EXHIBIT 99.23(h)(5)
NATIONS FUND TRUST
AMENDED AND RESTATED
SHAREHOLDER SERVICING PLAN ("PLAN")
INVESTOR B SHARES -- MONEY MARKET FUNDS
INVESTOR C SHARES -- NON-MONEY MARKET FUNDS
Section 1. Each of the proper officers of Nations Fund Trust (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 A or any other form duly approved by the Trust's Board of Trustees
("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 B
Shares of the Money Market Funds of the Trust or Investor C Shares of the
Non-Money Market Funds of the Trust (as listed on Schedule 1) (collectively, the
"Shares") in any of the Trust's portfolios listed on Schedule 1 (the "Funds")
provided that any material modifications of services listed in the Agreement
shall be presented for approval or ratification by the Trustees at the next
regularly scheduled Board Meeting. Pursuant to such Agreements, Servicing Agents
shall provide shareholder support services as set forth therein to their clients
who beneficially own Shares of the Funds in consideration of a fee, computed
monthly in the manner set forth in the applicable Fund's then current
prospectus, at an annual rate of up to 0.25% of the average daily net asset
value of the Shares beneficially owned by or attributable to such clients.
Affiliates of the Trust's distributor, administrator, co-administrator and
adviser are eligible to become Servicing Agents and to receive fees under this
Plan. All expenses incurred by a Fund in connection with the Agreements and the
implementation of this Plan shall be borne entirely by the holders of the Shares
of the particular Fund involved. If more than one Fund is involved and these
expenses are not directly attributable to Shares of a particular Fund, then the
expenses may be allocated between or among the Shares of the Funds in a fair and
equitable manner.
Section 2. The Trust's administrator and/or co-administrator shall
monitor the arrangements pertaining to the Trust's Agreements with Servicing
Agents. The Trust's administrator and co-administrator shall not, however, be
obligated by this Plan to recommend, and the Trust shall not be obligated to
execute, any Agreement with any qualifying Servicing Agents.
Section 3. So long as this Plan is in effect, the Trust's
distributor shall provide to the Trust's Board of Trustees, and the Trustees
shall review, at least quarterly, a written report of the amounts expended
pursuant to this Plan and the purposes for which such expenditures were made.
Section 4. Unless sooner terminated, this Plan shall continue in
effect for a period of one year from its date of execution and shall continue
thereafter for successive annual periods, provided that such continuance is
specifically approved by a majority of the Board of Trustees, including a
majority of the Trustees who are not "interested persons," as defined in the
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Investment Company Act of 1940, of the Trust and have no direct or indirect
financial interest in the operation of this Plan or in any Agreement related to
this Plan (the "Disinterested Trustees") cast in person at a meeting called for
the purpose of voting on this Plan.
Section 5. This Plan may be amended at any time with respect to
any Fund by the Trust's Board of Trustees, provided that any material amendment
of the terms of this Plan (including a material increase of the fee payable
hereunder) shall become effective only upon the approvals set forth in
Section 4.
Section 6. This Plan is terminable at any time with respect to any
Fund by vote of a majority of the Disinterested Trustees.
Section 7. While this Plan is in effect, the selection and
nomination of the Disinterested Trustees shall be committed to the discretion of
such Disinterested Trustees.
Section 8. 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.
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SCHEDULE I
Money Market Funds:
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1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
Non-Money Market Funds:
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1. Nations Value Fund
2. Nations Capital Growth Fund
3. Nations MidCap Growth Fund
4. Nations Aggressive Growth Fund
5. Nations Balanced Assets Fund
6. Nations Short-Intermediate Government Fund
7. Nations Short-Term Income Fund
8. Nations Strategic Income Fund
9. Nations Bond Fund
10. Nations Intermediate Municipal Bond Fund
11. Nations Municipal Income Fund
12. Nations Short-Term Municipal Income Fund
13. Nations Florida Intermediate Municipal Bond Fund
14. Nations Florida Municipal Bond Fund
15. Nations Georgia Intermediate Municipal Bond Fund
16. Nations Georgia Municipal Bond Fund
17. Nations Maryland Intermediate Municipal Bond Fund
18. Nations Maryland Municipal Bond Fund
19. Nations North Carolina Intermediate Municipal Bond Fund
20. Nations North Carolina Municipal Bond Fund
21. Nations South Carolina Intermediate Municipal Bond Fund
22. Nations South Carolina Municipal Bond Fund
23. Nations Tennessee Intermediate Municipal Bond Fund
24. Nations Tennessee Municipal Bond Fund
25. Nations Texas Intermediate Municipal Bond Fund
26. Nations Texas Municipal Bond Fund
27. Nations Virginia Intermediate Municipal Bond Fund
28. Nations Virginia Municipal Bond Fund
29. Nations Strategic Growth Fund
Dated: October 15, 1996
Last Amended August 1, 2000
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