As filed with the Securities and Exchange Commission
on July 3, 1996
Registration No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. ___ |_|
Post-Effective Amendment No. ___ |_|
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1940 |_|
Amendment No. ___ |_|
(Check appropriate box or boxes)
------------------------
NATIONS FUND 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) 626-2275
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 & Frankel
Morrison & Foerster LLP 919 3rd Avenue
2000 Pennsylvania Ave., N.W. New York, NY 10022
Suite 5500
Washington, D.C. 20006
It is proposed that this filing will become effective on August
2, 1996 pursuant to Rule 488.
No filing fee is required under the Securities Act of 1933 because an indefinite
number of shares of beneficial interest in the Registrant, without par value,
has previously been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The Registrant filed on May 24, 1996, the
notice required by Rule 24f-2 for its fiscal period ended March 31, 1996 (File
No. 2-97817; 811-4305).
<PAGE>
Nations Fund Trust
Cross-Reference Sheet
Items Required by Form N-14
Part A
Item No. Item Caption Prospectus Caption
1 Beginning of Registration Cover Page of Registration
Statement and Outside Front Cover Statement; Cross-Reference Sheet;
Page of Prospectus Front Cover Page of
Prospectus/Proxy Statement
2 Beginning and Outside Back Cover Table of Contents
Page of Prospectus
3 Fee Table, Synopsis Information, Fee Tables; Summary of
and Risk Factors Reorganization; Risk
Considerations
4 Information About the Transaction The Proposed Transaction
5 Information About the Registrant Summary of Reorganization;
Comparison of Investment
Objectives and Policies;
Additional Comparative Information
6 Information About the Company Summary of Reorganization;
Being Acquired Comparison of Investment
Objectives and Policies;
Additional Comparative Information
7 Voting Information Summary of Reorganization;
Miscellaneous
8 Interest of Certain Persons and NOT APPLICABLE
Experts
9 Additional Information Required NOT APPLICABLE
for Reoffering by Persons Deemed
to be Underwriters
<PAGE>
Part B
10 Cover Page Cover Page
11 Table of Contents Table of Contents
12 Additional Information About the Incorporation of Documents by
Registrant Reference in Statement of
Additional Information
13 Additional Information About the Not Applicable
Company Being Acquired
14 Financial Statements Exhibits to Statement of
Additional Information
Part C
15-17 Information required to be included in Part
C is set forth under the appropriate Item,
so numbered, in Part C of this Registration
Statement.
<PAGE>
PEACHTREE FUNDS
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
TELEPHONE: (800) 626-2275
August 5, 1996
Dear Shareholder of the Peachtree Government Money Market Fund,
Peachtree Equity Fund, Peachtree Bond Fund and/or Peachtree Georgia Tax-Free
Income Fund:
On behalf of the Board of Trustees of Peachtree Funds, we are pleased
to invite you to a Special Meeting of the Shareholders of Peachtree Funds
("Peachtree Funds") to be held on September 23, 1996.
As you may recall, Bank South Corporation ("Bank South Corporation")
recently merged into NationsBank Corporation. Prior to the merger, Bank South
Corporation was the parent of Bank South, N.A. ("Bank South"), the prior
investment adviser to Peachtree Funds. Because this merger automatically
terminated Bank South's investment advisory agreement with Peachtree Funds, a
special meeting of shareholders of Peachtree Funds was held on January 9, 1996.
At that meeting, the shareholders of Peachtree Funds, among other things,
approved a new investment advisory agreement between Peachtree Funds and
NationsBanc Advisors, Inc. ("NBAI") and a new sub-advisory agreement between
NBAI and its affiliate, TradeStreet Investment Associates, Inc. ("TSIA").
In light of the merger, certain additional changes to the structure of
Peachtree Funds have been proposed. In this regard, the September 23, 1996
Special Meeting is being called to consider an Agreement and Plan of
Reorganization ("Plan") for the Peachtree Government Money Market Fund,
Peachtree Equity Fund, Peachtree Bond Fund and Peachtree Georgia Tax-Free Income
Fund (each a "Fund" and collectively the "Funds"). Under the Plan, each Fund's
assets would be acquired by a corresponding fund of Nations Fund Trust (the
"Trust") as indicated below:
Peachtree Fund Corresponding Fund of the Trust
Peachtree Government
Money Market Fund Nations Government Money Market Fund
Peachtree Equity Fund Nations Capital Growth Fund
Peachtree Bond Fund Nations Strategic Fixed Income Fund
Peachtree Georgia Tax-Free Nations Georgia Intermediate Municipal
Income Fund Bond Fund
The corresponding funds of the Trust are sometimes referred to herein
as the "Acquiring Funds." Under the Plan, you would become a shareholder of the
corresponding Acquiring Fund
1
<PAGE>
and receive shares of such Acquiring Fund equal in value at the time of issuance
to your Fund shares. Shareholders of a Fund will receive Primary A Shares of the
corresponding Acquiring Fund. The shares you receive will be free of commissions
and sales loads, and there will be no adverse federal income tax consequences.
You may wish to separately consider any state tax consequences in consultation
with your tax advisor.
The primary purpose of combining the Funds and the Acquiring Funds is
to seek to achieve certain economies of scale and eliminate certain costs
associated with operating each Fund and its corresponding Acquiring Fund
separately although no such assurances can be made. Each Fund and its
corresponding Acquiring Fund have substantially similar investment objectives
and policies. In this regard:
(bullet) the Peachtree Government Money Market Fund, which seeks
to achieve current income consistent with stability of
principal and liquidity, and the Nations Government Money
Market Fund, which seeks as high a level of current income
as is consistent with liquidity and stability of
principal, both seek to achieve their objective by
investing in short-term marketable securities and
instruments issued or guaranteed by the U.S. Government or
any of its agencies, authorities or instrumentalities and
may also engage in reverse repurchase agreements and the
lending of portfolio securities;
(bullet) the Peachtree Equity Fund, which seeks to achieve
long-term growth of capital and income, and the Nations
Capital Growth Fund, which seeks growth of capital by
investing in companies that are believed to have superior
earnings growth potential, both seek to achieve their
objective by investing primarily in common stocks which
the relevant fund's investment adviser believes have
long-term growth potential;
(bullet) the Peachtree Bond Fund, which seeks to achieve current
income, and the Nations Strategic Fixed Income Fund, which
seeks total return by investing primarily in investment
grade fixed income securities, both seek to achieve their
objectives by investing primarily in investment grade
government, corporate, mortgage-backed, and asset-backed
bonds and other securities as well as CMOs; and
(bullet) the Peachtree Georgia Tax-Free Income Fund seeks to
provide current income, and Nations Georgia Intermediate
Municipal Bond Fund seeks a high level of current income,
both seek income that is exempt from federal and Georgia
state income taxes.
Although certain differences exist between the investment policies and
restrictions of each Fund and its corresponding Acquiring Fund, these
differences are not expected to appreciably increase the level of risk
associated with an investment in the Funds. There also are certain differences
between the fee levels paid by the Funds and the corresponding Acquiring Funds.
For a discussion of these differences, see "Summary Comparison of Investment
Objectives and
2
<PAGE>
Policies" and "Summary Comparison of Service Arrangements and Fees" in the
accompanying Combined Prospectus/Proxy Statement.
THE BOARD OF TRUSTEES OF PEACHTREE FUNDS HAS UNANIMOUSLY APPROVED THE
PLAN AND RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE FOR THE PLAN. The
accompanying Combined Prospectus/Proxy Statement provides details about the Plan
and the Acquiring Funds.
Attached are the formal Notice of Special Meeting and a Combined
Prospectus/Proxy Statement, together with a Proxy Card for you to mark, sign,
date and return to us. Please return your Proxy Card to us so that your vote
will be counted even if you do not attend the Special Meeting in person.
If you are also a shareholder of another portfolio of Peachtree Funds,
you will receive separate proxy materials, including a Proxy Card, relating to
each of those other portfolios. PLEASE REMEMBER TO COMPLETE AND RETURN EACH
PROXY CARD YOU RECEIVE FROM PEACHTREE FUNDS.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES
THAT YOU OWN. PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD TODAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
If you have any questions regarding the enclosed materials or the
Special Meeting, please call _________________ at (800) 626-2275. We look
forward to receiving your completed Proxy Card very soon.
Sincerely,
Edward C. Gonzales
President
3
<PAGE>
PEACHTREE FUNDS
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
TELEPHONE: (800) 626-2275
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
PEACHTREE GOVERNMENT MONEY MARKET FUND
PEACHTREE EQUITY FUND
PEACHTREE BOND FUND
PEACHTREE GEORGIA TAX-FREE INCOME FUND
TO BE HELD ON SEPTEMBER 23, 1996
TO THE SHAREHOLDERS of the Peachtree Government Money Market Fund,
Peachtree Equity Fund, Peachtree Bond Fund, and Peachtree Georgia Tax-Free
Income Fund (the "Funds") of Peachtree Funds ("Peachtree Funds"):
PLEASE TAKE NOTE that a SPECIAL MEETING OF SHAREHOLDERS of Peachtree
Funds will be held on Monday, September 23, 1996, at 2:00 p.m. (Eastern time) at
the offices of the Peachtree Funds, Federated Investors Tower, 19th Floor, 1001
Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779 (the "Special Meeting"). The
Special Meeting, with respect to the Funds, is being called for the purposes of
considering and voting upon:
(1) A proposal to approve an Agreement and Plan of
Reorganization (the "Plan") for the Funds, and the
transactions contemplated thereby, which include (a)
the transfer of all of the assets of the Peachtree
Government Money Market Fund, Peachtree Equity Fund,
Peachtree Bond Fund, and Peachtree Georgia Tax-Free
Income Fund of Peachtree Funds to Nations Government
Money Market Fund, Nations Capital Growth Fund,
Nations Strategic Fixed Income Fund and Nations
Georgia Intermediate Municipal Bond Fund,
respectively, of Nations Fund Trust (the "Acquiring
Funds") in exchange for shares of the corresponding
Acquiring Fund, and the assumption by each Acquiring
Fund of stated liabilities of the corresponding Fund;
and (b) the distribution of shares of the
corresponding Acquiring Fund to shareholders of each
Fund.
(2) Such other business as may properly come before the
meeting, or any adjournment(s) thereof, including any
adjournment(s) necessary to obtain requisite quorums
and/or approvals.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THIS
PROPOSAL.
The Board of Trustees of Peachtree Funds has fixed the close of
business on July 26, 1996, as the record date for the determination of Fund
shareholders entitled to receive notice of and to vote at the Special Meeting or
any adjournment(s) thereof. The enclosed Combined
1
<PAGE>
Prospectus/Proxy Statement contains further information regarding the meeting
and the proposals to be considered. The enclosed Proxy Card is intended to
permit you to vote even if you do not attend the meeting in person.
IN ORDER TO HAVE A QUORUM FOR ACTION ON THE PROPOSAL, THE HOLDERS OF
MORE THAN ONE-HALF OF EACH CLASS OF A FUND'S SHARES OUTSTANDING ON THE RECORD
DATE MUST BE PRESENT IN PERSON OR BY PROXY. THEREFORE, YOUR PROXY IS VERY
IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. SIGNED BUT UNMARKED PROXY CARDS WILL BE COUNTED IN DETERMINING WHETHER
A QUORUM IS PRESENT AND WILL BE VOTED IN FAVOR OF THE PROPOSAL.
By Order of the Board of Trustees
John W. McGonigle
Secretary
August 5, 1996
------------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF
SHARES THAT YOU OWN. PLEASE MARK, SIGN, DATE AND RETURN YOUR
PROXY CARD IMMEDIATELY. ALSO REMEMBER TO COMPLETE AND RETURN
EACH PROXY CARD YOU RECEIVE FROM PEACHTREE FUNDS FOR
ANY PORTFOLIO OF WHICH YOU ARE A SHAREHOLDER.
------------------------------------------------------------------------------
2
<PAGE>
COMBINED PROSPECTUS/PROXY STATEMENT
Dated August 5, 1996
-----------------
Peachtree Funds
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone: (800) 626-2275
Nations Fund Trust
111 Center Street
Little Rock, Arkansas 72201
Telephone: (800) 626-2275
--------------------
====================================================================
SHARES OF THE TRUST ARE NOT DEPOSITS OR OTHER OBLIGATIONS
OF, OR ISSUED, ENDORSED OR GUARANTEED BY, NATIONSBANK,
N.A. ("NATIONSBANK") OR ANY OF ITS AFFILIATES.
SUCH SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE
ACQUIRING FUNDS INVOLVES CERTAIN RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL.
NATIONSBANK AND CERTAIN OF ITS AFFILIATES PROVIDE
CERTAIN OTHER SERVICES TO NATIONS FUND, FOR WHICH THEY ARE
COMPENSATED. STEPHENS INC., WHICH IS NOT AFFILIATED WITH NATIONSBANK,
IS THE SPONSOR AND ADMINISTRATOR AND
SERVES AS THE DISTRIBUTOR FOR NATIONS FUND.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
====================================================================
This Combined Prospectus/Proxy Statement is being furnished to
shareholders of the Peachtree Government Money Market Fund, Peachtree Equity
Fund, Peachtree Bond Fund and Peachtree Georgia Tax-Free Income Fund (the
"Funds") of Peachtree Funds ("Peachtree Funds") in connection with the
solicitation of proxies by the Board of Trustees of Peachtree Funds, to be
1
<PAGE>
used at a Special Meeting of Shareholders of Peachtree Funds ("Special Meeting")
to be held on September 23, 1996 at the offices of the Peachtree Funds,
Federated Investors Tower, 19th Floor, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222-3779 beginning at 2:00 p.m. (Eastern time).
