most senior Transfer Agent manager of the
Charlotte Facility.
(g) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, all as amended from
time to time.
(h) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by the Transfer Agent from a
person reasonably believed by the Transfer Agent to be an
Authorized Person;
(i) "Prospectus" of a Fund shall mean collectively the most recently
dated Fund Prospectuses and Statements of Additional Information,
including any supplements thereto, if any, with respect to each
Portfolio of the Fund which have become effective under the
Securities Act of 1933 and the 1940 Act.
(j) "Shares" of a Fund refers collectively to such shares of capital
stock or beneficial interest, as the case may be, or class
thereof, of the Fund as may be issued from time to time.
(k) "Shareholder" shall mean a record owner of Shares.
(l) "Written Instructions" shall mean a written communication signed
by a person reasonably believed by the Transfer Agent 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.
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Article 2 Appointment of the Transfer Agent
2.1 Each Fund hereby appoints and constitutes the Transfer Agent as transfer
agent and dividend disbursing agent for Shares of the Fund and the Transfer
Agent hereby accepts such appointments and agrees to perform the duties
hereinafter set forth.
Article 3 Duties of the Transfer Agent
3.1 The Transfer Agent shall be responsible for:
(a) Administering and performing the customary services of a transfer
agent; agent in connection with dividend and distribution
functions; and agent in connection with shareholder account and
administrative 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 the Transfer Agent annexed hereto
as Schedule A and incorporated herein, and in accordance with the
terms of each Fund's Prospectus, applicable law and the
procedures established from time to time between the Transfer
Agent and the Funds.
(b) Recording the issuance of Shares and maintaining pursuant to
Commission Rule 17Ad-10(e) a record of the total number of Shares
which are authorized, based upon data provided to it by each
Fund, and issued and outstanding. The Transfer Agent shall
provide each Fund on a regular basis with the total number of
Shares which are authorized and issued and outstanding and shall
have no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of any
laws relating to the legality or validity of the issue or sale of
such Shares, which functions shall be the sole responsibility of
the Fund.
(c) 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: (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.
3.2 In addition, each Fund shall verify the establishment of shares or share
transactions for each State prior to activation on the Transfer Agent's
system and thereafter monitor the daily activity of shares for each State
based upon daily transactions recorded by the Transfer Agent and
transmitted to the Fund or its designated agent. The responsibility of the
Transfer Agent for a Fund's blue sky State registration status is solely
limited to the initial establishment of shares or share transactions
subject to blue sky compliance by the Fund and the reporting of such
transactions to the Fund as provided above.
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3.3 In addition to the duties set forth herein, the Transfer Agent shall
perform such other duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in writing between the
Funds and the Transfer Agent.
Article 4 Duties of the Joint Operations Board
4.1 The Joint Operations Board will be responsible for the following with
respect to the services to be performed by the Transfer Agent under this
Agreement (the "Services"):
(a) General oversight of the provision of Services by the Transfer
Agent, including, but not limited to, the creation and quarterly
review of quality standards governing the Services pursuant to
Article 5 hereof, the establishment of strategic and/or
operational goals with respect to the Services to be provided at
the Charlotte Facility, and addressing such issues and concerns
that may arise from time to time amongst the Funds and the
Transfer Agent under this Agreement.
(b) Review and approval of, from a technical feasibility standpoint,
imaging and other new technologies proposed to be used by the
Transfer Agent in performing the Services at the Charlotte
facility.
(c) Review and approval of the Charlotte Facility budget and expense
statements, including those costs for which compensation is
sought by the Transfer Agent pursuant to Article 8 hereof.
(d) Review of those costs incurred by the Transfer Agent, other than
in connection with the Charlotte Facility, for which compensation
is sought by the Transfer Agent pursuant to Article 8 hereof.
4.2 With respect to matters described in Section 4.1 above, the decision of the
Funds' representative on the Joint Operations Board shall control.
4.3 On a monthly basis, the Transfer Agent shall provide to the Joint
Operations Board a statement of the internal and external costs incurred by
the Transfer Agent in connection with the provision of Services for which
the Transfer Agent will seek reimbursement under Article 8 hereof.
Article 5 Quality Standards
5.1 The quality of service provided by the Transfer Agent hereunder shall be
maintained at or above the levels set forth in Schedule B hereto. Such
quality standards shall govern the Services provided by the Transfer Agent
until a new set of quality standards is established pursuant to Section 5.2
hereof.
5.2 As soon as practicable after the first ninety (90) days of operation of the
Charlotte Facility, the Joint Operations Board shall establish a new set of
quality standards reasonably acceptable to the Funds and the Transfer
Agent.
