-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TjZGtN46Fq8d39XeDgIuDiyu+dNl8lSNS6Xo/P6KhxueRuUCsZDhIuD/gXcq22Wd dmeIZY3u4s0Yadzqx2FZtg== 0000950168-01-000074.txt : 20010123 0000950168-01-000074.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950168-01-000074 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20010111 EFFECTIVENESS DATE: 20010111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONS INSTITUTIONAL RESERVES CENTRAL INDEX KEY: 0000859750 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-33144 FILM NUMBER: 1507332 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-06030 FILM NUMBER: 1507333 BUSINESS ADDRESS: STREET 1: ONE NATIONSBANK PLZ CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: ONE NATIONSBANK PLAZA CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: CAPITOL MUTUAL FUNDS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI CAPITOL FUNDS DATE OF NAME CHANGE: 19900318 485BPOS 1 0001.txt NATIONS RESERVES FUNDS As filed with the Securities and Exchange Commission on January 11, 2001 Registration No. 33-33144; 811-6030 ----------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM N-1A* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_| Post-Effective Amendment No. 33 |X| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_| Amendment No. 34 |X| (Check appropriate box or boxes) ------------------------ THE CAPITOL MUTUAL FUNDS (Exact Name of Registrant as specified in Charter) 111 Center Street Little Rock, Arkansas 72201 (Address of Principal Executive Offices, including Zip Code) -------------------------- Registrant's Telephone Number, including Area Code: (800) 321-7854 Richard H. Blank, Jr. c/o Stephens Inc. 111 Center Street Little Rock, Arkansas 72201 (Name and Address of Agent for Service) With copies to: Robert M. Kurucza, Esq. Carl Frischling, Esq. Marco E. Adelfio, Esq. Kramer, Levin, Naftalis Morrison & Foerster LLP & Frankel 2000 Pennsylvania Ave., N.W., Suite 5500 919 Third Avenue Washington, D.C. 20006 New York, New York 10022 It is proposed that this filing will become effective (check appropriate box): |X| Immediately upon filing pursuant to Rule 485(b); or |_| on (date) pursuant to Rule 485(b), or |_| 60 days after filing pursuant to Rule 485(a), or |_| on (date) pursuant to Rule 485(a)(1) |_| 75 days after filing pursuant to paragraph (a)(2) |_| on (date) pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: |_| this post-effective amendment designates a new effective date for a previously filed post-effective amendment. *This post-effective amendment is being executed by the Trustees and principal officers of Nations Master Investment Trust. EXPLANATORY NOTE The Registrant is filing this Post-Effective Amendment No. 33 to the Trust's Registration Statement for the purpose of filing certain corporate documents and agreements. The prospectuses and Statement of Additional Information are hereby incorporated by reference to Post-Effective Amendment No. 31. NATIONS RESERVES CROSS REFERENCE SHEET
Part A Item No. Prospectus - -------- ------------ 1. Front and Back Cover Pages ................................ Front and Back Cover Pages 2. Risk/Return Summary: Investments, Risks and Performance............................................. About this Prospectus 3. Risk/Return Summary: Fee Tables.......................... About the Funds; Financial Highlights 4. Investment Objectives, Principal Investment Strategies, and Related Risks.................... About the Funds; Other Important Information 5. Management's Discussion of Fund Performance................................................. About the Funds 6. Management, Organization, and Capital Structure........................................... What's Inside; About the Funds; How the Funds Are Managed; About your Investment 7. Shareholder Information..................................... About the Funds; About your Investment 8. Distribution Arrangements................................... Information for Investors 9. Financial Highlights Information............................ Financial Highlights; About the Funds Part B Item No. - -------- 10. Cover Page and Table of Contents............................ Cover Page and Table of Contents 11. Fund History................................................ Introduction 12. Description of the Fund and Its Investments and Risks....................................... About the Funds 13. Management of the Funds..................................... Trustees And Officers; Investment Advisory, Administration, Custody Transfer Agency, Shareholder Servicing and Distribution Agreements 14. Control Persons and Principal Holders of Securities....................................... Not Applicable 15. Investment Advisory and Other Services...................... Investment Advisory, Administration, Custody, Transfer Agency, Shareholder Servicing And Distribution Agreements 16. Brokerage Allocation and Other Practices.................... Portfolio Transactions and Brokerage--General Brokerage Policy 17. Capital Stock and Other Securities.................................................. Description Of Shares; Investment Advisory, Administration, Custody, Transfer Custody, Transfer Agency, Shareholder Servicing And Distribution Agreements 18. Purchase, Redemption and Pricing of Shares................................................... Net Asset Value -- Purchases And Redemptions; Distributor 19. Taxation of the Fund........................................ Additional Information Concerning Taxes 20. Underwriters................................................ Investment Advisory, Administration Custody, Transfer Agency Shareholder Servicing And Distribution Agreements; Distributor 21. Calculation of Performance Data............................. Additional Information on Performance 22. Financial Statements........................................ Independent Accountant and Reports Part C Item No. Other Information - ------- ----------------- Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of this Document
NATIONS RESERVES ONE BANK OF AMERICA PLAZA 33rd Floor Charlotte, NC 28255 1-800-626-2275 FORM N-1A PART C OTHER INFORMATION ITEM 23. Exhibits All references to the "Registration Statement" in the following list of Exhibits refer to the Registrant's Registration Statement on Form N-1A (File Nos. 33-33144; 811-6030)
- ---------------------- ------------------------------------------------------------------------------------ Exhibit Letter Description - ---------------------- ------------------------------------------------------------------------------------ (a) Articles of Incorporation: (a)(1) Declaration of Trust dated January 22, 1990, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (a)(2) Classification of Shares dated February 4, 1998, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (a)(3) Classification of Shares dated December 2, 1998, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (a)(4) Classification of Shares dated March 31, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (a)(5) Classification of Shares dated May 26, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (a)(6) Classification of Shares dated March 15, 2000, filed herewith. (a)(7) Classification of Shares dated August 23, 2000, filed herewith. - ---------------------- ------------------------------------------------------------------------------------- (b) Bylaws: (b)(1) Amended and Restated Bylaws dated January 22, 1990, last amended May 26, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. - ---------------------- -------------------------------------------------------------------------------------
C-1
- ---------------------- ------------------------------------------------------------------------------------ Exhibit Letter Description - ---------------------- ------------------------------------------------------------------------------------ (c) Instruments Defining Rights of Securities Holders: Not Applicable - ---------------------- ------------------------------------------------------------------------------------- (d) Investment Advisory Contracts: (d)(1) Investment Advisory Agreement between Banc of America Advisors, Inc. (formerly NationsBanc Advisors, Inc.) ("BAAI") and Nations Reserves (formerly known as Nations Institutional Reserves) ("Registrant") dated January 1, 1996, Schedule I dated March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (d)(2) Sub-Advisory Agreement among BAAI, Banc of America Capital Management, Inc. (formerly TradeStreet Investment Associates, Inc.) ("BACAP") and the Registrant dated January 1, 1996, Schedule I dated March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (d)(3) Sub-Advisory Agreement among BAAI, Chicago Equity Partners LLC ("Chicago Equity") and the Registrant dated September 15, 2000, filed herewith. (d)(4) Sub-Advisory Agreement among BAAI, Gartmore Global Partners ("Gartmore") and the Registrant dated August 1, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. - ---------------------- ------------------------------------------------------------------------------------- (e) Underwriting Contract: (e)(1) Distribution Agreement between the Registrant and Stephens Inc. ("Stephens") dated May 1, 1994, Schedule I amended March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. - ---------------------- ------------------------------------------------------------------------------------- (f) Bonus or Profit Sharing Contracts: (f)(1) Deferred Compensation Plan dated January 26, 1995, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. - ---------------------- -------------------------------------------------------------------------------------
C-2
- ---------------------- ------------------------------------------------------------------------------------ Exhibit Letter Description - ---------------------- ------------------------------------------------------------------------------------ (g) Custodian Agreement: (g)(1) Custody Agreement between the Registrant and The Bank of New York ("BNY") dated October 19, 1998, Schedule I dated March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (g)(2) Amendment to the Custody Agreement dated September 1, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (g)(3) Amendment to the Custody Agreement dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. - ---------------------- ------------------------------------------------------------------------------------- (h) Other Material Contracts: (h)(1) Co-Administration Agreement among the Registrant, Stephens and BAAI dated December 1, 1998, Schedule I dated March 15, 2000, Schedule A dated November 18, 1999, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (h)(2) Sub-Administration Agreement among the Registrant, BNY and BAAI dated December 1, 1998, Schedule I dated March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (h)(3) Shareholder Servicing Plan relating to Adviser Shares, Exhibit I amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (h)(4) Shareholder Servicing Plan relating to Investor B Shares, Exhibit I amended March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (h)(5) Shareholder Servicing Plan relating to Investor C Shares, Exhibit I amended March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (h)(6) Shareholder Servicing Plan relating to Daily Shares, Exhibit I amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. - ---------------------- -------------------------------------------------------------------------------------
C-3
- ---------------------- ------------------------------------------------------------------------------------ Exhibit Letter Description - ---------------------- ------------------------------------------------------------------------------------ (h)(7) Shareholder Servicing Plan relating to Investor Shares, Exhibit I amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (h)(8) Shareholder Servicing Plan relating to Liquidity Shares, Exhibit I amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (h)(9) Shareholder Servicing Plan relating to Market Shares, Exhibit I amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (h)(10) Shareholder Servicing Plan relating to Service Shares, Exhibit I amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (h)(11) Shareholder Administration Plan relating to Trust Shares, Exhibit I amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (h)(12) Shareholder Administration Plan relating to Investor B and Investor C Shares, Exhibit I dated May 26, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (h)(13) Shareholder Administration Plan relating to Institutional Shares, Exhibit I dated August 23, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (h)(14) Transfer Agency and Services Agreement between PFPC Inc. (formerly First Data Investor Services Group) ("PFPC") and the Nations Funds family dated June 1, 1995, Schedule G dated September 8, 2000, filed herewith. (h)(15) Amendment to Transfer Agency and Services Agreement dated January 1, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (h)(16) Sub-Transfer Agency and Services Agreement between PFPC and Bank of America, N.A. ("Bank of America") dated September 11, 1995, Schedule A dated September 8, 2000, filed herewith. (h)(17) Amendment No. 1 to the Sub-Transfer Agency and Services Agreement dated January 3, 2000, filed herewith. - ---------------------- -------------------------------------------------------------------------------------
C-4
- ---------------------- ------------------------------------------------------------------------------------ Exhibit Letter Description - ---------------------- ------------------------------------------------------------------------------------ (h)(18) Amendment No. 2 to the Sub-Transfer Agency and Services Agreement dated December 1, 2000, filed herewith. (h)(19) Cross Indemnification Agreement among Nations Fund Trust, Nations Fund, Inc., Nations Master Investment Trust, Nations Funds Trust and the Registrant dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. - ---------------------- ------------------------------------------------------------------------------------- (i) Legal Opinion Not Applicable. - ---------------------- ------------------------------------------------------------------------------------- (j) Other Opinions Not Applicable - ---------------------- ------------------------------------------------------------------------------------- (k) Omitted Financial Statements Not Applicable - ---------------------- ------------------------------------------------------------------------------------- (l) Initial Capital Agreements: Not Applicable - ---------------------- ------------------------------------------------------------------------------------- (m) Rule 12b-1 Plans: (m)(1) Shareholder Administration Plan relating to Primary B Shares, Exhibit I amended August 19, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (m)(2) Shareholder Servicing and Distribution Plan relating to Investor A Shares, Exhibit A amended March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (m)(3) Distribution Plan relating to Investor B Shares, Exhibit A amended March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (m)(4) Distribution Plan relating to Investor C Shares, Exhibit A amended March 15, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. (m)(5) Distribution Plan relating to Daily Shares, Exhibit A amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. - ---------------------- -------------------------------------------------------------------------------------
C-5
- ---------------------- ------------------------------------------------------------------------------------ Exhibit Letter Description - ---------------------- ------------------------------------------------------------------------------------ (m)(6) Distribution Plan relating to Investor Shares, Exhibit A amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (m)(7) Distribution Plan relating to Liquidity Shares, Exhibit A amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (m)(8) Distribution Plan relating to Market Shares, Exhibit A amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. (m)(9) Distribution Plan relating to Service Shares, Exhibit A amended February 24, 1999, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. - ---------------------- ------------------------------------------------------------------------------------- (n) Financial Data Schedule: Not Applicable - ---------------------- ------------------------------------------------------------------------------------- (o) Rule 18f-3 Plan: (o)(1) Rule 18f-3 Multi-Class Plan amended August 23, 2000, incorporated by reference to Post-Effective Amendment No. 32, filed September 1, 2000. - ---------------------- ------------------------------------------------------------------------------------- (p) Codes of Ethics (p)(1) Nations Funds Family Code of Ethics, filed herewith. (p)(2) BAAI Code of Ethics, filed herewith. (p)(3) BACAP Code of Ethics, filed herewith. (p)(4) Chicago Equity Code of Ethics, filed herewith. (p)(5) Gartmore Code of Ethics, filed herewith. (p)(6) Stephens Code of Ethics, filed herewith. - ---------------------- ------------------------------------------------------------------------------------- (q) Powers of Attorney for Edmund L. Benson, Charles B. Walker, A. Max Walker, Thomas S. Word, Jr., William H. Grigg, James Ermer, Thomas F. Keller, Carl E. Mundy, Jr., James B. Sommers and Cornelius J. Pings, incorporated by reference to Post-Effective Amendment No. 30, filed March 7, 2000. - ----------------------- ------------------------------------------------------------------------------------
C-6 ITEM 24. Persons Controlled by of Under Common Control with the Fund No person is controlled by or under common control with the Registrant. ITEM 25. Indemnification Article VIII of the Agreement of Declaration of Trust provides for the indemnification of the Registrant's trustees, officers, employees and other agents. Indemnification of the Registrant's administrators, distributor, custodian and transfer agents is provided for, respectively, in the Registrant's: 1. Co-Administration Agreement with Stephens and BAAI; 2. Sub-Administration Agreement with BNY and BAAI; 3. Distribution Agreement with Stephens; 4. Custody Agreement with BNY; 5. Transfer Agency and Services Agreement with PFPC; and 6. Sub-Transfer Agency and Services Agreement with PFPC and Bank of America. The Registrant has entered into a Cross Indemnification Agreement with Nations Fund Trust (the "Trust"), Nations Fund, Inc. (the "Company"), Nations Master Investment Trust ("Master Trust") and Nations Funds Trust ("Funds Trust") dated February 14, 2000. The Trust, the Company, Master Trust and/or Funds Trust will indemnify and hold harmless the Registrant against any losses, claims, damages or liabilities, to which the Registrant may become subject, under the Securities Act of 1933, as amended (the "1933 Act") and the Investment Company Act of 1940, as amended (the "1940 Act") or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any prospectuses, any preliminary prospectuses, the registration statements, any other prospectuses relating to the securities, or any amendments or supplements to the foregoing (hereinafter referred to collectively as the "Offering Documents"), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Documents in reliance upon and in conformity with written information furnished to the Registrant by the Trust, the Company, Master Trust, and/or Funds Trust expressly for use therein; and will reimburse the Registrant for any legal or other expenses reasonably incurred by the Registrant in connection with investigating or defending any such action or claim; provided, however, that the Trust, the Company, Master Trust and/or Funds Trust shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Documents in reliance upon and in C-7 conformity with written information furnished to the Trust, the Company, Master Trust and/or Funds Trust by the Registrant expressly for use in the Offering Documents. Promptly after receipt by an indemnified party above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The Registrant has obtained from a major insurance carrier a trustees' and officers' liability policy covering certain types of errors and omissions. In no event will the Registrant indemnify any of its trustees, officers, employees, or agents against any liability to which such person would otherwise be subject by reason of his/her willful misfeasance, bad faith, gross negligence in the performance of his/her duties, or by reason of his/her reckless disregard of the duties involved in the conduct of his/her office or arising under his agreement with the Registrant. The Registrant will comply with Rule 484 under the 1933 Act and Release No. 11330 under the 1940 Act, in connection with any indemnification. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission ("SEC") such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issues. ITEM 26. Business and Other Connections of the Investment Adviser To the knowledge of the Registrant, none of the directors or officers of BAAI, the adviser to the Registrant's portfolios, or BACAP, Chicago Equity or Gartmore, the C-8 investment sub-advisers, except those set forth below, are or have been, at any time during the past two calendar years, engaged in any other business, profession, vocation or employment of a substantial nature, except that certain directors and officers also hold various positions with, and engage in business for, the company that owns all the outstanding stock (other than directors' qualifying shares) of BAAI, BACAP, Chicago Equity or Gartmore, respectively, or other subsidiaries of Bank of America Corporation. (a) BAAI performs investment advisory services for the Registrant and certain other customers. BAAI is a wholly-owned subsidiary of Bank of America, which in turn is a wholly-owned banking subsidiary of Bank of America Corporation. Information with respect to each director and officer of the investment adviser is incorporated by reference to Form ADV filed by BAAI with the SEC pursuant to the Investment Advisers Act of 1940, as amended (the "Advisers Act") (file no. 801-49874). (b) BACAP performs investment sub-advisory services for the Registrant and certain other customers. BACAP is a wholly-owned subsidiary of Bank of America Corporation. Information with respect to each director and officer of the investment sub-adviser is incorporated by reference to Form ADV filed by BACAP (formerly TradeStreet Investment Associates, Inc.) with the SEC pursuant to the Advisers Act (file no. 801-50372). (d) Chicago Equity performs investment sub-advisory services for the Registrant and certain other customers. Chicago Equity is owned by its senior management. Information with respect to each director and officer of the investment sub-adviser is incorporated by reference to Form ADV filed by Chicago Equity with the SEC pursuant to the Advisers Act (file no. 801-55997). (e) Gartmore performs investment sub-advisory services for the Registrant and certain other customers. Gartmore is a general partnership which is an indirect wholly-owned subsidiary of Nationwide Mutual Insurance Company. Information with respect to each director and officer of the investment sub-adviser is incorporated by reference to Form ADV filed by Gartmore with the SEC pursuant to the Advisers Act (file no. 801-48811). ITEM 27. Principal Underwriters (a) Stephens, distributor for the Registrant, does not presently act as investment adviser for any other registered investment companies, but does act as distributor for Nations Fund Trust, Nations Fund, Inc., Nations LifeGoal Funds, Inc., Nations Annuity Trust, Nations Funds Trust, Wells Fargo Trust, Wells Fargo Variable Trust, and is the exclusive placement agent for Master Investment Trust, Managed Series Investment Trust, Wells Fargo Core Trust, Nations Master Investment Trust and Master Investment Portfolio, all of which are registered open-end management investment companies, and has acted as principal underwriter for the Liberty Term Trust, Inc., Nations Government Income Term Trust 2003, Inc., Nations Government Income Term Trust 2004, Inc. and the Managed Balanced Target Maturity Fund, Inc., closed-end management investment companies. C-9 (b) Information with respect to each director and officer of the principal underwriter is incorporated by reference to Form ADV filed by Stephens with the SEC pursuant to the 1940 Act (file No. 501-15510). (c) Not applicable. ITEM 28. Location of Accounts and Records (1) BAAI, One Bank of America Plaza, Charlotte, NC 28255 (records relating to its function as investment adviser and co-administrator). (2) BACAP, One Bank of America Plaza, Charlotte, NC 28255 (records relating to its function as investment sub-adviser). (3) Chicago Equity, 180 North LaSalle, Chicago, IL 60601 (records relating to its function as investment sub-adviser). (4) Gartmore, Gartmore House, 8 Fenchurch Place, London EC3M 4PH, England (records relating to its function as investment sub-adviser). (5) Stephens, 111 Center Street, Little Rock, AR 72201 (records relating to its function as distributor and co-administrator). (6) PFPC, 400 Bellevue Parkway, Wilmington, DE 19809 (records relating to its function as transfer agent). (7) BNY, 100 Church Street, New York, NY 10286 (records relating to its function as custodian and sub-administrator). (8) Bank of America, One Bank of America Plaza, Charlotte, NC 28255 (records relating to its function as sub-transfer agent). ITEM 29. Management Services Not Applicable ITEM 30. Undertakings Not Applicable C-10 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas on the 11th day of January, 2001. NATIONS RESERVES By: * ----------------------------- A. Max Walker President and Chairman of the Board of Trustees By: /s/ Richard H. Blank, Jr. ------------------------- Richard H. Blank, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