The Trustees are seeking your approval of an Agreement and Plan of
Reorganization (the "Plan"), which contemplates that:
(i) Nations Government Money Market Fund of Nations Fund
Trust (the "Trust") will acquire all of the assets of
the Peachtree Government Money Market Fund in
exchange for shares of Nations Government Money
Market Fund and the assumption by Nations Government
Money Market Fund of stated liabilities of the
Peachtree Government Money Market Fund;
(ii) Nations Capital Growth Fund of the Trust will
acquire all of the assets of the Peachtree Equity
Fund in exchange for shares of Nations Capital Growth
Fund and the assumption by Nations Capital Growth
Fund of stated liabilities of the Peachtree Equity
Fund;
(iii) Nations Strategic Fixed Income Fund of the Trust
will acquire all of the assets of the Peachtree Bond
Fund in exchange for shares of Nations Strategic
Fixed Income Fund and the assumption by Nations
Strategic Fixed Income Fund of stated liabilities of
the Peachtree Bond Fund; and
(iv) Nations Georgia Intermediate Municipal Bond Fund of
the Trust will acquire all of the assets of the
Peachtree Georgia Tax-Free Income Fund in exchange
for shares of Nations Georgia Intermediate Municipal
Bond Fund and the assumption by Nations Georgia
Intermediate Municipal Bond Fund of stated
liabilities of the Peachtree Georgia Tax-Free Income
Fund.
Nations Government Money Market Fund, Nations Capital Growth Fund,
Nations Strategic Fixed Income Fund and Nations Georgia Intermediate Municipal
Bond Fund are sometimes collectively referred to herein as the "Acquiring
Funds." Following such exchange, the shares of the corresponding Acquiring Fund
received by each Fund will be distributed to the Fund shareholders and the Fund
will be dissolved and liquidated. Each of these exchange and distribution
transactions is sometimes referred to herein as the "Reorganization."
AN INVESTMENT IN THE NATIONS GOVERNMENT MONEY MARKET FUND IS NEITHER
INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT; AND THERE CAN BE NO ASSURANCE
THAT THE FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
As a result of the Reorganization, you will receive full and fractional
Primary A Shares of the indicated Acquiring Fund equal in value when issued to
the shares of the Fund owned by you immediately prior to the transaction. No
commissions or sales loads will be charged in connection
2
<PAGE>
with the Reorganization and there will be no federal income tax consequences.
You may wish to consider separately any state tax consequences in consultation
with your tax advisor.
As discussed in detail herein, the investment objective and policies of
each Acquiring Fund are substantially similar to those of the corresponding
Fund. There are some differences between investment strategies, as well as
differences in fee levels, which are described in detail below.
This Combined Prospectus/Proxy Statement, which should be retained for
future reference, sets forth concisely the information about the Acquiring Funds
that a prospective investor, including shareholders of the Funds, should know
before investing. Additional information about the Reorganization is contained
in a separate Statement of Additional Information which has been filed with the
Securities and Exchange Commission (the "SEC") and is available without charge
by calling Nations Fund toll free at (800) 626-2275. The Statement of Additional
Information bears the same date as this Combined Prospectus/Proxy Statement and
is incorporated by reference herein.
The Prospectuses of the Acquiring Funds relating to their Primary A
Shares, dated July 31, 1996, are incorporated by reference into this Combined
Prospectus/Proxy Statement. In addition, a copy of the relevant Acquiring Fund's
Prospectus relating to its Primary A Shares, depending upon which corresponding
Fund you own, accompanies this Combined Prospectus/Proxy Statement. A copy of
the relevant Acquiring Fund's Annual Report for the fiscal period ended March
31, 1996 also accompanies this Combined Prospectus/Proxy Statement.
The following documents containing additional information about the
Funds have been filed with the SEC and are incorporated by reference herein: the
Funds' Prospectuses dated November 30, 1995, the Funds' Statements of Additional
Information, dated November 30, 1995, and the Funds' Semi-Annual Report for the
fiscal period ended March 31, 1996. Copies of these documents may be obtained
without charge by calling Nations Fund at 1-800-626-2275.
3
<PAGE>
TABLE OF CONTENTS
PAGE
FEE TABLES............................................................ 4
SUMMARY OF REORGANIZATION ............................................ 7
RISK CONSIDERATIONS .................................................. 22
THE PROPOSED TRANSACTION ............................................. 22
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES...................... 30
ADDITIONAL COMPARATIVE INFORMATION ................................... 38
MISCELLANEOUS ........................................................ 42
EXHIBIT A -- FORM OF AGREEMENT AND PLAN OF REORGANIZATION
i
<PAGE>
FEE TABLES
The following tables a) compare the current fees and expenses for the
respective Funds and their corresponding Acquiring Funds, and b) show the
estimated fees and expenses for the corresponding Acquiring Fund on a pro forma
basis after giving effect to the Reorganization. The purposes of these tables is
to assist shareholders in understanding the various costs and expenses that
investors in these portfolios will bear as shareholders. The Examples show the
cumulative expenses attribuatable to a hypothetical $1,000 investment in the
funds over specified periods.
PEACHTREE GOVERNMENT MONEY MARKET FUND/
NATIONS GOVERNMENT MONEY MARKET FUND
<TABLE>
<CAPTION>
PEACHTREE NATIONS
GOVERNMENT MONEY GOVERNMENT MONEY
FUND SHARES/PRIMARY A SHARES MARKET FUND MARKET FUND PRO FORMA
<S> <C> <C> <C>
Shareholder Transaction Expenses for Fund Shares/Primary A Shares
Maximum Sales Load Imposed on Purchase of a Share (as a
percentage of Offering
Price)*
None None None
Annual Fund Operating Expenses for Fund Shares/Primary A Shares (as a
percentage of average net assets):
Management Fees (after waivers and/or reimbursements)** 0.20% 0.12% 0.12%
Shareholder Servicing Fees None None None
12b-1 Fees None None None
Other Expenses 0.34% 0.18% 0.18%
----- ----- -----
Total Fund Operating Expenses (after waivers and/or 0.54% 0.30% 0.30%
reimbursements)** ===== ===== =====
</TABLE>
* There are no sales loads or fees imposed on purchases, reinvested dividends or
redemption of shares.
** Absent fee waivers and/or reimbursements "Management Fees" and "Total Fund
Operating Expenses" for the Peachtree Government Money Market Fund would be
0.50% and 0.84%, respectively. Absent fee waivers and/or reimbursements
"Management Fees" and "Total Fund Operating Expenses" for the Nations Government
Money Market Fund would be 0.40% and 0.58%, respectively.
Example:
You would pay the following expenses on a $1,000 investment assuming
(1) a 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Peachtree Government Money Market Fund $6 $17 $28 $63
Nations Government Money Market Fund (Primary A Shares) $3 $10 $17 $38
</TABLE>
4
<PAGE>
PEACHTREE EQUITY FUND/
NATIONS CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
FUND SHARES/PRIMARY A SHARES PEACHTREE EQUITY NATIONS CAPITAL
FUND GROWTH FUND PRO FORMA
<S> <C> <C> <C>
Shareholder Transaction Expenses for Fund Shares/Primary A Shares
Maximum Sales Load Imposed on Purchase of a Share (as a
percentage of Offering
Price)*
3.75% None None
Annual Fund Operating Expenses for Fund Shares/Primary A Shares (as a percentage
of average net assets):
Management Fees (after waivers and/or reimbursements) ** 0.75% 0.75% 0.75%
Shareholder Servicing Fees None None None
12b-1 Fees None None None
Other Expenses 0.25% 0.21% 0.21%
----- ----- -----
Total Fund Operating Expenses (after waivers and/or 1.00% 0.96% 0.96%
reimbursements)** ===== ===== =====
</TABLE>
* There are no sales loads or fees imposed on purchases, reinvested dividends or
redemption of shares.
** Absent fee waivers and/or reimbursements "Management Fees" and "Total Fund
Operating Expenses" for the Peachtree Equity Fund would be 0.75% and 1.09%,
respectively.
Example:
You would pay the following expenses on a $1,000 investment assuming
(1) a 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Peachtree Equity Fund $47 $68 $91 $155
Nations Capital Growth Fund (Primary A Shares) $10 $31 $53 $118
</TABLE>
5
<PAGE>
PEACHTREE BOND FUND/
NATIONS STRATEGIC FIXED INCOME FUND
<TABLE>
<CAPTION>
NATIONS STRATEGIC
FUND SHARES/PRIMARY A SHARES PEACHTREE BOND FUND FIXED INCOME FUND PRO FORMA
<S> <C> <C> <C>
Shareholder Transaction Expenses for Fund Shares/Primary A Shares
Maximum Sales Load Imposed on Purchase of a Share (as a
percentage of Offering
Price)*
2.50% None None
Annual Fund Operating Expenses for Fund Shares/Primary A Shares (as a
percentage of average net assets):
Management Fees (after waivers and/or reimbursements)** 0.60% 0.50% 0.50%
Shareholder Servicing Fees None None None
12b-1 Fees None None None
Other Expenses 0.42% 0.22% 0.22%
----- ----- -----
Total Fund Operating Expenses (after waivers and/or 1.02% 0.72% 0.72%
reimbursements)** ===== ===== =====
</TABLE>
* There are no sales loads or fees imposed on purchases, reinvested dividends or
redemption of shares.
** Absent fee waivers and/or reimbursements "Management Fees" and "Total Fund
Operating Expenses" for the Peachtree Bond Fund would be 0.75% and 1.17%,
respectively. Absent fee waivers and/or reimbursements "Management Fees" and
"Total Fund Operating Expenses" for the Nations Strategic Fixed Income Fund
would be 0.60% and 0.82%, respectively.
Example:
You would pay the following expenses on a $1,000 investment assuming
(1) a 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Peachtree Bond Fund $35 $57 $80 $147
Nations Strategic Fixed Income Fund (Primary A Shares) $7 $23 $40 $89
</TABLE>
6
<PAGE>
PEACHTREE GEORGIA TAX-FREE INCOME FUND/
NATIONS GEORGIA INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
NATIONS GEORGIA
PEACHTREE GEORGIA INTERMEDIATE
FUND SHARES/PRIMARY A SHARES TAX-FREE INCOME FUND MUNICIPAL BOND
FUND PRO FORMA
<S> <C> <C> <C>
Shareholder Transaction Expenses for Fund Shares/Primary A Shares
Maximum Sales Load Imposed on Purchase of a Share (as a
percentage of Offering
Price)*
2.50% None None
Annual Fund Operating Expenses for Fund Shares/Primary A Shares (as a
percentage of average net assets):
Management Fees after waivers and/or reimbursements)** None .17% .17%
Shareholder Servicing Fees None None None
12b-1 Fees None None None
Other Expenses (after waivers and/or reimbursements)** None .33% .33%
Total Fund Operating Expenses (after waivers and/or None .50% .50%
reimbursements)**
</TABLE>
* There are no sales loads or fees imposed on purchases, reinvested dividends or
redemption of shares.
** Absent fee waivers and/or reimbursements "Management Fees" and "Total Fund
Operating Expenses" for the Peachtree Georgia Tax-Free Income Fund would be
0.75% and 11.60%, respectively. Absent fee waivers and/or reimbursements
"Management Fees" and "Total Fund Operating Expenses" for the Nations Georgia
Intermediate Municipal Bond Fund would be 0.50% and 0.83%, respectively.
Example:
You would pay the following expenses on a $1,000 investment assuming
(1) a 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Peachtree Georgia Tax-Free Income Fund $25 $25 $25 $25
Nations Georgia Intermediate Municipal Bond $5 $16 $28 $63
Fund (Primary A Shares)
</TABLE>
<PAGE>
SUMMARY OF REORGANIZATION
QUESTION AND ANSWER SUMMARY
Q. How will the Reorganization affect me?
A. The assets of each Fund will be combined with those of the
corresponding Acquiring Fund and you will become a shareholder of the Acquiring
Fund. You will receive Primary A Shares of the corresponding Acquiring Fund
equal in value at the time of issuance to the shares of the Fund that you held
immediately prior to the Reorganization.
Q. Why is the Reorganization being recommended?
A. The primary purposes of the proposed Reorganization are to
seek to achieve future economies of scale and eliminate certain costs
associated with operating the Funds and the Acquiring Funds separately. Each
Fund and its corresponding Acquiring Fund have similar investment objectives
and policies, as described in detail below. The Reorganization will result in
combining the assets of each Fund and its corresponding Acquiring Fund and
consolidating their operations.
Combining the assets of the Funds and the Acquiring Funds is
intended to provide various benefits to shareholders of the Funds who become
shareholders of the Acquiring Funds (as well as to existing and future
investors in the Acquiring Funds). For example, higher asset levels should
enable the Acquiring Funds to spread fixed and relatively fixed costs, such as
accounting, legal and printing expenses, over a larger asset base, thereby
reducing per-share expense levels. Higher asset levels also should benefit
portfolio management by permitting larger individual portfolio investments
(such as "round-lots" or other quantities that may result in reduced
transaction costs and/or more favorable pricing) and by providing the
opportunity for greater portfolio diversity. In addition, consolidating the
operations of the Funds and the Acquiring Funds should generally benefit the
Funds by promoting more efficient operations on a more cost-effective basis.
These benefits, in turn, should have a favorable effect on the performance of
the Acquiring Funds. Finally, shareholders of the Funds will benefit from the
lower total expense ratios (absent fee waivers) of the Acquiring Funds as
compared with the Funds.
The completion of the Reorganization is subject to the
satisfaction of a number of conditions (such as approval by the Funds'
shareholders), which are summarized below in "The Proposed Transaction --
Agreement and Plan of Reorganization" section. These conditions are stated in
the Plan, which is attached as Exhibit A to this Combined Prospectus/Proxy
Statement. There can be no assurance that the benefits described here can be
achieved.
Q. Will I have to pay any sales load, commission or other
transactional fee in connection with the Reorganization?
