As filed with the Securities and Exchange Commission
on January 11, 2001
Registration No. 333-09703; 811-07745
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 12 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 13 [X]
(Check appropriate box or boxes)
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NATIONS LIFEGOAL FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
One NationsBank Plaza
33rd Floor
Charlotte, North Carolina 28255
(Address of Principal Executive Offices, including Zip Code)
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Registrant's Telephone Number, including Area Code: (800) 626-2275
c/o The Corporation Trust Company
32 South Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis & Frankel
Morrison & Foerster LLP 919 3rd Avenue
2000 Pennsylvania Ave., N.W. New York, New York 10022
Suite 5500
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on (date) pursuant
to Rule 485(b), or to Rule 485(b), or
[ ] 60 days after filing pursuant [ ] on (date) pursuant
to Rule 485(a), or to Rule 485(a).
[ ] 75 days after filing pursuant to [ ] on (date) pursuant to
paragraph (a)(2) paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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EXPLANATORY NOTE
The Registrant is filing this Post-Effective Amendment No. 12 to the Nations
LifeGoal Funds, Inc. Registration Statement for the purpose of filing certain
corporate documents and agreements. The prospectuses and Statement of Additional
Information are hereby incorporated by reference to Post-Effective Amendment No.
11 filed on July 28, 2000.
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NATIONS LIFEGOAL FUNDS, INC.
CROSS REFERENCE SHEET
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Part A
Item No. Prospectus
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1. Front and Back Cover Pages ................................ Front and Back Cover Pages
2. Risk/Return Summary: Investments, Risks
and Performance............................................. About this Prospectus
3. Risk/Return Summary: Fee Tables.............................. About the Funds; Financial Highlights
4. Investment Objectives, Principal Investment
Strategies and Related Risks................................ About the Funds;
Other Important Information
5. Management's Discussion of Fund
Performance................................................. About the Funds
6. Management, Organization, and Capital Structure............. What's Inside; About the
Funds; How the Funds are Managed; About
your Investment
7. Shareholder Information..................................... About the Funds; About your
Investment
8. Distribution Arrangements................................... Information for Investors
9. Financial Highlights Information............................ Financial Highlights;
About the Funds
Part B
Item No.
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10. Cover Page and Table of Contents............................ Cover Page and Table of Contents
11. Fund History................................................ Introduction
12. Description of the Fund and Its Investments
and Risks................................................... Additional Information on
Portfolio Investments
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13. Management of the Funds..................................... Trustees and Officers;
Investment Advisory, Administration,
Custody, Transfer Agency, Shareholder
Servicing and Distribution Agreements
14. Control Persons and Principal
Holders of Securities....................................... Not Applicable
15. Investment Advisory and Other Services...................... Investment Advisory,
Administration, Custody, Transfer Agency,
Shareholder Servicing And Distribution
Agreements
16. Brokerage Allocation and Other Practices.................... Portfolio Transactions and
Brokerage--General Brokerage Policy
17. Capital Stock and Other
Securities.................................................. Description Of Shares;
Investment Advisory, Administration,
Custody, Transfer Custody, Transfer
Agency, Shareholder Servicing And
Distribution Agreements
18. Purchase, Redemption and Pricing
of Shares................................................... Net Asset Value -- Purchases
And Redemptions; Distributor
19. Taxation of the Fund........................................ Additional Information Concerning
Taxes
20. Underwriters................................................ Investment Advisory,
Administration Custody, Transfer Agency
Shareholder Servicing And Distribution
Agreements; Distributor
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21. Calculation of Performance Data............................. Additional Information on
Performance
22. Financial Statements........................................ Independent Accountant and
Reports
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Part C
Item No. Other Information
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Information
required to be
included in Part C
is set forth under
the appropriate
Item, so numbered,
in Part C of this
Document
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<PAGE>
NATIONS LIFEGOAL FUNDS, INC.
ONE BANK OF AMERICA PLAZA
33rd Floor
Charlotte, NC 28255
1-800-626-2275
FORM N-1A
PART C
OTHER INFORMATION
ITEM 23. Exhibits
All references to the "Registration Statement" in the following list of
Exhibits refer to the Registrant's Registration Statement on Form N-1A (File
Nos. 333-09703; 811-07745)
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Exhibit Letter Description
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(a) Articles of Incorporation:
(a)(1) Amended and Restated Articles of Incorporation dated June
4, 1997, incorporated by reference to Post-Effective
Amendment No. 10, filed March 7, 2000.
