SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NAME OF REGISTRANT
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Nations Annuity Trust
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: N/A
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2) Aggregate number of securities to which transaction applies: N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction: N/A
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( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: N/A
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4) Date Filed: N/A
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Nations Reserves
Nations Annuity Trust
One Bank of America Plaza
101 South Tryon Street
Charlotte, N.C. 28255
TELEPHONE: 800-653-9427
June 15, 2000
DEAR SHAREHOLDER:
On behalf of the Boards of Trustees of Nations Reserves and Nations
Annuity Trust, we are pleased to invite you to special meetings of shareholders
of Nations International Equity Fund, Nations Emerging Markets Fund and Nations
(Annuity Trust) International Growth Portfolio (each a "Fund" and together the
"Funds") to be jointly held at 10:00 a.m., Eastern time, on August 1, 2000, at
One Bank of America Plaza, 33rd Floor, Charlotte, North Carolina (the
"Meetings").
At the Meetings, you will be asked to approve investment sub-advisory
agreements that relate to the investment sub-advisory arrangement that each of
the Funds has with Gartmore Global Partners ("Gartmore"). Gartmore has recently
experienced three changes in ownership. These changes relate only to the
corporate ownership of Gartmore or Gartmore's parent companies and have not
resulted, and are not expected to result, in any significant change to the
Gartmore personnel who manage the Funds or in the way that the Funds are
managed. Nevertheless, the federal securities laws require that shareholders of
each Fund be given the opportunity to approve new investment sub-advisory
agreements in order to allow Gartmore to continue to serve as investment
sub-adviser to the Funds whenever this type of change occurs.
Accordingly, we are soliciting your vote on three interim investment
sub-advisory agreements that have been put in place as a result of each of the
three changes. Each interim agreement is substantially similar to the
investment sub-advisory agreement previously approved by shareholders.
Additionally, we are soliciting your vote on a definitive investment
sub-advisory agreement that will serve as the agreement governing the
sub-advisory relationship with Gartmore on a going-forward basis. Although some
of the terms of this definitive agreement differ from those contained in the
agreement previously approved by shareholders, the aggregate fees payable by
each Fund for advisory services remains unchanged.
Shareholders of Nations (Annuity Trust) International Growth Portfolio
will also be asked to authorize such Fund to convert to a feeder fund in a
master/feeder structure.
All of the costs associated with this proxy solicitation are being borne
by Banc of America Advisors, Inc., Gartmore and/or their affiliates. The Funds
will not bear any of these expenses.
THE BOARDS OF TRUSTEES OF NATIONS RESERVES AND NATIONS ANNUITY TRUST
UNANIMOUSLY RECOMMEND THAT YOU VOTE TO APPROVE EACH INVESTMENT SUB-ADVISORY
AGREEMENT. THE BOARD OF NATIONS ANNUITY TRUST UNANIMOUSLY RECOMMENDS THAT YOU
VOTE TO AUTHORIZE NATIONS (ANNUITY TRUST) INTERNATIONAL GROWTH PORTFOLIO TO
CONVERT TO A FEEDER FUND IN A MASTER/FEEDER STRUCTURE.
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The formal Notice of Special Meetings, Proxy Statement and Proxy Ballot
are enclosed. The proposed items and the reasons for the unanimous
recommendations of the Boards of Trustees are discussed in detail in the
enclosed materials, which you should read carefully. If you have any questions
about the proposals, please do not hesitate to contact us at the toll-free
number set forth above.
We look forward to your attendance at the Meetings or to receiving your
Proxy Ballot(s) so that your shares may be voted at the Meetings.
Sincerely,
A. MAX WALKER
President and Chairman of the Board of
Trustees of Nations Reserves and
Nations Annuity Trust
YOUR VOTE IS IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU
OWN. PLEASE VOTE BY SUBMITTING YOUR PROXY BALLOT(S) TODAY, EITHER IN THE
ENCLOSED POSTAGE-PAID ENVELOPE OR BY FAX AT (704) 388-2641. YOU MAY ALSO SUBMIT
YOUR PROXY BY A TOLL-FREE PHONE CALL OR BY VOTING ON-LINE, AS INDICATED BELOW.
Two Quick And Easy Ways To Submit Your Proxy
As a valued Fund shareholder, your proxy vote is important to us. That's why
we've made it faster and easier to submit your proxy at your convenience, 24
hours a day. After reviewing the enclosed Proxy Statement select one of the
following quick and easy methods to submit your proxy -- accurately and
quickly.
<TABLE>
<CAPTION>
Vote On-Line Vote By Toll-Free Phone Call
<S> <C> <C> <C>
1. Read the enclosed Proxy Statement and have 1. Read the enclosed Proxy Statement and have your
your Proxy Ballot(s)* at hand. Proxy Ballot(s)* at hand.
2. Go to Web site www.proxyvote.com 2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on 3. Enter the 12-digit Control Number found on your
your Proxy Ballot(s). Proxy Ballot(s).
4. Submit your proxy using the easy-to-follow 4. Submit your proxy using the easy-to-follow
instructions. instructions.
</TABLE>
* Do not mail the Proxy Ballot(s) if submitting your Proxy by Internet, fax or
telephone.
<PAGE>
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
To Be Held on August 1, 2000
NATIONS RESERVES and NATIONS ANNUITY TRUST
One Bank of America Plaza
101 South Tryon Street
Charlotte, North Carolina 28255
1-800-653-9427
To Nations International Equity Fund Shareholders:
PLEASE TAKE NOTE THAT a special meeting of shareholders of Nations
International Equity Fund of Nations Reserves will be held at 10:00 a.m.,
Eastern time, on August 1, 2000, at One Bank of America Plaza, 33rd Floor,
Charlotte, North Carolina, for the purpose of considering and voting upon:
ITEM 1. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on March
6, 2000 and ending on May 15, 2000.
ITEM 2. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 15,
2000 and ending on May 31, 2000.
ITEM 3. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 31,
2000 and ending on the date shareholders approve a definitive agreement
(or, if a definitive agreement is not approved, on May 30, 2001).
ITEM 4. Approval of a definitive investment sub-advisory agreement with
Gartmore Global Partners.
ITEM 5. Such other business as may properly come before the Meeting or any
adjournment(s).
To Nations Emerging Markets Fund Shareholders:
PLEASE TAKE NOTE THAT a special meeting of shareholders of Nations
Emerging Markets Fund of Nations Reserves will be held at 10:00 a.m., Eastern
time, on August 1, 2000, at One Bank of America Plaza, 33rd Floor, Charlotte,
North Carolina, for the purpose of considering and voting upon:
ITEM 1. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on March
6, 2000 and ending on May 15, 2000.
ITEM 2. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 15,
2000 and ending on May 31, 2000.
ITEM 3. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 31,
2000 and ending on the date shareholders approve a definitive agreement
(or, if a definitive agreement is not approved, on May 30, 2001).
ITEM 4. Approval of a definitive investment sub-advisory agreement with
Gartmore Global Partners.
ITEM 5. Such other business as may properly come before the Meeting or any
adjournment(s).