SIGNATURES TITLE DATE ---------- ----- ---- * President and Chairman January 11, 2001 ----------------------------------- of the Board of Trustees (A. Max Walker) Principal Executive Officer) /s/ Richard H. Blank, Jr. Treasurer January 11, 2001 - ------------------------- and Secretary (Richard H. Blank, Jr.) (Principal Financial and Accounting Officer) * Trustee January 11, 2001 - ----------------------------------- (Edmund L. Benson, III) * Trustee January 11, 2001 - ----------------------------------- (James Ermer) * Trustee January 11, 2001 - ----------------------------------- (William H. Grigg) * Trustee January 11, 2001 - ----------------------------------- (Thomas F. Keller) * Trustee January 11, 2001 - ----------------------------------- (Carl E. Mundy, Jr.) * Trustee January 11, 2001 - ----------------------------------- (Cornelius J. Pings) * Trustee January 11, 2001 - ----------------------------------- (Charles B. Walker) * Trustee January 11, 2001 - ----------------------------------- (Thomas S. Word) * Trustee January 11, 2001 - ----------------------------------- (James P. Sommers) /s/ Richard H. Blank, Jr. - -------------------------- Richard H. Blank, Jr. *Attorney-in-Fact
NATIONS RESERVES EXHIBIT INDEX
Exhibit Number Description - ------- ------------ EX-99.23(a)(6) Classification of Shares dated March 15, 2000 EX-99.23(a)(7) Classification of Shares dated August 23, 2000 EX-99.23(d)(3) Sub-Advisory Agreement with BAAI and Chicago Equity Partners LLC EX-99.23(h)(14) Transfer Agency and Services Agreement EX-99.23(h)(16) Sub-Transfer Agency and Services Agreement EX-99.23(h)(17) Amendment No. 1 to the Sub-Transfer Agency and Services Agreement EX-99.23(h)(18) Amendment No. 2 to the Sub-Transfer Agency and Services Agreement EX-99.23(p)(1) Nations Funds Family Code of Ethics EX-99.23(p)(2) BAAI Code of Ethics EX-99.23(p)(3) BACAP Code of Ethics EX-99.23(p)(4) Chicago Equity Code of Ethics EX-99.23(p)(5) Gartmore Code of Ethics EX-99.23(p)(6) Stephens Code of Ethics
EX-99.23(A)(6) 2 0002.txt CLASSIFICATION OF SHARES NATIONS RESERVES (A Massachusetts Business Trust) CERTIFICATE: CLASSIFICATION OF SHARES The undersigned, Secretary of Nations Reserves ("Reserves"), hereby certifies that the Board of Trustees of Reserves duly adopted the following votes at a meeting held on December 9, 1999: VOTED, that the name of Nations Capital Income Fund be, and it hereby is, changed to "Nations Convertible Securities Fund;" FURTHER VOTED, that the changes contemplated by the foregoing votes shall become effective on such date as the Officers of Reserves, with advice of counsel, deem appropriate; and FURTHER VOTED, that the Officers of Reserves be, and each hereby is, authorized and directed to take such actions as that Officer, with advice of counsel, deems necessary or advisable to effectuate the foregoing votes, including, but not limited to, preparing, executing and filing a Certificate of Classification of Shares and/or an Amendment to the Declaration of Trust with the Commonwealth of Massachusetts and the Clerk of the City of Boston reflecting the change in name of Nations Capital Income Fund to Nations Convertible Securities Fund. The foregoing resolutions remain in full force and effect as of the date hereof. Date: March 15, 2000 /s/ Richard H. Blank, Jr. ------------------------- Richard H. Blank, Jr. Secretary Subscribed and sworn to before me this 14th day of March, 2000. /s/ Joy L. Perry - ------------------------ Notary Public EX-99.23(A)(7) 3 0003.txt CLASSIFICATION OF SHARES NATIONS RESERVES (A Massachusetts Business Trust) CERTIFICATE: CLASSIFICATION OF SHARES The undersigned, Secretary of Nations Reserves ("Reserves"), hereby certifies that the Board of Trustees of Reserves duly adopted the following resolutions at a meeting held on August 23, 2000: WHEREAS, the Trustees of Reserves approved a Multi-Class Plan pursuant to Rule 18f-3 under the 1940 Act on April 12, 1995, as amended (the "Multi-Class Plan"), which describes the terms of Reserves' multiple class share distribution system; and WHEREAS, it has been recommended that Reserves establish one new class of shares, designated as the Institutional Shares of the Money Market Funds of Reserves; NOW THEREFORE BE IT: RESOLVED, that pursuant to Article III, Section 1 of Reserves' Agreement and Declaration of Trust, an unlimited number of authorized, unissued shares be, and they hereby are, allocated to the Money Market Funds of Reserves and divided into and classified as a separate class of each Fund as follows: (i) Nations Cash Reserves -- Institutional Shares; (ii) Nations Money Market Reserves -- Institutional Shares; (iii) Nations Treasury Reserves -- Institutional Shares; (iv) Nations Government Reserves -- Institutional Shares; (v) Nations Municipal Reserves -- Institutional Shares; and (vi) Nations California Tax Exempt Reserves -- Institutional Shares; FURTHER RESOLVED, that the Board of Trustees of Reserves, including a majority of the Trustees who are not interested persons of the Trust, hereby find that the amendments to the Multi-Class Plan for Reserves, in substantially the form presented at this meeting, including the method contained herein for allocating expenses among the classes in a single Fund, are in the best interests of each class of shares of each Fund of Reserves individually and Reserves as a whole; FURTHER RESOLVED, that the amendments to the Multi-Class Plan for Reserves, in substantially the form presented at this meeting, be, and they hereby are, ratified and approved by the Board of Trustees, including a majority of the Trustees who are not interested persons of Reserves; and FURTHER RESOLVED, that consideration received by Reserves for the issue or sale of the Institutional Shares of the Money Market Funds of Reserves shall be invested and reinvested with the consideration received by Reserves for the issue and sale of all of the Funds' other classes (individually a "Class" and collectively the "Classes"), together with all income, earnings, profits and proceeds thereof, including the proceeds derived from the sale, exchange or liquidation thereof, any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, and any general assets of Reserves allocated to the Money Market Funds of Reserves by the Board of Trustees in accordance with Reserves' Agreement and Declaration of Trust, and each share of any Class of the Funds (individually, a "Share" and collectively, the "Shares") shall share equally with each share of all the Classes of such Fund of Reserves in such consideration and other assets, income, earnings, profits and proceeds thereof; and FURTHER RESOLVED, that the Officers of Reserves be, and each hereby is, authorized and directed to take all such actions as and when the officers taking such action, in consultation with Reserves' counsel, deem necessary or appropriate to effect establishment of the new series, including, but not limited to, executing, sealing, delivering and filing the Certificate of Classification of Shares, and any and all other documents, instruments, papers and writings as he or she may deem necessary or appropriate to perform and carry out the preceding resolutions, such determination to be conclusively evidenced by such acts. The foregoing resolutions remain in full force and effect as of the date hereof. Dated: August 23, 2000 /s/ Richard H. Blank, Jr. ---------------------------- Richard H. Blank, Jr. Secretary and Treasurer Subscribed and sworn to before me this 12th day of September, 2000 /s/ Laura A. Brown - -------------------------------------------------- Name: Laura A. Brown Notary Public Commission Expires: 04/04/06 EX-99.23(D)(3) 4 0004.txt SUB-ADVISORY AGREEMENT INVESTMENT SUB-ADVISORY AGREEMENT NATIONS RESERVES THIS AGREEMENT is made as of September 15, 2000, by and between BANC OF AMERICA ADVISORS, INC., a North Carolina corporation (the "Adviser"), CHICAGO EQUITY PARTNERS LLC, a Delaware corporation (the "Sub-Adviser"), and NATIONS RESERVES, a Massachusetts business trust (the "Trust"), on behalf of those series of the Trust now or hereafter identified on Schedule I (each a "Fund" and collectively, the "Funds"). WHEREAS, the Trust is registered with the Securities and Exchange Commission (the "Commission") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Adviser is registered with the Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"); WHEREAS, the Sub-Adviser is also registered with the Commission as an investment adviser under the Advisers Act; WHEREAS, the Adviser and the Trust have entered into an investment advisory agreement (the "Investment Advisory Agreement"), pursuant to which the Adviser manages the investment operations of each Fund and may delegate certain duties of the Adviser to one or more investment sub-adviser(s); and WHEREAS, the Adviser, with the approval of the Board of Trustees of the Trust (the "Board"), including a majority of the Trustees who are not "interested persons" (defined herein) of any party to this Agreement, desires to delegate to the Sub-Adviser the duty to manage the portfolio investments of the Funds; NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. Appointment of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser and the Sub-Adviser hereby agrees to manage the portfolio investments of each Fund subject to the terms of this Agreement and subject to the supervision of the Adviser and the Board. 2. Services of Sub-Adviser. The Sub-Adviser shall perform all services necessary for the management of the portfolio investments of each Fund, including but not limited to: (a) Managing the investment and reinvestment of all assets, now or hereafter acquired by each Fund, including determining what securities and other investments are to be purchased or sold for each Fund and executing transactions accordingly, provided, however, that with respect to Nations Asset Allocation Fund, the Sub-Adviser will manage such Fund's equity investments, as a percentage of such Fund as may be determined from time-to-time by Banc of America Capital Management, Inc.; -1- (b) Transmitting trades to each Fund's custodian for settlement in accordance with each Fund's procedures and as may be directed by the Trust; (c) Assisting in the preparation of all shareholder communications, including shareholder reports, and participating in shareholder relations; (d) Making recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to each Fund's portfolio securities shall be exercised; (e) Making recommendations to the Adviser and the Board with respect to Fund investment policies and procedures, and carrying out such investment policies and procedures as are approved by the Board or by the Adviser under authority delegated by the Board to the Adviser; (f) Supplying reports, evaluations, analyses, statistical data and information to the Adviser, the Board or to the Funds' officers and other service providers as the Adviser or the Board may reasonably request from time to time or as may be necessary or appropriate for the operation of the Trust as an open-end investment company or as necessary to comply with Section 3(a) of this Agreement; (g) Maintaining all required books and records with respect to the investment decisions and securities transactions for each Fund; (h) Furnishing any and all other services, subject to review by the Board, that the Adviser from time to time determines to be necessary or useful to perform its obligations under the Investment Advisory Agreement or as the Board may reasonably request from time-to-time. 3. Responsibilities of Sub-Adviser. In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it will: (a) Comply with all applicable law, including but not limited to the 1940 Act and the Advisers Act, the rules and regulations of the Commission thereunder, and the conditions of any order affecting the Trust or a Fund issued thereunder; (b) Use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (c) Not make loans to any person for the purpose of purchasing or carrying Fund shares; (d) Place, or arrange for the placement of, all orders pursuant to its investment determinations for the Funds either directly with the issuer or with any broker or dealer (including any affiliated broker or dealer). In executing -2- portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider whether such broker or dealer furnishes research and other information or services to the Sub-Adviser; and (e) Adhere to the investment objective, strategies and policies and procedures of the Trust adopted on behalf of each Fund. 4. Confidentiality of Information. Each party agrees that it will treat confidentially all information provided by another party regarding such other party's business and operations, including without limitation the investment activities or holdings of a Fund. All confidential information provided by a party hereto shall not be disclosed to any unaffiliated third party without the prior consent of the providing party. The foregoing shall not apply to any information that is public when provided or thereafter becomes public or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. 5. Services Not Exclusive. The services furnished by the Sub-Adviser hereunder are deemed not to be exclusive, and the Sub-Adviser shall be free to furnish similar services to others so long as its provision of services under this Agreement is not impaired thereby. To the extent that the purchase or sale of securities or other investments of the same issuer may be deemed by the Sub-Adviser to be suitable for two or more accounts managed by the Sub-Adviser, the available securities or investments may be allocated in a manner believed by the Sub-Adviser to be equitable to each account. It is recognized that in some cases this procedure may adversely affect the price paid or received by a Fund or the size of the position obtainable for or disposed of by a Fund. 6. Delivery of Documents. The Trust will provide the Sub-Adviser with copies, properly certified or authenticated, of each of the following: (a) the Trust's Certificate of Trust, as filed with the Secretary of State of Massachusetts, and Declaration of Trust (such Declaration of Trust, as presently in effect and as from time-to-time amended, is herein called the "Declaration of Trust"); (b) the Trust's Bylaws, if any; -3- (c) the most recent prospectus(es) and statement(s) of additional information relating to each Fund (such prospectus(es) together with the related statement(s) of additional information, as presently in effect and all amendments and supplements thereto, are herein called the "Prospectus"); and (d) any and all applicable policies and procedures approved by the Board. The Trust will promptly furnish the Sub-Adviser with copies of any and all amendments of or additions or supplements to the foregoing. 7. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for each Fund under this Agreement are the property of the Trust and further agrees to surrender promptly to the Trust or the Adviser any of such records upon request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. 8. Expenses of the Funds. Except to the extent expressly assumed by the Sub-Adviser and except to any extent required by law to be paid or reimbursed by the Sub-Adviser, the Sub-Adviser shall have no duty to pay any ordinary operating expenses incurred in the organization and operation of the Funds. Ordinary operating expenses include, but are not limited to, brokerage commissions and other transaction charges, taxes, legal, auditing, printing, or governmental fees, other Fund service providers' fees and expenses, expenses of issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to Board and shareholder meetings, and the cost of preparing and distributing reports and notices to shareholders. The Sub-Adviser shall pay all other expenses incurred by it in connection with its services under this Agreement. 9. Compensation. Except as otherwise provided herein, for the services provided to each Fund and the expenses assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as full compensation therefor a fee determined in accordance with Schedule I attached hereto. It is understood that the Adviser shall be solely responsible for compensating the Sub-Adviser for performing any of the duties delegated to the Sub-Adviser and the Sub-Adviser agrees that it shall have no claim against the Trust or any Fund with respect to compensation under this Agreement. To the extent that the advisory fee that the Trust would be obligated to pay to the Adviser with respect to a Fund pursuant to the Investment Advisory Agreement is reduced or reimbursed, the fee that the Sub-Adviser would otherwise receive pursuant to this Agreement shall be reduced or reimbursed proportionately. 10. Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser or the Trust in connection with the performance of its duties under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services, from willful misfeasance, bad faith or negligence on the part of the Sub-Adviser or any of its officers, directors, employees or agents, in connection with the performance of their duties -4- under this Agreement, from reckless disregard by it or its officers, directors, employees or agents of any of their obligations and duties under this Agreement, or from any violations of securities laws, rules, regulations, statutes and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, employees or agents. 11. Indemnification. The Sub-Adviser shall indemnify and hold harmless the Funds and the Adviser from and against any and all direct or indirect claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) resulting from a breach of fiduciary duty with respect to the receipt of compensation for services, from willful misfeasance, bad faith or negligence on the part of the Sub-Adviser or any of its officers, directors, employees or agents, in connection with the performance of their duties under this Agreement, from reckless disregard by it or its officers, directors, employees or agents of any of their obligations and duties under this Agreement, or resulting from any violations of securities laws, rules, regulations, statutes and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, employees or agents; provided, however, that the Sub-Adviser shall not be required to indemnify or otherwise hold the Funds or the Adviser harmless under this Section 11 where the claim against, or the loss, liability or damage experienced by the Funds or the Adviser, is caused by or is otherwise directly related to the Funds' or the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard by the Funds or the Adviser of their duties under this Agreement. 12. Term and Approval. This Agreement will become effective as of the date set forth herein above, and shall continue in effect until the second anniversary of its effective date. This Agreement will become effective with respect to each additional Fund as of the date set forth on Schedule I when each such Fund is added thereto. The Agreement shall continue in effect for a Fund after the second anniversary of the effective date for successive annual periods ending on each anniversary of such date, provided that the continuation of the Agreement is specifically approved for the Fund at least annually: (a)(i) by the Board or (ii) by the vote of "a majority of the outstanding voting securities" of the Fund (as defined in Section 2(a)(42) of the 1940 Act); and (b) by the affirmative vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose. 13. Termination. This Agreement may be terminated without payment of any penalty at any time by: (a) the Trust with respect to a Fund, by vote of the Board or by vote of a majority of a Fund's outstanding voting securities, upon sixty (60) days' written notice to the other parties to this Agreement; or (b) the Adviser or the Sub-Adviser with respect to a Fund, upon sixty (60) days' written notice to the other parties to this Agreement. -5- Any party entitled to notice may waive the notice provided for herein. This Agreement shall automatically terminate in the event of its assignment, unless an order is issued by the Commission conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the 1940 Act, in which event this Agreement shall remain in full force and effect subject to the terms of such order. For the purposes of this paragraph, the definitions contained in Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act shall apply. 14. Code of Ethics. The Sub-Adviser represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser or the Trust with a copy of such code, any amendments or supplements thereto and its policies and/or procedures implemented to ensure compliance therewith. 15. Insurance. The Sub-Adviser shall maintain for the term of this Agreement and provide evidence thereof to the Trust or the Adviser a blanket bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to Adviser. 16. Representations and Warranties. Each party to this Agreement represents and warrants that the execution, delivery and performance of its obligations under this Agreement are within its powers, have been duly authorized by all necessary actions and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms. The Sub-Adviser further represents and warrants that it is duly registered as an investment adviser under the Advisers Act. 17. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 18. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice. Until further notice, it is agreed that the address of the Trust shall be c/o Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, Attention: Secretary, that of the Adviser shall be One Bank of America Plaza, 33rd Floor, 101 South Tryon Street, Charlotte, North Carolina 28255, Attention: President and that of the Sub-Adviser shall be 231 South LaSalle, Chicago, Illinois 60697, Attention: Peter C. Williams, Compliance Director. The Sub-Adviser agrees to promptly notify the Adviser and the Trust in writing of the occurrence of any event which could have a material impact on the performance of its duties under this Agreement, including but not limited to (i) the occurrence of any event which could disqualify the Sub-Adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (ii) any material change in the Sub-Adviser's business activities; (iii) any event that would constitute a change in control of the Sub-Adviser; (iv) any change in the portfolio manager or portfolio management team of a Fund; (v) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) relating to any Fund; and (vi) any material violation of the Sub-Adviser's code of ethics. 19. Release. The names "Nations Reserves" and "Trustees of Nations Reserves" refer respectively to the Trust created by the Declaration of Trust and the Trustees as Trustees but not individually or personally. All parties hereto acknowledge and agree that any and all -6- liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer or shareholder shall be personally liable for any such liabilities. All persons dealing with any Fund of the Trust must look solely to the property belonging to such Fund for the enforcement of any claims against the Trust. 20. Miscellaneous. This Agreement contains the entire understanding of the parties hereto. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 21. Governing Law. This Agreement shall be governed by, and construed in accordance with, Delaware law and the federal securities laws, including the 1940 Act and the Advisers Act. 22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 23. Use of the Name "Nations Funds". The Sub-Adviser agrees that it will not use the name "Nations Funds", any derivative thereof, or the name of the Adviser, the Trust or any Fund except in accordance with such policies and procedures as may be mutually agreed to in writing. -7- IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. NATIONS RESERVES on behalf of the Funds By: /s/ A. Max Walker ----------------------------------------- A. Max Walker President and Chairman of the Board of Trustees BANC OF AMERICA ADVISORS, INC. By: /s/ Robert H. Gordon --------------------------------------- Robert H. Gordon President CHICAGO EQUITY PARTNERS LLC By: /s/ James D. Miller ---------------------------------------- James D. Miller President -8- SCHEDULE I The Adviser shall pay the Sub-Adviser as, full compensation for services provided and expenses assumed hereunder, a sub-advisory fee for each Fund, computed daily and payable monthly at the annual rates listed below as a percentage of the average daily net assets of the Fund under the Sub-Adviser's management:
