ADOPTION AGREEMENT AND
AMENDMENT TO TRANSFER AGENCY
AND SERVICES AGREEMENT
(With Facilities Management Arrangement)
This Adoption Agreement and Amendment, dated as of February 25,
1998, is made to the Transfer Agency and Services Agreement dated as of June 1,
1995, as amended (the "Agreement"), by and among NATIONS FUND, INC., NATIONS
FUND TRUST, THE CAPITOL MUTUAL FUNDS, d/b/a NATIONS INSTITUTIONAL RESERVES,
NATIONS FUND PORTFOLIOS, INC., NATIONS LIFEGOAL FUNDS, INC., and each other
party which may become a party thereto pursuant to the terms of the Agreement
(individually, a "Fund," and collectively, the "Funds") and FIRST DATA INVESTOR
SERVICES GROUP, INC., formerly known as THE SHAREHOLDER SERVICES GROUP, INC.
(the "Transfer Agent").
RECITALS
WHEREAS, the Transfer Agent serves as transfer agent, dividend
disbursing agent and agent in connection with certain other services for the
Funds pursuant to the Agreement; and
WHEREAS, Section 17.2 of the Agreement provides that, subsequent to
the date of the Agreement, a registered investment company (a "New Fund") for
which NationsBank, N.A., or any of its affiliates acts as investment adviser may
become a party to the Agreement upon execution of a written adoption agreement
(an "Adoption Agreement") by such New Fund pursuant to which such New Fund
agrees to be bound by the terms of the Agreement; and
WHEREAS, the Board of Trustees of Nations Annuity Trust ("Annuity
Trust") has approved the selection of the Transfer Agent to serve as the
transfer and dividend disbursing agent for all classes of shares of the
portfolios of Annuity Trust; and
WHEREAS, Annuity Trust is advised by NationsBanc Advisors, Inc., an
affiliate of NationsBank, N.A.;
AGREEMENT
NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, the Funds and the Transfer Agent agree that the
Agreement shall be amended as follows:
1. The Funds hereby authorize the addition of Annuity Trust as a
party to the Agreement effective upon the execution of this Adoption Agreement
and Amendment to Transfer Agency and Services Agreement.
2. Annuity Trust agrees to be bound by the terms of the Agreement.
3. Annuity Trust is hereby deemed a Fund for all purposes of the
Agreement and shall have all the rights, obligations and duties of a Fund under
the Agreement.
4. Schedule G, attached hereto, is hereby attached to the Agreement
as Schedule G and is deemed a part of the Agreement.
5. The terms and provisions of this Adoption Agreement and Amendment shall be
deemed a part of the Agreement for all purposes. To the extent that any
provisions of this Adoption Agreement and Amendment modify or are otherwise
inconsistent with any provisions of the Agreement, the provisions of this
Adoption Agreement and Amendment shall control. In all other respects, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Adoption
Agreement and Amendment to be executed by their duly authorized officers, as of
the day and year first above written.
FIRST DATA INVESTOR SERVICES GROUP,
INC., formerly, THE
SHAREHOLDER SERVICES GROUP, INC.
By: /s/ Xxxxx X. Xxx
------------------------------------------
Name: Xxxxx X. Xxx
Title: Chief Operating Officer
NATIONS FUND, INC.
By: /s/ A. Xxx Xxxxxx
------------------------------------------
Name: A. Xxx Xxxxxx
Title: President and Chairman
of the Board of Directors
NATIONS FUND TRUST
By: /s/ A. Xxx Xxxxxx
------------------------------------------
Name: A. Xxx Xxxxxx
Title: President and Chairman
of the Board of Trustees
THE CAPITOL MUTUAL FUNDS, d/b/a
NATIONS INSTITUTIONAL RESERVES
By: /s/ A. Xxx Xxxxxx
------------------------------------------
Name: A. Xxx Xxxxxx
Title: President and Chairman
of the Board of Trustees
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NATIONS FUND PORTFOLIOS, INC.