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To Nations (Annuity Trust) International Growth Portfolio Shareholders:
PLEASE TAKE NOTE THAT a special meeting of shareholders of Nations
International Growth Portfolio of Nations Annuity Trust will be held at 10:00
a.m., Eastern time, on August 1, 2000, at One Bank of America Plaza, 33rd
Floor, Charlotte, North Carolina, for the purpose of considering and voting
upon:
ITEM 1. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on March
6, 2000 and ending on May 15, 2000.
ITEM 2. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 15,
2000 and ending on May 31, 2000.
ITEM 3. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 31,
2000 and ending on the date shareholders approve a definitive agreement
(or, if a definitive agreement is not approved, on May 30, 2001).
ITEM 4. Approval of a definitive investment sub-advisory agreement with
Gartmore Global Partners.
ITEM 5. Authorization for Nations International Growth Portfolio to
convert to a feeder fund in a master/
feeder structure.
ITEM 6. Such other business as may properly come before the Meeting or any
adjournment(s).
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE
PROPOSALS.
Shareholders of record as of the close of business on June 5, 2000 are
entitled to notice of, and to vote at, the Meetings or any adjournment(s)
thereof.
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE THE ACCOMPANYING PROXY BALLOT(S), WHICH IS BEING SOLICITED BY
THE BOARDS OF TRUSTEES OF NATIONS RESERVES AND NATIONS ANNUITY TRUST. THIS IS
IMPORTANT TO ENSURE A QUORUM AT THE MEETINGS. SHAREHOLDERS ALSO MAY SUBMIT
THEIR PROXIES: 1) BY FAX AT (704) 388-2641; 2) BY TELEPHONE AT (800) 690-6903;
OR 3) ON-LINE AT WEBSITE WWW.PROXYVOTE.COM. PROXIES MAY BE REVOKED AT ANY TIME
BEFORE THEY ARE EXERCISED BY SUBMITTING TO NATIONS RESERVES OR NATIONS ANNUITY
TRUST, AS APPLICABLE, A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY DATED
PROXY OR BY ATTENDING THE MEETINGS AND VOTING IN PERSON.
By Order of the Boards of Trustees,
RICHARD H. BLANK, JR.
Secretary of Nations Reserves and Nations
Annuity Trust
June 15, 2000
<PAGE>
Proxy Statement
Dated June 15, 2000
NATIONS RESERVES and NATIONS ANNUITY TRUST
One Bank of America Plaza
101 South Tryon Street
Charlotte, North Carolina 28255
1-800-653-9427
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Nations Reserves ("Reserves") and the Board
of Trustees of Nations Annuity Trust ("Annuity Trust") at special meetings of
shareholders of Nations International Equity Fund, Nations Emerging Markets
Fund and Nations (Annuity Trust) International Growth Portfolio (each, a "Fund"
and collectively, the "Funds"). The Board of Trustees of Reserves and the Board
of Trustees of Annuity Trust are sometimes collectively referred to as the
"Boards." The special meetings and any adjournment(s) are referred to as the
"Meetings." The Meetings have been called to consider the following proposals:
For Nations International Equity Fund Shareholders:
ITEM 1. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on March
6, 2000 and ending on May 15, 2000.
ITEM 2. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 15,
2000 and ending on May 31, 2000.
ITEM 3. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 31,
2000 and ending on the date shareholders approve a definitive agreement
(or, if a definitive agreement is not approved, on May 30, 2001).
ITEM 4. Approval of a definitive investment sub-advisory agreement with
Gartmore Global Partners.
ITEM 5. Such other business as may properly come before the Meeting or any
adjournment(s).
For Nations Emerging Markets Fund Shareholders:
ITEM 1. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on March
6, 2000 and ending on May 15, 2000.
ITEM 2. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 15,
2000 and ending on May 31, 2000.
ITEM 3. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 31,
2000 and ending on the date shareholders approve a definitive agreement
(or, if a definitive agreement is not approved, on May 30, 2001).
ITEM 4. Approval of a definitive investment sub-advisory agreement with
Gartmore Global Partners.
ITEM 5. Such other business as may properly come before the Meeting or any
adjournment(s).
<PAGE>
For Nations (Annuity Trust) International Growth Portfolio Shareholders:
ITEM 1. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on March
6, 2000 and ending on May 15, 2000.
ITEM 2. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 15,
2000 and ending on May 31, 2000.
ITEM 3. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on May 31,
2000 and ending on the date shareholders approve a definitive agreement
(or, if a definitive agreement is not approved, on May 30, 2001).
ITEM 4. Approval of a definitive investment sub-advisory agreement with
Gartmore Global Partners.
ITEM 5. Authorization for Nations (Annuity Trust) International Growth
Portfolio to convert to a feeder fund in a master/feeder structure.
ITEM 6. Such other business as may properly come before the Meeting or any
adjournment(s).
Additional information about the Funds is available in their:
o Prospectuses;
o Statements of Additional Information, or SAIs; and
o Annual Reports to shareholders.
All of this information is in documents filed with the Securities and
Exchange Commission (the "SEC"). The annual reports to shareholders for the
fiscal year ended March 31, 2000 for Reserves and December 31, 1999 for Annuity
Trust have previously been mailed to shareholders. Additional copies are
available without charge by writing the address given above or by calling
1-800-321-7854. Documents also are available on the website of the SEC at
www.sec.gov.
It is expected that this Proxy will be mailed to shareholders on or about
June 15, 2000.
APPROVAL OF THE SUB-ADVISORY AGREEMENTS
Overview
The investment sub-adviser that manages the Funds on a day-to-day basis is
Gartmore Global Partners ("Gartmore"). As described below in more detail,
Gartmore has recently experienced three changes in ownership. These changes
relate only to the ownership of Gartmore or Gartmore's parent companies and
have not resulted, and are not expected to result, in any significant change in
the Gartmore personnel who manage the Funds or in the way that the Funds are
managed.
The Investment Company Act of 1940, as amended (the "1940 Act") requires
that shareholders approve a mutual fund's investment sub-advisory contract. In
order to protect investors, the 1940 Act also requires that any time an
investment sub-adviser undergoes a change in ownership or control, the
investment sub-advisory agree-
2
<PAGE>
ment is automatically terminated. Shareholders must then approve a new
agreement in order for the fund to continue to receive contractual sub-advisory
services. In order to ensure that a fund is not left without contractual
sub-advisory services after the termination of a sub-advisory agreement, but
before shareholders can approve the new agreement, the 1940 Act allows a mutual
fund's board of directors to approve and put into place an interim investment
sub-advisory agreement, subject to certain conditions.
On March 6, 2000, May 15, 2000 and May 31, 2000, Gartmore underwent
separate changes in ownership. The first two changes led to The Royal Bank of
Scotland Group plc ("RBS") becoming the indirect parent of Gartmore. The third
and last change led to Nationwide Mutual Insurance Company ("Nationwide")
becoming the indirect parent of Gartmore. These changes were the types of
changes that could be deemed to have caused the termination of the then current
investment sub-advisory agreement that each Fund had in place with Gartmore.
