As filed with the Securities and Exchange Commission
on July 7, 2000
Registration No. 333-89661; 811-09645
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM N-1A*
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 3 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 4 [X]
(Check appropriate box or boxes)
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NATIONS FUNDS TRUST
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 321-7854
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis
Morrison & Foerster LLP & Frankel
2000 Pennsylvania Ave., N.W. 919 3rd Avenue
Suite 5500 New York, New York 10022
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant [X] on July 19, 2000 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.
* This post-effective amendment is being executed by the Trustees and principal
officers of Nations Master Investment Trust.
<PAGE>
EXPLANATORY NOTE
----------------
This Post-Effective Amendment No. 3 to the Registration Statement on Form
N-1A (the "Registration Statement") of Nations Funds Trust (the "Trust") is
being filed in order to file the signature page for Nations Master Investment
Trust and to file the Opinion of Counsel. The prospectuses and statement of
additional information for the Trust are hereby incorporated by reference to
post-effective amendment no. 2, filed May 5, 2000.
<PAGE>
NATIONS FUNDS TRUST
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. 333-89661; 811-09645)
<TABLE>
<CAPTION>
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Exhibit Letter Description
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<S> <C>
(a) Articles of Incorporation:
(a)(1) Certificate of Trust dated October 22, 1999, incorporated by reference to
Post-Effective Amendment No. 1, filed February 10, 2000.
(a)(2) Declaration of Trust dated February 7, 2000, incorporated by reference to
Post-Effective Amendment No. 1, filed February 10, 2000.
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(b) Bylaws:
Not Applicable
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(c) Instruments Defining Rights of Securities Holders:
Not Applicable
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(d) Investment Advisory Contracts:
(d)(1) Investment Advisory Agreement between Banc of America Advisors, Inc. ("BAAI") and
Nations Funds Trust ("Registrant") dated March 30, 2000, incorporated by reference
to Post-Effective Amendment No. 2, filed May 5, 2000.
(d)(2) Investment Sub-Advisory Agreement among BAAI, Banc of America Capital Management,
Inc. ("BACAP") and the Registrant dated March 30, 2000, incorporated by reference
to Post-Effective Amendment No. 2, filed May 5, 2000.
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</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
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Exhibit Letter Description
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<S> <C>
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(e) Underwriting Contract:
(e)(1) Distribution Agreement between the Registrant and Stephens Inc. ("Stephens") dated
February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1,
filed February 10, 2000.
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(f) Bonus or Profit Sharing Contracts:
(f)(1) Deferred Compensation Plan, incorporated by reference to Post-Effective Amendment
No. 1, filed February 10, 2000.
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(g) Custodian Agreement:
(g)(1) Custody Agreement between the Registrant and The Bank of
New York ("BNY") dated February 14, 2000, incorporated by
reference to Post-Effective Amendment No. 1, filed
February 10, 2000.
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(h) Other Material Contracts:
(h)(1) Co-Administration Agreement among the Registrant, Stephens and BAAI dated
February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1,
filed February 10, 2000.
(h)(2) Sub-Administration Agreement among the Registrant, BNY and BAAI dated February 14,
2000, incorporated by reference to Post-Effective Amendment No. 1, filed February
10, 2000.
(h)(3) Shareholder Servicing Plan relating to Investor B Shares,
Exhibit I dated December 9, 1999, incorporated by
reference to Post-Effective Amendment No. 1, filed
February 10, 2000.
(h)(4) Shareholder Servicing Plan relating to Investor C Shares,
Exhibit I dated December 9, 1999, incorporated by
reference to Post-Effective Amendment No. 1, filed
February 10, 2000.
(h)(5) 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 February 14, 2000, incorporated by reference to
Post-Effective Amendment No. 1, filed February 10, 2000.
(h)(6) Adoption Agreement and Amendment to Transfer Agency and Services Agreement dated
February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1,
filed February 10, 2000.
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</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
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Exhibit Letter Description
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<S> <C>
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(h)(7) Amendment to Transfer Agency and Services Agreement dated January 1, 1999,
incorporated by reference to Post-Effective Amendment No. 1, filed February 10,
2000.
