NATIONS INSTITUTIONAL RESERVES, 485BPOS, 2001-01-11

NATIONS INSTITUTIONAL RESERVES
485BPOS, 2001-01-11

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As filed with the Securities and Exchange Commission
on January 11, 2001
Registration No. 33-33144; 811-6030
-----------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

FORM N-1A*

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|

Post-Effective Amendment No. 33 |X|

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|

Amendment No. 34 |X|

(Check appropriate box or boxes)
------------------------
THE CAPITOL MUTUAL FUNDS
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 321-7854
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:

Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis
Morrison & Foerster LLP & Frankel
2000 Pennsylvania Ave., N.W., Suite 5500 919 Third Avenue
Washington, D.C. 20006 New York, New York 10022

It is proposed that this filing will become effective (check appropriate box):

|X| Immediately upon filing pursuant to Rule 485(b); or

|_| on (date) pursuant to Rule 485(b), or

|_| 60 days after filing pursuant to Rule 485(a), or

|_| on (date) pursuant to Rule 485(a)(1)

|_| 75 days after filing pursuant to paragraph (a)(2)

|_| on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
*This post-effective amendment is being executed by the Trustees and principal
officers of Nations Master Investment Trust.

<PAGE>

EXPLANATORY NOTE

The Registrant is filing this Post-Effective Amendment No. 33 to the
Trust's Registration Statement for the purpose of filing certain corporate
documents and agreements. The prospectuses and Statement of Additional
Information are hereby incorporated by reference to Post-Effective Amendment No.
31.

<PAGE>

NATIONS RESERVES
CROSS REFERENCE SHEET

Part A
Item No. Prospectus
-------- ------------
<S> <C>

1. Front and Back Cover Pages ................................ Front and Back Cover Pages

2. Risk/Return Summary: Investments, Risks
and Performance............................................. About this Prospectus

3. Risk/Return Summary: Fee Tables.......................... About the Funds; Financial Highlights

4. Investment Objectives, Principal
Investment Strategies, and Related Risks.................... About the Funds; Other Important
Information

5. Management's Discussion of Fund
Performance................................................. About the Funds

6. Management, Organization, and
Capital Structure........................................... What's Inside; About the Funds;
How the Funds Are Managed;
About your Investment

7. Shareholder Information..................................... About the Funds; About your
Investment

8. Distribution Arrangements................................... Information for Investors

9. Financial Highlights Information............................ Financial Highlights; About the Funds

Part B
Item No.
--------
10. Cover Page and Table of Contents............................ Cover Page and Table of Contents

11. Fund History................................................ Introduction

12. Description of the Fund and Its
Investments and Risks....................................... About the Funds

13. Management of the Funds..................................... Trustees And Officers; Investment
Advisory, Administration, Custody Transfer
Agency, Shareholder Servicing and
Distribution Agreements
<PAGE>

14. Control Persons and Principal
Holders of Securities....................................... Not Applicable

15. Investment Advisory and Other Services...................... Investment Advisory,
Administration, Custody, Transfer Agency,
Shareholder Servicing And Distribution
Agreements

16. Brokerage Allocation and Other Practices.................... Portfolio Transactions and
Brokerage--General Brokerage Policy

17. Capital Stock and Other
Securities.................................................. Description Of Shares;
Investment Advisory, Administration,
Custody, Transfer Custody, Transfer
Agency, Shareholder Servicing And
Distribution Agreements

18. Purchase, Redemption and Pricing
of Shares................................................... Net Asset Value -- Purchases
And Redemptions; Distributor

19. Taxation of the Fund........................................ Additional Information Concerning
Taxes

20. Underwriters................................................ Investment Advisory,
Administration Custody, Transfer Agency
Shareholder Servicing And Distribution
Agreements; Distributor

21. Calculation of Performance Data............................. Additional Information on
Performance

22. Financial Statements........................................ Independent Accountant and
Reports

Part C
Item No. Other Information
------- -----------------
Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this
Document

</TABLE>

<PAGE>

NATIONS RESERVES

ONE BANK OF AMERICA PLAZA
33rd Floor
Charlotte, NC 28255
1-800-626-2275

FORM N-1A

PART C

OTHER INFORMATION

ITEM 23. Exhibits

All references to the "Registration Statement" in the following
list of Exhibits refer to the Registrant's Registration Statement on Form N-1A
(File Nos. 33-33144; 811-6030)

(a) Articles of Incorporation:

(a)(1) Declaration of Trust dated January 22, 1990, incorporated
by reference to Post-Effective Amendment No. 30, filed
March 7, 2000.

