NATIONS FUNDS TRUST

                   FORM OF SHAREHOLDER SERVICING PLAN ("PLAN")

                             LIQUIDITY CLASS SHARES

         Section 1. Each of the proper officers of Nations Funds 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 (a) duly approved by the Trust's Board of Trustees or (b) approved
and entered into by the officers of the Trust, with advice of counsel, and
ratified by the 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 Liquidity Class Shares in any of the Trust's Funds (collectively,
"Shares") 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 portfolios listed on Exhibit I (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 either 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. 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 approved by a majority of the Board
of Trustees, including a majority of the Trustees who are not "interested
persons," as defined in the 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 is terminable at any time with respect to any Fund
by vote of a majority of the Disinterested Trustees.

         Section 6. 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 7. 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.



                                    EXHIBIT I

1. Nations New York Tax-Exempt Reserves

Approved:   November 28, 2001