AMENDED AND RESTATED CUSTODY AGREEMENT

                  THIS AGREEMENT is made as of the 2nd day of July, 2001 by and
between The Bank of New York, a New York corporation authorized to do a banking
business ("Custodian"), and Nations Funds Trust, a Delaware business trust (the
"Trust").

                                   WITNESSETH

                  WHEREAS, the Trust is a registered open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

                  WHEREAS, by a Custody Agreement made as of the 14th day of
February, 2000 (the "Original Custody Agreement") the Trust retained Custodian
to serve as custodian for the Trust, on behalf of its portfolios listed on
Schedule I (individually a "Fund" and collectively the "Funds") and to provide
the services described therein, and Custodian agreed to serve and to provide
such services; and

                  WHEREAS, the Trust and Custodian desire to amend and restate
the Original Custody Agreement in a single agreement (hereinafter the
"Agreement");

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the Trust and Custodian hereby agree as follows:

         1.       APPOINTMENT. The Trust hereby appoints Custodian to act as
custodian of its portfolio securities, cash and other property on the terms set
forth in this Agreement. Custodian accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 23 hereof. Custodian agrees to comply with all relevant provisions
of the 1940 Act and applicable rules and regulations thereunder.

         The Trust may from time to time issue separate series or classes, and
classify and reclassify shares of any such series or class. The Trust shall
promptly specify to Custodian in writing such series or classes, or any
reclassification and thereafter Custodian shall identify to each such series or
class Property, as hereinafter defined, belonging to such series or class, and
such reports, confirmations and notices to the Trust as are called for under
this Agreement shall identify the series or class to which such report,
confirmation or notice pertains.

         2.       DELIVERY OF DOCUMENTS. The Trust has furnished Custodian with
copies properly certified or authenticated of each of the following:



                  (a)      votes of the Trust's Board of Trustees authorizing
                           the appointment of Custodian as custodian of
                           portfolio securities, cash and other property of the
                           Trust, respectively, and approving and consenting to
                           this Agreement;

                  (b)      schedules identifying and containing the signatures
                           of all of the Trust's officers and any other persons
                           authorized to issue Oral Instructions and to sign
                           Written Instructions, as hereinafter defined, on
                           behalf of the Funds of the Trust;

                  (c)      the Trust's current registration statement on Form
                           N-1A (the "Registration Statement") under the
                           Securities Act of 1933, as amended (the "1933 Act"),
                           and under the 1940 Act (File Nos. 333-89661 and
                           811-09645), as filed with the Securities and Exchange
                           Commission (the "SEC"), relating to the Funds' shares
                           of beneficial interest, without par value (the
                           "Shares");

                  (d)      the current prospectus(es) and statement(s) of
                           additional information of each of the Funds,
                           including all amendments and supplements thereto
                           (collectively the "Prospectuses"); and

                  (e)      a copy of the opinion of counsel for the Trust, filed
                           with the SEC as part of the Trust's current
                           Registration Statement.

                  The Trust will furnish Custodian from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to any of the foregoing, if any.

         3.       DEFINITIONS.

                  (a)      "Authorized Person". As used in this Agreement, the
term "Authorized Person" means any of the Trust's officers, and any other
person, whether or not any such person is an officer or employee of the Trust,
duly authorized by the Board of Trustees of the Trust to give Oral and Written
Instructions to Custodian on behalf of the Trust and listed on a schedule
provided to Custodian pursuant to Section 2 of this Agreement. Authorized
Persons duly authorized by the Board of Trustees of the Trust to buy and sell
foreign currency on a spot and forward basis and options to buy and sell foreign
currency are denoted by an asterisk thereon.

                  (b)      "Book-Entry System". As used in this Agreement, the
term "Book-Entry System" means the Federal Reserve/Treasury book-entry system
for United States and federal agency securities, its successor or successors and
its nominee or nominees and any book-entry system maintained by a clearing
agency registered with the SEC under Section 17A of the Securities Exchange Act
of 1934 (the "1934 Act").

                                      I-2


                  (c)      "Composite Currency Unit". Shall mean the European
Currency Unit or any other composite unit consisting of the aggregate of
specified amounts of specified Currencies as such unit may be constituted from
time to time.

                  (d)      "Currency". Shall mean money denominated in a lawful
currency of any country or the European Currency Unit.

                  (e)      "FX Transaction". Shall mean any transaction for the
purchase by one party of an agreed amount in one Currency against the sale by it
to the other party of an agreed amount in another Currency.

                  (f)      "Instructions". Shall mean instruction communications
transmitted by appropriately safeguarded (whether by password protection or
other means) electronic or telecommunications media including but not limited to
S.W.I.F.T., LASER, computer-to-computer interface, dedicated transmission line
and tested telex.

                  (g)      "Oral Instructions". As used in this Agreement, the
term "Oral Instructions" means oral instructions actually received by Custodian
from an Authorized Person or from a person reasonably believed by Custodian to
be an Authorized Person.

                  (h)      "Officer's Certificate". The term "Officer's
Certificate" as used in this Agreement means instructions delivered by hand,
mail, tested telegram, cable, telex, or facsimile sending device, and actually
received by Custodian signed or reasonably believed by Custodian to be signed by
two officers of the Trust listed on a schedule provided to Custodian pursuant to
Section 2 of this Agreement.

                  (i)      "Property". The term "Property", as used in this
Agreement, means:

                           (i)      any and all securities and other property of
the Trust which the Trust may from time to time deliver to Custodian, as
applicable, or which Custodian may from time to time hold for the Trust;

                           (ii)     all income in respect of any securities or
other property described in immediately preceding clause (i);

                           (iii)    all proceeds of sales of any of such
securities or other property described in preceding clause (i) actually received
by Custodian; and

                           (iv)     proceeds of the sale of Shares received by
Custodian from time to time from or on behalf of the Trust.

                  (j)      "Securities Depository". As used in this Agreement,
the term "Securities Depository" shall not include any Eligible Securities
Depository as defined in Paragraph 27B hereof and shall mean The Depository
Trust Company, a clearing agency

                                      I-3


registered with the SEC or its successor or successors and its nominee or
nominees; and shall also mean any other registered clearing agency, its
successor or successors specifically identified in a certified copy of a vote of
the Trust's Board of Trustees approving deposits by Custodian therein.

                  (k)      "Written Instructions". As used in this Agreement,
"Written Instructions" means instructions delivered by hand, mail, tested
telegram, cable, telex, or facsimile sending device, and actually received by
Custodian, signed or reasonably believed by Custodian to be signed by an
appropriate number of Authorized Person(s), and the term Written Instructions
shall also include Instructions, except that Instructions need not be signed or
reasonably believed to be signed by any Authorized Person(s) where such
Instructions are transmitted by Software pursuant to Paragraph 26A. A fax
receipt or comparable confirmation of transmission of any Written Instructions
shall be deemed evidence of actual receipt by Custodian.

         4.       DELIVERY AND REGISTRATION OF THE PROPERTY. The Trust shall
deliver or cause to be delivered to Custodian all securities and all monies
owned by the Funds, including cash received for the issuance of Shares, at any
time during the period of this Agreement, except for securities and monies to be
delivered to any sub-custodian appointed, with approval of the Trust, by
Custodian pursuant to Paragraphs 7, 27, or 28(g) hereof. Custodian will not be
responsible for such securities and such monies until actually received by it.
All securities delivered to Custodian or any such sub-custodian (other than in
bearer form) shall be registered in the name of the Fund or in the name of a
nominee of a Fund or in the name of Custodian or any nominee of Custodian (with
or without indication of fiduciary status) or in the name of any sub-custodian
or any nominee of such sub-custodian appointed, with approval of the Trust,
pursuant to Paragraphs 7, 27, or 28(g) hereof or shall be properly endorsed and
in form for transfer satisfactory to Custodian.

         5.       VOTING AND OTHER RIGHTS. With respect to all securities,
however registered, it is understood that the voting and other rights and powers
shall be exercised by the Trust. Custodian's only duty with respect to such
rights shall be to mail to the Trust within two (2) business days following
receipt by Custodian any documents received by Custodian as custodian, including
notices of corporate action, proxies, proxy soliciting materials and offering
circulars, with any elections or proxies for securities registered in a nominee
name executed by such nominee. In addition, Custodian shall provide notice of
Custodian's receipt of such documents by electronic means (e.g., posting notice
on LASER), as agreed between the parties. Where warrants, options, tenders or
other securities have fixed expiration dates, the Trust understands that in
order for Custodian to act, Custodian must receive the Trust's instructions at
its offices in New York, addressed as Custodian may from time to time request,
by no later than noon (New York City time) at least one (1) business day prior
to the last scheduled date to act with respect thereto (or such earlier date or
time as Custodian may reasonably notify the Trust). Absent Custodian's timely
receipt of such instructions, such instructions will

                                      I-4


expire without liability to Custodian. Custodian shall have no duty to forward
to the Trust any annual, quarterly or special reports issued by companies whose
securities are held by Custodian hereunder.

         6.       RECEIPT AND DISBURSEMENT OF MONEY.

                  (a)      Custodian shall open and maintain a custody account
for each Fund of the Trust, subject only to draft or order by Custodian acting
pursuant to the terms of this Agreement, and, subject to Paragraphs 7, 27, or
28(g) hereof, shall hold in such account, subject to the provisions hereof, all
cash received by it from or for the Funds. Custodian shall make payments of cash
to, or for the account of, each Fund from such cash only: (i) for the purchase
of securities for the Funds as provided in Paragraph 14 hereof; (ii) upon
receipt of an Officer's Certificate for the payment of dividends or other
distributions on or with respect to Shares, or for the payment of interest,
taxes, administration, distribution or advisory fees or expenses which are to be
borne by the Funds under the terms of this Agreement and, with respect to each
Fund, and under the terms of any investment advisory agreements, administration
agreements or distribution agreements; (iii) upon receipt of Written
Instructions for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Funds and held by or to be
delivered to Custodian; (iv) to a sub-custodian pursuant to Paragraphs 7, 27, or
28(g) hereof; (v) for the redemption of Shares; or (vi) upon receipt of an
Officer's Certificate for other corporate purposes.

                  (b)      Custodian is hereby authorized to endorse and collect
all checks, drafts or other orders for the payment of money received as
Custodian for the Funds.