(h)(8) Sub-Transfer Agency Agreement between PFPC and Bank of
America, N.A. ("Bank of America") dated September 11,
1995, Schedule A dated February 14, 2000, incorporated by
reference to Post-Effective Amendment No. 1, filed
February 10, 2000.
(h)(9) Cross Indemnification Agreement among Nations Fund Trust, Nations Fund, Inc.,
Nations Reserves, Nations Master Investment Trust and the Registrant dated
February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1,
filed February 10, 2000.
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(i) Legal Opinion
Filed herewith.
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(j) Other Opinions
Not Applicable
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(k) Omitted Financial Statements
Not Applicable
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(l) Initial Capital Agreements:
(l)(1) Investment Letter, incorporated by reference to Post-Effective Amendment No. 1,
filed February 10, 2000.
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(m) Rule 12b-1 Plans:
(m)(1) Shareholder Servicing and Distribution Plan relating to
Investor A Shares, Exhibit A dated December 9, 1999,
incorporated by reference to Post-Effective Amendment No.
1, filed February 10, 2000.
(m)(2) Distribution Plan relating to Investor B Shares, Exhibit
A dated December 9, 1999, incorporated by reference to
Post-Effective Amendment No. 1, filed February 10, 2000.
(m)(3) Distribution Plan relating to Investor C Shares, Exhibit
A dated December 9, 1999, incorporated by reference to
Post-Effective Amendment No. 1, filed February 10, 2000.
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</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
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Exhibit Letter Description
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<S> <C>
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(n) Financial Data Schedule:
Not Applicable
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(o) Rule 18f-3 Plan:
(o)(1) Rule 18f-3 Multi-Class Plan, incorporated by reference to Post-Effective Amendment
No. 1, filed February 10, 2000.
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(p) Codes of Ethics:
(p)(1) Nations Funds Family Code of Ethics, incorporated by reference to Post-Effective
Amendment No. 2, filed May 5, 2000.
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(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. 2, filed May 5, 2000.
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</TABLE>
ITEM 24. Persons Controlled by of Under Common Control with the Fund
No person is controlled by or under common control with the
Registrant.
ITEM 25. Indemnification
Article VII of the Declaration of Trust provides for the
indemnification of the Registrant's trustees, officers, employees and other
agents. 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;
4. Custody Agreement with BNY;
5. Transfer Agency and Services Agreement with PFPC; and
6. Sub-Transfer Agency and Services Agreement with PFPC and Bank of
America.
C-4
<PAGE>
The Registrant has entered into a Cross Indemnification Agreement with
Nations Fund Trust (the "Trust") Nations Fund, Inc. (the "Company"), Nations
Reserves ("Reserves") and Nations Master Investment Trust ("Master Trust") dated
February 14, 2000. The Trust, the Company, Reserves and/or Master Trust will
indemnify and hold harmless the Registrant against any losses, claims, damages
or liabilities, to which the Registrant may become subject, under the Securities
Act of 1933, as amended (the "1933 Act") and the Investment Company Act of 1940,
as amended (the "1940 Act") or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any prospectuses, any preliminary prospectuses, the registration
statements, any other prospectuses relating to the securities, or any amendments
or supplements to the foregoing (hereinafter referred to collectively as the
"Offering Documents"), or arise out of or are based upon the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Offering Documents in reliance upon and in
conformity with written information furnished to the Registrant by the Trust,
the Company, Reserves and/or Master Trust expressly for use therein; and will
reimburse the Registrant for any legal or other expenses reasonably incurred by
the Registrant in connection with investigating or defending any such action or
claim; provided, however, that the Trust, the Company, Reserves and/or Master
Trust shall not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in the Offering
Documents in reliance upon and in conformity with written information furnished
to the Trust, the Company, Reserves and/or Master Trust by the Registrant
expressly for use in the Offering Documents.
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 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 each 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 trustees'
and officers' liability policy covering certain types of errors and omissions.
