EXHIBIT 99.23(O)(1)
NATIONS FUND 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 Fund 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. 2-97817 and 811-4305). 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 thirty-four separate
investment portfolios: Nations Government Money Market Fund and Nations Tax
Exempt Fund (the "Money Market Funds"), and Nations Value Fund, Nations
Strategic Growth Fund, Nations Capital Growth Fund, Nations MidCap Growth Fund,
Nations LargeCap Index Fund, Nations Aggressive Growth Fund, Nations Balanced
Assets Fund, Nations Short-Intermediate Government Fund, Nations Short-Term
Income Fund, Nations Strategic Income Fund, Nations Bond Fund, Nations Managed
Index Fund, Nations SmallCap Index Fund, Nations Municipal Income Fund, Nations
Short-Term Municipal Income Fund, Nations Intermediate Municipal Bond Fund,
Nations Florida Intermediate Municipal Bond Fund, Nations Florida Municipal Bond
Fund, Nations Georgia Intermediate Municipal Bond Fund, Nations Georgia
Municipal Bond Fund, Nations Maryland Intermediate Municipal Bond Fund, Nations
Maryland Municipal Bond Fund, Nations North Carolina Intermediate Municipal Bond
Fund, Nations North Carolina Municipal Bond Fund, Nations South Carolina
Intermediate Municipal Bond Fund, Nations South Carolina Municipal Bond Fund,
Nations Tennessee Intermediate Municipal Bond Fund, Nations Tennessee Municipal
Bond Fund, Nations Texas Intermediate Municipal Bond Fund, Nations Texas
Municipal Bond Fund, Nations Virginia Intermediate Municipal Bond Fund, and
Nations Virginia Municipal Bond Fund (the "Non-Money Market Funds").
The above-listed investment portfolios of the Trust (the "Funds") are
authorized to issue the following classes of shares representing interests in
the Funds:
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(i) Nations Government Money Market Fund and Nations Tax Exempt
Fund-- Primary A Shares, Primary B Shares, Investor A Shares,
Investor B Shares, Investor C Shares, and Daily Shares;
(ii) Nations LargeCap Index Fund -- Primary A Shares, Primary B
Shares, and Investor A Shares;
(iii) Nations Managed Index Fund and Nations SmallCap Index Fund
(collectively with Nations LargeCap Index Fund, the "Index
Funds")-- Primary A Shares, Primary B Shares, Investor A
Shares, and Investor C Shares;
(iv) Nations Value Fund, Nations Capital Growth Fund, Nations
MidCap Growth Fund, Nations Aggressive Growth Fund, Nations
Balanced Assets Fund, Nations Short-Intermediate Government
Fund, Nations Short-Term Income Fund, Nations Strategic Income
Fund and Nations Bond Fund-- Primary A Shares, Primary B
Shares, Investor A Shares, Investor B Shares, and Investor C
Shares;
(v) Nations Strategic Growth Fund, Nations Municipal Income Fund,
Nations Short-Term Municipal Income Fund, Nations Intermediate
Municipal Bond Fund, Nations Florida Intermediate Municipal
Bond Fund, Nations Florida Municipal Bond Fund, Nations
Georgia Intermediate Municipal Bond Fund, Nations Georgia
Municipal Bond Fund, Nations Maryland Intermediate Municipal
Bond Fund, Nations Maryland Municipal Bond Fund, Nations North
Carolina Intermediate Municipal Bond Fund, Nations North
Carolina Municipal Bond Fund, Nations South Carolina
Intermediate Municipal Bond Fund, Nations South Carolina
Municipal Bond Fund, Nations Tennessee Intermediate Municipal
Bond Fund, Nations Tennessee Municipal Bond Fund, Nations
Texas Intermediate Municipal Bond Fund, Nations Texas
Municipal Bond Fund, Nations Virginia Intermediate Municipal
Bond Fund, and Nations Virginia Municipal Bond 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 Government Money Market Fund,
Nations Tax Exempt Fund, Nations Short-Intermediate Government Fund, Nations
Short-Term Income Fund, Nations Strategic Income Fund, Nations Bond Fund,
Nations Municipal Income Fund, Nations Short-Term Municipal Income Fund, Nations
Intermediate Municipal Bond Fund, Nations Florida Intermediate Municipal Bond
Fund, Nations Florida Municipal Bond Fund, Nations Georgia Intermediate
Municipal Bond Fund, Nations Georgia Municipal Bond Fund, Nations Maryland
Intermediate Municipal Bond Fund, Nations Maryland Municipal Bond Fund, Nations
North Carolina Intermediate Municipal Bond Fund, Nations North Carolina
Municipal Bond Fund, Nations South Carolina Intermediate Municipal Bond Fund,
Nations South Carolina Municipal Bond Fund, Nations Tennessee Intermediate
Municipal Bond Fund, Nations Tennessee Municipal Bond Fund, Nations Texas