(a)(2) Articles of Amendment dated October 15, 1996,
incorporated by reference to Post-Effective Amendment No.
10, filed March 7, 2000.
(b) Bylaws:
(b)(1) Bylaws dated July 11, 1996, last amended May 26, 1999,
incorporated by reference to Post-Effective Amendment No.
10, filed March 7, 2000.
(c) Instruments Defining Rights of Securities Holders:
Not Applicable
(d) Investment Advisory Contracts:
(d)(1) Investment Advisory Agreement between Banc of America
Advisors, Inc. (formerly NationsBanc Advisors, Inc.)
("BAAI") and Nations LifeGoal Funds, Inc. ("Registrant")
dated October 15, 1996, incorporated by reference to
Post-Effective Amendment No. 10, filed March 7, 2000.
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Exhibit Letter Description
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(d)(2) Sub-Advisory Agreement among BAAI, Banc of America
Capital Management, Inc. (formerly TradeStreet
Investment Associates, Inc.) ("BACAP") and the
Registrant dated October 15, 1996, incorporated by
reference to Post-Effective Amendment No. 10, filed
March 7, 2000.
(e) Underwriting Contract:
(e)(1) Distribution Agreement between the Registrant and
Stephens Inc. ("Stephens") dated October 15, 1996,
incorporated by reference to Post-Effective Amendment
No. 10, filed March 7, 2000.
(f) Bonus or Profit Sharing Contracts:
Not Applicable
(g) Custodian Agreement:
(g)(1) Custody Agreement between the Registrant and Bank of
America, N.A. (formerly NationsBank of Texas, N.A.)
("Bank of America") dated October 15, 1996, incorporated
by reference to Post-Effective Amendment No. 10, filed
March 7, 2000.
(h) Other Material Contracts:
(h)(1) Co-Administration Agreement among the Registrant,
Stephens and BAAI dated December 1, 1998, incorporated by
reference to Post-Effective Amendment No. 10, filed March
7, 2000.
(h)(2) Sub-Administration Agreement among the Registrant, The
Bank of New York ("BNY") and BAAI dated December 1, 1998,
incorporated by reference to Post-Effective Amendment No.
10, filed March 7, 2000.
(h)(3) Transfer Agency and Services Agreement between PFPC Inc.
(formerly First Data Investor Services Group, Inc.)
("PFPC") and the Nations Funds family dated June 1,
1995, Schedule G dated September 8, 2000, filed
herewith.
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Exhibit Letter Description
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(h)(4) Adoption Agreement and Amendment to Transfer Agency and
Services Agreement between PFPC and the Nations Funds
Family dated October 15, 1996, incorporated by reference
to Post-Effective Amendment No. 10, filed March 7, 2000.
(h)(5) Amendment to Transfer Agency and Services Agreement dated
January 1, 1999, incorporated by reference to
Post-Effective Amendment No. 10, filed March 7, 2000.
(h)(6) Sub-Transfer Agency and Services Agreement between PFPC
and Bank of America dated September 11, 1995, Schedule A
dated September 8, 2000, filed herewith.
(h)(7) Amendment No. 1 to the Sub-Transfer Agency and Services
Agreement dated January 3, 2000, filed herewith.
(h)(8) Amendment No. 2 to the Sub-Transfer Agency and Services
Agreement dated December 1, 2000, filed herewith.
(h)(9) Shareholder Servicing Plan relating to Investor B Shares,
incorporated by reference to Post-Effective Amendment No.
10, filed March 7, 2000.
(h)(10) Shareholder Servicing Plan relating to Investor C Shares,
incorporated by reference to Post-Effective Amendment No.
10, filed March 7, 2000.
(i) Legal Opinion
Not Applicable.
(j) Other Opinions
Not Applicable.
(k) Omitted Financial Statements
Not Applicable
(l) Initial Capital Agreements:
(l)(1) Investment Letter, incorporated by reference to
Pre-Effective Amendment No. 1, filed October 9, 1996.
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Exhibit Letter Description
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(m) Rule 12b-1 Plans:
(m)(1) Shareholder Administration Plan relating to Primary B
Shares, incorporated by reference to Post-Effective
Amendment No. 10, filed March 7, 2000.
(m)(2) Shareholder Servicing and Distribution Plan relating to
Investor A Shares, incorporated by reference to
Post-Effective Amendment No. 10, filed March 7, 2000.
(m)(3) Distribution Plan relating to Investor B Shares,
incorporated by reference to Post-Effective Amendment No.
10, filed March 7, 2000.