         7.       RECEIPT OF SECURITIES.

                  (a)      Except as provided by Paragraphs 7(c), 8, 27, or
28(g) hereof, and except as otherwise directed by Oral or Written Instructions
described in Paragraph 11 hereof, Custodian shall hold and physically segregate
in a separate account with respect to each Fund, identifiable from those of any
other person, all securities and non-cash property received by it for the Funds.
All such securities and non-cash property are to be held or disposed of by
Custodian for each Fund pursuant to the terms of this Agreement. In the absence
of Written Instructions accompanied by a certified vote authorizing the specific
transaction by the Trust's Board of Trustees, and subject to Paragraph 25
hereof, Custodian shall have no power or authority to withdraw, deliver, assign,
hypothecate, pledge or otherwise dispose of any such securities and investments,
except in accordance with the express terms provided for in this Agreement. In
no case may any Trustee, officer, employee or agent of the Trust withdraw any
securities. In connection with its duties under this Paragraph 7(a), Custodian
may enter into sub-custodian agreements with other banks or trust companies for
the receipt of certain securities and cash to be held by Custodian for the
account of a Fund pursuant to this Agreement, provided Custodian obtains the
prior written approval of the Trust to any such sub-custody arrangement.
Custodian will provide the Trust with a copy of each sub-custodian agreement it
executes

                                      I-5


pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions
of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under
the standards of care provided for herein, except for any such sub-custodian
engaged at the specific direction of the Funds. Notwithstanding anything herein
to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement
of foreign sub-custodians, which shall instead be governed by Paragraph 27
hereof.

                  (b)      Promptly after the close of business on each day,
Custodian shall furnish the Trust with confirmations and a summary of all
transfers to or from the account of each Fund during said day. Where securities
are transferred to the account of any Fund established at a Securities
Depository or the Book Entry System pursuant to Paragraph 8 herein, Custodian
shall also, by book-entry or otherwise, identify as belonging to such Fund the
quantity of securities in a fungible bulk of securities registered in the name
of Custodian (or its nominee) or shown in Custodian's account on the books of a
Securities Depository or the Book-Entry System. At least monthly and from time
to time, Custodian shall furnish the Trust with a detailed statement of the
Property held for each Fund under this Agreement.

                  (c)      Notwithstanding any provision elsewhere contained
herein, Custodian shall not be required to obtain possession of any instrument
or certificate representing any futures contract, any option, or any futures
contract option until after it shall have determined, or shall have received an
Officer's Certificate from the Trust stating that any such instruments or
certificates are available. The Trust shall deliver to Custodian such an
Officer's Certificate no later than the business day preceding the availability
of any such instrument or certificate. Prior to such availability, Custodian
shall comply with the 1940 Act in connection with the purchase, sale,
settlement, closing out or writing of futures contracts, options, or futures
contract options by making payments or deliveries specified in such Officer's
Certificates or Written Instructions received by Custodian in connection with
any such purchase, sale, writing, settlement or closing out upon its receipt
from a broker, dealer, or futures commission merchant of a statement or
confirmation reasonably believed by Custodian to be in the form customarily used
by brokers, dealers, or future commission merchants with respect to such futures
contracts, options, or futures contract options, as the case may be, confirming
that the same is held by such broker, dealer or futures commission merchant, in
book-entry form or otherwise, in the name of Custodian (or any nominee of
Custodian) as Custodian for the Fund, provided, however, that notwithstanding
the foregoing, and subject to Paragraph 13(b) hereof, payments to or deliveries
from any margin account, and payments with respect to future contracts, options,
or future contract options to which a margin account relates, shall be made in
accordance with the terms and conditions of the Trust's relevant margin account
agreement. Whenever any such instruments or certificates are available,
Custodian shall, notwithstanding any provision in this Agreement to the
contrary, make payment for any futures contract, option, or futures contract
option for which such instruments or such certificates are available against the
delivery to Custodian of such instrument or such certificate, and deliver any
futures

                                      I-6


contract, option or futures contract option for which such instruments or such
certificates are available only against receipt by Custodian of payment
therefor. Any such instrument or certificate delivered to Custodian shall be
held by Custodian hereunder in accordance with, and subject to, the provisions
of this Agreement.

         8.       USE OF SECURITIES DEPOSITORY OR THE BOOK-ENTRY SYSTEM. The
Trust shall deliver to Custodian a certified vote of the Board of Trustees of
the Trust approving, authorizing and instructing Custodian on a continuous and
ongoing basis until instructed to the contrary by Written Instructions: (i) to
deposit in a Securities Depository or the Book-Entry System all securities of
the Funds held hereunder eligible for deposit therein, and (ii) to utilize a
Securities Depository or the Book-Entry System to the extent possible in
connection with the performance of its duties hereunder, including without
limitation, settlements of purchases and sales of securities by the Funds, and
deliveries and returns of securities loaned, subject to repurchase agreements or
used as collateral in connection with borrowings. Without limiting the
generality of such use, the following provisions shall apply thereto:

                  (a)      Securities and any cash of the Funds deposited by
Custodian in a Securities Depository or the Book-Entry System will at all times
be segregated from any assets and cash controlled by Custodian in other than a
fiduciary or custodian capacity. Subject to Paragraph 28(m) hereof, Custodian
and its sub-custodians, if any, will pay out money only upon receipt of
securities and will deliver securities only upon receipt of money, absent
Written Instructions to the contrary.

                  (b)      All books and records maintained by Custodian that
relate to the Funds' participation in a Securities Depository or the Book-Entry
System will at all times during Custodian's regular business hours be open to
inspection by the Trust's duly authorized employees or agents and the Trust's
independent auditors in accordance with applicable regulations, it being
understood, however, that such records may be kept in an off-site Custodian
storage location and the Trust will be furnished with all information in respect
of the services rendered to it as it may require.

                  (c)      Custodian will provide the Trust with copies of any
report obtained by Custodian on the system of internal accounting control of the
Securities Depository or Book-Entry System promptly after receipt of such a
report by Custodian. Custodian will also provide the Trust with such reports on
its own system of internal control as the Trust may reasonably request from time
to time.

         9.       INSTRUCTIONS CONSISTENT WITH THE CHARTER, ETC. Unless
otherwise provided in this Agreement, Custodian shall act only upon Officer's
Certificates, Oral Instructions and/or Written Instructions. Custodian may
assume that any Officer's Certificate, Oral Instructions or Written Instructions
received hereunder are not in any way inconsistent with any provision of the
Declaration of Trust or any vote of the Trust's Board of Trustees, or any
committee thereof. Custodian shall be entitled to rely upon any Oral
Instructions or Written Instructions actually received by Custodian pursuant to
this

                                      I-7


Agreement, and upon any certificate, oral instructions, or written instructions
reasonably believed by Custodian to be an Officer's Certificate, Oral
Instructions or Written Instructions. The Trust agrees to forward to Custodian,
Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by Custodian at the close of business of the
same day that such Oral Instructions are given to Custodian. The Trust agrees
that the fact that such confirming Written Instructions are not received by
Custodian shall in no way affect the validity of any of the transactions
authorized by the Trust by giving Oral Instructions, and that Custodian's
records with respect to the content of Oral Instructions shall be controlling.

         10.      TRANSACTIONS NOT REQUIRING INSTRUCTIONS. Custodian is
authorized to take the following action without Oral Instructions, Written
Instructions, or an Officer's Certificate:

                  (a)      Collection of Income and Other Payments. Custodian
shall subject to Paragraph 28(f) hereof:

                           (i)      Collect and receive for the account of any
Fund, all income and other payments and distributions, including (without
limitation) stock dividends, rights, warrants and similar items, included or to
be included in the Property of any Fund, and promptly advise the Trust of such
receipt and shall credit such income, as collected, to such Fund of the Trust.
From time to time, Custodian may elect, but shall not be so obligated, to credit
the account with interest, dividends or principal payments on the payable or
contractual settlement date, in anticipation of receiving same from a payor,
central depository, Securities Depository, broker or other agent employed by the
Trust or Custodian. Any such crediting and posting shall be at the Trust's sole
risk, and Custodian shall be authorized to reverse (A) any such advance posting
in the event it does not receive good funds from any such payor, central
depository, Securities Depository, broker or agent, and (B) any other payment or
crediting, including, without limitation, payments made by check or draft, in
the event it does not receive good funds or final payment;

                           (ii)     With respect to securities of foreign issue,
and subject to Paragraph 27 hereof, effect collection of dividends, interest and
other income, and to promptly transmit to the Trust all reports, written
information or notices actually received by Custodian as Custodian, including
notices of any call for redemption, offer of exchange, right of subscription,
reorganization, or other proceedings affecting such securities, or any default
in payments due thereon. It is understood, however, that Custodian shall be
under no responsibility for any failure or delay in effecting such collections
or giving such notice with respect to securities of foreign issue, regardless of
whether or not the relevant information is published in any financial service
available to it unless such failure or delay is due to Custodian's own
negligence. Collections of income in foreign currency are, to the extent
possible, to be converted into United States dollars unless otherwise instructed
in writing, and in effecting such conversion Custodian

                                      I-8


may use such methods or agencies as it may see fit, including the facilities of
its own foreign division at customary rates. All risk and expenses incident to
such collection and conversion are for the account of the Funds and Custodian
shall have no responsibility for fluctuations in exchange rates affecting any
such conversions;

                           (iii)    Endorse and deposit for collection in the
name of the Trust and each of its Funds, checks, drafts, or other orders for the
payment of money on the same day as received;

                           (iv)     Receive and hold for the account of each of
the Fund's securities received by the Funds as a result of a stock dividend,
share split-up or reorganization, recapitalization, readjustment or other
rearrangement or distribution of rights or similar securities issued with
respect to any portfolio securities of the Funds held by Custodian hereunder;

                           (v)      Present for payment and collect the amount
payable upon all securities which may mature or be called, redeemed or retired,
or otherwise become payable on the date such securities become payable, but,
with respect to calls, early redemptions, or early retirements, only if
Custodian either: (i) receives a written notice of the same, or (ii) notice of
the same appears in one or more of the publications then listed in Appendix A
hereto, which Appendix may be amended to add other publications at any time by
Custodian without prior notice to or consent from the Trust and which may be
amended to delete a publication with the prior notice and consent from the
Trust;

                           (vi)     Subject to Paragraphs 28(e) and (f) hereof,
take any action which may be necessary and proper in connection with the
collection and receipt of such income and other payments and the endorsement for
collection of checks, drafts and other negotiable instructions; and

                           (vii)    With respect to domestic securities, to
exchange securities in temporary form for securities in definitive form, to
effect an exchange of the shares where the par value of stock is changed, and to
surrender securities at maturity or when advised by the Trust or the investment
adviser to the Trust of an earlier call for redemption, against payment therefor
in accordance with accepted industry practice. When fractional shares of stock
of a declaring corporation are received as a stock distribution, Custodian is
authorized to sell the fraction received and credit the Trust's account. Unless
specifically instructed to the contrary in writing, Custodian is authorized to
exchange securities in bearer form for securities in registered form. If any
Property registered in the name of a nominee of Custodian is called for partial
redemption by the issuer of such Property, Custodian is authorized to allot the
called portion to the respective beneficial holders of the Property in such
manner deemed to be fair and equitable by Custodian in its reasonable
discretion.

