(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
|X| Filed by the registrant
|_| Filed by a party other than the registrant
|X| Preliminary proxy statement
|_| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
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Nations Institutional Reserves
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Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
|_| $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
<PAGE>
- ----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
(5) Total fee paid:
- ------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials
- ------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- ------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- ------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
NATIONS INSTITUTIONAL RESERVES
101 South Tryon Street
33rd Floor
Charlotte, North Carolina 28255
Telephone: (800) 321-7854
May 20, 1996
Dear Shareholder:
We are pleased to invite you to a Special Meeting of the
Shareholders of Nations Cash Reserves, Nations Treasury Reserves, Nations
Government Reserves and Nations Municipal Reserves (each, a "Portfolio" and
collectively, the "Portfolios") of Nations Institutional Reserves (formerly
known as The Capitol Mutual Funds) (the "Trust") to be held on Wednesday, July
17, 1996. At the Special Meeting, Shareholders will be asked to consider and act
upon a proposal to amend the Portfolios' fundamental investment limitation
concerning restricted securities. In addition, Shareholders of Nations Cash
Reserves will be asked to consider and act upon a proposal to eliminate the
Portfolio's investment policy concerning concentration in the banking industry.
Approval of this proposal will include, in effect, approval of amendment to the
Portfolio's fundamental investment limitation concerning market concentration.
The Board of Trustees believes the proposal to change the
Portfolios' fundamental investment limitation regarding restricted liquid
securities would enhance the investment flexibility of the Portfolios. The
proposed change would not affect the investment objectives of the Portfolios and
is not expected to result in significant changes to any Portfolio's investment
strategies. Moreover, this change is consistent with regulatory requirements
applicable to the Portfolios and with industry practice. The Board feels that
this modification of the Portfolios' investment limitations recognizes the
current state of securities markets without compromising the protections the
limitations afford Shareholders.
In addition, the Board of Trustees feels that the policy of
concentrating Nations Cash Reserves' investments in obligations issued by the
banking industry is no longer in the best interests of the Portfolio. The Board
believes that amending the policy to eliminate the concentration requirement
would give the Portfolio greater flexibility in pursuing its investment
objective and would respond to recent trends in the banking industry. The
proposed change would not alter the investment objective or other investment
policies of Nations Cash Reserves.
The Board of Trustees of the Trust unanimously recommends that
Shareholders vote FOR the items.
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
Attached are the formal Notice of Special Meeting and a Proxy
Statement, together with a Proxy Card for you to mark, sign, date and return to
us. Please return your Proxy Card to us so that your vote will be counted even
if you do not attend the Special Meeting in person.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF
SHARES THAT YOU OWN. PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD TODAY,
EITHER IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND
BACK) AT (617) 878-9327. If you have any questions regarding the enclosed
materials or the Special Meeting, please call Stephens Inc., the Portfolios'
distributor, at (800) 321-7854. We look forward to receiving your completed
Proxy Card very soon.
Sincerely,
A. Max Walker
President and Chairman of the
Board of Trustees
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
NATIONS INSTITUTIONAL RESERVES
101 South Tryon Street
33rd Floor
Charlotte, North Carolina 28255
Telephone: (800) 321-7854
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NATIONS CASH RESERVES, NATIONS TREASURY RESERVES,
NATIONS GOVERNMENT RESERVES and NATIONS
MUNICIPAL RESERVES of NATIONS
INSTITUTIONAL RESERVES To Be Held on
July 17, 1996
* * * *
TO THE SHAREHOLDERS of NATIONS CASH RESERVES, NATIONS TREASURY RESERVES, NATIONS
GOVERNMENT RESERVES and NATIONS MUNICIPAL RESERVES (each, a "Portfolio" and
collectively, the "Portfolios") of NATIONS INSTITUTIONAL RESERVES (formerly
known as The Capitol Mutual Funds) (the "Trust"):
PLEASE TAKE NOTE that a SPECIAL MEETING OF SHAREHOLDERS (the
"Special Meeting") of the Portfolios will be held on Wednesday, July 17, 1996,
at 10:00 a.m. (Eastern time) at 101 South Tryon Street, 33rd Floor, Charlotte,
North Carolina 28255. The Special Meeting is being called for the following
purposes:
1. To consider and act upon a proposal to amend the
Portfolios' fundamental investment limitation concerning
investments in restricted securities.