Rate of Fund Compensation Effective Date ------- ------------- ----------------- Nations Asset Allocation Fund (equity portion) 0.25% 9/15/00
Approved: March 2, 2000 -9- EX-99.23(H)(14) 5 0005.txt TRANSFER AGENCY & SERVICE AGREEMENT TRANSFER AGENCY AND SERVICES AGREEMENT (With Facilities Management Arrangement) THIS AGREEMENT, dated as of this first day of June, 1995 between NATIONS FUND, INC., a Maryland corporation, NATIONS FUND TRUST, a Massachusetts business trust, THE CAPITOL MUTUAL FUNDS, a Massachusetts business trust, NATIONS FUND PORTFOLIOS, INC., a Maryland corporation, and each other investment company which may become a party hereto pursuant to the terms of this Agreement (individually a "Fund", and collectively, the "Funds"), each with its principal place of business at 111 Center Street, Little Rock, Arkansas 72201 and additional offices at 101 South Tryon Street, Charlotte, North Carolina 28255, and THE SHAREHOLDER SERVICES GROUP, INC. (the "Transfer Agent"), a Massachusetts corporation with principal offices at One Exchange Place, 53 State Street, Boston, Massachusetts 02109. WITNESSETH ---------- WHEREAS, each Fund desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent and agent in connection with certain other activities and the Transfer Agent desires to accept such appointment; WHEREAS, each Fund may authorize the issuance of Shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets ("Portfolio"); WHEREAS, each Fund and each Portfolio of a Fund subject to this Agreement, including any investment company or Portfolio as may be added to this Agreement pursuant to Section 17, shall be identified in the attached Schedule G; and WHEREAS, the Transfer Agent and NationsBank, N.A. (Carolinas) ("NationsBank") have entered into a Facilities Management Agreement ("Facilities Agreement") dated June 1, 1995 pursuant to which the Transfer Agent has established a servicing and processing center to provide transfer agent services on behalf of the Funds in Charlotte, North Carolina (the "Charlotte Facility"). NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the Funds and the Transfer Agent 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 a Fund as the same may be amended from time to time. (b) "Authorized Person" of a Fund shall be deemed to include (i) any authorized officer of the Fund; (ii) the members of the Joint Operations Board (as hereinafter defined); or (iii) 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" of a Fund 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" of a Fund 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) "Joint Operations Board" shall mean the joint board comprised of one senior representative from the Transfer Agent, one individual designated by the Funds jointly to represent their respective interests and the most senior Transfer Agent manager of the Charlotte Facility. (g) "1940 Act" shall mean the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, all as amended from time to time. (h) "Oral Instructions" shall mean instructions, other than Written Instructions, actually received by the Transfer Agent from a person reasonably believed by the Transfer Agent to be an Authorized Person; (i) "Prospectus" of a Fund shall mean collectively the most recently dated Fund Prospectuses and Statements of Additional Information, including any supplements thereto, if any, with respect to each Portfolio of the Fund which have become effective under the Securities Act of 1933 and the 1940 Act. (j) "Shares" of a Fund refers collectively to such shares of capital stock or beneficial interest, as the case may be, or class thereof, of the Fund as may be issued from time to time. (k) "Shareholder" shall mean a record owner of Shares. (l) "Written Instructions" shall mean a written communication signed by a person reasonably believed by the Transfer Agent 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. 2 Article 2 Appointment of the Transfer Agent 2.1 Each Fund hereby appoints and constitutes the Transfer Agent as transfer agent and dividend disbursing agent for Shares of the Fund and the Transfer Agent hereby accepts such appointments and agrees to perform the duties hereinafter set forth. Article 3 Duties of the Transfer Agent 3.1 The Transfer Agent shall be responsible for: (a) Administering and performing the customary services of a transfer agent; agent in connection with dividend and distribution functions; and agent in connection with shareholder account and administrative 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 the Transfer Agent annexed hereto as Schedule A and incorporated herein, and in accordance with the terms of each Fund's Prospectus, applicable law and the procedures established from time to time between the Transfer Agent and the Funds. (b) Recording the issuance of Shares and maintaining pursuant to Commission Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by each Fund, and issued and outstanding. The Transfer Agent shall provide each Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the legality or validity of the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund. (c) Notwithstanding any of the foregoing provisions of this Agreement, 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. 3.2 In addition, each Fund shall verify the establishment of shares or share transactions for each State prior to activation on the Transfer Agent's system and thereafter monitor the daily activity of shares for each State based upon daily transactions recorded by the Transfer Agent and transmitted to the Fund or its designated agent. The responsibility of the Transfer Agent for a Fund's blue sky State registration status is solely limited to the initial establishment of shares or share transactions subject to blue sky compliance by the Fund and the reporting of such transactions to the Fund as provided above. 3 3.3 In addition to the duties set forth herein, the Transfer Agent shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Funds and the Transfer Agent. Article 4 Duties of the Joint Operations Board 4.1 The Joint Operations Board will be responsible for the following with respect to the services to be performed by the Transfer Agent under this Agreement (the "Services"): (a) General oversight of the provision of Services by the Transfer Agent, including, but not limited to, the creation and quarterly review of quality standards governing the Services pursuant to Article 5 hereof, the establishment of strategic and/or operational goals with respect to the Services to be provided at the Charlotte Facility, and addressing such issues and concerns that may arise from time to time amongst the Funds and the Transfer Agent under this Agreement. (b) Review and approval of, from a technical feasibility standpoint, imaging and other new technologies proposed to be used by the Transfer Agent in performing the Services at the Charlotte facility. (c) Review and approval of the Charlotte Facility budget and expense statements, including those costs for which compensation is sought by the Transfer Agent pursuant to Article 8 hereof. (d) Review of those costs incurred by the Transfer Agent, other than in connection with the Charlotte Facility, for which compensation is sought by the Transfer Agent pursuant to Article 8 hereof. 4.2 With respect to matters described in Section 4.1 above, the decision of the Funds' representative on the Joint Operations Board shall control. 4.3 On a monthly basis, the Transfer Agent shall provide to the Joint Operations Board a statement of the internal and external costs incurred by the Transfer Agent in connection with the provision of Services for which the Transfer Agent will seek reimbursement under Article 8 hereof. Article 5 Quality Standards 5.1 The quality of service provided by the Transfer Agent hereunder shall be maintained at or above the levels set forth in Schedule B hereto. Such quality standards shall govern the Services provided by the Transfer Agent until a new set of quality standards is established pursuant to Section 5.2 hereof. 5.2 As soon as practicable after the first ninety (90) days of operation of the Charlotte Facility, the Joint Operations Board shall establish a new set of quality standards reasonably acceptable to the Funds and the Transfer Agent. 4 5.3 The Joint Operations Board shall review and update, if necessary, the quality standards on a semi-annual basis. 5.4 If, at any time during the term of this Agreement, 20% or more of the then-current quality standards (e.g., 2 or more out of 10 standards) are not met by the Transfer Agent during any month (as evidenced by monthly reports), the Funds shall promptly notify the Transfer Agent in writing of such failure and the details relating to such failure. If, any of the failed quality standards are not met by the Transfer Agent during the three month period commencing thirty (30) days after the Transfer Agent receives such notice, the Funds shall have the right to terminate this Agreement on thirty (30) days notice. 5.5 Notwithstanding the foregoing, the Funds shall not have the right to terminate this Agreement based on the failure by the Transfer Agent to have satisfied a quality standard if such failure was caused directly by the negative vote of the Funds' representative on the Joint Operations Board with respect to a commercially reasonable funding request of the Transfer Agent for the Charlotte Facility. Article 6 Recordkeeping and Other Information 6.1 The Transfer Agent shall create and maintain all records required of it pursuant to its duties hereunder and as set forth in Schedule A 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 Funds. Where applicable, such records shall be maintained by the Transfer Agent for the periods and in the places required by Rule 31a-2 under the 1940 Act. 6.2 To the extent required by Section 31 of the 1940 Act, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the Services are the property of the relevant Fund and will be preserved, maintained and made available in accordance with such section, and will be surrendered promptly to such Fund on and in accordance with the Fund's request. 6.3 In case of any requests or demands for the inspection of Shareholder records of a Fund, the Transfer Agent will endeavor to notify the Fund of such request and secure Written Instructions as to the handling of such request. The Transfer Agent reserves the right, upon prior notice to the Fund, 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. 6.4 Upon reasonable notice by a Fund, the Transfer Agent 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 the Fund, or any person retained by the Fund as may be necessary for the Fund to evaluate the quality of the Services performed by the Transfer Agent pursuant hereto. 5 Article 7 Fund Instructions 7.1 The Transfer Agent will have no liability when acting for a Fund in accordance with Written or Oral Instructions believed to have been executed or orally communicated by an Authorized Person of the Fund and will not be held to have any notice of any change of authority of any person until receipt of a Written Instruction thereof from the Fund. The Transfer Agent will also have no liability when processing Share certificates for a Fund 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. 7.2 The Transfer Agent may request Written Instructions from a Fund and may seek advice from legal counsel for the Fund with prior notice to the Fund, 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 Fund or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Fund within a reasonable period of time. 7.3 The Transfer Agent, its officers, agents or employees, shall accept Oral Instructions or Written Instructions given to them with respect to a Fund by any person representing or acting on behalf of the Fund only if said representative is an Authorized Person of the Fund. The Funds agree that all Oral Instructions shall be followed within one business day by confirming Written Instructions, and that the Funds' failure to so confirm shall not impair in any respect the Transfer Agent's right to reply on Oral Instructions. Article 8 Compensation 8.1 The Funds shall reimburse the Transfer Agent for all the Transfer Agent's "Costs" incurred in connection with the provision of Services as set forth in the written Schedule of Costs annexed hereto as Schedule C and incorporated herein and in addition the Funds shall compensate the Transfer Agent for the following amounts (the "Margin"); (a) During the first 36 months of the Initial Term (as defined below), an amount equal to 15% of such Costs during each month. (b) During the last 24 months of the Initial Term and during each Renewal Term (as defined below), an amount equal to 12.5% of such Costs during each month. 8.2 Notwithstanding the foregoing, the charges incurred by the Transfer Agent under the Facilities Agreement with NationsBank and such other expenses set forth in the written schedule of Non-Margin Expenses annexed hereto as Schedule D shall not be included as Costs in connection with the calculation of the Margin amounts set forth in Subsections 8.1(a) and (b). 6 8.3 In addition to the Costs and Margin described above, the Fund shall reimburse the Transfer Agent, and will be billed separately for, those out-of-pocket expenses incurred by the Transfer Agent in the performance of its duties hereunder as specified in the written schedule of out-of-pocket expenses annexed hereto as Schedule E and incorporated herein. 8.4 The Funds agree to pay all fees and out-of-pocket expenses within thirty (30) days following the receipt of the respective invoice. The Funds shall not be obligated to pay amounts that are reasonably in dispute until such dispute is resolved. Article 9 Documents 9.1 In connection with the appointment of the Transfer Agent, each Fund shall, on or before the date this Agreement goes into effect, but in any case within a reasonable period of time for the Transfer Agent to prepare to perform its duties hereunder, deliver or cause to be delivered to the Transfer Agent the documents set forth in the written schedule of Fund Documents annexed hereto as Schedule F. Article 10 Transfer Agent System 10.1 The Transfer Agent shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Transfer Agent in connection with the services provided by the Transfer Agent to the Fund herein (the "Transfer Agent System"). 10.2 The Transfer Agent hereby grants to each Fund a limited license to the Transfer Agent System for the sole and limited purpose of having the Transfer Agent provide the services contemplated hereunder and nothing contained in this Agreement shall be construed or interpreted otherwise and such license shall immediately terminate upon the termination of this Agreement. 10.3 The Transfer Agent agrees to provide the Funds with full access to the Transfer Agent System and all enhancements thereto to the same extent that such is made available to other Transfer Agent clients. 10.4 In the event the Funds desire the Transfer Agent to develop any enhancements for the Transfer Agent System, the parties shall agree on the staffing requirements which will be subject to the approval of the Joint Operations Board. 10.5 In the event the Funds request an enhancement to the Transfer Agent System which is estimated to require 5,000 programming hours or more ("Enhancement Project") and the Funds agree to assume the cost of such Enhancement Project, the Funds and the Transfer Agent shall agree in writing on any restrictions imposed on the Transfer Agent with respect to the use of such enhancement prior to commencement of the Enhancement Project. 7 10.6 Each Fund reserves the right to review and examine "imaging" and significant other technological developments to be implemented with the Transfer Agent System from a technical feasibility standpoint. Article 11 Representations and Warranties of the Transfer Agent 11.1 The Transfer Agent represents and warrants to each Fund that: (a) It is a corporation duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts; (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; (d) It is duly registered with the appropriate regulatory agencies 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 12 Representations and Warranties of the Funds 12.1 Each Fund represents and warrants to the Transfer Agent 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 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; (d) A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective, and all appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale; (e) All outstanding Shares are validly issued, fully paid and non-assessable and that, when Shares are hereafter issued in accordance with the terms of the Fund's Articles of Incorporation and its Prospectus, such Shares shall be validly issued, fully paid and non-assessable. 8 Article 13 Indemnification 13.1 The Transfer Agent shall not be responsible for and each Fund 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 (a "Claim") arising out of or attributable to any of the following: (a) Any actions of the Transfer Agent required to be taken pursuant to this Agreement for the Fund unless such Claim resulted from a negligent act or failure to act or bad faith by the Transfer Agent in the performance of its duties hereunder. (b) The Transfer Agent'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 the Transfer Agent from the Fund, or any authorized third party acting on behalf of the Fund, including but not limited to the prior transfer agent for the Fund, in the performance of the Transfer Agent's duties and obligations hereunder. (c) The reliance on, or the implementation of, any Written or Oral Instructions or any other instructions or requests of the Fund which are deemed to be provided by an Authorized Person of the Fund. (d) The offer or sales 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 respect to the offer or sale of such Shares in such state. (e) The Fund's refusal or failure to comply with the terms of this Agreement, or any Claim which arises out of the Fund's negligence or misconduct or the breach of any representation or warranty of the Fund made herein. 13.2 In any case in which a Fund may be asked to indemnify or hold the Transfer Agent harmless, the Transfer Agent will notify the Fund promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Fund although the failure to do so shall not prevent recovery by the Transfer Agent, unless the Fund is actually prejudiced thereby, and the Transfer Agent shall keep the Fund advised with respect to all developments concerning such situation. The Fund shall have the option to defend the Transfer Agent against any Claim which may be the subject of this indemnification, and, in the event that the Fund so elects, such defense shall be conducted by counsel chosen by the Fund and satisfactory to the Transfer Agent, and thereupon the Fund shall take over complete defense of the Claim and the Transfer Agent shall sustain no further legal or other expenses in respect of such Claim. The Transfer Agent will not confess any Claim or make any compromise in 9 any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Article shall survive the termination of this Agreement, so long as the Transfer Agent and the Fund act in good faith and are not negligent in their actions. Article 14 Standard of Care 14.1 The Transfer Agent 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 Funds unless said errors are caused by the Transfer Agent's own negligence, bad faith or willful misconduct or that of its employees. Article 15 Consequential Damages 15.1 In no event and under no circumstances shall either a Fund or the Transfer Agent be liable to another 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 16 Term and Termination 16.1 This Agreement shall be effective on the date first written above and shall continue for a period of sixty (60) months (the "Initial Term"), unless earlier terminated pursuant to the terms of this Agreement. Thereafter, this Agreement shall automatically be renewed for successive terms of twenty-four (24) months ("Renewal Terms") each, unless terminated pursuant to this Agreement. 16.2 The Funds or the Transfer Agent may terminate this Agreement at the end of the Initial Term or at the end of any subsequent Renewal Term upon not less than nine (9) months prior written notice to the other parties. 16.3 Upon a minimum of nine (9) months prior written notice from the Boards of Directors of the Funds, the Funds may terminate this Agreement at the end of the thirty-sixth (36th) or forty-eighth (48th) month of the Initial Term. 16.4 The Funds shall have the right to terminate this Agreement immediately upon the insolvency or bankruptcy of the Transfer Agent or the appointment of a receiver for the Transfer Agent, or with respect to any of its assets, or any change in the financial condition of the Transfer Agent which impedes the ability of the Transfer Agent to perform any of its obligations hereunder which is not cured by the Transfer Agent within thirty (30) days of such occurrence. The Funds shall have the right to seek to renegotiate this Agreement and, if such negotiations are not successful within a reasonable period of time, not to exceed ninety (90) days, to terminate this Agreement upon the transfer of ownership of a controlling interest in the Transfer Agent by or to any person other than a person who was an affiliate of the Transfer Agent or its parent company immediately before the transfer. 10 16.5 In the event that the total number of combined Shareholder accounts for the Funds and any other open-end investment companies affiliated with the Funds by reason of having a common investment adviser exceeds three times the 1994 Shareholder account base of 130,000 due to merger or acquisition activity involving the investment adviser or any affiliates of the adviser, the Funds shall have the right to terminate this Agreement upon nine (9) months prior written notice to the Transfer Agent. As used in this Article 16, "affiliates of the adviser" shall mean (i) a direct or indirect owner of 50% or more of the outstanding common stock of the adviser (a "parent") or (ii) any company or association whose outstanding common stock is at least 50% owned, directly or indirectly, by the adviser or by a parent. 16.6 In the event this Agreement is terminated by the Funds pursuant to Section 5.4, all expenses associated with the movement of records and materials to a successor transfer agent will be borne by the Transfer Agent. In the event of a termination pursuant to any other sections, all expenses associated with conversion will be borne by the Funds. The Transfer Agent shall cooperate with any such conversion to a successor transfer agent and shall use its best efforts to mitigate the costs associated with such transfer. 