                                      I-9


                  (b)      Miscellaneous Transactions. Custodian is authorized
to deliver or cause to be delivered Property against payment or other
consideration or written receipt therefor in the following cases:

                           (i)      for examination by a broker selling for the
account of the Trust in accordance with street delivery custom;

                           (ii)     for the exchange for interim receipts or
temporary securities for definitive securities;

                           (iii)    for transfer of securities into the name of
the Funds or Custodian or a nominee of either, or for exchange of securities for
a different number of bonds, certificates, or other evidence, representing the
same aggregate face amount or number of units bearing the same interest rate,
maturity date and call provisions, if any; provided that, in any such case, the
new securities are to be delivered to Custodian.

         11.      TRANSACTIONS REQUIRING INSTRUCTIONS. Upon receipt of Oral or
Written Instructions, and not otherwise, Custodian, directly or through the use
of a Securities Depository or the Book-Entry System, shall:

                  (a)      execute and deliver to such persons as may be
designated in such Oral or Written Instructions, proxies, consents,
authorizations, and any other instruments whereby the authority of the Funds as
owners of any securities may be exercised;

                  (b)      deliver any securities held for any Fund against
receipt of other securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;

                  (c)      deliver any securities held for any Fund to any
protective committee, reorganization committee or other person in connection
with the reorganization, refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, against receipt of such certificates or
deposit, interim receipts or other instruments or documents as may be issued to
it to evidence such delivery;

                  (d)      make such transfers or exchanges of the assets of any
Fund and take such other steps as shall be stated in said instructions to be for
the purposes of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Funds;

                  (e)      subject to Paragraph 25(b) hereof, release securities
belonging to any Fund to any bank or trust company for the purpose of pledge or
hypothecation to secure any loan incurred by such Fund; provided, however, that
securities shall be released only upon payment to Custodian of the monies
borrowed, except that in cases where additional collateral is required to secure
a borrowing already made, subject to

                                      I-10


proper prior authorization, further securities may be released for that purpose;
and pay such loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or notes evidencing the
loan;

                  (f)      deliver any securities held for any Fund upon the
exercise of a covered call option written by such Fund on such securities;

                  (g)      release and deliver securities owned by a Fund in
connection with any repurchase agreement entered into on behalf of such Fund,
but subject to Paragraph 28(m) hereof, only on receipt of payment therefor; and
pay out monies of such Fund in connection with such repurchase agreements, but
only upon the delivery of the securities;

                  (h)      otherwise transfer, exchange or deliver securities in
accordance with Oral or Written Instructions specifying the purpose of such
transfer, including without limitation, loans of securities, short sales, or
reverse repurchase agreements, and subject to Paragraph 7(a) hereof.

         12.      SEGREGATED ACCOUNTS. Custodian shall upon receipt of Written
or Oral Instructions establish and maintain a segregated account or accounts on
its records for and on behalf of any Fund, into which account or accounts shall
be credited, but only pursuant to an Officer's Certificate or Written
Instructions specifying the particular securities and/or amount of cash, cash
and/or securities, including securities in the Book-Entry System: (i) for the
purposes of compliance by the Funds and the Trust with the procedures required
by a securities or option exchange, (ii) for the purpose of compliance by the
Funds and the Trust with the 1940 Act and Release No. 10666 or any subsequent
release, releases or any other guidance of the SEC relating to the maintenance
of segregated accounts by registered investment companies, and (iii) for other
proper corporate purposes.

         13.      DIVIDENDS AND DISTRIBUTIONS.

                  (a)      The Trust shall furnish Custodian with appropriate
evidence of action by the Trust's Board of Trustees declaring and authorizing
the payment of any dividends and distributions. Upon receipt by Custodian of an
Officer's Certificate with respect to dividends and distributions declared by
the Trust's Board of Trustees and payable to interestholders of any Fund who are
entitled to receive cash for fractional shares and those who have elected in the
proper manner to receive their distributions on dividends in cash, and in
conformance with procedures mutually agreed upon by Custodian and the Trust, and
the Trust's administrator or transfer agent, Custodian shall pay to the Fund's
transfer agent, as agent for the interestholders, an amount equal to the amount
indicated in said Officer's Certificate as payable by the Fund to such
interestholders for distribution in cash by the transfer agent to such
interestholders.

                                      I-11


                  (b)      Custodian may enter into separate custodial
agreements with various futures commission merchants ("FCMs") that the Trust
uses (each a "FCM Agreement"), pursuant to which the Funds' margin deposits in
any transactions involving futures contracts and options on futures contracts
will be held by Custodian in accounts (each a "FCM Account") subject to the
disposition by the FCM involved in such contracts in accordance with the
customer contract between the FCM and the Trust ("FCM Contract"), SEC rules
governing such segregated accounts, Commodity Futures Trading Commission
("CFTC") rules and the rules of the applicable commodities exchange. Such FCM
Agreements shall only be entered into by Custodian upon receipt by Custodian of
Written Instructions from the Trust which state that: (i) an FCM Contract has
been entered into; (ii) the Trust is in compliance with all the rules and
regulations of the CFTC; and (iii) the FCM Agreement is acceptable to the Trust.
Transfers of initial margin shall be made into a FCM Account only upon Written
Instructions; transfers of premium and variation margin may be made into an FCM
Account pursuant to Oral Instructions. Transfers of funds from a FCM Account to
the FCM for which Custodian holds such an account may only occur in accordance
with the terms of the FCM Agreement.

         14.      PURCHASE OF SECURITIES. Promptly after each purchase of
securities by the Trust on behalf of any Fund, the Trust shall deliver to
Custodian Oral or Written Instructions specifying with respect to each such
purchase: (a) the name of the issuer and the title of the securities; (b) the
number of shares of the principal amount purchased and accrued interest, if any;
(c) the dates of purchase and settlement; (d) the purchase price per unit; (e)
the total amount payable upon such purchase; (f) the name of the person from
whom or the broker through whom the purchase was made; and (g) the Fund for
which the purchase was made. Custodian shall upon receipt of securities
purchased by or for the Trust pay out of the monies held for the account of the
Trust the total amount payable to the person from whom or the broker through
whom the purchase was made, provided that the same conforms to the total amount
payable as set forth in such Oral or Written Instructions.

         15.      SALES OF SECURITIES. Promptly after each sale of securities by
the Funds, the Trust shall deliver to Custodian Oral or Written Instructions,
specifying with respect to each such sale: (a) the name of the issuer and the
title of the security; (b) the number of shares or principal amount sold, and
accrued interest, if any; (c) the dates of sale; (d) the sale price per unit;
(e) the total amount payable to the Trust upon such sale; (f) the name of the
broker through whom or the person to whom the sale was made; and (g) the Fund
for which the sale was made. Custodian shall, subject to Paragraph 28(m) hereof,
deliver the securities against payment of the total amount payable to the Trust
upon such sale, provided that the same conforms to the total amount payable as
set forth in such Oral and Written Instructions.

         16.      RECORDS. The books and records pertaining to the Funds and the
Trust which are in the possession of Custodian shall be the property of the
Trust. Such books

                                      I-12


and records shall be prepared and maintained as required by the 1940 Act and
other applicable securities laws, rules and regulations. The SEC, the Trust, or
the Trust's authorized representatives, shall have access to such books and
records at all times during Custodian's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided by Custodian to the Trust or the Trust's authorized representative, and
the Trust shall reimburse Custodian reasonable expenses for providing such
copies. Upon reasonable request of the Trust, Custodian shall provide in hard
copy, tape or on micro-film, or such other medium as agreed to among the Trust
and Custodian, and any books and records maintained by Custodian.

         17.      REPORTS.

                  (a)      Custodian shall furnish the Trust the following
reports:

                           (i)      such periodic and special reports as the
Trust may reasonably request from time to time;

                           (ii)     a monthly statement summarizing all
transactions and entries for the account of each Fund;

                           (iii)    a monthly report of portfolio securities
belonging to each Fund showing the adjusted average cost of each issue and
market value at the end of such month;

                           (iv)     a monthly report of the cash account of each
Fund showing disbursements;

                           (v)      the reports to be furnished to the Trust
pursuant to Rule 17f-4 under the 1940 Act; and

                           (vi)     such other information as may be agreed upon
from time to time between the Trust and Custodian.

                  (b)      Subject to Paragraphs 5 and 27(g) hereof, Custodian
shall transmit promptly to the Trust any proxy statement, proxy materials,
notice of a call or conversion or similar communications actually received by
Custodian as custodian of the Property.

                  (c)      Custodian shall report as the market value at the end
of each month the last closing bid, offer or sale price to the extent, and as
the same, is furnished to Custodian by a pricing or similar service utilized or
subscribed to by Custodian. Custodian shall not be responsible for, have any
liability with respect to, or be under any duty to inquire into, nor deemed to
make any assurances with respect to, the accuracy or completeness of such
information, even if The Bank of New York in performing services for others,
including services similar to those performed hereunder, receives different
valuations of the same or different securities of the same issuer.

                                      I-13


         18.      COOPERATION WITH ACCOUNTANTS. Custodian shall cooperate with
the Trust's independent certified public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement, to
assure that the necessary information is made available to such accountants.

