Exhibit 99.23M(2)
NATIONS FUNDS TRUST
DISTRIBUTION PLAN
INVESTOR B SHARES
This Distribution Plan (the "Plan") for the Investor B shares of the
series of Nations Funds Trust (the "Trust") listed on the schedule attached
hereto (the "Funds"), has been adopted by the Board of Trustees of the Trust in
conformance with Rule 12b-1 under the Investment Company Act of 1940 (the "1940
Act").
Section 1. Payments for Distribution-Related Services. The Trust may
compensate or reimburse its Distributor for any activities or expenses primarily
intended to result in the sale of Investor B Shares of the Trust's Funds.
Payments by the Trust under this Section of the Plan will be calculated daily
and paid monthly at a rate or rates set from time to time by the Trust's Board
of Trustees, provided that no rate set by the Board for any Fund may exceed, on
an annual basis, 0.75% of the average daily net assets of a Fund's Investor B
Shares.
Section 2. Expenses Covered by Plan. The fees payable under Section 1
shall be used primarily to compensate or reimburse the Distributor for
distribution services provided by it, and related expenses incurred, including
payments by the Distributor to compensate or reimburse banks, broker/dealers or
other financial institutions that have entered into a Sales Support Agreement
(defined below) with the Distributor ("Selling Agents"), for sales support
services provided, and related expenses incurred, by such Selling Agents.
Payments under Section 1 may be made with respect to: (i) preparation, printing
and distribution of prospectuses, sales literature and advertising materials by
the Distributor or, as applicable, Selling Agents, attributable to distribution
or sales support activities, respectively; (ii) commissions, incentive
compensation or other compensation to, and expenses of, account executives or
other employees of the Distributor or Selling Agents, attributable to
distribution or sales support activities, respectively; (iii) overhead and other
office expenses of the Distributor or Selling Agents, attributable to
distribution or sales support activities, respectively; (iv) opportunity costs
relating to the foregoing (which may be calculated as a carrying charge on the
Distributor's or Selling Agents' unreimbursed expenses incurred in connection
with distribution or sales support activities, respectively); and (v) any other
costs and expenses relating to distribution or sales support activities. The
overhead and other office expenses referenced in this Section may include,
without limitation: (i) the expenses of operating the Distributor's or Selling
Agents' offices in connection with the sale of Fund shares, including lease
costs, the salaries and employee benefit costs of administrative, operations and
support personnel, utility costs, communication costs and the costs of
stationery and supplies; (ii) the costs of client sales seminars and travel
related to distribution and sales support activities; and (iii) other expenses
relating to distribution and sales support activities.
Section 3. Distribution and Sales Support Agreements. Any officer of the
Trust is authorized to execute and deliver, in the name and on behalf of the
Trust, a written agreement with the Distributor in a form duly approved from
time to time by the Trust's Board of Trustees. Such agreement shall authorize
the Distributor to enter into written Sales Support Agreements, in substantially
the form attached hereto as Exhibit B ("Sales Support Agreements"), with Selling
Agents.
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Section 4. Limitations on Payments. Payment made by a particular Fund
under Section 1 must be for distribution or sales support services rendered for
or on behalf of such Fund. However, joint distribution or sales support
financing with respect to the Funds (which financing may also involve other
investment portfolios or companies that are affiliated persons of such a person,
or affiliated persons of the Distributor) shall be permitted in accordance with
applicable regulations of the Securities and Exchange Commission as in effect
from time to time.
To the extent any payments made by a Fund pursuant to a Shareholder
Servicing Plan and Servicing Agreement are deemed to be payments for the
financing of any activity primarily intended to result in the sale of shares
within the context of Rule 12b-1 under the 1940 Act, such payments shall be
deemed to have been approved pursuant to the Plan.
With respect to Investor B Shares, actual distribution expenses incurred
by the Distributor (or sales support expenses incurred by Selling Agents) in a
given year may exceed the sum of the fees received by the Distributor pursuant
to this Plan and payments received by the Distributor pursuant to contingent
deferred sales charges. Any such excess may be recovered by the Distributor, and
retained by it or paid over to Selling Agents, as applicable, in future years as
long as this Plan is in effect. If this Plan is terminated or not continued, the
Trust shall not be obligated to pay the Distributor (or Selling Agents) for any
expenses not previously reimbursed by the Trust or recovered through contingent
deferred sales charges.
Notwithstanding anything herein to the contrary, no Fund or class of
shares shall make any payments under the Plan that exceed the maximum amounts
payable under applicable Conduct Rules of the National Association of Securities
Dealers, Inc.
Section 5. Reports of Distributor. So long as this Plan is in effect, the
Distributor shall provide to the Trust's Officers and Board of Trustees, and the
Trustees shall review at least quarterly, a written report of the amounts
expended by it pursuant to the Distribution Agreement, or by Selling Agents
pursuant to Sales Support Agreements, and the purposes for which such
expenditures were made.
Section 6. Approval of Plan. This Plan will become effective immediately,
as to any Fund's Investor B Shares, upon its approval by (a) a majority of the
outstanding Investor B Shares of such Fund, and (b) a majority of the Board of
Trustees, including a majority of the Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Trust and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements entered
into in connection with this Plan, pursuant to a vote cast in person at a
meeting called for the purpose of voting on the approval of the Plan.
Section 7. Continuance of Plan. The Plan shall continue in effect for so
long as its continuance is specifically approved at least annually by the
Trust's Board of Trustees in the manner described in Section 6.
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Section 8. 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 Fund's Investor B Shares may bear for distribution pursuant to this Plan
shall be effective only upon approval by a vote of a majority of the outstanding
Investor B Shares of such Fund, and (b) any material amendments of the terms of
this Plan shall become effective only upon approval as provided in Section 6
hereof.
Section 9. Termination. This Plan is terminable, as to a Fund's Investor B
Shares, without penalty at any time by (a) a vote of a majority of the Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Trust and
who have no direct or indirect financial interest in the operation of this Plan
or in any agreements entered into in connection with this Plan, or (b) a vote of
a majority of the outstanding Investor B Shares of such Fund.
Section 10. Limitation of Liability. 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 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,
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 Fund's Investor B Shares of the Trust must look solely to the Trust
property belonging to such Fund's Investor B Shares for the enforcement of any
claims against the Trust.
Section 11. Records. The Trust will preserve copies of this Plan, and any
Agreements and written reports related to this Plan presented to the Board of
Trustees for a period of not less than six years.
Section 12. Miscellaneous. The captions in this Plan 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.
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EXHIBIT A
NATIONS FUNDS TRUST
1. Nations High Yield Bond Fund
2. Nations Kansas Municipal Income Fund
3. Nations Marsico 21st Century Fund
4. Nations Marsico International Opportunities Fund
Approved: December 9, 1999
Last Amended: August 1, 2000
