NATIONS FUNDS TRUST
RULE 18f-3 MULTI-CLASS PLAN
I. Introduction.
Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act"), the following sets forth the method for allocating
fees and expenses among each class of shares in the investment portfolios of
Nations Funds Trust (the "Trust"). In addition, this Rule 18f-3 Multi-Class Plan
(the "Plan") sets forth the maximum initial sales loads, contingent deferred
sales charges, Rule 12b-1 distribution fees, shareholder servicing fees,
conversion features, exchange privileges and other shareholder services, if any,
applicable to a particular class of shares of the portfolios. The Plan also
identifies expenses that may be allocated to a particular class of shares to the
extent that they are actually incurred in a different amount by the class or
relate to a different kind or degree of services provided to the class.
The Trust is an open-end series investment company registered under the
1940 Act, the shares of which are registered on Form N-1A under the Securities
Act of 1933 (Registration Nos. 333-89661 and 811-09645). The Trust elects to
offer multiple classes of shares in its investment portfolios pursuant to the
provisions of Rule 18f-3 and this Plan.
The Trust currently consists of the following five separate investment
portfolios: Nations MidCap Index Fund, Nations High Yield Bond Fund, Nations
Kansas Municipal Income Fund, Nations Marsico 21st Century Fund and Nations
Marsico International Opportunities Fund.
The above-listed investment portfolios of the Trust (the "Funds") are
authorized to issue the following classes of shares representing interests in
the Funds:
(i) Nations MidCap Index Fund-- Primary A Shares and
Investor A Shares;
(ii) Nations High Yield Bond Fund-- Primary A Shares,
Investor A Shares, Investor B Shares and Investor C
Shares;
(iii) Nations Kansas Municipal Income Fund-- Primary A
Shares, Investor A Shares, Investor B Shares and
Investor C Shares;
(iv) Nations Marsico 21st Century Fund-- Primary A Shares,
Investor A Shares, Investor B Shares and Investor C
Shares; and
(v) Nations Marsico International Opportunities Fund--
Primary A Shares, Investor A Shares, Investor B
Shares and Investor C Shares.
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II. Allocation of Expenses.
A. Pursuant to Rule 18f-3 under the 1940 Act, the Trust shall allocate
to each class of shares in a Fund (i) any fees and expenses incurred by the
Trust in connection with the distribution of such class of shares under a
distribution plan adopted for such class of shares pursuant to Rule 12b-1, and
(ii) any fees and expenses incurred by the Trust under a shareholder servicing
plan in connection with the provision of shareholder services to the holders of
such class of shares.
B. In addition, pursuant to Rule 18f-3, the Trust may allocate the
following fees and expenses, if any, to a particular class of shares in a single
Fund:
(i) transfer agent fees identified by the transfer agent as being
attributable to such class of shares;
(ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports,
prospectuses, reports and proxies to current shareholders of
such class of shares or to regulatory agencies with respect to
such class of shares;
(iii) blue sky registration or qualification fees incurred by such
class of shares;
(iv) Securities and Exchange Commission registration fees incurred
by such class of shares;
(v) the expense of administrative personnel and services
(including, but not limited to, those of a portfolio
accountant, custodian or dividend paying agent charged with
calculating net asset values or determining or paying
dividends) as required to support the shareholders of such
class of shares;
(vi) litigation or other legal expenses relating solely to such
class of shares;
(vii) fees of the Trustees of the Trust incurred as a result of
issues relating to such class of shares;
(viii) independent accountants' fees relating solely to such class of
shares; and
(ix) any other fees and expenses, not including advisory or
custodial fees or other expenses related to the management of
the Fund's assets, relating to (as defined below) such class
of shares.
C. For all purposes under this Plan, fees and expenses "relating to" a
class of shares are those fees and expenses that are actually incurred in a
different amount by the class or that relate to a different kind or degree of
services provided to the class. The proper officers of the Trust shall have the
authority to determine whether any or all of the fees and expenses described in
Section B of this Part II should be allocated to a particular class of shares.
The Board of Trustees will monitor any such allocations to ensure that they
comply with the requirements of the Plan.
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D. Income and any expenses of Nations MidCap Index Fund, Nations High
Yield Bond Fund, Nations Kansas Municipal Income Fund, Nations Marsico 21st
Century Fund and Nations Marsico International Opportunities Fund not allocated
to a particular class of any such Fund pursuant to this Plan shall be allocated
to each class of the Fund on the basis of the relative net assets (settled
shares), as defined in Rule 18f-3, of that class in relation to the net assets
of the Fund.
