TRANSFER, DIVIDEND DISBURSING AND
SHAREHOLDERS' SERVICING AGENT AGREEMENT
This agreement (the "Agreement") is made as of this 30th day of September,
2005, by and between Nations Separate Account Trust, a Delaware statutory trust
acting on behalf of its series listed on Appendix I hereto (as the same may from
time to time be amended to add or delete one or more series of such trust) (such
trust being hereinafter referred to as the "Trust" and each series of the Trust
being hereinafter referred to as a "Fund"), Columbia Funds Services, Inc., a
Massachusetts corporation ("CFS"), and Columbia Management Advisors, LLC.
("CMA"), a Delaware limited liability company.
WHEREAS, the Trust is a registered investment company and desires that CFS
perform certain services for the Funds; and
WHEREAS, CFS is willing to perform such services upon the terms and
subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereto agree as follows:
1. Appointment. The Trust hereby appoints CFS to act as Transfer Agent,
Dividend Disbursing Agent and Shareholders' Servicing Agent for the Funds and as
agent for the Funds' shareholders in connection with the shareholder plans
described in the Prospectus (as defined below), and CFS accepts such
appointments and will perform the respective duties and functions of such
offices in the manner hereinafter set forth.
Notwithstanding such appointments, however, the parties hereto agree that
CMA may, upon thirty (30) days prior written notice to the Trust, assume such
duties and functions itself. In such event, CMA shall have all of the rights and
obligations of CFS hereunder. However, whether or not CMA assumes such duties
and functions, CMA guarantees the performance of CFS hereunder and shall be
responsible financially and otherwise to the Trust for the performance by CFS of
its obligations under this Agreement.
2. Compensation. The Trust shall pay to CFS, or to such person(s) as CFS
may from time to time instruct, for services rendered and costs incurred in
connection with the performance of duties hereunder, such compensation and
reimbursement as may from time to time be approved by vote of the Trustees of
the Trust.
Schedule A hereto sets forth the compensation and reimbursement
arrangements to be effective as of the date of this Agreement, and the treatment
of all interest earned with respect to balances in the accounts maintained by
CFS in connection with the sale and redemption of shares of the Funds, net of
any charges in connection with such accounts.
3. Copies of Documents. The Trust will furnish CFS with copies of the
following documents: the Declaration of Trust of the Trust and all amendments
thereto; and the Trust's Registration Statement as in effect on the date hereof
under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all amendments or
supplements thereto hereafter filed. The Prospectus(es) and Statement(s) of
Additional Information contained in such Registration Statement, as from time to
time amended and supplemented, together are herein collectively referred to as
the "Prospectus."
4. Share Certificates. If the Trustees of the Trust shall have resolved
that all of the Trust's (or a particular Fund's) shares of beneficial interest,
or all of the shares of a particular series or class of such shares, shall be
issued in certificated form, CFS shall maintain a sufficient supply of blank
share certificates representing such shares, in the form approved from time to
time by the Trustees of the Trust. Such blank share certificates shall be
properly signed, manually or by facsimile signature, by the duly authorized
officers of the Trust, and shall bear the seal or facsimile thereof of the
Trust; and notwithstanding the death, resignation or removal of any officer of
the Trust authorized to sign such share certificates, CFS may continue to
countersign certificates which bear the manual or facsimile signature of such
officer until otherwise directed by the Trust.
5. Lost or Destroyed Certificates. In case of the alleged loss or
destruction of any shareholder certificate, no new certificate shall be issued
in lieu thereof, unless there shall first be furnished to CFS an affidavit of
loss or non-receipt by the holder of shares with respect to which a certificate
has been lost or destroyed, supported by an appropriate bond satisfactory to CFS
and the Trust issued by a surety company satisfactory to CFS.