Intermediate Municipal Bond Fund, Nations Texas Municipal Bond Fund, Nations
Virginia Intermediate Municipal Bond Fund, and Nations Virginia Municipal Bond
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 Government
Money Market Fund, Nations Tax Exempt Fund, Nations Short-Intermediate
Government Fund, Nations Short-Term Income Fund, Nations Strategic Income Fund,
Nations Bond Fund, Nations Municipal Income Fund, Nations Short-Term Municipal
Income Fund, Nations Intermediate Municipal Bond Fund, Nations Florida
Intermediate Municipal Bond Fund, Nations Florida Municipal Bond Fund, Nations
Georgia Intermediate Municipal Bond Fund, Nations Georgia Municipal Bond Fund,
Nations Maryland Intermediate Municipal Bond Fund, Nations Maryland Municipal
Bond Fund, Nations North Carolina Intermediate Municipal Bond Fund, Nations
North Carolina Municipal Bond Fund, Nations South Carolina Intermediate
Municipal Bond Fund, Nations South Carolina Municipal Bond Fund, Nations
Tennessee Intermediate Municipal Bond Fund, Nations Tennessee Municipal Bond
Fund, Nations Texas Intermediate Municipal Bond Fund, Nations Texas Municipal
Bond Fund, Nations Virginia Intermediate Municipal Bond Fund, and Nations
Virginia Municipal Bond 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.
Income, realized and unrealized capital gains and losses, and any
expenses of Nations Value Fund, Nations Strategic Growth Fund, Nations Capital
Growth Fund, Nations MidCap Growth Fund, Nations LargeCap Index Fund, Nations
Aggressive Growth Fund, Nations Balanced Assets Fund, Nations Managed Index
Fund, and Nations SmallCap Index 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.
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E. In certain cases, Banc of America Advisors, Inc., Banc of America
Capital Management, Inc., 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
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. Primary B Shares-- All Funds.
1. Maximum Initial Sales Load: None
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2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing/Administration Fees:
(a) Money Market Funds: Pursuant to a Shareholder Servicing Plan,
the Primary B Shares of each Money Market Fund may pay
shareholder servicing fees of up to 0.25% of the average
daily net assets of such shares.
(b) Non-Money Market Funds: Pursuant to a Shareholder
Administration Plan, Primary B Shares of Nations Value Fund,
Nations Strategic Growth Fund, Nations Capital Growth Fund,
Nations MidCap Growth Fund, Nations LargeCap Index Fund,
Nations Aggressive Growth Fund, Nations Balanced Assets Fund,
Nations Short-Term Income Fund, Nations Short-Intermediate
Government Fund, Nations Bond Fund, Nations Strategic Income
Fund, Nations Managed Index Fund, and Nations SmallCap Index
Fund each may pay shareholder administration fees of up to
0.60% of the average daily net assets of such shares,
provided that in no event may the portion of such fee that
constitutes a "service fee," as that term is defined in Rule
2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc., exceed 0.25% of the average daily
net asset value of such Primary B Shares of a Fund.
5. Conversion Features: Primary B 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) Primary B Shares of a Fund may be exchanged for Primary B
Shares of any other Nations Fund.
(b) From time to time, the Board of Trustees of the Trust may
modify, or ratify modifications to, the exchange privileges
of Primary 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: None
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C. Investor A Shares-- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Investor A Shares of each Money
Market Fund may pay distribution fees of up to 0.10% of the
average daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, Investor A Shares of each Money Market Fund may
pay shareholder servicing fees of up to 0.25% of the average
daily net assets of such shares.
5. 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.
6. Exchange Privileges:
(a) Investor A Shares of the Money Market Funds may be exchanged
for Investor A Shares of any other Nations Fund, except Index
Funds.
(b) Investor A Shares of the Money Market Funds acquired through
a Nations Funds Individual Retirement Account ("IRA") may be
exchanged for Investor B Shares of any other Nations Fund,
except Money Market Funds.
(c) 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.