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5.3 The Joint Operations Board shall review and update, if necessary, the
quality standards on a semi-annual basis.
5.4 If, at any time during the term of this Agreement, 20% or more of the
then-current quality standards (e.g., 2 or more out of 10 standards) are
not met by the Transfer Agent during any month (as evidenced by monthly
reports), the Funds shall promptly notify the Transfer Agent in writing of
such failure and the details relating to such failure. If, any of the
failed quality standards are not met by the Transfer Agent during the three
month period commencing thirty (30) days after the Transfer Agent receives
such notice, the Funds shall have the right to terminate this Agreement on
thirty (30) days notice.
5.5 Notwithstanding the foregoing, the Funds shall not have the right to
terminate this Agreement based on the failure by the Transfer Agent to have
satisfied a quality standard if such failure was caused directly by the
negative vote of the Funds' representative on the Joint Operations Board
with respect to a commercially reasonable funding request of the Transfer
Agent for the Charlotte Facility.
Article 6 Recordkeeping and Other Information
6.1 The Transfer Agent shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule A 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
Funds. Where applicable, such records shall be maintained by the Transfer
Agent for the periods and in the places required by Rule 31a-2 under the
1940 Act.
6.2 To the extent required by Section 31 of the 1940 Act, the Transfer Agent
agrees that all such records prepared or maintained by the Transfer Agent
relating to the Services are the property of the relevant Fund and will be
preserved, maintained and made available in accordance with such section,
and will be surrendered promptly to such Fund on and in accordance with the
Fund's request.
6.3 In case of any requests or demands for the inspection of Shareholder
records of a Fund, the Transfer Agent will endeavor to notify the Fund of
such request and secure Written Instructions as to the handling of such
request. The Transfer Agent reserves the right, upon prior notice to the
Fund, 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.
6.4 Upon reasonable notice by a Fund, the Transfer Agent 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 the Fund, or any person retained by the Fund as
may be necessary for the Fund to evaluate the quality of the Services
performed by the Transfer Agent pursuant hereto.
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Article 7 Fund Instructions
7.1 The Transfer Agent will have no liability when acting for a Fund in
accordance with Written or Oral Instructions believed to have been executed
or orally communicated by an Authorized Person of the Fund and will not be
held to have any notice of any change of authority of any person until
receipt of a Written Instruction thereof from the Fund. The Transfer Agent
will also have no liability when processing Share certificates for a Fund
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.
7.2 The Transfer Agent may request Written Instructions from a Fund and may
seek advice from legal counsel for the Fund with prior notice to the Fund,
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 Fund or
for the Transfer Agent. Written Instructions requested by the Transfer
Agent will be provided by the Fund within a reasonable period of time.
7.3 The Transfer Agent, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them with respect to a Fund
by any person representing or acting on behalf of the Fund only if said
representative is an Authorized Person of the Fund. The Funds agree that
all Oral Instructions shall be followed within one business day by
confirming Written Instructions, and that the Funds' failure to so confirm
shall not impair in any respect the Transfer Agent's right to reply on Oral
Instructions.
Article 8 Compensation
8.1 The Funds shall reimburse the Transfer Agent for all the Transfer Agent's
"Costs" incurred in connection with the provision of Services as set forth
in the written Schedule of Costs annexed hereto as Schedule C and
incorporated herein and in addition the Funds shall compensate the Transfer
Agent for the following amounts (the "Margin");
(a) During the first 36 months of the Initial Term (as defined
below), an amount equal to 15% of such Costs during each month.
(b) During the last 24 months of the Initial Term and during each
Renewal Term (as defined below), an amount equal to 12.5% of such
Costs during each month.
8.2 Notwithstanding the foregoing, the charges incurred by the Transfer Agent
under the Facilities Agreement with NationsBank and such other expenses set
forth in the written schedule of Non-Margin Expenses annexed hereto as
Schedule D shall not be included as Costs in connection with the
calculation of the Margin amounts set forth in Subsections 8.1(a) and (b).
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8.3 In addition to the Costs and Margin described above, the Fund shall
reimburse the Transfer Agent, and will be billed separately for, those
out-of-pocket expenses incurred by the Transfer Agent in the performance of
its duties hereunder as specified in the written schedule of out-of-pocket
expenses annexed hereto as Schedule E and incorporated herein.
8.4 The Funds agree to pay all fees and out-of-pocket expenses within thirty
(30) days following the receipt of the respective invoice. The Funds shall
not be obligated to pay amounts that are reasonably in dispute until such
dispute is resolved.