6. Receipt of Funds for Investment. CFS will maintain one or more accounts
with its cash management bank into which it will deposit funds payable to CFS as
agent for, or otherwise identified as being for the account of, the Funds or the
Distributor, prior to crediting such funds to the respective accounts of the
Funds and the Distributor. Thereafter, CFS will determine the amount of any such
funds due a Fund (equal to the number of Fund shares sold by the Fund computed
pursuant to paragraph 7 hereof, multiplied by the net asset value of a Fund
share next determined after receipt of such purchase order) and the Distributor
(equal to the sales charge applicable to such sale computed pursuant to
paragraph 9 hereof), respectively, deposit the portion due the Distributor in
its account as may from time to time be designated by the Distributor, deposit
the net amount due the Fund in the Fund's account with its custodian (the
"Custodian"), notify the Distributor (such notification to the Distributor to
include the amount of such sales charge to be remitted by the Distributor to the
dealer participating in the sale, computed pursuant to paragraph 9 hereof) and
the Fund, respectively, of such deposits, such notification to be given as soon
as practicable on the next business day stating the total amount deposited to
said accounts during the previous business day. Such notification shall be
confirmed in writing.
7. Shareholder Accounts. Upon receipt of any funds referred to in
paragraph 6 hereof, CFS will compute the number of shares purchased by the
shareholder according to the net asset value of Fund shares next determined
after such receipt less the applicable sales charge, calculated pursuant to
paragraph 9 hereof; and
(a) in the case of a new shareholder, open and maintain an open account
for such shareholder in the name or names set forth in the subscription
application form;
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(b) if the Trustees of the Trust have resolved that all of the Trust's
shares of beneficial interest, or all of the shares of a particular series or
class, shall be issued in certificated form, and if specifically requested in
writing by the shareholder, countersign, issue and mail, by first class mail, to
the shareholder at his or her address set forth in the shareholder records of
the Trust maintained by CFS a share certificate for full shares purchased.
(c) send to the shareholder a confirmation indicating the amount of
full and fractional shares purchased (in the case of fractional shares, rounded
to three decimal places) and the price per share; and
(d) in the case of a request to establish an accumulation plan,
withdrawal plan, group plan or other plan or program being offered by the Fund's
Prospectus, open and maintain such plan or program for the shareholder in
accordance with the terms thereof;
all subject to any reasonable instructions which the Distributor or the Trust
may give to CFS with respect to rejection of orders for shares.
8. Unpaid Checks. In the event that any check or other order for payment
of money on the account of any shareholder or new investor is returned for any
reason, CFS will take such steps, including imposition of a reasonable
processing or handling fee on such shareholder or investor, as CFS may, in CFS's
discretion, deem appropriate, or as the Trust or the Distributor may instruct
CFS.
9. Sales Charge. In computing the number of shares to credit to the
account of a shareholder pursuant to paragraph 7 hereof, CFS will calculate the
total of the applicable Distributor and representative sales charges, commission
or other amount, if any, with respect to each purchase as set forth in the
Prospectus and in accordance with any notification filed with respect to
combined and accumulated purchases. CFS will also determine the portion of each
sales charge, commission or other amount, if any, payable by the Distributor to
the dealer or other amount, payable by the Distributor to the dealer
participating in the sale in accordance with such schedules as are from time to
time delivered by the Distributor to CFS.
10. Dividends and Distributions. The Trust will promptly notify CFS of the
declaration of any dividends or distribution with respect to Fund shares, the
amount of such dividend or distribution, the date each such dividend or
distribution shall be paid, and the record date for determination of
shareholders entitled to receive such dividend or distribution. As Dividend
Disbursing Agent, CFS will, on or before the payment date of any such dividend
or distribution, notify the Custodian of the estimated amount of cash required
to pay such dividend or distribution, and the Trust agrees that on or before the
mailing date of such dividend or distribution it will instruct the Custodian to
make available to CFS sufficient funds therefor in the dividend and distribution
account maintained by CFS with the Custodian. As Dividend Disbursing Agent, CFS
will prepare and distribute to shareholders any funds to which they are entitled
by reason of any dividend or distribution and, in the case of shareholders
entitled to receive additional shares by reason of any such dividend or
distribution, CFS will make appropriate credits to their accounts and prepare
and mail to shareholders a confirmation statement and, if required, a
certificate in respect of such additional shares.
