NATIONS RESERVES
RULE 18f-3 MULTI-CLASS PLAN
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I. Introduction.
Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act"), the following sets forth the method for allocating
fees and expenses among each class of shares in the investment portfolios of The
Capitol Mutual Funds, doing business as Nations Reserves ("Reserves"). In
addition, this Rule 18f-3 Multi-Class Plan (the "Plan") sets forth the maximum
initial sales loads, contingent deferred sales charges, Rule 12b-1 distribution
fees, shareholder servicing fees, conversion features, exchange privileges and
other shareholder services, if any, applicable to a particular class of shares
of the portfolios. The Plan also identifies expenses that may be allocated to a
particular class of shares to the extent that they are actually incurred in a
different amount by the class or relate to a different kind or degree of
services provided to the class.
Reserves is an open-end series investment company registered under the
1940 Act, the shares of which are registered on Form N-1A under the Securities
Act of 1933 (Registration Nos. 33-33144 and 811-6030). Reserves elects to offer
multiple classes of shares in its investment portfolios pursuant to the
provisions of Rule 18f-3 and this Plan.
Reserves currently consists of the following sixteen separate
investment portfolios: Nations Cash Reserves, Nations Treasury Reserves, Nations
Government Reserves, Nations Municipal Reserves, Nations Money Market Reserves,
Nations California Tax-Exempt Reserves (the "Money Market Funds"), Nations Asset
Allocation Fund, Nations Convertible Securities Fund, Nations California
Municipal Bond Fund, Nations Intermediate Bond Fund, Nations Blue Chip Fund,
Nations Marsico Focused Equities Fund, Nations Marsico Growth & Income Fund,
Nations International Equity Fund, Nations International Value Fund and Nations
Emerging Markets Fund (the "Non-Money Market Funds").
The above-listed investment portfolios of Reserves (the "Funds") are
authorized to issue the following classes of shares representing interests in
the Funds:
(i) Nations Treasury Reserves, Nations Government Reserves,
Nations Municipal Reserves, Nations Money Market Reserves,
Nations California Tax-Exempt Reserves -- Capital Class
Shares, Liquidity Class Shares, Adviser Class Shares,
Market Class Shares, Trust Class Shares, Investor Class
Shares, Daily Class Shares, Service Class Shares, Investor
B Shares, Investor C Shares and Institutional Shares.
(ii) Nations Cash Reserves -- Capital Class Shares, Liquidity
Class Shares, Adviser Class Shares, Market Class Shares,
Trust Class Shares, Investor Class
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Shares, Daily Class Shares, Service Class Shares, Investor
B Shares, Investor C Shares, Institutional Shares and
Marsico Shares.
(iii) Nations Asset Allocation Fund, Nations Blue Chip Fund,
Nations Marsico Focused Equities Fund, Nations Marsico
Growth & Income Fund, Nations International Equity Fund,
Nations International Value Fund and Nations Emerging
Markets Fund -- Primary A Shares, Primary B Shares,
Investor A Shares, Investor B Shares and Investor C
Shares.
(iv) Nations Intermediate Bond Fund, Nations Convertible
Securities Fund and Nations California Municipal Bond Fund
-- Primary A Shares, Investor A Shares, Investor B Shares
and Investor C Shares.
II. Allocation of Expenses.
A. Pursuant to Rule 18f-3 under the 1940 Act, Reserves shall allocate
to each class of shares in a Fund (i) any fees and expenses incurred by Reserves
in connection with the distribution of such class of shares under a distribution
plan adopted for such class of shares pursuant to Rule 12b-1, and (ii) any fees
and expenses incurred by Reserves under a shareholder servicing plan in
connection with the provision of shareholder services to the holders of such
class of shares.