16.7 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 the Transfer Agent is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any other rights or remedies of the Transfer Agent with respect to services performed prior to such termination or rights of the Transfer Agent to be reimbursed for out-of-pocket expenses incurred prior to such termination. 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. The Defaulting Party shall not be released from any liability with respect to such services performed prior to such termination. 16.8 In the event of termination of this Agreement by the Funds pursuant to Sections 16.3 or 16.5: (a) Prior to the effective date of the termination, the Funds shall reimburse the Transfer Agent for all unamortized costs incurred by the Transfer Agent in establishing the Charlotte Facility. (b) Prior to the effective date of the termination, the Funds shall assume any and all obligations that the Transfer Agent may have to third parties arising out of or in connection with the Transfer Agent's operations at the Charlotte Facility and that the Transfer Agent is not able to terminate prior to the effective date of the termination of this Agreement. 11 (c) Prior to the effective date of the termination, the Funds shall pay the Transfer Agent an amount equal to 80% of the cumulative Margin (as defined in Section 8.1) paid by the Funds to the Transfer Agent for the twelve months preceding the notice of termination, unless the Funds' investment adviser or any affiliate of the adviser has acquired an entity providing comparable transfer agency services to those provided under this Agreement. (d) The Funds shall reimburse the Transfer Agent for all reasonable expenses (other than accrued vacation, sick or other leave) incurred by the Transfer Agent in connection with the termination of the Transfer Agent's employees located at the Charlotte Facility, or, at the option of the Funds, the transfer of such employees to another entity providing services to the Funds. The Transfer Agent shall be obligated to seek to minimize any such expenses to the extent commercially practicable. (e) The Transfer Agent shall transfer to the Funds all physical assets located at the Charlotte Facility. Article 17 Additional Portfolios and Funds 17.1 In the event that a Fund establishes one or more Portfolios in addition to those identified initially on Schedule G, with respect to which the Fund desires to have the Transfer Agent render services as transfer agent under the terms hereof, the Fund shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services (such agreement not to be withheld unreasonably), Schedule G shall be amended to include such additional Portfolios. 17.2 Subsequent to the effective date of this Agreement, one or more registered investment companies (a "New Fund") for which NationsBank or any of its affiliates acts as investment adviser may become a party to this Agreement upon execution of a written adoption agreement by such New Fund pursuant to which such New Fund agrees to be bound by the terms of this Agreement (an "Adoption Agreement"). Following the execution of an Adoption Agreement by a New Fund, such New Fund shall be deemed a Fund for all purposes of this Agreement and shall have all the rights, obligations and duties of a Fund under this Agreement. Article 18 Confidentiality 18.1 In connection with the services provided by the Transfer Agent hereunder, certain confidential and proprietary information regarding the Transfer Agent and the Fund may be disclosed to the other. In connection therewith, the parties agree as follows: (a) "Confidential Information" 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, 12 sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Transfer Agent or the Fund, their respective parent corporation, 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 the Transfer Agent or the Fund 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 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. 18.2 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 and agent who have a need-to-know in connection with the subject matter thereof; (b) advise those employees and agents who have access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Confidential Agreement; (c) take appropriate action by instruction or agreement with the employees and agents 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 confidential information or material; (e) use all of Discloser's Confidential Information solely for purposes for which the Confidential Information was conveyed; and (f) not disclose any of Discloser's Confidential Information, or information derived therefrom, to third parties. 13 18.3 Upon Discloser's request, Recipient shall surrender to Discloser all memoranda, notes, records, drawings, manuals, 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. 18.4 The obligations of confidentiality and restriction on use in this Article 18 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; or (b) Was received by Recipient from a third party without Recipient's knowledge that the third party was not legally entitled to disclose such information; or (c) Was already in Recipient's possession prior to receipt from Discloser; or (d) Is required to be disclosed in a judicial or administrative proceeding after 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 take appropriate legal action to seek to prevent such disclosure; or (e) Is subsequently and independently developed by Recipient's employees, consultants or agents without reference to Confidential Information. 18.5 The Funds and the Transfer Agent agree that money damages would not be a sufficient remedy to an injured party for breach of this Article 18. Accordingly, in addition to all other remedies that a party may have, a party shall be entitled to specific performance and injunctive or other equitable relief against another party as a remedy for any breach of the obligations set forth in this Article 18. The parties agree to waive any requirement for a bond in connection with any such injunctive or other equitable relief. 18.6 The rights and obligations established by this Article 18 shall survive the termination of this Agreement. Article 19 Force Majeure 19.1 In the event a party is unable to perform its obligations under the terms of this Agreement because of acts of God or by reason of circumstances beyond its control, including war, national emergencies, strikes, labor difficulties, insurrection, riots or the failure or unavailability of transportation or communication services or power supplies, such party shall not be liable for damages incurred by any other party resulting from such failure to perform. The above in no way relieves the Transfer Agent or the Funds of responsibility for exercising all backup and contingency plans available and in effect at 14 such time and does not affect any other remedies that a party may have under this Agreement. Article 20 Amendments 20.1 This Agreement may only be amended or modified by a written instrument executed by all parties except that Schedule A may be amended in the manner set forth in Section 17.1. Article 21 Subcontracting 21.1 Each Fund agrees that the Transfer Agent, in its discretion, may after notification to the Funds, subcontract for certain of the services to be provided by the Transfer Agent under this Agreement or the Schedules hereto; provided that the appointment of any such subcontractor shall not relieve the Transfer Agent of its responsibilities hereunder. Article 22 Arbitration 22.1 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 Charlotte, North Carolina 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. 22.2 The parties hereby agree that judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. 22.3 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 22. Article 23 Notice 23.1 Any notice or other instrument authorized or required by this Agreement to be given in writing to a party, 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 such party may from time to time designate in writing. To either of the Funds: [Name of Applicable Fund] 111 Center Street Little Rock, Arkansas 72201 Attention: Corporate Secretary 15 To the Transfer Agent: The Shareholder Services Group One Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: President with a copy to: General Counsel (same address) Article 24 Successors 24.1 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 25 Governing Law 25.1 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 22 hereof, each party hereto 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 26 Counterparts 26.1 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 27 Captions 27.1 The captions of this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. Article 28 Use of Transfer Agent/Fund Name 28.1 The Funds shall not use the name of the Transfer Agent in any Prospectus, Statement of Additional Information, Shareholders' report, sales literature or other material relating to the Fund in a manner not approved prior thereto in writing by the Transfer Agent; provided, that the Transfer Agent need only receive notice of all reasonable uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by any government agency or applicable law or rule. 16 28.2 The Transfer Agent shall not use the name of a Fund or material relating to a Fund on any documents or forms for other than internal use in a manner not approved prior thereto in writing by such Fund; provided, that the Fund need only receive notice of all reasonable uses of its name which merely refer in accurate terms to the appointment of the Transfer Agent as transfer agent for the Fund or which are required by any government agency or applicable law or rule. Article 29 Relationship of Parties 29.1 The parties agree that they are independent contractors and not partners or co-venturers and nothing contained herein shall be interpreted or construed otherwise. 29.2 The parties hereby acknowledge and agree that each Fund has entered into this Agreement independently on behalf of itself and its Portfolios which are now or may hereafter be identified on Schedule G. Notwithstanding anything to the contrary contained in this Agreement, (i) each Fund individually shall have the rights and obligations of a Fund as set forth in this Agreement, (ii) any action by a Fund in violation of this Agreement shall not affect the rights and obligations of any other Fund under this Agreement, and (iii) the Transfer agent, in seeking to enforce any provisions of this Agreement with respect to a Portfolio, shall look solely to the assets and revenues of such Portfolio and that in no event shall the Transfer Agent in seeking to enforce such obligation have recourse to the independent assets or revenues of any other Portfolio. Article 30 Entire Agreement; Severability 30.1 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 first above written. NATIONS FUND, INC. By: /s/ Richard H. Blank, Jr. ------------------------------ Title: Secretary --------------------------- NATIONS FUND TRUST By: /s/ Richard H. Blank, Jr. ------------------------------ Title: Secretary --------------------------- 17 THE CAPITOL MUTUAL FUNDS By: /s/ Richard H. Blank, Jr. ------------------------------ Title: Secretary --------------------------- NATIONS FUND PORTFOLIOS, INC. By: /s/ Richard H. Blank, Jr. ------------------------------ Title: Secretary --------------------------- THE SHAREHOLDER SERVICES GROUP, INC. By: /s/ (Illegible) --------------------------------- Title: (Illegible) ------------------------------ 18 Schedule A DUTIES OF THE TRANSFER AGENT 1. Shareholder Information. The Transfer Agent shall maintain a record of the number of Shares held by each Shareholder of record which shall include full registration information, including, but not limited to, name, address and taxpayer identification number and which shall indicate whether such Shares are held in certificated or uncertificated form. 2. Shareholder Services. The Transfer Agent 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 the Transfer Agent and the Funds. 3. Share Certificates. (a) At the expense of the appropriate Fund, each Fund shall supply the Transfer Agent with adequate supply of blank share certificates to meet the Transfer Agent's requirements therefor. Such Share certificates shall be properly signed by facsimile. Each Fund agrees that, notwithstanding the death, resignation, or removal of any officer of the Fund whose signature appears on such certificates, the Transfer Agent or its agent may continue to countersign certificates which bear such signatures until otherwise directed by Written Instructions. (b) The Transfer Agent shall issue replacement Share certificates in lieu of certificates which have been lost, stolen or destroyed, upon receipt by the Transfer Agent of properly executed affidavits and lost certificate bonds, in form satisfactory to the Transfer Agent, with the appropriate Fund and the Transfer Agent as obligees under the bond. (c) The Transfer Agent 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 in 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 number. The Transfer Agent shall further maintain a stop transfer record on lost and/or replaced certificates. 4. Mailing Communications to Shareholders; Proxy Materials. The Transfer Agent 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, the Transfer Agent 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. 1 5. Sales of Shares (a) The Transfer Agent shall not be required to issue any Shares of a Fund where it has received a Written Instruction from the Fund or official notice from any appropriate authority that the sale of the Shares of the Fund has been suspended or discontinued. The existence of such Written Instructions or such official notice shall be conclusive evidence of the right of the Transfer Agent 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, the Transfer Agent will endeavor to: (i) give prompt notice of such return to the 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 the Transfer Agent may from time to time deem appropriate. 6. Transfer and Repurchase (a) The Transfer Agent shall process all requests to transfer or redeem Shares in accordance with the transfer or repurchase procedures set forth in the Funds' Prospectus. (b) The Transfer Agent 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 the Transfer Agent reasonably may deem necessary. (c) The Transfer Agent reserves the right to refuse to transfer or repurchase Shares until it is satisfied that the endorsement on the instructions is valid and genuine. The Transfer Agent 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 the Transfer Agent, in its good 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, the Transfer Agent shall, upon receipt of the instructions and documents in proper form, deliver to the Custodian and the appropriate 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 the Transfer Agent reflecting outstanding Shares of the Fund and Shares attributed to individual accounts. (e) The Transfer Agent, 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 the Transfer Agent from the Funds. 2 (f) The Transfer Agent shall not process or effect any repurchase with respect to Shares of the Fund after receipt by the Transfer Agent or its agent of notification of the suspension of the determination of the net asset value of the Fund. 7. Dividends (a) Upon the declaration of each dividend and each capital gains distribution by the Board of Directors of a Fund with respect to Shares of the Fund, the Fund shall furnish or cause to be furnished to the Transfer Agent 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 the Transfer Agent 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 Fund will pay to the Transfer Agent 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, the Transfer Agent does not receive sufficient cash from the Fund to make total dividend and/or distribution payments to all Shareholders of the Fund of the record date, the Transfer Agent will, upon notifying the Fund, withhold payment to all Shareholders of record as of the record date until sufficient cash is provided to the Transfer Agent. 8. In addition to and neither in lieu nor in contravention of the services set forth above, the Transfer Agent 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 at 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 B Quality Standards (Effective October 2, 1995 as updated on September 25, 1995) For all funds, open-end and closed-end, serviced by TSSG, under the Transfer Agency and Services Agreement (with Facilities Management Arrangement) dated June 1, 1995, the following quality standards shall apply. This schedule shall replace the temporary quality standard Schedule B in the original agreement as referenced in Section 5.2. Financials: - ---------- Subscriptions 98% Redemptions 98% Exchanges 98% Non-Financials: - -------------- Maintenances 98% Transfers 98% Correspondence 98% Adjustments 98% Telephone Calls 98% New Accounts: - ------------ New Account Set-ups 98% - ------------------------------------------------------------------------------- Performance Standards - ------------------------------------------------------------------------------- Telephone Performance Standards =============================================================================== Average speed of answer 20 seconds or less - --------------------------------- ---------------------------------------------- Calls abandoned 2% of calls that wait 20 second or more - --------------------------------- --------------------------------------------- Service level* 80% - --------------------------------- --------------------------------------------- Article 1 ---------------------------- *Represents the percentage of calls answered within 20 seconds. 1 Schedule B [List of Initial Quality Standards based on 1994 quarterly senior management reports] Nations Fund -------------- Financial Transactions Subscriptions 98% Redemptions 98% Exchanges 98% Non-Financials Maintenance 98% Transfers 98% New Accounts 98% % = minimum acceptable levels Closed End Funds -------------------- Financials 98% Subscriptions 98% Redemptions 98% Exchanges 98% Non-Financials Certificate Processing 98% Maintenance 98% Transfers 98% New Accounts 98% % = minimum acceptable levels Capitol Funds ------------------------ Financials Subscriptions 98% Redemptions 98% Exchanges 98% Non-Financials Maintenance 98% Transfers 98% 1 New Accounts 98% % = minimum acceptable levels 2 dc-133013 Schedule C Schedule of Costs 1. For purposes of this Agreement, "Costs" shall mean all internal and external costs incurred by the Transfer Agent in connection with and properly allocated to the Services provided under the Agreement, including, but not limited to, the costs involved with the operation of the Charlotte Facility, those costs reasonably incurred by the Transfer Agent to achieve the quality standards imposed on it under the terms of this Agreement and the Transfer Agent's overhead, depreciation and amortization costs, excepting out-of-pocket expenses and such other costs agreed to in writing by the Transfer Agent and the Funds. 2. The Funds shall have the right to audit, at their own expense, the books and records of the Transfer Agent with respect to the Costs for which the Transfer Agent seeks reimbursement under Article 8 on an annual basis, or more frequently if the Funds have a reasonable basis to dispute any cost for which the Transfer Agent seeks reimbursement. 3. The Transfer Agent shall use its best efforts to minimize the costs incurred by it in connection with the provisions of services under this Agreement to the extent such action is commercially reasonable and consistent with the quality standards imposed under this Agreement. dc-133013 Schedule D Non-Margin Expenses - - Facilities related expenses as incurred by the Transfer Agent under the Facilities Management Agreement between the Transfer Agent and NationsBank - - Out-of-Pocket expenses - - Sub-Transfer Agent Fees and Expenses - - Any other expenses agreed to in writing by the Transfer Agent and the Funds Schedule E OUT-OF-POCKET EXPENSES The Funds shall reimburse the Transfer Agent monthly for reasonable out-of-pocket expenses incurred in connection with the provision of Services under this Agreement, including, but 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 Funds - - Due diligence mailings - - Telephone and telecommunication costs, including all lease, maintenance and line costs (excluding such telephone and telecommunications costs provided by NationsBank pursuant to the Facilities Agreement) - - Ad hoc reports - - Proxy solicitations, mailings and tabulations - - Daily & Distribution advice mailings (including all periodic statements) - - Shipping, Certified and Overnight mail and insurance - - Year-end form production and mailings - - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - - Duplicating services - - Courier services - - Incoming and outgoing wire charges - - Federal Reserve charges for check clearance - - Overtime, as approved by the Funds - - Temporary staff, as approved by the Funds - - Travel and entertainment, as approved by the Funds - - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - - Third party audit reviews - - All conversion costs: including System start up costs - - Insurance - - Such other miscellaneous expenses reasonably incurred by the Transfer Agent in performing its duties and responsibilities under this Agreement. - - Systems Programming utilizing non-dedicated systems resources at $100 per hour The Funds agree that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Transfer Agent. In addition, the Funds will promptly reimburse the Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent whenever the Funds and the Transfer Agent mutually agree that such 1 expenses are not otherwise properly borne by the Transfer Agent as part of its duties and obligations under the Agreement. 2 Schedule F Fund Documents - - Certified copy of the Articles of Incorporation of the Fund, as amended - - Certified copy of the By-laws of the Fund, as amended - - Copy of the resolution of the Board of Directors authorizing the execution and delivery of this Agreement - - Specimens of the certificates for Shares of the Fund, if applicable, in the form approved by the Board of Directors of the Fund, with a certificate of the Secretary of the Fund as to such approval - - All account application forms and other documents relating to Shareholder accounts or to any plan, program or service offered by the Fund - - Certified list of Shareholders of the Fund with the name, address and taxpayer identification number of each Shareholder, and the number of Shares of the Fund held by each, certificate numbers and denominations (if any certificates have been issued), lists of any accounts against which stop transfer orders have been placed, together with the reasons therefore, and the number of Shares redeemed by the Fund. - - All notices issued by the Fund with respect to the Shares in accordance with and pursuant to the Articles of Incorporation or By-laws of the Fund or as required by law and shall perform such other specific duties as are set forth in the Articles of Incorporation including the giving of notice of any special or annual meetings of shareholders and any other notices required thereby. 