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11. Repurchase and Redemptions. CFS will receive and stamp with the date
of receipt all certificates and requests delivered to CFS for repurchase or
redemption of shares and CFS will process such repurchases as agent for the
Distributor and such redemptions as agent for the Trust as follows:
(a) If such certificate or request complies with standards for
repurchase or redemption approved from time to time by the Trust, CFS will, on
or prior to the seventh calendar day succeeding the receipt of any such request
for repurchase or redemption in good order, deposit any contingent deferred
sales charge ("CDSC") due the Distributor in its account with such bank as may
from time to time be designated by the Distributor and pay to the shareholder
from funds deposited by the Trust from time to time in the repurchase and
redemption account maintained by CFS with its cash management bank, the
appropriate repurchase or redemption price, as the case may be, as set forth in
the Prospectus;
(b) If such certificate or request does not comply with said standards
for repurchase or redemption as approved by the Trust, CFS will promptly notify
the shareholder of such fact, together with the reason therefor, and shall
effect such repurchase or redemption at the price in effect at the time of
receipt of documents complying with said standards, or, in the case of a
repurchase, at such other time as the Distributor, as agent for the Trust, shall
so direct; and
(c) CFS shall notify the Trust and the Distributor as soon as
practicable on each business day of the total number of Fund shares covered by
requests for repurchase or redemption which were received by CFS in proper form
on the previous business day, and shall notify the Distributor of deposits to
its account with respect to any CDSC, such notification to be confirmed in
writing.
12. Systematic Withdrawal Plans. CFS will administer systematic withdrawal
plans pursuant to the provisions of withdrawal orders duly executed by
shareholders and the relevant Fund's Prospectus. Payments upon such withdrawal
orders shall be made by CFS from the appropriate account maintained by the Trust
with the Custodian. Prior to the payment date CFS will withdraw from a
shareholder's account and present for repurchase or redemption as many shares as
shall be sufficient to make such withdrawal payment pursuant to the provisions
of the shareholder's withdrawal plan and the relevant Fund's Prospectus.
13. Letters of Intent and Other Plans. CFS will process such letters of
intent for investing in Fund shares as are provided for in the Prospectus, and
CFS will act as escrow agent pursuant to the terms of such letters of intent
duly executed by shareholders. CFS will make appropriate deposits to the account
of the Distributor for the adjustment of sales charges as therein provided and
will currently report the same to the Distributor, it being understood, however,
that computations of any adjustment of sales charge shall be the responsibility
of the Distributor or the Trust. CFS will process such accumulation plans, group
programs and other plans or programs for investing in shares as are provided for
in the Prospectus. In connection with any such plan or program, and with
withdrawal plans described in paragraph 12 hereof, CFS will act as plan agent
for shareholders and in so acting shall not be the agent of the Trust.
14. Tax Returns and Reports. CFS will prepare, file with the Internal
Revenue Service and any other federal, state or local governmental agency which
may require such filing,
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and, if required, mail to shareholders such returns for reporting dividends and
distributions paid by the Funds as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, and CFS will withhold such
sums as are required to be withheld under applicable Federal and state income
tax laws, rules and regulations.
15. Record Keeping. CFS will maintain records, which at all times will be
the property of the Trust and available for inspection by the Trust and
Distributor, showing for each shareholder's account the following:
(a) Name, address and United States taxpayer identification or Social
Security number, if provided (or amounts withheld with respect to dividends and
distributions on shares if a taxpayer identification or Social Security number
if not provided);
(b) Number of shares held and number of shares for which certificates
have been issued;
(c) Historical information regarding the account of each shareholder,
including dividends and distributions paid, if any, and the date and price for
all transactions on a shareholder's account;
(d) Any stop or restraining order placed against a shareholder's
account;
(e) Information with respect to withholdings of taxes on dividends paid
to foreign accounts; and
(f) Any instruction as to letters of intent, record address, and any
correspondence or instructions relating to the current maintenance of a
shareholder's account.
In addition, CFS will keep and maintain on behalf of the Trust all records
which the Trust or CFS is required to keep and maintain pursuant to any
applicable statute, rule or regulation, including without limitation, Rule
31(a)-1 under the Investment Company Act of 1940, relating to the maintenance of
records in connection with the services to be provided hereunder. CFS shall be
obligated to maintain at its expense only those records necessary to carry out
its duties hereunder and the remaining records will be preserved at the Trust's
expense for the periods prescribed by law.