Accordingly, interim investment sub-advisory agreements ("Interim Agreements")
were approved by the Boards and put in place, as described below in more
detail, and Fund shareholders are now being asked to approve and ratify each
applicable Interim Agreement.
Each Interim Agreement is substantially similar to the corresponding
investment sub-advisory agreement previously approved by Fund shareholders
(each, a "Previous Agreement" and collectively, the "Previous Agreements"),
except with respect to certain differences required by federal securities laws
that are explained below, and also except with respect to the fact that the
investment sub-advisory fee rates payable under the second and third Interim
Agreements are lower than those payable under both the first Interim Agreements
and the Previous Agreements.
Fund shareholders also are being solicited on a proposed new investment
sub-advisory agreement (each, a "Definitive Agreement" and collectively, the
"Definitive Agreements") for their Fund. If approved by shareholders, each
Definitive Agreement will be the contract that governs the sub-advisory
relationship with Gartmore after the Meetings. The Definitive Agreements are
different in form than the Interim Agreements, although the basic array of
sub-advisory services that Gartmore is required to provide under the Definitive
Agreements is largely unchanged from that which Gartmore provides currently
under the Interim Agreements. Additionally, the investment sub-advisory fee
rates payable under the Definitive Agreements are the same as those payable
under the second and third Interim Agreements.
It is important to note that the changes in Gartmore's ownership and the
related Interim and Definitive Agreements will not result in any change to the
aggregate advisory fees payable by each Fund.
3
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Special Note for Nations International Equity Fund Shareholders Only
Shareholders of Nations International Equity Fund may recall that the Fund
is a "feeder" fund in a master/feeder structure where Nations International
Equity Master Portfolio of Nations Master Investment Trust serves as the
"master" portfolio (the "Master Portfolio"). Because the assets of the Fund
are invested in the Master Portfolio, investment advisory and sub-advisory
services are provided at the Master Portfolio level. Therefore, the Interim
Agreements and Definitive Agreement affecting this Fund are not contracts with
the Fund directly but rather with the Master Portfolio. As an interestholder
in the Master Portfolio, the Fund will "pass-through" the vote of Fund
shareholders obtained via this proxy solicitation, and will vote its interests
in the Master Portfolio in the same proportion as Fund shareholders vote.
In addition, in order to avoid confusion of terms, throughout this Proxy
Statement, the terms Nations International Equity Fund and Master Portfolio
(or Nations International Equity Master Portfolio) are sometimes used
interchangeably.
THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE TO APPROVE EACH
INTERIM AGREEMENT AND DEFINITIVE AGREEMENT APPLICABLE TO THEIR FUND.
Transaction 1 and the Interim 1 Agreements
As of March 6, 2000, Gartmore was a joint venture, structured as a 50/50
general partnership between NB Partner Corp. and Gartmore U.S. Limited. As of
that date, NB Partner Corp. was a wholly-owned subsidiary of Bank of America
Corporation and Gartmore U.S. Limited was an indirect wholly-owned subsidiary
of Asset Management Holdings plc ("AMH").
Until March 6, 2000, AMH was a wholly-owned subsidiary of National
Westminster Bank plc ("NatWest"), which was owned by public shareholders. On
that date, RBS acquired NatWest in a tender-offer transaction ("Transaction
1"). As a result of Transaction 1, RBS acquired indirect ownership of 50% of
Gartmore. Accordingly, Transaction 1 was treated as a "change in control" of
Gartmore, which effected an assignment and termination of the Previous
Agreements.
The Previous Agreement for Nations International Equity Master Portfolio
was last approved by shareholders on August 20, 1999. Under that Previous
Agreement, BAAI paid Gartmore at an annual rate of 0.70% of the average daily
net assets of the Fund. The Previous Agreement for Nations Emerging Markets
Fund was last approved by shareholders on August 20, 1999. Under that Previous
Agreement, BAAI paid Gartmore at an annual rate of 0.85% of the average daily
net assets of the Fund. The Previous Agreement for Nations International Growth
Portfolio was last approved by shareholders at a meeting held on February 25,
1998. Under that Previous Agreement, BAAI paid Gartmore at an annual rate of
0.70% of the average daily net assets of the Fund.
Rule 15a-4 under the 1940 Act allows a mutual fund's board of directors to
approve and put into place an interim investment sub-advisory agreement,
subject to certain conditions. On March 3, 2000, the Board of Trustees of
Reserves and the Board of Trustees of Annuity Trust approved an interim
agreement among Banc of America Advisors, Inc. ("BAAI"), the investment adviser
to the Funds, Gartmore and Reserves or Annuity Trust (as applicable), on behalf
of each Fund (the "Interim 1 Agreements"). In accordance with the terms of Rule
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15a-4, the Interim 1 Agreements (i) do not provide for any increase in the
compensation to be received by Gartmore from that provided in corresponding
Previous Agreements; (ii) provide that the Boards, or a majority of the Funds'
outstanding shares, may terminate the Interim 1 Agreements at any time, without
payment of any penalty, on not more than ten (10) days written notice to
Gartmore; (iii) contain the same terms and conditions as the corresponding
Previous Agreements, except for required exceptions; and (iv) provide that
compensation earned by Gartmore under the Interim 1 Agreements be held in an
interest-bearing escrow account to be paid to Gartmore only if the shareholders
of the applicable Fund ratify their Fund's Interim 1 Agreement, and that if
shareholders do not ratify such Interim 1 Agreement, Gartmore shall be entitled
to a portion of such compensation that equals its costs incurred in providing
services under that Interim 1 Agreement (plus interest earned on that amount
while in escrow). The investment sub-advisory fee rates payable to Gartmore
under the Interim 1 Agreements are at the following rates: an annual rate of
0.70% of the average daily net assets of each Fund, except Nations Emerging
Markets Fund, for which the annual rate is 0.85% of that Fund's average daily
net assets. These rates are the same as those payable under the corresponding
Previous Agreements. The term of the Interim 1 Agreements is from March 6, 2000
through May 15, 2000.
Transaction 2 and the Interim 2 Agreements; and Transaction 3 and the Interim 3
Agreements
Prior to the closing of Transaction 1, RBS expressed interest in selling
the entire Gartmore advisory business to a third-party. Subsequently, Gartmore
U.S. Limited and NB Partner Corp. entered into an agreement whereby NB Partner
Corp. agreed to transfer its 50% interest in Gartmore to Gartmore Securities
Limited ("Transaction 2"). Transaction 2 resulted in AMH indirectly owning 100%
of Gartmore; accordingly, a sale of AMH by RBS would convey the entire Gartmore
advisory business to the buyer. Following Transaction 2, Bank of America
Corporation no longer held any direct or indirect interest in Gartmore. On
March 30, 2000, RBS announced the sale of AMH to Nationwide ("Transaction 3").
Consequently, upon the closing of Transaction 3, Nationwide indirectly owned
100% of Gartmore. Transaction 2 closed on May 15, 2000 and Transaction 3 closed
on May 31, 2000.