7
<PAGE>
A. No. The full value of your shares of the Funds will be
exchanged for Primary A Shares of the corresponding Acquiring Fund without any
sales load, commission or other transactional fee being imposed. NationsBanc
Advisors, Inc. ("NBAI"), a wholly owned subsidiary of NationsBank and the
Funds' and Acquiring Funds' investment adviser, or Stephens Inc. ("Stephens"),
the sponsor, distributor and administrator of the Trust, will bear the costs
associated with the Plan, such as printing and mailing costs and other expenses
associated with the Special Meeting. Of course, you may redeem your shares in
the Funds at any time before the effective date of the Reorganization, but
shareholders will not have dissenters' or appraisal rights.
Q. How will the fees paid by the Acquiring Funds compare to
those payable by the Funds?
A. Both before and after fee waivers and/or reimbursements
(with the exception of the Peachtree Georgia Tax-Free Income Fund), the total
per share operating expenses of the Primary A Shares of each Acquiring Fund are
lower than the total per share operating expenses of its corresponding Fund.
The after waivers and/or reimbursement total per share operating expenses of
the Nations Georgia Intermediate Municipal Bond Fund is higher than the
Peachtree Georgia Tax-Free Income Fund. However, it is not anticipated that the
current level of waivers and/or reimbursements with respect to the Peachtree
Georgia Tax-Free Income Fund would continue in the future, even in the absence
of the Reorganization.
Q. Who will advise the Acquiring Funds and provide other
services?
A. NBAI provides advisory services to the Acquiring Funds
under arrangements that are substantially similar to those currently in effect
between the Funds and NBAI. TradeStreet Investment Associates, Inc. ("TSIA"),
an affiliate of NBAI and the Funds' sub-adviser, provides sub-advisory services
to the Acquiring Funds. The contractual advisory fees payable by each Acquiring
Fund are no higher than the advisory fees payable by its corresponding Fund.
Stephens serves as distributor of the Acquiring Funds' shares and is the
administrator for the Acquiring Funds. In addition, First Data Investor
Services Group, Inc. ("First Data"), a wholly owned subsidiary of First Data
Corporation serves as the Funds' Transfer Agent and as co-administrator of the
Acquiring Funds. NationsBank of Texas, N.A. ("NationsBank Texas") is the
custodian of the Acquiring Funds. With the exception of NBAI and TSIA, each of
these service providers differs from the current service providers of the
Funds.
Q. Will I have to pay any federal income taxes as a result of
the Reorganization?
A. No. As a condition to the Reorganization, the Funds will
receive an opinion of counsel to the effect that the Reorganization will not
result in any gain or loss for federal income tax purposes to the Funds or their
shareholders under the Internal Revenue Code of 1986, as amended (the "Code").
In addition, such opinion will indicate that the federal tax basis and holding
period of your Fund shares will carry over to the shares of the corresponding
Acquiring Fund that you receive in exchange therefor. Such opinion will also
indicate that the federal income tax holding period of your Fund shares will
carry over to the shares of the corresponding
8
<PAGE>
Acquiring Fund that you receive in exchange. You may wish to separately consider
any state and local tax consequences in consultation with your tax advisor.
Q. Are the Acquiring Funds part of a family of funds?
A. Yes. The Acquiring Funds are part of Nations Fund Trust,
which in turn, is part of the Nations Fund Family, which includes all funds of
the Trust, Nations Fund, Inc., Nations Fund Portfolios, Inc. and Nations
Institutional Reserves. Each is a separate investment company registered under
the Investment Company Act of 1940 (the "1940 Act"). There are more than 40
separate investment portfolios in the Nations Fund Family.
9
<PAGE>
APPROVAL AND CONSUMMATION OF THE PROPOSED TRANSACTION
The Board of Trustees of Peachtree Funds unanimously determined that
the Reorganization is in the best interests of the Funds and that the interests
of the existing shareholders of the Funds will not be diluted as a result of the
Reorganization. Similarly, the Board of Trustees of the Trust unanimously
determined that the Reorganization is in the best interests of the Acquiring
Funds and that the interests of existing shareholders of the Acquiring
10
<PAGE>
Funds will not be diluted as a result of the Reorganization. Management of
Peachtree Funds believes that the proposed Reorganization of the Funds into the
Acquiring Funds may allow the Acquiring Funds to achieve future economies of
scale and to eliminate certain costs associated with operating the Funds and the
Acquiring Funds separately. In this regard, the Trust anticipates that the
aggregate fees and expenses of the Acquiring Funds will be reduced over time.
Finally, except with respect to the shareholders of the Peachtree Georgia
Tax-Free Income Fund, shareholders of the Funds will benefit immediately from
the lower total expense ratios (after fee waivers) of the Acquiring Funds as
compare with the Funds. The Peachtree Georgia Tax-Free Income Fund is too small
to remain viable as a separate fund, and, in the absence of the Reorganization
it is not anticipated that current fee waivers and expense reimbursements would
continue. See "The Proposed Transaction -- Reasons for the Proposed
Transaction."
Shareholders of record of the Funds at the close of business on July
26, 1996 ("Record Date"), will be entitled to notice of and to vote at the
Special Meeting or any adjournment thereof. As of the Record Date, there were
[ ] outstanding shares of all portfolios of Peachtree Funds. Of these
shares, the following constituted shares of the Funds:
Total Number of
Fund Shares Outstanding
Peachtree Government Money Market Fund
Peachtree Equity Fund
Peachtree Bond Fund
Peachtree Georgia Tax-Free Income Fund
Each shareholder of the Funds will be entitled to one vote for
each share, and a fractional vote for each fractional share, held by such
shareholder. Shareholders holding a majority of the outstanding shares of each
of the Funds at the close of business on the Record Date will be deemed to
constitute a quorum for the transaction of business regarding the Plan at the
Special Meeting. To be approved with respect to a Fund, the Plan will require
the affirmative vote of the holders of a "majority of the outstanding voting
securities," as defined below, of the Fund eligible to vote on the matter. The
Reorganization with respect to each Fund is not contingent on the approval of
the Reorganization with respect to the other Funds. If a Fund's shareholders do
not approve the proposed Reorganization, Peachtree Funds' Board of Trustees will
consider what other alternatives would be in the shareholders' best interest.
SUMMARY COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The investment objective, policies and strategies of each Fund are
substantially similar to those of the corresponding Acquiring Fund. The
investment objective of each Fund is
11
<PAGE>
fundamental, which means that it cannot be changed without a vote of the Fund's
shareholders. The investment objective of each Acquiring Fund is non-fundamental
and may be changed by the Board of Trustees of the Trust.
PEACHTREE GOVERNMENT MONEY MARKET FUND/NATIONS GOVERNMENT MONEY MARKET FUND
The Peachtree Government Money Market Fund's investment objective is to
achieve current income consistent with stability of principal and liquidity. The
Peachtree Government Money Market Fund seeks to achieve this objective by
investing in a portfolio of short-term securities issued by the U.S. Government,
its agencies or instrumentalities and backed by the full faith and credit of the
U.S. Government. It may also invest in repurchase agreements, securities issued
by other investment companies and may lend its portfolio securities to qualified
institutional investors. The average maturity of the securities in the Peachtree
Government Money Market Fund, computed on a dollar-weighted basis, will be 90
days or less.
The Nations Government Money Market Fund's investment objective is to
seek as high a level of current income as is consistent with liquidity and
stability of principal. The Nations Government Money Market Fund invests in
marketable securities and instruments issued or guaranteed by the U.S.
Government or any of its agencies, authorities or instrumentalities. The Nations
Government Money Market Fund may also purchase securities issued by other
investment companies, lend its portfolio securities to qualified institutional
investors and may engage in reverse repurchase agreements.
PEACHTREE EQUITY FUND/NATIONS CAPITAL GROWTH FUND
The Peachtree Equity Fund's investment objective is to achieve
long-term growth of capital and income. The Peachtree Equity Fund pursues its
investment objective by investing in the securities of high quality companies
which the Peachtree Equity Fund's investment adviser believes are undervalued as
compared to present earnings.
The Nations Capital Growth Fund's investment objective is to seek
growth of capital by investing in companies that are believed to have superior
earnings growth potential. The Nations Capital Growth Fund pursues its
investment objective by investing in larger capitalization, high-quality
companies which possess above average earnings growth potential and also
companies whose securities appear to be undervalued.
PEACHTREE BOND FUND/NATIONS STRATEGIC FIXED INCOME FUND
The Peachtree Bond Fund's investment objective is to achieve current
income. The Peachtree Bond Fund pursues its investment objective by investing
primarily in investment grade bonds and other fixed income securities which
include U.S. Government, mortgage-backed, asset-backed and corporate bonds and
other securities as well as collateralized mortgage obligations ("CMOs") and
adjustable rate mortgages ("ARMs").
The Nations Strategic Fixed Income Fund's investment objective is to
seek total return by investing primarily in investment grade fixed income
securities. The Nations Strategic Fixed
12
<PAGE>
Income Fund invests in investment grade bonds, including corporate bonds, U.S.
Government obligations, dollar-denominated debt obligations of foreign issuers,
mortgage-backed securities, asset-backed securities and CMOs.
PEACHTREE GEORGIA TAX-FREE INCOME FUND/NATIONS GEORGIA INTERMEDIATE MUNICIPAL
BOND FUND
The Peachtree Georgia Tax-Free Income Fund's investment objective is to
provide current income exempt from federal income tax and the personal income
taxes imposed by the State of Georgia. The Peachtree Georgia Tax-Free Income
Fund pursues its investment objective by investing primarily in securities
issued by or on behalf of the State of Georgia, its political subdivisions,
authorities and agencies and debt obligations of any state, territory, or
possession of the United States, including the District of Columbia, or any of
their political subdivisions. The Georgia Tax-Free Income Fund invests its
assets so that, under normal circumstances, at least 80% of its annual interest
income is exempt from federal income tax.
The Nations Georgia Intermediate Municipal Bond Fund's investment
objective is to seek high current income exempt from Federal and Georgia state
income taxes, consistent with moderate fluctuation of principal. The Nations
Georgia Intermediate Municipal Bond Fund invests in investment grade,
intermediate term municipal securities. Under normal market conditions, at least
65% of the value of the Nations Georgia Intermediate Municipal Bond Fund's total
assets is invested in municipal bonds, and substantially all of the Nations
Georgia Intermediate Municipal Bond Fund's assets are invested in debt
instruments issued by or on behalf of the State of Georgia and its political
subdivisions, agencies, instrumentalities and authorities. During normal market
conditions, as a matter of fundamental investment policy, the Nations Georgia
Intermediate Municipal Bond Fund invests at least 80% of its total net assets in
obligations the interest on which will be exempt from Federal and Georgia state
income tax.
Although there are no restrictions on the average portfolio maturity of
the Peachtree Georgia Tax-Free Income Fund, the Nations Georgia Intermediate
Municipal Bond Fund maintains an average dollar weighted portfolio maturity of
between three to ten years, except during temporary defensive periods.
For more information on the investment objectives, policies and
restrictions of the Funds and the Acquiring Funds, see "Comparison of Investment
Objectives, Policies and Restrictions" below.
SUMMARY COMPARISON OF SERVICE ARRANGEMENTS AND FEES
The Funds and the Acquiring Funds have the same investment advisers,
and currently have different distributors, administrators, custodians and
transfer agents. However, these different entities provide substantially similar
services to the Funds and the Acquiring Funds.
INVESTMENT ADVISORY SERVICES
13
<PAGE>
Investment Adviser. NBAI serves as investment adviser to both the Funds
and Acquiring Funds. Subject to the general supervision of Peachtree's Board of
Trustees and Nations Fund Trust's Board of Trustees, and in accordance with the
investment policies of each Fund and Acquiring Fund, NBAI formulates guidelines
and lists of approved investments for each Fund and Acquiring Fund, makes
decisions with respect to and places orders for the Fund's and Acquiring Fund's
purchases and sales of portfolio securities and maintains records relating to
such purchases and sales. With respect to the non-money market funds, NBAI is
authorized to allocate purchase and sale orders for portfolio securities to
certain financial institutions, including, in the case of agency transactions,
financial institutions which are affiliated with NBAI or which have sold shares
in such funds, if NBAI believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified brokerage
firms. From time to time, to the extent consistent with their investment
objectives, policies and restrictions, the Funds and Acquiring Funds may invest
in securities of companies with which NationsBank has a lending relationship.
Effective January 9, 1996, Peachtree Funds entered into an Investment
Advisory Contract with NBAI. The Advisory Contract provides that in the absence
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the obligations or duties of NBAI under the Advisory Contract, NBAI and its
affiliates shall not be liable to Peachtree Funds or to any shareholder for any
act or omission in the course of, or connected in any way with, rendering
services or for any losses that may be sustained in the purchase, holding, or
sale of any security.
The Advisory Contract will continue for two years from January 9, 1996,
unless terminated, and may be continued from year to year thereafter by the
Board of Trustees. The continuation of the Advisory Contract must be approved by
a majority vote of the Trustees, including a majority of the Non-Interested
Trustees, cast in person at a meeting called for that purpose. NBAI will have
the right, in any year, to notify Peachtree Funds in writing at least 60 days
before the Advisory Contract anniversary date that it does not desire a renewal
of the Advisory Contract. The Trustees, or a majority of the outstanding voting
shares of Peachtree Funds, may terminate the Advisory Contract at any time
without penalty by giving NBAI 60 days' written notice. The Advisory Contract
may not be assigned by NBAI and will terminate automatically in the event of an
assignment. The Advisory Contract provides that it may be amended by a vote of
both a majority of the Trustees, including a majority of the Non-Interested
Trustees, and on behalf of a Fund by the holders of a majority of the
outstanding voting shares of such Fund.