B. In addition, pursuant to Rule 18f-3, Reserves may allocate the
following fees and expenses, if any, to a particular class of shares in a single
Fund:
(i) transfer agent fees identified by the transfer agent as
being attributable to such class of shares;
(ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports,
prospectuses, reports, and proxies to current shareholders
of such class of shares or to regulatory agencies with
respect to such class of shares;
(iii) blue sky registration or qualification fees incurred by
such class of shares;
(iv) Securities and Exchange Commission registration fees
incurred by such class of shares;
(v) the expense of administrative personnel and services
(including, but not limited to, those of a portfolio
accountant, custodian or dividend paying agent charged
with calculating net asset values or determining or paying
dividends) as required to support the shareholders of such
class of shares;
(vi) litigation or other legal expenses relating solely to such
class of shares;
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(vii) fees of the Trustees of Reserves incurred as result of
issues relating to such class of shares;
(viii) independent accountants' fees relating solely to such
class of shares; and
(ix) any other fees and expenses, not including advisory or
custodial fees or other expenses related to the management
of the Fund's assets, relating to (as defined below) such
class of shares.
C. For all purposes under this Plan, fees and expenses "relating to" a
class of shares are those fees and expenses that are actually incurred in a
different amount by the class or that relate to a different kind or degree of
services provided to the class. The proper officers of Reserves shall have the
authority to determine whether any or all of the fees and expenses described in
Section B of this Part II should be allocated to a particular class of shares.
The Board of Trustees will monitor such allocation to ensure that they comply
with the requirements of the Plan.
D. Income, realized and unrealized capital gains and losses, and any
expenses of a Fund not allocated to a particular class of any such Fund pursuant
to this Plan shall be allocated to each class of the Fund on the basis of the
relative net assets (settled shares), as defined in Rule 18f-3, of that class in
relation to the net assets of the Fund.
E. In certain cases, Banc of America Advisors, Inc., Banc of America
Capital Management, Inc., Chicago Equity Partners LLC, Gartmore Global Partners,
Bank of America, N.A., Stephens Inc., PFPC Inc., or another service provider for
a Fund may waive or reimburse all or a portion of the expenses of a specific
class of shares of the Fund. The Board of Trustees will monitor any such waivers
or reimbursements to ensure that they do not provide a means for
cross-subsidization between classes.
III. Class Arrangements.
The following summarizes the maximum front-end sales charges,
contingent deferred sales charges, Rule 12b-1 distribution fees, shareholder
servicing fees, conversion features, exchange privileges and other shareholder
services, if any, applicable to each class of shares of Reserves. Additional
details regarding such fees and services are set forth in the relevant Fund's
(or Funds') current Prospectus(es) and Statement of Additional Information.
A. Capital Class Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing Fees: None
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5. Conversion Features/Exchange Privileges: Capital Class
Shares of a Money Market Fund shall have such conversion
features and exchange privileges, if any, as are
determined by or ratified by the Board of Trustees of
Reserves and described in the then-current prospectus for
such shares of such Money Market Fund.
6. Other Shareholder Services: None
B. Liquidity Class Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a
Distribution Plan adopted under Rule 12b-1, Liquidity
Class Shares of each Money Market Fund may reimburse
Stephens for certain expenses incurred by Stephens in
connection with the distribution of Liquidity Class
Shares. Such reimbursement payments may not exceed 0.30%,
on an annual basis, of the average daily net assets of
such shares. In addition, the Distribution Plan permits
the Liquidity Class Shares of Nations Cash Reserves,
Nations Government Reserves, Nations Municipal Reserves,
Nations California Tax-Exempt Reserves and Nations Money
Market Reserves to pay Stephens up to 0.30% and Nations
Treasury Reserves to pay Stephens up to 0.35%, on an
annual basis, of the average daily net assets of such
shares which Stephens can use to compensate financial
institutions that provide administrative and/or
distribution services to the holders of Liquidity Class
Shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a
Shareholder Servicing Plan, Liquidity Class Shares of each
Money Market Fund may pay shareholder servicing fees of up
to 0.25% of the average daily net assets of such shares.
5. Conversion Features/Exchange Privileges: Liquidity Class
Shares of a Money Market Fund shall have such conversion
features and exchange privileges, if any, as are
determined by or ratified by the Board of Trustees of
Reserves and described in the then-current prospectus for
such shares of such Money Market Fund.