At special meetings held on April 26, 2000, the Boards approved an interim
agreement among BAAI, Gartmore and Reserves or Annuity Trust (as applicable),
on behalf of each Fund ("Interim 2 Agreements") in connection with Transaction
2, and an interim agreement among BAAI, Gartmore and Reserves or Annuity Trust
(as applicable), on behalf of each Fund ("Interim 3 Agreements") in connection
with Transaction 3, in accordance with the terms of Rule 15a-4, even though the
Previous Agreements had already been terminated by Transaction 1.
The Interim 2 Agreements and Interim 3 Agreements are identical in all
material respects to their corresponding Interim 1 Agreements except for their
effective dates, termination dates and sub-advisory fee rates. The investment
sub-advisory fee rates payable to Gartmore under the Interim 2 Agreements and
Interim 3 Agreements are at the following annual rates, all of which are less
than the rates payable under the corresponding Previous Agreement and Interim 1
Agreement: (i) for Nations International Equity Master Portfolio -- 0.65% of
the first $60,000,000 of the Master Portfolio's average daily net assets; plus,
0.55% of the next $130,000,000 of the Master Portfolio's average daily net
assets; plus 0.45% of the next $200,000,000 of the Master Portfolio's average
daily net assets; plus 0.40% of the Master Portfolio's average daily net assets
in excess of $390,000,000; (ii) for Nations Emerging Markets Fund -- 0.66% of
the average daily net assets of the Fund; and (iii) for Nations International
Growth Portfolio -- 0.54% of the average daily net assets of the Fund.
5
<PAGE>
The term of each Interim 2 Agreement is from May 15, 2000 through May 31,
2000, and the term of each Interim 3 Agreement is from May 31, 2000 through the
date that Fund shareholders approve a Definitive Agreement (or, if a Definitive
Agreement is not approved, through May 30, 2001 and continuing indefinitely
thereafter so long as the Boards approve it annually).
The Definitive Agreements
At the same special meetings held on April 26, 2000, the Boards also
approved the Definitive Agreements. The Definitive Agreements are based on a
new uniform form of agreement that the entire Nations Funds complex is in the
process of implementing. Accordingly, each Definitive Agreement will be
different in form than its corresponding Previous Agreement and Interim
Agreements, although the scope and type of services under each Definitive
Agreement are substantially the same as those provided under the corresponding
Interim Agreements and Previous Agreements.
This new form of agreement is more efficient for the Funds and BAAI to
utilize because of its standardization. In addition, the Definitive Agreements
benefit the Funds by providing for the indemnification of the Funds by Gartmore
under certain circumstances. Specifically, Gartmore agrees to hold the Funds
harmless from any and all direct or indirect claims, losses, liabilities or
damages resulting from (i) a breach of fiduciary duty with respect to the
receipt of compensation for services, (ii) from willful misfeasance, bad faith
or negligence on the part of Gartmore or any of its officers, directors,
employees or agents in connection with their duties under the Definitive
Agreements, (iii) from reckless disregard by Gartmore or its officers,
directors, employees or agents of any of their obligations and duties under the
Definitive Agreements, or (iv) from any violations of federal or state
securities laws, rules, regulations, statutes and codes by Gartmore or any of
its officers, directors, employees or agents. The indemnity provided by
Gartmore does not apply to the extent that any loss is caused by the breach of
duty, misfeasance, bad faith or negligence on the part of the Fund or BAAI. In
an attempt to further protect the Funds, the Definitive Agreements require
Gartmore to maintain a blanket bond and professional liability insurance in an
amount reasonably acceptable to BAAI.
The Definitive Agreements contain additional provisions that are intended
to ensure continued consistency in the services provided to the Funds. For
example, if Gartmore becomes aware of any event or occurrence that could have a
material impact on the performance of its duties, the Definitive Agreements
require Gartmore to provide notice of such event to BAAI and the Funds. This
will enable the Funds and BAAI to avoid any interruptions in the sub-advisory
services provided to the Funds that might result from events beyond the control
of the Funds.
The investment sub-advisory fee rates payable to Gartmore under the
Definitive Agreements are at the same rates shown above for the Interim 2
Agreements and Interim 3 Agreements. The term of the Definitive Agreements will
be two years beginning on the date that they are approved by shareholders and
may continue in effect indefinitely after that initial two year period so long
as the relevant Board approves them annually thereafter.
6
<PAGE>
Board Consideration
At in-person meetings held on March 3, 2000, the Boards considered matters
relating to Transaction 1 and approved the Interim 1 Agreements. Such approvals
were made by the Boards, including a majority of the Trustees who were not
parties to the Interim 1 Agreements or "interested persons," as such term is
defined under Section 2(a)(19) of the 1940 Act, of any party to such
Agreements. Specifically, the Boards determined that the compensation payable
under the Interim 1 Agreements was fair and reasonable and did not reflect an
increase in compensation from the corresponding Previous Agreements. The Boards
also determined that the scope and quality of services to be provided to the
Funds under the Interim 1 Agreements would be at least equivalent to the scope
and quality of services provided under the corresponding Previous Agreements.
At in-person meetings held on April 26, 2000, the Boards considered
matters relating to Transactions 2 and 3 and approved the Interim 2 Agreements,
Interim 3 Agreements and Definitive Agreements. Such approvals were made by the
Boards, including a majority of the Trustees who were not parties to such
Interim Agreements or Definitive Agreements or "interested persons," as such
term is defined under Section 2(a)(19) of the 1940 Act, of any party to such
Agreements. Specifically, the Boards determined that the compensation payable
under the Interim 2 Agreements, Interim 3 Agreements and Definitive Agreements
was fair and reasonable and did not reflect an increase in compensation from
the corresponding Interim 1 Agreements. The Boards also determined that the
scope and quality of services to be provided to the Funds under the Interim 2
Agreements, Interim 3 Agreements and Definitive Agreements would be at least
equivalent to the scope and quality of services provided under the Interim 1
Agreements. The Boards also noted that the Definitive Agreements were based on
a new uniform form of agreement that the entire Nations Funds complex was in
the process of implementing. In this regard, the Boards determined that this
new form of agreement would be more efficient for the Funds and BAAI to utilize
because of its standardization. Accordingly, the Boards determined that while
each Definitive Agreement will be different in form than its corresponding
Previous Agreement and Interim Agreements, the scope and type of services
contemplated under each Definitive Agreement are substantially the same as
those provided under the corresponding Interim Agreements and Previous
Agreement.
With respect to the Master Portfolio, these same determinations and
approvals were made by the Board of Trustees of Nations Master Investment
Trust.
Information Regarding Gartmore
Gartmore is registered as an investment adviser under the Investment
Advisers Act of 1940, with principal offices at Gartmore House, 8 Fenchurch
Place, London EC3M 4PH England. It currently serves as investment sub-adviser
to the Funds pursuant to the Interim 3 Agreements.