NBAI serves as investment adviser to the Funds. In return for its
advisory services to the Funds, NBAI is entitled to a monthly fee calculated at
the indicated annual rate of the Funds' average daily net assets:
INVESTMENT ADVISORY
FUND RATE OF COMPENSATION
Peachtree Government Money Market Fund 0.50%
Peachtree Equity Fund 0.75%
Peachtree Bond Fund 0.75%
14
<PAGE>
Peachtree Georgia Tax-Free Income Fund 0.75%
For the fiscal period ended March 31, 1996, after waivers, the Funds
paid advisory fees at the indicated rate of the Funds' average daily net assets:
Peachtree Government Money Market Fund -- 0.20%; Peachtree Equity Fund -- 0.75%;
Peachtree Bond Fund -- 0.75%; and Peachtree Georgia Tax-Free Income Fund --
0.00%. NBAI and the Funds' administrator may terminate this voluntary fee waiver
at any time.
As of March 31, 1996, the Funds had the indicated amount of net assets:
Peachtree Government Money Market Fund -- $78,098,097; Peachtree Equity Fund --
$111,757,147; Peachtree Bond Fund -- $78,614,768; and Peachtree Georgia Tax-Free
Income Fund -- $2,148,731.
NBAI also serves as investment adviser to the Acquiring Funds. In
return for its advisory services to the Acquiring Funds, NBAI is entitled to a
monthly fee calculated at the indicated annual rate of the Acquiring Funds'
average daily net assets:
15
<PAGE>
INVESTMENT ADVISORY
ACQUIRING FUND RATE OF COMPENSATION
Nations Government Money Market Fund 0.40%
Nations Capital Growth Fund 0.75%
Nations Strategic Fixed Income Fund 0.60%
Nations Georgia Intermediate Municipal Bond Fund 0.50%
Under its agreement with the Acquiring Funds, NBAI may waive (either
voluntarily or pursuant to applicable state limitations) advisory fees payable
by the Acquiring Funds. For the fiscal period ended March 31, 1996, after
waivers, the Acquiring Funds paid advisory fees at the indicated annual rate of
average daily net assets: Nations Government Money Market Fund -- 0.12%; Nations
Capital Growth Fund -- 0.75%; Nations Strategic Fixed Income Fund -- 0.50%; and
Nations Georgia Intermediate Municipal Bond Fund -- 0.17%.
As of March 31, 1996, the Acquiring Funds had the indicated amount of
total net assets: Nations Government Money Market Fund -- $481,444,223; Nations
Capital Growth Fund -- $902,311,873; Nations Strategic Fixed Income Fund --
$833,125,049; and Nations Georgia Intermediate Municipal Bond Fund --
$57,389,670.
Investment Sub-Adviser. Effective January 9, 1996, and pursuant to a
sub-advisory agreement, between NBAI and TSIA, and approved by the Peachtree
Funds' shareholders at the January 8, 1996 Joint Meeting of Shareholders (the
"Peachtree Sub-Advisory Agreement"), TSIA will act as Sub-Adviser to the Funds.
The Peachtree Sub-Advisory Agreement provides that TSIA will furnish
NBAI investment advice, statistical and other factual information, as may be
requested by NBAI. The Peachtree Sub-Advisory Agreement may be terminated by the
Trustees of the Trust or by a vote of a majority of the outstanding voting
securities of a Fund on sixty days' written notice to the NBAI or TSIA. TSIA
shall not be liable to the NBAI, the Trust, or to any of the Funds or to any
shareholder for any act or omission except due to willful misfeasance, bad
faith, gross negligence, or reckless disregard of the obligations or duties
under the Peachtree Sub-Advisory Agreement.
In return for its sub-advisory services to the Funds, TSIA is entitled
to receive from NBAI sub-advisory fees, computed daily and payable monthly at
the annual rates listed below as a percentage of the average daily net assets of
the Funds.
16
<PAGE>
SUB-ADVISORY
FUND RATE OF COMPENSATION
Peachtree Georgia Tax-Free Income Fund 0.055%
Peachtree Government Money Market Fund 0.055%
Peachtree Bond Fund 0.15%
Peachtree Equity Fund 0.07%
On January 1, 1996 NBAI, TSIA and the Trust entered into a sub-advisory
agreement (the "Sub-Advisory Agreement") wherein TSIA would be appointed
Sub-Adviser to the Acquiring Funds.
The Sub-Advisory Agreement provides that subject to the supervision of
NBAI and the Board of Trustees, TSIA will provide a continuous investment
program for each Fund, including investment research and management. The
investment activities of TSIA shall be subject to any directives of the Board of
Trustees. And the services furnished by TSIA are not exclusive and TSIA shall be
free to furnish similar services to others so long as its services under the
Sub-Advisory Agreement would not be impaired. TSIA will pay all expenses
incurred by it in connection with its activities under the Sub-Advisory
Agreement other than the cost of securities, commodities and other investments,
including transaction charges. Further, TSIA will not be liable in connection
with it performance, except where a loss results from willful misfeasance, bad
faith or gross negligence on the part of TSIA.
In return for its sub-advisory services to the Acquiring Funds, TSIA is
entitled to receive from NBAI sub-advisory fees, computed daily and payable
monthly at the annual rates listed below as a percentage of the average daily
net assets of the Acquiring Fund.
SUB-ADVISORY
ACQUIRING FUND RATE OF COMPENSATION
Nations Government Money Market Fund 0.055%
Nations Capital Growth Fund 0.25%
Nations Strategic Fixed Income Fund 0.15%
Nations Georgia Intermediate Municipal Bond Fund 0.07%
NBAI is a wholly owned subsidiary of NationsBank. NBAI has its
principal offices at One NationsBank Plaza, Charlotte, North Carolina 28225.
TSIA is a wholly owned banking subsidiary of NationsBank, which in turn
is a wholly owned banking subsidiary of NationsBank Corporation, a bank holding
company organized as a North Carolina Corporation. TSIA has its principal
offices at One NationsBank Plaza, Charlotte, North Carolina 28255.
17
<PAGE>
Distribution and Shareholder Servicing Arrangements
Shares of the Funds are distributed by Federated Securities Corp.
("FSC"), a registered broker-dealer. FSC, a subsidiary of Federated Investors,
has its principal offices at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779. The Funds have adopted a distribution plan (the "Distribution Plan")
pursuant to Rule 12b-1 under the 1940 Act which permits the Funds to reimburse
FSC up to 0.75% (but in the case of the Peachtree Government Money Market Fund,
up to 0.25%) of such Funds' average daily net assets for actual expenses
incurred by FSC in connection with the distribution of such shares. The Funds
currently do not reimburse FSC for such expenses. In addition, under a
Shareholder Servicing Plan, each Fund may pay up to 0.25% as a shareholder
services fee to certain financial institutions to compensate financial
institutions which provide administrative and/or distribution related services.
The Funds currently are not paying any shareholder services fees.
Shares of the Acquiring Funds are distributed by Stephens, a full
service broker-dealer, pursuant to a distribution agreement. Stephens has its
principal offices at 111 Center Street, Little Rock, Arkansas 72201. Stephens
receives no compensation in connection with the distribution of the Primary A
Shares of the Acquiring Funds.
Other Services
Administrative Services. Administrative services, which may include
providing general oversight of other service providers, office space, utilities
and various legal and administrative services in connection with the
satisfaction of various regulatory requirements, are provided to the Funds by
Federated Administrative Services ("FAS"). FAS, a subsidiary of Federated
Investors, has its principal offices at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. For its services, FAS is entitled to receive a fee at
the annual rate of 0.15% of the combined average daily net assets of all
portfolios of Peachtree Funds up to $250 million; 0.125% of the next $250
million of the combined average daily net assets; 0.10% of the next $250 million
of the combined average daily net assets; and 0.075% of the combined average net
assets in excess of $750 million. The fee is allocated among all portfolios of
Peachtree Funds based on their relative net assets. The administrative fee
received during any fiscal year shall be at least $100,000 per Fund.
Stephens, First Data, and NationsBank serve as administrator,
co-administrator, and sub-administrator, respectively, of the Acquiring Funds
under agreements with the Trust. First Data , a wholly owned subsidiary or First
Data Corporation, has its principal offices at One Exchange Place, Boston,
Massachusetts 02109. The administrative services provided by Stephens, First
Data and NationsBank are substantially identical to those provided by the
administrator of the Funds. In return for providing administrative services to
the Acquiring Funds and the other funds of the Trust, Stephens and First Data
are entitled to a combined fee at the annual rate of 0.10% of the aggregate
average daily net assets of each Acquiring Fund and NationsBank is entitled to a
monthly fee from Stephens based on an annual rate of .01% of the Acquiring
Funds' average daily net assets
18
<PAGE>
Custodian, Transfer Agent and Other Service Providers. The Bank of New
York serves as the Funds' custodian and is located at 48 Wall Street, New York,
New York 10286. The Bank of New York maintains custody of the Funds' securities,
cash and other property in accordance with the 1940 Act. For such services, the
Bank of New York receives transaction fees and an annual fee from each Fund
based on the market value of the Fund's assets.
For the fiscal period ended March 31, 1996, the total annualized
operating expenses per share of the Funds were as follows:
<TABLE>
<CAPTION>
PEACHTREE FUND ANNUALIZED OPERATING EXPENSE RATIO
<S> <C>
Peachtree Government Money Market Fund 0.54% of average net assets (0.84% before waiver)
Peachtree Equity Fund 1.00% of average net assets (1.04% before waiver)
Peachtree Bond Fund 1.02% of average net assets (1.08% before waiver)
Peachtree Georgia Tax-Free Income Fund 0.00% of average net assets (9.85% before waiver)
</TABLE>
In addition, FSC provides transfer agency services to the Funds under
its administration agreement with the Funds.
NationsBank Texas serves as the Acquiring Funds' custodian. As such,
among other things, NationsBank Texas maintains custody of the securities, cash
and other property of the Acquiring Funds; delivers securities against payment
upon sale and pays for securities against delivery upon purchase; makes payments
on behalf of the Acquiring Funds for payments of dividends, distributions and
redemptions; endorses and collects on behalf of the Acquiring Funds all checks;
and receives all dividends and other distributions made on securities owned by
the Acquiring Funds. For such services, NationsBank Texas receives an
asset-based fee and transaction charges from the Acquiring Funds.
First Data serves as transfer agent for Primary A Shares of the
Acquiring Funds. For its services, First Data receives a monthly fee based on
the number of shareholder accounts it maintains and is reimbursed for its
out-of-pocket expenses.
For the fiscal year ended March 31, 1996, the total annualized expenses
per share of the Primary A Shares of the Acquiring Funds, after waivers, were as
follows:
19
<PAGE>
<TABLE>
<CAPTION>
ACQUIRING FUND ANNUALIZED OPERATING EXPENSE RATIO
<S> <C>
Nations Government Money Market Fund .30% of average daily net assets (0.59% before
waiver)
Nations Capital Growth Fund .96% of average daily net assets (0.96% before
waiver)
Nations Strategic Fixed Income Fund .72% of average daily net assets (0.83% before
waiver)
Nations Georgia Intermediate Municipal Bond Fund .50% of average daily net assets (0.83% before
waiver)
</TABLE>
Houston, Houston & Donnelly, Pittsburgh, Pennsylvania, and Dickstein,
Shapiro & Morin, L.L.P., Washington, D.C., serve as counsel to Peachtree Funds.
Ernst & Young LLP, Pittsburgh, Pennsylvania, serves as the independent
accountants for Peachtree Funds, and, as such, has audited the financial
statements of Peachtree Funds.
Morrison & Foerster LLP, 2000 Pennsylvania Avenue, N.W., Suite 5500,
Washington, D.C. 20006, is counsel to Nations Funds and special counsel to
NationsBank.
Price Waterhouse LLP, serves as independent accountant to Nations
Funds. Its address is 160 Federal Street, Boston, Massachusetts 02110.
For a complete description of these arrangements, see the section in
the relevant Acquiring Fund's Prospectus entitled "How the Funds Are Managed --
Other Service Providers."
SUMMARY COMPARISON OF PURCHASE, REDEMPTION AND EXCHANGE PROCEDURES
PURCHASES. Shares of the Peachtree Government Money Market Fund are
offered at net asset value, without a sales load, to all investors. Shares of
the Peachtree Equity Fund, the Peachtree Bond Fund and Peachtree Georgia
Tax-Free Income Fund are offered at net asset value, without a sales load, to
certain trust customers of Bank South and investors who purchase Fund shares
through Bank South Investment Services, Inc.'s wrap fee program. Shares of the
Peachtree Equity Fund, the Peachtree Bond Fund and the Peachtree Georgia
Tax-Free Income Fund are also offered at net asset value, with a sliding-scale
sales load, to individual and institutional investors. Purchases of Fund shares
may be made on any day on which the New York Stock Exchange and Federal Reserve
Wire System are open for business. The minimum initial investment in each Fund
by an investor is $1,000 ($500 for individual retirement accounts) and the
minimum subsequent investment is $100. Investors who purchase shares of the
Peachtree Equity Fund, the Peachtree Bond Fund or the Peachtree Georgia Tax-Free
Income Fund who are not trust customers of Bank South or participants in the
Bank South Investment
20
<PAGE>
Services, Inc.'s wrap fee program are subject to an initial sales charge
according to the following schedules:
PEACHTREE EQUITY FUND
Sales Load as a
Percentage of
Amount of Purchase Price Offering Price
------------------------ --------------
Less than $100,000 3.75%
$100,000 but less than $250,000 3.25%
$250,000 but less than $500,000 2.75%
$500,000 but less than $750,000 2.25%
$750,000 but less than $1,000,000 1.00%
$1,000,000 but less than $2,000,000 0.50%
$2,000,000 or more 0.00%
PEACHTREE BOND FUND AND PEACHTREE GEORGIA TAX-FREE INCOME FUND
Sales Load as a Percentage of
Offering Price
Amount of Purchase Price
Less than $100,000 2.50%
$100,000 but less than $250,000 2.00%
$250,000 but less than $500,000 1.50%
$500,000 but less than $750,000 1.00%
$750,000 but less than $1,000,000 0.50%
$1,000,000 or more 0.00%
The sales charge on such investors may be reduced through quantity
discounts and accumulated purchases, signing a letter of intent, using the
reinvestment privilege, or making concurrent purchases.
