NATIONS RESERVES
                                DISTRIBUTION PLAN
                                INVESTOR C SHARES


         This Distribution Plan (this "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 pay
its Distributor for certain expenses that are incurred in connection with the
support and distribution of Investor C Shares (the "Shares") of Reserves' Funds
(collectively the "Funds"). Payments by Reserves under the 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 the annual rate of 0.75% of the average daily net asset value of the
Investor C Shares of the Funds. For purposes of determining the payments payable
under this Plan, the net asset value of the outstanding Shares of the respective
Funds shall be computed in the manner specified in Reserves' then current
prospectuses and statement of additional information as amended or supplemented
from time to time for such Shares.

         Section 2. Expenses Covered by Plan. Payments to the Distributor under
Section 1 of this Plan will be used by the Distributor (i) to compensate banks,
broker/dealers or other financial institutions that have entered into Sales
Support Agreements with the Distributor ("Selling Agents") for providing
distribution assistance relating to Shares, (ii) for promotional activities
intended to result in the sale of Shares such as by paying for the preparation,
printing and distribution of prospectuses for other than current Shareholders,
and (iii) to compensate Selling Agents for providing distribution services with
regard to their Customers who are, from time to time, beneficial, and record
owners of Shares.

         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.

         As used herein, promotional activities include, but are not limited to,
advertising via radio, television, newspapers, magazines and otherwise;
preparing, printing and mailing sales materials, brochures and prospectuses
(except for prospectuses used for regulatory purposes or for distribution to
existing shareholders).

         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
("SEC") as in effect from time to time.

         Upon proper authorization by Reserves' Trustees in accordance with Rule
12b-1 under the Act, expenses covered by this Plan may also include other
expenses the Distributor (or any other person) may incur in connection with the
distribution of Reserves' Shares including, without limitation, expenditures for
telephone facilities and in-house telemarketing, or in connection with
shareholder servicing. Distribution service fees will not be used to pay any
interest expenses, carrying charges or other financing costs (except to the
extent permitted by the SEC). Distribution service fees will not be used to pay
any general or administrative expenses of the Distributor.

         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 to
(i) NationsBank, N.A. ("NationsBank"), pursuant to the Investment Advisory
Agreement (ii) The Bank of New York ("BNY"), pursuant to the Custody Agreement,
(iii) First Data Investor Services Group, Inc. ("First Data"), pursuant to the
Transfer Agency and Registrar Agreement, (iv) Stephens Inc. ("Stephens"),
pursuant to the Co-Administration Agreement, (v) NationsBanc Advisors, Inc.
("NBAI"), pursuant to the Co-Administration Agreement, (vi) 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. 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, NationsBank
Texas, TSSG, 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 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 Shares, actual distribution expenses incurred by the
Distributor (or sales support expenses incurred by the 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 the 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.


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

         Section 6. Approval of Plan. The Plan will become effective
immediately, as to any Fund's Shares, upon its approval by (a) a majority of the
outstanding 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. The 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. The 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 Shares may bear for distribution pursuant to this Plan shall be
effective only upon approval by a vote of a majority of the outstanding 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. The Plan is terminable, as to a Fund's 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 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 Shares of Reserves must look
solely to Reserves property belonging to such Fund's Shares for the enforcement
of any claims against Reserves.

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         Section 12. 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 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