NATIONS RESERVES
                          INVESTOR B DISTRIBUTION PLAN


      This Investor B 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 Distribution-Related Services. Reserves may
compensate or reimburse its Distributor for any activities or expenses primarily
intended to result in the sale of Investor B Shares of Reserves' Funds, as
listed on Exhibit A (collectively, the "Funds" or, individually, a "Fund").
Payments by Reserves under this Section of this Plan will be calculated daily
and paid monthly at a rate or rates set from time to time by Reserves' Board of
Trustees, provided that no rate set by the Board for any Fund may exceed, on an
annual basis, 0.75% of the average daily net asset value of a Fund's Investor B
Shares.

      Section 2. Expenses Covered by Plan. The fees payable under Section 1 of
this Plan shall be used primarily to compensate or reimburse the Distributor for
distribution services provided by it, and related expenses incurred, including
payments by the Distributor to compensate or reimburse banks, broker/dealers or
other financial institutions that have entered into Sales Support Agreements
with the Distributor ("Selling Agents"), for sales support services provided,
and related expenses incurred, by such Selling Agents. Payments under Section 1
of this Plan may be made with respect to: preparation, printing and distribution
of prospectuses, sales literature and advertising materials by the Distributor
or, as applicable, Selling Agents, attributable to distribution or sales support
activities, respectively; commissions, incentive compensation or other
compensation to, and expenses of, account executives or other employees of the
Distributor or Selling Agents, attributable to distribution or sales support
activities, respectively; overhead and other office expenses of the Distributor
or Selling Agents, attributable to distribution or sales support activities,
respectively; opportunity costs relating to the foregoing (which may be
calculated as a carrying charge on the Distributor's or Selling Agents'
unreimbursed expenses incurred in connection with distribution or sales support
activities, respectively); and any other costs and expenses relating to
distribution or sales support activities. The overhead and other office expenses
referenced in this Section 2 may include, without limitation, (i) the expenses
of operating the Distributor's or Selling Agents' offices in connection with the
sale of Fund shares, including lease costs, the salaries and employee benefit
costs of administrative, operations and support personnel, utility costs,
communication costs and the costs of stationery and supplies, (ii) the costs of
client sales seminars and travel related to distribution and sales support
activities, and (iii) other expenses relating to distribution and sales support
activities.

      Section 3. Distribution and Sales Support Agreements. Any officer of
Reserves is authorized to execute and deliver, in the name and on behalf of
Reserves, a written agreement with the Distributor in a form duly approved from
time to time by Reserves' Board of Trustees. Such agreement shall authorize the
Distributor to enter into written Sales Support Agreements, in substantially the
form attached hereto as Exhibit B ("Agreements"), with Selling Agents.

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      Section 4. Limitations on Payments. Payment made by a particular Fund
under Section 1 must be for distribution or sales support services rendered for
or on behalf of such Fund. However, joint distribution or sales support
financing with respect to the Funds (which financing may also involve other
investment portfolios or companies that are affiliated persons of such a person,
or affiliated persons of the Distributor) shall be permitted in accordance with
applicable regulations of the Securities and Exchange Commission as in effect
from time to time.

      Except for the payments specified in Section 1, no additional payments are
to be made by Reserves under this Plan, provided that nothing herein shall be
deemed to preclude the payments such Funds are 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 Administration Agreement, (v) to NationsBanc
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 Investor B
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. To the extent any such payments by Reserves on behalf of a Fund to
NationsBank, BNY, First Data, NBAI, Stephens or Servicing Agents; by
NationsBank, BNY, First Data, NBAI, Stephens 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
Investor B Shares within the context of Rule 12b-1 under the 1940 Act, then such
payments shall be deemed to have been approved pursuant to this Plan without
regard to Section 1.

      With respect to Investor B Shares, actual distribution expenses incurred
by the Distributor (or sales support expenses incurred by Selling Agents) in a
given year may exceed the sum of the fees received by the Distributor pursuant
to this Plan and payments received by the Distributor pursuant to contingent
deferred sales charges. Any such excess may be recovered by the Distributor, and
retained by it or paid over to Selling Agents, as applicable, in future years as
long as this Plan is in effect. If this Plan is terminated or not continued,
Reserves shall not be obligated to pay the Distributor (or Selling Agents) for
any expenses not previously reimbursed by Reserves or recovered through
contingent deferred sales charges.

      Notwithstanding anything herein to the contrary, no Fund shall be
obligated to make any payments under this Plan that exceed the maximum amounts
payable under Rule 2830, of the National Association of Securities Dealers, Inc.
Conduct Rules.

      Section 5. Reports of Distributor. So long as this Plan is in effect, the
Distributor shall provide to Reserves' Officers and Board of Trustees, and the
Trustees shall review at least quarterly, a written report of the amounts
expended by it pursuant to the Distribution Agreement,


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or by Selling Agents pursuant to Sales Support Agreements, and the purposes for
which such expenditures were made.

      Section 6. Approval of Plan. This Plan will become effective immediately,
as to any Fund's Investor B Shares, upon its approval by (a) a majority of the
outstanding Investor B Shares of such Fund, and (b) a majority of the Board of
Trustees, including a majority of the Trustees who are not "interested persons"
(as defined in the 1940 Act) of Reserves and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements entered
into in connection with this Plan, pursuant to a vote cast in person at a
meeting called for the purpose of voting on the approval of this Plan.

      Section 7. Continuance of Plan. This Plan shall continue in effect for so
long as its continuance is specifically approved at least annually by Reserves'
Board of Trustees in the manner described in Section 6.

      Section 8. 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 B 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 B 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
hereof.

      Section 9. Termination. This Plan is terminable, as to a Fund's Investor B
Shares, without penalty at any time by (a) a vote of a majority of the Trustees
who are not "interested persons" (as defined in the 1940 Act) of Reserves and
who have no direct or indirect financial interest in the operation of this Plan
or in any agreements entered into in connection with this Plan, or (b) a vote of
a majority of the outstanding Investor B Shares of such Fund.

      Section 10. Selection/Nomination of Trustees. While this Plan is in
effect, the selection and nomination of those Trustees who are not "interested
persons" (as defined in the 1940 Act) of Reserves shall be committed to the
discretion of such non-interested Trustees.

      Section 11. 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, 1985, 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 a Fund's Investor B Shares of Reserves must
look solely to the Trust property belonging to such Fund's Investor B Shares for
the enforcement of any claims against Reserves.

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      Section 12. Records. Reserves will preserve copies of this Plan, and any
Agreements and written reports regarding this Plan presented to the Board of
Trustees for a period of not less than six years.

      Section 13. Miscellaneous. The captions in this Plan are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.


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                                    EXHIBIT A


Nations Convertible Securities Fund
Nations California Municipal Bond Fund
Nations Intermediate Bond Fund
Nations Blue Chip Fund
Nations Cash Reserves
Nations Treasury Reserves
Nations Municipal Reserves
Nations Government Reserves
Nations Money Market Reserves
Nations California Tax Exempt Reserves
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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