EX-99.B9(j)
NATIONS FUND, INC.
SHAREHOLDER SERVICING AGREEMENT
INVESTOR B SHARES- MONEY MARKET FUNDS
INVESTOR C SHARES-NON-MONEY MARKET FUNDS
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement
("Agreement") with you concerning the provision of administrative support
services to your clients ("Customers") who may from time to time beneficially
own Investor B Shares of the Money Market Funds and Investor C Shares of the
Non-Money Market Funds Shares in one or more of the portfolios (the "Funds") of
Nations Fund, Inc. (the "Company").
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following administrative support
services to your Customers who may from time to time beneficially own Investor
B\Investor C Shares: (i) aggregating and processing purchase and redemption
requests for Investor B\Investor C Shares from Customers and transmitting
promptly net purchase and redemption orders to our distributor or transfer
agent; (ii) providing Customers with a service that invests the assets of their
accounts in Investor B\Investor C Shares pursuant to specific or pre-authorized
instructions; (iii) processing dividend and distribution payments from the
Company on behalf of Customers; (iv) providing information periodically to
Customers showing their positions in Investor B\Investor C Shares; (v) arranging
for bank wires; (vi) responding to Customers' inquiries concerning their
investment in Investor B\Investor C Shares; (vii) providing subaccounting with
respect to Investor B\Investor C Shares beneficially owned by Customers or
providing the information to us necessary for subaccounting; (viii) providing
general shareholder liaison services; (ix) providing the shareholder services
described in Appendix I hereto (the "Supplemental Support Services"); and (x)
providing such other similar services as we may reasonably request to the extent
you are permitted to do so under applicable statutes, rules or regulations (all
of the above services are collectively referred to as the "Support Services").
All Support Services rendered hereunder by you shall be performed in a
professional, competent and timely manner.
Section 2. You will perform only those activities which are consistent
with statutes and regulations applicable to you. You will act solely as agent
or, upon the order of, and for the account of, your Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the Support
Services contemplated hereby.
Section 4. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning the Company or the
Investor B\Investor C Shares except those contained in our then current
prospectuses and statements of additional information, as amended or
supplemented from time to time, copies of which will be supplied by the Company
to you, or in such supplemental literature or advertising as may be authorized
by the distributor or the Company in writing.
Section 5. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for us in
any matter or in any respect, except as provided herein. By your written
acceptance of this Agreement, you agree to and do release, indemnify and hold us
harmless from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by you or your
officers, employees or agents regarding your responsibilities hereunder or the
purchase, redemption, transfer or registration of Investor B\Investor C Shares
(or orders relating to the same) by or on behalf of Customers. In addition, you
agree to provide further indemnification as specified in Appendix II. You and
your employees and agents will, upon request, be available during normal
business hours to consult with us or our designees concerning the performance of
your responsibilities under this Agreement.
Section 6. In consideration of the provision of the Support Services,
we will pay to you, and you will accept as full payment therefor, a fee as
described in the applicable then current prospectuses. The fee rate payable to
you may be prospectively increased or decreased by us, in our sole discretion,
at any time upon notice to you. Further, we may, in our discretion and without
notice, suspend or withdraw the sale of Investor B\Investor C Shares of any and
all Funds, including the sale of Investor B\Investor C Shares to you for the
account of any Customer or Customers. Compensation payable under this Agreement
is subject to, among other things, the National Association of Securities
Dealers, Inc. ("NASD") Rules of Fair Practice governing receipt by NASD members
of service fees from registered investment companies (the "NASD Service Fee
Rule"). Such compensation shall only be paid if permissible under the NASD
Service Fee Rule and shall not be payable for services that are deemed to be
distribution-related services.
Section 7. You agree to provide to us at least quarterly, a written
report of the amounts expended by you in connection with the provision of the
Support Services hereunder and the purposes for which such expenditures were
made. In addition, you will furnish us or our designees with such information as
we or they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors or legal counsel designated by us), in
connection with the preparation of reports to our Board of Directors concerning
this Agreement and the monies paid or payable by us pursuant hereto, as well as
any other reports or filings that may be required by law.
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; (ii) the compensation payable to you hereunder, together with any other
compensation you receive in connection with the investment of your Customers'
assets in Investor B\Investor C Shares of the Funds, will be disclosed by you to
your Customers to the extent required by applicable laws or regulations, will be
authorized by your Customers and will not result in an excessive or unreasonable
fee to you and (iii) in the event an issue pertaining to this Agreement is
submitted for shareholder approval, and you have the authority from your
Customer to do so, you will vote any _Investor B\Investor C Shares held for your
own account in the same proportion as the vote of the Investor B\Investor C
Shares held for your Customers' benefit.
Section 10. You agree to conform to compliance standards adopted by the
Company or its distributor as to when a class of shares in a Fund may be
appropriately sold to particular investors.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee and continues
in effect until terminated. This Agreement is terminable with respect to any
series of Investor B\Investor C Shares, without penalty, at any time by us
(which termination may be by a vote of a majority of the disinterested Directors
of the Company) or by you upon written notice to the other party hereto.
Section 12. All notices and other communications to either you or us
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a confirming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the
internal laws of the State of Maryland without giving effect to principles of
conflict of laws, and is nonassignable by the parties hereto.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇;
fax number (▇▇▇) ▇▇▇-▇▇▇▇; Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Very truly yours,
NATIONS FUND, INC.
Date:_________________________ By:__________________________________
Name:________________________________
Title:_________________________________
Accepted and Agreed to:
Servicing Agent
--------------------------------------
(Firm Name)
--------------------------------------
(Address)
--------------------------------------
(City) (State) (County)
Fax #__________________________________
Attention:_______________________________
Date:_____________________ By:____________________________________
Name:__________________________________
Title:___________________________________
APPENDIX I
NATIONS FUND, INC.
