NATIONS RESERVES

                   SHAREHOLDER SERVICING AND DISTRIBUTION PLAN

                                INVESTOR A SHARES

              This amended and restated Investor A Shareholder Servicing and
Distribution Plan (the "Plan") has been adopted by the Board of Trustees of
Nations Reserves ("Reserves") in conformance with Rule 12b-1 under the
Investment Company Act of 1940 (the "1940 Act").

              Section 1. Payments for Services. Under the terms of this Plan,
Reserves may act as a distributor of the Shares of which a Fund is the issuer,
pursuant to Rule 12b-1 under the 1940 Act. Reserves may incur as a distributor
of the Investor A Shares of each Fund ("Shares") expenses of up to twenty-five
one-hundredths of one percent (0.25%) per annum of the average daily net assets
of Reserves attributable to the Shares of the Funds (as defined on Exhibit A).

              Section 2. Expenses Covered by the Plan. Amounts set forth in
Section 1 may be expended when and if authorized in advance by Reserves' Board
of Trustees. Such amounts may be used to finance any activity which is primarily
intended to result in the sale of the Shares, including, but not limited to,
expenses of organizing and conducting sales seminars, printing of prospectuses
and statements of additional information (and supplements thereto) and reports
for other than existing shareholders, preparation and distribution of
advertising material and sales literature, supplemental payments to Reserves'
distributor (the "Distributor") and the cost of administering this Plan, as well
as, with respect to payments made under Section 1, above, the shareholder
servicing activities described below. All amounts expended pursuant to this Plan
shall be paid:

         (i) to the Distributor for reimbursements of distribution-related
    expenses actually incurred by the Distributor, including, but not limited
    to, expenses of organizing and conducting sales seminars, printing of
    prospectuses and statements of additional information (and supplements
    thereto) and reports for other than existing shareholders, preparation and
    distribution of advertising material and sales literature and costs of
    administering this Plan, or

         (ii) to certain broker/dealers and other financial institutions
    ("Agents") who offer shares to their customers and who have entered into
    Shareholder Servicing Agreements substantially in the form of Exhibit C, and
    Sales Support Agreements substantially in the form of Exhibit B with respect
    to the Funds, for providing the services contemplated thereunder.

              The shareholder servicing activities for which compensation may be
received under this Plan may include, among other things: (i) aggregating and
processing purchase and redemption requests and transmitting promptly net
purchase and redemption orders to the Distributor or transfer agent; (ii)
providing customers with a service that invests the assets of their accounts in
Shares pursuant to specific or pre-authorized instructions; (iii) processing
dividend and distribution payments; (iv) providing information periodically to
customers showing their positions in Shares; (v) arranging for bank wires; (vi)
responding to customers'


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inquiries concerning their investment in Shares; (vii) providing subaccounting
with respect to Shares beneficially owned by customers or the information to
Reserves necessary for subaccounting; (viii) if required by law, forwarding
shareholder communications (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
customers; (ix) forwarding to customers proxy statements and proxies containing
any proposals regarding the Shareholder Servicing Agreement; (x) general
shareholder liaison services; and (xi) providing such other similar services as
Reserves may reasonably request to the extent such firms are permitted to do so
under applicable statutes, rules or regulations.

              Section 3. Limitations on Payments. No additional payments are to
be made by Reserves on behalf of the Funds with respect to the Shares under this
Plan, provided that the Funds shall not be precluded from making the payments
such Fund is otherwise obligated to make (i) to NationsBank, N.A.
("NationsBank"), pursuant to the Investment Advisory Agreement, (ii) to The Bank
of New York ("BNY"), pursuant to the Custody Agreement, (iii) to "First Data
Investor Services Group, Inc. ("First Data"), pursuant to the Transfer Agency
and Registrar Agreement, (iv) to Stephens Inc. ("Stephens"), pursuant to the
Co-Administration Agreement, (v) to NationsBank Advisors, Inc. ("NBAI"),
pursuant to the Co-Administration Agreement, (vi) to Servicing Agents, pursuant
to Shareholder Servicing Agreements and (vii) for the expenses otherwise
incurred by a Fund and Reserves on behalf of the Shares in the normal conduct of
such Fund's business pursuant to the Investment Advisory Agreement, the Custody
Agreement, the Transfer Agency and Registrar Agreement, the Co-Administration
Agreement and the Shareholder Servicing Agreements. However, to the extent any
payments by Reserves on behalf of a Fund to NationsBank, BNY, First Data,
Stephens, NBAI or Servicing Agents; by NationsBank, BNY, First Data, Stephens,
NBAI or Servicing Agents or any affiliate thereof, to any party, pursuant to any
agreement; or, generally, by Reserves on behalf of a Fund to any party, are
deemed to be payments for the financing of any activity primarily intended to
result in the sale of the Shares within the context of Rule 12b-1 under the 1940
Act, then such payments shall be deemed to be approved pursuant to this Plan as
set forth herein.