By: /s/ A. Xxx Xxxxxx
------------------------------------------
Name: A. Xxx Xxxxxx
Title: President and Chairman
of the Board of Directors
NATIONS LIFEGOAL FUNDS, INC.
By: /s/ A. Xxx Xxxxxx
------------------------------------------
Name: A. Xxx Xxxxxx
Title: President and Chairman
of the Board of Directors
NATIONS ANNUITY TRUST
By: /s/ A. Xxx Xxxxxx
------------------------------------------
Name: A. Xxx Xxxxxx
Title: President and Chairman
of the Board of Trustees
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SCHEDULE G
I) NATIONS FUND TRUST
o Nations Government Money Market Fund
o Nations Tax Exempt Fund
o Nations Value Fund
o Nations Capital Growth Fund
o Nations Emerging Growth Fund
o Nations Disciplined Equity Fund
o Nations Equity Index Fund
o Nations Managed Index Fund
o Nations Managed SmallCap Index Fund
o Nations Managed Value Index Fund
o Nations Managed SmallCap Value Index Fund
o Nations Xxxxxxx Focused Equities Fund
o Nations Xxxxxxx Growth & Income Fund
o Nations Balanced Assets Fund
o Nations Short-Intermediate Government Fund
o Nations Short-Term Income Fund
o Nations Diversified Income Fund
o Nations Strategic Fixed Income Fund
o Nations Municipal Income Fund
o Nations Short-Term Municipal Income Fund
o Nations Intermediate Municipal Bond Fund
o Nations Florida Intermediate Municipal Bond Fund
o Nations Florida Municipal Bond Fund
o Nations Georgia Intermediate Municipal Bond Fund
o Nations Georgia Municipal Bond Fund
o Nations Maryland Intermediate Municipal Bond Fund
o Nations Maryland Municipal Bond Fund
o Nations North Carolina Intermediate Municipal Bond Fund
o Nations North Carolina Municipal Bond Fund
o Nations South Carolina Intermediate Municipal Bond Fund
o Nations South Carolina Municipal Bond Fund
o Nations Tennessee Intermediate Municipal Bond Fund
o Nations Tennessee Municipal Bond Fund
o Nations Texas Intermediate Municipal Bond Fund
o Nations Texas Municipal Bond Fund
o Nations Virginia Intermediate Municipal Bond Fund
o Nations Virginia Municipal Bond Fund
o Nations Kansas Intermediate Municipal Bond Fund
o Nations Missouri Intermediate Municipal Bond Fund
II) NATIONS FUND, INC.
o Nations Prime Fund
o Nations Treasury Fund
o Nations Equity Income Fund
o Nations International Equity Fund
o Nations Government Securities Fund
o Nations International Growth Fund
o Nations U.S. Government Bond Fund
o Nations Small Company Growth Fund
o Nations International Value Fund
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III) NATIONS PORTFOLIOS, INC.
o Nations Emerging Markets Fund
o Nations Pacific Growth Fund
o Nations Global Government Income Fund
IV) THE CAPITOL MUTUAL FUNDS, d/b/a NATIONS INSTITUTIONAL RESERVES
o Nations Cash Reserves
o Nations Treasury Reserves
o Nations Government Reserves
o Nations Municipal Reserves
o Nations Money Market Reserves
V) NATIONS LIFEGOAL FUNDS, INC.
o LifeGoal Growth Portfolio
o LifeGoal Balanced Growth Portfolio
o LifeGoal Income and Growth Portfolio
VI) NATIONS ANNUITY TRUST
o Nations Value Portfolio
o Nations International Growth Portfolio
o Nations Disciplined Equity Portfolio
o Nations Xxxxxxx Focused Equities Portfolio
o Nations Xxxxxxx Growth & Income Portfolio
o Nations Managed Index Portfolio
o Nations Managed SmallCap Index Portfolio
o Nations Balanced Assets Portfolio
Effective Date: February 25, 1998
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