SUB-TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 11th day of September, 1995, is by and
between THE SHAREHOLDER SERVICES GROUP, INC. ("TSSG", also referred to as the
"Transfer Agent"), a Massachusetts corporation and principal offices at One
Exchange Place, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and NATIONSBANK OF
TEXAS, N.A. ("NationsBank"), organized under the laws of Texas and having its
principal place of business at 0000 Xxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000.
WITNESSETH
WHEREAS, TSSG has been appointed transfer agent for those open-end
registered investment companies identified on the attached Schedule A
(individually the "Fund" and collectively the "Funds") pursuant to the terms of
the Transfer Agency and Services Agreement (the "Transfer Agent Agreement(s)")
with each such Fund;
WHEREAS, the Funds are authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets ("Portfolio"). Each such Portfolio shall also be
identified on Schedule A;
WHEREAS, each Portfolio is authorized to issue multiple classes of
shares including Trust A Shares and, in many cases, Trust B Shares (the "Trust
Shares"); and
WHEREAS, the Funds have authorized TSSG to subcontract with and appoint
NationsBank as its agent to perform certain administrative and ministerial
duties and obligations that the Transfer Agent has to the Funds with respect to
the Trust Shares and NationsBank desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, TSSG and NationsBank agree as follows:
Article 1 Definitions
1.1 Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, or other similar organizational
document as the case may be, of the Funds as the same may be amended
from time to time;
(b) "Authorized Person" shall be deemed to include (i) any
authorized Officer of the Fund; or (ii) any person, whether or not such
person is an Officer or employee of the Fund, duly authorized to give
Oral Instructions or Written Instructions on behalf of the Fund as
indicated in writing to the Transfer Agent from time to time;
(c) "Board of Directors" shall mean the Board of Directors or
Board of Trustees of the Fund, as the case may be;
(d) "Commission" shall mean the Securities and Exchange
Commission;
(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement;
(f) "1940 Act" shall mean the Investment Company Act of 1940,
and the rules and regulations promulgated thereunder, all as amended
from time to time;
(g) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by NationsBank from a person
reasonably believed by NationsBank to be an Authorized Person;
(h) "Prospectus" shall mean the most recently dated Fund
Prospectuses and Statements of Additional Information, including
supplements thereto if any, which have become effective under the
Securities Act of 1933 and the 1940 Act;
(i) "Shares" refers collectively to such Trust Shares of the
Portfolios as may be issued from time to time;
(j) "Shareholder" shall mean a record owner of Shares; and
(k) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by NationsBank to be an
Authorized Person and actually received by the Transfer Agent. Written
Instructions shall include manually executed originals and authorized
electronic transmissions, including telefacsimile of a manually
executed original or other process.
Article 2 Appointment of NationsBank
2.1 TSSG hereby appoints NationsBank as its subcontractor and agent to
perform certain administrative and ministerial duties on behalf of the Funds,
and NationsBank hereby accepts such appointment and agrees to perform the duties
hereinafter set forth.
Article 3 Duties of NationsBank
3.1 NationsBank shall be responsible for administering and/or
performing the customary services of a transfer agent; for performing the
customary services of a service agent in connection with dividend and
distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Custodian) of Shares,
as more fully described in the written Schedule of Duties of NationsBank annexed
hereto as Schedule B and incorporated herein, and in accordance with the terms
2
of the Prospectus, applicable law and the procedures established from time to
time between NationsBank and the Transfer Agent and/or the Funds.
3.2 Notwithstanding any of the foregoing provisions of this Agreement,
NationsBank and the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for: (i) the legality of the issuance or
sale of any Shares or the sufficiency of the amount to be received therefor;
(ii) the legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the issuance of any
shares in payment of any dividend; or (iv) the legality of any recapitalization
or readjustment of the Shares. It being understood that such shall be the
responsibility of the Funds.
