NATIONS FUNDS TRUST
                       SHAREHOLDER SERVICING PLAN ("PLAN")
                               MARKET 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 other financial institutions that
are dealers of record or holders of record or which have a servicing
relationship with the beneficial owners of Market Class Shares ("Servicing
Agents") in any of the Trust's Funds set forth on Exhibit I attached hereto,
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 Market Class Shares of 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 Market Class 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 entirely by the holders of the
Market Class Shares of the particular Fund involved. If more than one Fund is
involved and these expenses are not directly attributable to Market Class Shares
of a particular Fund, then the expenses may be allocated between or among the
Market Class 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 administrator
and/or co-administrator 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 will become effective immediately, as to any Fund's
Market Class Shares, upon its approval by (a) a majority of the outstanding
Market Class Shares of such Fund, and (b) a majority of the Board of Trustees,
including a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Trust and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements entered
into in connection with this Plan, pursuant to a vote cast in person at a
meeting called for the purpose of voting on the approval of this Plan.



      Section 5. This Plan shall continue in effect for so long as its
continuance is specifically approved at least annually by the Trust's Board of
Trustees in the manner described in Section 4.

      Section 6. 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
Market Class Shares may bear for distribution pursuant to this Plan shall be
effective only upon approval by a vote of a majority of the outstanding Market
Class 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 4 hereof.

      Section 7. This Plan is terminable, as to a Fund's Market Class Shares,
without penalty at any time by (a) a vote of a majority of the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust and who have
no direct or indirect financial interest in the operation of this Plan or in any
agreements entered into in connection with this Plan, or (b) a vote of a
majority of the outstanding Market Class Shares of such Fund.

      Section 8. While this Plan is in effect, the selection and nomination of
those Trustees who are not "interested persons" (as defined in the 1940 Act) of
the Trust shall be committed to the discretion of such non-interested Trustees.

      Section 9. The names "Nations Funds Trust" and "Trustees of Nations Funds
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 which is hereby referred to and a copy of which is on file at the office
of the Trust. The obligations of "Nations Funds 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, and all persons dealing with a
Fund's Market Class Shares of the Trust must look solely to the Trust property
belonging to such Fund's Market Class Shares for the enforcement of any claims
against the Trust.

      Section 10. The Trust will preserve copies of this Plan, and any
Agreements and 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
2.   Nations Government Reserves
3.   Nations Cash Reserves
4.   Nations Treasury Reserves
5.   Nations Tax-Exempt Reserves
6.   Nations Municipal Reserves
7.   Nations Money Market Reserves
8.   Nations California Tax-Exempt Reserves



Dated:  February 15, 2002
Last Amended:  May 10, 2002