EXHIBIT (m)(2)


                             NORTH AMERICAN FUNDS
                             --------------------
                               DISTRIBUTION PLAN
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                                CLASS A SHARES
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AMENDMENT made this 16th day of December, 1997 to the Class A Share Distribution
Plan (the "Plan"), adopted in accordance with Rule 12b-1 under the Investment
Company Act of 1940 by the North American Funds, a Massachusetts business trust
(the "Fund"), with respect to the Class A shares of beneficial interest (the
"Class A Shares") of the Fund's investment portfolios. In accordance with
Section 6 of the Plan, the Plan shall be extended to the following additional
investment portfolio established by the Fund:

Emerging Growth Fund
Tax-Sensitive Equity Fund

The Amendment shall become effective with respect to the new portfolio in
accordance with Section 6 of the Plan.