3.3 In addition, the Funds shall verify the establishment of
transactions in Shares for each state on the system prior to activation and
thereafter monitor the daily activity for each state. The responsibility of
NationsBank for the Funds' blue sky state registration status is solely limited
to the initial establishment of transactions in Shares subject to blue sky
compliance by the Funds and the reporting of such transactions to the Funds as
provided above.
Article 4 Recordkeeping and Other Information
4.1 NationsBank shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule B in accordance
with all applicable laws, rules and regulations, including records required by
Section 31(a) of the 1940 Act. All records shall be available during regular
business hours for inspection and use by the Transfer Agent and the Funds. Where
applicable, such records shall be maintained by NationsBank for the periods and
in the places required by Rule 31a-2 under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act, NationsBank
agrees that all such records prepared or maintained by NationsBank relating to
the services to be performed by NationsBank hereunder are the property of the
Funds and will be preserved, maintained and made available in accordance with
such section, and will be surrendered promptly to the Funds on and in accordance
with the Funds' request.
4.3 In case of any requests or demands for the inspection of
Shareholder records of the Funds, NationsBank will endeavor to notify the
applicable Fund of such request and secure Written Instructions as to the
handling of such request. NationsBank reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel that
it may be held liable for the failure to comply with such request.
4.4 Upon reasonable notice by the applicable Fund, NationsBank shall
make available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this Agreement
for reasonable visitation by such Fund, or any person retained by the Fund as
may be necessary for the Fund to evaluate the quality of the services performed
by NationsBank pursuant hereto.
3
Article 5 Fund Instructions
5.1 NationsBank will have no liability when acting upon Written or Oral
Instructions believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until it receives Written Instruction thereof from the
Fund. NationsBank will also have no liability when processing Share certificates
which it reasonably believes to bear the proper manual or facsimile signatures
of the Officers of the Fund and the proper countersignature of the Transfer
Agent.
5.2 At any time, NationsBank may request Written Instructions from the
Fund and may seek advice from legal counsel for the Funds, or its own legal
counsel, with respect to any matter arising in connection with this Agreement,
and it shall not be liable for any action taken or not taken or suffered by it
in good faith in accordance with such Written Instructions or in accordance with
the opinion of counsel for the Funds or for NationsBank. Written Instructions
requested by NationsBank will be provided by the Fund within a reasonable period
of time.
5.3 NationsBank, its Officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing or
acting on behalf of a Fund only if said representative is an Authorized Person.
The Fund agrees that all Oral Instructions shall be followed, within one
business day, by confirming Written Instructions, and that the Fund's failure to
so confirm shall not impair in any respect NationsBank's right to reply on Oral
Instructions.
Article 6 Compensation
6.1 Upon receipt of the appropriate payment from the Funds, the
Transfer Agent will compensate NationsBank for the performance of its
obligations hereunder in accordance with the fees set forth in the written Fee
Schedule annexed hereto as Schedule C and incorporated herein. The Transfer
Agent's responsibility under this Section 6.1 is conditioned upon receipt of
such payment from the Funds.
Article 7 Representations and Warranties of NationsBank
7.1 NationsBank represents and warrants to the Transfer Agent that:
(a) it is a corporation duly organized and existing and in
good standing under the laws of Texas;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;
(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement;
4
(d) it is duly registered with its appropriate regulatory
agency as a transfer agent and such registration will remain in effect
for the duration of this Agreement;
(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 8 Representations and Warranties of the Transfer Agent
8.1 The Transfer Agent represents and warrants to NationsBank that:
(a) it is duly organized and existing and in good standing
under the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws and the Transfer Agent Agreement to enter
into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize
it to enter into this Agreement.
Article 9 Indemnification
9.1 To, and only to, the extent the Transfer Agent is indemnified by
the Funds pursuant to the terms of the Transfer Agent Agreements, NationsBank
shall not be responsible for and the Transfer Agent shall indemnify and hold
NationsBank harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which may be asserted against NationsBank or for
which NationsBank may be held to be liable (a "Claim") arising out of or
attributable to any of the following:
(a) Any actions of NationsBank required to be taken pursuant
to this Agreement unless such Claim resulted from a negligent act or
omission to act or bad faith by NationsBank in the performance of its
duties hereunder.