Article 9 Documents
9.1 In connection with the appointment of the Transfer Agent, each Fund shall,
on or before the date this Agreement goes into effect, but in any case
within a reasonable period of time for the Transfer Agent to prepare to
perform its duties hereunder, deliver or cause to be delivered to the
Transfer Agent the documents set forth in the written schedule of Fund
Documents annexed hereto as Schedule F.
Article 10 Transfer Agent System
10.1 The Transfer Agent shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by the Transfer Agent in
connection with the services provided by the Transfer Agent to the Fund
herein (the "Transfer Agent System").
10.2 The Transfer Agent hereby grants to each Fund a limited license to the
Transfer Agent System for the sole and limited purpose of having the
Transfer Agent provide the services contemplated hereunder and nothing
contained in this Agreement shall be construed or interpreted otherwise and
such license shall immediately terminate upon the termination of this
Agreement.
10.3 The Transfer Agent agrees to provide the Funds with full access to the
Transfer Agent System and all enhancements thereto to the same extent that
such is made available to other Transfer Agent clients.
10.4 In the event the Funds desire the Transfer Agent to develop any
enhancements for the Transfer Agent System, the parties shall agree on the
staffing requirements which will be subject to the approval of the Joint
Operations Board.
10.5 In the event the Funds request an enhancement to the Transfer Agent System
which is estimated to require 5,000 programming hours or more ("Enhancement
Project") and the Funds agree to assume the cost of such Enhancement
Project, the Funds and the Transfer Agent shall agree in writing on any
restrictions imposed on the Transfer Agent with respect to the use of such
enhancement prior to commencement of the Enhancement Project.
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10.6 Each Fund reserves the right to review and examine "imaging" and
significant other technological developments to be implemented with the
Transfer Agent System from a technical feasibility standpoint.
Article 11 Representations and Warranties of the Transfer Agent
11.1 The Transfer Agent represents and warrants to each Fund that:
(a) It is a corporation duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(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 the appropriate regulatory agencies 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 12 Representations and Warranties of the Funds
12.1 Each Fund represents and warrants to the Transfer Agent 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 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;
(d) A registration statement under the Securities Act of 1933, as
amended, is currently effective and will remain effective, and
all appropriate state securities law filings have been made and
will continue to be made, with respect to all Shares of the Fund
being offered for sale;
(e) All outstanding Shares are validly issued, fully paid and
non-assessable and that, when Shares are hereafter issued in
accordance with the terms of the Fund's Articles of Incorporation
and its Prospectus, such Shares shall be validly issued, fully
paid and non-assessable.
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Article 13 Indemnification
13.1 The Transfer Agent shall not be responsible for and each Fund 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 (a "Claim") arising out of or attributable to any of the
following:
(a) Any actions of the Transfer Agent required to be taken pursuant
to this Agreement for the Fund unless such Claim resulted from a
negligent act or failure to act or bad faith by the Transfer
Agent in the performance of its duties hereunder.
(b) The Transfer Agent'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 the Transfer Agent from the Fund,
or any authorized third party acting on behalf of the Fund,
including but not limited to the prior transfer agent for the
Fund, in the performance of the Transfer Agent's duties and
obligations hereunder.
(c) The reliance on, or the implementation of, any Written or Oral
Instructions or any other instructions or requests of the Fund
which are deemed to be provided by an Authorized Person of the
Fund.
(d) The offer or sales 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
respect to the offer or sale of such Shares in such state.
(e) The Fund's refusal or failure to comply with the terms of this
Agreement, or any Claim which arises out of the Fund's negligence
or misconduct or the breach of any representation or warranty of
the Fund made herein.
13.2 In any case in which a Fund may be asked to indemnify or hold the Transfer
Agent harmless, the Transfer Agent will notify the Fund promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Fund although the failure
to do so shall not prevent recovery by the Transfer Agent, unless the Fund
is actually prejudiced thereby, and the Transfer Agent shall keep the Fund
advised with respect to all developments concerning such situation. The
Fund shall have the option to defend the Transfer Agent against any Claim
which may be the subject of this indemnification, and, in the event that
the Fund so elects, such defense shall be conducted by counsel chosen by
the Fund and satisfactory to the Transfer Agent, and thereupon the Fund
shall take over complete defense of the Claim and the Transfer Agent shall
sustain no further legal or other expenses in respect of such Claim. The
Transfer Agent will not confess any Claim or make any compromise in
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any case in which the Fund will be asked to provide indemnification, except
with the Fund's prior written consent. The obligations of the parties
hereto under this Article shall survive the termination of this Agreement,
so long as the Transfer Agent and the Fund act in good faith and are not
negligent in their actions.