16. Other Information Furnished. CFS will furnish to the Trust and the
Distributor such other information, including shareholder lists and statistical
information as may be agreed upon from time to time between CFS and the Trust.
CFS shall notify the Trust of any request or demand to inspect the share records
books of the Trust and will act upon the instructions of the Trust as to
permitting or refusing such inspection.
17. Shareholder Inquiries. CFS will respond promptly to written
correspondence from shareholders, registered representatives of broker-dealers
engaged in selling Fund shares, the Trust and the Distributor relating to its
duties hereunder, and such other correspondence as may from time to time be
mutually agreed upon between CFS and the Trust. CFS also will respond to
telephone inquiries from shareholders with respect to existing accounts.
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18. Communications to Shareholders and Meetings. CFS will determine all
shareholders entitled to receive, and will address and mail, all communications
by the Trust to its shareholders, including quarterly and annual reports to
shareholders, proxy material for meetings of shareholders and periodic
communications to shareholders. CFS will receive, examine and tabulate return
proxy cards for meetings of shareholders and certify the vote to the Trust.
19. Insurance. CFS will not reduce or allow to lapse any of its insurance
coverage from time to time in effect, including but not limited to Errors and
Omissions, Fidelity Bond and Electronic Data Processing coverage, without the
prior written consent of the Trust.
20. Duty of Care and Indemnification. CFS will at all times use reasonable
care and act in good faith in performing its duties hereunder. CFS will not be
liable or responsible for delays or errors by reason of circumstances beyond its
control, including without limitation, acts of civil or military authority,
national or state emergencies, labor difficulties, fire, mechanical breakdown,
flood or catastrophe, acts of God, insurrection, war, riots or failure of
transportation, communication or power supply.
CFS may rely on certifications of the Secretary, any Assistant Secretary,
the President, any Vice President, the Treasurer or any Assistant Treasurer of
the Trust as to proceedings or facts in connection with any action taken by the
shareholders or Trustees of the Trust, and upon instructions not inconsistent
with this Agreement from the President, any Vice President, the Treasurer or any
Assistant Treasurer of the Trust. CFS may apply to counsel for the Trust, at the
Trust's expense, or its own counsel for advice whenever it deems expedient. With
respect to any action taken on the basis of such certifications or instructions
or in accordance with the advice of counsel for instructions or in accordance
with the advice of counsel for the Trust, the Trust will indemnify and hold
harmless CFS from any and all losses, claims, damages, liabilities and expenses
(including reasonable counsel fees and expenses).
The Trust will indemnify CFS against and hold CFS harmless from any and
all losses, claims, damages, liabilities and expenses (including reasonable
counsel fees and expenses) in respect to any claim, demand, action or suit not
resulting from CFS's bad faith or negligence and arising out of, or in
connection with, its duties on behalf of the Trust under this Agreement.
CFS shall also be indemnified and held harmless by the Trust against any
loss, claim, damage, liability and expenses (including reasonable counsel fees
and expenses) by reason of any act done by it in good faith and in reliance upon
any instrument or certificate for shares believed by it (a) to be genuine and
(b) to be signed, countersigned or executed by any person or persons authorized
to sign, countersign, or execute such instrument or certificate.
In any case in which a party to this Agreement may be asked to indemnify
or hold harmless the other party hereto, the party seeking indemnification shall
advise the other party of all pertinent facts concerning the situation giving
rise to the claim or potential claim for indemnification, and each party shall
use reasonable care to identify and notify the other promptly concerning any
situation which presents or appears likely to present a claim for
indemnification.
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21. Employees. CFS is responsible for the employment, control and conduct
of its agents and employees and for injury to such agents or employees or to
others caused by such agents or employees. CFS assumes full responsibility for
its agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
CFS shall maintain at its own expense insurance against public liability
in a reasonable amount.
22. AML/CIP. CFS agrees to provide anti-money laundering services to the
Trust and to operate the Trust's customer identification program, in each case
in accordance with the written procedures developed by CFS and adopted or
approved by the Trustees of the Trust and with applicable law and regulation.