              Section 4. Reports of Distributor. The officers of Reserves shall
report quarterly in writing to the Board of Trustees on the amounts and purpose
of payments for any of the activities in Section 2 and shall furnish the Board
of Trustees with such other information as the Board may reasonably request in
connection with such payments in order to enable the Board to make an informed
determination on the nature and value of such expenditures.

              Section 5. Approval of Plan. This Plan shall continue in effect
for a period of more than one year from the date written below only so long as
such continuance is specifically approved at least annually by Reserves' Board
of Trustees, including the Trustees who are not interested persons of Reserves
and have no direct or indirect financial interest in the operation of this Plan
or in any Agreements related to this Plan ("Disinterested Trustees"), by vote
cast in person at a meeting called for the purpose of voting on this Plan.

Section 6. Termination. This Plan may be terminated at any time by vote of a
majority of the Disinterested Trustees or with respect to a particular Fund by
vote of a majority of


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the outstanding voting securities of the Shares of such Fund, on not
more than sixty (60) days' written notice to any other party to the Plan, and
shall terminate automatically in the event of any act that constitutes an
assignment of the Distribution Agreement or the Investment Advisory Agreement.

              Section 7. Amendments. This Plan may be amended at any time by the
Board of Trustees provided that (a) any amendment to increase materially the
costs which a Fund's Investor A Shares may bear for distribution pursuant to
this Plan shall be effective only upon approval by a vote of a majority of the
outstanding Investor A Shares of such Fund, and (b) any material amendments of
the terms of this Plan shall become effective only upon approval as provided in
Section 6 thereof.

              Section 8. Selection/Nomination of Trustees. So long as this Plan
is in effect, the selection and nomination of Reserves' Disinterested Trustees
shall be committed to the discretion of such Disinterested Trustees.

              Section 9. Governing Law. This Plan shall be subject to the laws
of The Commonwealth of Massachusetts and shall be interpreted and construed to
further promote the operation of Reserves as an open-end management investment
company. As used herein the terms "open-end management investment company,"
"assignment," "principal underwriter," "interested person," and "majority of the
outstanding voting securities" shall have the meanings set forth in the
Securities Act of 1933, as amended or the 1940 Act, and the rules and
regulations thereunder.

              Section 10. Scope of Liability. Nothing herein shall be deemed to
protect the parties to any Agreement entered into pursuant to this Plan against
any liability to Reserves or its shareholders to which they would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of their duties hereunder, or by reason of their reckless disregard
of their obligations and duties hereunder.

              Section 11. Records. 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.

              Section 12. Limitation of Liability. The names "Nations Reserves"
and "Trustees of Nations Reserves" refer respectively to the trust created and
the Trustees, as trustees but not individually or personally, acting from time
to time under a Declaration of Trust dated April 1, which is hereby referred to
and a copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of Reserves. The
obligations of "Nations Reserves" entered into in the name or on behalf thereof
by any of the Trustees, officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, Shareholders, officers, representatives or agents of Reserves
personally, but bind only Reserves Property (as defined in the Declaration of
Trust), and all persons dealing with any class of shares of Reserves must look
solely to Reserves Property belonging to such class for the enforcement of any
claims against Reserves.

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                                    EXHIBIT A



Nations Convertible Securities Fund
Nations California Municipal Bond Fund
Nations Intermediate Bond Fund
Nations Blue Chip Fund
Nations International Equity Fund
Nations International Value Fund
Nations Emerging Markets Reserves


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



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