         19.      CONFIDENTIALITY. Custodian agrees on behalf of itself and its
employees to treat all record and other information relative to the Trust, its
prior, present or potential interestholders, its service providers and its
prior, present or potential customers, as confidential information, and to
protect and safeguard the same to the extent required by applicable law,
provided, however, that Custodian may make such disclosure as required by
applicable law, regulation, court order, decrees or legal process and upon
receipt of any of the foregoing requiring such disclosure, Custodian's only
obligation shall be to notify the Trust thereof. Custodian further agrees not to
otherwise use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust.

         20.      EQUIPMENT FAILURES. In the event of equipment failures beyond
Custodian's control, Custodian shall take reasonable steps to minimize service
interruptions but shall not have any further liability with respect thereto.
Notwithstanding the foregoing, Custodian shall maintain sufficient back up
electronic data processing equipment to enable Custodian to fulfill its
obligations under this Agreement consistent with standard industry practices.

         21.      RIGHT TO RECEIVE ADVICE.

                  (a)      Advice of Fund. If Custodian shall be in doubt as to
any action to be taken or omitted by Custodian, it may request, and shall
receive, from the Trust clarification or advice, including Oral or Written
Instructions.

                  (b)      Advice of Counsel. If Custodian shall be in doubt as
to any question of law involved in any action to be taken or omitted by
Custodian, it may request at its option advice from its own counsel, at its own
expense, or advice from the Trust's counsel.

                  (c)      Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by Custodian
pursuant to subparagraph (a) of this paragraph and advice received by Custodian
pursuant to subparagraph (b) of this paragraph, Custodian shall be entitled to
rely on and follow the advice received pursuant to subparagraph (b) alone.

                  (d)      Protection of Custodian. Custodian shall be protected
in any action or inaction which it takes or omits to take in reliance on any
directions, advice or Oral or Written Instructions received pursuant to
subparagraphs (a) or (b) of this section which it, after receipt of any such
directions, advice or Oral or Written Instructions, in good faith reasonably
believes to be consistent with such directions, advice or Oral or

                                      I-14


Written Instructions, as the case may be. Nothing in this Paragraph 21 shall be
construed as imposing upon Custodian any obligation: (i) to seek such
directions, advice or Oral or Written Instructions, or (ii) to act in accordance
with such directions, advice or Oral or Written Instructions when received,
unless, under the terms or another provision of this Agreement, the same is a
condition to Custodian's properly taking or omitting to take such action.
Nothing in this Paragraph 21(d) shall excuse Custodian when an action or
omission on the part of Custodian constitutes willful misfeasance or bad faith,
or negligence or reckless disregard by Custodian of its duties under this
Agreement.

         22.      COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Custodian
undertakes to comply with the laws, rules and regulations of governmental
authorities having jurisdiction over Custodian and its express duties hereunder.

         23.      COMPENSATION. As compensation for the services rendered by
Custodian during the term of this Agreement, the Trust shall pay to Custodian,
in addition to reimbursement of its out-of-pocket expenses, such compensation as
may be agreed upon from time to time in writing by the Trust and Custodian as
set forth in Schedule III.

         24.      INDEMNIFICATION. The Trust agrees to indemnify Custodian
against, and hold harmless from all taxes, charges, expenses (including
reasonable fees and expenses of counsel), assessments, claims, losses, demands
and liabilities whatsoever (including, without limitation, liabilities arising
under the 1933 Act, the 1934 Act and the 1940 Act, and any state and foreign
securities laws, all as currently in effect or as may be amended from time to
time) and expenses, including without limitation, reasonable attorney's fees and
disbursements, howsoever arising or incurred because of or in connection with
this Agreement, except for such liability, claim, loss, demand, charge, expense,
tax or assessment arising out of Custodian's, or such nominees', willful
misconduct or negligence or reckless disregard of its duties under this
Agreement. For the purposes of this Agreement, including, without limitation,
for purposes of Paragraphs 24 and 28, neither Custodian's acceptance of
Instructions in accordance with Paragraph 26A nor Custodian's use of Foreign
Sub-Custodians pursuant to agreements that do not permit actual examination by
independent public accountants, nor the denial of examination by any Foreign
Sub-Custodian, as defined in Paragraph 27, shall, in and of itself, constitute,
or be deemed to constitute, a breach by Custodian of this Agreement or
negligence, willful misconduct, or reckless disregard of its duties by
Custodian, provided the relevant agreement between Custodian and a Foreign
Sub-Custodian satisfies the requirements of Rule 17f-5.

         25.      OVERDRAFTS OR INDEBTEDNESS.

                  (a)      Custodian shall advance funds under this Agreement
with respect to any Fund which results in an overdraft because the moneys held
by Custodian in the separate account for such Fund shall be insufficient to pay
the total amount payable upon a purchase of securities by such Fund, as set
forth in an Officer's Certificate or Oral or Written Instructions, or which
results in an overdraft in the separate account of such Fund

                                      I-15


for some other reason, or if the Trust is for any other reason indebted to
Custodian, including any indebtedness to The Bank of New York under the Trust's
Cash Management and Related Services Agreement, (except a borrowing for
investment or for temporary or emergency purposes using securities as collateral
pursuant to a separate agreement and subject to the provisions of Paragraph
25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made
by Custodian to the Trust for such Fund payable on demand and shall bear
interest from the date incurred at a rate per annum (based on a 360-day year for
the actual number of days involved) equal to the overdraft rate specified in
Schedule III to this Agreement. In addition, the Trust hereby agrees that to the
extent of such overdraft or indebtedness, Custodian shall have a continuing
lien, security entitlement and security interest in and to any property at any
time held by it for the benefit of such Fund or in which the Fund may have an
interest which is then in Custodian's possession or control or in possession or
control of any third party acting on Custodian's behalf. The Trust authorizes
Custodian, in its sole discretion, at any time to charge any such overdraft or
indebtedness together with interest due thereon against any balance of account
standing to such Fund's credit on Custodian's books. In addition, the Trust
hereby covenants that on each Business Day on which either it intends to enter a
Reverse Repurchase Agreement and/or otherwise borrow from a third party, or
which next succeeds a Business Day on which at the close of business the Trust
had outstanding a Reverse Repurchase Agreement or such a borrowing, it shall
prior to 1:00 p.m., New York City time, advise Custodian, in writing, of each
such borrowing, shall specify the Fund to which the same relates, and shall not
incur any indebtedness not so specified other than from Custodian.

                  (b)      The Trust will cause to be delivered to Custodian by
any bank (including, if the borrowing is pursuant to a separate agreement,
Custodian) from which it borrows money for investment or for temporary or
emergency purposes using securities held by Custodian hereunder as collateral
for such borrowings, a notice or undertaking in the form currently employed by
such bank setting forth the amount which such bank will loan to the Trust
against delivery of a stated amount of collateral. The Trust shall promptly
deliver to Custodian Written Instructions specifying with respect to each such
borrowing: (a) the Fund to which such borrowing relates; (b) the name of the
bank; (c) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed by the
Fund, or other loan agreement; (d) the time and date, if known, on which the
loan is to be entered into; (e) the date on which the loan becomes due and
payable; (f) the total amount payable to the Fund on the borrowing date; (g) the
market value of securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number of shares or the
principal amount of any particular securities and (h) a statement specifying
whether such loan is for investment purposes or for temporary or emergency
purposes and that such loan is in conformance with the 1940 Act and the Fund's
prospectus. Custodian shall deliver on the borrowing date specified in Written
Instructions the specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the loan payable,
provided that the same conforms to the total amount payable

                                      I-16


as set forth in such Written Instructions. Custodian may, at the option of the
lending bank, keep such collateral in its possession, but such collateral shall
be subject to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. Custodian shall deliver such securities as
additional collateral as may be specified in Written Instructions to
collateralize further any transaction described in this Paragraph 25(b). The
Trust shall cause all securities released from collateral status to be returned
directly to Custodian, and Custodian shall receive from time to time such return
of collateral as may be tendered to it. In the event that the Trust fails to
specify in Written Instructions the Fund, the name of the issuer, the title and
number of shares or the principal amount of any particular securities to be
delivered as collateral by Custodian, Custodian shall not be under any
obligation to deliver any securities.

         26A.     INSTRUCTIONS.

                  (a)      It is understood and agreed that Custodian may, from
time to time, provide software to the Trust for purposes of enabling a Fund to
transmit Instructions to Custodian (the "Software"). Such Software has been
designed to include password protection or other features to restrict the use of
the Software to Authorized Persons; provided, however, that the Custodian makes
no warranty or representations of any kind with respect to such protections or
features, express or implied, including, but not limited to, any implied
warranties of merchantability or fitness for a particular purpose. The Trust and
the Custodian shall use commercially reasonable efforts to develop other
mechanisms (i) to enable the Trust to restrict the use of the Software to
Authorized Persons, (ii) to identify transmissions from a terminal other than an
authorized terminal, and (iii) for the prompt and accurate transmission of
Instructions by Authorized Persons to Custodian. It is further understood and
agreed that Custodian may provide specialized hardware or other equipment to
enable the Trust and the Funds to utilize the Software. With respect to any such
Software, Custodian grants to the Trust and its service providers a personal,
nontransferable and nonexclusive license to use the Software solely for the
purpose of transmitting Instructions to, and receiving communications from,
Custodian in connection with its account(s). The Trust and its service providers
agree not to sell, reproduce, lease or otherwise provide, directly or
indirectly, the Software or any portion thereof to any third party without the
prior written consent of Custodian. At no time shall the Trust be obligated to
use the Software to transmit Instructions to Custodian.

                  (b)      The Trust shall obtain and maintain at its own cost
and expense all equipment and services, including but not limited to
communications services, necessary for it to utilize the Software and transmit
Instructions to Custodian; provided, however, that the parties acknowledge and
agree that if any specialized equipment is necessary to enable the Trust to
utilize the Software, Custodian shall, at its own expense, provide and maintain
such equipment.

