EXHIBIT 99.23(m)(10)


                               NATIONS FUNDS TRUST
                            FORM OF DISTRIBUTION PLAN
                             LIQUIDITY CLASS SHARES

          WHEREAS, Nations Funds Trust (the "Trust") is engaged in business as a
diversified, open-end investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"); and

     WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of units of beneficial interest ("Unitholders") in
Liquidity Class Shares of Nations New York Tax-Exempt Reserves of the Trust and
such other funds as may be added to the Trust (the "Liquidity Class Funds");

          NOW THEREFORE, the Trustees of the Trust hereby adopt this
distribution plan pursuant to Rule 12b-1 under the 1940 Act.

          Section 1. The Trust has adopted this distribution plan (the "Plan")
to enable the Trust to directly or indirectly bear expenses relating to the
distribution of Liquidity Class securities of which the Trust is the issuer.

          Section 2. The Trust may incur expenses for the items stipulated in
Section 3 of this Plan, provided that in no event shall the Trust incur
reimbursable expenses for Liquidity Class Shares that exceed an annual rate of
0.30% of the Trust's average daily net assets relating to the Class during any
fiscal year of the Trust. All expenditures pursuant to this Plan shall be made
only pursuant to authorization by the President, any Vice President or the
Treasurer of the Trust. If there should be more than one series of Trust units,
expenses incurred pursuant to this Plan shall be allocated among the several
series of the Trust on the basis of their relative net asset values, unless
otherwise determined by a majority of the Qualified Trustees. In addition, the
Trust will pay the Distributor a fee of up to .30% of the Liquidity Class Funds'
(.35% with respect to Liquidity Class Shares of Nations Treasury Reserves)
average daily net assets which the distributor can use to compensate certain
financial institutions which provide administrative and/or distribution services
to Liquidity Class unitholders relating to the Trust. The actual fee paid to the
administrators will be negotiated based on the extent and quality of services
provided.

          Section 3. Reimbursable expenses permitted pursuant to this Plan shall
include the following expenses incurred with respect to the Liquidity Class
securities:

          (a)  the incremental printing costs incurred in producing for and
               distributing to persons other than current Unitholders of the
               Trust, the reports, prospectuses, notices and similar materials
               that are prepared by the Trust for current Unitholders;

          (b)  the cost of complying with state and federal laws pertaining to
               the distribution of the Trust's units;

                                       1



          (c)  advertising;

          (d)  the costs of preparing, printing and distributing any literature
               used in connection with the offering of the Trust's units and not
               covered by Section 3(a) of this Plan;

          (e)  expenses incurred in connection with the promotion and sale of
               the Trust's units including, without limitation, travel and
               communication expenses and expenses for the compensation of and
               benefits for sales personnel; and

          (f)  any other expenses reasonably incurred in connection with the
               distribution and marketing of the Liquidity Class securities
               subject to approval of a majority of the Qualified Trustees;

          Section 4. This Plan shall not take effect until it has been approved
(a) by a vote of at least a majority of the outstanding voting securities in
Liquidity Class of the Trust; and (b) together with any related agreements, by
votes of the majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, cast in person at a Board of Trustees meeting called for the
purpose of voting on this Plan or such agreement.

          Section 5. This Plan shall continue in effect for a period of more
than one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.

          Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, at least quarterly, a written report
of the amounts so expended and the purposes for which such expenditures were
made.

          Section 7. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the Trust's
outstanding voting securities.

          Section 8. All agreements with any person relating to implementation
of this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Unitholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.

          Section 9. This plan may not be amended to increase materially the
amount of distribution expenses permitted pursuant to Section 2 hereof without
the approval of Unitholders holding a majority of the outstanding voting
securities in the Liquidity Class of the Trust, and all material amendments to
this Plan shall be approved in the manner provided in Part (b) of Section 4
herein for the approval of this Plan.

                                       2



          Section 10. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.

          Section 11. Nothing in this Plan shall operate or be construed to
limit the extent to which the Trust's Sponsor, Manager, Distributor, or
Investment Adviser or any other person, other than the Trust, may incur costs
out of their own monies and bear expenses associated with the distribution of
securities of which the Trust is the issuer.

          Section 12. While this Plan is in effect, the selection and nomination
of those Trustees who are not interested persons of the Trust within the meaning
of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.

          Section 13. This Plan shall not obligate the Trust or any other party
to enter into an agreement with any particular person.

                                       3



                                    EXHIBIT A

1.   Nations New York Tax-Exempt Reserves

Dated: February 15,2002