Under the Interim 1 Agreements, Gartmore's indirect parents were Bank of
America Corporation and RBS. Bank of America Corporation is a Delaware
financial holding company that provides banking and non-banking financial
services and products through various subsidiaries. Its subsidiary Bank of
America, N.A. ("Bank of America") is the nations largest banking institution.
Under the Interim 2 Agreements, Gartmore's indirect parent was RBS. RBS is
a publicly owned company with its registered office at 36 St. Andrew Square,
Edinburgh EH2 2YB, Scotland, which provides banking, insurance, and related
financial services with a core market in the United Kingdom, but is also active
in Europe and the north-eastern United States.
7
<PAGE>
Under the Interim 3 Agreements, Gartmore's indirect parent is Nationwide.
Nationwide is an Ohio mutual insurance company with its principal executive
offices located at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide is
the controlling company of the Nationwide Insurance Enterprise, an insurance
and financial services organization (the "Enterprise"). In 1997, Nationwide had
$5.1 billion of net written premium. Nationwide is a party to the Nationwide
Intercompany Pooling Agreement (the "Nationwide Pooling Agreement") with 12
other property and casualty insurance companies within the Enterprise which
provides that Nationwide shares in a specified percentage of the combined
underwriting results and dividends to policyholders incurred by such companies
(the "Nationwide Pool"). The insurance companies comprising the Nationwide Pool
were the sixth largest property and casualty insurance group and were the
fourth largest automobile insurance group in the United States, with
approximately $8.4 billion in total net written premium at December 31, 1997
and approximately a 3.3% market share. Nationwide was originally chartered in
the State of Ohio in 1925 as the Farm Bureau Mutual Automobile Insurance
Company and it adopted its present name in 1955.
The principal executive officers of Gartmore are listed below.
<TABLE>
<CAPTION>
Name and Address Position at Gartmore Principal Occupation
--------------------------------- ----------------------------- ------------------------------------
<S> <C> <C>
Chris Russell Director Director and Head of Overseas
8 Fenchurch Place, London EC3M Businesses, Gartmore
4PH, England Investment Management plc
Peter Chambers Director Director and Chief Investment
8 Fenchurch Place, London EC3M Officer, Gartmore Investment
4PH, England Management plc
Stephen Watson Chief Investment Officer Chief Investment Officer of
8 Fenchurch Place, London EC3M Gartmore
4PH, England
Dick Hoag Managing Director, Business Managing Director, Business
335 Madison Avenue, New York, Development Development of Gartmore
NY 10017
James Donatell Director Executive Vice President, Sales and
1200 River Road, Conshohocken, Distribution,
PA 19428 Villanova Capital
</TABLE>
The aggregate amount paid to Gartmore by BAAI for each Fund for the period
April 1, 1999 through March 31, 2000 was as follows: $2,194,329 for Nations
International Equity Master Portfolio; $102,346 for Nations Emerging Markets
Fund and, for the period January 1, 1999 through December 31, 1999, $1,205,459
for Nations International Growth Portfolio. The aggregate amount paid to
Gartmore by BAAI for all of the mutual funds in the Nations Funds family for
the period April 1, 1999 through March 31, 2000 was $3,502,134.
Gartmore also serves as investment sub-adviser to one other international
portfolio in the Nations Funds family: Nations International Growth Fund. For
services provided pursuant to its investment sub-advisory agreement, BAAI pays
Gartmore sub-advisory fees, computed daily and paid monthly, at the annual rate
of 0.54% of the average daily net assets of such fund. As of March 31, 2000,
Nations International Growth Fund had assets of $119,727,924. Shareholders of
Nations International Growth Fund are being solicited separately to approve
8
<PAGE>
similar interim investment sub-advisory agreements and also a reorganization of
that fund into Nations International Equity Fund.
For the fiscal year ended March 31, 2000 for Reserves and for the fiscal
year ended December 31, 1999 for Annuity Trust, Gartmore waived or otherwise
reduced its compensation entitled to it for providing investment sub-advisory
services to the Funds in an amount equal to $223,593.
James B. Sommers, a trustee of Reserves and Annuity Trust, owns shares of
Bank of America Corporation. No other officer or trustee of Reserves, Annuity
Trust or Nations Master Investment Trust is an officer, employee, director,
general partner or shareholder of BAAI, Gartmore or any of their affiliates.
Other Information
BAAI serves as the Funds' investment adviser, except for Nations
International Equity Fund, whose investment advisory services are provided at
the Master Portfolio level. BAAI also serves as the Funds' co-administrator.
Its address is 101 South Tryon Street, Charlotte, North Carolina 28255.
Stephens Inc. serves as the Funds' principal underwriter and co-administrator.
Its address is 111 Center Street, Little Rock, Arkansas 72201.
FOR NATIONS (ANNUITY TRUST) INTERNATIONAL GROWTH PORTFOLIO
SHAREHOLDERS ONLY -- AUTHORIZATION OF THE FUND
TO CONVERT TO A MASTER/FEEDER STRUCTURE
Overview of the Proposal
The Nations (Annuity Trust) International Growth Portfolio currently is a
stand-alone mutual fund -- that is to say, it invests directly in a portfolio
of securities. In contrast, a "feeder" fund in a master/feeder structure is a
mutual fund that does not invest directly in a portfolio of securities but
rather invests all of its assets in another mutual fund called a master
portfolio, which has an identical investment objective and principal investment
strategies. As detailed below, a master/feeder structure can be used to pool
assets from multiple feeders into a larger master portfolio which can be
managed more efficiently. The Nations (Annuity Trust) International Growth
Portfolio may decide to convert to a feeder fund in the future, and
accordingly, Fund shareholders are being asked now to authorize the Fund to do
so at some future date. If shareholder approval is obtained, there is no
guarantee that the Fund would exercise such authority within a specific period
of time or even exercise the authority at all. Nevertheless, if the Fund did
convert to a feeder fund, Fund shareholders would not be re-solicited but would
be made aware of the change by a supplement to the Fund's prospectus.
THE BOARD OF NATIONS ANNUITY TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO
AUTHORIZE NATIONS (ANNUITY TRUST) INTERNATIONAL GROWTH PORTFOLIO TO CONVERT TO
A FEEDER FUND IN A MASTER/FEEDER STRUCTURE.
Board Consideration
At an in-person meeting held on March 3, 2000, the Board of Trustees of
Annuity Trust considered the matter of authorizing Nations (Annuity Trust)
International Growth Portfolio to convert to a feeder fund in a master/feeder
structure. Noting the potential advantages and disadvantages and various
aspects of a master/feeder structure, the Board approved such authorization.
The Board also noted that prior to any actual conversion into a
9
<PAGE>
master/feeder structure, the Board would at such time have to determine that
such a conversion would be in the best interest of the Fund and its
shareholders.
Master/Feeder Structures
One potential advantage of a master/feeder structure is that feeder funds
investing in the same master portfolio can reduce their expenses through
sharing the costs of managing a larger combined pool of assets. Another
potential advantage of such a structure is that the master portfolio may have
opportunities to pursue other distribution channels -- such as insurance
company separate accounts -- that may not otherwise be available to the same
extent as stand-alone mutual funds. Typically, a feeder in a master portfolio
has an investment objective, principal investment strategies and principal
investment risks that are identical to that of the master portfolio.
