EXHIBIT 99.23(h)(11)
NATIONS FUNDS TRUST
FORM OF SHAREHOLDER SERVICING PLAN ("PLAN")
INVESTOR 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 Investor Class Shares ("Servicing
Agents") in any Funds of the Trust 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 Investor 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 Investor Class Shares beneficially owned by or attributable
to such clients. Affiliates of the Trust's distributor, co-administrators 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
Investor Class Shares of the particular Fund involved. If more than one Fund is
involved and these expenses are not directly attributable to Investor Class
Shares of a particular Fund, then the expenses may be allocated between or among
the Investor 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 Servicing 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 Servicing Agents.
Section 3. So long as this Plan is in effect, the Trust's
co-administrators 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. 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, 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.
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Section 5. 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 4.
Section 6. This Plan is terminable at any time with respect to any Fund by
vote of a majority of the Disinterested Trustees.
Section 7. 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 8. 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.
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EXHIBIT I
1. Nations Cash Reserves
2. Nations Treasury Reserves
3. Nations Municipal Reserves
4. Nations Government Reserves
5. Nations Tax-Exempt Reserves
6. Nations Money Market Reserves
7. Nations California Tax-Exempt Reserves
Approved: October 10, 2001
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