U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 24F-2: Annual Notice of Securities Sold, Pursuant to
Rule 24F-2
Read instructions at end of Form before preparing Form. Please print or type.
1. Name and address of issuer:
Nations Institutional Reserves
111 Center Street
Little Rock, AR 72201
2. Name of each series or class of funds for which this notice is filed:
Nations Cash Reserves-Capital Shares. Nations Cash Reserves-Liquidity Shares.
Nations Cash Reserves-Adviser Shares. Nations Government Reserves-Capital
Shares. Nations Government Reserves-Liquidity Shares. Nations Government
Reserves-Adviser Shares. Nations Municipal Reserves-Capital Shares. Nations
Municipal Reserves-Liquidity Shares. Nations Municipal Reserves-Adviser Shares.
Nations Treasury Reserves-Capital Shares. Nations Treasury Reserves-Liquidity
Shares. Nations Treasury Reserves-Adviser Shares.
3. Investment Company Act File Number: 811-6030
Securities Act File Number: 33-33144
4. Last day of fiscal year for which this notice is filed:
April 30, 1996
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year end for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule 24f-2 in
a prior fiscal year, but which remained unsold at the beginning of the fiscal
year:
N/A
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8. Number and amount of securities registered during the fiscal year other than
pursuant to Rule 24f-2:
Number: 1,324,679,968 shares
Sale Price: $1,324,679,968
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 5,575,482,531 shares
Sale Price: $5,575,482,531.00
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to Rule 24f-2:
Number: 4,250,802,563 shares
Sale Price: $4,250,802,563
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see Instruction
B.7):
Number: 2,449,492 shares
Sale Price: $2,449,492.00
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on Rule 24f-2 (from Item 10):
$4,250,802,563.00
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+2,449,492.00
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 4,456,221,513.00
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to Rule 24e-2
(if applicable):
+0.00
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on Rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
($202,969,458.00)
(vi) Multiplier prescribed by Section 6(b) of the SecuritieS
Act of 1933 or other applicable law or regulation (see Instruction C.6):
x 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if the
form is being filed within 60 days after the close of the issuer's fiscal year.
See Instruction C.3.
Check box if fees are being remitted to the Commission's lockbox depository as
described in Section 3a of the Commission's Rule of Informal and Other
Procedures (17 CFR 202.3a). [ ]
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Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
N/A
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: \s\ James Edward Banks, Jr.
Assistant Secretary
Date: June 27, 1996
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[MORRISON & FOERSTER LLP LETTERHEAD]
June 27, 1996
Nations Institutional Reserves
111 Center Street
Little Rock, Arkansas
Re: Issuance and Sale of Shares of Beneficial Interest of
Nations Institutional Reserves; Registration on Form N-1A
Pursuant to Rule 24f-2
Ladies and Gentlemen:
Nations Institutional Reserves (the "Trust") has requested our opinion
in connection with the issuance by the Trust of 5,577,932,023 shares of
beneficial interest (the "Shares"), in the aggregate, of all classes of Shares
of all Portfolios of the Trust (collectively, the "Funds").
We have examined documents relating to the organization of the Trust
and the authorization for registration and sale of Shares of each of the Funds.
The opinion given below only relates to the law of the Commonwealth of
Massachusetts, the laws under which the Trust was organized, and is subject to
the condition that the Trust is in compliance with the provisions of any
applicable laws, regulations and permits of any state or foreign country in
which any Shares of any of the Funds are sold.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by the Trust have been duly and
validly authorized by all appropriate action and, assuming delivery by sale or
in accord with the Funds' dividend reinvestment plan was in accordance with the
description set forth in the Trust's current prospectuses under the Securities
Act of 1933, the Shares have been legally issued, fully paid and are
non-assessable.
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We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the filing of the Trust's
Rule 24f-2 Notice, as amended, under the Investment Company Act of 1940, as
amended.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