In no event will the Registrant indemnify any of its trustees, officers,
employees, or agents against any liability to which such person would otherwise
be subject by reason of his/her willful
C-5
<PAGE>
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 1933 Act and Release No. 11330
under the 1940 Act, in connection with any indemnification.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to trustees, officers and controlling persons of the Registrant
by the Registrant pursuant to the Declaration of Trust or otherwise, the
Registrant is aware 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 trustee, officer or controlling
person of the Registrant in the successful defense of any act, suit or
proceeding) is asserted by such trustee, 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 issues.
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).
C-6
<PAGE>
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 LifeGoal Funds, Inc., Nations Annuity Trust, Wells Fargo Funds Trust,
Wells Fargo Variable Trust, Barclays Global Investors Funds, Inc., and is the
exclusive placement agent for 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., Nations Balanced Target
Maturity Fund, Inc., and Hatteras Income Securities, 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.
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-advisor).
(3) Stephens, 111 Center Street, Little Rock, AR 72201 (records relating to
its function as distributor and co-administrator).
(4) PFPC, 400 Bellevue Parkway, Wilmington, DE 19809 (records relating to
its function as transfer agent).
(5) BNY, 100 Church Street, New York, NY 10286 (records relating to its
function as custodian and sub-administrator).
(6) Bank of America, One Bank of America Plaza, Charlotte, NC 28255
(records relating to its function as sub-transfer agent).
ITEM 29. Management Services
Not Applicable
ITEM 30. Undertakings
Not Applicable
C-7
<PAGE>
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 7th day of July, 2000.
NATIONS FUNDS TRUST
By: *
-------------------------------------
A. Max Walker
President and Chairman
of the Board of Trustees
By: /s/ Richard H. Blank, Jr.
-------------------------------------
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:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
* President and Chairman July 7, 2000
---------------------------------- of the Board of Trustees
(A. Max Walker) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Treasurer July 7, 2000
----------------------------- Secretary
(Richard H. Blank, Jr.) (Principal Financial and
Accounting Officer)
* Trustee July 7, 2000
----------------------------------
(Edmund L. Benson, III)
* Trustee July 7, 2000
-----------------------------------
(William P. Carmichael)
* Trustee July 7, 2000
----------------------------------
(James Ermer)
* Trustee July 7, 2000
----------------------------------
(William H. Grigg)
* Trustee July 7, 2000
----------------------------------
(Thomas F. Keller)
* Trustee July 7, 2000
----------------------------------
(Carl E. Mundy, Jr.)
* Trustee July 7, 2000
----------------------------------
(Cornelius J. Pings)
* Trustee July 7, 2000
----------------------------------
(Charles B. Walker)
* Trustee July 7, 2000
----------------------------------
(Thomas S. Word)
* Trustee July 7, 2000
----------------------------------
(James B. Sommers)
/s/ Richard H. Blank, Jr.
----------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
</TABLE>
<PAGE>
Signatures
----------
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant 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 7th day of July, 2000.
NATIONS MASTER INVESTMENT TRUST
By: *
--------------------------------
A. Max Walker
President and Chairman
of the Board of Trustees
By: /s/ Richard H. Blank, Jr.
--------------------------
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:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* President and Chairman July 7, 2000
---------------------------------- of the Board of Trustees
(A. Max Walker) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Treasurer July 7, 2000
----------------------------- Secretary
(Richard H. Blank, Jr.) (Principal Financial and
Accounting Officer)
* Trustee July 7, 2000
----------------------------------
(Edmund L. Benson, III)
* Trustee July 7, 2000
-----------------------------------
(William P. Carmichael)
* Trustee July 7, 2000
----------------------------------
(James Ermer)
* Trustee July 7, 2000
----------------------------------
(William H. Grigg)
* Trustee July 7, 2000
----------------------------------
(Thomas F. Keller)
* Trustee July 7, 2000
----------------------------------
(Carl E. Mundy, Jr.)
* Trustee July 7, 2000
----------------------------------
(Cornelius J. Pings)
* Trustee July 7, 2000
----------------------------------
(Charles B. Walker)
* Trustee July 7, 2000
----------------------------------
(Thomas S. Word)
* Trustee July 7, 2000
----------------------------------
(James B. Sommers)
/s/ Richard H. Blank, Jr.
----------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
</TABLE>
<PAGE>
Nations Funds Trust
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
EX-99.23i Opinion of Counsel
</TABLE>