6. Other Shareholder Services: None
C. Adviser Class Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
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2. Contingent Deferred Sales Charge: None
3. Maximum Shareholder Servicing/Rule 12b-1 Distribution Fees: Pursuant
to a Shareholder Servicing Plan, Adviser Class Shares of each Money
Market Fund may pay shareholder servicing fees of up to 0.25%, on an
annual basis, of the average daily net assets of such shares. The
Adviser Class Shareholder Servicing Plan provides that, to the
extent any portion of the fees payable under the Plan is deemed to
be primarily for distribution-related services, such fees are deemed
approved pursuant to the Shareholder Servicing Plan and Rule 12b-1.
4. Conversion Features/Exchange Privileges: Adviser Class Shares of a
Money Market Fund shall have such conversion features and exchange
privileges, if any, as are determined by or ratified by the Board of
Trustees of Reserves and described in the then-current prospectus
for such shares of such Money Market Fund.
5. Other Shareholder Services. None
D. Market Class Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Market Class Shares of each Money
Market Fund may pay distribution fees of up to 0.20% of the average
daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, Market Class Shares of each Money Market Fund may
pay shareholder servicing fees of up to 0.25% of the average daily
net assets of such shares.
5. Conversion Features/Exchange Privileges: Market Class Shares of a
Money Market Fund shall have such conversion features and exchange
privileges, if any, as are determined by or ratified by the Board of
Trustees of Reserves and described in the then-current prospectus
for such shares of such Money Market Fund.
6. Other Shareholder Services: None
E. Trust Class Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
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2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Administration Fees: Pursuant to a Shareholder
Administration Plan, Trust Class Shares of each Money Market Fund
may pay shareholder administration fees of up to 0.10% of the
average daily net assets of such shares.
5. Conversion Features/Exchange Privileges: Trust Class Shares of a
Fund shall have such conversion features and exchange privileges, if
any, as are determined by or ratified by the Board of Trustees of
Reserves and described in the then-current prospectus for such
shares of such Money Market Fund.
6. Other Shareholder Services: None
F. Institutional Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Administration Fees: Pursuant to a Shareholder
Administration Plan, Institutional Shares of each Money Market
Fund may pay shareholder administration fees of up to 0.04% of the
average daily net assets of such shares.
5. Conversion Features/Exchange Privileges: Institutional Shares of a
Money Market Fund shall have such conversion features and exchange
privileges, if any, as are determined by or ratified by the Board of
Trustees of Reserves and described in the then-current prospectus
for such shares of such Money Market Fund.
6. Other Shareholder Services: None
G. Investor Class Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Investor Class Shares of each Money
Market
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Fund may pay distribution fees of up to 0.10% of the average daily
net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, Investor Class Shares of each Money Market Fund may
pay shareholder servicing fees of up to 0.25% of the average daily
net assets of such shares.
5. Conversion Features/Exchange Privileges: Investor Class Shares of a
Money Market Fund shall have such conversion features and exchange
privileges, if any, as are determined by or ratified by the Board of
Trustees of Reserves and described in the then-current prospectus
for such shares of such Money Market Fund.
6. Other Shareholder Services: Reserves offers a Systematic Investment
Plan and an Automatic Withdrawal Plan to holders of Investor Class
Shares of the Funds. In addition, Reserves offers checkwriting
privileges to holder of Investor Class Shares of the Money Market
Funds.
H. Daily Class Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Daily Class Shares of each Money
Market Fund may pay distribution fees of up to 0.35% of the average
daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, Daily Class Shares of each Money Market Fund may pay
shareholder servicing fees of up to 0.25% of the average daily net
assets of such shares.
5. Conversion Features/Exchange Privileges: Daily Class Shares of a
Money Market Fund shall have such conversion features and exchange
privileges, if any, as are determined by or ratified by the Board of
Trustees of Reserves and described in the then-current prospectus
for such shares of such Money Market Fund.
6. Other Shareholder Services: Reserves offers a Systematic Investment
Plan and an Automatic Withdrawal Plan to holders of Daily Class
Shares of the Funds. In addition, Reserves offers checkwriting
privileges to holder of Daily Class Shares of the Money Market
Funds.
