SHAREHOLDER SERVICING AND DISTRIBUTION PLAN
NATIONS ANNUITY TRUST
This SHAREHOLDER SERVICING AND DISTRIBUTION PLAN (the "Plan") has
been adopted by the Board of Trustees of NATIONS ANNUITY TRUST (the "Trust") in
conformance with Rule 12b-1 under the Investment Company Act of 1940 as amended
(the "1940 Act").
Section 1. Payments for Services. Under the terms of this Plan,
the Trust may act as a distributor of the Shares of which a Portfolio is the
issuer, pursuant to Rule 12b-1 under the 1940 Act. The Trust may incur as a
distributor of the shares of each Portfolio ("Shares") expenses of up to
twenty-five one-hundredths of one percent (0.25%) per annum of the average daily
net assets of the Trust attributable to the Shares of the Portfolios (as defined
on Exhibit A).
Section 2. Expenses Covered by the Plan. Amounts set forth in
Section 1 may be expended when and if authorized in advance by the Trust's Board
of Trustees. Such amounts may be used to finance any activity which is primarily
intended to result in the sale of the Shares, including, but not limited to,
expenses of organizing and conducting sales seminars, printing of prospectuses
and statements of additional information (and supplements thereto) and reports
for other than existing shareholders, preparation and distribution of
advertising material and sales literature, supplemental payments to the Trust's
distributor (the "Distributor") and the cost of administering this Plan, as well
as the shareholder servicing activities described below. All amounts expended
pursuant to this Plan shall be paid:
(a) to the Distributor for reimbursements of distribution-related
expenses actually incurred by the Distributor, including, but not limited
to, expenses of organizing and conducting sales seminars, printing of
prospectuses and statements of additional information (and supplements
thereto) and reports for other than existing shareholders, preparation and
distribution of advertising material and sales literature and costs of
administering this Plan; or
(b) to certain broker/dealers and other financial institutions
("Agents") who offer shares to their customers and who have entered into (i)
Shareholder Servicing Agreements substantially in the form of Exhibit C, and
(ii) Sales Support Agreements substantially in the form of Exhibit B, for
providing the services contemplated thereunder.
The shareholder servicing activities for which compensation may be
received under this Plan may include, among other things: (i) providing 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.
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Section 3. Except for the payments specified in Section 1, no
additional payments are to be made by the Trust under this Plan, provided that
nothing herein shall be deemed to preclude the payments such Portfolios are
otherwise obligated to make to: (a) Banc of America Advisors, Inc. ("BAAI"),
pursuant to the Investment Advisory Agreement; and (b) Bank of America Capital
Management, Inc. ("BACAP"), Gartmore Global Partners ("Gartmore") and Marsico
Capital Management, LLC ("Marsico Capital") pursuant to Investment Sub-Advisory
Agreements; (c) The Bank of New York ("BNY"), pursuant to the Custody Agreement;
(d) PFPC Inc. ("PFPC"), pursuant to the Transfer Agency and Services Agreement;
(e) Stephens Inc. ("Stephens") and BAAI, pursuant to the Co-Administration
Agreement; (f) BNY pursuant to the Sub-Administration Agreement; (g) Servicing
Agents, pursuant to Shareholder Servicing Agreements; and (h) for the expenses
otherwise incurred by a Portfolio and the Trust on behalf of the Shares in the
normal conduct of such Portfolio's business pursuant to the Investment Advisory
Agreement and Investment Sub-Advisory Agreements, the Custody Agreement, the
Transfer Agency and Services Agreement, the Co-Administration Agreement, the
Sub-Administration Agreement, and the Shareholder Servicing Agreements. To the
extent any such payments by the Trust on behalf of a Portfolio to BAAI, BACAP,
Gartmore, Marsico Capital, PFPC, Stephens, or BNY; by BAAI, PFPC, BNY, or
Stephens or Servicing Agents, or any affiliate thereof, to any party pursuant to
any agreement; or, generally, by the Trust on behalf of a Portfolio to any
party, are deemed to be payments for the financing of any activity primarily
intended to result in the sale of the Shares within the context of Rule 12b-1
under the 1940 Act, then such payments shall be deemed to have been approved
pursuant to this Plan without regard to Section 1.
Section 4. Reports of Distributor. The officers of the Trust shall
report quarterly in writing to the Board of Trustees on the amounts and purpose
of payments for any of the activities in Section 2 and shall furnish the Board
of Trustees with such other information as the Board may reasonably request in
connection with such payments in order to enable the Board to make an informed
determination on the nature and value of such expenditures.
Section 5. Approval of Plan. This Plan shall continue in effect
for a period of more than one year from the date written below only so long as
such continuance is specifically approved at least annually by the Trust's Board
of Trustees, including the Trustees who are not interested persons of the Trust
and have no direct or indirect financial interest in the operation of this Plan
or in any Agreements related to this Plan ("Disinterested Trustees"), by vote
cast in person at a meeting called for the purpose of voting on this Plan.
Section 6. Termination. This Plan may be terminated at any time by
vote of a majority of the Disinterested Trustees or with respect to a particular
Portfolio by vote of a majority of the outstanding voting securities of the
Shares of such Portfolio, on not more than sixty (60) days' written notice to
any other party to the Plan, and shall terminate automatically in the event of
any act that constitutes an assignment of the Distribution Agreement or the
Investment Advisory Agreement.
Section 7. Amendments. This Plan may be amended at any time by the
Board of Trustees provided that: (a) any amendment to increase materially the
costs which a Portfolio may bear for distribution pursuant to this Plan shall be
effective only upon approval by a vote of a majority of the outstanding Shares
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of such Portfolio, and (b) any material amendments of the terms of this Plan
shall become effective only upon approval as provided in Section 6 thereof.
Section 8. Selection/Nomination of Trustees. So long as this Plan
is in effect, the selection and nomination of the Trust's Disinterested Trustees
shall be committed to the discretion of such Disinterested Trustees.
Section 9. Governing Law. This Plan shall be subject to the laws
of the State of Delaware and shall be interpreted and construed to further
promote the operation of the Trust as an open-end management investment company.
As used herein the terms "open-end management investment company," "assignment,"
"principal underwriter," "interested person," and "majority of the outstanding
voting securities" shall have the meanings set forth in the Securities Act of
1933, as amended or the 1940 Act, and the rules and regulations thereunder.
Section 10. Scope of Liability. Nothing herein shall be deemed to
protect the parties to any Agreement entered into pursuant to this Plan against
any liability to the Trust or its shareholders to which they would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of their duties hereunder, or by reason of their reckless disregard
of their obligations and duties hereunder.
Section 11. Records. The Trust will preserve copies of this Plan,
Agreements and any written reports regarding this Plan presented to the Board of
Trustees for a period of not less than six years.
Section 12. Limitation of Liability. The names "Nations Annuity
Trust" and "Trustees of Nations Annuity 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 and Certificate 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 a Portfolio's Shares of the Trust must look
solely to the Trust Property belonging to such Portfolio's Shares for the
enforcement of any claims against the Trust.
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EXHIBIT A
NATIONS ANNUITY TRUST
Nations Balanced Assets Portfolio
Nations Aggressive Growth Portfolio
Nations International Growth Portfolio
Nations Managed Index Portfolio
Nations SmallCap Index Portfolio
Nations Marsico Focused Equities Portfolio
Nations Marsico Growth & Income Portfolio
Nations Value Portfolio
Nations High Yield Bond Portfolio
Nations International Value Portfolio
Last Amended: July 3, 2000
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