(b) NationsBank's reasonable reliance on, or reasonable use of
information, data, records and documents (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm copies)
received by NationsBank from the Funds, or any authorized third party
acting on behalf of the Funds, including but not limited to the
Transfer Agent or any prior transfer agent for the Funds, in the
performance of NationsBank's duties and obligations hereunder.
(c) The reliance on, or the implementation of, any Written or
Oral Instructions or any other instructions or requests which are
provided by an Authorized Person of the Fund.
5
(d) The offer or sale of shares by the Fund in violation of
any requirement under the securities laws or regulations of any state
that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any state with the
respect to the offer or sale of such Shares in such state.
(e) The Transfer Agent's refusal or failure to comply with the
terms of this Agreement, or any Claim which arises out of this
Agreement, or any Claim which arises out of the Transfer Agent's
negligence or misconduct or the breach of which any representation or
warranty of the Transfer Agent made herein.
9.2 Notwithstanding the foregoing Section 9.1, the Transfer Agent shall
be responsible for and indemnify and hold NationsBank harmless from and against
any and all claims by third parties, including, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against NationsBank or for which
NationsBank may be held to be liable arising out of or attributable to a
negligent act or omission to act or bad faith by the Transfer Agent.
9.3 NationsBank shall indemnify and hold the Transfer Agent harmless
from and against any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages, charges, payments and liabilities of any sort
or kind which may be asserted against the Transfer Agent or for which the
Transfer Agent may be held to be liable arising out of or attributable to any
negligent act or failure to act or bad faith or willful misconduct on the part
of NationsBank in connection with the performance of its duties under this
Agreement.
9.4 In any case in which either party (the "Indemnifying Party") may be
asked to indemnify or hold the other (the "Indemnified Party") harmless, the
Indemnified Party will notify the Indemnifying Party promptly after identifying
any situation which it believes presents or appears likely to present a claim
for indemnification against the Indemnifying Party although the failure to do so
shall not prevent recovery by the Indemnified Party and the Indemnified Party
shall keep the Indemnifying Party advised with respect to all developments
concerning such situation. The Indemnifying Party shall have the option to
defend the Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the Claim and the Indemnified Party shall
sustain no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent.
9.5 The obligations of the parties hereto under this Article 9 shall
survive the termination of this Agreement.
6
Article 10 Standard of Care
10.1 NationsBank shall at all times, act in good faith and agrees
to use its best efforts within commercially reasonable limits to ensure the
accuracy of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Transfer Agent unless said errors are
caused by NationsBank's own negligence, bad faith or willful misconduct or that
of its employees.
Article 11 Consequential Damages
11.1 In no event and under no circumstances shall either party to
this Agreement be liable to the other party for consequential or indirect loss
of profits, reputation or business or any other special damages under any
provision of this Agreement or for any act or failure to act hereunder.
Article 12 Term and Termination
12.1 This Agreement shall be effective on the date first written
above and shall continue for a period of five (5) years (the "Initial Term"),
unless earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive terms of three (3)
years ("Renewal Terms") each.
12.2 Either party may terminate this Agreement at the end of the
Initial Term or any subsequent Renewal Term upon not less than ninety (90) days,
or more than one-hundred eighty (180) days, prior written notice to the other
party.
12.3 In the event a termination notice is given by the Transfer
Agent, all expenses associated with movement of records and materials and
conversion thereof to the Transfer Agent or to a successor subcontractor, will
be borne by the Transfer Agent.
