EX.-99.B9(d)
CROSS INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 27th day of June, 1995, by and among
Nations Fund, Inc. (the "Company"), a Maryland corporation, Nations Fund Trust
(the "Trust"), a Massachusetts business trust and Nations Fund Portfolios, Inc.
("Nations Portfolios"), a Maryland corporation.
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 five 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-four operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, Nations Portfolios is an open-end management investment company
registered as such under 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 and Nations Portfolios plan to offer, on a
continuous basis, shares of common stock, units of beneficial interest and
shares of common stock, 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");
NOW THEREFORE, the Company, the Trust and Nations Portfolios hereby agree
as follows:
(1) (a) The Company will indemnify and hold harmless the Trust and
Nations Portfolios against any losses, claims, damages or
liabilities, to which the Trust or Nations Portfolios 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
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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 or Nations Portfolios by the
Company expressly for use therein; and will reimburse the Trust and
Nations Portfolios for any legal or other expenses reasonably
incurred by the Trust or Nations Portfolios 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 or Nations
Portfolios expressly for use in the Offering Documents.
(b) The Trust will indemnify and hold harmless the Company and
Nations Portfolios against any losses, claims, damages or
liabilities to which the Company or Nations Portfolios 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 or
Nations Portfolios by the Trust expressly for use therein; and will
reimburse the Company and Nations Portfolios for any legal or other
expenses reasonably incurred by the Company or Nations Portfolios 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 or Nations
Portfolios expressly for use in the Offering Documents.
(c) Nations Portfolios will indemnify and hold harmless the Company
and the Trust against any losses, claims, damages or liabilities to
which the Company or the 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
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Company or the Trust by Nations Portfolios expressly for use
therein; and will reimburse the Company and the Trust for any legal
or other expenses reasonably incurred by the Company or the Trust in
connection with investigating or defending any such action or claim;
provided, however, that Nations Portfolios 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 Nations Portfolios by the Company or the
Trust for use in the Offering Documents.
(d) Promptly after receipt by an indemnified party under subsection
(a), (b) or (c) 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 party 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 three or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
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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
---------------------------
A. Xxx Xxxxxx
Chairman of the Board of
Directors
NATIONS FUND TRUST
By: /s/ A. Xxx Xxxxxx
---------------------------
A. Xxx Xxxxxx
Chairman of the Board of
Trustees
NATIONS FUND PORTFOLIOS, INC.
By: /s/ A. Xxx Xxxxxx
---------------------------
A. Xxx Xxxxxx
Chairman of the Board of
Directors
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