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