EXHIBIT 99.23(M)(4)
NATIONS FUND TRUST
DISTRIBUTION PLAN
INVESTOR B SHARES -- MONEY MARKET FUNDS
INVESTOR C SHARES -- NON-MONEY MARKET FUNDS
This amended and restated Distribution Plan (this "Plan") has been adopted
by the Board of Trustees of Nations Fund Trust (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 pay
its Distributor for certain expenses that are incurred in connection with the
support and distribution of Investor B Shares of the Trust's Money Market Funds
and Investor C Shares of the Trust's Non-Money Market Funds (collectively, the
"Shares"), as defined in Exhibit A (collectively the "Funds"). 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 the annual rate of 0.10% of the
average daily net asset value of the Investor B Shares of the Money Market Funds
(as defined in Exhibit A) and 0.75% of the average daily net asset value of the
Investor C Shares of the Non-Money Market Funds (as defined in Exhibit A). For
purposes of determining the payments payable under this Plan, the net asset
value of the outstanding Shares of the respective Funds shall be computed in the
manner specified in the Trust's then current prospectuses and statement of
additional information as amended or supplemented from time to time for such
Shares.
Section 2. Expenses Covered by Plan. Payments to the Distributor under
Section 1 of this Plan will be used by the Distributor (i) to compensate banks,
broker/dealers or other financial institutions that have entered into Sales
Support Agreements with the Distributor ("Selling Agents") for providing
distribution assistance relating to Shares, (ii) for promotional activities
intended to result in the sale of Shares such as by paying for the preparation,
printing and distribution of prospectuses for other than current Shareholders,
and (iii) to compensate Selling Agents for providing distribution services with
regard to their Customers who are, from time to time, beneficial, and record
owners of Shares.
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 ("Agreements"), with Selling Agents.
As used herein, promotional activities include, but are not limited to,
advertising via radio, television, newspapers, magazines and otherwise;
preparing, printing and mailing sales materials, brochures and prospectuses
(except for prospectuses used for regulatory purposes or for distribution to
existing shareholders).
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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 ("SEC") as in
effect from time to time.
Upon proper authorization by the Trust's Trustees in accordance with Rule
12b-1 under the Act, expenses covered by this Plan may also include other
expenses the Distributor (or any other person) may incur in connection with the
distribution of the Trust's Shares including, without limitation, expenditures
for telephone facilities and in-house telemarketing, or in connection with
shareholder servicing. Distribution service fees will not be used to pay any
interest expenses, carrying charges or other financing costs (except to the
extent permitted by the SEC). Distribution service fees will not be used to pay
any general or administrative expenses of the Distributor.
Except for the payments specified in Section 1, no additional payments are
to be made by the Trust under this Plan, provided that nothing herein shall be
deemed to preclude the payments such Funds are otherwise obligated to make to
(i) NationsBank of North Carolina, N.A. ("NationsBank"), pursuant to the
Investment Advisory Agreement (ii) NationsBank of Texas, N.A. ("NationsBank
Texas"), pursuant to the Custody Agreement, (iii) The Shareholder Services
Group, Inc. ("TSSG"), pursuant to the Transfer Agency and Registrar Agreement,
(iv) Stephens Inc. ("Stephens"), pursuant to the Administration Agreement, (v)
TSSG, pursuant to the Co-Administration Agreement, (vi) Servicing Agents,
pursuant to Shareholder Servicing Agreements and (vii) for the expenses
otherwise incurred by a Fund and the Trust on behalf of the Shares in the normal
conduct of such Fund's business pursuant to the Investment Advisory Agreement,
the Custody Agreement, the Transfer Agency and Registrar Agreement, the
Administration Agreement, the Co-Administration Agreement and the Shareholder
Servicing Agreements. To the extent any such payments by the Trust on behalf of
a Fund to NationsBank, NationsBank Texas, TSSG, Stephens or Servicing Agents; by
NationsBank, NationsBank Texas, TSSG, Stephens or Servicing Agents, or any
affiliate thereof, to any party pursuant to any agreement; or, generally, by the
Trust on behalf of a Fund to any party, are deemed to be payments for the
financing of any activity primarily intended to result in the sale of the Shares
within the context of Rule 12b-1 under the 1940 Act, then such payments shall be
deemed to have been approved pursuant to this Plan without regard to Section 1.
With respect to Shares, actual distribution expenses incurred by the
Distributor (or sales support expenses incurred by the 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 the 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.
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Notwithstanding anything herein to the contrary, no Fund shall be
obligated to make any payments under this Plan that exceed the maximum amounts
payable under Article III, Section 26 of the Rules of Fair Practice 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. The Plan will become effective immediately,
as to any Fund's Shares, upon its approval by (a) a majority of the outstanding
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 this 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.
Section 8. Amendments. The 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 Shares may bear for distribution pursuant to this Plan shall be
effective only upon approval by a vote of a majority of the outstanding 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. The Plan is terminable, as to a Fund's 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 Shares of such Fund.
Section 10. Selection/Nomination of Trustees. While this Plan is in
effect, the selection and nomination of those Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust shall be committed to the
discretion of such non-interested Trustees.
Section 11. Limitation of Liability. The names "Nations Fund Trust" and
"Trustees of Nations Fund 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 dated May 6, 1985, which is hereby referred to
and a copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "Nations Fund 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 Shares of the Trust must look
solely to the Trust property belonging to such Fund's Shares for the enforcement
of any claims against the Trust.
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Section 12. Records. 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.
Section 13. 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 FUND TRUST
The term "Non-Money Market Funds" used in the Plan shall refer to the
following Funds of the Trust:
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 Bond Fund
9. Nations Strategic Income 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
The term "Money Market Funds" used in the Plan shall refer to the
following Funds of the Trust:
1. Nations Government Money Market Fund
2. Nations Tax Exempt Fund
Dated: October 15, 1996
Last Amended: August 1, 2000