Realized and unrealized capital gains and losses of Nations MidCap
Index Fund, Nations High Yield Bond Fund, Nations Kansas Municipal Income Fund,
Nations Marsico 21st Century Fund and Nations Marsico International
Opportunities Fund shall be allocated to each class of the Fund on the basis of
the relative net assets (settled shares), as defined in Rule 18f-3, of that
class in relation to the net assets of the Fund.
E. In certain cases, Banc of America Advisors, Inc., Banc of America
Capital Management, Inc., MacKay Shields LLC, Marsico Capital Management, LLC,
Bank of America, N.A., Stephens Inc., PFPC Inc. or another service provider for
a Fund may waive or reimburse all or a portion of the expenses of a specific
class of shares of the Fund. The Board of Trustees will monitor any such waivers
or reimbursements to ensure that they do not provide a means for
cross-subsidization between classes.
III. Class Arrangements.
The following summarizes the maximum front-end sales charges,
contingent deferred sales charges, Rule 12b-1 distribution fees, shareholder
servicing fees, conversion features, exchange privileges and other shareholder
services, if any, applicable to each class of shares of the Trust. Additional
details regarding such fees and services are set forth in the relevant Fund's
(or Funds') current Prospectus(es) and Statement of Additional Information.
A. Primary A Shares -- All Funds.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing Fees: None
5. Conversion Features: None
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6. Exchange Privileges:
(a) Primary A Shares of a Fund may be exchanged
for Primary A Shares of any other Nations
Fund. In some cases, the only Money Market
Fund option is Trust Class Shares of Nations
Reserves Money Market Funds.
(b) From time to time, the Board of Trustees of
the Trust may modify, or ratify
modifications to, the exchange privileges of
Primary A Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in
the then-current prospectus for such shares
of such Fund.
7. Other Shareholder Services: None
B. Investor A Shares -- Nations MidCap Index Fund Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution/Shareholder Servicing
Fees: None
4. Conversion Features: None
5. Exchange Privileges:
(a) Investor A Shares of Nations MidCap Index
Fund may be exchanged for Investor A Shares
of any other Nations Index Fund.
(b) From time to time, the Board of Trustees of
the Trust may modify, or ratify
modifications to, the exchange privileges of
Investor A Shares of the Fund without
amending this Plan, provided that such
exchange privileges, as modified, are
described in the then-current prospectus for
such shares of such Fund.
6. Other Shareholder Services. The Trust offers a
Systematic Investment Plan, an Automatic Withdrawal
Plan and an Automatic Exchange Feature to holders of
Investor A Shares of the Nations MidCap Index Fund.
C. Investor A Shares-- All Funds other than Nations MidCap Index
Fund.
1. Maximum Initial Sales Load:
(a) Nations High Yield Bond Fund: maximum of
4.75%.
(b) Nations Kansas Municipal Income Fund:
maximum of 3.25%.
(c) Nations Marsico 21st Century Fund and
Nations Marsico International Opportunities
Fund: maximum of 5.75%.
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2. Contingent Deferred Sales Charge (as a percentage of
the lower of the original purchase price or
redemption proceeds):
(a) 1.00% of purchases made before August 1,
1999 in amounts over $1 million if redeemed
within one year of purchase, declining to
0.50% in the second year after purchase and
eliminated thereafter.
(b) 1.00% of purchases made on or after August
1, 1999 in amounts over $1 million if
redeemed within 18 months of purchase and
eliminated thereafter.
3. Maximum Rule 12b-1 Distribution/Shareholder Servicing
Fees: Pursuant to a Shareholder Servicing and
Distribution Plan adopted under Rule 12b-1, Investor
A Shares of each Fund other than Nations MidCap Index
Fund may pay a combined distribution and shareholder
servicing fee of up to 0.25% of the average daily net
assets of such shares.
4. Conversion Features: Investor A Shares of a Fund
shall have such conversion features, if any, as are
determined by or ratified by the Board of Trustees of
the Trust and described in the then-current
prospectus for such shares of such Fund.
5. Exchange Privileges:
(a) Investor A Shares of each Fund other than
Nations MidCap Index Fund may be exchanged
for Investor A Shares of any other Nations
Fund, except Index Funds.
(b) From time to time, the Board of Trustees of
the Trust may modify, or ratify
modifications to, the exchange privileges of
Investor A Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in
the then-current prospectus for such shares
of such Fund.