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I. Service Class Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Service Class Shares of each Money
Market Fund may pay distribution fees of up to 0.75% of the average
daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, Service Class Shares of each Money Market Fund may
pay shareholder servicing fees of up to 0.25% of the average daily
net assets of such shares.
5. Conversion Features/Exchange Privileges: Service Class Shares of a
Money Market Fund shall have such conversion features and exchange
privileges, if any, as are determined by or ratified by the Board of
Trustees of Reserves and described in the then-current prospectus
for such shares of such Money Market Fund.
6. Other Shareholder Services: Reserves offers a Systematic Investment
Plan and an Automatic Withdrawal Plan to holders of Service Class
Shares of the Funds. In addition, Reserves offers checkwriting
privileges to holder of Service Class Shares of the Money Market
Funds.
J. Primary A Shares -- Non-Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing Fees: None
5. Conversion Features: None
6. Exchange Privileges:
(a) Primary A Shares of a Fund may be exchanged for
Primary A Shares of any other Nations Fund. In some
cases, the only Money Market Fund option is Trust
Class Shares of Reserves Money Market Funds.
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(b) From time to time, the Board of Trustees of Reserves
may modify, or ratify modifications to, the exchange
privileges of Primary A Shares of a Fund without
amending this Plan, provided that such exchange
privileges, as modified, are described in the
then-current prospectus for such shares of such
Fund.
7. Other Shareholder Services: None
K. Primary B Shares -- Non-Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge: None
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Servicing/Administration Fees: Pursuant to a
Shareholder Administration Plan, Primary B Shares of Nations Asset
Allocation Fund, Nations Blue Chip Fund, Nations Marsico Focused
Equities Fund, Nations Marsico Growth & Income Fund, Nations
International Equity Fund, Nations International Value Fund and
Nations Emerging Markets Fund each may pay shareholder
administration fees of up to 0.60% of the average daily net assets
of such shares, provided that in no event may the portion of such
fee that constitutes a "service fee," as that term is defined in
Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc., exceed 0.25% of the average daily net
asset value of such Primary B Shares of a Fund.
5. Conversion Features: Primary B Shares of a Fund shall have such
conversion features, if any, as are determined by or ratified by the
Board of Trustees of Reserves and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Primary B Shares of a Fund may be exchanged for Primary B
Shares of any other Nations Fund.
(b) From time to time, the Board of Trustees of Reserves may
modify, or ratify modifications to, the exchange
privileges of Primary B Shares of a Fund without amending
this Plan, provided that such exchange privileges, as
modified, are described in the then-current prospectus for
such shares of such Fund.
7. Other Shareholder Services: None
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L. Investor A Shares -- Non-Money Market Funds Only.
1. Maximum Initial Sales Load:
(a) Nations Blue Chip Fund, Nations Convertible Securities
Fund, Nations Emerging Growth Fund, Nations Disciplined
Equity Fund, Nations Asset Allocation Fund, Nations
Balanced Assets Fund, Nations Marsico Focused Equities
Fund, Nations Marsico Growth & Income Fund: maximum of
5.75%.
(b) Nations California Municipal Bond Fund: maximum of 4.75%.
(c) Nations Intermediate Bond Fund: maximum of 3.25%.
2. Contingent Deferred Sales Charge (as a percentage of the lower of
the original purchase price or redemption proceeds):
(a) 1.00% of purchases made before August 1, 1999 in amounts
over $1 million if redeemed within one year of purchase,
declining to 0.50% in the second year after purchase and
eliminated thereafter.
(b) 1.00% of purchases made on or after August 1, 1999 in
amounts over $1 million if redeemed within 18 months of
purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution/Shareholder Servicing Fees: Pursuant
to a Shareholder Servicing and Distribution Plan adopted under Rule
12b-1, Investor A Shares of each Non-Money Market Fund may pay a
combined distribution and shareholder servicing fee of up to 0.25%
of the average daily net assets of such shares.