(a)(2) Classification of Shares dated February 4, 1998,
incorporated by reference to Post-Effective Amendment No.
30, filed March 7, 2000.

(a)(3) Classification of Shares dated December 2, 1998,
incorporated by reference to Post-Effective Amendment No.
30, filed March 7, 2000.

(a)(4) Classification of Shares dated March 31, 1999,
incorporated by reference to Post-Effective Amendment No.
30, filed March 7, 2000.

(a)(5) Classification of Shares dated May 26, 1999, incorporated
by reference to Post-Effective Amendment No. 30, filed
March 7, 2000.

(a)(6) Classification of Shares dated March 15, 2000, filed herewith.

(a)(7) Classification of Shares dated August 23, 2000, filed herewith.
---------------------- -------------------------------------------------------------------------------------
(b) Bylaws:

(b)(1) Amended and Restated Bylaws dated January 22, 1990, last
amended May 26, 1999, incorporated by reference to
Post-Effective Amendment No. 30, filed March 7, 2000.
---------------------- -------------------------------------------------------------------------------------
</TABLE>
C-1
<PAGE>

Not Applicable
---------------------- -------------------------------------------------------------------------------------
(d) Investment Advisory Contracts:

(d)(1) Investment Advisory Agreement between Banc of America
Advisors, Inc. (formerly NationsBanc Advisors, Inc.)
("BAAI") and Nations Reserves (formerly known as Nations
Institutional Reserves) ("Registrant") dated January 1,
1996, Schedule I dated March 15, 2000, incorporated by
reference to Post-Effective Amendment No. 32, filed
September 1, 2000.

(d)(2) Sub-Advisory Agreement among BAAI, Banc of America
Capital Management, Inc. (formerly TradeStreet Investment
Associates, Inc.) ("BACAP") and the Registrant dated
January 1, 1996, Schedule I dated March 15, 2000,
incorporated by reference to Post-Effective Amendment No.
32, filed September 1, 2000.

(d)(3) Sub-Advisory Agreement among BAAI, Chicago Equity
Partners LLC ("Chicago Equity") and the Registrant dated
September 15, 2000, filed herewith.

(d)(4) Sub-Advisory Agreement among BAAI, Gartmore Global
Partners ("Gartmore") and the Registrant dated August 1,
2000, incorporated by reference to Post-Effective
Amendment No. 32, filed September 1, 2000.
---------------------- -------------------------------------------------------------------------------------
(e) Underwriting Contract:

(e)(1) Distribution Agreement between the Registrant and
Stephens Inc. ("Stephens") dated May 1, 1994, Schedule I
amended March 15, 2000, incorporated by reference to
Post-Effective Amendment No. 32, filed September 1, 2000.
---------------------- -------------------------------------------------------------------------------------
(f) Bonus or Profit Sharing Contracts:

(f)(1) Deferred Compensation Plan dated January 26, 1995,
incorporated by reference to Post-Effective Amendment No.
30, filed March 7, 2000.
---------------------- -------------------------------------------------------------------------------------
</TABLE>
C-2
<PAGE>

(g)(1) Custody Agreement between the Registrant and The Bank of
New York ("BNY") dated October 19, 1998, Schedule I dated
March 15, 2000, incorporated by reference to
Post-Effective Amendment No. 32, filed September 1, 2000.

(g)(2) Amendment to the Custody Agreement dated September 1,
1999, incorporated by reference to Post-Effective
Amendment No. 30, filed March 7, 2000.

(g)(3) Amendment to the Custody Agreement dated February 14,
2000, incorporated by reference to Post-Effective
Amendment No. 30, filed March 7, 2000.
---------------------- -------------------------------------------------------------------------------------
(h) Other Material Contracts:

(h)(1) Co-Administration Agreement among the Registrant,
Stephens and BAAI dated December 1, 1998, Schedule I
dated March 15, 2000, Schedule A dated November 18, 1999,
incorporated by reference to Post-Effective Amendment No.
32, filed September 1, 2000.