Article 14 Standard of Care
14.1 The Transfer Agent 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 Funds unless said errors are
caused by the Transfer Agent's own negligence, bad faith or willful
misconduct or that of its employees.
Article 15 Consequential Damages
15.1 In no event and under no circumstances shall either a Fund or the Transfer
Agent be liable to another 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 16 Term and Termination
16.1 This Agreement shall be effective on the date first written above and shall
continue for a period of sixty (60) months (the "Initial Term"), unless
earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive terms of
twenty-four (24) months ("Renewal Terms") each, unless terminated pursuant
to this Agreement.
16.2 The Funds or the Transfer Agent may terminate this Agreement at the end of
the Initial Term or at the end of any subsequent Renewal Term upon not less
than nine (9) months prior written notice to the other parties.
16.3 Upon a minimum of nine (9) months prior written notice from the Boards of
Directors of the Funds, the Funds may terminate this Agreement at the end
of the thirty-sixth (36th) or forty-eighth (48th) month of the Initial
Term.
16.4 The Funds shall have the right to terminate this Agreement immediately upon
the insolvency or bankruptcy of the Transfer Agent or the appointment of a
receiver for the Transfer Agent, or with respect to any of its assets, or
any change in the financial condition of the Transfer Agent which impedes
the ability of the Transfer Agent to perform any of its obligations
hereunder which is not cured by the Transfer Agent within thirty (30) days
of such occurrence. The Funds shall have the right to seek to renegotiate
this Agreement and, if such negotiations are not successful within a
reasonable period of time, not to exceed ninety (90) days, to terminate
this Agreement upon the transfer of ownership of a controlling interest in
the Transfer Agent by or to any person other than a person who was an
affiliate of the Transfer Agent or its parent company immediately before
the transfer.
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16.5 In the event that the total number of combined Shareholder accounts for the
Funds and any other open-end investment companies affiliated with the Funds
by reason of having a common investment adviser exceeds three times the
1994 Shareholder account base of 130,000 due to merger or acquisition
activity involving the investment adviser or any affiliates of the adviser,
the Funds shall have the right to terminate this Agreement upon nine (9)
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.
16.6 In the event this Agreement is terminated by the Funds pursuant to Section
5.4, all expenses associated with the movement of records and materials to
a successor transfer agent will be borne by the Transfer Agent. In the
event of a termination pursuant to any other sections, all expenses
associated with conversion will be borne by the Funds. The Transfer Agent
shall cooperate with any such conversion to a successor transfer agent and
shall use its best efforts to mitigate the costs associated with such
transfer.
16.7 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 the
Transfer Agent is the Non-Defaulting Party, its termination of this
Agreement shall not constitute a waiver of any other rights or remedies of
the Transfer Agent with respect to services performed prior to such
termination or rights of the Transfer Agent to be reimbursed for
out-of-pocket expenses incurred prior to such termination. 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. The Defaulting Party
shall not be released from any liability with respect to such services
performed prior to such termination.
16.8 In the event of termination of this Agreement by the Funds pursuant to
Sections 16.3 or 16.5:
(a) Prior to the effective date of the termination, the Funds shall
reimburse the Transfer Agent for all unamortized costs incurred
by the Transfer Agent in establishing the Charlotte Facility.
(b) Prior to the effective date of the termination, the Funds shall
assume any and all obligations that the Transfer Agent may have
to third parties arising out of or in connection with the
Transfer Agent's operations at the Charlotte Facility and that
the Transfer Agent is not able to terminate prior to the
effective date of the termination of this Agreement.
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(c) Prior to the effective date of the termination, the Funds shall
pay the Transfer Agent an amount equal to 80% of the cumulative
Margin (as defined in Section 8.1) paid by the Funds to the
Transfer Agent for the twelve months preceding the notice of
termination, unless the Funds' investment adviser or any
affiliate of the adviser has acquired an entity providing
comparable transfer agency services to those provided under this
Agreement.
(d) The Funds shall reimburse the Transfer Agent for all reasonable
expenses (other than accrued vacation, sick or other leave)
incurred by the Transfer Agent in connection with the termination
of the Transfer Agent's employees located at the Charlotte
Facility, or, at the option of the Funds, the transfer of such
employees to another entity providing services to the Funds. The
Transfer Agent shall be obligated to seek to minimize any such
expenses to the extent commercially practicable.
(e) The Transfer Agent shall transfer to the Funds all physical
assets located at the Charlotte Facility.
