EXHIBIT 99.B6(c)
NATIONS ANNUITY TRUST
SHAREHOLDER SERVICING AGREEMENT
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement
("Agreement") with you concerning the provision of shareholder support
services to your clients ("Customers") who invest in one or more of the
portfolios (each a "Portfolio" and collectively, "Portfolios") of
Nations Annuity Trust (the "Trust") by purchasing contracts.
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following shareholder support
services to your Customers: (i) general shareholder liaison services;
(ii) processing purchases and redemption requests; (iii) processing
dividend and distribution payments; (iv) providing sales information
periodically to Customers, including information showing their
contracts' positions in the Portfolios; (v) providing sub-accounting;
(vi) responding to inquiries from Customers; (vii) arranging for bank
wires; and (viii) providing such other similar services as may be
reasonably requested. Servicing agents may include participating
insurance companies. All services rendered hereunder by you shall be
performed in a professional, competent and timely manner.
Section 2. You will perform only those activities which are
consistent with statutes and regulations applicable to you. You will act
solely as agent or, upon the order of, and for the account of, your
Customers.
Section 3. You will provide such office space and equipment,
telephone facilities and personnel (which may be any part of the space,
equipment and facilities currently used in your business, or any
personnel employed by you) as may be reasonably necessary or beneficial
in order to provide the shareholder support services contemplated
hereby.
Section 4. Neither you nor any of your officers, employees or
agents are authorized to make any representations concerning us or the
Portfolios except those contained in our then current prospectus and
statement of additional information, as amended or supplemented from
time to time, copies of which will be supplied by us to you, or in such
supplemental literature or advertising as may be authorized by the
Distributor or us in writing.
Section 5. For all purposes of this Agreement you will be deemed
to be an independent contractor, and will have no authority to act as
agent for us in any matter or in any respect, except as provided herein.
By your written acceptance of this Agreement, you agree to and do
release, indemnify and hold us harmless from and against any and all
direct or indirect liabilities or losses resulting from requests,
directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder or the
purchase, redemption, transfer or registration of shares (or orders
relating to the same) by or on behalf of Customers.
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You and your employees will, upon request, be available during normal
business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section 6. In consideration of the services and facilities
provided by you hereunder, we will pay to you, and you will accept as
full payments therefor, a fee as described in the applicable then
current prospectus. The fee rate payable to you may be prospectively
increased or decreased by us, in our sole discretion, at any time upon
notice to you. Further, we may, in our discretion and without notice,
suspend or withdraw the sale of shares of any and all Portfolios,
including the sale of shares to you for the account of any Customer or
Customers. Compensation payable under this Agreement is subject to,
among other things, the National Association of Securities Dealers, Inc.
("NASD") Rules of Conduct governing receipt by NASD members of service
fees from registered investment companies (the "NASD Service Fee Rule").
Such compensation shall only be paid if permissible under the NASD
Service Fee Rule and shall not be payable for services that are deemed
to be distribution-related services.
Section 7. You agree to provide to us at least quarterly, a
written report of the amounts expended by you in connection with the
provision of shareholder support services hereunder and the purposes for
which such expenditures were made. In addition, you will furnish us or
our designees with such information as we or they may reasonably request
(including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will
otherwise cooperate with us and our designees (including, without
limitation, any auditors or legal counsel designated by us), in
connection with the preparation of reports to our Board of Trustees
concerning this Agreement and the monies paid or payable by us pursuant
hereto, as well as any other reports or filings that may be required by
law.
Section 8. We may enter into other similar Agreements with any
other person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you
represent, warrant and agree that: (i) in no event will any of the
services provided by you hereunder be primarily intended to result in
the sale of any shares issued by us; (ii) the compensation payable to
you hereunder, together with any other compensation you receive in
connection with the investment of your Customers' assets in shares of
the Portfolios, will be disclosed by you to your Customers to the extent
required by applicable laws or regulations, will be authorized by your
Customers and will not result in an excessive or unreasonable fee to
you; and (iii) in the event an issue pertaining to this Agreement is
submitted for shareholder approval, and you have the authority from your
Customer to do so, you will vote any shares held for your own account in
the same proportion as the vote of the shares held for your Customers'
benefit.
Section 10. You agree to conform to compliance standards adopted
by the Trust or its distributor as to when a class of shares in a
Portfolio may be appropriately sold to particular investors.
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Section 11. This Agreement will become effective on the date a
fully executed copy of this Agreement is received by us or our designee
and continues in effect until terminated. This Agreement is terminable,
without penalty, at any time by us (which termination may be by a vote
of a majority of the disinterested Trustees of the Trust) or by you upon
written notice to the other party hereto.
Section 12. All notices and other communications to either you or
us will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address or number
stated herein (with a confirming copy by mail), or to such other address
as either party shall so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with
the internal laws of Delaware without giving effect to principles of
conflict of laws, and is nonassignable by the parties hereto.
Section 14. The names "Nations Annuity Trust" and "Trustees" 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 dated November 24, 1997, which is hereby referred to and a copy
of which is on file at the office of the Secretary of State of Delaware
and at the principal office of the Trust. The obligations of "Nations
Annuity Trust" entered into in the name or on behalf thereof by any of
the Trustees, officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of
the Trustees, Shareholders, officers, representatives or agents 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 must look solely to the Trust Property belonging to such
class for the enforcement of any claims against the Trust.
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