(h)(2) Sub-Administration Agreement among the Registrant, BNY
and BAAI dated December 1, 1998, Schedule I dated March
15, 2000, incorporated by reference to Post-Effective
Amendment No. 32, filed September 1, 2000.

(h)(3) Shareholder Servicing Plan relating to Adviser Shares,
Exhibit I amended February 24, 1999, incorporated by
reference to Post-Effective Amendment No. 30, filed March
7, 2000.

(h)(4) Shareholder Servicing Plan relating to Investor B Shares,
Exhibit I amended March 15, 2000, incorporated by
reference to Post-Effective Amendment No. 32, filed
September 1, 2000.

(h)(5) Shareholder Servicing Plan relating to Investor C Shares,
Exhibit I amended March 15, 2000, incorporated by
reference to Post-Effective Amendment No. 32, filed
September 1, 2000.

(h)(6) Shareholder Servicing Plan relating to Daily Shares,
Exhibit I amended February 24, 1999, incorporated by
reference to Post-Effective Amendment No. 30, filed March
7, 2000.
---------------------- -------------------------------------------------------------------------------------
</TABLE>
C-3
<PAGE>

(h)(8) Shareholder Servicing Plan relating to Liquidity Shares,
Exhibit I amended February 24, 1999, incorporated by
reference to Post-Effective Amendment No. 30, filed March
7, 2000.

(h)(9) Shareholder Servicing Plan relating to Market Shares,
Exhibit I amended February 24, 1999, incorporated by
reference to Post-Effective Amendment No. 30, filed March
7, 2000.

(h)(10) Shareholder Servicing Plan relating to Service Shares,
Exhibit I amended February 24, 1999, incorporated by
reference to Post-Effective Amendment No. 30, filed March
7, 2000.

(h)(11) Shareholder Administration Plan relating to Trust Shares,
Exhibit I amended February 24, 1999, incorporated by
reference to Post-Effective Amendment No. 30, filed March
7, 2000.

(h)(12) Shareholder Administration Plan relating to Investor B
and Investor C Shares, Exhibit I dated May 26, 1999,
incorporated by reference to Post-Effective Amendment No.
30, filed March 7, 2000.

(h)(13) Shareholder Administration Plan relating to Institutional
Shares, Exhibit I dated August 23, 2000, incorporated by
reference to Post-Effective Amendment No. 32, filed
September 1, 2000.

(h)(14) Transfer Agency and Services Agreement between PFPC Inc.
(formerly First Data Investor Services Group) ("PFPC")
and the Nations Funds family dated June 1, 1995, Schedule
G dated September 8, 2000, filed herewith.

(h)(15) Amendment to Transfer Agency and Services Agreement dated
January 1, 1999, incorporated by reference to
Post-Effective Amendment No. 30, filed March 7, 2000.

(h)(16) Sub-Transfer Agency and Services Agreement between PFPC
and Bank of America, N.A. ("Bank of America") dated
September 11, 1995, Schedule A dated September 8, 2000,
filed herewith.

(h)(17) Amendment No. 1 to the Sub-Transfer Agency and Services
Agreement dated January 3, 2000, filed herewith.
---------------------- -------------------------------------------------------------------------------------
</TABLE>
C-4
<PAGE>

---------------------- ------------------------------------------------------------------------------------
Exhibit Letter Description
---------------------- ------------------------------------------------------------------------------------
<S> <C>
(h)(18) Amendment No. 2 to the Sub-Transfer Agency and Services
Agreement dated December 1, 2000, filed herewith.
(h)(19) Cross Indemnification Agreement among Nations Fund Trust,
Nations Fund, Inc., Nations Master Investment Trust,
Nations Funds Trust and the Registrant dated February 14,
2000, incorporated by reference to Post-Effective
Amendment No. 30, filed March 7, 2000.
---------------------- -------------------------------------------------------------------------------------
(i) Legal Opinion

Not Applicable.
---------------------- -------------------------------------------------------------------------------------
(j) Other Opinions

Not Applicable
---------------------- -------------------------------------------------------------------------------------
(k) Omitted Financial Statements

Not Applicable
---------------------- -------------------------------------------------------------------------------------
(l) Initial Capital Agreements:

Not Applicable
---------------------- -------------------------------------------------------------------------------------
(m) Rule 12b-1 Plans:

(m)(1) Shareholder Administration Plan relating to Primary B
Shares, Exhibit I amended August 19, 1999, incorporated
by reference to Post-Effective Amendment No. 30, filed
March 7, 2000.