Article 17 Additional Portfolios and Funds
17.1 In the event that a Fund establishes one or more Portfolios in addition to
those identified initially on Schedule G, with respect to which the Fund
desires to have the Transfer Agent render services as transfer agent under
the terms hereof, the Fund shall so notify the Transfer Agent in writing,
and if the Transfer Agent agrees in writing to provide such services (such
agreement not to be withheld unreasonably), Schedule G shall be amended to
include such additional Portfolios.
17.2 Subsequent to the effective date of this Agreement, one or more registered
investment companies (a "New Fund") for which NationsBank or any of its
affiliates acts as investment adviser may become a party to this Agreement
upon execution of a written adoption agreement by such New Fund pursuant to
which such New Fund agrees to be bound by the terms of this Agreement (an
"Adoption Agreement"). Following the execution of an Adoption Agreement by
a New Fund, such New Fund shall be deemed a Fund for all purposes of this
Agreement and shall have all the rights, obligations and duties of a Fund
under this Agreement.
Article 18 Confidentiality
18.1 In connection with the services provided by the Transfer Agent hereunder,
certain confidential and proprietary information regarding the Transfer
Agent and the Fund may be disclosed to the other. In connection therewith,
the parties agree as follows:
(a) "Confidential Information" 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,
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sales estimates, business plans, and internal performance
results relating to the past, present or future business
activities of the Transfer Agent or the Fund, their
respective parent corporation, 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 the Transfer Agent or the Fund 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 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.
18.2 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 and agent who have a need-to-know in
connection with the subject matter thereof;
(b) advise those employees and agents who have access to the
Confidential Information of the proprietary nature thereof and of
the obligations set forth in this Confidential Agreement;
(c) take appropriate action by instruction or agreement with the
employees and agents 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 confidential
information or material;
(e) use all of Discloser's Confidential Information solely for
purposes for which the Confidential Information was conveyed; and
(f) not disclose any of Discloser's Confidential Information, or
information derived therefrom, to third parties.
13
18.3 Upon Discloser's request, Recipient shall surrender to Discloser all
memoranda, notes, records, drawings, manuals, 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.
18.4 The obligations of confidentiality and restriction on use in this Article
18 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; or
(b) Was received by Recipient from a third party without Recipient's
knowledge that the third party was not legally entitled to
disclose such information; or
(c) Was already in Recipient's possession prior to receipt from
Discloser; or
(d) Is required to be disclosed in a judicial or administrative
proceeding after 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 take
appropriate legal action to seek to prevent such disclosure; or
(e) Is subsequently and independently developed by Recipient's
employees, consultants or agents without reference to
Confidential Information.
18.5 The Funds and the Transfer Agent agree that money damages would not be a
sufficient remedy to an injured party for breach of this Article 18.
Accordingly, in addition to all other remedies that a party may have, a
party shall be entitled to specific performance and injunctive or other
equitable relief against another party as a remedy for any breach of the
obligations set forth in this Article 18. The parties agree to waive any
requirement for a bond in connection with any such injunctive or other
equitable relief.
18.6 The rights and obligations established by this Article 18 shall survive the
termination of this Agreement.
Article 19 Force Majeure
19.1 In the event a party is unable to perform its obligations under the terms
of this Agreement because of acts of God or by reason of circumstances
beyond its control, including war, national emergencies, strikes, labor
difficulties, insurrection, riots or the failure or unavailability of
transportation or communication services or power supplies, such party
shall not be liable for damages incurred by any other party resulting from
such failure to perform. The above in no way relieves the Transfer Agent or
the Funds of responsibility for exercising all backup and contingency plans
available and in effect at
14
such time and does not affect any other remedies that a party may have
under this Agreement.
Article 20 Amendments
20.1 This Agreement may only be amended or modified by a written instrument
executed by all parties except that Schedule A may be amended in the manner
set forth in Section 17.1.
Article 21 Subcontracting
21.1 Each Fund agrees that the Transfer Agent, in its discretion, may after
notification to the Funds, subcontract for certain of the services to be
provided by the Transfer Agent under this Agreement or the Schedules
hereto; provided that the appointment of any such subcontractor shall not
relieve the Transfer Agent of its responsibilities hereunder.
Article 22 Arbitration
22.1 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 Charlotte, North Carolina 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.
22.2 The parties hereby agree that judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
22.3 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 22.
Article 23 Notice
23.1 Any notice or other instrument authorized or required by this Agreement to
be given in writing to a party, 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 such party may from time to time designate in writing.