                  (c)      The Trust acknowledges that the Software, all
databases made available to the Trust by utilizing the Software (other than
databases relating solely to the

                                      I-17


assets of the Funds and transactions with respect thereto), and any proprietary
data, processes, information and documentation (other than those which are or
become part of the public domain or are legally required to be made available to
the public) (collectively, the "Information"), are the exclusive and
confidential property of Custodian. The Trust shall keep the Information
confidential by using the same care and discretion that the Trust uses with
respect to its own confidential property and trade secrets and shall neither
make nor permit any disclosure without the prior written consent of Custodian.
Upon termination of this Agreement or the Software license granted hereunder for
any reason, the Trust shall return to Custodian all copies of the Information
which are in its possession or under its control or which the Trust distributed
to third parties.

                  (d)      Custodian reserves the right to modify the Software
from time to time upon reasonable prior notice and the Trust shall, if it
desires in its sole discretion to continue to use the Software, install new
releases of the Software as Custodian may direct. The Trust agrees not to modify
or attempt to modify the Software without Custodian's prior written consent. The
Trust acknowledges that any modifications to the Software, whether by the Trust
or Custodian and whether with or without Custodian's consent, shall become the
property of Custodian.

                  (e)      Where the method for transmitting Instructions by the
Trust involves an automatic systems acknowledgment to the Trust by Custodian of
its receipt of such Instructions, including any transmission of Instructions
using the Software, then (i) if an acknowledgment is not actually received by
the Trust, Custodian shall not be deemed to have received any such Instructions,
and (ii) if an acknowledgment is actually received by the Trust, the Custodian
shall be deemed to have received such Instructions and shall be responsible for
any error, omission, interruption or delay in connection with the transmission
of such Instructions; provided, however, that the Trust shall promptly review
all acknowledgments actually received and notify the Custodian in the event of
any apparent discrepancy.

                  (f)      (i) The Trust agrees that where it delivers to
Custodian Instructions hereunder using the Software, it shall be the Trust's
sole responsibility to ensure that only persons duly authorized by the Trust and
the correct number of such persons transmit such Instructions to Custodian and
the Trust will cause all such persons to treat applicable use and authorization
codes, passwords and authentication keys with extreme care, and authorizes
Custodian to act in accordance with and rely upon Instructions received by it
pursuant hereto using the Software. (ii) The Trust hereby represents,
acknowledges and agrees that it is fully informed of the protections and risks
associated with the various methods of transmitting Instructions to Custodian
and that there may be more secure methods of transmitting Instructions to
Custodian than the method(s) selected by the Trust. (iii) With respect to all
Oral Instructions and all Written Instructions other than Instructions delivered
to Custodian using the Software provided by Custodian, Custodian shall exercise
all commercially reasonable efforts to form a reasonable belief that each

                                      I-18


such instruction has been given by an Authorized Person and, where required,
signed by an appropriate number of Authorized Person(s).

                  (g)      The Trust shall notify Custodian of any errors,
omissions or interruptions in, or delay or unavailability of, its ability to
send Instructions using the Software provided by Custodian as promptly as
practicable, and in any event within 24 hours after the earliest of (i)
discovery thereof, (ii) the business day on which discovery should have occurred
through the exercise of reasonable care and (iii) in the case of any error, the
date of actual receipt of the earliest notice which reflects such error, it
being agreed that discovery and receipt of notice may only occur on a business
day. Custodian shall, as promptly as practicable, and in any event within 24
hours after the earliest of (i) discovery thereof, (ii) the business day on
which discovery should have occurred through the exercise of reasonable care and
(iii) in the case of any error, the date of actual receipt of the earliest
notice which reflects such error, it being agreed that discovery and receipt of
notice may only occur on a business day, advise the Trust whenever Custodian
learns or reasonably should have learned, of any errors, omissions or
interruption in, or delay or unavailability of, the Trust's ability to send
Instructions using the Software provided by Custodian.

         26B.     FX TRANSACTIONS.

                  (a)      Whenever a Fund shall enter into a FX Transaction,
the Fund shall promptly deliver to Custodian a Certificate or Oral Instructions
specifying with respect to such FX Transaction: (i) the Series to which such FX
Transaction is specifically allocated; (ii) the type and amount of Currency to
be purchased by the Fund; (iii) the type and amount of Currency to be sold by
the Fund; (iv) the date on which the Currency to be purchased is to be
delivered; (v) the date on which the Currency to be sold is to be delivered; and
(vi) the name of the person from whom or through whom such Currencies are to be
purchased and sold. Unless otherwise instructed by a Certificate or Oral
Instructions, Custodian shall deliver, or shall instruct a Foreign Sub-Custodian
to deliver, the Currency to be sold on the date on which such delivery is to be
made, as set forth in the Certificate, and shall receive, or instruct a Foreign
Sub-Custodian to receive, the Currency to be purchased on the date as set forth
in the Certificate.

                  (b)      Where the Currency to be sold is to be delivered on
the same day as the Currency to be purchased, as specified in the Certificate or
Oral Instructions, Custodian or a Foreign Sub-Custodian may arrange for such
deliveries and receipts to be made in accordance with the customs prevailing
from time to time among brokers or dealers in Currencies, and such receipt and
delivery may not be completed simultaneously. The Fund assumes all
responsibility and liability for all credit risks involved in connection with
such receipts and deliveries, which responsibility and liability shall continue
until the Currency to be received by the Fund has been received in full.

                                      I-19


                  (c)      Any foreign exchange transaction effected by
Custodian in connection with this Agreement may be entered with Custodian, any
office, branch or subsidiary of The Bank of New York, or any Foreign
Sub-Custodian (as defined below) acting as principal or otherwise through
customary banking channels. The Fund may issue a standing Certificate with
respect to foreign exchange transactions but Custodian may establish rules or
limitations concerning any foreign exchange facility made available to the Fund.
The Fund shall bear all risks of investing in securities or holding Currency.
Without limiting the foregoing, the Fund shall bear the risks that rules or
procedures imposed by a Foreign Sub-Custodian or foreign depositories, exchange
controls, asset freezes or other laws, rules, regulations or orders shall
prohibit or impose burdens or costs on the transfer to, by or for the account of
the Fund of securities or any cash held outside the Fund's jurisdiction or
denominated in Currency other than its home jurisdiction or the conversion of
cash from one Currency into another Currency. Custodian shall not be obligated
to substitute another Currency for a Currency (including a Currency that is a
component of a Composite Currency Unit) whose transferability, convertibility or
availability has been affected by such law, regulation, rule or procedure.
Neither Custodian nor any Foreign Sub-Custodian shall be liable to the Fund for
any loss resulting from any of the foregoing events.

         27A.     DUTIES OF CUSTODIAN WITH RESPECT TO PROPERTY OF ANY FUND HELD
                  OUTSIDE OF THE UNITED STATES BY A FOREIGN SUB-CUSTODIAN.

                  (a)      Custodian is authorized and instructed to employ, as
sub-custodian for each Fund's Foreign Assets, as defined in Rule 17f-5 under the
1940 Act, Eligible Foreign Custodians as defined in said Rule 17f-5 selected
from time to time by Custodian as the Foreign Custody Manager appointed by the
Trust's Board of Trustees ("Foreign Sub-Custodians") to carry out their
respective responsibilities in accordance with the terms of the sub-custodian
agreement between each such Foreign Sub-Custodian and Custodian (each such
agreement, a "Foreign Sub-Custodian Agreement"). Upon receipt of an Officer's
Certificate, the Trust may designate any additional foreign sub-custodian with
which Custodian has an agreement for such entity to act as Custodian's agent, as
its sub-custodian and any such additional foreign sub-custodian shall be deemed
a Foreign Sub-Custodian hereunder. Upon receipt of an Officer's Certificate,
Custodian shall cease using any one or more Foreign Sub-Custodians for the
Fund's assets.

                  (b)      Each Foreign Sub-Custodian Agreement shall be
substantially in the form delivered to the Trust herewith and will not be
amended in a way that materially or adversely affects the Trust without the
Trust's prior written consent.

                  (c)      Custodian shall identify on its books as belonging to
each Fund the Foreign Assets of such Fund held by each Foreign Sub-Custodian. At
the election of the Trust, it shall be entitled to be subrogated to any claims
by the Trust or any Fund against a Foreign Sub-Custodian as a consequence of any
loss, damage, cost, expense, liability or claim sustained or incurred by the
Trust or any Fund if and to the extent that the Trust or

                                      I-20


such Fund has been made whole by Custodian for any such loss, damage, cost,
expense, liability or claim.

                  (d)      Upon request of the Trust, Custodian will, consistent
with the terms of the applicable Foreign Sub-Custodian Agreement, use reasonable
efforts to arrange for the independent accountants of the Trust to be afforded
access to the books and records of any Foreign Sub-Custodian insofar as such
books and records relate to the performance of such Foreign Sub-Custodian under
its agreement with Custodian on behalf of the Trust.

                  (e)      Custodian will supply to the Trust from time to time,
as mutually agreed upon, statements in respect of the Foreign Assets of each
Fund held by Foreign Sub-Custodians, including but not limited to, an
identification of entities having possession of each Fund's Foreign Assets, and
advises or notifications of any transfers of Foreign Assets to or from each
custodial account maintained by a Foreign Sub-Custodian for Custodian on behalf
of the Fund.

                  (f)      Custodian shall transmit promptly to the Trust all
notices, reports or other written information received pertaining to the Funds'
Foreign Assets, including without limitation, notices of corporate action,
proxies and proxy solicitation materials.

                  (g)      Notwithstanding any provision of this Agreement to
the contrary, settlement and payment for securities received for the account of
the Trust or any Fund and delivery of securities maintained for the account of
the Trust or any Fund may be effected in accordance with the customary or
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivery of securities to the purchaser thereof or to a
dealer therefor (or an agent for such purchaser or dealer) against a receipt
with the expectation of receiving later payment for such securities from such
purchaser or dealer.

                  (h)      With respect to any losses or damages arising out of
or relating to any actions or omissions of any Foreign Sub-Custodian, the sole
responsibility and liability of Custodian shall be to take all appropriate and
reasonable action at the Trust's expense to recover such loss or damage from the
Foreign Sub-Custodian. It is expressly understood and agreed that, unless
Custodian has breached its standard of care set forth in Paragraph 28 hereof,
Custodian's sole responsibility and liability shall be limited to amounts so
recovered from the Foreign Sub-Custodian.

         27B.     PROPERTY OF ANY FUND HELD OUTSIDE OF THE UNITED STATES BY A
                  FOREIGN DEPOSITORY.