23. Termination. This Agreement shall continue indefinitely until
terminated by not less than ninety (90) days' written notice given by the Trust
to CFS or, by six (6) months written notice given by CFS to the Trust. Upon
termination hereof, the Trust shall pay such compensation as may be due to CFS
as of the date of such termination.
24. Successors. In the event that (i) in connection with termination of
this Agreement a successor to any of CFS's duties or responsibilities hereunder
is designated by the Trust by written notice to CFS, or (ii) CMA exercises its
prerogative under paragraph 1 hereof to assume the duties and functions of CFS
hereunder, CFS shall promptly, at the expense of the Trust (in the case of an
event described in (i) above), transfer to such successor or CMA, as the case
may be, a certified list of the shareholders of the Funds (with name, address
and taxpayer identification or Social Security number), and historical record of
the account of each shareholder and the status thereof, all other relevant
books, records, correspondence and other data established or maintained by CFS
under this Agreement in form reasonably acceptable to the Trust (if such form
differs from the form in which CFS has maintained the same, the Trust shall pay
any expenses associated with transferring the same to such form), and will
cooperate in the transfer of such duties and responsibilities, including
provision for assistance from CFS's personnel in the establishment of books,
records and other data by such successor or CMA. CFS shall, in the case of an
event described in (i) above, be entitled to reasonable compensation and
reimbursement of its out-of-pocket expenses in respect of assistance provided in
accordance with the preceding sentence. Also, in the event of the termination of
this Agreement, to the extent permitted by the agreements or licenses described
below, CFS and CMA shall, if requested by the Trustees of the Trust, assign to
any entity wholly owned, directly or indirectly, by Columbia Management Group,
LLC (or its successors) or by the Trust, or any of them, all of their rights
under any existing agreements to which either of them is a party and pursuant to
which either has a right to have access to data processing capability in
connection with the services contemplated by this Agreement and under any
licenses to use third-party software in connection with the services
contemplated by this Agreement and under any licenses to use third-party
software in connection therewith, and in connection with such assignment shall
grant to the assignee an irrevocable right and license or sublicenses, on a
non-exclusive basis, to use any software used in connection therewith and, on an
exclusive basis, any proprietary rights or interest which it has under such
agreements or licenses.
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25. Use of Affiliated Companies and Subcontractors. In connection with the
services to be provided by CFS or CMA under this Agreement, either CFS or CMA
may, to the extent it deems appropriate, and subject to compliance with the
requirements of applicable laws and regulations and upon receipt of approval of
the Trustees, make use of (i) its affiliated companies and their directors,
trustees, officers and employees and (ii) subcontractors selected by it,
provided that it shall supervise and remain fully responsible for the services
of all such third parties in accordance with and to the extent provided in this
Agreement. All costs and expenses associated with services provided by any such
third parties shall be borne by CFS, CMA or such parties.
26. Confidentiality. Each of CFS and CMA agrees on behalf of itself and
its employees to treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and its prior,
present or potential shareholders and not to use such records and information
for any purpose other than performance of its responsibilities and duties under
this Agreement, except after prior notification to and approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where CMA may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities or when so requested by the Trust.
27. Compliance. Each of CFS and CMA agree to comply with all applicable
federal, state and local laws and regulations, codes, orders and government
rules in the performance of its duties under this Agreement. Each of CFS and CMA
agree to provide the Trust with such certifications, reports and other
information as the Trust may reasonably request from time to time to assist it
in complying with, and monitoring for compliance with, applicable laws, rules
and regulations.
28. Miscellaneous. This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions of this Agreement or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two 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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A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the State of Delaware, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees and
not individually and that the obligations of or arising out of the instrument
are not binding upon any of the Trustees or officers or shareholders
individually, but binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
NATIONS SEPARATE ACCOUNT TRUST ON BEHALF OF ITS SERIES LISTED ON APPENDIX I
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxx
President
COLUMBIA FUNDS SERVICES, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx
President
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
Executive Vice President
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SCHEDULE A
Payments under the Agreement to CFS shall be made in the first two weeks of the
month following the month in which a service is rendered or an expense incurred.