4 SCHEDULE G FUND PORTFOLIOS NATIONS FUND TRUST: 1. Nations Government Money Market Fund 2. Nations Tax Exempt Fund 3. Nations Value Fund 4. Nations Strategic Growth Fund 5. Nations Capital Growth Fund 6. Nations MidCap Growth Fund 7. Nations LargeCap Index Fund 8. Nations Managed Index Fund 9. Nations SmallCap Index Fund 10. Nations Aggressive Growth Fund 11. Nations Balanced Assets Fund 12. Nations Short-Intermediate Government Fund 13. Nations Short-Term Income Fund 14. Nations Strategic Income Fund 15. Nations Bond Fund 16. Nations Municipal Income Fund 17. Nations Short-Term Municipal Income Fund 18. Nations Intermediate Municipal Bond Fund 19. Nations Florida Intermediate Municipal Bond Fund 20. Nations Florida Municipal Bond Fund 21. Nations Georgia Intermediate Municipal Bond Fund 22. Nations Georgia Municipal Bond Fund 23. Nations Maryland Intermediate Municipal Bond Fund 24. Nations Maryland Municipal Bond Fund 25. Nations North Carolina Intermediate Municipal Bond Fund 26. Nations North Carolina Municipal Bond Fund 27. Nations South Carolina Intermediate Municipal Bond Fund 28. Nations South Carolina Municipal Bond Fund 29. Nations Tennessee Intermediate Municipal Bond Fund 30. Nations Tennessee Municipal Bond Fund 31. Nations Texas Intermediate Municipal Bond Fund 32. Nations Texas Municipal Bond Fund 33. Nations Virginia Intermediate Municipal Bond Fund 34. Nations Virginia Municipal Bond Fund NATIONS FUND, INC.: 1. Nations Prime Fund 2. Nations Treasury Fund 3. Nations Equity Income Fund 4. Nations U.S. Government Bond Fund 5. Nations Small Company Fund 6. Nations Government Securities Fund 51 NATIONS RESERVES: 1. Nations Government Reserves 2. Nations Municipal Reserves 3. Nations Cash Reserves 4. Nations Treasury Reserves 5. Nations Money Market Reserves 6. Nations California Tax-Exempt Reserves 7. Nations Asset Allocation Fund 8. Nations Convertible Securities Fund 9. Nations California Municipal Bond Fund 10. Nations Intermediate Bond Fund 11. Nations Blue Chip Fund 12. Nations Marsico Focused Equities Fund 13. Nations Marsico Growth & Income Fund 14. Nations International Equity Fund 15. Nations International Value Fund 16. Nations Emerging Markets Fund NATIONS LIFEGOAL FUNDS, INC. 1. Nations LifeGoal Growth Portfolio 2. Nations LifeGoal Balanced Growth Portfolio 3. Nations LifeGoal Income and Growth Portfolio NATIONS ANNUITY TRUST: 1. Nations Value Portfolio 2. Nations International Growth Portfolio 3. Nations Aggressive Growth Portfolio 4. Nations Marsico Focused Equities Portfolio 5. Nations Marsico Growth & Income Portfolio 6. Nations Managed Index Portfolio 7. Nations SmallCap Index Portfolio 8. Nations Balanced Assets Portfolio 9. Nations High Yield Bond Portfolio 10. Nations International Value Portfolio NATIONS FUNDS TRUST: 1. Nations High Yield Bond Fund 2. Nations MidCap Index Fund 3. Nations Kansas Municipal Income Fund 4. Nations Marsico 21st Century Fund 5. Nations Marsico International Opportunities Fund CLOSED END FUNDS: 1. Nations Balanced Target Maturity Fund 2. Nations Government Income Term Trust 2003, Inc. 3. Nations Government Income Term Trust 2004, Inc. Last Amended: September 8, 2000 2 IN WITNESS WHEREOF, the parties hereto have caused the amended Schedule G to be executed by their officers designated below as of the 8th day of September, 2000. PFPC Inc. (indirect successor to The Shareholder Services Group, Inc.) By: _/s/ Jylanne M. Dunne -------------------- Name: Jylanne M. Dunne Title: Senior Vice President NATIONS FUND TRUST By: _/s/ Richard H. Blank, Jr. ------------------------- Richard H. Blank, Jr. Secretary NATIONS FUND, INC. By: _/s/ Richard H. Blank, Jr. ------------------------- Richard H. Blank, Jr. Secretary NATIONS RESERVES By: _/s/ Richard H. Blank, Jr. ------------------------- Richard H. Blank, Jr. Secretary NATIONS LIFEGOAL FUNDS, INC. By: _/s/_Richard H. Blank, Jr. --- --------------------- Richard H. Blank, Jr. Secretary NATIONS ANNUITY TRUST By: _/s/ Richard H. Blank, Jr. ------------------------- Richard H. Blank, Jr. Secretary 3 NATIONS FUNDS TRUST By: _/s/_Richard H. Blank, Jr. --- --------------------- Richard H. Blank, Jr. Secretary NATIONS BALANCED TARGET MATURITY FUND, INC. By:_/s/Robert B. Carroll -------------------- Robert B. Carroll Secretary NATIONS GOVERNMENT INCOME TERM TRUST 2003, INC. By:_/s/ Robert B. Carroll --------------------- Robert B. Carroll Secretary NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC. By:_/s/ Robert B. Carroll --------------------- Robert B. Carroll Secretary 4 EX-99.23(H)(16) 6 0006.txt SUB-TRANSFER & SERVICES AGREEMENT 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, 53 State Street, Boston, Massachusetts 02109 and NATIONSBANK OF TEXAS, N.A. ("NationsBank"), organized under the laws of Texas and having its principal place of business at 1401 Elm Street, 11th Floor, Dallas, TX 75202. 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. 10 To the Transfer Agent: The Shareholder Services Group, Inc. One Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: President with a copy to TSSG's General Counsel To: NationsBank NationsBank NationsBank Plaza 101 S. Tryon Street, NC1-002-33-31 Charlotte, North Carolina 28255 Attention: Ted Johnson 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/ Jack P. Kurt ------------------- Title: Executive Vice President and Chief Operating Officer NATIONSBANK OF TEXAS, N.A. By: /s/ Mark H. Williamson ------------------- Title: Senior Vice President ---------------------------- 12 SCHEDULE A FUND PORTFOLIOS NATIONS FUND TRUST: 1. Nations Government Money Market Fund 2. Nations Tax Exempt Fund 3. Nations Value Fund 4. Nations Strategic Growth Fund 5. Nations Capital Growth Fund 6. Nations MidCap Growth Fund 7. Nations LargeCap Index Fund 8. Nations Managed Index Fund 9. Nations SmallCap Index Fund 10. Nations Aggressive Growth Fund 11. Nations Balanced Assets Fund 12. Nations Short-Intermediate Government Fund 13. Nations Short-Term Income Fund 14. Nations Strategic Income Fund 15. Nations Bond Fund 16. Nations Municipal Income Fund 17. Nations Short-Term Municipal Income Fund 18. Nations Intermediate Municipal Bond Fund 19. Nations Florida Intermediate Municipal Bond Fund 20. Nations Florida Municipal Bond Fund 21. Nations Georgia Intermediate Municipal Bond Fund 22. Nations Georgia Municipal Bond Fund 23. Nations Maryland Intermediate Municipal Bond Fund 24. Nations Maryland Municipal Bond Fund 25. Nations North Carolina Intermediate Municipal Bond Fund 26. Nations North Carolina Municipal Bond Fund 27. Nations South Carolina Intermediate Municipal Bond Fund 28. Nations South Carolina Municipal Bond Fund 29. Nations Tennessee Intermediate Municipal Bond Fund 30. Nations Tennessee Municipal Bond Fund 31. Nations Texas Intermediate Municipal Bond Fund 32. Nations Texas Municipal Bond Fund 33. Nations Virginia Intermediate Municipal Bond Fund 34. Nations Virginia Municipal Bond Fund NATIONS FUND INC. 1. Nations Prime Fund 2. Nations Treasury Fund 3. Nations Equity Income Fund 4. Nations U.S. Government Bond Fund 5. Nations Small Company Fund 6. Nations Government Securities Fund 13 NATIONS RESERVES: 1. Nations Asset Allocation Fund 2. Nations Convertible Securities Fund 3. Nations California Municipal Bond Fund 4. Nations Intermediate Bond Fund 5. Nations Blue Chip Fund 6. Nations Marsico Focused Equities Fund 7. Nations Marsico Growth & Income Fund 8. Nations International Equity Fund 9. Nations International Value Fund 10. Nations Emerging Markets Fund NATIONS LIFEGOAL FUNDS, INC.: 1. Nations LifeGoal Growth Portfolio 2. Nations LifeGoal Balanced Growth Portfolio 3. Nations LifeGoal Income and Growth Portfolio NATIONS FUNDS TRUST: 1. Nations High Yield Bond Fund 2. Nations MidCap Index Fund 3. Nations Kansas Municipal Income Fund 4. Nations Marsico 21st Century Fund 5. Nations Marsico International Opportunities Fund Last Amended: September 8, 2000 14 IN WITNESS WHEREOF, the parties hereto have caused the amended Schedule A to be executed by their officers designated below as of the 8th day of September, 2000. PFPC Inc. (indirect successor to The Shareholder Services Group, Inc.) By: /s/ Jylanne Dunne --------------------- Jylanne Dunne Title: Senior Vice President BANK OF AMERICA, N.A. (indirect successor to NationsBank of Texas, N.A.) By: /s/ Louise Graham -------------------- Louise Graham Title: 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). EX-99.23(H)(17) 7 0007.txt AMENDMENT NO. 1 Amendment No. 1 to the SUB-TRANSFER AGENCY AND SERVICES AGREEMENT THIS AMENDMENT dated as of this 3rd day of January, 2000 is made to the Sub-Transfer Agency and Services Agreement dated as of September 11, 1995, (the "Agreement"), by and between PFPC Inc., indirect successor to The Shareholder Services Group, Inc. (the "Transfer Agent), and Bank of America, N.A. ("Bank of America"), indirect successor to NationsBank of Texas, N.A. RECITALS WHEREAS, the parties hereto desire to amend certain provisions of the Agreement. NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the Transfer Agent and Bank of America agree that the Agreement shall be amended as follows: 1. Schedule C is hereby amended by deleting the schedule in its entirety and inserting the following: Upon receipt of the appropriate payment from the Funds, the Transfer Agent will pay Bank of America for the performance of its obligations hereunder a fee equal to the costs incurred by Bank of America in providing services pursuant to its obligations hereunder at the annual rate of up to 0.01% of the net assets of the primary shares of the Funds. 2. The terms and provisions of this Amendment shall be deemed a part of the Agreement for all purposes. To the extent that any provisions of this Amendment modify or are otherwise inconsistent with any provisions of the Agreement, the terms of this 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 Amendment to be executed by their duly authorized officers, as of the day and year first written above. PFPC INC. By: /s/ Jylanne Dunne ------------------- Name: Jylanne Dunne ------------------ Title: Senior Vice President ------------------------- BANK OF AMERICA, N.A. By: /s/ Robert Gordon ---------------------- Name: Robert Gordon ---------------------- Title: Senior Vice President ------------------------ 2 EX-99.23(H)(18) 8 0008.txt AMENDMENT NO. 2 Amendment No. 2 to the SUB-TRANSFER AGENCY AND SERVICES AGREEMENT THIS AMENDMENT dated as of this 1st day of December, 2000 is made to the Sub-Transfer Agency and Services Agreement dated as of September 11, 1995, and as amended January 3, 2000 (the "Agreement"), by and between PFPC Inc., indirect successor to The Shareholder Services Group, Inc. (the "Transfer Agent"), and Bank of America, N.A. ("Bank of America"), indirect successor to NationsBank of Texas, N.A. RECITALS WHEREAS, the parties hereto desire to amend certain provisions of the Agreement. NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the Transfer Agent and Bank of America agree that the Agreement shall be amended as follows: 1. The third WITNESSETH recital is hereby amended by deleting the recital in its entirety and inserting the following: WHEREAS, each Portfolio is authorized to issue multiple classes of shares including, in many cases, Primary A Shares and Primary B Shares (together, the "Primary Shares") and Trust Shares. 2. The fourth WITNESSETH recital is hereby amended by substituting the phrase "Primary Shares and Trust Shares which are maintained and administered by Bank of America and reported to the Transfer Agent on an omnibus basis" for the phrase "the Trust Shares." 3. Article 1.1(i) is hereby amended by deleting the Sub-Article in its entirety and inserting the following: (i) "Shares" refers collectively to such Primary Shares, Trust Shares and shares of any other class as may be agreed by the parties hereto from time to time, of the Portfolios as may be issued from time to time and maintained and administered by Bank of America and reported to the Transfer Agent on an omnibus basis. 4. Article 3.1 is hereby amended by substituting the parenthetical "(including coordination with the Transfer Agent)" for the parenthetical "(including coordination with the Custodian)." 5. Article 3.3 is hereby amended by deleting the paragraph in its entirety and inserting the following: 3.3 Pursuant to a separate agreement with the Transfer Agent, the Funds retain responsibility for verifying the establishment of transactions in Shares for each state on the system prior to activation and thereafter monitoring the daily activity for each state. In connection with the Funds' blue sky state registration status and pursuant to such agreement, the Transfer Agent is responsible for the initial establishment of transactions in Shares subject to blue sky compliance by the Funds and the reporting of such transactions to the Funds. In connection with such matters, Bank of America will provide to the Funds and/or the Transfer Agent, as requested, such information relative to transactions in those Shares as is necessary for the Funds and the Transfer Agent to perform their respective responsibilities under such agreement. 6. Schedule B is hereby amended by substituting references to the Transfer Agent for all references to the Custodian throughout Sub-Sections 6(d) and (e). 7. Schedule C is hereby amended by substituting the phrase "attributable to the Shares" for the phrase "of the primary shares of the Funds." 8. The terms and provisions of this Amendment shall be deemed a part of the Agreement for all purposes. To the extent that any provisions of this Amendment modify or are otherwise inconsistent with any provisions of the Agreement or any amendments thereof, the terms of this Amendment shall control. In all other respects, the Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers, as of the day and year first written above. PFPC INC. By: /s/ Michael DeMofrio ------------------------ Name: Michael DeMofrio ------------------------ Title: Vice President/Division Manager --------------------------------- BANK OF AMERICA, N.A. By: /s/ Edward D. Bedard -------------------------------- Name: Edward D. Bedard --------------------------------- Title: Senior Vice President -------------------------------- 3 EX-99.23(P)(1) 9 0009.txt NATIONS FUNDS FAMILY CODE OF ETHICS NATIONS FUNDS FAMILY CODE OF ETHICS This Code of Ethics shall apply to each investment company advised by an affiliate of Bank of America Corporation that adopts the Code by action of its Board of Directors (each, a "Company").(1) A. Legal Requirements. Rule 17j-1(b) under the Investment Company Act of 1940, as amended, (the "1940 Act") makes it unlawful for any Officer or Director of the Company (as well as other persons), in connection with the purchase or sale, directly or indirectly, by such person of a security "held or to be acquired"(2) by the Company: 1. To employ any device, scheme or artifice to defraud the Company; 2. To make any untrue statement of a material fact to the Company or omit to state a material fact necessary in order to make the statements made to the Company, in light of the circumstances under which they are made, not misleading; 3. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Company; or 4. To engage in any manipulative practice with respect to the Company. The policies, restrictions and procedures included in this Code of Ethics are designed to prevent violations of these prohibitions. In addition, the Investment Company Institute (the "ICI") has suggested that investment companies adopt additional measures to obviate conflicts, prevent and detect abusive practices and preserve the confidence of investors. The policies, restrictions and procedures included in this Code of Ethics substantially conform to the additional measures suggested by the ICI. - -------- (1) As used herein, "Director" shall mean a director or trustee and "Company" shall mean a corporation or trust. (2) A security "held or to be acquired" by the Company means any "covered security" (defined below) which, within the most recent 15 days (i) is or has been held by the Company, or (ii) is being or has been considered by the Company or its investment adviser(s) for purchase by the Company; and any option to purchase or sell, and any security convertible into or exchangeable for, a covered security. Purchase or sale of a covered security includes the writing of an option to purchase or sell a covered security. 1 B. Company Policies. It is the policy of the Company that no "access person"(3) of the Company shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1(b) set forth above. In this regard, each access person has a duty at all times to place the interests of Company shareholders first and is required to conduct all personal securities transactions consistent with the letter and spirit of this Code of Ethics and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of the access person's position of trust and responsibility. It is a fundamental standard that access persons should not take inappropriate advantage of their positions. C. Restrictions. 1. No access person shall purchase or sell, directly or indirectly, any "covered security"(4) where he or she has, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership and where he or she knows or should have known, at the time of such purchase or sale, that the covered security: (a) is being considered for purchase or sale by a fund of the Company; or (b) is being purchased or sold by a fund of the Company. 2. This Code sets forth additional requirements and restrictions that "investment personnel"(5) must comply with under this Code. To review such requirements and restrictions, please refer to Part A of this Code. 3. The restrictions set forth in Sections C.1. shall not apply to: - --------------------------------- (3) An "access person" includes: (a) each Director or Officer of the Company; (b) each employee (if any) of the Company (or of any company in a control relationship to the Company) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information about the purchase or sale of covered securities by the Company, or whose functions relate to the making of such recommendations; and (c) any natural person in a control relationship to the Company who obtains information concerning recommendations made to the Company with regard to the purchase or sale of covered securities by the Company. (4) For purposes of this Code of Ethics, a "covered security" means a security as defined in section 2(a)(36) of the 1940 Act, other than (i) direct obligations of the Government of the United States; (ii) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end investment companies. (5) "Investment personnel" includes any access person of the Company that is either a portfolio manager (who makes decisions about fund investments) or a person who assists in the investment process (including analysts and traders). Other access persons who may from time to time obtain information about the purchase or sale of a security by the Company are not investment personnel for purposes of this Code of Ethics. 2 (a) purchases or sales of any covered securities that are not eligible for purchase or sale by any fund of the Company; (b) purchases or sales which are non-volitional on the part of the access person; (c) purchases which are part of an automatic dividend investment plan; (d) purchases which are effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights; or (e) sales which are effected pursuant to a tender offer or similar transaction involving an offer to acquire all or a significant portion of a class of securities. In addition, the restrictions set forth in Section C.1. shall not apply to purchases or sales which are only remotely potentially harmful to the Company, because they would be very unlikely to affect a highly institutional market. D. Procedures. 1. In order to provide the Company with information to enable it to determine with reasonable assurance whether the provisions of Rule 17j-1(b) are being observed by its access persons, each access person shall file the following reports with the Company: (a) Initial Holdings Report Each access person of the Company, other than a Director who is not an "interested person" of the Company (as defined in the 1940 Act), shall submit reports in the form attached hereto as Appendix A to the Company's designated compliance person showing all transactions in "reportable securities" in which the access person had direct or indirect beneficial ownership(6) when the person became an access person. - ------------------------------- (6) You will be treated as the "beneficial owner" of a security under this policy only if you have a direct or indirect pecuniary interest in the security. (1) A direct pecuniary interest is the opportunity, directly or indirectly, to profit, or to share the profit, from the transaction. (2) An indirect pecuniary interest is any nondirect financial interest, but is specifically defined in the rules to include securities held by members of your immediate family sharing the same household; securities held by a partnership of which you are a general partner; securities held by a trust of which you are the settler if you can revoke the trust, or a beneficiary if you have or share investment control with the Trustee/Director; and equity securities which may be acquired upon exercise of an option or other right, or through conversion. For interpretive guidance on whether you have a direct or indirect pecuniary interest in a transaction, you should consult the Company's designated compliance person. A report shall not 3 Such reports shall be filed not later than 10 days after the person becomes an access person, but need not show transactions over which such person had no direct or indirect influence or control. (b) Quarterly Transaction Report Each access person of the Company, other than a Director who is not an "interested person" of the Company (as defined in the 1940 Act), shall submit reports in the form attached hereto as Appendix B to the Company's designated compliance person showing all transactions during the quarter in "reportable securities" in which the person has, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership. Such reports shall be filed not later than 10 days after the end of each calendar quarter, but need not show transactions over which such person had no direct or indirect influence or control. In lieu of providing such a report, an applicant may arrange for duplicate confirmations and account statements to be provided directly to the Company's designated compliance person. (c) Annual Holdings Report Each access person of the Company, other than a Director who is not an "interested person" of the Company (as defined in the 1940 Act), shall submit an annual report in the form attached hereto as Appendix C to the Company's designated compliance person showing all transactions during the year in "reportable securities" in which the person had, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership. Information in the annual report must be current as of a date no more than 30 days before the report is submitted to the Company. Such reports shall be filed not later than 15 days after the end of each calendar year, but need not show transactions over which such person had no direct or indirect influence or control. (d) Exception from Reporting Requirements Each Director who is not an "interested person" of the Company and who would be required to make a report solely by reason of being a Company director, shall not make an initial holdings report or annual holdings report, however, shall submit the same quarterly transaction report as required under paragraph (b), but only for a transaction in a "reportable security" where the director knew at the time of the transaction or, in the ordinary course of fulfilling the director's official duties as a Company director, should have known that during the 15-day period immediately before or after the date of the director's transaction in a "reportable security", such covered security is or was purchased or sold by the Company, or considered for purchase or sale by the Company or its investment adviser. No report is required if the Director had no direct or indirect influence or control over the transaction. - --------------------------- be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the security. 4 The Company does not believe that personal transactions by its access persons in any securities other than securities which the Company is permitted to purchase would be prohibited by Rule 17j-1(b). For purposes of subparagraphs (a) through (d) above, "reportable securities" includes only covered securities which the funds of the Company are permitted to acquire under their investment objectives and policies set forth in the Company's then current prospectus(es) under the Securities Act of 1933, as amended. In the event that any of the investment objectives and policies for the funds of the Company changes in the future, the Board of Directors may reconsider the scope of this reporting requirement in light of such change and Rule 17j-1. 2. Every access person of the Company shall provide an annual certification in the form of Appendix D to the Company's designated compliance person. This requirement applies to all Directors, including those who are not "interested persons" of the Company. 3. The Company's designated compliance person shall notify each "access person" of the Company who may be required to make reports pursuant to this Code that such person is subject to reporting requirements and shall deliver a copy of this Code to each such person. Any amendments to this Code shall be similarly furnished to each person to whom this Code is applicable. 