AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Amendment is made April 10, 2002 to the Agreement and Plan of
Reorganization (the "Agreement") dated January 1, 2002 by and between The
Capitol Mutual Funds (doing business as Nations Reserves) ("Reserves"), a
Massachusetts business trust, for itself and on behalf of its Nations Blue Chip
Fund, Nations Government Reserves, Nations Cash Reserves, Nations Treasury
Reserves, Nations Convertible Securities Fund, Nations Municipal Reserves,
Nations Money Market Reserves, Nations California Tax-Exempt Reserves, Nations
California Municipal Bond Fund, Nations Emerging Markets Fund, Nations
International Value Fund, Nations International Equity Fund and Nations
Intermediate Bond Fund, and Nations Funds Trust ("Funds Trust"), a Delaware
statutory business trust, for itself and on behalf of its Nations Strategic
Growth Fund, Nations Government Reserves, Nations Cash Reserves, Nations
Treasury Reserves, Nations Convertible Securities Fund, Nations Municipal
Reserves, Nations Money Market Reserves, Nations California Tax-Exempt Reserves,
Nations California Municipal Bond Fund, Nations Emerging Markets Fund, Nations
International Value Fund, Nations International Equity Fund and Nations
Intermediate Bond Fund.
WHEREAS, terms used herein shall have the meaning ascribed to them in
the Agreement unless otherwise defined;
WHEREAS, the Board of Trustees of Reserves and Funds Trust approved the
Agreement and the Reorganizations contemplated thereby as in the best interest
of Acquired Fund shareholders, including that Acquired Fund shareholders would
bear the expenses related to entering into and carrying out the provisions of
the Agreement, provided that if such expenses exceed contractual total operating
expense ratio caps in place for any such Acquired Fund, Banc of America
Advisors, LLC or any of its affiliates will bear such excess expenses;
WHEREAS, such expense-bearing arrangements were fully disclosed to
Acquired Fund shareholders in the proxy materials that solicited shareholders
with regard to approval of the Reorganizations; and
WHEREAS, the Reorganization of each Acquired Fund was approved by
shareholders at Special Meetings held on March 27, 2002.
NOW THEREFORE, pursuant to Section 16 of the Agreement, the parties
hereby amend the Agreement to effect a technical correction by substituting
Section 15(b) with the following amended Section 15(b):
15. Brokerage Fees and Expenses.
(b) The Acquired Funds will be responsible for the expenses
related to entering into and carrying out the provisions of this
Agreement, whether or not the transactions contemplated hereby are
consummated. To the extent that such expenses exceed contractual
total operating expense ratio caps in place for any such Acquired
Fund, Banc of America Advisors, LLC or any of its affiliates will
bear such excess expenses.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers designated below as of the date first
written above.
THE CAPITOL MUTUAL FUNDS D/B/A NATIONS
RESERVES
On behalf of the Acquired Funds
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Xxxxxxx X. Xxxxx, Xx.
Secretary and Treasurer
NATIONS FUNDS TRUST
On behalf of the Acquiring Funds
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Xxxxxxx X. Xxxxx, Xx.
Secretary and Treasurer
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