(m)(2) Shareholder Servicing and Distribution Plan relating to
Investor A Shares, Exhibit A amended March 15, 2000,
incorporated by reference to Post-Effective Amendment No.
32, filed September 1, 2000.

(m)(3) Distribution Plan relating to Investor B Shares, Exhibit
A amended March 15, 2000, incorporated by reference to
Post-Effective Amendment No. 32, filed September 1, 2000.

(m)(4) Distribution Plan relating to Investor C Shares, Exhibit
A amended March 15, 2000, incorporated by reference to
Post-Effective Amendment No. 32, filed September 1, 2000.

(m)(5) Distribution Plan relating to Daily Shares, Exhibit A
amended February 24, 1999, incorporated by reference to
Post-Effective Amendment No. 30, filed March 7, 2000.
---------------------- -------------------------------------------------------------------------------------
</TABLE>
C-5
<PAGE>

(m)(7) Distribution Plan relating to Liquidity Shares, Exhibit A
amended February 24, 1999, incorporated by reference to
Post-Effective Amendment No. 30, filed March 7, 2000.

(m)(8) Distribution Plan relating to Market Shares, Exhibit A
amended February 24, 1999, incorporated by reference to
Post-Effective Amendment No. 30, filed March 7, 2000.

(m)(9) Distribution Plan relating to Service Shares, Exhibit A
amended February 24, 1999, incorporated by reference to
Post-Effective Amendment No. 30, filed March 7, 2000.

---------------------- -------------------------------------------------------------------------------------
(n) Financial Data Schedule:

Not Applicable
---------------------- -------------------------------------------------------------------------------------
(o) Rule 18f-3 Plan:

(o)(1) Rule 18f-3 Multi-Class Plan amended August 23, 2000,
incorporated by reference to Post-Effective Amendment No.
32, filed September 1, 2000.
---------------------- -------------------------------------------------------------------------------------
(p) Codes of Ethics

(p)(1) Nations Funds Family Code of Ethics, filed herewith.

(p)(2) BAAI Code of Ethics, filed herewith.

(p)(3) BACAP Code of Ethics, filed herewith.

(p)(4) Chicago Equity Code of Ethics, filed herewith.

(p)(5) Gartmore Code of Ethics, filed herewith.

(p)(6) Stephens Code of Ethics, filed herewith.

---------------------- -------------------------------------------------------------------------------------

(q) Powers of Attorney for Edmund L. Benson, Charles B.
Walker, A. Max Walker, Thomas S. Word, Jr., William H.
Grigg, James Ermer, Thomas F. Keller, Carl E. Mundy, Jr.,
James B. Sommers and Cornelius J. Pings, incorporated by
reference to Post-Effective Amendment No. 30, filed March
7, 2000.
----------------------- ------------------------------------------------------------------------------------
</TABLE>
C-6
<PAGE>

ITEM 24. Persons Controlled by of Under Common Control with the Fund

No person is controlled by or under common control with the
Registrant.

ITEM 25. Indemnification

Article VIII of the Agreement of Declaration of Trust provides for the
indemnification of the Registrant's trustees, officers, employees and other
agents. Indemnification of the Registrant's administrators, distributor,
custodian and transfer agents is provided for, respectively, in the
Registrant's:

1. Co-Administration Agreement with Stephens and BAAI;

2. Sub-Administration Agreement with BNY and BAAI;

3. Distribution Agreement with Stephens;

4. Custody Agreement with BNY;

5. Transfer Agency and Services Agreement with PFPC; and

6. Sub-Transfer Agency and Services Agreement with PFPC and Bank
of America.

The Registrant has entered into a Cross Indemnification Agreement with
Nations Fund Trust (the "Trust"), Nations Fund, Inc. (the "Company"), Nations
Master Investment Trust ("Master Trust") and Nations Funds Trust ("Funds Trust")
dated February 14, 2000. The Trust, the Company, Master Trust and/or Funds Trust
will indemnify and hold harmless the Registrant against any losses, claims,
damages or liabilities, to which the Registrant may become subject, under the
Securities Act of 1933, as amended (the "1933 Act") and the Investment Company
Act of 1940, as amended (the "1940 Act") or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any prospectuses, any preliminary prospectuses, the
registration statements, any other prospectuses relating to the securities, or
any amendments or supplements to the foregoing (hereinafter referred to
collectively as the "Offering Documents"), or arise out of or are based upon the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering Documents in
reliance upon and in conformity with written information furnished to the
Registrant by the Trust, the Company, Master Trust, and/or Funds Trust expressly
for use therein; and will reimburse the Registrant for any legal or other
expenses reasonably incurred by the Registrant in connection with investigating
or defending any such action or claim; provided, however, that the Trust, the
Company, Master Trust and/or Funds Trust shall not be liable in any such case to
the extent that any such loss, claim, damage, or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Offering Documents in reliance upon and in

C-7
<PAGE>

conformity with written information furnished to the Trust, the Company, Master
Trust and/or Funds Trust by the Registrant expressly for use in the Offering
Documents.

Promptly after receipt by an indemnified party above of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the
omission to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.

The Registrant has obtained from a major insurance carrier a trustees'
and officers' liability policy covering certain types of errors and omissions.
In no event will the Registrant indemnify any of its trustees, officers,
employees, or agents against any liability to which such person would otherwise
be subject by reason of his/her willful misfeasance, bad faith, gross negligence
in the performance of his/her duties, or by reason of his/her reckless disregard
of the duties involved in the conduct of his/her office or arising under his
agreement with the Registrant. The Registrant will comply with Rule 484 under
the 1933 Act and Release No. 11330 under the 1940 Act, in connection with any
indemnification.

Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to trustees, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant is aware that
in the opinion of the Securities and Exchange Commission ("SEC") such
indemnification is against public policy as expressed in the 1933 Act and,
therefore, is unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by trustees, officers or controlling persons of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issues.

ITEM 26. Business and Other Connections of the Investment Adviser

To the knowledge of the Registrant, none of the directors or officers
of BAAI, the adviser to the Registrant's portfolios, or BACAP, Chicago Equity or
Gartmore, the

C-8
<PAGE>

investment sub-advisers, except those set forth below, are or have
been, at any time during the past two calendar years, engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain directors and officers also hold various positions with, and engage
in business for, the company that owns all the outstanding stock (other than
directors' qualifying shares) of BAAI, BACAP, Chicago Equity or Gartmore,
respectively, or other subsidiaries of Bank of America Corporation.

(a) BAAI performs investment advisory services for the Registrant and
certain other customers. BAAI is a wholly-owned subsidiary of Bank of America,
which in turn is a wholly-owned banking subsidiary of Bank of America
Corporation. Information with respect to each director and officer of the
investment adviser is incorporated by reference to Form ADV filed by BAAI with
the SEC pursuant to the Investment Advisers Act of 1940, as amended (the
"Advisers Act") (file no. 801-49874).

(b) BACAP performs investment sub-advisory services for the Registrant
and certain other customers. BACAP is a wholly-owned subsidiary of Bank of
America Corporation. Information with respect to each director and officer of
the investment sub-adviser is incorporated by reference to Form ADV filed by
BACAP (formerly TradeStreet Investment Associates, Inc.) with the SEC pursuant
to the Advisers Act (file no. 801-50372).

(d) Chicago Equity performs investment sub-advisory services for the
Registrant and certain other customers. Chicago Equity is owned by its senior
management. Information with respect to each director and officer of the
investment sub-adviser is incorporated by reference to Form ADV filed by Chicago
Equity with the SEC pursuant to the Advisers Act (file no. 801-55997).

(e) Gartmore performs investment sub-advisory services for the
Registrant and certain other customers. Gartmore is a general partnership which
is an indirect wholly-owned subsidiary of Nationwide Mutual Insurance Company.
Information with respect to each director and officer of the investment
sub-adviser is incorporated by reference to Form ADV filed by Gartmore with the
SEC pursuant to the Advisers Act (file no. 801-48811).