4. The Company's designated compliance person shall report to the Board of Directors: (a) at the next meeting following the receipt of any report on Appendix B with respect to each reported transaction in a security which was, within 15 days before or after the date of the reported transaction: (i) purchased or sold by the Company, or (ii) considered by the Company for purchase or sale, unless (in either case) the amount involved in the transaction was less than $50,000; (b) with respect to any transaction not required to be reported to the Board by the operation of subparagraph (a), that the Company's designated compliance person believes nonetheless may evidence a violation of this Code; and (c) apparent violations of the reporting requirements stated herein. 5. Each year the Company must furnish to the Company's Board of Directors, and the Board of Directors must consider, a written "annual issues and certification report" that: (a) describes any issues arising under its code of ethics or procedures since the last report to the Board of Directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations, and (b) certifies that the Company has adopted procedures reasonably necessary to prevent access persons from violating its code of ethics. 6. The Board of Directors shall consider reports made to it hereunder and shall determine whether the policies established in Paragraph B of this Code of Ethics have been 5 violated, and what sanctions, if any, should be imposed. The Board of Directors shall review the operation of this Code at least once a year, and shall make and approve such changes to the Code as it deems necessary. 7. This Code, a copy of each annual issues and certification report, a copy of each report by an access person, any written report hereunder by the Company's designated compliance person and lists of all persons required to make reports shall be preserved with the Company's records for the period required by Rule 17j-1. In addition, a record of any violation of this Code shall be preserved with the Company's records for the period required by Rule 17j-1. E. Adoption and Approval of Codes of Ethics. The Board of Directors, including a majority of non-interested Directors, shall approve the code of ethics of the Company, the code of ethics of each investment adviser and principal underwriter of the Company upon initial engagement of either, and any material changes to these codes no later than six months after the adoption of the material change. F. Insider Trading and Conflicts of Interest. The Board of Directors of the Company has adopted a policy statement on insider trading and conflicts of interests (the "Policy Statement"), a copy of which is attached hereto as Appendix E. All access persons are required by this Code of Ethics to read and familiarize themselves with their responsibilities under the Policy Statement. G. Interrelationship with Investment Adviser's and Sub-Adviser's Codes of Ethics. A person who is both an access person of the Company and an access person of either the Adviser or a sub-adviser is only required to report under and otherwise comply with the Adviser's or sub-adviser's Rule 17j-1 code of ethics, provided that such code has been adopted pursuant to and in compliance with Rule 17j-1 and that the Board of Directors of the Company has also approved such code pursuant to Rule 17j-1. Such persons, however, are still subject to the principles and prohibitions contained in Section A of this Code. H. Sanctions. Upon discovering a violation of this Code, the Board of Directors of the Company may impose such sanctions as it deems appropriate. 6 PART A Investment Personnel In addition to the requirements and restrictions contained in Sections A-H of this Code, investment personnel are also subject to the following requirements and restrictions: 1. Investment personnel are prohibited from purchasing any security in an initial public offering or in a private placement unless they obtain the prior written approval of the Company's designated compliance person. This restriction shall not apply to: (a) purchases or sales of any covered securities that are not eligible for purchase or sale by any fund of the Company; (b) purchases or sales which are non-volitional on the part of the access person; (c) purchases which are part of an automatic dividend investment plan; (d) purchases which are effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights; or (e) sales which are effected pursuant to a tender offer or similar transaction involving an offer to acquire all or a significant portion of a class of securities. 2. Any profits realized by investment personnel from "short-term trading"(7) of a covered security shall be disgorged to the Company. 3. Investment personnel are prohibited from receiving any gift or item valued at more than $100 per donor per year from any person or entity that does business with or on behalf of the Company. 4. Investment personnel are prohibited from serving on the board of directors of a company whose stock is publicly traded, absent prior authorization from the Company's designated compliance person based upon a determination that the board service would be consistent with the interests of the Company and its shareholders. 5. Investment personnel are required to provide copies of all brokerage statements and confirmations to the Company's designated compliance person. All investment personnel shall disclose all personal securities holdings upon commencement of employment with the Company and annually thereafter. - ------------ (7) For purposes of this Code of Ethics, "short-term trading" is defined as a purchase and sale, or sale and purchase, of the same (or equivalent) securities, which both occur within any 60-day period. Part A-1 APPENDIX A NATIONS FUNDS FAMILY Initial Holdings Report for the Calendar Year Ended December 31, 200_. To the Designated Compliance Person of ___________: On the day I became an access person, , 200 , the following transactions were effected in covered securities of which I had, or by reason of such transaction acquired or disposed of, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Company's Code of Ethics:
- ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- Broker, Dealer, Account Name Number of Shares Principal Amount Broker, Dealer, Bank Account (Direct or Indirect Title of Security Bank Name Number Benefit) - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- ---------------------
Appendix A-1 This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above. Dated: _____________________ Signature: __________________ Appendix A-2 APPENDIX B NATIONS FUNDS FAMILY Quarterly Transaction Report for the Calendar Year Ended December 31, 200_. To the Designated Compliance Person of ___________: During the quarter ended , 200 , the following transactions were effected in covered securities of which I had, or by reason of such transaction acquired or disposed of, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Company's Code of Ethics:
- ------------------- --------------- ------------- -------------- ---------------- ----------------- ----------- ---------- Nature of Interest Transaction Rate/Maturity Broker, Title of Security Date of Number of Principal (Purchase, Date Dealer, Bank Transaction Shares Amount Sale, Other) (if applicable) Price Name - ------------------- --------------- ------------- -------------- ---------------- ----------------- ----------- ---------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- ---------------------
Appendix B-1 This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above. Dated: _____________________ Signature: __________________ Appendix B-2 APPENDIX C NATIONS FUNDS FAMILY Annual Holdings Report for the Calendar Year Ended December 31, 200_. To the Designated Compliance Person of ___________: During the calendar year ended December 31, 200 , the following transactions were effected in covered securities of which I had, or by reason of such transaction acquired or disposed of, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Company's Code of Ethics:
- ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- Broker, Dealer, Account Name Number of Shares Principal Amount Broker, Dealer, Bank Account (Direct or Indirect Title of Security Bank Name Number Benefit) ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- --------------------- - ----------------------- ----------------- ------------------- -------------------- ----------------- ---------------------
Appendix C-1 This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above. Dated: _____________________ Signature: _________________ Appendix C-2 APPENDIX D NATIONS FUNDS FAMILY Annual Certification of Compliance for the Calendar Year Ended December 31, 200__. To the Designated Compliance Person of : ------- I hereby certify that, during the calendar year specified above, I have complied with the requirements of the Code of Ethics and have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code. I have read and understand the Code of Ethics and recognize that I am subject thereto. Dated: _________________________________ Signature: --------------- Appendix D-1 APPENDIX E POLICY STATEMENT ON INSIDER TRADING A. Introduction The Company seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by investors in the Company is something we should value and endeavor to protect. To further that goal, this Policy Statement implements procedures to deter the misuse of material, nonpublic information in securities transactions. Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission ("SEC") can recover the profits gained or losses avoided through the volative trading, a penalty of up to three times the illicit windfall and an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, the Company views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, including dismissal. B. Scope of the Policy Statement This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by Access Persons, as defined in the Company's Code of Ethics, (including spouses, minor children and adult members of their households). The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. You should direct any questions relating to the Policy Statement to the Company's Compliance Person. You also must notify the Compliance Person immediately if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur. C. Policy Statement No person to whom this Policy Statement applies, including you, may trade, either personally or on behalf of others, while in possession of material, nonpublic information; nor may the Company's Access Persons communicate material, nonpublic information to others in violation of the law. This section reviews principles important to the Policy Statement. Appendix E-1 1. What is Material Information? Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information whose disclosure will have a substantial effect on the price of a company's securities. No simple "bright line" test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the Compliance Person. Material information often relates to a company's results and operations including, for example, dividend changes, earning results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about the Wall Street Journal's "Heard on the Street" column. 2. What is Nonpublic Information? Information is "public" when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones "tape" or the Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely. 3. Identifying Inside Information Before executing any trade for yourself or others, including the Company, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps: (i) Report the information and proposed trade immediately to the Compliance Person. (ii) Do not purchase or sell the securities on behalf of yourself or others, including the Company. (iii) Do not communicate the information inside or outside the Company, other than to the Compliance Person. Appendix E-2 (iv) After the Compliance Person has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the Company should take. You should consult with the Compliance Person before taking any action. This degree of caution will protect you and the Company. 4. Contact with Public Companies The Company's contacts with public companies represent an important part of our research efforts. The Company may make investment decisions on the basis of the Company's conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, a Company employee or other person subject to this Policy Statement becomes aware of material, nonpublic information. This could happen, for example, if a company's Chief Financial Officer prematurely disclosed quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Company must make a judgment as to its further conduct. To protect yourself and the Company, you should contact the Compliance Person immediately if you believe that you may have received material, nonpublic information. 5. Tender Offers Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in possession of material, nonpublic information regarding a tender offer received from the tender offer, the target company or anyone acting on behalf of either. Company employees and others subject to this Policy Statement should exercise particular caution any time they become aware of nonpublic information relating to a tender offer. Appendix E-3 EX-99.23(P)(2) 10 0010.txt BAAI CODE OF ETHICS BANC OF AMERICA ADVISORS, INC. CODE OF ETHICS Effective May 19, 2000 This Code of Ethics describes Banc of America Advisors, Inc.'s rules about your personal investments. You also must read Bank of America's Code of Ethics and General Policy on Insider Trading. That Code includes all of Bank of America's general corporate policies, including its policies on insider trading. It is available on the intranet links portion of Bank of America's Insite homepage. You also may call the Compliance Department at (704) 388-2468 for a copy. Remember: You must comply with this Code, the General Policy on Insider Trading and the Code of Ethics of any other Bank of America affiliate to which you are subject. The Compliance Department would be happy to help you understand this Code. Please call (704) 388-2468 with any questions. I. INTRODUCTION A. DEFINITIONS This Code of Ethics uses defined terms, such as BAAI and Access Person. These defined terms are underlined in this Code and defined in Section III. B. WHY THIS CODE APPLIES TO YOU This Code applies to you because you owe special duties to Nations Funds shareholders, BAAI's managed accounts and other BAAI clients. C. FORMS This Code refers to forms that you must fill out. Copies are attached. You also can get copies from the Compliance Officer at (704) 388-2468. D. SUMMARY This Code generally requires you to: o Place the interests of BAAI's clients first when making personal investments; o periodically report your trading and investments; o arrange to have confirmations and account statements from your securities accounts forwarded to Corporate Compliance; o avoid acquiring or (in certain cases) receive approval to acquire Beneficial Ownership in closed-end funds advised by Bank of America, Private Placements and Initial Public Offerings; o receive approval to act as a director or officer of a public company; and o avoid profiting from short-term trades. 2 II. RULES AND POLICIES OF CONDUCT A. STATEMENT OF PRINCIPLES 1. Your Duties You must observe the highest professional and ethical standards. This means that you must: o place the interests of Nations Funds shareholders, BAAI managed accounts and other BAAI clients first when making your personal investments; and o invest so that there is no actual or potential conflict between your interests and those of Nations Funds' shareholders, BAAI managed accounts and other BAAI clients. You have a position of trust and responsibility. You will have violated this Code if you take inappropriate advantage of this position. 2. Your Investments Bank of America encourages you to achieve your personal investment goals by investing in mutual funds. You may, however, trade directly in securities as long as you follow the restrictions of this Code, of Bank of America's Code of Ethics and General Policy on Insider Trading and of any other Code of Ethics of a Bank of America affiliate to which you are subject. B. SPECIFIC REQUIREMENTS 1. Reporting Requirements Forms: You must complete, sign and submit to Corporate Compliance: o an Initial/Annual Employee Certification no later than 10 days after the commencement of your employment and 15 days after the end of each calendar year and o a Quarterly Employee Certification no later than 10 days after the end of each calendar quarter. Copies of these forms are attached as Form 1 and Form 2. 3 Account Statements: You must direct any broker, dealer or bank at which you maintain a securities account to forward copies of all confirmations and account statements to Corporate Compliance at: NC1-002-30-24 101 South Tryon Street 30th Floor Charlotte, NC 28255 2. Investment Restrictions You must not: o acquire Beneficial Ownership of securities in a Private Placement, without first receiving written approval from the Compliance Officer; o acquire Beneficial Ownership of securities in an Initial Public Offering without first receiving written proval from the Compliance Officer; and o acquire Beneficial Ownership of securities of any closed-end fund advised by Bank of America. 3. Directorships and Officerships You may not serve as a director or officer of any publicly held company other than Bank of America without first receiving written approval from the Compliance Officer. 4. Codes of Ethics and General Policy on Insider Trading You must comply with Bank of America's Code of Ethics and General Policy on Insider Trading. Currently, you can find this document under Code of Ethics on the intranet links portion of Bank of America's Insite homepage. You also can contact the Compliance Officer for a copy. You also must comply with the requirements of any other Code of Ethics of a Bank of America affiliate to which you are subject. 4 5. Short-Term Trading Profits You may not profit on the purchase or sale, or sale and purchase, of the same (or equivalent) Covered Security within 30 calendar days. This restriction applies whether or not a Nations Fund, BAAI managed account or other BAAI client holds the security. 6. What is Beneficial Ownership? The restrictions on your personal securities transactions, including the restrictions on investing in Private Placements and Initial Public Offerings, apply to securities in which you have or would acquire Beneficial Ownership. Generally, you have Beneficial Ownership of any security in which you have a direct or indirect "pecuniary interest." In addition to any security that you own directly (either individually or jointly), you will be deemed to have a pecuniary interest in, and thus Beneficial Ownership of, any security held in an account over which you exercise investment control, as well as any security held in the name of your spouse, your domestic partner, your children that are minors and your adult children that live in your home. If you have any questions about whether you have or would have Beneficial Ownership of securities, ask the Compliance Officer. Note: The Compliance Officer may exempt securities in which you have Beneficial Ownership from the restrictions of this Code if he or she determines that you hold the securities in an account over which neither you nor any other Access Person has direct or indirect influence or control. 5 C. VIOLATIONS If you violate this Code, among other punishments, you may be censured or your employment suspended or terminated. You also may be required to divest to a charity the profits you made on any transactions that violate this Code. You have violated this Code if you: o take inappropriate advantage of your position; o fail to comply with the Code's specific requirements; or o take actions that the Code does not specifically prohibit but have the effect of accomplishing a prohibited transaction. For example, you may not: o engage in a futures strategy; o purchase or sell options; or o purchase or sell convertible or exchangeable securities in a transaction that has the economic effect of accomplishing a transaction prohibited by this Code. D. EXEMPTIONS Upon written request, the Compliance Officer may choose to exempt any personal securities transaction or other action from the restrictions of this Code, subject to such approval or ratification procedures as management of BAAI may require. 6 III. DEFINITIONS
- ---------------------------- -------------------------------------------------------------------------------- Term Meaning - ---------------------------- -------------------------------------------------------------------------------- - ------------------- ----------------------------------------------------------------------------------------- Access Person Any person BAAI deems to be an Access Person. BAAI will deem persons who meet the definition of "Access Person" for purposes of Rule 17j-1 under the Investment Company Act of 1940 or "Advisory Representative" for purposes of Rule 204-2 under the Investment Advisers Act of 1940 to be Access Persons for purposes of this Code. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- BAAI Banc of America Advisors, Inc. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Bank of America Bank of America Corporation or any subsidiary of Bank of America Corporation - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Beneficial Ownership Generally, a person has Beneficial Ownership of securities if he or she has a direct or indirect pecuniary interest in those securities. Specifically, Beneficial Ownership has the same meaning as set forth in Section 16 of and Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Compliance Officer The person designated by BAAI's Compliance Department as responsible for overseeing compliance with this Code. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- --------------------------------------------------------------------------------
- ---------------------------- -------------------------------------------------------------------------------- Covered A security for purposes of the Investment Security Company Act of 1940, except for any of the following: o Shares of Mutual Funds; o Bank certificates of deposit, commercial paper, bankers' acceptances and high quality, short-term debt instruments, including repurchase agreements; and o Direct U.S. government obligations and obligations f U.S. government agencies. Covered Securities therefore include stocks, bonds, debentures, notes, options on securities, warrants and rights, among other instruments. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Initial Generally, a company's first offer Public Offering of shares to the public. Specifically, an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Mutual Fund An open-end investment company registered under the Investment Company Act of 1940. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Private Placement Generally, an offering of securities that is not offered to the public. Specifically, an offering that is exempt from registration under the Securities Act of 1933 pursuant to Sections 4(2) or 4(6) or pursuant to Rules 504, 505 or 506 under the Securities Act of 1933. - ---------------------------- --------------------------------------------------------------------------------