12.4 If a party hereto is guilty of a material failure to perform
its duties and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30) days
after such written notice is given, then the Non-Defaulting Party may terminate
this Agreement by giving thirty (30) days written notice of such termination to
the Defaulting Party. If NationsBank is the Non-Defaulting Party, its
termination of this Agreement shall not constitute a waiver of any other rights
or remedies of NationsBank with respect to services performed prior to such
termination of rights of NationsBank to be reimbursed for out-of-pocket
expenses. In all cases, termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of any other rights it might
have under this Agreement or otherwise against the Defaulting Party.
12.5 Notwithstanding any provision of this Article 12 to the
contrary, this Agreement shall terminate simultaneously with any termination of
the Transfer Agent Agreement.
7
Article 13 Confidentiality
13.1 In connection with the services provided by NationsBank
hereunder, certain confidential and proprietary information regarding
NationsBank and the Transfer Agent may be disclosed to the other. In connection
therewith, the parties agree as follows:
(a) Confidential Information disclosed under this Agreement
shall mean:
(i) any data or information that is competitively
sensitive material, and not generally known to the public,
including, but not limited to, information about product
plans, marketing strategies, finance, operations, customer
relationships, customer profiles, sales estimates, business
plans, and internal performance results relating to the past,
present or future business activities of NationsBank, the
Transfer Agent or the Funds, their respective parent
corporations, their respective subsidiaries and affiliated
companies and the customers, clients and suppliers of any of
the foregoing;
(ii) any scientific or technical information, design,
process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its
confidentiality affords NationsBank, the Transfer Agent or the
Funds a competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases,
inventions, know-how, show-how and trade secrets, whether or
not patentable or copyrightable.
(b) Confidential Information also includes, without
limitation, all documents, inventions, substances, engineering and
laboratory notebooks, drawings, diagrams, specifications, bills of
material, equipment, prototypes and models, and any other tangible
manifestation of the foregoing which now exist or come into the control
or possession of the party.
13.2 Except as expressly authorized by prior written consent of the
disclosing party ("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential Information to
Recipient's employees who have a need-to-know in connection with the
subject matter thereof;
(b) advise those employees who have access to the Confidential
Information of the proprietary nature thereof and of the obligations
set forth in this Confidentiality Agreement;
8
(c) take appropriate action by instruction or agreement with
the employees having access to Discloser's Confidential Information to
fulfill Recipient's obligations under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by
using a reasonable degree of care, but not less than that degree of
care used by Recipient in safeguarding its own similar information or
material;
(e) use all of Discloser's Confidential Information solely for
purposes that it was intended;
(f) not disclose any of Discloser's Confidential Information
to third parties.
13.3 Upon Discloser's request, Recipient shall surrender to
Discloser all memoranda, notes, records, drawings, manuals, records, and other
documents or materials (and all copies of same) relating to or containing
Discloser's Confidential Information. When Recipient returns the materials,
Recipient shall certify in writing that it has returned all materials containing
or relating to the Confidential Information.
13.4 The obligations of confidentiality and restriction on use in
this Article 13 shall not apply to any Confidential Information that Recipient
proves:
(a) Was in the public domain prior to the date of this
Agreement or subsequently came into the public domain through no fault
of Recipient;
(b) Was lawfully received by Recipient from a third party free
of any obligation of confidence to the third party;
(c) Was already in Recipient's possession prior to receipt
from Discloser;
(d) Is required to be disclosed in a judicial or
administrative proceeding after all reasonable legal remedies for
maintaining such information in confidence have been exhausted
including, but not limited to, giving Discloser as much advance notice
as practical of the possibility of disclosure to allow Discloser to
stop such disclosure or obtain a protective order concerning such
disclosure; or
(e) Is subsequently and independently developed by Recipient's
employees, consultants or agents without reference to Confidential
Information.
13.5 NationsBank and the Transfer Agent agree that money damages
would not be a sufficient remedy for breach of this Article 13. Accordingly, in
addition to all other remedies that either party may have, a party shall be
entitled to specific performance and injunctive or other equitable relief as a
remedy for any breach of this Agreement. The parties agree to waive any
requirement for a bond in connection with any such injunctive or other equitable
relief.
