Exhibit 99.23M(1)
NATIONS FUNDS TRUST
SHAREHOLDER SERVICING AND DISTRIBUTION PLAN
INVESTOR A SHARES
This Shareholder Servicing and Distribution Plan (the "Plan") for the
Investor A 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 Services. The Trust may compensate or reimburse
its Distributor for any activities or expenses primarily intended to result in
the sale of Investor A Shares of the Trust's Funds or servicing agents for
providing services under this Plan. Payments by the Trust under 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, 0.25% of the average daily net assets of a
Fund's Investor A Shares.
Section 2. Expenses Covered by Plan.
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(a) Distribution Expenses. 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.
(b) Shareholder Servicing Expenses. The shareholder servicing
activities for which compensation may be received under this Plan may include,
among other things: (i) aggregating and processing purchase and redemption
requests and transmitting promptly net purchase and redemption orders to the
Distributor or transfer agent; (ii) providing customers with a service that
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invests the assets of their accounts in Shares pursuant to specific or
pre-authorized instructions; (iii) processing dividend and distribution
payments; (iv) providing information periodically to customers showing their
positions in Shares; (v) arranging for bank wires; (vi) responding to customers'
inquiries concerning their investment in Shares; (vii) providing subaccounting
with respect to Shares beneficially owned by customers or the information to the
Trust necessary for subaccounting; (viii) if required by law, forwarding
shareholder communications (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
customers; (ix) forwarding to customers proxy statements and proxies containing
any proposals regarding the Shareholder Servicing Agreement; (x) general
shareholder liaison services; and (xi) providing such other similar services as
the Trust may reasonably request to the extent such firms are permitted to do so
under applicable statutes, rules or regulations.
Section 3. Agreements.
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(a) 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.
(b) Shareholder Servicing Agreements. Any officer of the Trust is
authorized to execute and deliver, in the name and on behalf of the Trust,
written agreements based substantially on the form attached hereto as Appendix C
or any other form duly approved by the Trust's Board of Trustees ("Shareholder
Servicing Agreements") with broker/dealers, banks and other financial
institutions that are dealers of record or holders of record or which have a
servicing relationship ("Servicing Agents") with the beneficial owners of
Investor A Shares of the Funds of the Trust.
With respect to Investor A 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.
To the extent any payments made by a Fund pursuant to a Shareholder
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.
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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 4. 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 5. Approval of Plan. This Plan will become effective immediately,
as to any Fund's Investor A Shares, upon its approval by (a) a majority of the
outstanding Investor A 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 6. 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 5.
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 Fund's Investor A 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 A 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 5
hereof.
Section 8. Termination. This Plan is terminable, as to a Fund's Investor A
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 A Shares of such Fund.
Section 9. 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 A Shares of the Trust must look solely to the Trust
property belonging to such Fund's Investor A Shares for the enforcement of any
claims against the Trust.
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Section 10. 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 11. 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.
EXHIBIT A
NATIONS FUNDS TRUST
1. Nations High Yield Bond Fund
2. Nations Kansas Municipal Income Fund
3. Nations MidCap Index Fund
4. Nations Marsico 21st Century Fund
5. Nations Marsico International Opportunities Fund
Approved: December 9, 1999
Last Amended: August 1, 2000
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