2. For Nations Cash Reserves, to consider and act upon a
proposal to amend such Portfolio's investment policy
concerning concentration in the banking industry, including
elimination of references to such concentration policy in
the Portfolio's fundamental investment limitation
concerning industry concentration.
3. To transact such other business as may properly come before
the Special Meeting, or any adjournment(s) thereof,
including any adjournment(s) necessary to obtain requisite
quorums and/or approvals.
The Board of Trustees of the Trust has fixed the close of business
on April 29, 1996 as the record date for the determination of Shareholders
entitled to receive notice of and to vote at the Special Meeting or any
adjournment(s) thereof. The enclosed Proxy Statement contains further
information regarding the meeting and the proposals to be considered. The
enclosed Proxy Card is intended to permit you to vote even if you do not attend
the meeting in person.
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
YOUR PROXY IS VERY IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
TODAY, EITHER IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT
AND BACK) AT (617) 878-9327. Signed but unmarked Proxy Cards will be counted in
determining whether a quorum is present and will be voted in favor of the
proposals.
By Order of the Board of Trustees
Richard H. Blank, Jr.
Secretary
May 20, 1996
- --------------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS
OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE MARK, SIGN, DATE AND RETURN YOUR
PROXY CARD IMMEDIATELY.
- --------------------------------------------------------------------------------
SHARES OF THE TRUST ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR ISSUED,
ENDORSED OR GUARANTEED BY, NATIONSBANK, N.A. ("NATIONSBANK") OR ANY OF ITS
AFFILIATES. SUCH SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN THE PORTFOLIOS INVOLVES CERTAIN RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL.
NATIONSBANC ADVISORS, INC. IS THE INVESTMENT ADVISER TO THE PORTFOLIOS.
TRADESTREET INVESTMENT ASSOCIATES, INC. IS THE SUB-INVESTMENT ADVISER TO THE
PORTFOLIOS. NATIONSBANK AND CERTAIN OF ITS AFFILIATES PROVIDE CERTAIN OTHER
SERVICES TO THE TRUST, FOR WHICH THEY ARE COMPENSATED. STEPHENS INC., WHICH IS
NOT AFFILIATED WITH NATIONSBANK, IS THE SPONSOR AND ADMINISTRATOR AND SERVES AS
THE DISTRIBUTOR FOR THE TRUST.
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
PROXY STATEMENT
MAY 20, 1996
NATIONS INSTITUTIONAL RESERVES
101 South Tryon Street
33rd Floor
Charlotte, North Carolina 28255
Telephone: (800) 321-7854
This Proxy Statement is being furnished to Shareholders of Nations
Cash Reserves, Nations Treasury Reserves, Nations Government Reserves and
Nations Municipal Reserves (each, a "Portfolio" and collectively, the
"Portfolios") of Nations Institutional Reserves (formerly known as The Capitol
Mutual Funds) (the "Trust") in connection with the solicitation of proxies by
the Board of Trustees of the Trust, to be used at a Special Meeting of
Shareholders (the "Special Meeting") of the Portfolios, to be held on Wednesday,
July 17, 1996 beginning at 10:00 a.m. (Eastern time) at 101 South Tryon Street,
33rd Floor, Charlotte, North Carolina 28255. Your proxy is being solicited for
the purposes set forth in the accompanying Notice of Special Meeting.
Shareholders of record of the Portfolios at the close of business
on April 29, 1996 (the "Record Date") are entitled to notice of and to vote at
the Special Meeting or any adjournment(s) thereof. As of the Record Date, there
were __________ outstanding shares of Nations Cash Reserves, __________
outstanding shares of Nations Treasury Reserves, __________ outstanding shares
of Nations Government Reserves and __________ outstanding shares of Nations
Municipal Reserves, respectively, each of which is entitled to a single vote.
This proxy statement is first being mailed to Shareholders on or about May 20,
1996.
BACKGROUND OF THE PROPOSALS
The Portfolios are diversified, open-end investment companies
advised by NationsBank Advisors, Inc. ("NBAI"). NBAI is a wholly owned
subsidiary of NationsBank, N.A. ("NationsBank"), which in turn is a wholly owned
banking subsidiary of NationsBank Corporation, a bank holding company organized
as a North Carolina corporation. TradeStreet Investment Associates, Inc. serves
as sub-investment adviser to the Portfolios. TradeStreet also is a wholly owned
subsidiary of NationsBank. As used herein the Adviser shall mean NBAI and/or
TradeStreet as the context may require. NBAI and TradeStreet each has its
principal offices at One NationsBank Plaza, Charlotte, North Carolina 28255.