Feeders in a master portfolio typically invest on the same terms and
conditions and pay a proportionate share of the master portfolio's expenses,
although such expenses and fees are reflected in the total operating expense
ratios that are shown in a fund's prospectus. However, all feeder funds in a
master portfolio are not required to sell their shares at the same offering
price and may sell shares with different sales loads and on-going
administrative and other expenses. Therefore, one feeder fund's shareholders
may have different returns than shareholders in another feeder fund that all
invest in the same master portfolio.
If the Fund were to convert to a feeder fund, it could subsequently
withdraw its entire investment from a master portfolio and once again become a
stand-alone Fund if the Board of Trustees of Annuity Trust determines that such
course is in the best interests of the Fund to do so. Also, other investors
(e.g., other feeder funds) in a master portfolio may similarly withdraw their
investment at any time. The Fund might withdraw, for example, if the master
portfolio changed its investment objective, policies and limitations in a
manner unacceptable to the Board of Trustees of Annuity Trust. A withdrawal
could result in a distribution in kind of portfolio securities (as opposed to a
cash distribution) by the master portfolio to the Fund. That distribution could
result in a less diversified portfolio of investments for the Fund and could
adversely affect the liquidity of the Fund's investment portfolio. In addition,
if securities were distributed, the Fund generally would incur brokerage
commissions, capital gains or losses, and/or other charges in converting the
securities to cash. This could result in a lower net asset value of a
shareholder's shares and/or certain adverse tax consequences for a shareholder.
None of the Fund's fundamental or non-fundamental policies currently
prohibit the Fund from converting to a master/feeder structure. Accordingly,
the Board could convert the Fund to a master/feeder structure without seeking
shareholder authorization. Nevertheless, the Board has decided to seek
shareholder authorization of the possible future change in order to confirm its
authority to do so, and to ensure that shareholder support exists. Among other
things, shareholder authorization will ensure that the Board can convert the
Fund without incurring the cost of a future proxy solicitation, even if certain
features or service providers of the master portfolio differ from those of the
Fund. The differences are likely to be relatively insignificant from a
shareholder's perspective. In addition, overall fee levels are unlikely to
increase as a result of such a conversion. Even if fees do increase, the Board
is not required to and may not solicit Fund shareholders on a specific proposal
at that time. For example, a master portfolio may use a different custodian or
may have a different compensation arrangement for its fund accountant. It is
possible that more significant differences (e.g., a different
advisory/sub-advisory arrangement or different fundamental investment policies)
are presented. In no event will the Board of Annuity Trust approve a conversion
unless it concludes that such conversion would be in the best interest of the
10
<PAGE>
Fund and its shareholders at the time and in light of all of the circumstances
presented. Additionally, even if the differences are sufficiently significant
that the Board concludes that a proposed conversion would fundamentally alter
the investment characteristics of the Fund, the Board is not required to and
may not solicit Fund shareholders on a specific proposal at that time. At a
minimum, the details of any change will be provided at the time via a
supplement or update to the Fund's prospectus.
If the Fund were to convert to a feeder fund, it would be an
interestholder in the master portfolio. This means that any matter upon which
all interestholders of the master portfolio would be entitled to vote (for
example, a new investment advisory contract) would be voted upon by each feeder
fund to the master portfolio. In determining how to vote its interests, the
Fund might either (a) submit the matter to its shareholders and vote its
interests in the same proportion as its shareholders vote, or (b) vote its
interests in the same proportion as other interests are voted.
Taxation of a Master/Feeder Structure
A master portfolio typically is treated as a partnership for federal
income tax purposes rather than as a regulated investment company or a
corporation under the Internal Revenue Code of 1986, as amended (the "Code").
Under the rules applicable to a partnership, a proportionate share of any
interest, dividends, gains and losses of the master portfolio will be deemed to
have been realized (i.e., "passed-through") to its interest holders, regardless
of whether any amounts are actually distributed by the master portfolio. Each
interestholder in the master portfolio, would be taxed on its share (as
determined in accordance with the governing instruments of the master
portfolio, the Code and applicable U.S. Treasury Regulations promulgated
thereunder) of the master portfolio's income and gains in determining such
holder's taxable income. It is intended that the master portfolio's assets,
income and distributions will be managed in such a way that an interestholder
in the master portfolio will be able to qualify as a regulated investment
company.
Shares of the Fund are only offered to shareholders through a variable
annuity contract or variable insurance policy of a participating insurance
company. As discussed in the prospectus for such variable annuity contract or
variable insurance policy, the contract or policy may qualify for favorable tax
treatment. As long as the variable annuity contract or variable insurance
policy maintains favorable tax treatment, shareholders will only be taxed on
their investment in the Fund through such contract or policy, regardless of the
transfer of Fund shares or the Fund's distributions of net investment income
and realized capital gains. In order to qualify for such treatment, among other
things, the "separate accounts" of participating insurance companies, which
maintain and invest net proceeds from the variable annuity contracts and
variable insurance policies, must be "adequately diversified." The Fund intends
to operate in such a manner so that a separate account investing in Fund shares
on behalf of a holder of a variable annuity contract or variable insurance
policy will be "adequately diversified." If the Fund were to convert to a
master/feeder structure, the Master Portfolio similarly would intend to be
"adequately diversified."
11
<PAGE>
VOTING MATTERS
General Information
This Proxy Statement is being furnished in connection with the
solicitation of proxies for the Meetings by the Boards. It is expected that the
solicitation of proxies will be primarily by mail. Officers and service
contractors of Reserves and Annuity Trust also may solicit proxies by telephone
or otherwise. In this connection, each has retained ADP Proxy Services to
assist in the solicitation of proxies. Shareholders may submit their proxy: (1)
by mail, by marking, signing, dating and returning the enclosed proxy ballot(s)
in the enclosed postage-paid envelope; (2) by fax, by marking, signing, dating
and faxing the enclosed proxy ballot(s) to ADP Proxy Services at (704)
388-2641; (3) by phone at (800) 690-6903; or 4) by on-line voting at
www.proxyvote.com. Any shareholder submitting a proxy may revoke it at any time
before it is exercised at the Meetings by submitting to Reserves or Annuity
Trust, as applicable, a written notice of revocation addressed to Reserves or
Annuity Trust, as applicable, at the address shown on the cover page of this
Proxy Statement, or a subsequently executed proxy or by attending the Meetings
and voting in person.
Any expenses incurred as a result of hiring ADP Proxy Services or any
other proxy solicitation agent will be borne by BAAI, Gartmore and/or their
affiliates.
Only shareholders of record at the close of business on June 5, 2000 will
be entitled to vote at the Meetings. On that date, 63,749,860 shares of Nations
International Equity Fund, 4,335,302 shares of Nations Emerging Markets Fund
and 6,856,583 shares of Nations International Growth Portfolio were outstanding
and entitled to be voted. Each whole and fractional share of a Fund is entitled
to a whole or fractional vote.