                  (a)      Custodian is authorized and instructed to employ, and
to authorize any Foreign Sub-Custodian to employ, an Eligible Securities
Depository as defined in Rule 17f-7 under the 1940 Act (the "Rule") to hold
foreign securities and other assets of each Fund. The use of any particular
Eligible Securities Depository as defined in the

                                      I-21


Rule shall be authorized by an Officer's Certificate provided to Custodian
specifying, or by delivery of Oral or Written Instructions contemplating or
requiring the use of, such Eligible Securities Depository. Use of any such
Eligible Securities Depository shall be subject to the rules and procedures of
any such Eligible Securities Depository.

                  (b)      The Trust hereby represents and warrants, which
representations and warranties shall be continuing and shall be deemed to be
reaffirmed upon any delivery of an Officer's Certificate specifying such an
Eligible Securities Depository, or any giving of Oral or Written Instructions
contemplating or requiring the use of a Foreign Depository, as the case may be,
that the Trust or its investment advisor has determined that the custody
arrangements of such Eligible Securities Depository provide reasonable
safeguards against the custody risks associated with maintaining assets with
such Eligible Securities Depository within the meaning of the Rule.

                  (c)      With respect to each Eligible Securities Depository
as defined in the Rule, Custodian shall exercise reasonable care, prudence, and
diligence such as a person having responsibilities for the safekeeping of the
Fund's Foreign Assets would exercise in (i) providing the Fund and its
investment adviser with an analysis of the custody risks associated with
maintaining assets with the Foreign Depository, and (ii) monitoring such custody
risks on a continuing basis and promptly notifying the Fund and its investment
adviser of any material change in such risks. Custodian shall also provide to a
Fund with respect to the status of an institution as an Eligible Securities
Depository information gathered from Foreign Sub-Custodians or trade
associations of which Custodian is a member and other publicly available
information obtained by Custodian. The Fund acknowledges and agrees that such
analysis and monitoring shall not include any evaluation of Country Risks.
Custodian will endeavor to include in its analysis and monitoring, where
appropriate among other things, a Foreign Depository's expertise and market
reputation, the quality of its services, its financial strength, any insurance
or indemnification arrangements, the extent and quality of regulation and
independent examination of the depository, its standing in published ratings,
its internal controls and other procedures for safeguarding investments, and any
related legal protections. As used herein the term "Country Risks" shall mean
with respect to any Foreign Depository: (a) the financial infrastructure of the
country in which it is organized, but not of any Foreign Depository to the
extent covered by an analysis described in clause (i) of this Section, (b) such
country's prevailing settlement practices, (c) nationalization, expropriation or
other governmental actions, (d) such country's regulation of the banking or
securities industry, (e) currency controls, restrictions, devaluations or
fluctuations, and (f) market conditions which affect the order execution of
securities transactions or affect the value of securities.

                  (d)      With respect to any losses or damages arising out of
or relating to any actions or omissions of any Eligible Securities Depository as
defined in the Rule, the sole responsibility and liability of Custodian shall be
to take all appropriate and reasonable action at the Trust's expense to recover
such loss or damage from the Eligible Securities Depository. It is expressly
understood and agreed that, unless Custodian has

                                      I-22


breached its standard of care set forth in Paragraph 28 hereof, Custodian's sole
responsibility and liability shall be limited to amounts so recovered from the
Eligible Securities Depository.

         28.      CONCERNING CUSTODIAN.

                  (a)      (i)      Custodian shall exercise reasonable care,
prudence, and diligence and act in good faith and use all commercially
reasonable efforts in the performance of its duties hereunder. Custodian shall
be responsible to the Trust for its own failure or the failure of any
sub-custodian that it shall appoint (other than a Foreign Sub-Custodian referred
to in Paragraph 27 or a sub-custodian appointed by Custodian at the specific
direction of the Trust) or that of its employees or agents, to perform its
duties, obligations or responsibilities in accordance with this Agreement, but
only to the extent that such failure results from acts or omissions that
constitute willful misfeasance, bad faith or negligence on the part of
Custodian, or on the part of its employees or agents, or reckless disregard of
such duties, obligations and responsibilities.

                           (ii)     Without limiting the generality of the
foregoing or any other provision of this Agreement, in no event shall Custodian
be liable to the Fund or any third party nor, except as otherwise provided in
this subparagraph for special, indirect or consequential damages or lost profits
or loss of business, arising under or in connection with this Agreement, even if
previously informed of the possibility of such damages and regardless of the
form of action. Custodian may, with respect to questions of law arising under
any FCM Agreement, apply for and obtain the advice and opinion of counsel to the
Trust at the expense of the Trust, or of its own counsel at its own expense, and
shall be fully protected with respect to anything done or omitted by it in good
faith in conformity with such advice or opinion. Custodian shall be liable to
the Trust for any loss or damage resulting from the use of the Book-Entry System
or any Securities Depository arising by reason of any negligence or willful
misconduct on the part of Custodian or any of its employees or agents.

                           (iii)    Custodian's liability pursuant to the last
sentence of subparagraph (a)(i) shall include, but not be limited to,
reimbursing the Trust for court-ordered damage awards, fines, penalties, and
judicially-approved settlements (and attorney's fees and disbursements relating
thereto) arising out of or in connection with the conduct giving rise to such
liability.

                           (iv)     If the Trust receives notice of the
commencement of any action, suit, or proceeding (an "Action"), or notice that
any Action may be commenced, for which Custodian may be liable to the Trust
pursuant to this Paragraph 28, the Trust shall give notice to Custodian of the
commencement of the Action or of the possibility that an Action will be
commenced. Any omission to notify Custodian will not relieve Custodian from any
liability which it may have under this Paragraph, except to the extent the
failure to notify Custodian prejudices the rights of Custodian. Custodian will
be entitled at its sole expense and liability, to exercise full control of the
defense,

                                      I-23


compromise or settlement of any such Action, provided that Custodian: (1)
notifies the Trust in writing of Custodian's intention to assume such defense;
and (2) retains legal counsel reasonably satisfactory to the Trust to conduct
the defense of such Action. If Custodian advises the Trust that it does not wish
to exercise full control of any defense, compromise or settlement of any Action,
Custodian shall be responsible for the fees and expenses of counsel selected by
the Trust, in addition to any other amounts for which Custodian may be liable
pursuant to this Paragraph 28. The other person will cooperate with the person
assuming the defense, compromise or settlement of any Action in accordance with
this Paragraph in any manner that such person reasonably may request. If
Custodian so assumes the defense of any such Action, the Trust will have the
right to employ a separate counsel and to participate in (but not control) the
defense, compromise or settlement of the Action, but the fees and expenses of
such counsel will be at the expense of the Trust unless: (a) Custodian has
agreed to pay such fees and expenses, (b) any relief other than the payment of
money damages is sought against the Trust, or (c) the Trust has been advised by
its counsel that there may be one or more defenses available to it which are
different from or additional to those available to Custodian and that a conflict
of interest therefore exists, and in any such case that portion of the fees and
expenses of such separate counsel that are reasonably related to matters for
which Custodian is liable pursuant to this Paragraph will be paid by Custodian.
The Trust will not settle or compromise any such Action for which Custodian is
liable pursuant to this Paragraph without the prior written consent of
Custodian, unless Custodian has failed, after reasonable notice, to undertake
control of such Action in the manner provided in this Paragraph. Custodian will
not settle or compromise any such Action in which any relief other than the
payment of money damages is sought against the Trust without the consent of the
Trust, such consent not to be unreasonably withheld. In the event that Custodian
intends to settle or compromise any Action in which solely money damages are
sought, Custodian shall give the Trust fifteen (15) business days prior written
notice.

                  (b)      Without limiting the generality of the foregoing,
Custodian shall be under no obligation to inquire into, and shall not be liable
for:

                           (i)      the validity of the issue of any securities
purchased, sold, or written by or for the Trust or any Fund, the legality of the
purchase, sale or writing thereof, or the propriety of the amount paid or
received therefor;

                           (ii)     the legality of the sale or redemption of
any Shares, or the propriety of the amount to be received or paid therefor;

                           (iii)    the legality of the declaration or payment
of any dividend by the Trust;

                           (iv)     the legality of any borrowing by the Trust
using securities as collateral;

                                      I-24


                           (v)      the legality of any loan of portfolio
securities, or under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer, or financial institution or held
by it at any time as a result of such loan of portfolio securities is adequate
collateral for or against any loss Custodian, the Trust or any Fund might
sustain as a result of such loan. Custodian specifically, but not by way of
limitation, shall not be under any duty or obligation periodically to check or
notify the Trust or any Fund that the amount of such cash collateral held by
Custodian for the Trust is sufficient collateral for the Trust, but such duty or
obligation shall be the sole responsibility of the Trust. In addition, Custodian
shall be under no duty or obligation to see that any broker, dealer or financial
institution to which portfolio securities are lent makes payment to it of any
dividends or interest which are payable to or for the account of the Trust
during the period of such loan or at the termination of such loan, provided,
however, that Custodian shall promptly notify the Trust in the event that such
dividends or interest are not paid and received when due; or

                           (vi)     the sufficiency or value of any amounts of
money and/or securities held in any segregated account described in Paragraph
12(a) hereof in connection with transactions by the Funds, or whether such
segregated account provides the compliance intended to be achieved. In addition,
Custodian shall not be under any duty or obligation to see that any broker,
dealer, FCM or Clearing Member makes payment to the Fund of any variation margin
payment or similar payment which the Fund may be entitled to receive from such
broker, dealer, FCM or Clearing Member, to see that any payment received by
Custodian from any broker, dealer, FCM or Clearing Member is the amount the
Trust is entitled to receive, or to notify the Trust or a Fund of Custodian's
receipt or non-receipt of any such payment.

                  (c)      Custodian shall not be liable for, or considered to
be sub-custodian or custodian of, any money, whether or not represented by any
check, draft, or other instrument for the payment of money, received by
Custodian on behalf of the Trust until Custodian actually receives and collects
such money directly or by the final crediting of the account representing the
Fund's interest at the Book-Entry System or a Securities Depository.