Stephens Inc. ("Stephens"), with principal offices at 111 Center Street, Little
Rock, Arkansas 72201 serves as Administrator to the Funds.
Each Portfolio pursues its investment objective pursuant to such
Portfolio's investment policies and limitations. Under the Investment Company
Act of 1940 (the "1940 Act"), the investment policies of a mutual fund must be
classified as either "fundamental" or "non-fundamental." A fundamental policy
cannot be changed without the approval of a Portfolio's
<PAGE>
shareholders, while a non-fundamental policy generally may be changed by the
Trustees without shareholder approval. In addition, the 1940 Act requires that
certain non-fundamental policies only be changed with the approval of a mutual
fund's shareholders.
The Portfolios' investment limitation regarding restricted
securities is fundamental, and specifies that a Portfolio must limit investments
in such restricted securities to 10% of the Portfolio's total assets. Consistent
with the 1940 Act, the Portfolios' Registration Statement states that this
investment limitation cannot be changed with respect to a Portfolio without the
consent of holders of a majority of the Portfolio's outstanding shares. In
addition, the 1940 Act stipulates that no registered investment company may
deviate from its policy in respect of concentration without shareholder
approval. Accordingly, Shareholders are asked to consider and act upon a
proposal to amend the Portfolios' fundamental investment limitation regarding
restricted securities, and Shareholders of Nations Cash Reserves are asked to
consider and act upon a proposal to eliminate the requirement that such
Portfolio concentrate its investments in the banking industry.
The Board of Trustees believes that the proposals are in the best
interests of the Portfolios and their Shareholders. The Portfolios' current
investment policies reflect the regulatory, business or industry conditions in
place at the time such policies were adopted. The Board reviewed the Portfolios'
fundamental investment policy regarding restricted securities and Nations Cash
Reserves' policy concerning concentration in the banking industry, and
determined that such policies should be revised to allow the Portfolios to
respond more effectively to regulatory developments and changes in financial
markets. The Board of Trustees believes the proposed changes to the Portfolios'
investment policies would enhance the investment flexibility of the Portfolios
and reflect the current state of securities markets, without compromising the
protections currently afforded Shareholders. Moreover, the proposals are
consistent with the current regulatory climate and with market practice.
ITEM 1. AMENDMENT OF THE PORTFOLIOS' FUNDAMENTAL INVESTMENT POLICY CONCERNING
RESTRICTED SECURITIES
The Portfolios' current fundamental investment policy concerning
restricted securities provides that:
Each Portfolio . . . may enter into repurchase agreements and
non-negotiable time deposits, provided that repurchase agreements and
non-negotiable time deposits maturing in more than seven days,
restricted securities and other securities which are not readily
marketable do not exceed, in the aggregate, 10% of the Portfolio's
total assets.
The current fundamental policy limits purchases of all securities deemed
restricted, including both liquid and illiquid restricted securities. In
contrast, the 1940 Act provides that a portfolio
<PAGE>
must limit investments in illiquid securities to 10% of the portfolio's assets.
(This 1940 Act limitation is aimed at insuring that a portfolio will have liquid
assets sufficient to make timely payment for redeemed shares under normal market
conditions.) The Portfolios' fundamental investment limitation is more
restrictive than allowed under the 1940 Act, for it includes both liquid and
illiquid securities.
The Board of Trustees believes that the current fundamental investment
policy concerning restricted securities is more restrictive than is necessary.
The Board recommends that Shareholders vote to amend the policy so that the 10%
limitation no longer would apply to liquid restricted securities, but rather
would be limited to illiquid restricted securities. The Board proposes that
Shareholders approve adopting the proposed fundamental investment policy set
forth below (change is shown in italics):
Each Portfolio . . . may enter into repurchase agreements and
non-negotiable time deposits, provided that repurchase agreements and
non-negotiable time deposits maturing in more than seven days, illiquid
securities and other securities which are not readily marketable do not
exceed, in the aggregate, 10% of the Portfolio's total assets.