Primary A Shares of the Acquiring Funds are offered at net asset value
to financial institutions (including NationsBank and its affiliated and
correspondent banks) and fee-based planners, acting on behalf of their
customers, employee benefit plans, charitable foundations and endowments.
Primary A Shares may, at times, be sold to other similar categories of
investors. There is a minimum initial investment in Primary A Shares of $1,000
per record holder, but there is no minimum subsequent investment. Primary A
Shares of the non-money market funds may be purchased on any day on which the
New York Stock Exchange is open for trading. Primary A Shares of the money
market funds may be purchased on days which the Federal Reserve Bank of New York
is open for business.
REDEMPTIONS. Redemption orders for the Funds must be placed with
Bank South prior to 4:00 p.m. (Eastern time) in order for the order to be
accepted on that day. Shares may be redeemed on any day that a Fund computes its
net asset value. The Funds compute their net asset values at 4:00 p.m. (Eastern
time) (and for the Peachtree Government Money Market Fund, at
21
<PAGE>
12:00 noon (Eastern time) and 4:00 p.m. (Eastern time)), Monday through Friday,
except on: (i) days on which changes (if any) in the value of the Fund's
portfolio securities do not materially affect its net asset value; (ii) days
during which no shares are tendered for redemption and no orders to purchase
shares are received; and (iii) the following holidays: New Year's Day, Martin
Luther King Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and Christmas Day. The
Funds do not impose a redemption fee.
Primary A Shares of the Acquiring Funds may be redeemed in
accordance with the instructions and limitations pertaining to the shareholder's
account at his or her institution. The Trust may redeem a shareholder's Primary
A Shares if the investor's account drops below $500 as a result of redemptions
and the investor does not increase the balance to $500 on 60 days' written
notice. Redemption orders for shares of the Acquiring Funds may be placed before
4:00 p.m., Eastern time, (3:00 p.m., Eastern time, with respect to Nations
Government Money Market Fund) on any day that the Acquiring Funds are open for
business. Similarly, no fee is imposed on the redemption of Primary A Shares of
the Acquiring Funds.
EXCHANGES. Shares of a Fund may be exchanged for shares of the
other Funds or certain other funds designated by Bank South, which are
distributed by FSC, but are not advised by Bank South. Shares of a Fund with a
front-end sales load may be exchanged at net asset value for shares of other
funds with an equal front-end sales load or no sales load. However, if shares of
a Fund are exchanged for shares of another fund with a higher front-end sales
load than the Fund being exchanged, then the shareholder generally must pay the
difference between the maximum front-end sales charge applicable to the shares
being exchanged and those being acquired. The shares exchanged must have an
aggregate value of at least $1,000. The Funds impose a $10 service charge on
each exchange.
Primary A Shares of each Acquiring Fund may be exchanged for
Primary A Shares of any of the other funds of the Nations Fund Family which
offer Primary A Shares. For a listing of the funds of the Nations Fund Family,
see the Question and Answer Summary at the beginning of this Combined
Prospectus/Proxy Statement. An exchange of Primary A Shares for Primary A Shares
of another fund is made on the next calculated net asset value per share of each
fund after the exchange order is received. The Acquiring Fund and each of the
other funds of Nations Fund may limit the number of times this exchange feature
may be exercised by a shareholder within a specified period of time.
SUMMARY COMPARISON OF DIVIDEND POLICIES
Peachtree Government Money Market Fund and Peachtree Georgia
Tax-Free Income Fund declare dividends from net investment income daily and pay
the dividends monthly. Peachtree Equity Fund declares and pays dividends from
net investment income each fiscal quarter. Peachtree Bond Fund declares and pays
dividends from net investment income each month. Substantially all capital
gains, if any, are distributed at least annually by the Funds. Dividends and
distributions are automatically reinvested in additional shares unless the
shareholder has elected to receive such payment in cash.
22
<PAGE>
Nations Government Money Market Fund, Nations Strategic Fixed
Income Fund and Nations Georgia Intermediate Municipal Bond Fund declare
dividends from net investment income daily and pay the dividends monthly.
Nations Capital Growth Fund declares and pays dividends from net investment
income each quarter. Each Acquiring Fund's net realized capital gains (including
net short-term capital gains) are distributed at least annually. Dividends and
distributions of the Acquiring Funds are reinvested in additional Shares unless
the shareholder has elected to receive such payment in cash.
SUMMARY OF STRUCTURE AND ORGANIZATION
The Funds are part of Peachtree Funds, a Massachusetts business trust
registered as an open-end management investment company. Peachtree Funds
currently consists of five separate portfolios. The Acquiring Funds are part of
Nations Fund Trust, a Massachusetts business trust registered as an open-end
management investment company which was established in 1985 and which currently
consists of thirty-two separate portfolios. The number of portfolios of
Peachtree Funds and the Trust is subject to change.
RISK CONSIDERATIONS
Because the investment objective, policies, strategies and restrictions
of each Fund and its corresponding Acquiring Fund are substantially similar, the
overall level of investment risk should not materially change as a result of the
Reorganization. For additional information, see "Comparison of Investment
Objectives and Policies" and "Additional Comparative Information," below.
The following risk considerations that an investor should consider are
relevant to both the Funds and the Acquiring Funds (collectively the "funds" or
"fund"). Although NBAI will seek to achieve the investment objective of the
funds, there is no assurance that it will be able to do so. In addition, an
investment in either the Peachtree Government Money Market Fund or the Nations
Government Money Market Fund is neither insured nor guaranteed by the U.S.
Government and there can be no assurance that either fund will be able to
maintain a stable net asset value of $1.00 per share.
No single fund should be considered, by itself, to provide a complete
investment program for any investor. Investments in a Fund or an Acquiring Fund
are not insured against loss of principal.
Investments by a fund in common stocks and other equity securities are
subject to stock market risks. The value of the stocks that the fund holds, like
the broader stock market, may decline over short or even extended periods. The
value of a fund's investments in debt securities will tend to decrease when
interest rates rise and increase when interest rates fall. In general,
longer-term debt instruments tend to fluctuate in value more than shorter-term
debt instruments in response to interest rate movements. In addition, debt
securities that are not backed by the
23
<PAGE>
United States Government are subject to credit risk, which is the risk that the
issuer may not be able to pay principal and/or interest when due.
Since the Peachtree Georgia Tax-Free Income Fund and the Nations
Georgia Intermediate Municipal Bond Fund are non-diversified funds and invest
primarily in securities issued by entities located in a single state, each fund
is more susceptible to changes in value due to political or economic changes
affecting that state or its subdivisions.
Certain of the funds' investments constitute derivative securities,
which are securities whose value is derived, at least in part, from an
underlying index or reference rate. There are certain types of derivative
securities that can, under certain circumstances, significantly increase a
purchaser's exposure to market or other risks. NBAI, however, only purchases
derivative securities in circumstances where it believes such purchases are
consistent with such funds' investment objectives and do not unduly increase the
funds' exposure to market or other risks.
Certain funds may seek to achieve their investment objectives through
investments in securities of foreign issuers that involve risks not typically
associated with U.S. issuers. These considerations include the possibility of
expropriation or nationalization, exchange rate fluctuations, foreign taxation
and withholding, the unavailability of financial information or the difficulty
of interpreting financial information prepared under foreign accounting
standards, less liquidity and more volatility in foreign securities markets, the
impact of political, social, or diplomatic developments, and the difficulty of
assessing economic trends in foreign countries. It may also be more difficult to
enforce contractual obligations abroad than would be the case in the United
States because of differences in the legal systems. Transaction costs in foreign
securities may be higher. NBAI will consider these and other factors before
investing in foreign securities and will not make such investments unless, in
its opinion, such investments will meet a fund's standards and objective.
Lastly, certain funds may invest in certain options, futures and
currency swap strategies. When certain funds use financial futures and options
on financial futures as hedging devices, there is a risk that the prices of the
securities subject to the futures contracts may not correlate perfectly with the
prices of the securities in the fund's portfolio. This may cause the futures
contract and any related options to react differently than the portfolio
securities to market changes. In addition, expectations about the direction or
extent of market factors, such as interest rate movements, may not be realized.
In these events, a fund may lose money on the futures contract or option. In
addition, it is not certain that a secondary market for positions in futures
contracts or for options will exist at all times. The fund's ability to
establish and close out futures and options positions depends on this secondary
market. Although NBAI will consider liquidity before entering into option
transactions, there is no assurance that a liquid secondary market on an
exchange or otherwise will exist for any particular futures contract or option
at any particular time.
24
<PAGE>
THE PROPOSED TRANSACTION
AGREEMENT AND PLAN OF REORGANIZATION
The Plan provides that all of the assets of each Fund as of the Closing
Date will be transferred to the corresponding Acquiring Fund in exchange for
Primary A Shares of the corresponding Acquiring Fund and the assumption by the
Acquiring Fund of stated liabilities of the Fund. The Closing Date is expected
to be on or about September 27, 1996. A copy of the Plan is attached as Exhibit
A to this Combined Prospectus/Proxy Statement. Although portions of the Plan are
summarized below, this summary is qualified in its entirety by reference to the
Plan.
Promptly after the Closing Date, each Fund will distribute the shares
of the corresponding Acquiring Fund to the Fund's respective shareholders of
record as of the close of business on the Closing Date. Shareholders of a Fund
will receive Primary A Shares of the corresponding Acquiring Fund. The Primary A
Shares of the corresponding Acquiring Fund which will be issued for distribution
to each Fund's shareholders will be equal in value to the shares of the Fund
held as of the Closing Date. Peachtree Funds will then take all necessary steps
to terminate the qualification, registration and classification of the Funds.
All issued and outstanding shares of the Funds will be redeemed and canceled on
the Funds' books in exchange for shares of the Acquiring funds distributed.
Primary A Shares of the Acquiring Funds will be represented only by book
entries; no share certificates will be issued unless expressly requested in
writing. Certificates are not issued for fractional shares.
The consummation of the proposed Reorganization is subject to the
satisfaction of a number of conditions set forth in the Plan, including
shareholder approval. The Funds may waive certain conditions at any time before
or after approval of the Plan by the shareholders. The Plan also may be
terminated and the Reorganization abandoned at any time by the mutual written
consent of the Funds and the Acquiring Funds; by either such party without
liability to the other party (unless such party is otherwise in default or in
breach of the Plan) if the closing does not occur within a specified time
period; or by either party without liability to the other party if the other
party materially breaches any of its representations, warranties or covenants or
does not fulfill a condition precedent under the Plan. The Reorganization also
is subject to the condition, which cannot be waived, of obtaining an opinion of
counsel to the effect that the Reorganization constitutes a tax-free
reorganization for federal income tax purposes. NBAI or Stephens will be liable
for the expenses incurred in connection with the Plan, whether or not the
proposed Reorganization is consummated.
Shareholders of the Funds will have no dissenters' rights or appraisal
rights. All shareholders of the Funds as of the Closing Date, including those
that voted against the approval of the Plan, will receive Primary A Shares of
the corresponding Acquiring Fund. All shareholders of the Funds have the right
at any time up to the next business day preceding the Closing Date to redeem
their shares at net asset value according to the procedures set forth in the
Funds' prospectuses.
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<PAGE>
This summary does not purport to be a complete description of the Plan
and is subject to the terms and conditions of the Plan set forth in Exhibit A.
REASONS FOR THE PROPOSED TRANSACTION
Currently, the Funds and the Acquiring Funds are investment portfolios
of separate mutual fund companies. Although each Fund and its corresponding
Acquiring Fund have substantially similar investment objectives, policies and
restrictions, each must separately bear the costs of its operations.
Consolidating their separate operations should generally benefit the Funds'
shareholders by promoting more efficient operations on a more cost-effective
basis. In particular, each of the Acquiring Funds (except the Nations Georgia
Intermediate Municipal Bond Fund) currently operates and are expected to
continue to operate following consummation of the Reorganization, with lower
overall expense ratios than each of the Funds. Although the Peachtree Georgia
Tax-Free Income Fund currently operates with a lower overall expense ratio than
the Nations Georgia Intermediate Municipal Bond Fund as a result of the waiver
of investment advisory and other fees and this assumption of expenses by NBAI,
the Peachtree Funds, absent the Reorganization, do no expect these fee waivers
and expense reimbursements to continue indefinitely. Finally, because the Funds
and the Acquiring Funds receive investment advisory services from the same
investment adviser, NBAI, and because of the similarities between each Fund and
its corresponding Acquiring Fund, the considerations and risks involved with an
investment in the Acquiring Funds are expected to be comparable to those
associated with an investment in the Funds.
The transactions contemplated by the Plan were presented to the Board
of Trustees of Peachtree Funds for consideration at a Board meeting held on
February 29, 1996. The Board of Trustees of Peachtree Funds concluded
unanimously that the Reorganization is in the best interests of each Fund and
that the interests of its existing shareholders will not be diluted by the
Reorganization.
The Board of Trustees of Peachtree Funds, in reaching this conclusion,
considered the costs resulting from the separate operations of each Fund and the
corresponding Acquiring Fund in light of their substantially similar investment
objectives and policies. The Board of Trustees also considered the potential
expense savings, reduced per-share expenses, and benefits to the portfolio
management process that could result from combining the assets and operations of
the Funds and the Acquiring Funds. In this regard, the Board reviewed
information provided by the investment adviser, distributors and administrators
of the Funds and the Acquiring Funds, relating to the anticipated cost savings
to the shareholders of the Funds as a result of the Reorganization.