                  (d)      Custodian shall not have any responsibility or be
liable for ascertaining or acting upon any calls, conversions, exchange offers,
tenders, interest rate changes or similar matters relating to securities held in
a Securities Depository, unless Custodian shall have actually received timely
notice from such Securities Depository. In no event shall Custodian have any
responsibility or liability for the failure of any Securities Depository to
collect, or for the late collection or late crediting by a Securities Depository
of any amount payable upon securities deposited in a Securities Depository which
may mature or be redeemed, retired, called or otherwise become payable. Upon
receipt of Written Instructions from the Trust of an overdue amount on
securities held in a Securities Depository, Custodian shall make a claim against
a Securities Depository on behalf of the Trust, except that Custodian shall not
be under any obligation to appear in,

                                      I-25


prosecute or defend any action suit or proceeding in respect to any securities
held by a Securities Depository which in its opinion may involve it in expense
or liability, unless indemnity satisfactory to it against all expense and
liability be furnished as often as may be required.

                  (e)      Custodian shall not be under any duty or obligation
to take action to effect collection of any amount due to the Trust from a
transfer agent of the Trust nor to take any action to effect payment or
distribution by the transfer agent of the Trust of any amount paid by Custodian
to the transfer agent of the Trust in accordance with this Agreement.

                  (f)      Custodian shall not be under any duty or obligation
to take action to effect collection of any amount, if the securities upon which
such amount is payable are in default, or if payment is refused after due demand
or presentation, unless and until: (i) it shall be directed to take such action
by Written Instructions, and (ii) it shall be assured to its reasonable
satisfaction of reimbursement of its costs and expenses in connection with any
such action.

                  (g)      Custodian may in addition to the employment of
Foreign Sub-Custodians pursuant to Paragraphs 7 and 27, hereof appoint one or
more banking institutions as Depository or Depositories, as a sub-custodian or
as sub-custodians, or as a co-custodian or as co-custodians, including, but not
limited to, banking institutions located in foreign countries, of securities and
moneys at any time owned by the Funds, upon such terms and conditions as may be
approved in an Officer's Certificate or contained in an agreement executed by
Custodian and the Trust and the appointed institution.

                  (h)      Custodian shall not be under any duty or obligation:
(i) to ascertain whether any securities at any time delivered to, or held by it
or by any Foreign Sub-Custodian, for the account of the Trust and specifically
allocated to a Fund are such as properly may be held by the Trust or such Fund
under the provisions of its Prospectus, or (ii) to ascertain whether any
transactions by the Fund, whether or not involving Custodian, are such
transactions as may properly be engaged in by the Fund.

                  (i)      Custodian shall charge its compensation and any
expenses with respect to the Funds of the Trust incurred by Custodian in the
performance of its duties under this Agreement only against the money of the
Fund or Funds of the Trust from which such compensation or expenses is actually
due and payable, and under no circumstances shall any compensation or expenses
due to Custodian be considered to be a joint, or joint and several, obligation
of the Funds of the Trust. To the extent that Custodian is entitled to recover
from the Trust any loss, damage, liability or expense (including counsel fees)
under this Agreement, Custodian shall charge the amount due in respect of such
loss, damage, liability or expense (including counsel fees) only against the
money held by it for the Fund or Funds of the Trust that is/are identified by
the Trust in an Officer's Certificate, unless and until the Trust instructs
Custodian by an Officer's

                                      I-26


Certificate to charge against money held by it for the account of a Fund such
Fund's pro rata share (based on such Fund's net asset value at the time of the
charge in proportion to the aggregate net asset value of all Funds at that time)
of the amount of such loss, damage, liability or expense (including counsel
fees).

                  (j)      Custodian shall be entitled to rely upon any
Officer's Certificate, Written Instructions, notice or other instrument in
writing received by Custodian and reasonably believed by Custodian, to be an
Officer's Certificate or Written Instructions. Custodian shall be entitled to
rely upon any Oral Instructions actually received by Custodian. The Trust agrees
to forward to Custodian Written Instructions confirming such Oral Instructions
in such manner so that such Written Instructions are received by Custodian,
whether by hand delivery, telecopier or other similar device, or otherwise, by
the close of business of the same day that such Oral Instructions are received
by Custodian. The Trust agrees that the fact that such confirming instructions
are not received, or that contrary instructions are received, by Custodian shall
in no way affect the validity of the transactions or enforceability of the
transactions hereby authorized by the Trust. The Trust agrees that Custodian
shall not incur any liability to the Trust in acting upon Oral Instructions
given to Custodian hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an Authorized Person.

                  (k)      Custodian shall be entitled to rely upon any
instrument, instruction or notice received by it and reasonably believed by it
to be given in accordance with the terms and conditions of any FCM Agreement.
Without limiting the generality of the foregoing, Custodian shall not be under
any duty to inquire into, and Custodian shall not be liable for, the accuracy of
any statements or representations contained in any such instrument or other
notice including, without limitation, any specification of any amount to be paid
to a broker, dealer, futures commission merchant or clearing member.

                  (l)      Custodian shall provide the Trust with any report
obtained by Custodian on the system of internal accounting control of the
Book-Entry System, any Securities Depository utilized hereunder the Depository
or the Options Clearing Corporation, and with such reports on its own systems of
internal accounting control as the Trust may reasonably request from time to
time.

                  (m)      Subject to the foregoing provisions of this
Agreement, including, without limitation, those contained in Paragraph 27
hereof, Custodian may deliver and receive securities, and receipts with respect
to such securities, and arrange for payments to be made and received by
Custodian in accordance with the customs prevailing from time to time among
brokers or dealers in such securities. When Custodian is instructed to deliver
securities against payment, delivery of such securities and receipt of payment
therefor may not be completed simultaneously. The Fund assumes all
responsibility and liability for all credit risks involved in connection with
Custodian's delivery of securities

                                      I-27


pursuant to proper instructions of the Fund, which responsibility and liability
shall continue until final payment in full has been received by Custodian.

                  (n)      Custodian shall not have any duties or
responsibilities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or obligation shall be
implied in this Agreement against Custodian.

         29.      TERMINATION. Any of the parties hereto may terminate this
Agreement by giving to the other parties a notice in writing specifying the date
of such termination, which shall be not less than ninety (90) days after the
date of giving of such notice. Upon the date set forth in such notice this
Agreement shall terminate, and Custodian shall on that date deliver directly to
the Trust or a successor custodian designated by the Trust all securities and
moneys then owned by the Trust and held by Custodian, after deducting all fees,
expenses and other amounts for the payment or reimbursement of which it shall
then be entitled; provided, however, that transaction fees and expenses payable
by the Trust in connection with a deconversion to a successor custodian shall be
limited to Custodian's actual direct cost.

         30.      NOTICES. All notices and other communications (collectively
referred to as "Notice" or "Notices" in this paragraph) hereunder shall be in
writing or by confirm in telegram, cable, telex, or facsimile sending device.
Notices shall be addressed: (a) if to Custodian, at Custodian's address, 90
Washington Street, 22nd Floor, New York, New York 10286, Attention: Frank Ajosa;
(b) if to the Trust, at the address of the Trust's Secretary, 111 Center Street,
Little Rock, Arkansas 72201, Attention: Richard H. Blank, Jr., Secretary; or (c)
if to none of the foregoing, at such other address as shall have been notified
to the sender of any such Notice or other communication. Notice shall be deemed
to have been given when actually received by the other party. All postage,
cable, telegram, telex and facsimile sending device charges arising from the
sending of a Notice hereunder shall be paid by the sender.

         31.      FURTHER ACTIONS. Each party agrees to perform such further
acts and execute such further documents as it deems necessary to effectuate the
purposes hereof.

         32.      AMENDMENTS. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

         33.      MISCELLANEOUS.

                  (a)      The Trust agrees that Custodian may be a counterparty
in any purchase or sale of foreign currency by or for the Trust on a spot or
forward basis, and on any option to buy or sell foreign currency.

                  (b)      This Agreement embodies the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings

                                      I-28


relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in New York and governed by New
York law. 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. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.

         34.      RELEASE. The names "Nations Funds Trust" and "Trustees of
Nations Funds Trust" refer respectively to the Trust created and the Trustees,
as trustees but not individually or personally, acting from time to time under a
Declaration of Trust which is hereby referred to and a copy of which is on file
at the principal office of the Trust. The obligations of "Nations Funds Trust"
entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, Interestholders, or representatives of
the Trust personally, but bind only the Trust Property (as defined in the
Declaration of Trust), and all persons dealing with any class of Shares of the
Trust Property, and all persons dealing with any class of Shares of the Trust
must look solely to the Trust Property belonging to such class for the
enforcement of any claims against the Trust.

         35.      COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.

                                      I-29


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.

                                      NATIONS FUNDS TRUST

                                      By: /s/ A. Max Walker
                                          ------------------------------------
                                          A. Max Walker
                                          President and Chairman of the Board of
                                          Trustees

                                      THE BANK OF NEW YORK

                                      By: /s/ Ira Rosner
                                          ------------------------------------
                                          Ira Rosner
                                          Vice President

                                      I-30


                                   SCHEDULE I

         The Custody Agreement between Nations Funds Trust and Sub-Custodian
applies to the following Funds of the Trust:

1.   Corporate Bond Portfolio

2.   High Income Portfolio

3.   Mortgage- and Asset-Backed Portfolio

4.   Nations Asset Allocation Fund

5.   Nations Bond Fund

6.   Nations California Intermediate Municipal Bond Fund

7.   Nations California Municipal Bond Fund

8.   Nations California Tax-Exempt Reserves

9.   Nations Capital Growth Fund

10.  Nations Cash Reserves

11.  Nations Convertible Securities Fund

12.  Nations Florida Intermediate Municipal Bond Fund

13.  Nations Florida Municipal Bond Fund

14.  Nations Georgia Intermediate Municipal Bond Fund

15.  Nations Global Value Fund

16.  Nations Government Reserves

17.  Nations Government Securities Fund

18.  Nations High Yield Bond Fund

19.  Nations Intermediate Bond Fund

20.  Nations Intermediate Municipal Bond Fund

21.  Nations International Equity Fund

22.  Nations International Value Fund

23.  Nations Kansas Municipal Income Fund

24.  Nations LargeCap Index Fund

25.  Nations LifeGoal Balanced Growth Portfolio

26.  Nations LifeGoal Growth Portfolio

27.  Nations LifeGoal Income and Growth Portfolio

28.  Nations LargeCap Enhanced Core Fund

29.  Nations Marsico 21st Century Fund

30.  Nations Marsico Focused Equities Fund

31.  Nations Marsico Growth Fund

32.  Nations Marsico International Opportunities Fund

33.  Nations Maryland Intermediate Municipal Bond Fund

34.  Nations MidCap Growth Fund

35.  Nations MidCap Index Fund

                                       I-1


36.  Nations MidCap Value Fund

37.  Nations Money Market Reserves

38.  Nations Municipal Income Fund

39.  Nations Municipal Reserves

40.  Nations New York Tax-Exempt Reserves

41.  Nations North Carolina Intermediate Municipal Bond Fund

42.  Nations Short-Intermediate Government Fund

43.  Nations Short-Term Income Fund

44.  Nations Short-Term Municipal Income Fund

45.  Nations SmallCap Index Fund

46.  Nations SmallCap Value Fund

47.  Nations Small Company Fund

48.  Nations South Carolina Intermediate Municipal Bond Fund

49.  Nations Strategic Growth Fund

50.  Nations Strategic Income Fund

51.  Nations Tax-Exempt Reserves

52.  Nations Tennessee Intermediate Municipal Bond Fund

53.  Nations Texas Intermediate Municipal Bond Fund

54.  Nations Treasury Reserves

55.  Nations Value Fund

56.  Nations Virginia Intermediate Municipal Bond Fund

Approved: May 23, 2001
Last Amended: August 1, 2003

                                      I-2


         IN WITNESS WHEREOF, the parties hereto have caused the amended Schedule
I to be executed by their officers designated below as of the 1st day of August,
2003.

                                           NATIONS FUNDS TRUST

                                       By: /s/ Robert B. Carroll
                                           ------------------------------------
                                           Robert B. Carroll
                                           Secretary

                                           THE BANK OF NEW YORK

                                       By: /s/ Ira Rosner
                                           ------------------------------------
                                           Ira Rosner
                                           Vice President



                                   SCHEDULE II

                                  PUBLICATIONS

I, Ira Rosner, a Vice President with THE BANK OF NEW YORK do hereby designate
the following publications:

                                 The Bond Buyer
                        Depository Trust Company Services
                          Financial Daily Card Service
                        JJ Kenney Municipal Bond Service
                             London Financial Times
                                 New York Times
                      Standard & Poor's Called Bond Record
                               Wall Street Journal

                                      I-4


                                  SCHEDULE III
                         DOMESTIC CUSTODIAN FEE SCHEDULE
                                       FOR
                               NATIONS FUNDS TRUST
                               MONEY MARKET FUNDS

SAFEKEEPING/INCOME              COLLECTION/REPORTING                      DTC-ID
AFFIRMATION ALL SYSTEMS DEVELOPMENT AND USAGE CHARGES

1/2               of one basis point per annum on the aggregate net assets of
                  all Nations' Money Market Funds.

SECURITY TRANSACTION CHARGES

$ 7               DTC/FRB/PTC
$15               Physicals
$40               Euro C/D's

OTHER CHARGES

$ 5               Bank official checks
$ 2               Money transfers in/out of the Fund's custodian account not
                  related to securities transactions.

EARNINGS CREDITS ON BALANCES/INTEREST ON OVERDRAFTS

Earnings credits are provided to each Fund on 80% of the daily balance in the
domestic custodian account computed at the 90-day T-bill rate on the day of the
balance.

Overdrafts, excluding bank errors, will cause a reduction of earnings credits
daily, computed at 1% above the average Federal Funds rate on the day of the
overdraft.

Credits and debits will be accumulated daily and offset monthly against the
Bank's domestic custodian fees. To the extent a net debit is accumulated, each
Fund will be billed for the expense. To the extent a net earnings credit is
generated, such excess earnings credit can be carried forward to the next
succeeding month. However, no earnings credit will be carried forward after
year-end.

                                      I-5


                         DOMESTIC CUSTODIAN FEE SCHEDULE
                                       FOR
                               NATIONS FUNDS TRUST
                               MONEY MARKET FUNDS

OUT-OF-POCKET EXPENSES

None.

BILLING CYCLE

The above fees are billed monthly.

NATIONS FUNDS TRUST                        THE BANK OF NEW YORK
Approved by: /s/ A. Max Walker             Approved by: /s/ Ira Rosner
             -------------------------                  ------------------------
             A. Max Walker                              Ira Rosner
             President and Chairman of                  Vice President
             the Board of Trustees
         Date: July 2, 2001                         Date: July 2, 2001

                                      I-6


                         DOMESTIC CUSTODIAN FEE SCHEDULE
                                       FOR
                               NATIONS FUNDS TRUST
                             NON-MONEY MARKET FUNDS

SAFEKEEPING/INCOME              COLLECTION/REPORTING/DTC-ID          AFFIRMATION
ALL SYSTEMS DEVELOPMENT AND USAGE CHARGES

3/4ths            of one basis point per annum on the aggregate net assets of
                  all Nations' Non-Money Market Funds up to $10 billion.
1/2               of a basis point on the excess.

SECURITY TRANSACTION CHARGES/PAYDOWNS

$ 5               Paydowns
$ 7               DTC/FRB/PTC
$15               Physicals, options, and futures
$40               Euro C/D's

OTHER CHARGES

         $        Bank official checks
5

         $        Money transfer in/out of the Fund's custodian account not
2                 related to securities transactions.

EARNINGS CREDITS ON BALANCES/INTEREST ON OVERDRAFTS

Earnings credits are provided to each Fund on 80% of the daily balance in the
domestic custodian account computed at the 90-day T-bill rate on the day of the
balance. Overdrafts, excluding bank errors, will cause a reduction of earnings
credits daily, computed at 1% above the average Federal Funds rate on the day of
the overdraft. Credits and debits will be accumulated daily and offset monthly
against the Bank's domestic custodian fees. To the extent a net debit is
accumulated, each Fund will be billed for the expense. To the extent a net
earnings credit is generated, such excess earnings credit can be carried forward
to the next succeeding month. However, no earnings credit will be carried
forward after year-end.

                                      I-7


                         DOMESTIC CUSTODIAN FEE SCHEDULE
                                       FOR
                               NATIONS FUNDS TRUST
                             NON-MONEY MARKET FUNDS

OUT-OF-POCKET EXPENSES

None.

BILLING CYCLE

The above fees are billed monthly.

NATIONS FUNDS TRUST                       THE BANK OF NEW YORK
Approved by: /s/ A. Max Walker            Approved by: /s/ Ira Rosner
             --------------------------                ------------------------
             A. Max Walker                             Ira Rosner
             President and Chairman of                 Vice President
             the Board of Trustees
         Date: July 2, 2001                        Date: July 2, 2001

CUSTOMER CONTACT

         Portfolio trades are coordinated by a dedicated administrative group
         reacting to instructions from your authorized persons.

         The group consists of a senior officer in charge, administrators
         assigned based on activity and complexity and ample backup on hand to
         ensure responsiveness to your needs.

SAFEKEEPING OF SECURITIES

         We are a direct member of all major depositor systems, i.e., Depository
         Trust Company, Federal Reserve Book Entry, Participants Trust Company,
         etc.

         Agreements are in place with sub-custodians for book-entry municipal
         bond programs.

         Arrangements have been completed for numerous multi-party repurchase
         transactions.

         Vault Operations are constantly monitored via closed-circuit security
         systems.

                                      I-8


OPTIONS/FUTURES

         Issue escrow or depository receipts.

         Collect premiums and effect closing purchase transactions for covered
         call options.

         Issue guarantee letters for put options.

         Agreements are in place with numerous Futures Commission Merchants
         (FCMs), to settle transactions and service maintenance margin
         requirements.

         Segregated accounts are maintained to comply with collateral agreements
         with contra-brokers.

INCOME COLLECTION/PAYDOWNS

         Dividends and interest due to the account are pre-posted on the payable
         date.

         Proceeds from maturing securities are credited on the redemption date.

         Paydowns on GNMA, FNMA, FHLMC, and CMOs are posted on payable date and
         credited in Federal Funds on the business day after payable date when
         the factor is available (95% of issues held).

         Securities requiring registration are held in our nominee name to
         facilitate both sales and income collection.

REPORTS

         The following reports are provided to allow your staff to monitor
         portfolio cash and security transactions:

         Daily Custodian Account Journal includes portfolio and cash
         transactions of the previous business day.

         Cash Balance Projection Report includes all trades reported to us that
         have not settled through the previous business day. Pending dividends,
         interest, maturities and called bonds are also listed on this report.

         Daily report of affirmed/unaffirmed trades.

         List of Assets reflects securities and cash held in the custodian
         account available daily, weekly, monthly, etc.

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         Monthly Cash Statement - summary of all Daily Custodian Account Journal
         activity for the previous month.

WORKSTATION

         Our workstation will afford you the ability to review, edit, enter, and
         transmit all trade settlement instructions to the Bank for processing.
         Easily accessed via a PC, using a local telephone number, it increases
         your flexibility to input and retrieve information while significantly
         reducing your communication costs. The system is accessible 24 hours a
         day, 7 days a week.

         Our Cash Management Report is another of our on-line systems
         capabilities providing real-time settlement data regarding the current
         day's activity in your account. The activity would include pending and
         settled trades, income, paydowns and maturity payments as well as cash
         balances. This information puts effective cash management in your
         hands.

         Another of our dynamic on-line systems is called Q-TRAK. This on-line
         module of our system can be used to notify the bank of any inquiries
         regarding securities related problems. You can use Q-TRAK to route your
         inquiries directly to your Custody Administrative Team. Q-TRAK allows
         for prioritization of each inquiry and response, and permits you to
         monitor progress on each item as it is being researched. Many of the
         Bank's clients have found Q-TRAK to be an excellent tool in achieving
         timely resolutions to their questions.

GENERAL SERVICING

         Prompt notification of corporate actions.

         Corporate literature directly forwarded upon receipt.

         Proxies for securities held in our nominee are executed and forwarded
         to the Fund for voting.

         Payment of your authorized corporate expenses.

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                                   SCHEDULE IV

                                 OVERDRAFT RATE

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