(m)(4) Distribution Plan relating to Investor C Shares,
incorporated by reference to Post-Effective Amendment No.
10, filed March 7, 2000.
(n) Financial Data Schedule:
Not Applicable
(o) Rule 18f-3 Plan:
(o)(1) Rule 18f-3 Multi-Class Plan amended May 26, 1999,
incorporated by reference to Post-Effective Amendment No.
10, filed March 7, 2000.
(p) Codes of Ethics
(p)(1) Nations Funds Family Code of Ethics, filed herewith.
(p)(2) BAAI Code of Ethics, filed herewith.
(p)(3) BACAP Code of Ethics, filed herewith.
(p)(4) Stephens Code of Ethics, filed herewith.
(q) Powers of Attorney for Edmund L. Benson, Charles B.
Walker, A. Max Walker, Thomas S. Word, Jr., William H.
Grigg, James Ermer, Thomas F. Keller, Carl E. Mundy, Jr.,
James B. Sommers, Cornelius J. Pings and William P.
Carmichael, incorporated by reference to Post-Effective
Amendment No. 10, filed March 7, 2000.
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ITEM 24. Persons Controlled by of Under Common Control with the Fund
No person is controlled by or under common control with the Registrant.
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ITEM 25. Indemnification
The following paragraphs of Article VIII of the Registrant's Amended and
Restated Articles of Incorporation provide:
The Corporation shall indemnify (1) its Directors and officers, whether
serving the Corporation or at its request any other entity, to the full extent
required or permitted by the General Laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law, and (2) its other employees and agents to
such extent as shall be authorized by the Board of Directors or the
Corporation's Bylaws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such Bylaws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of these
Articles of Incorporation of the Corporation shall limit or eliminate the right
to indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal. Nothing contained herein shall be
construed to authorize the Corporation to indemnify any Director or officer of
the Corporation against any liability to the Corporation or to any holders of
securities of the Corporation to which he is subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. Any indemnification by the Corporation
shall be consistent with the requirements of law, including the Investment
Company Act of 1940, as amended (the "1940 Act"); and
To the fullest extent permitted by Maryland statutory and decisional law
and the 1940 Act, as amended or interpreted, no Director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders
for money damages; provided, however, that nothing herein shall be construed to
protect any Director or officer of the Corporation against any liability to
which such Director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. No amendment, modification or repeal of
this Article VIII shall adversely affect any right or protection of a Director
or officer that exists at the time of such amendment, modification or repeal.
Under the terms of Maryland Corporation Law and the Registrant's Amended
and Restated Articles of Incorporation and Bylaws provide for the
indemnification of the Registrant's directors and employees. Indemnification of
the Registrant's administrators, distributor, custodian, and transfer agents is
provided for, respectively, in the Registrant's:
1. Co-Administration Agreement with Stephens and BAAI;
2. Sub-Administration Agreement with BNY and BAAI;
3. Distribution Agreement with Stephens;
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4. Custody Agreement with Bank of America;
5. Transfer Agency and Services Agreement with PFPC; and
6. Sub-Transfer Agency and Services Agreement with PFPC and Bank of
America.
Promptly after receipt by an indemnified party above of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the
omission to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, to assume the defense thereof,
with counsel satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other
expenses, in such case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.
The Registrant has obtained from a major insurance carrier a directors' and
officers' liability policy covering certain types of errors and omissions. In no
event will the Registrant indemnify any of its directors, officers, employees,
or agents against any liability to which such person would otherwise be subject
by reason of his/her willful misfeasance, bad faith, gross negligence in the
performance of his/her duties, or by reason of his/her reckless disregard of the
duties involved in the conduct of his/her office or arising under his agreement
with the Registrant. The Registrant will comply with Rule 484 under the
Securities Act of 1933, as amended (the "1933 Act") and Release No. 11330 under
the 1940 Act, in connection with any indemnification.
Insofar as indemnification for liability arising under the 1933 Act may be
permitted to directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission ("SEC")
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
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ITEM 26. Business and Other Connections of the Investment Adviser
To the knowledge of the Registrant, none of the directors or officers of
BAAI, the adviser to the Registrant's portfolios, or BACAP, the investment
sub-adviser, except those set forth below, are or have been, at any time during
the past two calendar years, engaged in any other business, profession, vocation
or employment of a substantial nature, except that certain directors and
officers also hold various positions with, and engage in business for, the
company that owns all the outstanding stock (other than directors' qualifying
shares) of BAAI or BACAP, respectively, or other subsidiaries of Bank of America
Corporation.