4. Conversion Features: Investor A Shares of a Fund shall have such
conversion features, if any, as are determined by or ratified by the
Board of Trustees of Reserves and described in the then-current
prospectus for such shares of such Fund.
5. Exchange Privileges:
(a) Investor A Shares of the Non-Money Market Funds may be
exchanged for Investor A Shares of any other Nations Fund,
except Index Funds.
(b) From time to time, the Board of Trustees of Reserves may
modify, or ratify modifications to, the exchange
privileges of Investor A Shares of a Fund without amending
this Plan, provided that such exchange privileges, as
modified, are described in the then-current prospectus for
such shares of such Fund.
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6. Other Shareholder Services. Reserves offers a Systematic
Investment Plan, an Automatic Withdrawal Plan and an
Automatic Exchange Feature to holders of Investor A Shares
of the Money Market Funds.
M. Investor B Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of the lower of
the original purchase price or redemption proceeds): 5.00% if
redeemed within one year of purchase, declining to 1.00% in the
sixth year after purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Administration Fees: Pursuant to a Shareholder
Administration Plan, Investor B Shares of each Money Market Fund may
pay shareholder administrastion fees of up to 0.10% of the average
daily net assets of such shares.
5. Conversion Features: Investor B Shares of a Fund shall have such
conversion features, if any, as are determined by or ratified by the
Board of Trustees of Reserves and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Investor B Shares of a Money Market Fund may be exchanged
for Investor B Shares of any other Nations Fund, except
Nations Funds Money Market Funds.
(b) Investor B Shares of a Money Market Fund may be exchanged
for Investor B Shares of any Reserves Money Market Funds.
(c) From time to time, the Board of Trustees of Reserves may
modify, or ratify modifications to, the exchange
privileges of Investor B Shares of a Fund without amending
this Plan, provided that such exchange privileges, as
modified, are described in the then-current prospectus for
such shares of such Fund.
7. Other Shareholder Services: Reserves offers a Systematic Investment
Plan, an Automatic Withdrawal Plan, an Automatic Exchange Feature
and an Automated Dollar Cost Averaging Feature to holders of
Investor B Shares of the Money Market Funds. In addition, Reserves
offers checkwriting privileges to holder of Investor B Shares of the
Money Market Funds.
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N. Investor B Shares -- Non-Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of the lower of
the original purchase price or redemption proceeds):
(a) Nations Blue Chip Fund, Nations Convertible Securities
Fund, Nations California Municipal Bond Fund, Nations
Marsico Growth and Income Fund, Nations Marsico Focused
Equities Fund, Nations International Equity Fund, Nations
International Value Fund, Nations Emerging Markets Fund
and Nations Asset Allocation Fund: 5.00% if redeemed
within one year of purchase, declining to 1.00% in the
sixth year after purchase and eliminated thereafter.
(b) Nations Intermediate Bond Fund: 3.00% if redeemed within
one year of purchase, declining to 1.00% in the fourth
year after purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Investor B Shares of each Non-Money
Market Fund may pay distribution fees of up to 0.75% of the average
daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, Investor B Shares of each Non-Money Market Fund may
pay shareholder servicing fees of up to 0.25% of the average daily
net assets of such shares.
5. Conversion Features: Investor B Shares of a Fund shall have such
conversion features, if any, as are determined by or ratified by the
Board of Trustees of Reserves and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Investor B Shares of a Non-Money Market Fund may be
exchanged for Investor B Shares of any other Nations Fund,
except Nations Funds Money Market Funds.
(b) Investor B Shares of a Non-Money Market Fund may be
exchanged for Investor B Shares of any Reserves Money
Market Fund.
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(c) From time to time, the Board of Trustees of Reserves may
modify, or ratify modifications to, the exchange
privileges of Investor B Shares of a Fund without amending
this Plan, provided that such exchange privileges, as
modified, are described in the then-current prospectus for
such shares of such Fund.
7. Other Shareholder Services: Reserves offers a Systematic Investment
Plan, an Automatic Withdrawal Plan and an Automatic Exchange Feature
to holders of Investor B Shares of the Non-Money Market Funds.