6. Other Shareholder Services. The Trust offers a
Systematic Investment Plan, an Automatic Withdrawal
Plan and an Automatic Exchange Feature to holders of
Investor A Shares of the Funds.
D. Investor B Shares-- All Funds other than Nations MidCap Index
Fund.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of
the lower of the original purchase price or
redemption proceeds):
(a) All Funds other than Nations Kansas
Municipal Income Fund and Nations MidCap
Index Fund: 5.00% if redeemed within one
year of purchase, declining to 1.00% in the
sixth year after purchase and eliminated
thereafter.
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(b) Nations Kansas Municipal Income Fund: 3.00%
if redeemed within one year of purchase,
declining to 1.00% in the fourth year after
purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Investor
B Shares of each Fund other than Nations MidCap Index
Fund may pay distribution fees of up to 0.75% of the
average daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, Investor B Shares of each
Fund other than Nations MidCap Index Fund may pay
shareholder servicing fees of up to 0.25% of the
average daily net assets of such shares.
5. Conversion Features: Investor B Shares of each Fund
other than Nations MidCap Index Fund shall have such
conversion features, if any, as are determined by or
ratified by the Board of Trustees of the Trust and
described in the then-current prospectus for such
shares of such Fund.
6. Exchange Privileges:
(a) Investor B Shares of each Fund other than
Nations MidCap Index Fund may be exchanged
for Investor B Shares of any other Nations
Fund, except Money Market Funds.
(b) Investor B Shares of each Fund other than
Nations MidCap Index Fund may be exchanged
for Investor B Shares of any Nations
Reserves Money Market Fund.
(c) From time to time, the Board of Trustees of
the Trust may modify, or ratify
modifications to, the exchange privileges of
Investor B Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in
the then-current prospectus for such shares
of such Fund.
7. Other Shareholder Services: The Trust offers a
Systematic Investment Plan, an Automatic Withdrawal
Plan and an Automatic Exchange Feature to holders of
Investor B Shares of each Fund other than Nations
MidCap Index Fund.
E. Investor C Shares-- All Funds other than Nations MidCap Index
Fund.
1. Maximum Initial Sales Load: None
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2. Contingent Deferred Sales Charge (as a percentage of
the lower of the original purchase price or
redemption proceeds): 1.00% if redeemed within one
year of purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Investor
C Shares of each Fund other than Nations MidCap Index
Fund may pay distribution fees of up to 0.75% of the
average daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, Investor C Shares of each
Fund other than Nations MidCap Index Fund may pay
shareholder servicing fees of up to 0.25% of the
average daily net assets of such shares.
5. Conversion Features: Investor C Shares of a Fund
shall have such conversion features, if any, as are
determined by or ratified by the Board of Trustees of
the Trust and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Investor C Shares of each Fund other than
Nations MidCap Index Fund may be exchanged
for Investor C Shares of any other Nations
Fund, except Money Market Funds.
(b) Investor C Shares of each Fund other than
Nations MidCap Index Fund may be exchanged
for Investor C Shares of any Nations
Reserves Money Market Fund.
(c) Investor C Shares of each Fund other than
Nations MidCap Index Fund that were
originally obtained in an exchange of
Investor A Shares of a Managed Index Fund
for Investor C Shares of each Fund other
than Nations MidCap Index Fund may be
exchanged for Investor A Shares of any Index
Fund.
(d) From time to time, the Board of Trustees of
the Trust may modify, or ratify
modifications to, the exchange privileges of
Investor C Shares of a Fund without amending
this Plan, provided that such exchange
privileges, as modified, are described in
the then-current prospectus for such shares
of such Fund.
7. Other Shareholder Services. The Trust offers a
Systematic Investment Plan, an Automatic Withdrawal
Plan and an Automatic Exchange Feature to holders of
Investor C Shares of each Fund other than Nations
MidCap Index Fund.
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IV. Board Review.
The Board of Trustees of the Trust shall review this Plan as
frequently as it deems necessary. Prior to any material amendment(s) to this
Plan, the Board of Trustees of the Trust, including a majority of the Trustees
who are not interested persons of the Trust, shall find that the Plan, as
proposed to be amended (including any proposed amendments to the method of
allocating class and/or fund expenses), is in the best interests of each class
of shares of the Fund individually and the Fund as a whole. In considering
whether to approve any proposed amendment(s) to the Plan, the Trustees of the
Trust shall request and evaluate such information as they consider reasonably
necessary to evaluate the proposed amendment(s) to the Plan.
Adopted: December 9, 1999
Last Amended: August 1, 2000
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