9
Article 14 Force Majeure
14.1 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, labor
difficulties, mechanical breakdowns, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond its control,
such party shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes.
Article 15 Amendments
15.1 This Agreement may only be amended or modified by a written
instrument executed by both parties.
Article 16 Subcontracting
16.1 The Transfer Agent agrees that NationsBank may, in its
discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
subcontractor shall not relieve NationsBank of its responsibilities hereunder.
Article 17 Arbitration
17.1 Any Claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Boston, Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
17.2 The parties hereby agree that judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction.
17.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 17.
Article 18 Notice
18.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to NationsBank or the Transfer Agent, shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Transfer Agent:
10
The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to TSSG's General Counsel
To: NationsBank
NationsBank
NationsBank Plaza
000 X. Xxxxx Xxxxxx, XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxx Xxxxxxx
Article 19 Successors
19.1 This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns, provided, however,
that this Agreement shall not be assigned to any person other than a person
controlling, controlled by or under common control with the assignor without the
written consent of the other party, which consent shall not be unreasonably
withheld.
Article 20 Governing Law
20.1 This Agreement shall be governed exclusively by the laws of
the Commonwealth of Massachusetts without reference to the choice of law
provisions thereof. Subject to Article 17, each party to this Agreement hereby
(i) consents to the personal jurisdiction of the Commonwealth of Massachusetts
courts over the parties hereto, hereby waiving any defense of lack of personal
jurisdiction; and (ii) appoints the person to whom notices hereunder are to be
sent as agent for service of process.
Article 21 Counterparts
21.1 This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
Article 22 Captions
22.1 The captions included in this Agreement are for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
11
Article 23 Relationship of Parties
23.1 The parties agree that they are independent contractors and
not partners or co-venturers and nothing contained herein shall be interpreted
or construed otherwise.
Article 24 Entire Agreement; Severability
24.1 This Agreement and the Schedules attached hereto constitute
the entire agreement of the parties hereto relating to the matters covered
hereby and supersede any previous agreements. If any provision is held to be
illegal, unenforceable or invalid for any reason, the remaining provisions shall
not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year written
above.
THE SHAREHOLDER SERVICES
GROUP, INC.
By: /s/ Xxxx X. Xxxx
----------------
Title: Executive Vice President and
Chief Operating Officer
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------
Title: Senior Vice President
12
SCHEDULE A
FUND PORTFOLIOS
NATIONS FUNDS TRUST
1. Cooperate Bond Portfolio
2. High Income Portfolio
3. Mortgage- and Asset Backed Portfolio
4. Nations Asset Allocation Fund
5. Nations Bond Fund
6. Nations California Intermediate Municipal Bond Fund
7. Nations California Municipal Bond Fund
8. Nations California Tax-Exempt Reserves
9. Nations Capital Growth Fund
10. Nations Cash Reserves
11. Nations Convertible Securities Fund
12. Nations Florida Intermediate Municipal Bond Fund
13. Nations Florida Municipal Bond Fund
14. Nations Georgia Intermediate Municipal Bond Fund
15. Nations Global Value Fund
16. Nations Government Reserves
17. Nations Government Securities Fund
18. Nations High Yield Bond Fund
19. Nations Intermediate Bond Fund
20. Nations Intermediate Municipal Bond Fund
21. Nations International Equity Fund
22. Nations International Value Fund
23. Nations Kansas Municipal Income Fund
24. Nations LargeCap Index Fund
25. Nations LifeGoal Balanced Growth Portfolio
26. Nations LifeGoal Growth Portfolio
27. Nations LifeGoal Income and Growth Portfolio
28. Nations Managed Index Fund
29. Nations Xxxxxxx 21st Century Fund