To either of the Funds:
[Name of Applicable Fund]
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Corporate Secretary
15
To the Transfer Agent:
The Shareholder Services Group
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to:
General Counsel (same address)
Article 24 Successors
24.1 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 25 Governing Law
25.1 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 22 hereof, each party hereto 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 26 Counterparts
26.1 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 27 Captions
27.1 The captions of this Agreement are included 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 28 Use of Transfer Agent/Fund Name
28.1 The Funds shall not use the name of the Transfer Agent in any Prospectus,
Statement of Additional Information, Shareholders' report, sales literature
or other material relating to the Fund in a manner not approved prior
thereto in writing by the Transfer Agent; provided, that the Transfer Agent
need only receive notice of all reasonable uses of its name which merely
refer in accurate terms to its appointment hereunder or which are required
by any government agency or applicable law or rule.
16
28.2 The Transfer Agent shall not use the name of a Fund or material relating to
a Fund on any documents or forms for other than internal use in a manner
not approved prior thereto in writing by such Fund; provided, that the Fund
need only receive notice of all reasonable uses of its name which merely
refer in accurate terms to the appointment of the Transfer Agent as
transfer agent for the Fund or which are required by any government agency
or applicable law or rule.
Article 29 Relationship of Parties
29.1 The parties agree that they are independent contractors and not partners or
co-venturers and nothing contained herein shall be interpreted or construed
otherwise.
29.2 The parties hereby acknowledge and agree that each Fund has entered into
this Agreement independently on behalf of itself and its Portfolios which
are now or may hereafter be identified on Schedule G. Notwithstanding
anything to the contrary contained in this Agreement, (i) each Fund
individually shall have the rights and obligations of a Fund as set forth
in this Agreement, (ii) any action by a Fund in violation of this Agreement
shall not affect the rights and obligations of any other Fund under this
Agreement, and (iii) the Transfer agent, in seeking to enforce any
provisions of this Agreement with respect to a Portfolio, shall look solely
to the assets and revenues of such Portfolio and that in no event shall the
Transfer Agent in seeking to enforce such obligation have recourse to the
independent assets or revenues of any other Portfolio.
Article 30 Entire Agreement; Severability
30.1 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 first above
written.
NATIONS FUND, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Title: Secretary
-----------------------------------
NATIONS FUND TRUST
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Title: Secretary
-----------------------------------
17
THE CAPITOL MUTUAL FUNDS
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Title: Secretary
-----------------------------------
NATIONS FUND PORTFOLIOS, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Title: Secretary
-----------------------------------
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ (Illegible)
-----------------------------------
Title: (Illegible)
-----------------------------------
18
Schedule A
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent shall maintain a record of the
number of Shares held by each Shareholder of record which shall include
full registration information, including, but not limited to, name, address
and taxpayer identification number and which shall indicate whether such
Shares are held in certificated or uncertificated form.
2. Shareholder Services. The Transfer Agent 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 the Transfer Agent and the Funds.
3. Share Certificates.
(a) At the expense of the appropriate Fund, each Fund shall supply the
Transfer Agent with adequate supply of blank share certificates to
meet the Transfer Agent's requirements therefor. Such Share
certificates shall be properly signed by facsimile. Each Fund agrees
that, notwithstanding the death, resignation, or removal of any
officer of the Fund whose signature appears on such certificates, the
Transfer Agent or its agent may continue to countersign certificates
which bear such signatures until otherwise directed by Written
Instructions.
(b) The Transfer Agent shall issue replacement Share certificates in lieu
of certificates which have been lost, stolen or destroyed, upon
receipt by the Transfer Agent of properly executed affidavits and lost
certificate bonds, in form satisfactory to the Transfer Agent, with
the appropriate Fund and the Transfer Agent as obligees under the
bond.
(c) The Transfer Agent 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 in
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 number. The Transfer Agent shall further maintain a
stop transfer record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. The Transfer Agent
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, the Transfer Agent 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.
1
5. Sales of Shares
(a) The Transfer Agent shall not be required to issue any Shares of a Fund
where it has received a Written Instruction from the Fund or official
notice from any appropriate authority that the sale of the Shares of
the Fund has been suspended or discontinued. The existence of such
Written Instructions or such official notice shall be conclusive
evidence of the right of the Transfer Agent 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, the Transfer Agent will endeavor to:
(i) give prompt notice of such return to the 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 the Transfer
Agent may from time to time deem appropriate.
6. Transfer and Repurchase
(a) The Transfer Agent shall process all requests to transfer or redeem
Shares in accordance with the transfer or repurchase procedures set
forth in the Funds' Prospectus.
(b) The Transfer Agent 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 the Transfer Agent
reasonably may deem necessary.