As discussed above, the Board of Trustees feels that the proposed
fundamental investment limitation regarding illiquid securities would enhance
the Portfolios' investment flexibility and is in line with current securities
market practice. The Board bases its recommendation on its review of the
Portfolios' fundamental investment restriction regarding restricted securities
and upon presentations made by the Adviser at the Special Meeting of the Board
of Trustees held on April 16-17, 1996.
The Trust's Board of Trustees recommends that you vote to amend the
Portfolios' fundamental investment policy concerning restricted securities.
ITEM 2. AMENDMENT OF NATIONS CASH RESERVES' INVESTMENT POLICY CONCERNING
CONCENTRATION IN THE BANKING INDUSTRY
Nations Cash Reserves' current investment policy concerning industry
concentration provides that:
Except for temporary defensive purposes, the Portfolio will concentrate
its investments in obligations issued by the banking industry,
consisting of U.S. dollar denominated obligations of U.S. banks,
foreign branches of U.S. banks, and London and U.S. branches of foreign
banks.
Pursuant to the 1940 Act, concentration for the purposes of the
investment policy set forth above means the investment of more than twenty-five
percent of the Portfolio's assets in the banking industry.
<PAGE>
Several significant changes have occurred in the banking industry since
the Portfolio adopted its investment policy regarding industry concentration.
Competition in the industry has significantly narrowed profit margins associated
with traditional lending activities, and rising interest rates have deflated the
levels of return from such activities. Accordingly, the Board of Trustees
believes it is in the best interest of Nations Cash Reserves and its
Shareholders to amend the investment policy so that the Portfolio would no
longer be required to concentrate its investments in obligations issued by the
banking industry. The Board proposes that Shareholders approve eliminating the
current concentration requirement and adopting the proposed investment policy
set forth below (changes shown in italics):
The Portfolio reserves the freedom to concentrate its investments in
U.S. dollar denominated obligations of U.S. banks, foreign branches of
U.S. banks and U.S. branches of foreign banks.
By approving an amendment of Nations Cash Reserves' investment policy
regarding concentration in the banking industry, Shareholders will also, in
effect, be approving the amendment of such Portfolio's fundamental investment
limitation concerning industry concentration. More specifically, references to
the current concentration policy would be eliminated form the Portfolio's
fundamental investment limitation concerning industry concentration.
As discussed above, the Board feels that the proposed industry
concentration policy would give the Nations Cash Reserves greater flexibility in
pursuing its investment objective and reflects current market practice and the
provisions of the 1940 Act regarding money market fund concentration. The Board
bases its recommendation on its review of Nations Cash Reserves' investment
policy concerning concentration in the banking industry and on presentations
made by the Adviser at the Special Meeting of the Board of Trustees held on
April 16-17, 1996.
The Trust's Board of Trustees recommends that you vote to amend Nations
Cash Reserves' investment policy concerning concentration in the banking
industry.
<PAGE>
MISCELLANEOUS
Procedural Matters
Each Shareholder of the Portfolios will be entitled to one vote
for each share and a fractional vote for each fractional share held by such
Shareholder with respect to any proposal on which the Shareholder is entitled to
vote. With respect to a Portfolio, Shareholders holding a majority of the
outstanding shares of the Portfolio at the close of business on the Record Date
will constitute a quorum for the approval of the proposals described in the
accompanying Notice of Special Meeting and in this Proxy Statement (the
"Proposals").
As used herein, a "1940 Act Vote" of the shares of a Portfolio
means a vote of the holders of the lesser of (a) more than fifty percent (50%)
of the outstanding shares of the Portfolio or (b) sixty-seven percent (67%) or
more of the shares of the Portfolio present at the meeting if more than fifty
percent (50%) of the outstanding shares of the Portfolio are represented at the
meeting in person or by proxy. All shares will be voted on a combined,
Portfolio-wide basis, and not by class. A 1940 Act Vote of the shares of a
Portfolio is required to approve the Proposals.
Any proxy card which is properly executed and received in time to
be voted at the Special Meeting will be counted in determining whether a quorum
is present and will be voted in accordance with the instructions marked thereon.
In the absence of instructions, any such proxy card will be voted in favor of
the Proposals. Abstentions and "broker non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares as to a particular
matter with respect to which the brokers or nominees do not have discretionary
power to vote) will not be counted for or against any proxy to which they
relate, but will be counted for purposes of determining whether a quorum is
present and will be counted as votes present for purposes of determining a
majority of the outstanding shares of a Portfolio present at the Special
Meeting. For this reason, abstentions and broker non-votes will have the effect
of a vote against the Proposals.