30. Nations Xxxxxxx Focused Equities Fund
31. Nations Xxxxxxx Growth Fund
32. Nations Xxxxxxx International Opportunities Fund
33. Nations Maryland Intermediate Municipal Bond Fund
34. Nations MidCap Growth Fund
35. Nations MidCap Index Fund
36. Nations MidCap Value Fund
37. Nations Money Market Reserves
38. Nations Municipal Income Fund
39. Nations Municipal Reserves
40. Nations New York Tax-Exempt Reserves
41. Nations North Carolina Intermediate Municipal Bond Fund
42. Nations Short-Intermediate Government Fund
13
43. Nations Short-Term Income Fund
44. Nations Short-Term Municipal Income Fund
45. Nations SmallCap Index Fund
46. Nations SmallCap Value Fund
47. Nations Small Company Fund
48. Nations South Carolina Intermediate Municipal Bond Fund
49. Nations Strategic Growth Fund
50. Nations Strategic Income Fund
51. Nations Tax-Exempt Reserves
52. Nations Tennessee Intermediate Municipal Bond Fund
53. Nations Texas Intermediate Municipal Bond Fund
54. Nations Treasury Reserves
55. Nations Value Fund
56. Nations Virginia Intermediate Municipal Bond Fund
Last Amended: July 18, 2003
14
IN WITNESS WHEREOF, the parties hereto have caused the amended Schedule
A to be executed by their officers designated below as of the 18th day of July,
2003.
PFPC Inc. (indirect successor to The
Shareholder Services Group, Inc.)
By: /s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
BANK OF AMERICA, N.A. (indirect successor to
NationsBank of Texas, N.A.)
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Senior Vice President
15
Schedule B
DUTIES OF NATIONSBANK
1. Shareholder Information. NationsBank shall maintain a record
of the number of Shares held by each Shareholder of record which shall include
name, address, and taxpayer identification number and which shall indicate
whether such Shares are held in certificates or uncertificated form.
2. Shareholder Services. NationsBank shall respond as appropriate
to all inquiries and communications from Shareholders relating to Shareholder
accounts with respect to its duties hereunder and as may be from time to time
mutually agreed upon between NationsBank and the Transfer Agent (or the Funds as
the case maybe).
3. Share Certificates.
(a) At the expense of the Funds, the Funds shall supply
NationsBank with an adequate supply of blank share certificates to meet
NationsBank's requirements therefor. Such Share certificates shall be properly
signed by facsimile. Notwithstanding the death, resignation, or removal of any
Officer of the Fund whose signature appears on such certificates, NationsBank or
its agent may continue to countersign certificates which bear such signatures
until otherwise directed by Written Instructions.
(b) NationsBank shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or destroyed,
upon receipt by NationsBank of properly executed affidavits and lost certificate
bonds, in form satisfactory to NationsBank, with the applicable Fund and
NationsBank as obligees under the bond.
(c) NationsBank shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the Shareholder
of record. With respect to Shares held in open accounts or uncertificated form
(i.e., no certificate being issued with respect thereto) the Transfer Agent
shall maintain comparable records of the Shareholders thereof, including their
names, addresses and taxpayer identification numbers. NationsBank shall further
maintain a stop transfer record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials.
NationsBank will address and mail to Shareholders of the Funds, all reports to
Shareholders, dividend and distribution notices and proxy material for the
Funds' meetings of Shareholders. In connection with meetings of Shareholders,
NationsBank will prepare Shareholder lists, mail and certify as to the mailing
of proxy materials, process and tabulate returned proxy cards, report on proxies
voted prior to meetings, act as inspector of election at meetings and certify
Shares voted at meetings.
5. Sales of Shares.
(a) NationsBank shall not be required to issue any Shares
of the Funds where it has received a Written Instruction from the applicable
Fund or official notice from any appropriate authority that the sale of the
Shares of such Fund has been suspended or discontinued. The existence of such
Written Instructions or such official notice shall be conclusive evidence of the
right of NationsBank to rely on such Written Instructions or official notice.
