EXHIBIT 99.B6(b)
NATIONS ANNUITY TRUST
SALES SUPPORT AGREEMENT
Ladies and Gentlemen:
We are the exclusive distributor of the shares of the
portfolios of Nations Annuity Trust (the "Trust") (each a "Portfolio"
and collectively the "Portfolio") pursuant to the terms of a
Distribution Agreement with the Trust. We invite you to participate in
the distribution of those Portfolio shares listed on Schedule I hereto
(the "Shares"), as such Schedule may be amended from time to time, on
the following terms:
1. Registration Under Federal, State And Local Law To Act As Broker/Dealer
(a) You represent and warrant that you are a registered broker or
dealer pursuant to the Securities Exchange Act of 1934, as amended
("1934 Act"), and a member of the National Association of Securities
Dealers, Inc. (the "NASD"), and that you will maintain such registration
and membership and abide by the Rules of Fair Practice, the Constitution
and By-Laws of the NASD and all other rules and regulations that are now
or may become applicable to you and your activities hereunder. You agree
that you will immediately advise us in the event of your expulsion or
suspension from the NASD.
(b) You represent and warrant that you are registered or qualified
to act as a broker or dealer in the states or other jurisdictions where
you transact business. You agree that you will maintain such
registrations or qualifications in full force and effect throughout the
term of this Agreement. You agree to comply with all applicable federal,
state and local laws, including, without limiting the generality of the
foregoing, the Securities Act of 1933, as amended ("1933 Act"), the 1934
Act and the Investment Company Act of 1940, as amended ("1940 Act"), and
all applicable rules or regulations thereunder. You agree to offer and
sell Shares only in the states and other jurisdictions in which we have
indicated that such offers and sales can be made and in which you are
qualified to act. You further agree not to offer or sell Shares outside
the several states, territories or possessions of the United States.
2. Sale Of Portfolio Shares
(a) You agree to offer and sell Shares of the Portfolios to your
customers ("Customers") only at the applicable public offering price
(which is the net asset value per share plus the applicable sales load,
if any) then in effect as described in the respective Portfolio's then
currently effective prospectus, including any supplements or amendments
thereto ("Prospectus"). You may establish and charge reasonable service
fees to your Customers for processing exchange or redemption orders for
Shares, provided you disclose the fees to your Customers and provided
further that such fees do not constitute sales loads as defined in
Section 2(a)(35) of the 0000 Xxx.
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(b) You agree to provide reasonable sales support assistance in
connection with the sale of those Shares for which a distribution plan
has been adopted pursuant to Rule 12b-1 under the 1940 Act to your
Customers, which assistance may include forwarding sales literature and
advertising provided by us to your Customers and providing such other
sales support assistance as may be requested by us from time to time.
All support services rendered by you shall be performed in a
professional, competent and timely manner.
(c) We will furnish you, upon request, with a reasonable quantity
of copies of the Prospectuses, Statements of Additional Information,
sales literature issued by us supplemental to the Prospectuses and
Statements of Additional Information ("Sales Literature") and amendments
and supplements thereto. You agree that if and when we supply you with
copies of any supplements to any Prospectus, you will affix copies of
such supplements to all such Prospectuses in your possession, that
thereafter you will distribute such Prospectuses only with such
supplements affixed, and that you will present purchase orders for
Shares ("Purchase Orders") only from persons who have received
Prospectuses with such supplements affixed. You agree not to use Sales
Literature in connection with the solicitation of Purchase Orders for
Shares unless accompanied or preceded by the relevant Prospectus.
(d) You agree not to hold Shares that may be subject to a
contingent deferred sales charge in an account registered in your name
or in the name of your nominee for the benefit of your Customers. You
agree to hold such Shares in a separate account for each Customer who is
a beneficial owner of Portfolio Shares.
(e) You agree to submit to us, for review and approval prior to
use, any sales literature prepared by you regarding the Portfolios that
you wish to distribute to your Customers. You will be responsible for
filing such sales literature, if required, with the NASD and other
applicable regulatory authorities.
3. Execution Of Purchase Orders And Redemption Of Shares
(a) Any Purchase Orders for Shares received from you and
accepted by us will be executed at the applicable public offering price
next determined after our receipt and acceptance of such Purchase Order,
in accordance with the Prospectuses. All Purchase Orders must meet the
applicable minimum initial and subsequent investment requirements as
described and set forth in the Prospectuses. You agree to date and time
stamp all orders received by you and to promptly forward all Purchase
Orders to us or the Portfolios' Transfer Agent in time for processing at
the public offering price next determined after receipt by you. You
agree that you will not withhold Purchase Orders or purchase Shares in
anticipation of receiving Purchase Orders from Customers. The procedures
applicable to the handling of Purchase Orders shall be subject to such
instructions as may be issued by us or the Portfolios' Transfer Agent
from time to time.
