EXHIBIT 99.23(M)(2)
NATIONS FUND TRUST
SHAREHOLDER SERVICING AND DISTRIBUTION PLAN
INVESTOR A SHARES
This amended and restated Investor A Shareholder Servicing and
Distribution Plan (the "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 Services. Under the terms of this Plan,
the Trust may act as a distributor of the Shares of which a Fund is the issuer,
pursuant to Rule 12b-1 under the 1940 Act. The Trust may incur as a distributor
of the Investor A Shares of each Fund ("Shares") expenses of up to (A)
twenty-five one-hundredths of one percent (0.25%) per annum of the average daily
net assets of the Trust attributable to the Shares of the Non-Money Market Funds
(as defined on Exhibit A) or (B) ten one-hundredths of one percent (0.10%)
attributable to the Shares of the Money Market Funds (as defined on Exhibit A).
Section 2. Expenses Covered by the Plan. Amounts set forth in
Section 1 may be expended when and if authorized in advance by the Trust's Board
of Trustees. Such amounts may be used to finance any activity which is primarily
intended to result in the sale of the Shares, including, but not limited to,
expenses of organizing and conducting sales seminars, printing of prospectuses
and statements of additional information (and supplements thereto) and reports
for other than existing shareholders, preparation and distribution of
advertising material and sales literature, supplemental payments to the Trust's
distributor (the "Distributor") and the cost of administering this Plan, as well
as, with respect to payments made under Section 1(A), above, the shareholder
servicing activities described below. All amounts expended pursuant to this Plan
shall be paid:
(i) to the Distributor for reimbursements of distribution-related
expenses actually incurred by the Distributor, including, but not limited
to, expenses of organizing and conducting sales seminars, printing of
prospectuses and statements of additional information (and supplements
thereto) and reports for other than existing shareholders, preparation and
distribution of advertising material and sales literature and costs of
administering this Plan, or
(ii) to certain broker/dealers and other financial institutions
("Agents") who offer shares to their customers and who have entered into (A)
Shareholder Servicing Agreements substantially in the form of Exhibit C with
respect to the Non-Money Market Funds, and (B) Sales Support Agreements
substantially in the form of Exhibit B with respect to any of the Funds, for
providing the services contemplated thereunder.
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 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.
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Section 3. Money Market Funds and Certain Non-Money Market Funds
-- Expenses under the Plan. Notwithstanding any of the foregoing, with respect
to the Money Market Funds, Nations Short-Term Income Fund and Nations Short-Term
Municipal Income Fund, payments under Section 1, above, shall not be made for
personal services and/or the maintenance of shareholder accounts as such terms
are interpreted by the National Association of Securities Dealers, Inc.
Section 4. Limitations on Payments. No additional payments are to
be made by the Trust on behalf of the Funds with respect to the Shares under
this Plan, provided that the Funds shall not be precluded from making the
payments such Fund is otherwise obligated to make (i) to NationsBank of North
Carolina, N.A. ("NationsBank"), pursuant to the Investment Advisory Agreement,
(ii) to NationsBank of Texas, N.A. ("NationsBank Texas"), pursuant to the
Custody Agreement, (iii) to The Shareholder Services Group, Inc. ("TSSG"),
pursuant to the Transfer Agency and Registrar Agreement, (iv) to Stephens Inc.
("Stephens"), pursuant to the Administration Agreement, (v) to TSSG, pursuant to
the Co-Administration Agreement, (vi) to 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. However, to the extent any 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 be approved pursuant to this Plan as set forth herein.
Section 5. Reports of Distributor. The officers of the Trust shall
report quarterly in writing to the Board of Trustees on the amounts and purpose
of payments for any of the activities in Section 2 and shall furnish the Board
of Trustees with such other information as the Board may reasonably request in
connection with such payments in order to enable the Board to make an informed
determination on the nature and value of such expenditures.
Section 6. Approval of Plan. This Plan shall continue in effect
for a period of more than one year from the date written below only so long as
such continuance is specifically approved at least annually by the Trust's Board
of Trustees, including the Trustees who are not interested persons of the Trust
and have no direct or indirect financial interest in the operation of this Plan
or in any Agreements related to this Plan ("Disinterested Trustees"), by vote
cast in person at a meeting called for the purpose of voting on this Plan.
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Section 7. Termination. This Plan may be terminated at any time by
vote of a majority of the Disinterested Trustees or with respect to a particular
Fund by vote of a majority of the outstanding voting securities of the Shares of
such Fund, on not more than sixty (60) days' written notice to any other party
to the Plan, and shall terminate automatically in the event of any act that
constitutes an assignment of the Distribution Agreement or the Investment
Advisory Agreement.
Section 8. 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 6 thereof.
Section 9. Selection/Nomination of Trustees. So long as this Plan
is in effect, the selection and nomination of the Trust's Disinterested Trustees
shall be committed to the discretion of such Disinterested Trustees.
Section 10. Governing Law. This Plan shall be subject to the laws
of The Commonwealth of Massachusetts and shall be interpreted and construed to
further promote the operation of the Trust as an open-end management investment
company. As used herein the terms "open-end management investment company,"
"assignment," "principal underwriter," "interested person," and "majority of the
outstanding voting securities" shall have the meanings set forth in the
Securities Act of 1933, as amended or the 1940 Act, and the rules and
regulations thereunder.
Section 11. Scope of Liability. Nothing herein shall be deemed to
protect the parties to any Agreement entered into pursuant to this Plan against
any liability to the Trust or its shareholders to which they would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of their duties hereunder, or by reason of their reckless disregard
of their obligations and duties hereunder.
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.
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Section 13. 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 any class of shares of the Trust must look
solely to the Trust Property belonging to such class for the enforcement of any
claims against the Trust.
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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:
Nations Value Fund
Nations Capital Growth Fund
Nations MidCap Growth Fund
Nations LargeCap Index Fund
Nations Managed Index Fund
Nations SmallCap Index Fund
Nations Aggressive Growth Fund
Nations Balanced Assets Fund
Nations Short-Intermediate Government Fund
Nations Short-Term Income Fund
Nations Bond Fund
Nations Strategic Income Fund
Nations Intermediate Municipal Bond Fund
Nations Municipal Income Fund
Nations Short-Term Municipal Income 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
Nations Virginia Municipal Bond Fund
Nations Strategic Growth Fund
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The term "Money Market Funds" used in the Plan shall refer to the
following Funds of the Trust:
Nations Government Money Market Fund
Nations Tax Exempt Fund
Dated: October 15, 1996
Last Amended: August 1, 2000
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