In particular, the Board determined that the elimination of duplicative
operations and the increase in asset levels of the Acquiring Funds after the
Reorganization should result in the following benefits for investors, although
there can be no assurances, of course, in this regard:
(1) ACHIEVEMENT OF REDUCED PER-SHARE EXPENSES AND
ECONOMIES OF SCALE. Combining the assets of the Funds with the assets
of the Acquiring Fund also should lead to reduced expenses, on a
per-share basis, to the shareholders of the Fund. Shareholders
26
<PAGE>
of the Peachtree Georgia Tax-Free Income Fund should note that the
total per share operating expenses, after fee waivers and/or
reimbursements, of the Primary A Shares of Nations Georgia Intermediate
Municipal Bond Fund are higher than those of the Peachtree Georgia
Tax-Free Income Fund. Before fee waivers and/or reimbursements,
however, the total per share operating expenses of the Primary A Shares
of Nations Georgia Intermediate Municipal Bond Fund are lower than
those of the Peachtree Georgia Tax-Free Income Fund. In this
connection, NBAI has advised the Board of Trustees of Peachtree Funds,
that there would be no assurance that it would continue to waive and/or
reimburse expenses of the Peachtree Georgia Tax-Free Income Fund on an
ongoing basis. The Peachtree Georgia Tax-Free Income Fund is too small
to remain viable as a separate fund, and, in the absence of the
Reorganization it is not anticipated that current fee waivers and
expense reimbursements would continue.
(2) BENEFITS TO THE PORTFOLIO MANAGEMENT PROCESS. Higher
asset levels also should enable the Acquiring Funds to purchase larger
individual portfolio investments (such as "round-lots" or other
quantities that may result in reduced transaction costs and/or other
more favorable pricing) and provide the opportunity for greater
portfolio diversity.
The Board of Trustees of Peachtree Funds based its decision to
recommend the proposed transaction on the consideration of a number of factors,
including, among other things:
(1) the terms and conditions of the Reorganization and
the fact that it would not result in a dilution of the existing
shareholders' interests;
(2) the comparability of each Fund's investment
objective, strategy and policies with those of its corresponding
Acquiring Fund, as well as the views of the investment adviser to the
Funds and the Acquiring Funds that any differences between the
investment policies and restrictions of each Fund and its corresponding
Acquiring Fund should not appreciably increase investment risks;
(3) the experience and resources of NBAI, and its
affiliates, with respect to providing investment management services
and the similarity between the Funds' and the Acquiring Funds'
respective distribution, administrative, transfer agency, shareholder
service and custody arrangements;
(4) the current and projected expense ratios, and
information regarding fees and expenses of the Funds, the Acquiring
Funds and other similar funds;
(5) the conditioning of the Reorganization on the
receipt of a legal opinion confirming the absence of any adverse
federal income tax consequences to the Funds or their shareholders
resulting from the Reorganization; and
(6) other factors deemed relevant.
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<PAGE>
In particular, the Board considered per share operating expense ratios
(total operating expenses expressed as a percentage of average net assets) both
before and after fee waivers and expense reimbursements for the single class of
shares of the Funds and the Primary A Shares of the Acquiring Funds, and on a
pro forma basis after giving effect to the Reorganization. As of November 30,
1995, these expense ratios, after waivers and reimbursements, were:
ESTIMATED OPERATING EXPENSE RATIOS
PEACHTREE GOVERNMENT MONEY MARKET FUND / NATIONS GOVERNMENT
MONEY MARKET FUND
Peachtree Government Money Nations Government Money Pro Forma
Market Fund Market Fund (reflects waivers)
0.54% 0.30% 0.30%
PEACHTREE EQUITY FUND / NATIONS CAPITAL GROWTH FUND
Nations Capital Pro Forma
Peachtree Equity Fund Growth Fund (reflects waivers)
1.00% 0.98% 0.98%
PEACHTREE BOND FUND / NATIONS STRATEGIC FIXED INCOME FUND
Nations Strategic Fixed Pro Forma
Peachtree Bond Fund Income Fund (reflects waivers)
1.02% 0.71% 0.71%
PEACHTREE GEORGIA TAX-FREE INCOME FUND / NATIONS GEORGIA INTERMEDIATE
MUNICIPAL BOND FUND
Nations Georgia
Peachtree Georgia Tax-Free Intermediate Municipal Bond Pro Forma
Income Fund Fund (reflects waivers)
None 0.55% 0.55%
DESCRIPTION OF THE SECURITIES TO BE ISSUED
The Acquiring Funds consist of an unlimited number of units of
beneficial interest without par value of the Trust, which is an open-end series
management investment company organized as
28
<PAGE>
a Massachusetts business trust on May 6, 1985. Shares of the Acquiring Funds
(other than the Nations Government Money Market Fund) are divided into the
following five classes of shares: Primary A Shares, Primary B Shares, Investor A
Shares, Investor C Shares and Investor N Shares. Shares of Nations Government
Money Market Fund are divided into the following six classes of shares: Primary
A Shares, Primary B Shares, Investor A Shares, Investor B Shares, Investor C
Shares and Investor D Shares. Shareholders are entitled to one vote for each
share held, and a fractional vote for fractional shares held on matters on which
they are entitled to vote. See "Additional Comparative Information."
Information regarding the Primary B, Investor B, Investor C, Investor D
and Investor N Shares of the relevant Acquiring Fund is contained in the
prospectus for such Acquiring Fund which accompanies this Combined
Prospectus/Proxy Statement.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the closing of the Reorganization, Peachtree Funds
and the Trust must receive a favorable opinion from Morrison & Foerster LLP,
counsel to the Trust, substantially to the effect that, for federal income tax
purposes: (a) the Reorganization will constitute a "tax-free" reorganization
within the meaning of Sections 368(a)(1)(C) of the Code; (b) no gain or loss
will be recognized by the Acquiring Funds or the Funds as a result of the
Reorganization; (c) no gain or loss will be recognized by shareholders of the
Funds upon the exchange of their Fund shares for shares of the corresponding
Acquiring Fund; (d) the federal income tax basis of the Acquiring Fund shares
received by a Fund shareholder pursuant to the Reorganization will be the same
as the basis of the Fund shares exchanged; (e) the holding period of the
Acquiring Fund shares so received will include the period during which the Fund
shareholder held shares of the Fund, provided such shares were held as a capital
asset; (f) the federal income tax basis of each Fund's assets acquired by the
corresponding Acquiring Fund will be the same as the federal income tax basis of
such assets immediately prior to the Reorganization; (g) the holding period of
each Fund's assets acquired by the corresponding Acquiring Fund will include the
period during which those assets were held by the Fund; and (h) each Acquiring
Fund will succeed to the corresponding Acquired Fund's tax attributes, described
in Section 381(c) of the Code, as of the end of the Closing Date. Peachtree
Funds and the Trust do not intend to seek a private letter ruling with respect
to the tax effects of the Reorganization.
RELATED PROPOSALS OF INTEREST TO FUND SHAREHOLDERS
The Peachtree Prime Fund of Peachtree Funds also is considering the
approval of a reorganization with Nations Prime Fund, a portfolio of Nations
Fund, Inc. This matter will be considered by the shareholders of the Peachtree
Prime Fund at the Special Meeting. The consummation of the Plan with respect to
the Funds is not contingent on the approval of this matter by the Peachtree
Prime Fund.
CAPITALIZATION
The following table shows the capitalization of the Acquiring Funds and
the Funds as of March 31, 1996 and on a pro forma basis as of that date after
giving effect to the Reorganization:
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<PAGE>
PEACHTREE GOVERNMENT MONEY MARKET FUND / NATIONS GOVERNMENT
MONEY MARKET FUND
<TABLE>
<CAPTION>
Peachtree Government Nations Government
Money Market Fund Money Market Fund Pro Forma Combined
<S> <C> <C> <C>
Net assets $78,098,097 $336,771,168 $414,869,265
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Net asset per share $1.00 $1.00 $1.00
Shares outstanding 78,098,097 336,805,970 414,904,067
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Shares authorized Unlimited Unlimited Unlimited
PEACHTREE EQUITY FUND / NATIONS CAPITAL GROWTH FUND
Peachtree Equity Fund Nations Capital Growth Pro Forma Combined
Fund
Net assets $111,757,147 $839,300,160 $951,057,307
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Net asset per share $12.95 $13.43 $13.43
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Shares outstanding 8,632,609 62,500,885 70,823,200
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Shares authorized Unlimited Unlimited Unlimited
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<PAGE>
PEACHTREE BOND FUND / NATIONS STRATEGIC FIXED INCOME FUND
Nations Strategic
Peachtree Bond Fund Fixed Income Fund Pro Forma Combined
Net assets $78,614,768 $823,889,660 $902,504,428
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Net asset per share $9.57 $9.93 $9.93
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Shares outstanding 8,214,477 82,995,242 90,914,569
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Shares authorized Unlimited Unlimited Unlimited
PEACHTREE GEORGIA TAX-FREE INCOME FUND /
NATIONS GEORGIA INTERMEDIATE MUNICIPAL BOND FUND
Nations Georgia
Peachtree Georgia Intermediate Municipal
Tax-Free Income Fund Bond Fund Pro Forma Combined
Net assets $2,148,731 $38,221,500 $40,370,231
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Net asset per share $10.02 $10.63 $10.63
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Shares outstanding 214,352 3,594,418 3,796,488
(Fund Shares) (Primary A Shares) (Fund Shares / Primary
A Shares)
Shares authorized Unlimited Unlimited Unlimited
</TABLE>
As of July __, 1996, the net assets of the Peachtree Government Money
Market Fund and the Peachtree Equity Fund equaled more than 10% of the assets of
the corresponding Acquiring Fund, and pro forma financial statements have been
included in the Statement of Additional
31
<PAGE>
Information. As of July __, 1996, the net assets of the other Funds equaled less
than 10% of the assets of the corresponding Acquiring Fund, and therefore, pro
forma financial statements are not provided for such Funds.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
INVESTMENT OBJECTIVES AND POLICIES
The investment objective and policies of each Fund are substantially
similar to those of the corresponding Acquiring Fund. However, the investment
objective of each Fund is "fundamental" which means that it may not be changed
without the consent of a majority of the Fund's outstanding shares, as defined
in the 1940 Act. The investment objective of each Acquiring Fund is
"non-fundamental," which means that it may be changed without a vote of the
Acquiring Fund's shareholders.
PEACHTREE GOVERNMENT MONEY MARKET FUND / NATIONS GOVERNMENT MONEY MARKET FUND
The Peachtree Government Money Market Fund's investment objective is to
achieve current income consistent with stability of principal and liquidity. The
Nations Government Money Market Fund has a substantially identical objective, to
seek as high a level of current income as is consistent with liquidity and
stability of principal.
The Peachtree Government Money Market Fund pursues its investment
objective by investing in a portfolio of short-term securities (maturing
generally in 13 months or less) issued by the U.S. Government, its agencies and
instrumentalities and backed by the full faith and credit of the U.S.
Government. The average maturity of U.S. Government securities in the Fund,
computed on a dollar-weighted basis, will be 90 days or less. U.S. Government
securities that the Fund may invest in include U.S. Treasury bills, other notes,
bonds and discount notes of U.S. Government agencies and instrumentalities. The
Fund may also invest in repurchase agreements, lend portfolio securities,
purchase securities on a when-issued or delayed delivery basis and invest in
securities of other investment companies.
Similarly, the Nations Government Money Market Fund seeks to achieve
its objective by investing in a diversified portfolio of U.S. Government
obligations generally with maturities of 397 days or less from the date of
purchase. Unlike the Peachtree Government Money Market Fund, which may only
invest in securities backed by the full faith and credit of the U.S. Government,
the Nations Government Money Market Fund may also invest in obligations of
federal agencies, authorities and instrumentalities, the interest and principal
of which are not guaranteed by the U.S. Government. Furthermore, the Nations
Government Money Market Fund also may invest in repurchase agreements, lend
portfolio securities, invest in securities of other investment companies and
invest in reverse repurchase agreements.
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<PAGE>
PEACHTREE EQUITY FUND / NATIONS CAPITAL GROWTH FUND
The Peachtree Equity Fund's investment objective is to achieve
long-term growth of capital and income. The Nations Capital Growth Fund's
investment objective is to seek growth of capital by investing in companies that
are believed to have superior earnings growth potential.
The Peachtree Equity Fund and Nations Capital Growth Fund both seek to
achieve their investment objective by investing primarily in common stocks. In
this regard, the Peachtree Equity Fund and Nations Capital Growth Fund, under
normal market conditions, invest at least 65% of their respective total assets
in common stocks. The investment advisers of Peachtree Equity Fund and Nations
Capital Growth Fund generally select common stocks for purchase based upon such
advisers' belief that the stocks are undervalued relative to the overall stock
market.
The common stocks selected for purchase by the Peachtree Equity Fund
generally are issued by high quality companies that are in the top 30% of their
industries with regard to revenues. However, the investment adviser also
considers other factors such as product position, market share, potential
earnings growth, or asset values, which may, in some cases, outweigh the
importance of revenues. In contrast, Nations Capital Growth Fund normally
invests in larger capitalization, high-quality companies which possess above
average earnings growth potential. The Peachtree Equity Fund and Nations Capital
Growth Fund also may invest in preferred stocks, securities (debt and preferred
stock) convertible into common stocks, warrants and rights to purchase common
stocks and money market instruments. Both the Peachtree Equity Fund and Nations
Capital Growth Fund also may purchase the securities of foreign issuers.
However, the Peachtree Equity Fund restricts its investment in foreign
securities to securities that are traded publicly in the United States. There
may be additional risks involved with Nations Capital Growth Fund's investments
in foreign securities not traded on U.S. exchanges, including the possibility
that there may be less publicly available information about the issuer. In
addition, foreign stock markets generally are not as developed or as efficient
as those in the U.S., commissions may be higher than on U.S. exchanges, and
there generally is less government supervision and regulation of foreign stock
exchanges and brokers than in the U.S. Furthermore, Nations Capital Growth Fund
may be exposed to fluctuations in currency exchange rates and the costs of
converting foreign currencies into U.S. dollars and U.S. dollars into foreign
currencies.