(b) In the event that any check or other order for the
payment of money is returned unpaid for any reason, NationsBank will endeavor
to: (i) give prompt notice of such return to the applicable Fund or its
designee; (ii) place a stop transfer order against all Shares issued as a result
of such check or order; and (iii) take such actions as NationsBank may from time
to time deem appropriate.
6. Transfer and Repurchase.
(a) NationsBank shall process all requests to transfer or
redeem Shares in accordance with the transfer or repurchase procedures set forth
in the applicable Fund's Prospectus.
(b) NationsBank will transfer or repurchase Shares upon
receipt of Oral or Written Instructions or otherwise pursuant to the Prospectus
and Share certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as NationsBank reasonably may deem necessary.
(c) NationsBank reserves the right to refuse to transfer
or repurchase Shares until it is satisfied that the endorsement on the
instructions is valid and genuine. NationsBank also reserves the right to refuse
to transfer or repurchase Shares until it is satisfied that the requested
transfer or repurchase is legally authorized, and it shall incur no liability
for the refusal, in good faith, to make transfers or repurchases which
NationsBank, in its reasonable judgment, deems improper or unauthorized, or
until it is reasonably satisfied that there is no basis to any claims adverse to
such transfer or repurchase.
(d) When Shares are redeemed, NationsBank shall, upon
receipt of the instructions and documents in proper form, deliver to the
Custodian and the applicable Fund or its designee a notification setting forth
the number of Shares to be redeemed. Such redeemed Shares shall be reflected on
appropriate accounts maintained by NationsBank reflecting outstanding Shares of
the applicable Fund and Shares attributed to individual accounts.
(e) NationsBank shall, upon receipt of the monies paid to
it by the Custodian for the redemption of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures described in
the Written Instructions received by NationsBank from the Funds.
2
(f) NationsBank shall not process or effect any
repurchase with respect to Shares of any Fund after receipt by NationsBank or
its agent of notification of the suspension of the determination of the net
asset value of such Fund.
7. Dividends.
(a) Upon the declaration of each dividend and each
capital gains distribution by the Board of Directors of the Funds with respect
to Shares of the Funds, the Funds shall furnish or cause to be furnished to
NationsBank Written Instructions setting forth the date of the declaration of
such dividend or distribution, the ex-dividend date, the date of payment
thereof, the record date as of which Shareholders entitled to payment shall be
determined, the amount payable per Share to the Shareholders of record as of
that date, the total amount payable to NationsBank on the payment date and
whether such dividend or distribution is to be paid in Shares at net asset
value.
(b) On or before the payment date specified in such
resolution of the Board of Directors, the applicable Fund will pay to
NationsBank sufficient cash to make payment on such payment date to the
Shareholders of record on the record date.
(c) If, prior to the payment date, NationsBank does not
receive sufficient cash from the applicable Fund to make total dividend and/or
distribution payments to all Shareholders of record of such Fund as of the
record date, NationsBank will, upon notifying such Fund, withhold payment to all
Shareholders of record as of the record date until sufficient cash is provided
to NationsBank.
8. Daily Activity. NationsBank will communicate via fax all "net"
activity for the day to TSSG. TSSG shall update the transfer agent system and
notify fund accounting of money movement based on such information.
9. In addition to and neither in lieu nor in contravention of the
services set forth above, NationsBank shall: (i) perform all the customary
services of a transfer agent, registrar, dividend disbursing agent and agent of
the dividend reinvestment and cash purchase plan as described herein consistent
with those requirements in effect as of the date of this Agreement. The detailed
definition, frequency, limitations and associated costs (if any) set out in the
attached fee schedule, include but are not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing proxies,
tabulating proxies, mailing Shareholder reports to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts where
applicable, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders.
3
Schedule C
Fee Schedule
Upon receipt of the appropriate payment from the Funds, the Transfer Agent will
compensate NationsBank for the performance of its obligations hereunder in
accordance with a flat fee of $251,000 per year ($20,916.67 per month).