(b) All Purchase Orders are subject to acceptance by us and
confirmation by the Portfolios or their Transfer Agent. We reserve the
right in our sole discretion to reject any Purchase Order, including
contingent or conditional Purchase Orders, in whole or in part. We
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also reserve the right in our discretion without notice to you to
suspend sales or withdraw the offering of Shares, in whole or part.
(c) If payment for Shares purchased hereunder is not received or
made within the applicable time period specified in the governing
Prospectus, or if you cancel any order at any time after our acceptance
of the Purchase Order, we reserve the right to cancel the sale (or, at
our option, to redeem the Shares), in which case you shall be
responsible to the Portfolios, their Transfer Agent and us for any
losses, claims, damages or expenses resulting from your failure to make
payment or cancellation as aforesaid.
(d) You agree to purchase Shares only through us or from your
Customers. Purchases through us shall be made only for the purpose of
covering Purchase Orders already received from your Customers or for
your bona fide investment. Purchases from your Customers, if any, shall
be at a price that is not less than the applicable net asset value
quoted by the Portfolios at the time of such purchase as determined in
the manner set forth in the Prospectus(es). All transactions in Shares
shall be subject to the terms and provisions set forth in the
Prospectus(es).
(e) Shares purchased hereunder will not be issued in certificated
form except where permitted by the applicable Prospectus, upon written
request by you or your Customer, and only when payment and proper
registration or transfer instructions have been received by the
Portfolios or their Transfer Agent.
4. Representation Regarding The Accuracy Of Customer Instructions
If a Customer's account with a Portfolio is established
without the Customer signing an Account Application, you represent that
the instructions relating to the registration and shareholder options
selected (whether on the Account Application, in some other document or
orally) are in accordance with the Customer's instructions, and you
shall be responsible to the Portfolios, their Transfer Agent and us for
any losses, claims, damages or expenses resulting from acting upon such
instructions.
5. Dealer Is Not An Agent For Xxxxxxxx Or The Portfolios
(a) You have no authority whatsoever to act as agent for, partner
of, or participant in, a joint venture with the Portfolios or us or any
other member of the Selling Group, and nothing in this Agreement shall
constitute either of us the agent of the other or shall constitute you,
or the Portfolios the agent of each other. In all transactions in
Shares, you are acting as principal or as agent for your Customer and we
are acting as agent for the Portfolios and not as principal.
(b) Neither you nor any of your officers, employees or agents is
authorized to make any representations concerning us, the Portfolios or
the Shares except those contained in the Prospectuses and Statement(s)
of Additional Information, and in Sales Literature provided by us or the
Portfolios. In purchasing Shares through us, you shall rely solely upon
the representations contained in the Prospectus(es), the Statement(s) of
Additional Information and Sales Literature.
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6. Protection Against Unauthorized Use Of The Portfolios' Recordkeeping
Systems
You agree to provide such security as is necessary to
prevent any unauthorized use of the Portfolios' recordkeeping system,
accessed via any computer hardware or software provided to you by us or
the Transfer Agent.
7. Compensation
(a) As compensation for your actions hereunder, you shall be
entitled to receive that portion of the sales load assessed on the
purchase of Shares, if any, by your Customers equal to the dealer
allowance, as set forth in the Prospectus(es). Sales loads and dealer
allowances shall take into account volume discounts, rights of
accumulation, letters of intent, certain reinvestments of redemption
proceeds, certain reductions for designated persons or groups and
exchanges and any other arrangements for the reduction or elimination of
sales loads and dealer allowances, all as described in the
Prospectus(es). You are responsible for obtaining from your Customers
such information as you deem necessary to establish a reasonable basis
for believing that the Customer is eligible for any claimed reductions
in or elimination of sales loads, and for obtaining from your Customers
requisite tax identification numbers and certifications. By transmitting
Purchase Orders to us or to the Portfolios' Transfer Agent, you shall be
deemed to have represented and warranted to us, the Portfolios, and
their Transfer Agent that you have a reasonable basis for believing, and
do believe, that the Customer is eligible for such reduction or
elimination and that, unless you advise us otherwise, you have obtained
the requisite tax identification numbers and certifications. You
acknowledge that, if substantially all sales loads are paid or
re-allowed to you in connection with a purchase of Shares through us,
you may be deemed an "underwriter" of the Shares under the 1933 Act.
(b) As further consideration for the sales support assistance
provided by you under Paragraph 2(b) hereof, we will pay to you, and you
will accept as full payment therefor, a periodic fee based upon a
percentage of the average daily net asset value of the Portfolio Shares
attributable to you, as disclosed in the governing Prospectus. Such fees
shall be used primarily for sales support services provided, and related
expenses incurred, by you. The fee rate payable to you may be
prospectively increased or decreased at any time upon notice to you.
(c) If any Shares are repurchased by or tendered for redemption to
the Portfolios within seven business days after acceptance by us or the
Transfer Agent of the Purchase Order for such Shares, you shall forfeit
the right to and promptly refund to us the full dealer allowance paid or
re-allowed to you in connection with the original Purchase Order.
