Exhibit 99.H4
CROSS INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 1st day of August, 1999, by and among
Nations Fund, Inc. (the "Company"), a Maryland corporation, Nations Fund Trust
(the "Trust"), a Massachusetts business trust, Nations Fund Portfolios, Inc.
("Portfolios"), a Maryland corporation, Nations Reserves ("Reserves"), a
Massachusetts business trust and Nations Master Investment Trust (the "Master
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 nine 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-eight
operating investment portfolios, but which may from time to time consist of a
greater or lesser number of investment portfolios; and
WHEREAS, Portfolios is an open-end management investment company
registered as such under the 1940 Act, currently consisting of one operating
investment portfolio, 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 eleven 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 two 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, Portfolios and Reserves plan to offer,
on a continuous basis, shares of common stock, units of beneficial interest,
shares of common stock, 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 Reverse and therefore will be included in the
Joint Offerings and Registration Statements;
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NOW THEREFORE, the Company, the Trust, Portfolios, Reserves and the
Master Trust hereby agree as follows:
(1) (a)The Company will indemnify and hold harmless the Trust,
Portfolios, Reserves and the Master Trust against any losses,
claims, damages or liabilities, to which the Trust,
Portfolios, Reserves or the Master 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, Portfolios, Reserves or
the Master Trust by the Company expressly for use therein; and
will reimburse the Trust, Portfolios, Reserves and the Master
Trust for any legal or other expenses reasonably incurred by
the Trust, Portfolios, Reserves or the Master 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, Portfolios, Reserves or the Master Trust
expressly for use in the Offering Documents.
(b) The Trust will indemnify and hold harmless the Company,
Portfolios, Reserves and the Master Trust against any losses,
claims, damages or liabilities to which the Company,
Portfolios, 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 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
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furnished to the Company, Portfolios, Reserves or the Master
Trust by the Trust expressly for use therein; and will
reimburse the Company, Portfolios, Reserves and the Master
Trust for any legal or other expenses reasonably incurred by
the Company, Portfolios, Reserves or the Master 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, Portfolios, Reserves or the Master Trust
expressly for use in the Offering Documents.
(c) Portfolios 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 Portfolios 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 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 Portfolios
by the Company, the Trust, Reserves or the Master Trust for
use in the Offering Documents.
(d) Reserves will indemnify and hold harmless the Company, the
Trust, Portfolios and the Master Trust against any losses,
claims, damages or liabilities to which the Company, the
Trust, Portfolios 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
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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, Portfolios or the Master Trust by Portfolios
expressly for use therein; and will reimburse the Company, the
Trust, Portfolios and the Master Trust for any legal or other
expenses reasonably incurred by the Company, the Trust,
Portfolios 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 Reserves by the Company, the
Trust, Portfolios or the Master Trust for use in the Offering
Documents.
(e) The Master Trust will indemnify and hold harmless the
Company, the Trust, Reserves and Portfolios against any
losses, claims, damages or liabilities to which the Company,
the Trust, Reserves or 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, the Trust, Reserves or
Portfolios by the Master Trust expressly for use therein; and
will reimburse the Company, the Trust, Reserves and Portfolios
for any legal or other expenses reasonably incurred by the
Company, the Trust, Reserves or Portfolios 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 Portfolios 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,
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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
----------------------------
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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NATIONS RESERVES
By: /s/ A. Xxx Xxxxxx
-----------------------------
A. Xxx Xxxxxx
Chairman of the Board of
Trustees
NATIONS MASTER INVESTMENT TRUST
By: /s/ A. Xxx Xxxxxx
---------------------------
A. Xxx Xxxxxx
Chairman of the Board of
Trustees
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