INVESTOR B\INVESTOR C SHARES
(a) Transaction Processing Procedures.
(1) NationsSecurities shall provide and maintain a computer link (the
"Link") between it and The Shareholder Services Group, Inc.
("TSSG"), the Company's transfer agent for Investor B\Investor C,
through ▇▇▇▇ ▇▇▇▇▇▇ Financial Services.
(2) NationsSecurities shall have the ability to override the hold on
"uncollected" Investor B\Investor C Shares purchased by Customers
through the Link.
(3) NationsSecurities shall process changes in legal ownership of
Investor B\Investor C Shares beneficially owned by its Customers
through the Link and shall collect and maintain all legal
documentation required for effecting such legal transfers. If
requested, NationsSecurities also shall provide research support
services to the Company, its distributor or TSSG in connection
with the legal ownership of Investor B\Investor C Shares
processed through the Link.
(4) NationsSecurities shall process changes to Customer account
registrations and options through the Link. If requested,
NationsSecurities also shall provide research support services to
the Company, its distributor or TSSG in connection with account
registrations and options processed through the Link.
(5) NationsSecurities understands and agrees that the Company, its
distributor and TSSG may rely on instructions received from
NationsSecurities or its agents through the Link, which
instructions are believed to be genuine.
(b) Tax Reporting Procedures.
(1) NationsSecurities shall be responsible for determining whether
backup withholding is required for Customer accounts and shall
provide to TSSG backup withholding instructions regarding each
Customer account. In this regard, NationsSecurities shall be
responsible for, among other things, confirming and maintaining
records of Form W-8 certifications and expirations and taxpayer
identification numbers ("TINs") for Customer accounts.
(2) NationsSecurities shall provide to TSSG the Residence Country
Code (the "Code") for non-resident alien ("NRA") withholding
Customer accounts, if applicable. NationsSecurities also shall
provide to TSSG any changes in the Code applicable to an NRA
Customer account.
(3) NationsSecurities shall prepare and file all necessary reports
with the Internal Revenue Service ("IRS") for retirement accounts
maintained by its Customers.
(4) If TSSG informs NationsSecurities that a Customer TIN or
withholding instructions provided by NationsSecurities are
invalid, NationsSecurities shall promptly investigate the
information provided and notify TSSG of the results of such
investigation. TSSG will impose withholding on such Customer
accounts unless and until instructions to the contrary are
received from NationsSecurities.
(5) NationsSecurities shall perform the Reasonable Cause Forms W-9
and W-8 mailings for Customer accounts and shall provide to TSSG
appropriate withholding instructions upon receipt of the
responses to such mailings.
(6) Upon receipt from TSSG of an IRS C-Notice relating to a Customer
account, NationsSecurities shall provide withholding instructions
to TSSG for such account.
(7) Upon receipt from TSSG of an IRS B-Notice relating to a Customer
account, NationsSecurities shall track the B-Notice and perform
the Customer mailing required by Section 3406 of the Internal
Revenue Code and the regulations thereunder. NationsSecurities
also shall provide appropriate withholding instructions to TSSG
with respect to a Customer account that is the subject of an IRS
B-Notice.
(8) NationsSecurities shall perform all IRS reporting and withholding
for Customer accounts traded through the National Securities
Clearing Corporation network.
(9) NationsSecurities shall research any assessment made by the IRS
against the Company, its distributor or TSSG that is deemed to
have resulted from (i) the performance by NationsSecurities, its
employees, contractors or agents of the Supplemental Support
Services described in this Appendix I, or (ii) NationsSecurities'
failure to perform, or to cause to have performed, the
Supplemental Support Services described in this Appendix I.
(c) Right to Delegate. NationsSecurities shall have the right to delegate to
▇▇▇▇ ▇▇▇▇▇▇ Financial Services the performance of any and all of the
Supplemental Support Services described in this Appendix I. Any such delegation
shall not relieve NationsSecurities of its obligations under this Appendix I.
APPENDIX II
INDEMNIFICATION
NationsSecurities shall indemnify the Company, its distributor, TSSG
and their respective officers, trustees/directors, agents, employees and
affiliates from and against any and all claims, demands, liabilities and
expenses (including, without limitation, reasonable attorneys' fees and costs)
that result, directly or indirectly, from (i) the performance by
NationsSecurities, its employees, contractors, or agents of the Supplemental
Support Services described in Appendix I, or (ii) NationsSecurities' failure to
perform, or cause to have performed, the Supplemental Support Services described
in Appendix I. The obligations set forth in this Appendix II shall survive the
termination of the Shareholder Servicing Agreement. Without limiting the
liability of NationsSecurities under this Appendix II, NationsSecurities shall:
(a) Indemnify a Fund from and against any liability or loss that
results, directly or indirectly, from "uncollected" Investor
B\Investor C Shares purchased by Customers through the Link,
including, without limitation, any loss of principal, overdraft
charges, charge for returned checks or any combination thereof.
(b) Indemnify the Company, its distributor and TSSG from and against
any all liability or loss that results, directly or indirectly,
from the processing of legal ownership of Investor B\Investor C
Shares and account registrations and options for Customers
through the Link.
(c) Pay any and all levies or penalties assessed against a Fund by
the IRS that result, directly or indirectly, from the
responsibilities assumed by NationsSecurities under Appendix I.
NationsSecurities shall make such payment within 10 business days
of the Fund's receipt of a final assessment from the IRS.