PEACHTREE BOND FUND / NATIONS STRATEGIC FIXED INCOME FUND
The Peachtree Bond Fund's investment objective is to achieve current
income. The Nations Strategic Fixed Income Fund's investment objective is to
seek total return by investing primarily in investment grade fixed income
securities.
The Peachtree Bond Fund and Nations Strategic Fixed Income Fund both
seek to achieve their investment objectives by investing primarily in fixed
income securities. In this regard, the Peachtree Bond Fund seeks to achieve its
objective by investing, under normal market conditions, at least 65% of its
total assets in bonds. The Peachtree Bond Fund intends to maintain a
dollar-weighted average portfolio maturity of 15 years or less. The Peachtree
Bond Fund may invest in, among other things, domestic issues of corporate debt
obligations rated in one of the four highest
33
<PAGE>
rating categories by S&P, Fitch, Duff & Phelps or Moody's (or unrated
obligations determined by NBAI to be of comparable quality), commercial paper
which matures in 270 days or less so long as at least two ratings are high
quality ratings by S&P, Fitch, Duff & Phelps or Moody's, U.S. Government
securities, asset-backed securities in one of the two highest rating categories
by a nationally recognized statistical rating organizations ("NRSRO") (or
unrated obligations determined by NBAI to be of comparable quality), U.S. dollar
denominated debt obligations of foreign issuers, repurchase agreements, time and
savings deposits in commercial or savings banks whose accounts are insured by
FDIC and securities of other investment companies. The Nations Strategic Fixed
Income Fund has a substantially similar investment policy except in meeting this
policy, such Fund (i) may invest in corporate debt obligations rated investment
grade by one of the six NRSROs (or, if not rated, determined by NBAI to be of
comparable quality), (ii) may invest in mortgage-backed securities that are not
U.S. Government securities, and (iii) may invest in asset-backed securities that
are rated below the top two categories by a NRSRO. Corporate debt obligations
rated in the fourth highest category have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than is the case
with higher grade debt obligations.
Nations Strategic Fixed Income Fund may invest the remainder of its
assets in dollar denominated debt obligations of foreign issuers, asset-backed
securities rated by one of the six NRSROs (or, if not rated, determined by NBAI
to be of comparable quality), dividend paying preferred and common stocks and
real estate investment trust securities.
The Peachtree Bond Fund and Nations Strategic Fixed Income Fund also
may lend their portfolio securities and may purchase and sell financial futures
and options on futures transactions. The Peachtree Bond Fund (i) will limit the
aggregate value of the assets underlying covered call options or put options
written by the fund to not more than 25% of its net assets, (ii) will limit the
premiums paid for options purchased by the fund to 20% of its net assets, and
(iii) will limit the margin deposits on futures contracts entered into by the
fund to 5% of its net assets. Nations Strategic Fixed Income Fund is subject to
similar limitations, except that the aggregate percentage in (iii) above is
subject to the further limit that immediately after entering into such
contracts, no more than 30% of the fund's total assets would be represented by
such contracts. In addition, Nations Strategic Fixed Income Fund may invest in
dollar roll transactions and a range of derivative securities including interest
rate swaps, caps and floors for hedging purposes and long calls. Dollar roll
transactions may be considered to be a form of leverage. When a fund engages in
leverage transactions, the net asset value of its shares may be subject to
greater fluctuation until the borrowing is paid off.
PEACHTREE GEORGIA TAX-FREE INCOME FUND / NATIONS GEORGIA INTERMEDIATE MUNICIPAL
BOND FUND
The Peachtree Georgia Tax-Free Income Fund's investment objective is to
provide current income exempt from federal income tax and the personal income
taxes imposed by the State of Georgia. The Nations Georgia Intermediate
Municipal Bond Fund's investment objective is to seek high current income exempt
from Federal and Georgia state income taxes consistent with
34
<PAGE>
moderate fluctuation of principal. The Nations Georgia Intermediate Municipal
Bond Fund invests investment grade, intermediate-term municipal securities.
Under normal market conditions, the Peachtree Georgia Tax-Free Income
Fund invests at least 65% of its total assets in obligations issued by and on
behalf of the State of Georgia, its political subdivisions, authorities and
agencies; debt obligations of any state, territory, or possession of the United
States, including the District of Columbia, or any political subdivision of any
of these; and participation interests in any of the above obligations exempt
from both federal income tax and the personal income tax imposed by the State of
Georgia. Similarly, Nations Georgia Intermediate Municipal Bond Fund invests,
under normal market conditions, at least 65% of its total assets in municipal
bonds and substantially all of its assets in municipal securities issued by the
State of Georgia, its political subdivisions, agencies, instrumentalities and
authorities.
It is a fundamental policy of the Georgia Tax-Free Income Fund that it
will invest its assets so that, under normal circumstances, at least 80% of its
annual interest income is exempt from federal income tax (including alternative
minimum tax). Nations Georgia Intermediate Municipal Bond Fund also, as a matter
of fundamental policy, invests at least 80% of its net assets in obligations the
interest on which is exempt from regular Federal and Georgia state income taxes.
Under normal market conditions, both the Peachtree Georgia Tax-Free
Income Fund and Nations Georgia Intermediate Municipal Bond Fund may invest up
to 20% of their assets in taxable instruments and instruments subject to the
federal alternative minimum tax and, for temporary defensive purposes, may
invest in short-term taxable obligations in such proportions as, in NBAI's
opinion, prevailing market or economic conditions warrant.
Although there are no restrictions on the average or maximum portfolio
maturity of the Fund, Nations Georgia Intermediate Municipal Bond Fund will
maintain an average dollar weighted portfolio maturity of between three and ten
years, except during temporary defensive periods. Unlike the Peachtree Georgia
Tax-Free Income Fund, Nations Georgia Intermediate Municipal Bond Fund may loan
its portfolio securities to qualified institutional investors. In addition, the
Nations Georgia Intermediate Municipal Bond Fund may also invest in derivative
securities.
INVESTMENT RESTRICTIONS
The fundamental investment restrictions of the Funds and the Acquiring
Funds are substantially identical except for the following differences:
1. Each Acquiring Fund may not borrow money or issue senior
securities as defined in the 1940 Act except that (a) it may borrow money from
banks for temporary purposes in amounts up to one-third of the value of its
total assets at the time of the borrowing, provided that borrowings in excess of
5% of the value of its total assets will be repaid prior to the purchase of
portfolio securities, (b) it may enter into commitments to purchase securities
in accordance with its investment program, including delayed delivery and
when-issued securities which may be
35
<PAGE>
considered the issuance of senior securities, (c) it may issue multiple classes
of shares in accordance with SEC regulations, and (d) the purchase and sale of
futures contracts and related options shall not be considered to involve
borrowing or the issuance of senior securities. The Funds have similar
investment restrictions except that exceptions (b) and (d) are not included.
Furthermore, the Funds' restriction provides that the Funds will not borrow
money for investment leverage, but rather as a temporary, extraordinary, or
emergency measure to facilitate management of the portfolio by enabling the
Funds to meet redemption requests when the liquidation of portfolio securities
is deemed to be inconvenient or disadvantageous.
2. The Acquiring Funds and the Funds may not sell securities short,
but the Acquiring Funds may sell short "against the box." A short sale is the
sale of a security that the fund does not own. A short sale is "against the box"
if at all times when the short position is open, the fund owns an equal amount
of securities convertible into, or exchangeable without further consideration
for, securities of the same issuer as the securities sold short.
3. The Acquiring Funds may not invest in real estate or real estate
limited partnerships interests unless such interests are listed on a national
stock exchange. The Funds may not invest in any real estate or real estate
limited partnership interests although it may invest in the securities of
companies whose business involves the purchase or sale of real estate or in
securities which are secured by real estate or which represent interests in real
estate.
In addition, the Acquiring Funds have the following non-fundamental
investment restrictions. Except as noted below, these non-fundamental investment
restrictions are substantially similar to fundamental investment restrictions of
the Funds. As discussed above, fundamental restrictions of a Fund may not be
changed without a vote of a majority of the outstanding voting securities of the
Fund; non-fundamental policies may be changed without a shareholder vote.
1. The Acquiring Funds may not purchase securities for the purpose of
exercising control.
2. The Acquiring Funds may not purchase or retain the securities of
any issuer if the officers, directors or Trustees of the Trust, its advisers or
managers owning beneficially more than one-half of one percent of the securities
of the issuer together own beneficially more than 5% of such securities.
3. The Acquiring Funds may not purchase oil, gas or mineral leases or
other interests, except that the Acquiring Funds may purchase and sell the
securities of companies engaged in the exploration, development, production,
refining, transporting and marketing of oil, gas or minerals.
4. The Acquiring Funds may not invest in warrants valued at the lower
of cost or market, in excess of 5% of the value of their respective assets, and
no more than 2% of the value of their respective net assets may be invested in
warrants that are not listed on the New York or American Stock Exchange.
36
<PAGE>
5. The Nations Government Money Market Fund may not purchase
securities of any one issuer (other than U.S. Government obligations and
repurchase agreements fully collateralized by such obligations) if, immediately
after such purchase, more than 5% of the value of the Fund's assets would be
invested in the securities of such issuer. However, up to 25% of the Fund's
total assets may be invested for a period of three business days in the
securities of a single issuer without regard to such 5% limitation.
6. The Acquiring Funds may not invest more than 15% (in the case of
the Nations Government Money Market Fund, 10%) of the value of their respective
net assets in illiquid securities, including repurchase agreements, time
deposits and guaranteed investment contracts with maturities in excess of seven
days, illiquid restricted securities and other securities that are not readily
marketable. For purposes of this restriction, illiquid securities do not include
securities which may be resold under Rule 144A or Section 4(2) under the
Securities Act of 1933 and which are deemed liquid under guidelines adopted by
the Trust's Board of Trustees.
7. The Acquiring Funds may not pledge, mortgage or hypothecate any
assets except to secure permitted borrowings and then only in an amount up to
33-1/3% of the value of the Acquiring Fund's total assets at the time of the
borrowing. The Funds' substantively identical fundamental restriction limits
such permitted actions to 15% of the value of the Fund's total assets at the
time of the borrowing.
8. The Acquiring Funds may not purchase puts, calls, straddles,
spreads and any combination thereof if by reason thereof the value of their
aggregate investment in such securities will exceed 5% of their respective total
assets. Such restriction does not apply to (i) the purchase of standby
commitments and futures contracts and related options, and (ii) short-term
credits necessary for the clearance of portfolio securities transactions. With
respect to the Funds, the Funds cannot write or purchase puts, calls or
combinations thereof, except (i) the Peachtree Equity Fund and the Peachtree
Bond Fund may invest in futures and options on futures, (ii) the Peachtree
Equity Fund and the Peachtree Bond Fund may write covered call options and
purchase put options if it owns the security covered by the put option and the
premiums paid on all put options outstanding do not exceed 5% of its total
assets, and (iii) the Equity Portfolio and Special Equity Portfolio may not
invest more than 5% of their total assets in puts, calls or combinations
thereof.
Finally, the Acquiring Funds have a non-fundamental investment policy
which prohibits each Acquiring Fund from purchasing the securities of unseasoned
issuers (including their predecessors) that have been in operation for less than
three years if the Acquiring Fund's aggregate investment in such securities
would exceed 5% of its total assets. The Funds (except the Peachtree Government
Money Market Fund) also have a substantively identical, non-fundamental
investment restriction.
37
<PAGE>
PORTFOLIO MANAGERS
Peachtree Equity Fund / Nations Capital Growth Fund
Philip J. Sanders, CFA, is a Senior Product Manager, Equity Management
for TSIA and Senior Portfolio Manager for Peachtree Equity Fund and Nations
Capital Growth Fund. Mr. Sanders has been Portfolio Manager for Nations Capital
Growth Fund since 1995 and Peachtree Equity Fund since 1996. Previously he was
Senior Vice President and Senior Portfolio Manager for the Investment Management
Group at NationsBank. Mr. Sanders has worked in the financial investment
community since 1981. His past experience includes portfolio management, equity
research and financial analysis for the Investment Management Group at
NationsBank and Duke Power Company. Mr. Sanders received a B.A. in Economics
from the University of Michigan and an M.B.A. from the University of North
Carolina at Charlotte. He holds the Chartered Financial Analyst designation and
is a member of the Association for Investment Management and Research as well as
the North Carolina Society of Financial Analysts, Inc.
Peachtree Bond Fund / Nations Strategic Fixed Income Fund
Gregory H. Cobb is a Senior Product Manager, Fixed Income Management
for TSIA and Senior Portfolio Manager for Nations Strategic Fixed Income Fund
and Peachtree Bond Fund. Mr. Cobb has been Portfolio Manager for Nations
Strategic Fixed Income Fund since 1995 and Peachtree Bond Fund since 1996.
Previously he was Vice President and Senior Portfolio Manager for the Investment
Management Group at NationsBank. Mr. Cobb has worked in the investment community
since 1987. His past experience includes portfolio management of intermediate
duration and insurance products for Trust Company Bank and Barnett Bank Trust
Company Inc. Mr. Cobb received a B.A. in Economics from the University of North
Carolina at Chapel Hill.
