NATIONS FUNDS TRUST

                FORM OF SHAREHOLDER ADMINISTRATION PLAN ("PLAN")

                           INSTITUTIONAL 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 any other form duly approved by the Trust's Board of Trustees
("Agreements") with broker/dealers, banks and/or other financial institutions
that are dealers of record or holders of record or which have a servicing
relationship with the same or directly with the beneficial owners of
Institutional Class Shares ("Administration Agents") of certain Funds of the
Trust (as listed on Exhibit I), provided that any material modifications to the
services listed in the Agreements shall be presented for approval or
ratification by the Board of Trustees at the next regularly scheduled Meeting.
Pursuant to such Agreements, Administration Agents shall provide shareholder
administration services as set forth therein, directly or indirectly, beneficial
owners of Institutional Class Shares of the Funds (as listed on Exhibit I) 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 0.04% of
the average daily net asset value of the Institutional Class Shares. The Trust's
distributor, co-administrators and investment adviser are eligible to become
Administration 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 entirely by the holders of the Institutional Class Shares of the
particular Fund involved. If more than one Fund is involved and these expenses
are not directly attributable to Institutional Class Shares of a particular
Fund, then the expenses may be allocated between or among the Institutional
Class Shares of the Funds in a fair and equitable manner.

         Section 2. The Trust's co-administrators shall monitor the arrangements
pertaining to the Trust's Agreements with Administration Agents. The Trust's
co-administrators shall not, however, be obligated by this Plan to recommend,
and the Trust shall not be obligated to execute, any Agreement with any
qualifying Administration Agents.

         Section 3. Unless sooner terminated, this Plan shall continue in effect
for a period of one year from its date of execution and shall continue
thereafter for successive annual periods, provided that such continuance is
specifically 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, as amended, 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 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 the approvals set forth in Section 3.

         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