If, by the time scheduled for the Special Meeting, a quorum is not
present, or if a quorum is present but sufficient votes in favor of the
Proposals are not received, the persons named as proxies may move for one or
more adjournments of the Special Meeting to permit further solicitation of
proxies with respect to the Proposals. Any such adjournment(s) will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Special Meeting to be adjourned. The persons named as proxies
will vote in favor of such adjournment(s) those shares which they are entitled
to vote which have voted in favor of such Proposals. They will vote against any
such adjournment(s) those proxies required to be voted against such Proposals.
The duly appointed proxies may, in their discretion, vote upon
such other matters as may come before the Special Meeting or any adjournment(s)
thereof, including any proposal to adjourn a meeting at which a quorum is
present to permit the continued solicitation of proxies in
<PAGE>
favor of the Proposals. A Shareholder of a Portfolio may revoke his or her proxy
at any time prior to its exercise by delivering written notice of revocation or
by executing and delivering a later-dated proxy to the Secretary of the Trust,
at the address set forth on the cover page of this Proxy Statement, or by
attending the Special Meeting in person to vote the Shares held by such
Shareholder.
Signed but unmarked proxy cards will be counted in determining
whether a quorum is present and will be voted in favor of the Proposals.
Additional Information
Each Fund will furnish, without charge, a copy of the annual
report and most recent semi-annual report, succeeding the annual report, if any,
by writing Nations Institutional Reserves, 101 South Tryon Street, 33rd Floor,
Charlotte, North Carolina 28255 or by calling (800) 321-7854.
The Trust is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act, and in
accordance therewith files reports, proxy material and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
materials and other information may be inspected and copied at the public
reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such materials can be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
Solicitation of Proxies and Payment of Expenses
The cost of soliciting proxies for the Special Meeting, consisting
principally of printing and mailing expenses, together with the costs of any
supplementary solicitation and proxy soliciting services provided by third
parties, will be borne by the Trust. Proxies will be solicited in the initial,
and any supplemental, solicitation by mail and may be solicited in person, by
telephone, telegraph, telefacsimile, or other electronic means by officers of
the Trust, personnel of NationsBank and/or Stephens, or an agent of the Trust
for compensation to be paid by the NationsBank and/or Stephens.
Substantial Shareholders
As of the close of business on the Record Date, there were no
persons known to the Trust to be beneficial owners of 5% or more of the
outstanding Shares of the Portfolios, except as follows:
Name and Number of Shares Percentage of
Address Beneficially Owned Class Owned
<PAGE>
[------------------ ------------- -------%]
[------------------ ------------- -------%]
[------------------ ------------- -------%]
[------------------ ------------- -------%]
As of the close of business on the Record Date, the officers and
Trustees of the Trust as a group beneficially owned less than 1% of the
outstanding Shares of the Portfolios.
Affiliated Broker Commissions
For the fiscal year ended April 30, 1996, Nations Cash Reserves
paid $_______, Nations Treasury Reserves paid $_______ , Nations Government
Reserves paid $_______ and Nations Municipal Reserves paid $_______ ,
respectively, in brokerage commissions to ___________, which was then treated,
for purposes of Rule 17e-1 under the 1940 Act, as an affiliated broker, as that
term is defined under Rule 14a-101 of the 1934 Act.
Other Business
The Board of Trustees of the Trust knows of no other business to
be brought before the Special Meeting. However, if any other matters come before
the Special Meeting, including any proposal to adjourn the meeting to permit the
continued solicitation of proxies in favor of the Proposals, it is their
intention that Proxy Cards which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named as proxies.
Future Shareholder Proposals
Pursuant to rules adopted by the SEC under the 1934 Act, investors
may request inclusion in the Board's proxy statement for Shareholder meetings
certain proposals for action which they intend to introduce at such meeting. Any
Shareholder proposals must be presented a reasonable time before the proxy
materials for the next meeting are sent to Shareholders. The submission of a
proposal does not guarantee its inclusion in the Trust's proxy statement and is
subject to limitations under the 1934 Act. It is not presently anticipated that
the Trust will hold regular meetings of Shareholders, and no anticipated date of
the next meeting can be provided.