Each Fund shall pay to CFS for the services to be provided by CFS under the
Agreement an amount equal to the sum of the following:
1. An account fee for Open Accounts of $15.23 per annum; PLUS
2. The Fund's Allocated Share of CFS Reimbursable Out-of-Pocket
Expenses.
In addition, CFS shall be entitled to retain as additional compensation for its
services all CFS revenues for fees for wire, telephone, and redemption orders,
XXX trustee agent fees and account transcripts due CFS from shareholders of the
Fund and interest (net of bank charges) earned with respect to balances in the
accounts referred to in paragraph 2 of the Agreement.
All determinations hereunder shall be in accordance with generally accepted
accounting principles and subject to audit by the Funds' independent
accountants.
Definitions
"Allocated Share" for any month means that percentage of CFS Reimbursable
Out-of-Pocket Expenses which would be allocated to a Fund for such month
in accordance with the methodology described in Exhibit 1 hereto.
"CFS Reimbursable Out-of-Pocket Expenses" means (i) out-of-pocket expenses
incurred on behalf of the Funds by CFS for stationery, forms, postage and
similar items and those expenses identified as "Out-of-Pocket Expenses"
below, (ii) networking account fees paid to dealer firms by CFS on
shareholder accounts established or maintained pursuant to the National
Securities Clearing Corporation's networking system, which fees are
approved by the Trustees from time to time and (iii) fees paid by CFS or
its affiliates to third-party dealer firms or transfer agents that
maintain omnibus accounts with a Fund in respect of expenses similar to
those referred to in clause (i) above, to the extent the Trustees have
approved the reimbursement by the Fund of such fees.
"Open Accounts" is any account on the books of CFS representing record
ownership of shares of a Fund which as of the first day of any calendar
month has a share balance greater than zero. The Open Account fee shall be
payable on a monthly basis, in an amount equal to 1/12 the per annum
change.
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"Out-of-Pocket Expenses" also include, but are not limited to, the
following items:
* Microfiche/microfilm production
* Magnetic media tapes and freight
* Printing costs, including certificates, envelopes, checks and
stationery
* Postage bulk, pre-sort, ZIP+4, barcoding, first class direct
pass through to the Trust
* Telephone and telecommunication costs, including all lease,
maintenance and line costs
* Proxy solicitations, mailings and tabulations
* Daily & Distributions advice mailings
* Shipping, Certified and Overnight mail and insurance
* Year-end forms and mailings
* Duplicating services
* Courier services
* Record retention as required by the Trust, retrieval and
destruction costs, including, but not limited to, exit fees
charged by third party record keeping vendors
* Third party audit reviews
* Such other miscellaneous expenses reasonably incurred by CFS
in performing its duties and responsibilities under this
Agreement.
The Funds agree that postage and mailing expenses will be paid on the day of or
prior to mailing as agreed with CFS. In addition, the Funds will promptly
reimburse CFS for any other unscheduled expenses incurred by CFS whenever the
Funds and CFS mutually agree that such expenses are not otherwise properly borne
by CFS as part of its duties under the Agreement.
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EXHIBIT 1
METHODOLOGY OF ALLOCATING CFS
REIMBURSABLE OUT-OF-POCKET EXPENSES
1. CFS Reimbursable Out-of-Pocket Expenses are allocated to the Funds as
follows:
A. Identifiable Based on actual services performed and
invoiced to a Fund.
B. Unidentifiable Allocation will be based on three evenly
weighted factors.
- number of shareholder accounts
- number of transactions
- average assets
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Appendix I
TRUSTS FUNDS CUSTODIAN TYPE OF FUND
--------------- ------------------------------------------- ------------ ------------
Nations Separate Nations Asset Allocation Portfolio State Street
Account Trust
Nations High Yield Bond Portfolio State Street
Nations Xxxxxxx Focused Equities Portfolio State Street
Nations Xxxxxxx Growth Portfolio State Street
Nations Xxxxxxx International Opportunities State Street
Portfolio
Nations Xxxxxxx 00xx Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxx
Nations MidCap Growth Portfolio State Street
Nations Small Company Portfolio State Street
Nations Value Portfolio State Street
Last Amended: December 9, 2005
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