(c) The Transfer Agent reserves the right to refuse to transfer or
repurchase Shares until it is satisfied that the endorsement on the
instructions is valid and genuine. The Transfer Agent 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 the Transfer Agent, in
its good 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, the Transfer Agent shall, upon receipt of
the instructions and documents in proper form, deliver to the
Custodian and the appropriate 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 the
Transfer Agent reflecting outstanding Shares of the Fund and Shares
attributed to individual accounts.
(e) The Transfer Agent, 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 the Transfer Agent
from the Funds.
2
(f) The Transfer Agent shall not process or effect any repurchase with
respect to Shares of the Fund after receipt by the Transfer Agent or
its agent of notification of the suspension of the determination of
the net asset value of the Fund.
7. Dividends
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of a Fund with respect to
Shares of the Fund, the Fund shall furnish or cause to be furnished to
the Transfer Agent 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 the Transfer Agent 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 Fund will pay to the Transfer Agent 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, the Transfer Agent does not receive
sufficient cash from the Fund to make total dividend and/or
distribution payments to all Shareholders of the Fund of the record
date, the Transfer Agent will, upon notifying the Fund, withhold
payment to all Shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
8. In addition to and neither in lieu nor in contravention of the services set
forth above, the Transfer Agent 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 at 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.
3
Schedule B
Quality Standards
(Effective October 2, 1995 as updated on September 25, 1995)
For all funds, open-end and closed-end, serviced by TSSG, under the Transfer
Agency and Services Agreement (with Facilities Management Arrangement) dated
June 1, 1995, the following quality standards shall apply. This schedule shall
replace the temporary quality standard Schedule B in the original agreement as
referenced in Section 5.2.
Financials:
----------
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials:
--------------
Maintenances 98%
Transfers 98%
Correspondence 98%
Adjustments 98%
Telephone Calls 98%
New Accounts:
------------
New Account Set-ups 98%
--------------------------------------------------------------------------------
Performance Standards
--------------------------------------------------------------------------------
Telephone Performance Standards
================================================================================
Average speed of answer 20 seconds or less
--------------------------------------------------------------------------------
Calls abandoned 2% of calls that wait 20 second or more
--------------------------------------------------------------------------------
Service level* 80%
--------------------------------------------------------------------------------
Article 1 -----------------------
* Represents the percentage of calls answered within 20 seconds.
Schedule B
[List of Initial Quality Standards based on
1994 quarterly senior management reports]
Nations Fund
------------
Financial Transactions
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Maintenance 98%
Transfers 98%
New Accounts 98%
% = minimum acceptable levels
Closed End Funds
----------------
Financials 98%
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Certificate Processing 98%
Maintenance 98%
Transfers 98%
New Accounts 98%
% = minimum acceptable levels
Capitol Funds
-------------
Financials
Subscriptions 98%
Redemptions 98%
Exchanges 98%
Non-Financials
Maintenance 98%
Transfers 98%
1
New Accounts 98%
% = minimum acceptable levels
2
Schedule C
Schedule of Costs
1. For purposes of this Agreement, "Costs" shall mean all internal and
external costs incurred by the Transfer Agent in connection with and
properly allocated to the Services provided under the Agreement, including,
but not limited to, the costs involved with the operation of the Charlotte
Facility, those costs reasonably incurred by the Transfer Agent to achieve
the quality standards imposed on it under the terms of this Agreement and
the Transfer Agent's overhead, depreciation and amortization costs,
excepting out-of-pocket expenses and such other costs agreed to in writing
by the Transfer Agent and the Funds.
2. The Funds shall have the right to audit, at their own expense, the books
and records of the Transfer Agent with respect to the Costs for which the
Transfer Agent seeks reimbursement under Article 8 on an annual basis, or
more frequently if the Funds have a reasonable basis to dispute any cost
for which the Transfer Agent seeks reimbursement.
3. The Transfer Agent shall use its best efforts to minimize the costs
incurred by it in connection with the provisions of services under this
Agreement to the extent such action is commercially reasonable and
consistent with the quality standards imposed under this Agreement.