8 EX-99.23(P)(3) 11 0011.txt BACAP CODE OF ETHICS BANC OF AMERICA CAPITAL MANAGEMENT, INC. CODE OF ETHICS Effective April 3, 2000 This Code of Ethics describes Banc of America Capital Management, Inc.'s rules about your personal investments. You also must read Bank of America's Code of Ethics and General Policy on Insider Trading. That Code includes all of Bank of America's general corporate policies, including its policies on insider trading. It is available on the intranet links portion of Bank of America's Insite homepage. You also may call the Compliance Department at (704) 388-5566 for a copy. Remember: You must comply with both this Code and the General Policy on Insider Trading. The Compliance Department would be happy to help you understand this Code. Please call (704) 388-5157 with any questions. I. INTRODUCTION A. DEFINITIONS This Code of Ethics uses defined terms, such as BACAP and Access Person. These defined terms are underlined in this Code and defined in Section III. B. WHY THIS CODE APPLIES TO YOU This Code applies to you because you owe special duties to shareholders of Nations Funds that are BACAP clients, BACAP's managed accounts and other BACAP clients. You should have received a letter telling you whether you are an Access Person or an Investment Person. Investment Persons have more restrictions on their personal investments than Access Persons. C. FORMS This Code refers to forms that you must fill out. Copies are attached. You also can get copies from the Compliance Officer at (704) 388-5566. D. SUMMARY This Code generally requires you to: o place the interests of BACAP clients first when making personal investments; o periodically report your trading and investments; o arrange to have confirmations and account statements from your securities accounts forwarded to Corporate Compliance; o avoid acquiring or (in certain cases) receive approval to acquire Beneficial Ownership in closed-end funds advised by Bank of America, Private Placements and Initial Public Offerings; o receive approval to act as a director or officer of a public company; o avoid profiting from short-term trades; 2 o preclear personal trades depending on your functions and duties and in certain cases the size of the trade; and o avoid trading in a Covered Security too close to when a Nations Fund, BACAP managed account or other BACAP client trades in the same security. 3 II. RULES AND POLICIES OF CONDUCT A. STATEMENT OF PRINCIPLES 1. Your Duties You must observe the highest professional and ethical standards. This means that you must: o place the interests of shareholders of the Nations Funds that are BACAP clients, BACAP managed accounts and other BACAP clients first when making your personal investments; and o invest so that there is no actual or potential conflict between your interests and those of shareholders of the Nations Funds that are BACAP clients, BACAP managed accounts and other BACAP clients. You have a position of trust and responsibility. You will have violated this Code if you take inappropriate advantage of this position. 2. Your Investments Bank of America encourages you to achieve your personal investment goals by investing in mutual funds. You may, however, trade directly in securities as long as you follow the restrictions of this Code and Bank of America's Code of Ethics and General Policy on Insider Trading. B. SPECIFIC REQUIREMENTS 1. Reporting Requirements Forms: You must complete, sign and submit to Corporate Compliance: o an Initial/Annual Employee Certification no later than 10 days after the commencement of your employment and 15 days after the end of each calendar year and o a Quarterly Employee Certification no later than 10 days after the end of each calendar quarter. Copies of these forms are attached as Form 1 and Form 2. 4 Account Statements: You must direct any broker, dealer or bank at which you maintain a securities account to forward copies of all confirmations and account statements to Corporate Compliance at: NC1-002-30-24 101 South Tryon Street 30th Floor Charlotte, NC 28255 2. Investment Restrictions You must not: o acquire Beneficial Ownership of securities in a Private Placement, without first receiving written approval from the Compliance Officer; o acquire Beneficial Ownership of securities in an Initial Public Offering without first receiving written approval from the Compliance Officer; and o acquire Beneficial Ownership of securities of any closed-end fund advised by Bank of America. 3. Directorships and Officerships You may not serve as a director or officer of any publicly held company other than Bank of America without first receiving written approval from the Compliance Officer. 4. Code of Ethics and General Policy on Insider Trading You must comply with Bank of America's Code of Ethics and General Policy on Insider Trading. Currently, you can find this document under Code of Ethics on the intranet links portion of Bank of America's Insite homepage. You also can contact the Compliance Officer for a copy. 5. Short-Term Trading Profits You may not profit on the purchase or sale, or sale and purchase, of the same (or equivalent) Covered Security within 30 calendar 5 days. This restriction applies whether or not a Nations Fund, BACAP managed account or other BACAP client holds the security. 6. Preclearance of Securities Transactions General Rule: You must preclear any personal transaction in any Covered Security. This means that before you trade any Covered Security, you must both complete, sign and submit a Preclearance Form (see the attached Form 3) as indicated in the form and receive approval of the transaction. Please note that preclearance of a trade does not ensure that the trade complies with all provisions of this Code. For example, if you trade in advance of a BACAP client's trade in a manner that violates the blackout restrictions described below, you will be deemed to have violated the Code even if you precleared the trade. If you are precleared, you must execute the trade during the day you receive the preclearance. Exceptions: i. You do not need to preclear automatic investments and reinvestments in dividend investment plans. This exception does not extend to optional investments and sales of securities held in dividend reinvestment plans. ii. Except as provided below, if you are an Access Person or an Investment Person, you may engage in a personal transaction or series of transactions in a Covered Security during any day without preclearing if the transaction or series of transactions is both for less than $10,000 worth of shares and for less than 1,000 shares. You may not rely on this exception if (a) you are an Investment Person trading in a Covered ecurity that a portfolio of a BACAP client (other than a portfolio whose investment strategy is to attempt to replicate the return of an investment index) has traded in the past seven days or will trade over the next seven days and (b) you manage or your investment team helps to manage that portfolio. 6 iii. You do not need to preclear any transaction in Bank of America's common stock or in options to purchase Bank of America's common stock. 7. Blackout Period General Requirement: You may not trade in a Covered Security on any day a Nations Fund that is a BACAP client, BACAP managed account or other BACAP client, other than a client whose principal investment strategy is to seek to replicate the performance of an investment index, has a pending buy or sell order in the same Covered Security. Additional Requirement For Investment Persons: As an Investment Person , you also may not execute any personal transaction in a Covered Security within seven calendar days before or after a portfolio you manage or your team helps to manage on behalf of BACAP, other than a portfolio whose principal investment strategy is to attempt to replicate the return of an investment index, executes a transaction in the same Covered Security. Exceptions to Blackout Period Requirements: i. Automatic investments and reinvestments in dividend investment plans are not subject to the blackout period. This exception does not extend to optional investments and sales of securities held in dividend reinvestment plans. ii. Except as provided below, you may engage in a personal transaction or series of transactions in a Covered Security during any day without complying with the general blackout period requirement if the transaction or series of transactions is both for less than $10,000 worth of shares and for less than 1,000 shares. You may not rely on this exception if you are an Investment Person and the additional blackout period requirement for Investment Persons would prohibit the transaction. iii. Transactions in Bank of America's common stock, or in options to purchase Bank of America's common stock, are not subject to the blackout period. 8. What is Beneficial Ownership? 7 The restrictions on your personal securities transactions, including the restrictions on investing in Private Placements and Initial Public Offerings, apply to any security in which you have or would acquire Beneficial Ownership. Generally, you have Beneficial Ownership of any security in which you have a direct or indirect "pecuniary interest." In addition to any security that you own directly (either individually or jointly), you will be deemed to have a pecuniary interest in, and thus Beneficial Ownership of, any security held in an account over which you exercise investment control, as well as any security held in the name of your spouse, your domestic partner, your children that are minors and your adult children that live in your home. If you have any questions about whether you have or would have Beneficial Ownership of securities, ask the Compliance Officer. Note: The Compliance Officer may exempt securities in which you have Beneficial Ownership from the restrictions of this Code if he or she determines that you hold the securities in an account over which neither you nor any other Access Person has direct or indirect influence or control. 8 C. VIOLATIONS If you violate this Code, among other punishments, you may be censured or your employment suspended or terminated. You also may be required to divest to a charity the profits you made on any transactions that violate this Code. You have violated this Code if you: o take inappropriate advantage of your position; o fail to comply with the Code's specific requirements; or o take actions that the Code does not specifically prohibit but have the effect of accomplishing a prohibited transaction. For example, you may not: o engage in a futures strategy; o purchase or sell options; or o purchase or sell convertible or exchangeable securities in a transaction that has the economic effect of accomplishing a transaction prohibited by this Code. D. EXEMPTIONS Upon written request, the Compliance Officer may choose to exempt any personal securities transaction or other action from the restrictions of this Code, subject to such approval or ratification procedures as management of BACAP may require. 9 III. DEFINITIONS
- ---------------------------- -------------------------------------------------------------------------------- Term Meaning - ---------------------------- -------------------------------------------------------------------------------- Access Person Any person BACAP deems to be an Access Person. BACAP will deem persons who meet the definition of "Access Person" for purposes of Rule 17j-1 under the Investment Company Act of 1940 or "Advisory Representative" for purposes of Rule 204-2 under the Investment Advisers Act of 1940 to be Access Persons for purposes of this Code. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- BACAP Banc of America Capital Management, Inc. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Bank of America Bank of America Corporation or any subsidiary of Bank of America Corporation - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Beneficial Ownership Generally, a person has Beneficial Ownership of securities if he or she has a direct or indirect pecuniary interest in those securities. Specifically, Beneficial Ownership has the same meaning as set forth in Section 16 of and Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Compliance The person designated by BACAP's Compliance Officer Department as responsible for overseeing compliance with this Code. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Covered Security A security for purposes of the Investment Company Act of 1940, except for any of the following: o Shares of Mutual Funds; o Bank certificates of deposit, commercial paper, bankers' acceptances and high quality, short-term debt instruments, including repurchase agreements; and o Direct U.S. government obligations and obligations of U.S. government agencies. Covered Securities therefore include stocks, bonds, debentures, notes, options on securities, warrants and rights, among other instruments. - ---------------------------- --------------------------------------------------------------------------------
10
- ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Initial Generally, a company's first offer Public of shares to the public. Specifically, an offering Offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Investment Person Any associate BACAP deems to be an Investment Person. Generally, BACAP will deem any associate that has the power, or is a member of a team that has the power, to authorize a change in the composition of a portfolio managed by BACAP to be an Investment Person. BACAP also will deem any associate that trades securities on behalf of BACAP to be an Investment Person. For purposes of this Code, traders will be deemed to "manage" the portfolios of BACAP clients that use the trader's trading desk to trade securities. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Mutual An open-end investment company registered Fund under the Investment Company Act of 1940. - ---------------------------- -------------------------------------------------------------------------------- - ---------------------------- -------------------------------------------------------------------------------- Private Generally, an offering of securities that Placement is not offered to the public. Specifically, an offering that is exempt from registration under the Securities Act of 1933 pursuant to Sections 4(2) or 4(6) or pursuant to Rules 504, 505 or 506 under the Securities Act of 1933. - ---------------------------- --------------------------------------------------------------------------------
11 EX-99.23(P)(4) 12 0012.txt CHICAGO EQUITY CODE OF ETHICS Title: CHICAGO EQUITY PARTNERS CODE OF ETHICS Section: GENERAL Ref. No.: A-01 Adopted/Revised: May 1, 2000 =============================================================================== Under the terms of the Investment Advisers Act of 1940, Chicago Equity Partners LLC (Chicago Equity Partners) has a fiduciary relationship in providing investment management services to its clients. This Code of Ethics shall govern all associates and directors of Chicago Equity Partners. General Policy Associates shall conduct themselves with integrity and act ethically in their dealings with clients, the public and fellow associates. All associates will comply with the AIMR Code of Ethics (Exhibit A). Compliance with Laws and Regulations Associates shall maintain knowledge of and shall comply with all applicable laws and regulations of any governing agency or self-regulatory organization, and shall comport himself or herself in conformity with standards or conduct promulgated by applicable professional or financial organizations. Prohibition Against Use of Material Nonpublic Information Associates shall comply with all government laws and regulations and Chicago Equity Partners' policies and procedures relating to the use and communication of material nonpublic information. Associates shall not trade securities while in possession of, nor communicate, material nonpublic information in breach of a duty, or if the information is misappropriated. - -------------------------------------------------------------------------------- A-01 Page 1 of 3 Responsibility of Management and Associates Management of Chicago Equity Partners shall establish, maintain and enforce this Code of Ethics and relevant policies and procedures designed to implement the standards hereunder, to prevent the breach of any applicable laws and regulations. Compliance is an individual responsibility. Failure to comply with all rules and regulations will result in penalties up to and including termination. Investment Management Associates of Chicago Equity Partners engaged in any facet of investment management of client accounts shall exercise diligence and thoroughness in making investment recommendations, avoiding material misrepresentations, and maintaining records to support the reasonableness of any such actions. Such associates shall deal fairly with all clients in disseminating investment recommendations and taking investment actions. Priority of Transactions Associates shall ensure that transactions for clients shall have priority over transactions in securities or other investments in which associates have beneficial interests. Management of Chicago Equity Partners shall take appropriate measures to ensure that all associates abide by the highest ethical standards, in conformity with all applicable government laws and regulations, as well as Chicago Equity Partners' policies and procedures. Conflicts of Interest Associates shall make every effort to avoid even the appearance of conflict of interest in the conduct of their duties. Associates of Chicago Equity Partners shall disclose to clients any conflict of interest. Preservation of Confidentiality Associates shall preserve the confidentiality of information communicated by the client concerning matters within the scope of the confidential relationship. - -------------------------------------------------------------------------------- A-01 Page 2 of 3 Professional Misconduct Associates shall not commit any felony or other criminal act that upon conviction materially reflects adversely on his/her honesty or trustworthiness, nor shall he or she engage in conduct involving dishonesty, fraud, deceit or misrepresentation. - -------------------------------------------------------------------------------- A-01 Page 3 of 3 EX-99.23(P)(5) 13 0013.txt GARTMORE CODE OF ETHICS - --------------- ------------------------------- ---------------- -------------- Title: CODE OF ETHICS Section: COMPLIANCE - --------------- ------------------------------- ---------------- -------------- - ------------------------------ ---------------- ---------------- -------------- Adopted/Revised: 3/97 Ref. No. A-2 - ------------------------------ ---------------- ---------------- -------------- Pertinent Regulation: The Code of Ethics shall govern all associates of Gartmore Global Partners. General Policy Associates shall conduct themselves with integrity and act ethically in dealings with clients, the public and fellow associates. In addition, associates are subject to their respective parent employer's code of ethics and managers of Nations Funds mutual fund portfolios must abide by the Nations Funds code of ethics. Compliance with Laws and Regulations An associate shall maintain knowledge of and shall comply with all applicable laws and regulations of any governing agency or self-regulatory organization, and shall comport himself or herself in conformity with standards or conduct promulgated by applicable professional and/or financial organizations. Prohibition Against Use of Material Nonpublic Information An associate shall comply with all government laws and regulations and GGP policies and procedures relating to the use and communication of material nonpublic information. An associate shall not trade securities while in possession of, nor communicate, material nonpublic information. Responsibility of Management Management of GGP shall establish, maintain and enforce this Code of Ethics and relevant policies and procedures, designed to implement the standards hereunder, to prevent the breach of any applicable laws and regulations. - -------------------------------------------------------------------------------- Exhibit D11-B Page 1 of 6 Investment Management Associates of GGP engaged in any facet of investment management of client accounts shall exercise diligence and thoroughness in making investment recommendations, avoiding material misrepresentations, and maintaining records to support the reasonableness of any such actions. Such associates shall deal fairly with all clients in disseminating investment recommendations and taking investment actions. Priority of Transactions Associates shall ensure that transactions for clients shall have priority over transactions in securities or other investment in which associates have beneficial interests. Management of GGP shall take appropriate measures to ensure that all associates abide by the highest ethical standards, in conformity with all applicable government laws and regulations, as well as GGP policies and procedures. Conflicts of Interest Associates shall make every effort to avoid even the appearance of conflict of interest in their arrangements with clients. Associates and GGP shall disclose to clients any material conflict of interest that would impair the ability to render unbiased and objective advice. Preservation of Confidentiality Associates shall preserve the confidentiality of information communicated by the client concerning matters within the scope of the confidential relationship. Professional Misconduct An associate shall not commit a criminal act that upon conviction materially reflects adversely on his honesty or trustworthiness, nor shall he or she engage in conduct involving dishonesty, fraud, deceit or misrepresentation. - -------------------------------------------------------------------------------- Exhibit D11-B Page 1 of 6 - --------------- ---------------------------------- ---------------- ----------- Title: PERSONAL DEALING (PERSONAL SECURITIES Section: COMPLIANCE TRANSACTIONS) - --------------- ---------------------------------- ---------------- ----------- - ------------------------------ ------------------- ---------------- ----------- Adopted/Revised: 8/00 Ref. No. D-11 - ------------------------------ ------------------- ---------------- ----------- Pertinent Regulation: Investment Advisers Act Rule 204-2(a)(13) Investment Company Act of 1940 17(j)-1 Investment Advisers Act of 1940 204A, 203(e) and (f) All staff must follow the GGP Code of Ethics, and the GGP Personal Securities Trading Guidelines ('the Guidelines'). 1. All associates in Charlotte and New York must provide the Compliance Office in Conshohocken, PA with duplicate copies of their brokerage statements and confirmations of trades (deals), and must comply the GGP Personal Securities Trading Guidelines set forth in Exhibit D11-C. 2. All associates in London and Tokyo must conduct their personal deals through the Gartmore Trading Desk, and must comply with the Gartmore Code of Ethics, and Personal Account Trading (Dealings) Guidelines set forth in Exhibit D11-B. 3. All associates must complete quarterly Personal Securities Statements and annual reports. Charlotte and New York associates shall report to Conshohocken, and London and Tokyo associates shall report to London. The Rules extend not only to your share dealing (trading) but also to the share dealing (trading) of persons and companies connected with you. Refer to: o Policy A-2 GGP Code of Ethics o Exhibit D11-B GGP Personal Securities Trading Guidelines - London and Tokyo - -------------------------------------------------------------------------------- Exhibit D11-B Page 1 of 6 o Exhibit D11-C GGP Personal Securities Trading Guidelines - Charlotte and New York - -------------------------------------------------------------------------------- Exhibit D11-B Page 1 of 6 - --------- ----------------------------------------- ---------------- ----------- Title: GGP PERSONAL SECURITIES TRADING Section: EXHIBITS GUIDELINES - LONDON AND TOKYO - --------- ----------------------------------------- ---------------- ----------- - ------------------------ -------------------------- ---------------- ----------- Adopted/Revised: 8/00 Ref. No. Exhibit D11-B - ------------------------------ -------------------------- ---------------- ---- GARTMORE GLOBAL PARTNERS PERSONAL SECURITIES TRADING (DEALING) GUIDELINES (London and Tokyo Employees) 1. PERSONAL ACCOUNT DEALING RULES Quite apart from the need to put in place procedures which support the law on insider dealing, it is essential that the fund management groups such as Gartmore have comprehensive personal dealing rules to ensure that potential conflicts of interest are avoided wherever possible and correctly dealt with if they nevertheless occur. This section comprises the Gartmore group's personal dealing rules ("The Rules"). The Rules, which go beyond the statutory insider dealing provisions, apply to all directors and staff (together referred to here as "employees") of all UK Gartmore companies - including companies not authorized by the Financial Services Act. Even though a statutory offence may not be involved, an employee should not use for his own advantage, or pass on to others, information that has come into his possession which is likely upon publication to affect the market prices of securities. For example, an employee should regard as strictly confidential, information he has obtained concerning large dealings or projected dealings in securities. - -------------------------------------------------------------------------------- Exhibit D11-B Page 1 of 6 Aside from any other requirement of these rules, an employee should always satisfy himself that he is free to deal in a security before dealing in it. If any employee is in any doubt as to whether he should deal in a security, he must consult with the person pre-clearing the transaction, or the Compliance Department. The Rules: 1.1 Purpose These Rules were designed to provide rules governing the purchase and sale of individual securities by employees of all UK Gartmore companies. They apply to purchases and sales of securities and their derivatives including financial spread bets unless specifically exempted below. - -------------------------------------------------------------------------------- Exhibit D11-B Page 1 of 6 1.2 Pre-clearance of trading An employee must obtain specific prior consent every time he wished to deal for his own account (including applications for new issues and public offers not prohibited below and unless a general exception has been authorized by the Compliance department). Before dealing, your completed application for approval to deal form must be submitted to the appropriate dealing desk, e.g. US Securities - US Desk, UK Securities - UK Desk etc. Each trading desk will maintain a list of restricted securities and providing this trade does not conflict with Gartmore or it's clients, your application to deal form will be approved. Additional consent from the Gartmore Investment Management plc Board is required for all personal account trading and as such, will be given by individuals as designated from time to time by the Gartmore Investment Management plc Board (currently any member of that Board or alternatively, Jane Thornton, Colin Hodges and Paul Chavasse). All trades must be executed within 24 hours of the Dealer clearing the transaction (having also received approval of Main Board or its nominees as specified above). Exemption to the Pre-clearance of Trading Rule include discretionary managed accounts; receipt of windfall shares; and shares resulting from take-overs you are required to provide details to the Compliance department as soon as practicable. 