<PAGE>
YOUR PROXY IS VERY IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
TODAY, EITHER IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT
AND BACK) AT (617) 878-9327. Signed but unmarked Proxy Cards will be counted in
determining whether a quorum is present and will be voted in favor of the
Proposals.
By Order of the Board of Trustees
Richard H. Blank, Jr.
Secretary
May 20, 1996
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
PROXY CARD
NATIONS INSTITUTIONAL RESERVES
* * *
NATIONS TREASURY RESERVES
Special Meeting of Shareholders
May 20, 1996
The undersigned hereby appoints Richard H. Blank, Jr., Louise P.
Newcomb and James E. Banks, Jr. (the "Proxies"), and each of them, attorneys and
proxies of the undersigned, each with power of substitution and resubstitution,
to attend, vote and act for the undersigned at the Special Meeting of
Shareholders of Nations Treasury Reserves (the "Portfolio") of Nations
Institutional Reserves (formerly known as The Capitol Mutual Funds) (the
"Trust") to be held at 101 South Tryon Street, 33rd Floor, Charlotte, North
Carolina 28255, at 10:00 a.m. (Eastern time) on Wednesday, July 17, 1996, and at
any adjournment(s) thereof. The Proxies shall cast votes according to the number
of shares of the Portfolio which the undersigned may be entitled to vote with
respect to the proposal set forth below, in accordance with the specification
indicated, if any, and shall have all the powers which the undersigned would
possess if personally present. The undersigned hereby revokes any prior proxy to
vote at such meeting, and hereby ratifies and confirms all that said Proxies, or
any of them, may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE PORTFOLIO AND THE PROXY STATEMENT, DATED MAY 20, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE PORTFOLIO AND
THE TRUST. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, EITHER
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT
(617) 878-9327.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSAL.
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
(1) To approve the proposal to amend Nations Treasury Reserves'
fundamental investment limitation concerning investments in
restricted securities.
|_| YES |_| NO |_| ABSTAIN
In their discretion, the Proxies, and each of them, are authorized
to vote upon any other business that may properly come before the meeting, or
any adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
-------------------------------------
-------------------------------------
Please sign above exactly as your
name(s) appear(s) hereon. Corporate
proxies should be signed in full
corporate name by an authorized
officer. Each joint owner should sign
personally. Fiduciaries should give
full titles as such.
_______________________________, 1996
(Please Date)
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
PROXY CARD
NATIONS INSTITUTIONAL RESERVES
* * *
NATIONS GOVERNMENT RESERVES
Special Meeting of Shareholders
May 20, 1996
The undersigned hereby appoints Richard H. Blank, Jr., Louise P.
Newcomb and James E. Banks, Jr. (the "Proxies"), and each of them, attorneys and
proxies of the undersigned, each with power of substitution and resubstitution,
to attend, vote and act for the undersigned at the Special Meeting of
Shareholders of Nations Government Reserves (the "Portfolio") of Nations
Institutional Reserves (formerly known as The Capitol Mutual Funds) (the
"Trust") to be held at 101 South Tryon Street, 33rd Floor, Charlotte, North
Carolina 28255, at 10:00 a.m. (Eastern time) on Wednesday, July 17, 1996, and at
any adjournment(s) thereof. The Proxies shall cast votes according to the number
of shares of the Portfolio which the undersigned may be entitled to vote with
respect to the proposal set forth below, in accordance with the specification
indicated, if any, and shall have all the powers which the undersigned would
possess if personally present. The undersigned hereby revokes any prior proxy to
vote at such meeting, and hereby ratifies and confirms all that said Proxies, or
any of them, may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE PORTFOLIO AND THE PROXY STATEMENT, DATED MAY 20, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE PORTFOLIO AND
THE TRUST. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, EITHER
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT
(617) 878-9327.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSAL.
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
(1) To approve the proposal to amend Nations Government
Reserves' fundamental investment limitation concerning
investments in restricted securities.
|_| YES |_| NO |_| ABSTAIN
In their discretion, the Proxies, and each of them, are authorized
to vote upon any other business that may properly come before the meeting, or
any adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
-------------------------------------
-------------------------------------
Please sign above exactly as your
name(s) appear(s) hereon. Corporate
proxies should be signed in full
corporate name by an authorized
officer. Each joint owner should sign
personally. Fiduciaries should give
full titles as such.
