NATIONS RESERVES

                           SHAREHOLDER ADMINISTRATION
                       PLAN ("PLAN") FOR PRIMARY B SHARES


         Section 1. Each of the proper officers of Nations Reserves ("Reserves")
is authorized to execute and deliver, in the name and on behalf of Reserves,
written agreements based substantially on the form attached hereto as Appendix A
or any other form duly approved by Reserves' Board of Trustees ("Agreements")
with broker/dealers, banks and other financial institutions that are dealers of
record or holders of record or which have a servicing relationship with the
beneficial owners of Primary B Shares ("Servicing Agents") in certain of
Reserves' Funds (as listed on Exhibit I) offering such shares provided that any
material modifications of services listed in the Agreement shall be presented
for approval or ratification by the Trustees at the next regularly scheduled
Board Meeting. Pursuant to such Agreements, Servicing Agents shall provide
shareholder support services as set forth therein to their clients who
beneficially own Primary B Shares of the Funds in consideration of a fee,
computed monthly in the manner set forth in the applicable Fund's then current
prospectus, at an annual rate of up to 0.60% of the average daily net asset
value of the Primary B Shares beneficially owned by or attributable to such
clients, 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 Rules of the
National Association of Securities Dealers, Inc.'s Conduct Rules, exceed 0.25%
of the average daily net asset value of such Primary B Shares of a Fund.
Affiliates of Reserves' distributor, administrator, co-administrator and adviser
are eligible to become Servicing Agents and to receive fees under this Plan. All
expenses incurred by a Fund in connection with the Agreements and the
implementation of this Plan shall be borne entirely by the holders of the
Primary B Shares of the particular Fund involved. If more than one Fund is
involved and these expenses are not directly attributable to Primary B Shares of
a particular Fund, then the expenses may be allocated between or among the
Primary B Shares of the Funds in a fair and equitable manner.

         Section 2. Reserves' administrator and/or co-administrator shall
monitor the arrangements pertaining to Reserves' Agreements with Servicing
Agents. Reserves' administrator and co-administrator shall not, however, be
obligated by this Plan to recommend, and Reserves shall not be obligated to
execute, any Agreement with any qualifying Servicing Agents.

         Section 3. So long as this Plan is in effect, Reserves' distributor
shall provide to Reserves' Board of Trustees, and the Trustees shall review, at
least quarterly, a written report of the amounts expended pursuant to this Plan
and the purposes for which such expenditures were made.

         Section 4. Unless sooner terminated, this Plan shall continue in effect
for a period of one year from its date of execution and shall continue
thereafter for successive annual



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periods, provided that such continuance is specifically approved by a majority
of the Board of Trustees, including a majority of the Trustees who are not
"interested persons," as defined in the Investment Company Act of 1940 (the
"Act"), of Reserves and have no direct or indirect financial interest in the
operation of this Plan or in any Agreement related to this Plan (the
"Disinterested Trustees") cast in person at a meeting called for the purpose of
voting on this Plan.

         Section 5. This Plan may be amended at any time with respect to any
Fund by Reserves' Board of Trustees, provided that any material amendment of the
terms of this Plan (including a material increase of the fee payable hereunder)
shall become effective only upon the approvals set forth in Section 4.

         Section 6. This Plan is terminable at any time with respect to any Fund
by vote of a majority of the Disinterested Trustees.

         Section 7. While this Plan is in effect, the selection and nomination
of the Disinterested Trustees shall be committed to the discretion of such
Disinterested Trustees.

         Section 8. To the extent that any portion of the fees payable under the
Agreements is deemed to be for services primarily intended to result in the sale
of Fund shares, such fees are deemed approved and may be paid pursuant to the
Plan and in accordance with Rule 12b-1 under the Act, provided that the
Agreements, to the extent they are deemed to relate to services primarily
intended to result in the sale of Fund shares, are approved and otherwise
treated in all respects as agreements related to the Plan.

         Section 9. Reserves will preserve copies of this Plan, Agreements, and
any written reports regarding this Plan presented to the Board of Trustees for a
period of not less than six years.



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                                                                       EXHIBIT I

                                NATIONS RESERVES


Nations International Equity Fund
Nations International Value Fund
Nations Emerging Markets Fund
Nations Blue Chip Fund


 Dated:              December 2, 1998
 Last Amended:       June 8, 2001

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