1.3 Application Employees must report all securities transactions in which they have a direct or indirect beneficial interest and, in addition, dealings by persons whose judgement the employee can reasonably be expected to influence. This will include, for example, an employees' spouse or partner, all of their children under the age of 18, and any trust, private company or arrangements with another party in which the employee or spouse has an effective voice in investment decisions. (These persons are also referred to here as "employees"). 1.4 Exempt securities - -------------------------------------------------------------------------------- Exhibit D11-B Page 2 of 6 These rules do not apply to individual purchases or sales of the following securities: o Units in UK authorized unit trusts, units or shares in overseas unit trusts and similar open-ended investment vehicles where the unit or share price is determined by reference to the net asset value rather than by supply and demand. o Money market instruments. o US and UK government securities o Short term US government agency securities and short term securities guaranteed by the US government or its agencies o Derivative securities of any of the above instruments. - -------------------------------------------------------------------------------- Exhibit D11-B Page 2 of 6 o Investments (such as foreign exchange transactions) which are not securities. o Spread Bets on sporting events only 1.5 Black Out Periods No fund manager may purchase or sell securities for their own account within seven calendar days before the fund he/she manages (or a member of his/her team manages) trades in that security. If it transpires a fund manager trades for his own account and is then required to trade in the best interests of the client for example, because of a subsequent corporate action, he must disclose the conflict and stand aside form making the subsequent investment decision for the client. 1.6 Short Term Trading Short term or speculative dealings are discouraged and securities bought or sold may not be sold or repurchased within 30 calendar days without specific permission from an authorized signatory. The giving of permission will normally only be considered in the case of windfall shares, certain corporate actions and in extreme personal circumstances. Employees failing to adhere to the Short Term Trading Rule will be required to disgorge all profits arising on purchase and sales within the 30 calendar days to a charity of their choice. This prohibition includes any derivative or market equivalent in that security and is not contingent on the security being held by a client fund. 1.7 Other Prohibited Transactions - -------------------------------------------------------------------------------- Exhibit D11-B Page 3of 6 Employees may not acquire securities through initial public offerings except where the security being purchased is part of a tranche available for sale in the United Kingdom to individuals. Employees may not acquire investments in private placement securities (being both unquoted securities or other private placements conducted as part of initial public offering) unless the transaction is specifically pre-cleared by an executive member of the Gartmore Investment Management Board and, in addition, is countersigned by Compliance and provided that "The investment opportunity is not reserved for any clients of the firm the opportunity is not being offered to the employee by virtue of his position within the firm. In addition, if an employee is subsequently involved in the decision to purchase the security for any client, he must disclose his holding to senior management before investing on behalf of the client." Employees may, at certain times (such as the `closed period') be prohibited from dealing in certain specified securities such as National Westminster Bank Plc, and certain closed-end funds for which Gartmore acts as investment adviser or manager. You should note that the additional checks required may lead to delays in execution. An employee may not carry out transactions which he cannot afford to settle if called upon to do so at any time. - -------------------------------------------------------------------------------- Exhibit D11-B Page 3 of 6 1.8 Funds Managed by Gartmore Employees should avoid action, which involves, or might seem to involve, a conflict of interest between himself and a fund, which any Gartmore company manages. An employee must not deal in the securities of a company when he is aware that a fund managed by Gartmore is currently buying or selling a security of that company or that consideration is being given as to whether or not to do so. Once the fund has completed its order or decided not to deal, the employee may, subject to complying with the other provision of these Rules, deal. Note: These restrictions apply to an offer of a placing if there is an unsatisfied demand for the securities among client funds under management. An employee must not undertake personal deals directly with a fund Gartmore is managing nor execute put-throughs between himself and any such fund. Employees should not deal in the securities of a company whose funds are managed by Gartmore in the two-month period prior to the announcement of interim figures or the preliminary announcement of the annual figures. (Please note that `a company whose funds we manage' does not include `a company whose pension scheme's fund we manage'.) Of course, if the employee has unpublished price sensitive information about the company he must not deal at all. 1.9 Broker to be Used Employees will be responsible for setting up their own brokerage and settlement accounts and after clearance of any proposed investment should execute their personal dealing instructions via their nominated broker(s). - -------------------------------------------------------------------------------- Exhibit D11-B Page 4 of 6 Note: Settlement will remain the responsibility of each employee. Employees may not request or receive from a broker financial accommodation or special dealing facilities. The employees may not request or receive from a broker financial accommodation or special dealing facilities. The employee must arrange that the broker(s) or other dealer(s) through whom he effects personal dealings immediately sends, on each occasion on which the employee deals, a duplicate contract note to Compliance. This provision must be confirmed with the broker by way of sending the attached letter, a copy of which should be signed and dated by the broker and returned direct to the Compliance Officer. 1.10 Disciplinary Procedures for non-compliance Failure by an employee to ensure the reporting of a personal transaction or a breach of these rules in any other way will be treated as a matter, which may result in summary dismissal. - -------------------------------------------------------------------------------- Exhibit D11-B Page 4 of 6 1.11 Confidentiality Please note that all personal deals will remain confidential between the employee, the executive members of the Gartmore Investment Management plc Board, Jane Thornton, Colin Hodges or Paul Chavasse together with the Compliance Department. No details will be disclose to anyone else unless one or other of these persons is required by law or a regulator to disclose such information. 1.12 Gartmore Global Partners Annual Listing of Assets Quarterly, all employees of Gartmore Global Partners subject to these Rules will provide to the Compliance officer a statement of securities held. Such a statement will also be obtained when an individual commences employment in these areas. 1.13 Monitoring and Disclosure The London based Compliance Officer will monitor the observance of these rules and is authorized to modify these requirements upon proper disclosure and under appropriate circumstances. - -------------------------------------------------------------------------------- Exhibit D11-B Page 5 of 6 2 PERSONAL ACCOUNT DEALING PROCEDURES IN SUMMARY PERSONAL ACCOUNT DEALING PROCEDURES (i) Employees wishing to deal must arrange their own brokerage and settlement accounts, ensuring that a standard confirmation is provided to the broker who should sign, date and return the confirmation to the London Compliance Officer. (ii) The employee must complete the proforma "PA Approval to Deal" slip for approval to deal in securities, including confirmation that he or she has complied with the Personal Account Dealing Rules, and, in the case of Fund Mangers, that the transaction does not conflict with other client transactions and submit the PA Approval to deal slip to the appropriate Dealing Desk, e.g. US Securities - US Desk, UK Securities - UK Desk, etc. (iii) The dealer will check and disclose if he is aware of any proposed dealing in the security of any other known conflict. (iv) The employee must then seek written approval from a member of the Main Board or its nominees (currently, Jane Thornton, Colin Hodges and Paul Chavasse) - -------------------------------------------------------------------------------- Exhibit D11-C Page 14 of 18 (v) Approval will be effective for 24 hours from the time the dealer clears the transaction in (iii) above. (vi) The complete PA Approval to Deal Slip must be sent to the Head of Compliance where it will be matched with the contract note from the broker. (vii) The employee is then free to execute the deal with his nominated broker. Please note (v) above. - -------------------------------------------------------------------------------- Exhibit D11-C Page 15 of 19 - --------------- --------------------------------------- ---------------- ------- Title: GGP PERSONAL SECURITIES TRADING Section: EXHIBITS GUIDELINES - CHARLOTTE AND NEW YORK - ---------- --------------------------------------- ---------------- ------------ - ------------------------------ ------------------------ ---------------- ------- Adopted/Revised: 8/00 Ref. No. Exhibit D11-C - ------------------------------ ------------------------ ---------------- ------- GARTMORE GLOBAL PARTNERS INVESTMENT MANAGEMENT (Charlotte and New York Employees) PERSONAL SECURITIES TRADING GUIDELINES Each associate of Gartmore Global Partners (GGP) located in Charlotte and New York is subject to the GGP Codes of Ethics. This code specifically states that "Associates must never make changes in their personal investments on the basis sof confidential information relating to GGP activity on behalf of its clients. The GGP Code of Ethics Policy also incorporates the GGP Policy on Insider Trading. No associate will trade for their personal account based on knowledge of trades by a style team or fund manager. GGP associates are expected to maintain the highest standards of personal integrity in regard to any personal securities activity. The mere appearance of impropriety is to be avoided due to the position of public trust in which GGP operates. I. GENERAL GUIDELINES A. PURPOSE. These guidelines are designed to provide rules governing the purchase and sale of individual securities by associates who have access to sensitive investment information. They apply to all purchases and sales of securities and their derivatives unless specifically exempted below. B. INDIVIDUAL TRADING. Associates are encouraged by management to use mutual funds for personal investment purposes. However, associates are permitted to trade in individual securities as long as they observe these guidelines. C. APPLICATION. All associates must report all securities transactions in which they have a direct or indirect beneficial interest. D. EXEMPT SECURITIES. These guidelines do not apply to individual purchases or sales in the following securities: 1. Open-end mutual funds whether proprietary or non proprietary. 2. Money market instruments. - -------------------------------------------------------------------------------- Exhibit D11-C Page 16 of 19 3. U.S. Government securities. 4. Short term U.S. Government agency securities and short term securities guaranteed by the U.S. Government or its agencies. 5. Derivative securities of any of the above instruments. E. ORGANIZATION APPLICATION. 1. Sections F, G and H of these guidelines shall apply only to any investment associates located in Charlotte or New York, including any members of investment style teams and any senior portfolio managers as designated by the Chief Investment Officer, as well as any investment personnel who would be considered "access "1 persons under the Investment Company Act of l940, or "advisory representatives"2 under the Investment Advisers Act of l940, as well as other associates who might come into possession of sensitive investment information. F. STOCK PURCHASES. The first time a stock is added to any common trust fund or to a mutual fund (other than an index fund), managed by GGP, no personal purchases of the security will be permitted for 15 calendar days. 1. The first time a stock is added to a common trust fund or to a mutual fund, the clock starts to run anew. For example, if ABC was added to the International Equity Fund on March 3, the 15-day clock would begin. If on March 10, ABC was added to the Emerging Markets Fund, the 15-day clock would begin again. No one could buy ABC from March 3 until 15 days after March 10. - ---------- (1) Rule 17j-1(c)(1)(iii) of the Investment Company Act defines an "access" person as any director, officer, general partner, or advisory person of the investment adviser who, with respect to any registered investment company, makes any recommendation, participates in the determination of which recommendation shall be made, or whose principal function or duties relate to the determination of which recommendation shall be made to any registered investment company; or who, in connection with his duties, obtains any information concerning securities recommendations being made by such investment adviser to any registered investment company; or who, in connection with his duties, obtains any information concerning securities recommendations being made by such investment adviser of any registered investment company. (2) Advisory Representatives as defined under the Investment Advisers Act of 1940 means any person who, for compensation, engages in the business of advising, either directly or through publications, as to the value of securities or as to the advisability of investing in, purchasing or selling securities or who, for compensation and as a part of regular business issues or promulgates analyses or reports concerning securities. - -------------------------------------------------------------------------------- Exhibit D11-C Page 17 of 19 G. STOCK SALES. When a final sales order is placed for elimination of a holding from any common trust fund or a mutual fund by GGP, (other than an index fund), no personal sale of the security can be made for 15 calendar days. 1. When a final sales order is placed for elimination of a holding from a fund, the clock starts to run anew. For example, if ABC was deleted from the International Equity Fund on March 3, the 15-day clock would begin. If on March 8, ABC was deleted from the Emerging Markets Fund, the 15-day clock would begin again. No one could sell ABC from March 3 until 15 days after March 8 or March 24. H. BLACK OUT PERIODS. In addition to the purchase and sale restrictions noted above, no Fund manager may purchase or sell a security for their own account within seven (7) calendar days before and after the fund he/she manages trades in that security. I. SHORT TERM TRADING. Associates may not profit from the purchase and sale, or sale and purchase, of the same securities within a period of 60 calendar days. This prohibition includes any derivative or market equivalent of the security. Profits recognized on short term trades ( i.e., trades made within a 60 day period) will be required to be disgorged. This prohibition applies to any trade of the associate and is not contingent on the security being held by a fund. J. OTHER PROHIBITED TRANSACTIONS 1. Associates subject to these guidelines are prohibited from acquiring securities through private placements or initial public offerings. 2. U.S. based associates may not purchase foreign securities, ADR's or GDR's traded on US exchanges, without the prior written approval of the Conshohocken Compliance Officer. 3. The provisions of section H, I, and J include transactions in corporate and municipal bonds. K. BROKERAGE STATEMENTS. Associates subject to these guidelines are required to provide the Compliance Office with copies of their brokerage statements and trading confirmations. L. ANNUAL LISTING OF ASSETS. In January of each year, all associates subject to these Guidelines will provide to the Compliance Office a statement of assets. Such a - -------------------------------------------------------------------------------- Exhibit D11-C Page 18 of 19 statement will also be obtained when an individual commences employment in these areas. II. MONITORING AND DISCLOSURE The Compliance Officer will monitor the observance of these guidelines and is authorized to modify these requirements upon proper disclosure and under appropriate circumstances. - -------------------------------------------------------------------------------- Exhibit D11-C Page 19 of 19 EX-99.23(P)(6) 14 0014.txt STEPHENS CODE OF ETHICS CODE OF ETHICS Adopted Under Rule 17j-1 Stephens Inc. ("Stephens") is confident that its officers, directors and employees act with integrity and good faith. Stephens recognizes, however, that personal interests may conflict with the interests of the various investment companies advised by an affiliate of Bank of America Corporation (the "Funds"), where certain Stephens personnel ("Access Persons"): o know about any of the Funds' present or future portfolio transactions; or o have the power to influence portfolio transactions made by or for any of the Funds; and o engage in personal transactions in securities. In an effort to prevent any conflicts from arising, and in accordance with Rule 17j1(b)(1) under the Investment Company Act of 1940, Stephens has adopted this Code of Ethics to prohibit transactions that create, may create, or appear to create conflicts of interest, and to establish reporting requirements and enforcement procedures. I. About this Code of Ethics. Stephens adopts as a Code of Ethics the principles contained in the Code of Ethics of the Nations Funds Family, which is attached hereto as Exhibit A (the "Nations Funds Code"). II. Who is covered by the Code of Ethics? All Stephens officers and directors who, in the ordinary course of business, make, participate in or obtain information (other than publicly disclosed information) regarding the purchase or sale of a security by any of the Funds, or make recommendations to any of the Funds regarding such purchases or sales. III. Statement of General Principles. In recognition of the trust and confidence placed in Stephens by the Funds and their shareholders, and because Stephens believes that its operations should benefit the Funds' shareholders, Stephens has adopted the following general principles to guide its Access Persons: (1) The interests of the Funds' shareholders are paramount. You must place shareholder interests before your own. (2) You must accomplish all personal securities transactions in a manner that avoids even the appearance of a conflict of your personal interests with those of the Funds and their shareholders. (3) You must avoid actions or activities that allow (or appear to allow) you or your family to profit or benefit from your positions with the Funds, or that bring into question your independence or judgment. IV. Required Course of Conduct. Stephens has determined that all Access Persons under this Code of Ethics are also subject to the Nations Funds Code. Accordingly, as an Access Person, you must comply with the Nations Funds Code and with its reporting requirements. V. Review and Enforcement of the Nations Funds Code. (1) The Review Officer's Duties and Responsibilities. A Review Officer will be appointed by Stephens to perform the following duties: (A) The Review Officer will receive copies of the reports that the Access Persons file with the Funds, and will confer at least quarterly with the Funds' Review Officer to determine compliance by the Access Persons with the Nations Funds Code. (B) If the Review Officer determines that a Nations Funds Code violation may have occurred, the Review Officer must submit the determination and any explanatory material provided by the person to the Stephens Ethics Committee. The Stephens Ethics Committee will independently determine whether the person violated the Nations Funds Code. (2) Sanctions. If the Stephens Ethics Committee finds that the person violated the Nations Funds Code, the Stephens Ethics Committee will impose upon the person sanctions that it deems appropriate. VI. Recordkeeping. Stephens will maintain records as set forth below. These records will be available for examination by representatives of the Securities and Exchange Commission. (1) A copy of this Code of Ethics and any other code which is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place; (2) A list of all persons who are, or within the past five years have been, required to submit reports under this Code of Ethics will be maintained in an easily accessible place; (3) A copy of each report made by an Access Person under this Code of Ethics will be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and (4) A record of any Nations Funds Code violation and of any sanctions imposed will be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurred. VII. Miscellaneous. Periodic Review and Reporting. The Review Officer of Stephens will report to the Board of Directors of each of the Funds at least annually as to the operation of this Code of Ethics and will address in any such report the need (if any) for further changes or modifications to this Code of Ethics. Adopted this _____ day of February, 2000. -----END PRIVACY-ENHANCED MESSAGE-----