ITEM 27. Principal Underwriters

(a) Stephens, distributor for the Registrant, does not presently act as
investment adviser for any other registered investment companies, but does act
as distributor for Nations Fund Trust, Nations Fund, Inc., Nations LifeGoal
Funds, Inc., Nations Annuity Trust, Nations Funds Trust, Wells Fargo Trust,
Wells Fargo Variable Trust, and is the exclusive placement agent for Master
Investment Trust, Managed Series Investment Trust, Wells Fargo Core Trust,
Nations Master Investment Trust and Master Investment Portfolio, all of which
are registered open-end management investment companies, and has acted as
principal underwriter for the Liberty Term Trust, Inc., Nations Government
Income Term Trust 2003, Inc., Nations Government Income Term Trust 2004, Inc.
and the Managed Balanced Target Maturity Fund, Inc., closed-end management
investment companies.

C-9
<PAGE>

(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV filed by Stephens
with the SEC pursuant to the 1940 Act (file No. 501-15510).

ITEM 28. Location of Accounts and Records

(1) BAAI, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment adviser and
co-administrator).

(2) BACAP, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment sub-adviser).

(3) Chicago Equity, 180 North LaSalle, Chicago, IL 60601 (records
relating to its function as investment sub-adviser).

(4) Gartmore, Gartmore House, 8 Fenchurch Place, London EC3M 4PH,
England (records relating to its function as investment
sub-adviser).

(5) Stephens, 111 Center Street, Little Rock, AR 72201 (records
relating to its function as distributor and co-administrator).

(6) PFPC, 400 Bellevue Parkway, Wilmington, DE 19809 (records
relating to its function as transfer agent).

(7) BNY, 100 Church Street, New York, NY 10286 (records relating
to its function as custodian and sub-administrator).

(8) Bank of America, One Bank of America Plaza, Charlotte, NC
28255 (records relating to its function as sub-transfer
agent).

ITEM 29. Management Services

Not Applicable

ITEM 30. Undertakings

Not Applicable

C-10
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Little
Rock, State of Arkansas on the 11th day of January, 2001.

NATIONS RESERVES

By: *
-----------------------------
A. Max Walker
President and Chairman of the Board of Trustees

By: /s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>

SIGNATURES TITLE DATE
---------- ----- ----
<S> <C>

* President and Chairman January 11, 2001
----------------------------------- of the Board of Trustees
(A. Max Walker) Principal Executive Officer)

/s/ Richard H. Blank, Jr. Treasurer January 11, 2001
------------------------- and Secretary
(Richard H. Blank, Jr.) (Principal Financial and Accounting Officer)

* Trustee January 11, 2001
-----------------------------------
(Edmund L. Benson, III)

* Trustee January 11, 2001
-----------------------------------
(James Ermer)

* Trustee January 11, 2001
-----------------------------------
(William H. Grigg)

* Trustee January 11, 2001
-----------------------------------
(Thomas F. Keller)

* Trustee January 11, 2001
-----------------------------------
(Carl E. Mundy, Jr.)

* Trustee January 11, 2001
-----------------------------------
(Cornelius J. Pings)

* Trustee January 11, 2001
-----------------------------------
(Charles B. Walker)

* Trustee January 11, 2001
-----------------------------------
(Thomas S. Word)

* Trustee January 11, 2001
-----------------------------------
(James P. Sommers)

/s/ Richard H. Blank, Jr.
--------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
</TABLE>

<PAGE>

NATIONS RESERVES
EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number Description
------- ------------
<S> <C>
EX-99.23(a)(6) Classification of Shares dated March 15, 2000
EX-99.23(a)(7) Classification of Shares dated August 23, 2000
EX-99.23(d)(3) Sub-Advisory Agreement with BAAI and Chicago Equity Partners LLC
EX-99.23(h)(14) Transfer Agency and Services Agreement
EX-99.23(h)(16) Sub-Transfer Agency and Services Agreement
EX-99.23(h)(17) Amendment No. 1 to the Sub-Transfer Agency and Services Agreement
EX-99.23(h)(18) Amendment No. 2 to the Sub-Transfer Agency and Services Agreement
EX-99.23(p)(1) Nations Funds Family Code of Ethics
EX-99.23(p)(2) BAAI Code of Ethics
EX-99.23(p)(3) BACAP Code of Ethics
EX-99.23(p)(4) Chicago Equity Code of Ethics
EX-99.23(p)(5) Gartmore Code of Ethics
EX-99.23(p)(6) Stephens Code of Ethics
</TABLE>