SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
(x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
Nations Institutional Reserves
(Name of Registrant as Specified In Its Charter)
Nations Institutional Reserves
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $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: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
(X) Fee previously paid 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:
4) Date Filed:
<PAGE>
IMPORTANT NOTICE: PLEASE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT AS SOON
AS POSSIBLE.
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 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.
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)
871-7536. 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>
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
30, 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. 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) 871-7536. 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.
<PAGE>
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>
NATIONS INSTITUTIONAL RESERVES
101 SOUTH TRYON STREET
33RD FLOOR
CHARLOTTE, NORTH CAROLINA 28255
TELEPHONE: (800) 321-7854
PROXY STATEMENT
MAY 20, 1996
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
30, 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
1,040,639,008.50 outstanding shares of Nations Cash Reserves, 491,818,645.57
outstanding shares of Nations Treasury Reserves, 166,408,936.69 outstanding
shares of Nations Government Reserves and 110,697,742.95 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
NationsBanc 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 Portfolios.
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 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
1
<PAGE>
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 staff of the Securities and Exchange Commission takes the position
that a portfolio 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 imposes
the 10% limitation on 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) in its place:
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 limitation 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.
Several significant changes have occurred in the banking industry since the
Portfolio adopted its investment policy regarding industry concentration. Among
other things, 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, but would still be permitted, 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) in its place:
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.
2
<PAGE>
By approving an amendment of Nations Cash Reserves' investment policy
regarding concentration in the banking industry, Shareholders will also 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 from the Portfolio's fundamental
investment limitation concerning industry concentration.
As discussed above, the Board feels that the proposed industry
concentration policy would give 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.
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 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.
3
<PAGE>
ADDITIONAL INFORMATION
Each Portfolio 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:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
TITLE OF PORTFOLIO NAME AND ADDRESS BENEFICIALLY OWNED CLASS OWNED
<S> <C> <C> <C>
Nations Cash Reserves NationsBank of Texas as Trustee 236,121,430.63 22.69%
901 S. Main
Dallas, TX 75283
Hare & Co., Bank of New York 78,812,819.43 7.57%
ATTN: STIF/Master Note
One Wall Street, 5th Floor
New York, NY 10286
Nations Municipal Reserves NationsBank SWP Disbursement/VA 34,709,004.38 31.35%
901 W. Trade Street
Loc Code NC1-003-04-38
Charlotte, NC 28255
Maryland National Bank 20,800,921.63 18.79%
ATTN: NationsBank SWP
Disbursement
901 W. Trade Street
Loc Code NC1-003-04-38
Charlotte, NC 28255
Mr. Michael W. Lasky 6,796,310.81 6.14%
23-25 Walker Avenue
Baltimore, MD 21208
Nations Government Reserves Maryland National Bank 102,636,254.29 61.67%
ATTN: NationsBank SWP
Disbursement
901 West Trade Street
NC1-003-04-38
Charlotte, NC 28255
Westinghouse Savannah River Co. 14,216,824.24 8.54%
1993 South Centennial Ave.
Building 3, Room 354
Building 992-3W-354
Aiken, SC 29802
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
TITLE OF PORTFOLIO NAME AND ADDRESS BENEFICIALLY OWNED CLASS OWNED
<S> <C> <C> <C>
Nations Treasury Reserves United Parcel Service 147,594,746.47 30.00%
55 Glenlake Parkway NE
Atlanta, GA 30328
Hare & Co., Bank of New York 112,074,236.52 22.78%
ATTN: STIF/Master Note
One Wall Street, 5th Floor
New York, NY 10286
Simmons Company 31,287,863.71 6.36%
One Concourse Parkway
Suite 600
Atlanta, GA 30328
Maryland National Bank 43,049,737.40 8.75%
ATTN: NationsBank SWP
Disbursement
901 West Trade Street
NC1-003-04-38
Charlotte, NC 28255
</TABLE>
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 there were no affiliated broker
commissions paid on behalf of Nations Cash Reserves, Nations Treasury Reserves,
Nations Government Reserves or Nations Municipal Reserves.
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.
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) 871-7536. 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
5
<PAGE>
********************************************************************************
APPENDIX
Please fold and detach card at perforation before mailing
NATIONS TREASURY RESERVES Special Meeting of Shareholders-July 17, 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 the above-referenced Fund (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 on the reverse side, 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) 871-7536.
-------------------------------------
-------------------------------------
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>
Please fold and detach card at perforation before mailing
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. PLEASE VOTE BY FILLING IN THE
APPROPRIATE BOX BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK. [ ]
1. To approve the proposal to amend Nations Treasury Reserves'
fundamental investment limitation concerning investments in
restricted securities.
FOR AGAINST 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.
<PAGE>
Please fold and detach card at perforation before mailing
NATIONS GOVERNMENT RESERVES Special Meeting of Shareholders-July 17, 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 the above-referenced Fund (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 on the reverse side, 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) 871-7536.
------------------------------------
-------------------------------------
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>
Please fold and detach card at perforation before mailing
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. PLEASE VOTE BY FILLING IN THE
APPROPRIATE BOX BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK. [ ]
1. To approve the proposal to amend Nations Government
Reserves' fundamental investment limitation concerning
investments in restricted securities.
FOR AGAINST 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.
<PAGE>
Please fold and detach card at perforation before mailing
NATIONS MUNICIPAL RESERVES Special Meeting of Shareholders-July 17, 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 the above-referenced Fund (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 on the reverse side, 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) 871-7536.
------------------------------------
-------------------------------------
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>
Please fold and detach card at perforation before mailing
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. PLEASE VOTE BY FILLING IN THE
APPROPRIATE BOX BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK. [ ]
1. To approve the proposal to amend Nations Municipal
Reserves' fundamental investment limitation concerning
investments in restricted securities.
FOR AGAINST 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.
<PAGE>
Please fold and detach card at perforation before mailing
NATIONS CASH RESERVES Special Meeting of Shareholders-July 17, 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 the above-referenced Fund (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 on the reverse side, 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) 871-7536.
------------------------------------
-------------------------------------
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>
Please fold and detach card at perforation before mailing
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. PLEASE VOTE BY FILLING IN THE
APPROPRIATE BOX BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT
USE RED INK. [ ]
1. To approve the proposal to amend Nations Cash Reserves'
fundamental investment limitation concerning investments in
restricted securities.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To approve the proposal to amend Nations Cash Reserves'
policy concerning concentration in the banking industry.
FOR AGAINST 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.
<PAGE>