_______________________________, 1996
(Please Date)
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
PROXY CARD
NATIONS INSTITUTIONAL RESERVES
* * *
NATIONS MUNICIPAL RESERVES
Special Meeting of Shareholders
May 20, 1996
The undersigned hereby appoints Richard H. Blank, Jr., Louise P.
Newcomb and James E. Banks, Jr. (the "Proxies"), and each of them, attorneys and
proxies of the undersigned, each with power of substitution and resubstitution,
to attend, vote and act for the undersigned at the Special Meeting of
Shareholders of Nations Municipal Reserves (the "Portfolio") of Nations
Institutional Reserves (formerly known as The Capitol Mutual Funds) (the
"Trust") to be held at 101 South Tryon Street, 33rd Floor, Charlotte, North
Carolina 28255, at 10:00 a.m. (Eastern time) on Wednesday, July 17, 1996, and at
any adjournment(s) thereof. The Proxies shall cast votes according to the number
of shares of the Portfolio which the undersigned may be entitled to vote with
respect to the proposal set forth below, in accordance with the specification
indicated, if any, and shall have all the powers which the undersigned would
possess if personally present. The undersigned hereby revokes any prior proxy to
vote at such meeting, and hereby ratifies and confirms all that said Proxies, or
any of them, may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE PORTFOLIO AND THE PROXY STATEMENT, DATED MAY 20, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE PORTFOLIO AND
THE TRUST. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, EITHER
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT
(617) 878-9327.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSAL.
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
(1) To approve the proposal to amend Nations Municipal
Reserves' fundamental investment limitation concerning
investments in restricted securities.
|_| YES |_| NO |_| ABSTAIN
In their discretion, the Proxies, and each of them, are authorized
to vote upon any other business that may properly come before the meeting, or
any adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
-------------------------------------
-------------------------------------
Please sign above exactly as your
name(s) appear(s) hereon. Corporate
proxies should be signed in full
corporate name by an authorized
officer. Each joint owner should sign
personally. Fiduciaries should give
full titles as such.
_______________________________, 1996
(Please Date)
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
PROXY CARD
NATIONS INSTITUTIONAL RESERVES
* * *
NATIONS CASH RESERVES
Special Meeting of Shareholders
May 20, 1996
The undersigned hereby appoints Richard H. Blank, Jr., Louise P.
Newcomb and James E. Banks, Jr. (the "Proxies"), and each of them, attorneys and
proxies of the undersigned, each with power of substitution and resubstitution,
to attend, vote and act for the undersigned at the Special Meeting of
Shareholders of Nations Cash Reserves (the "Portfolio") of Nations Institutional
Reserves (formerly known as The Capitol Mutual Funds) (the "Trust") to be held
at 101 South Tryon Street, 33rd Floor, Charlotte, North Carolina 28255, at 10:00
a.m. (Eastern time) on Wednesday, July 17, 1996, and at any adjournment(s)
thereof. The Proxies shall cast votes according to the number of shares of the
Portfolio which the undersigned may be entitled to vote with respect to the
proposals set forth below, in accordance with the specification indicated, if
any, and shall have all the powers which the undersigned would possess if
personally present. The undersigned hereby revokes any prior proxy to vote at
such meeting, and hereby ratifies and confirms all that said Proxies, or any of
them, may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE PORTFOLIO AND THE PROXY STATEMENT, DATED MAY 20, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE PORTFOLIO AND
THE TRUST. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, EITHER
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT
(617) 878-9327.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
<PAGE>
(PRELIMINARY PROXY MATERIAL:
FOR INFORMATION OF THE SECURITIES
AND EXCHANGE COMMISSION ONLY)
(1) To approve the proposal to amend Nations Cash Reserves'
fundamental investment limitation concerning investments in
restricted securities.
|_| YES |_| NO |_| ABSTAIN
(2) To approve the proposal to amend Nations Cash Reserves'
policy concerning concentration in the banking industry.
|_| YES |_| NO |_| ABSTAIN
In their discretion, the Proxies, and each of them, are authorized
to vote upon any other business that may properly come before the meeting, or
any adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
-------------------------------------
-------------------------------------
Please sign above exactly as your
name(s) appear(s) hereon. Corporate
proxies should be signed in full
corporate name by an authorized
officer. Each joint owner should sign
personally. Fiduciaries should give
full titles as such.
_______________________________, 1996
(Please Date)
<PAGE>