If the accompanying proxy ballot(s) is executed and returned in time for
the Meetings, the shares covered thereby will be voted in accordance with the
proxy on all matters that may properly come before the Meetings.
Special Note for Shareholders of Nations (Annuity Trust)
International Growth Portfolio
The Hartford Life Insurance Company ("The Hartford") is the legal owner of
all Fund shares held in the separate account, which is registered as a unit
investment trust under the 1940 Act and where The Hartford sets aside and
invests the assets of certain of its annuity contracts. Accordingly, The
Hartford has the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, The Hartford will:
(i) notify each annuity contract owner ("Owner") of the Meeting if the shares
held for that Owner's contract may be voted; (ii) send proxy materials and a
form of instructions that each Owner can use to tell The Hartford how to vote
the Fund shares held for such contract; (iii) arrange for the handling and
tallying of proxies received from Owners; (iv) vote all Fund shares
attributable to such Owner's contract according to instructions received from
such Owner, and (iv) vote all Fund shares for which no voting instructions are
received in the same proportion as shares for which instructions have been
received.
12
<PAGE>
Quorum
A quorum is constituted with respect to Nations International Equity Fund
and Nations Emerging Markets Fund by the presence in person or by proxy of the
holders of more than one-half of the outstanding shares of each Fund entitled
to vote at their Meetings. A quorum is constituted with respect to Nations
International Growth Portfolio by the presence in person or by proxy of the
holders of more than one-third of the outstanding shares of the Fund entitled
to vote at its Meeting.
For purposes of determining the presence of a quorum for transacting
business at the Meetings, abstentions will be treated as shares that are
present at the Meetings but which have not been voted. Accordingly, abstentions
will have the effect of a "no" vote for purposes of obtaining the requisite
approvals of the Interim Agreements and the Definitive Agreements. Broker
"non-votes" (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owners or other
persons entitled to vote shares on a particular matter with respect to which
the brokers or nominees do not have discretionary power) will be treated the
same as abstentions.
In the event that a quorum is not present for any of the Meetings, or in
the event that a quorum is present at such Meetings but sufficient votes to
approve any proposed item are not received by a Fund, one or more
adjournment(s) may be proposed to permit further solicitation of proxies. Any
such adjournment(s) will require the affirmative vote of a majority of those
shares affected by the adjournment(s) that are represented at the Meetings in
person or by proxy. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR the particular proposal
for which a quorum exists in favor of such adjournment(s), and will vote those
proxies required to be voted AGAINST such proposal against any adjournment(s).
Shareholder Approval
The Interim Agreements and the Definitive Agreements are being submitted
for approval at the Meetings by each Fund's shareholders pursuant to the
respective charter documents of each of Reserves and Annuity Trust, and were
unanimously approved by the Boards at meetings held on March 3, 2000 and April
26, 2000. The 1940 Act requires that each Interim Agreement and Definitive
Agreement must be approved by a "majority of the outstanding shares" of a Fund.
The 1940 Act defines the term "majority of the outstanding shares" to mean the
lesser of: (i) 67% or more of the shares of the Fund present at the Meeting if
the holders of more than 50% of the outstanding shares of the Fund are present;
or (ii) more than 50% of the outstanding shares of the Fund.
If an Interim Agreement is not approved by shareholders, Gartmore would be
entitled to receive for the period covered by such Interim Agreement a portion
of such compensation that equals its costs incurred in providing services under
the Interim Agreement (plus interest earned on that amount while in escrow). If
neither the Interim 3 Agreement nor a Definitive Agreement is approved for a
Fund, the relevant Board will consider what further action is appropriate.
With respect to the proposal relating to Nations (Annuity Trust)
International Growth Portfolio's authority to convert to a feeder fund in a
master/feeder structure, such proposal shall be deemed approved by shareholders
if a majority of shares voted at the Meeting vote to approve the item.
13
<PAGE>
Principal Shareholders
The table below shows the name, address and share ownership of each person
known to Reserves and/or Annuity Trust to have ownership with respect to 5% or
more of a class of a Fund as of June 5, 2000. Each shareholder is known to own
as of record the shares indicated below. Any shareholder known to Reserves
and/or Annuity Trust to own such shares beneficially is designated by an
asterisk.
<TABLE>
<CAPTION>
Class; Amount of Percentage Percentage
Fund Name and Address Shares Owned of Class of Fund
-------------------------- --------------------------------- ------------------ ------------ -----------
<S> <C> <C> <C> <C>
Nations Emerging Markets The Antioch Fund Investor A; 11.78% 0.54%
Fund C/O CPTR, LLC 22,692.890
30 Tower Lane
Avon, CT 06001
Charles Schwab & Co, Inc. Investor A; 9.84% 0.45%
Special Custody Account 18,942.810
For Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Fransisco, CA 94104
Dean Witter Reynolds Investor C; 20.15% 0.00%
CUST For 1,567.538
Susan C Ragland
PO Box 250 Church Street Station
New York, NY 1008-0250
Dean Witter Reynolds Investor C; 20.12% 0.00%
CUST For 1,565.245
George A Ragland
PO Box 250 Church Street Station
New York, NY 1008-0250
MLPF&S For the Sole Investor C; 9.32% 0.00%
Benefit of its Customers 725.000
Attn: Service Team
4800 Deer Lake Drive, East
3rd Floor
Jacksonville, FL 32246
NFSC FEBO W17-648345 Investor C; 7.72% 0.00%
NFSC/FMTC IRA 600.743
FBO Carroll L Terrell
6502 Woodrow Terr
Richmond, VA 23228
William D Ratliff III Investor C; 5.29% 0.00%
201 Main Street Suite 2200 411.221
Fort Worth, TX 76102
Bank of America, NA Primary A; 97.88% 88.07%
Attn: Tony Farrer 3,692,358.629
1401 Elm Street 11th Floor
Dallas, TX 75202-2911
Stephens, Inc. Primary B; 100.00% 0.00%
Attn: Cindy Cole 2.432
111 Center Street
Little Rock, AR 72201
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Class; Amount of Percentage Percentage
Fund Name and Address Shares Owned of Class of Fund
------------------------------ -------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
Nations International Equity Bank of America, NA Investor A; 9.30% 0.55%
Fund Attn: Tony Farrer 353,089.225
1401 Elm Street 11th Floor
Dallas, TX 75202-2911
Mellon Bank NA TTEE Investor A; 8.91% 0.52%
SMM Trust 1999-J 338,056.976
U/A DTD 12/8/99
429 SM Blvd #470
Santa Monica, CA 90401
Oasis Capital Management Investor A; 5.91% 0.35%
Operations 224,391.838
4111 East 37th St, N
Wichita, KS 67220
H Grayson Mitchell Jr. and Investor C; 12.71% 0.00%
John Rawls, TTEE FBO 9,724.459
Grayson Mitchell Inc. 401K Plan
PO Box 128
Emporia, VA 23847
CA Porterfield & Rosalee Investor C; 9.97% 0.00%
Moxley & Frank Minton 7,624.908