Schedule D
Non-Margin Expenses
- Facilities related expenses as incurred by the Transfer Agent
under the Facilities Management Agreement between the Transfer
Agent and NationsBank
- Out-of-Pocket expenses
- Sub-Transfer Agent Fees and Expenses
- Any other expenses agreed to in writing by the Transfer Agent and
the Funds
Schedule E
OUT-OF-POCKET EXPENSES
The Funds shall reimburse the Transfer Agent monthly for reasonable
out-of-pocket expenses incurred in connection with the provision of Services
under this Agreement, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes, checks and
stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct
pass through to the Funds
- Due diligence mailings
- Telephone and telecommunication costs, including all lease,
maintenance and line costs (excluding such telephone and
telecommunications costs provided by NationsBank pursuant to the
Facilities Agreement)
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings (including all periodic
statements)
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment and
any expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Overtime, as approved by the Funds
- Temporary staff, as approved by the Funds
- Travel and entertainment, as approved by the Funds
- Record retention, retrieval and destruction costs, including, but
not limited to exit fees charged by third party record keeping
vendors
- Third party audit reviews
- All conversion costs: including System start up costs
- Insurance
- Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities
under this Agreement.
- Systems Programming utilizing non-dedicated systems resources at
$100 per hour
The Funds agree that postage and mailing expenses will be paid on the day
of or prior to mailing as agreed with the Transfer Agent. In addition, the Funds
will promptly reimburse the Transfer Agent for any other unscheduled expenses
incurred by the Transfer Agent whenever the Funds and the Transfer Agent
mutually agree that such
1
expenses are not otherwise properly borne by the Transfer Agent as part of its
duties and obligations under the Agreement.
2
Schedule F
Fund Documents
- Certified copy of the Articles of Incorporation of the Fund, as
amended
- Certified copy of the By-laws of the Fund, as amended
- Copy of the resolution of the Board of Directors authorizing the
execution and delivery of this Agreement
- Specimens of the certificates for Shares of the Fund, if applicable,
in the form approved by the Board of Directors of the Fund, with a
certificate of the Secretary of the Fund as to such approval
- All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the
Fund
- Certified list of Shareholders of the Fund with the name, address and
taxpayer identification number of each Shareholder, and the number of
Shares of the Fund held by each, certificate numbers and denominations
(if any certificates have been issued), lists of any accounts against
which stop transfer orders have been placed, together with the reasons
therefore, and the number of Shares redeemed by the Fund.
- All notices issued by the Fund with respect to the Shares in
accordance with and pursuant to the Articles of Incorporation or
By-laws of the Fund or as required by law and shall perform such other
specific duties as are set forth in the Articles of Incorporation
including the giving of notice of any special or annual meetings of
shareholders and any other notices required thereby.
SCHEDULE G
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
1
NATIONS RESERVES:
1. Nations Government Reserves
2. Nations Municipal Reserves
3. Nations Cash Reserves
4. Nations Treasury Reserves
5. Nations Money Market Reserves
6. Nations California Tax-Exempt Reserves
7. Nations Convertible Securities Fund
8. Nations California Municipal Bond Fund
9. Nations Intermediate Bond Fund
10. Nations Blue Chip Fund
11. Nations International Equity Fund
12. Nations International Value Fund
13. Nations Emerging Markets Fund
NATIONS SEPARATE ACCOUNT TRUST (FORMERLY NATIONS ANNUITY TRUST):
1. Nations Value Portfolio
2. Nations Xxxxxxx International Opportunities Portfolio
3. Nations Xxxxxxx 21st Century Portfolio
4. Nations Xxxxxxx Focused Equities Portfolio
5. Nations Xxxxxxx Growth & Income Portfolio
6. Nations Capital Growth Portfolio
7. Nations Small Company Portfolio
8. Nations Asset Allocation Portfolio
9. Nations High Yield Bond Portfolio
10. Nations International Value Portfolio
11. Nations MidCap Growth Portfolio
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
2
CLOSED END FUNDS:
1. Nations Balanced Target Maturity Fund
2. Nations Government Income Term Trust 2003, Inc.
3. Nations Government Income Term Trust 2004, Inc.
Last Amended: June 8, 2001
3
IN WITNESS WHEREOF, the parties hereto have caused the amended Schedule G
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
-----------------------------------
Name: Xxxx Xxxxxx
NATIONS FUND TRUST
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Xxxxxxx X. Xxxxx, Xx.
Secretary
NATIONS FUND, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Xxxxxxx X. Xxxxx, Xx.
Secretary
NATIONS RESERVES
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Xxxxxxx X. Xxxxx, Xx.
Secretary
4
NATIONS SEPARATE ACCOUNT TRUST (formerly
Nations Annuity Trust)
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------
Xxxxxxx X. Xxxxx, Xx.
Secretary
NATIONS FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------
Xxxxxxx X. Xxxxx, Xx.
Secretary
NATIONS BALANCED TARGET MATURITY FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Secretary
NATIONS GOVERNMENT INCOME TERM TRUST 2003,
INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Secretary
5
NATIONS GOVERNMENT INCOME TERM TRUST 2004,
INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Secretary
6