7. Other Shareholder Services. The Trust offers check writing
privileges, a Systematic Investment Plan, an Automatic Withdrawal
Plan and an Automatic Exchange Feature to holders of Investor A
Shares of the Money Market Funds.
D. Investor A Shares-- Non-Money Market Funds Only.
1. Maximum Initial Sales Load:
(a) Nations Value Fund, Nations Capital Growth Fund, Nations
MidCap Growth Fund, Nations Aggressive Growth Fund, Nations
Strategic Growth Fund, and Nations Balanced Assets Fund:
maximum of 5.75%.
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(b) Nations Strategic Income Fund, Nations Municipal Income Fund,
Nations Florida Municipal Bond Fund, Nations Georgia
Municipal Bond Fund, Nations Maryland Municipal Bond Fund,
Nations North Carolina Municipal Bond Fund, Nations South
Carolina Municipal Bond Fund, Nations Tennessee Municipal
Bond Fund, Nations Texas Municipal Bond Fund, and Nations
Virginia Municipal Bond Fund: maximum of 4.75%.
(c) Nations Short-Intermediate Government Fund, Nations
Intermediate Municipal Bond Fund, Nations Florida
Intermediate Municipal Bond Fund, Nations Georgia
Intermediate Municipal Bond Fund, Nations Kansas Intermediate
Municipal Bond Fund, Nations Maryland Intermediate Municipal
Bond Fund, Nations North Carolina Intermediate Municipal Bond
Fund, Nations South Carolina Intermediate Municipal Bond
Fund, Nations Tennessee Intermediate Municipal Bond Fund,
Nations Texas Intermediate Municipal Bond Fund, Nations
Virginia Intermediate Municipal Bond Fund, and Nations Bond
Fund: maximum of 3.25%.
(d) Nations Short-Term Income Fund and Nations Short-Term
Municipal Income Fund: maximum of 1.00%.
(e) Nations LargeCap Index Fund, Nations Managed Index Fund, and
Nations SmallCap Index Fund: None
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. Redemption Fee:
(a) 1.00% of the current net asset value of shares purchased in
amounts of $1 million or more between July 31, 1997 and
November 15, 1998, and redeemed within 18 months of purchase
(excluding the Index Funds).
(b) 1.00% of the current net asset value of shares purchased by
an employee benefit plan that initially invested in Investor
A Shares between July 31, 1997 and November 15, 1998, and
redeemed within 18 months of purchase in connection with
redemption of all Nations Funds holdings of the employee
benefit plan.
4. Maximum Rule 12b-1 Distribution/Shareholder Servicing Fees:
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(a) Pursuant to a Shareholder Servicing and Distribution Plan
adopted under Rule 12b-1, Investor A Shares of each Non-Money
Market Fund (except Nations Short-Term Income Fund and
Nations Short-Term Municipal Income Fund) may pay a combined
distribution and shareholder servicing fee of up to 0.25% of
the average daily net assets of such shares.
(b) Pursuant to a Shareholder Servicing Plan, Investor A Shares
of Nations Short-Term Income Fund and Nations Short-Term
Municipal Income Fund may pay shareholder servicing fees of
up to 0.25% of the average daily net assets of such shares.
5. 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.
6. Exchange Privileges:
(a) Investor A Shares of the Non-Money Market Funds (other than
Nations Short-Term Income Fund or Nations Short-Term
Municipal Income Fund acquired in exchange from Investor B
Shares of another Nations Funds Non-Money Market Fund) may be
exchanged for Investor A Shares of any other Nations Fund,
except Index Funds.
(b) Investor A Shares of the Index Funds may be exchanged for
Investor A Shares of any other Index Fund.
(c) Investor A Shares of an Index Fund received through a
conversion of Investor C Shares originally bought through a
401(k) plan, can be exchanged for Investor C Shares of any
Nations Reserves Money Market Fund.
(d) Investor A Shares of Nations Short-Term Income Fund and
Nations Short-Term Municipal Income Fund acquired in exchange
for Investor B Shares of another Nations Funds Non-Money
Market Fund may be re-exchanged for Investor B Shares of any
other Nations Funds Non-Money Market Fund or Investor B
Shares of any Nations Reserves Money Market Funds.
(e) 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.
7. 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 Non-Money
Market Funds.
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E. Investor B Shares-- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, the Investor B Shares of each
Money Market Fund may pay distribution fees of up to 0.10% of the
average daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, the Investor B Shares of each Money Market 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 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 B Shares of a Money Market Fund may be exchanged for
Investor B Shares of any other Money Market Fund.