TTEES FBO
Starmount Company
Employees Tax Deferred
Savings Plan
PO Box 10349
Greensboro, NC 27404-0349
E Larry Fonts TTE FBO Investor C; 9.15% 0.00%
Central Dallas Association 6,998.760
Profit Sharing Plan
1201 Elm Street Suite 5310
Dallas, TX 75270
Tatsushi T Kubo, Max W Investor C; 8.25% 0.00%
Dahlgren & John Dahlgren 6,314.813
TTEES FBO
Epic Products International
Corporation 401K Plan
PO Box 5808
Arlington, TX 76005-5808
BNY CUST IRA FBO Investor C; 7.82% 0.00%
Celestine A Thelen 5,982.371
8501 Manastash Rd
Ellensburg, WA 98926
CA Porterfield & Rosalee Investor C; 6.70% 0.00%
Moxley & Frank Minton 5,122.748
TTEES FBO
Starmount Company
Capital Accumulation Plan
PO Box 10349
Greensboro, NC 27404-0349
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Class; Amount of Percentage Percentage
Fund Name and Address Shares Owned of Class of Fund
------------------------------ --------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
Nations International Equity NFSC FEBO W17-662862 Investor C; 6.38% 0.00%
Fund (continued) NFSC/FMTC IRA Rollover 4,879.445
FBO Linda G Walker
7 Sally Street
Spartanburg, SC 29301
Donald R Atkins and David Investor C; 5.11% 0.00%
R Morgan TTEES 3,907.599
Lyndon Steel 401K Profit
Sharing Plan
1947 Union Cross Road
Winston-Salem, NC 27107
Bank of America, NA Primary A; 90.07% 81.80%
Attn: Tony Farrer 51,905,368.401
1401 Elm Street 11th Floor
Dallas, TX 75202-2911
Bank of America, NA Primary A; 5.48% 4.98%
TTEE NB 401K Plan 3,159,419.515
U/A DTD 01/01/1983
PO Box 2518/TX4-213-03-13
Houston, TX 77252-2518
Stephens, Inc. Primary B; 100.00% 0.00%
Attn: Cindy Cole 1.735
111 Center Street
Little Rock, AR 72201
</TABLE>
For purposes of the 1940 Act, any person who owns directly or through one
or more controlled companies more than 25% of the voting securities of a
company is presumed to "control" such company. Accordingly, to the extent that
a shareholder identified in the foregoing table is identified as the beneficial
holder of more than 25% of a class, or is identified as the holder of record of
more than 25% of a class and has voting and/or investment power, it may be
presumed to control such class. As of June 5, 2000, Bank of America had voting
control of 78.69% of the Emerging Markets Fund's outstanding shares and 84.49%
of the International Equity Fund's outstanding shares. Accordingly, the Bank of
America may be considered to "control" such Funds. The address of Bank of
America is: 1401 Elm Street, 11th Floor, Dallas, TX 75202-2911. Bank of
America's control is likely to increase the chance that the Funds' shareholders
will approve the proposed items.
As of June 5, 2000, the officers and Trustees of Reserves and Annuity
Trust, as a group, owned less than 1% of any class of a Fund.
Annual Meetings and Shareholder Meetings
Neither Reserves nor Annuity Trust presently hold annual meetings of
shareholders for the election of Trustees and other business unless otherwise
required by the 1940 Act.
16
<PAGE>
OTHER BUSINESS
The Boards know of no other business to be brought before the Meetings.
However, if any other matters properly come before the Meetings, it is the
intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to Reserves or Annuity Trust in
writing at the address, or by phone at the phone number, on the cover page of
this Proxy Statement.
* * *
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETINGS ARE REQUESTED
TO MARK, SIGN AND DATE THE ENCLOSED PROXY BALLOT(S) AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
SHAREHOLDERS ALSO MAY SUBMIT PROXIES BY FAX, TELEPHONE OR ON-LINE.
RESERVES AND/OR ANNUITY TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF
MARCH 31, 2000 ANNUAL REPORT FOR NATIONS EMERGING MARKETS FUND AND NATIONS
INTERNATIONAL EQUITY FUND, AND THE DECEMBER 31, 1999 ANNUAL REPORT FOR NATIONS
(ANNUITY TRUST) INTERNATIONAL GROWTH PORTFOLIO TO ANY SHAREHOLDER UPON REQUEST
ADDRESSED TO: NATIONS RESERVES OR NATIONS ANNUITY TRUST, ONE BANK OF AMERICA
PLAZA, 101 SOUTH TRYON STREET, CHARLOTTE, N.C. 28255 OR BY TELEPHONE AT
1-800-321-7854.
17
<PAGE>
Please fold and detach card at perforation before mailing
NATIONS INTERNATIONAL GROWTH PORTFOLIO
Special Meeting of Shareholders to be held on August 1, 2000
The undersigned hereby appoints Richard H. Blank and Carolyn Wyse (the
"Proxies"), and each of them, attorneys and proxies of the undersigned, each
with power of substitution and resubstitution, to attend, vote and act for the
undersigned at the Special Meeting of Shareholders of Nations International
Growth Portfolio (the "Fund") of Nations Annuity Trust ("Nations") to be held at
One Bank of America Plaza, 101 South Tryon Street, 33rd Floor, Charlotte, North
Carolina 28255, at 10:00 a.m. (Eastern time) on August 1, 2000, and at any
adjournment(s) thereof. The Proxies shall cast votes according to the number of
shares of the Fund which the undersigned may be entitled to vote with respect to
the proposals set forth on the reverse side, in accordance with the
specification indicated, if any, and shall have all the powers which the
undersigned would possess if personally present. The undersigned hereby revokes
any prior proxy to vote at such meeting, and hereby ratifies and confirms all
that said Proxies, or any of them, may lawfully do by virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED JUNE 15, 2000.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS ON BEHALF OF THE FUND AND
NATIONS. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, EITHER BY
THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY FAX (FRONT AND BACK) AT (704) 388-2641.
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Please sign above exactly as your
name(s) appear(s) hereon. Corporate
proxies should be signed in full
corporate name by an authorized
officer. Each joint owner should
sign personally. Fiduciaries should
give full titles as such.
<PAGE>
Please fold and detach card at perforation before mailing
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
ITEM 1. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on
March 6, 2000 and ending on May 15, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
ITEM 2. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on
May 15, 2000 and ending on May 31, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
ITEM 3. Ratification and approval of an interim investment sub-advisory
agreement with Gartmore Global Partners for the period beginning on
May 31, 2000 and ending on the date shareholders approve a definitive
agreement (or, if a definitive agreement is not approved, on May 30,
2001).
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
ITEM 4. Approval of a definitive investment sub-advisory agreement with
Gartmore Global Partners.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE>
Please fold and detach card at perforation before mailing
ITEM 5. Authorization for Nations International Growth Portfolio to
convert to a feeder fund in a master/feeder structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the Proxies, and each of them, are authorized to vote upon
any other business that may properly come before the meeting, or any
adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
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Signature Date
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Signature (Joint Owners)