O. Investor C Shares -- Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of the lower of
the original purchase price or redemption proceeds): 1.00% if
redeemed within one year of purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution Fees: None
4. Maximum Shareholder Administration Fees: Pursuant to a Shareholder
Administration Plan, Investor C Shares of each Money Market Fund may
pay shareholder administration fees of up to 0.10% of the average
daily net assets of such shares.
5. Conversion Features: Investor C Shares of a Fund shall have such
conversion features, if any, as are determined by or ratified by the
Board of Trustees of Reserves and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Investor C Shares of a Money Market Fund may be exchanged
for Investor C Shares of any other Nations Fund, except
Nations Funds Money Market Funds.
(b) Investor C Shares of a Money Market Fund may be exchanged
for Investor C Shares of any Reserves Money Market Funds.
(c) From time to time, the Board of Trustees of Reserves may
modify, or ratify modifications to, the exchange
privileges of Investor C Shares of a Fund without amending
this Plan, provided that such exchange privileges, as
modified, are described in the then-current prospectus for
such shares of such Fund.
7. Other Shareholder Services. Reserves offers a Systematic Investment
Plan, an Automatic Withdrawal Plan, an Automatic Exchange Feature
and
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an Automated Dollar cost Averaging Feature to holders of
Investor C Shares of the Money Market Funds. In addition, Reserves
offers checkwriting privileges to holder of Investor C Shares of the
Money Market Funds.
P. Investor C Shares -- Non-Money Market Funds Only.
1. Maximum Initial Sales Load: None
2. Contingent Deferred Sales Charge (as a percentage of the lower of
the original purchase price or redemption proceeds): 1.00% if
redeemed within one year of purchase and eliminated thereafter.
3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution
Plan adopted under Rule 12b-1, Investor C Shares of each Non-Money
Market Fund may pay distribution fees of up to 0.75% of the average
daily net assets of such shares.
4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder
Servicing Plan, Investor C Shares of each Non-Money Market Fund may
pay shareholder servicing fees of up to 0.25% of the average daily
net assets of such shares.
5. Conversion Features: Investor C Shares of a Fund shall have such
conversion features, if any, as are determined by or ratified by the
Board of Trustees of Reserves and described in the then-current
prospectus for such shares of such Fund.
6. Exchange Privileges:
(a) Investor C Shares of a Non-Money Market Fund may be
exchanged for Investor C Shares of any other Nations Fund,
except Nations Funds Money Market Funds.
(b) Investor C Shares of a Non-Money Market Fund may be
exchanged for Investor C Shares of any Reserves Money
Market Funds.
(c) Investor C Shares of a Non-Money Market Fund that were
originally obtained in an exchange of Investor A Shares of
a Managed Index Fund for Investor C Shares of a Non-Money
Market Fund may be exchanged for Investor A Shares of any
Index Fund.
(d) From time to time, the Board of Trustees of Reserves may
modify, or ratify modifications to, the exchange
privileges of Investor C
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Shares of a Fund without amending this Plan, provided that
such exchange privileges, as modified, are described in
the then-current prospectus for such shares of such Fund.
7. Other Shareholder Services. Reserves offers a Systematic Investment
Plan, an Automatic Withdrawal Plan and an Automatic Exchange Feature
to holders of Investor C Shares of the Non-Money Market Funds.
IV. Board Review.
The Board of Trustees of Reserves shall review this Plan as frequently
as it deems necessary. Prior to any material amendment(s) to this Plan, the
Board of Trustees of Reserves, including a majority of the Trustees who are not
interested persons of Reserves, shall find that the Plan, as proposed to be
amended (including any proposed amendments to the method of allocating class
and/or fund expenses), is in the best interests of each class of shares of the
Fund individually, and the Fund as a whole. In considering whether to approve
any proposed amendment(s) to the Plan, the Trustees of Reserves shall request
and evaluate such information as they consider reasonably necessary to evaluate
the proposed amendment(s) to the Plan.
Adopted: April 12, 1995
Amended: August 23, 2000
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