8. Reports
You agree to provide us at least quarterly a written
report of the amounts expended by you in connection with the provision
of the sales support services referenced in Paragraph 2(b) hereof and
the purposes for which such expenditures were made. In addition, you
agree to cooperate with us in connection with the preparation of reports
to the Board of Trustees of the
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Trust or regulatory authorities concerning this Agreement and the
amounts expended pursuant hereto.
9. Disclosures To Shareholders And Shareholder Voting
(a) You agree and warrant that the compensation payable to you
under this Agreement, together with any other compensation you receive
in connection with the investment of your Customers' assets in Shares,
will be disclosed by you to your Customers to the extent required by
applicable laws and regulations, will be authorized by your Customers
and will not result in an excessive or unreasonable fee to you.
(b) You agree that in the event an issue pertaining to this
Agreement or any distribution plan for the Shares adopted pursuant to
Rule 12b-1 is submitted for shareholder approval, and you have the
authority to do so, you will vote any Shares held for your own account
in the same proportion as the vote of Shares for your Customers'
benefit.
10. Protection Against Unauthorized Use Of Customer Names
The names of your Customers are and shall remain your sole
property and shall not be used by us for any purpose except for
servicing and informational mailings in the normal course of business.
The provisions of this paragraph shall survive the termination of this
Agreement.
11. Indemnification
(a) You agree to indemnify the Portfolios, their Transfer Agent
and us for any losses, claims, damages or expenses arising out of or in
connection with any wrongful act or omission by you, your
representatives, agents or sub-agents not in accordance with this
Agreement, provided that such losses, claims, damages or expenses were
not caused by the indemnities' willful misfeasance, bad faith or gross
negligence.
(b) We agree to indemnify you for any losses, claims, damages or
expenses arising out of or in connection with any wrongful act or
omission by us, provided that such losses, claims, damages or expenses
were not caused by the willful misfeasance, bad faith or gross
negligence by you, your representatives, agents or sub-agents.
(c) The provisions of this paragraph shall survive the termination
of this Agreement.
12. Amendment And Termination Of Agreement
(a) This Agreement shall become effective upon receipt by us of a
signed copy hereof, and shall cancel and supersede any and all prior
Selling Group Agreements or similar agreements or contracts relating to
the distribution of the Shares between you and the Portfolios or their
distributor. We reserve the right to amend this Agreement at any time.
Any amendments to this Agreement shall be deemed accepted by you, and
will take effect with respect to, and on the date of, any orders placed
by you after the date set forth in any notice of amendment sent by us to
you.
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(b) This Agreement may be terminated upon written notice by either
party at any time, and shall automatically terminate upon its assignment
by you, whether by operation of law or otherwise, or by us otherwise
than by operation of law. We reserve the right to cancel this Agreement
at any time without notice if any Shares are offered for sale by you at
less than the applicable public offering price as set forth in the
Prospectus(es).
13. Notices
All communications to us shall be sent to us by first
class mail, postage prepaid, or by confirmed telefacsimile at 000 Xxxxxx
Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000; telefacsimile (000) 000-0000. Any
notice to you shall be duly given if sent by first class mail, postage
prepaid, or by confirmed telefacsimile to you at your address or
telefacsimile number as set forth on the signature page hereof. Any
party that changes its address or telefacsimile number shall promptly
notify the other party in accordance with the terms of this paragraph.
14. Miscellaneous
(a) This Agreement is in all respects subject to statements
regarding the sale and repurchase or redemption of Shares made in the
Prospectuses, and to the Rules of Fair Practice of the NASD, which shall
control and override any provision to the contrary in this Agreement.
You further acknowledge that this Agreement has been entered into
pursuant to Rule 12b-1 under the 1940 Act, and is subject to the
provisions of that Rule as well as any other applicable rules and
regulations promulgated by the Securities and Exchange Commission.
(b) The sub-headings in this Agreement are for convenience only
and are not a part of the Agreement.
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15. Governing Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Arkansas without giving effect
to principles of conflict of laws.
Date: ___________________ XXXXXXXX INC.
By: ____________________________________
Name: __________________________________
Title: _________________________________
The undersigned accepts this invitation to become a member of the
Selling Group and agrees to abide by the foregoing terms and conditions.
Print Firm Name: _________________________
Address: ______________________________
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Telephone: (___) ______________________
Telefacsimile: (___) __________________
Date: ______________________
By: ________________________________
Name: ______________________________
Title: _____________________________
Please execute this Agreement in duplicate
and return one copy to Xxxxxxxx Inc.
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SCHEDULE I
NATIONS ANNUITY TRUST
Nations Balanced Assets Portfolio
Nations Disciplined Equity Portfolio
Nations International Growth Portfolio
Nations Managed Index Portfolio
Nations Managed SmallCap Index Portfolio
Nations Xxxxxxx Focused Equities Portfolio
Nations Xxxxxxx Growth & Income Portfolio
Nations Value Portfolio
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