(b) 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 checkwriting
services, a Systematic Investment Plan and an Automatic
Withdrawal Plan to holders of Investor B Shares of the Money
Market Funds.
F. Investor B Shares-- Non-Money Market Funds Only.
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) Nations Value Fund, Nations Capital Growth Fund, Nations
MidCap Growth Fund, Nations Aggressive Growth Fund, Nations
Strategic Growth Fund, Nations Balanced Assets Fund, Nations
Strategic Income Fund, Nations Bond Fund, Nations Municipal
Income Fund, Nations Florida Municipal Bond Fund, Nations
Georgia Municipal Bond Fund, Nations Maryland Municipal Bond
Fund, Nations North Carolina Municipal Bond Fund, Nations
South Carolina Municipal Bond Fund, Nations Tennessee
Municipal Bond Fund, Nations Texas Municipal Bond Fund, and
Nations Virginia Municipal Bond 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 Bond Fund, Nations Short-Intermediate Government
Fund, Nations Intermediate Municipal Bond Fund, Nations
Florida Intermediate Municipal Bond Fund, Nations Georgia
Intermediate Municipal Bond Fund, Nations Maryland
Intermediate Municipal Bond Fund, Nations North Carolina
Intermediate Municipal Bond Fund, Nations South Carolina
Intermediate Municipal Bond Fund, Nations Tennessee
Intermediate Municipal Bond Fund, Nations Texas Intermediate
Municipal Bond Fund, and Nations Virginia Intermediate
Municipal Bond Fund: 3.00% if redeemed within one year of
purchase, declining to 1.00% in the fourth year after
purchase and eliminated thereafter.
(c) Nations Short-Term Income Fund and Nations Short-Term
Municipal Income Fund: Not Available
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Investor B Shares of each
Non-Money Market 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 Non-Money Market 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 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 B Shares of a Non-Money Market Fund may be exchanged
for Investor B Shares of any other Nations Fund, except Money
Market Funds.
(b) Investor B Shares of a Non-Money Market 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.
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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 the Non-Money
Market Funds.
G. Investor C Shares-- Money Market Funds Only.
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: Pursuant to a Shareholder
Servicing Plan, the Investor C Shares of each Money Market 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 a Money Market Fund may be exchanged for
Investor B Shares of any other Nations Fund, except Nations
Funds Money Market Funds.
(b) Investor C Shares of a Money Market Fund acquired in exchange
for Investor B Shares of another Nations Funds Non-Money
Market Fund may be re-exchanged for Investor B Shares of any
Nations Reserves Money Market Funds.
(c) 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 and an Automatic Withdrawal Plan to holders of
Investor C Shares of the Money Market Funds.
H. Investor C Shares-- Non-Money Market Funds Only.
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): 1.00% if
redeemed within one year of purchase and eliminated thereafter.
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3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Investor C Shares of each
Non-Money Market 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 Non-Money Market 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 a Non-Money Market Fund may be exchanged
for Investor C Shares of any other Nations Fund, except Money
Market Funds.
(b) Investor C Shares of a Non-Money Market Fund may be exchanged
for Investor C Shares of any Nations Reserves Money Market
Fund.
(c) Investor C Shares of a Non-Money Market Fund that were
originally obtained in an exchange of Investor A Shares of
Nations Managed Index Fund or Nations SmallCap Index Fund for
Investor C Shares of a Non-Money Market 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 the Non-Money
Market Funds.
I. Daily Shares-- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Daily Shares of each Money Market
Fund may pay distribution fees of up to 0.45% of the average
daily net assets of such shares.
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4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, the Daily Shares of each Money Market Fund may
pay shareholder servicing fees of up to 0.25% of the average
daily net assets of such shares.
5. Conversion Features: Daily 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) Daily Shares of a Money Market Fund may be exchanged for
Daily Shares of any other Nations Funds Money Market Fund or
Investor C Shares of any Nations Funds Non-Money Market Fund.
(b) Daily Shares of a Money Market Fund that were originally
obtained in an exchange of Investor C Shares of a Nations
Fund, except a Money Market Fund, which were re-exchanged for
Investor C Shares of any Nations Fund, except a Money Market
Fund, can be exchanged for Investor C 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 Daily 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 Daily Shares of the Money Market
Funds.
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: April 3, 1995
Last Amended August 1, 2000