(a) BAAI performs investment advisory services for the Registrant and
certain other customers. BAAI is a wholly-owned subsidiary of Bank of America,
which in turn is a wholly-owned banking subsidiary of Bank of America
Corporation. Information with respect to each director and officer of the
investment adviser is incorporated by reference to Form ADV filed by BAAI with
the SEC pursuant to the Investment Advisers Act of 1940, as amended (the
"Advisers Act") (file no. 801-49874).
(b) BACAP performs investment sub-advisory services for the Registrant and
certain other customers. BACAP is a wholly-owned subsidiary of Bank of America
Corporation. Information with respect to each director and officer of the
investment sub-adviser is incorporated by reference to Form ADV filed by BACAP
(formerly TradeStreet Investment Associates, Inc.) with the SEC pursuant to the
Advisers Act (file no. 801-50372).
ITEM 27. Principal Underwriters
(a) Stephens, distributor for the Registrant, does not presently act as
investment adviser for any other registered investment companies, but does act
as distributor for Nations Fund Trust, Nations Fund, Inc., Nations Reserves,
Nations Annuity Trust, Nations Funds Trust, Wells Fargo Trust, Wells Fargo
Variable Trust, and is the exclusive placement agent for Master Investment
Trust, Managed Series Investment Trust, Wells Fargo Core Trust, Nations Master
Investment Trust and Master Investment Portfolio, all of which are registered
open-end management investment companies, and has acted as principal underwriter
for the Liberty Term Trust, Inc., Nations Government Income Term Trust 2003,
Inc., Nations Government Income Term Trust 2004, Inc. and the Managed Balanced
Target Maturity Fund, Inc., closed-end management investment companies.
(b) Information with respect to each director and officer of the principal
underwriter is incorporated by reference to Form ADV filed by Stephens with the
SEC pursuant to the 1940 Act (file No. 501-15510).
(c) Not applicable.
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ITEM 28. Location of Accounts and Records
(1) BAAI, One Bank of America Plaza, Charlotte, NC 28255 (records relating
to its function as investment adviser and co-administrator).
(2) BACAP, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment sub-adviser).
(3) Stephens, 111 Center Street, Little Rock, AR 72201 (records relating
to its function as distributor and co-administrator).
(4) Bank of America, One Bank of America Plaza, Charlotte, NC 28255
(records relating to its function as custodian and sub-transfer
agent).
(5) PFPC, 400 Bellevue Parkway, Wilmington, DE 19809 (records relating to
its function as transfer agent).
(6) BNY, 100 Church Street, New York, NY 10286 (records relating to its
function as sub-administrator).
ITEM 29. Management Services
Not Applicable
ITEM 30. Undertakings
Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Little
Rock, State of Arkansas on the 11th day of January, 2001
NATIONS LIFEGOAL FUNDS, INC.
By: *
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A. Max Walker
President and Chairman of the Board of Directors
By: /s/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
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SIGNATURES TITLE DATE
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* President and Chairman January 11, 2001
---------------------------------- of the Board of Directors
(A. Max Walker) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Treasurer and Secretary January 11, 2001
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(Richard H. Blank, Jr.) (Principal Financial and Accounting Officer)
* Director January 11, 2001
----------------------------------
(Edmund L. Benson, III)
* Director January 11, 2001
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(James Ermer)
* Director January 11, 2001
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(William H. Grigg)
* Director January 11, 2001
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(Thomas F. Keller)
* Director January 11, 2001
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(Carl E. Mundy, Jr.)
* Director January 11, 2001
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(Cornelius J. Pings)
* Director January 11, 2001
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(Charles B. Walker)
* Director January 11, 2001
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(Thomas S. Word)
* Director January 11, 2001
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(James B. Sommers)
/s/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
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*Attorney-in-Fact
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NATIONS LIFEGOAL FUNDS, INC.
EXHIBIT INDEX
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Exhibit
Number Description
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EX-99.23(h)(3) Transfer Agency and Services Agreement
EX-99.23(h)(6) Sub-Transfer Agency and Services Agreement
EX-99.23(h)(7) Amendment No. 1 to the Sub-Transfer Agency and Services Agreement
EX-99.23(h)(8) Amendment No. 2 to the Sub-Transfer Agency and Services Agreement
EX-99.23(p)(1) Nations Funds Family Code of Ethics
EX-99.23(p)(2) BAAI Code of Ethics
EX-99.23(p)(3) BACAP Code of Ethics
EX-99.23(p)(4) Stephens Code of Ethics
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