Peachtree Georgia Tax-Free Income Fund / Nations Georgia
Intermediate Municipal Bond Fund
Michele M. Poirier is a Senior Product Manager, Municipal Fixed Income
Management for TSIA and Senior Portfolio Manger for Nations Municipal Income
Fund, Nations Florida Intermediate Municipal Bond Fund, Nations Florida
Municipal Bond Fund, Nations Georgia Intermediate Municipal Bond Fund, Nations
Georgia Municipal Bond Fund, Nations South Carolina Intermediate Municipal Bond
Fund, Nations South Carolina Municipal Bond Fund and Peachtree Georgia Tax-Free
Income Fund. Ms. Poirier has been Portfolio Manager for Nations Municipal Income
Fund, Nations Florida Intermediate Municipal Bond Fund, Nations Georgia
Intermediate Municipal Bond Fund, South Carolina Intermediate Municipal Bond
Fund since 1992 and Peachtree Georgia Tax-Free Income Fund since 1996. She has
been Portfolio Manager for the other Funds since 1993. Previously she was senior
Vice President and Senior Portfolio Manager for the Investment Management Group
at NationsBank. She has worked in the investment community since 1974. Her past
experience includes serving as Director of Trading, Institutional Sales, and
Municipal Trader for Financial Service Corporation, Bankers Trust Company and
The Robinson-Humphrey Company respectively. Ms. Poirier received a B.B.A. in
Marketing from Georgia State University.
38
<PAGE>
* * * *
It is not anticipated that the above-mentioned differences in
investment policies and restrictions will, individually or in the aggregate,
result in an appreciable variation between the level of investment risks
associated with an investment in each Fund. For a more complete description of
the Acquiring Funds' investment policies and restrictions, see "Objectives" and
"How Objectives Are Pursued" in the appropriate Acquiring Fund's Prospectus and
"Additional Information on Fund Investments" in the Acquiring Funds' Statement
of Additional Information. For a more complete description of the Funds'
investment policies and restrictions, including relevant risk factors, see
"Investment Objective," "Investment Policies," and "Certain Borrowing and
Investment Limitations" in the relevant Fund's Prospectus and "Investment
Objective and Policies" in the Funds' Statement of Additional Information.
39
<PAGE>
ADDITIONAL COMPARATIVE INFORMATION
COMPARISON OF RIGHTS OF SECURITY HOLDERS
Each of the Peachtree Funds and the Trust is a Massachusetts business
trust, registered under the 1940 Act as an open-end series management investment
company. Peachtree Funds was established under a Declaration of Trust dated
September 22, 1993. The Trust was organized under a Declaration of Trust dated
May 6, 1985. Both Peachtree Funds and the Trust are authorized to issue an
unlimited number of shares which may be divided into separate funds and
portfolios and separate classes of shares.
Each share of Peachtree Funds represents an equal proportionate
interest in that portfolio with each other share. Shares are entitled upon
liquidation to a pro rata share in the net assets of the portfolios.
Shareholders of Peachtree Funds have no preemptive rights. The Declaration of
Trust provides that the Trustees of Peachtree Funds may create additional
portfolios or classes of shares. All consideration received by Peachtree Funds
for shares of any additional series and all assets in which such consideration
is invested would belong to that portfolio and would be subject to the
liabilities related thereto.
Each share of the Acquiring Funds is without par value, represents an
equal proportionate interest in the related fund with other shares of the same
class, and is entitled to such dividends and distributions out of the income
earned on the assets belonging to such fund as are declared in the discretion of
the Trust's Board of Trustees. Once properly issued and outstanding, each share
is fully paid and nonassessable and has only such conversion or exchange rights
as the Board of Trustees grants in its discretion, and has no preemptive rights.
Shareholders have noncumulative voting rights, which means that the holders of a
plurality of the shares voting for the election of the Trust's Board of Trustees
can elect all of the Trust's Board of Trustees if they choose to do so. The
Trust normally does not hold annual meetings of shareholders, except as required
under the 1940 Act.
Shareholders of Peachtree Funds and the Trust are entitled to one vote
for each full share held and a proportionate fractional vote for each fractional
share held. Shareholders of each fund of the Trust vote in the aggregate and not
by fund, and shareholders of each fund vote in the aggregate and not by class
except as otherwise required by law or when the Board of Trustees of the Trust
determines the matter to be voted on affects only the interests of shareholders
of a particular fund or class. Shareholders of Peachtree Funds vote by
portfolio, and not in the aggregate, except when a vote by all portfolios or by
class is required by law. In addition, portfolios and funds vote in the
aggregate on such matters as the election of the Board of Trustees; shares are
voted by individual portfolio or fund on matters such as the approval of
investment advisory agreements; and shares are voted by class on such matters as
the approval of distribution plans adopted pursuant to Rule 12b-1 under the 1940
Act for such class.
40
<PAGE>
For a complete description of the attributes of the Funds' shares,
including how to purchase, redeem or exchange shares and certain restrictions
thereon, taxation of the Funds and its shareholders, and dividend and
distribution policies, see the sections in the Funds' Prospectuses entitled
"Investing in the Fund," "Redeeming Shares," "Shareholder Information," and "Tax
Information." Additional information about the Funds is included in their
Prospectuses, each dated November 30, 1995, which are incorporated by reference
herein, and in the Funds' Statement of Additional Information, dated November
30, 1995. Copies of the Statement of Additional Information may be obtained
without charge by calling Peachtree Funds at (800) 626-2275
For a more complete description of the attributes of the Acquiring
Funds' shares, including how to purchase, redeem or exchange shares, see the
sections in the Acquiring Funds' Prospectuses entitled "Organization and
History," "How to Buy Shares," "How to Redeem Shares," "How to Exchange Shares"
and "How Dividends and Distributions are Made; Tax Information." Additional
information about the Acquiring Funds is included in their Prospectuses dated
July 31, 1996, and Statement of Additional Information dated July 31, 1996,
copies of which may be obtained without charge by calling Nations Fund at (800)
626-2275
Additional information regarding the Reorganization is contained in the
Statement of Additional Information, dated August 5, 1996, to this Combined
Prospectus/Proxy Statement. The Statement of Additional Information is
incorporated by reference herein and may be obtained by calling Nations Fund at
(800) 626-2275.
MISCELLANEOUS
ADDITIONAL INFORMATION
The Trust and Peachtree Funds are each subject to the informational
requirements of the 1940 Act, and in accordance therewith each files reports,
proxy materials and other information with the SEC. Such reports, proxy
materials and other information may be inspected and copied at the public
reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such materials can be obtained from the Public Reference
Branch, Office of Consumer Affairs and Information Services, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
VOTING MATTERS
As defined by the 1940 Act, a "majority of the outstanding voting
securities" of a Fund means the vote of (i) 67% or more of the Fund's or class'
outstanding shares present at the Special Meeting, if the holders of more than
50% of the outstanding shares of the Fund are present or represented by proxy at
the Special Meeting, or (ii) more than 50% of the Fund's or class' outstanding
shares, whichever is less. Any proxy which is properly executed and received in
time to be voted at the Special Meeting will be counted in determining whether a
quorum is present and will be voted in accordance with the instructions marked
thereon. In the absence of any instructions, such proxy will be voted in favor
of the approval of the Plan. If the Plan is approved at the Special Meeting, the
effective date of the Reorganization ("Closing Date") is
41
<PAGE>
expected to be on or about September 27, 1996. Abstentions and "broker
non-votes" (i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owners or other persons
entitled to vote shares as to a particular matter with respect to which the
brokers or nominees do not have discretionary power to vote) will not be counted
for or against any proxy to which they relate, but will be counted for purposes
of determining whether a quorum is present and will be counted as votes present
for purposes of determining a "majority of the outstanding voting securities"
present at the Special Meeting. For this reason, abstentions and broker
non-votes will have the effect of a vote against the proposals.
The duly appointed Proxies may, in their discretion, vote upon such
other matters as properly may come before the Special Meeting or any
adjournment(s) thereof, including any proposal to adjourn a meeting at which a
quorum is present to permit the continued solicitation of proxies in favor of
the Reorganization. In case any such adjournment is proposed with respect to any
item, the duly appointed proxies will vote those proxies which they are entitled
to vote for such item in favor of adjournment, and will vote those proxies
required to be voted against such item against adjournment. A shareholder vote
may be taken on one of the items described in this Combined Prospectus/Proxy
Statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate. A shareholder of the Funds may revoke his or
her proxy at any time prior to its exercise by delivering written notice of
revocation or by executing and delivering a later-dated proxy to the Secretary
of Peachtree Funds, at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779, or by attending the Special Meeting in person to vote the shares of
the Funds held by such shareholder. The date of the first mailing of this
Combined Prospectus/Proxy Statement to shareholders is approximately August 5,
1996.
SOLICITATION OF PROXIES AND PAYMENT OF EXPENSES
The cost of soliciting proxies for the Special Meeting, consisting
principally of printing and mailing expenses, together with the costs of any
supplementary solicitation and proxy soliciting services provided by third
parties, will be borne by NBAI or Stephens. Proxies will be solicited in the
initial, and any supplemental, solicitation by mail and may be solicited in
person, by telephone, telegraph, or other electronic means by officers of
Peachtree Funds.
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<PAGE>
SECTION 17(B) EXEMPTIVE APPLICATION
The Trust and the Peachtree Funds ("Applicants") have requested an
order of the SEC pursuant to Section 17(b) of the 1940 Act granting an exemption
from Section 17(a) of the 1940 Act to permit the Applicants to consummate the
Reorganizations. The Reorganizations would be exempt from the prohibitions of
Section 17(a) by virtue of Rule 17a-8 except for the fact that the Funds may be
considered affiliated for reasons other than having a common investment adviser,
common directors and/or common officers. Because the Applicants believe that 1)
the terms of the proposed Reorganizations, including consideration to be paid or
received, are reasonable and fair and do not involve overreaching on the part of
any persons concerned; 2) the proposed Reorganizations are consistent with the
policies of each of the Acquired Funds and the Acquiring Funds; and 3) the
proposed transactions are consistent with the general purposes of the Act, it is
expected that the SEC will approve the Exemptive Application.
PEACHTREE FUNDS -- 5% OWNERSHIP AS OF JUNE 26, 1996
<TABLE>
<CAPTION>
Amount Percentage Percentage of
Peachtree Fund Name and Address of Shares of Fund Fund Post-Closing
<S> <C> <C> <C> <C>
Georgia Tax-Free AGT CO TR U/A 14,041.471 10.04% .25%
Income Fund BETTY TRIP SIEMON
3 Okeechobee Court
Destin, FL 32541
CO TR U/W 28,154.341 19.93% .50%
KATHERINE K RAY
4506 Ridgegate Drive
Duluth, GA 30155-2322
Government Money BK SOUTH DIRECTORS 2,008,781.84 5.56% .43%
Market Fund DEFERRED COMP
420 Riverside Parkway
Atlanta, GA 30328
EX ESTATE REUNETTE 6,085,938.290 18.44% 1.29%
HARRIS
W C Harris & Co
P.O. Box 727
Winder, GA 30680
TR U/A AMERICAN 2,916,166.160 8.81% .62%
CANCER GENERAL
American Cancer Society
Georgia Division Inc
2200 Lake Boulevard
Atlanta, GA 30319
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<PAGE>
N W GA HEALTH 12,996,418.810 36.002% 2.75%
SYSTEM, INC
Promina Support Center
Acct Dept
P O Box 725504
Atlanta, GA 31139
Equity Fund PT NATIONSBANK 21,646,124.241 9.68% 2.63%
EQUITY FUND
NC1-007-21-02
Charlotte, NC 28255-0001
TR BANK SOUTH/ 867,074.702 8.17% 1.09%
EQUITY PS
3550 Cumberland Circle
Atlanta, GA 30339
SOUTHERN REG 585,518.004 5.60% .75%
MEDICAL CTR - DBP
P O Box 328
Riverdale, GA 30274
Bond Fund PT NATIONSBK NATIONS 2,161,674.458 28.25% 2.15%
FUNDS FIXED
NC1-007-21-02
Charlotte, NC 28255-0001
SOUTHERN REGIONAL 618,291.964 8.02% .61%
MEDICAL CTR - DBP
P O Box 328
Riverdale, GA 30274
BANK SOUTH FIXED 4,434,200.22 5.88% .45%
INCOME TPS
3550 Cumberland Circle
Atlanta, GA 30339
</TABLE>
NATIONS FUNDS -- PRIMARY A SHARES 5% OWNERSHIP AS OF JUNE 26, 1996
<TABLE>
<CAPTION>
Percentage of
Amount Percentage Percentage Fund Post-
Peachtree Fund Name and Address of Shares of Fund of Class Closing
<S> <C> <C> <C> <C> <C>
Capital Growth Fund PT NATIONSBANK 6,767,165.388 9.70% 9.73% 8.95%
EQUITY FUND
NC1-002-08-12
Charlotte, NC 28255
Strategic Fixed
Income ST NATIONS BALANCED 5,159,958.720 5.60% 5.10% 5.04%
Fund FD FIXED
NC1-002-10-19
Charlotte, NC 28255
44
<PAGE>
TR U/A PRESBYTERIAN 4,426,372.083 5.07% 4.61% 4.56%
HOSPITAL FUNDED
DEPREC
P O Box 33549
Charlotte, NC 28233-3549
</TABLE>
As of the close of business on June 28, 1996, the officers and
Trustees of the Trust as a group beneficially owned less than 1% of the
outstanding shares of any Acquiring Fund of the Trust. As of the close of
business on June 28, 1996, the officers and Trustees of Peachtree Funds as group
beneficially owned less than 1% of the outstanding shares of any Fund of
Peachtree Funds. As of the same date, NationsBank and its affiliates possessed
or shared power to dispose or vote with respect to more than 25% of the
outstanding shares of the Trust and therefore could be considered a controlling
person of the Trust for purposes of the 1940 Act.
DOCUMENTS INCORPORATED BY REFERENCE
The Prospectuses of the Acquiring Funds relating to their Primary
A Shares, dated July 31, 1996, are incorporated by reference into this Combined
Prospectus/Proxy Statement. In addition, the Funds' Prospectuses dated November
30, 1995, are incorporated by reference into this Combined Prospectus/Proxy
Statement and may be obtained by calling Nations Fund at (800) 626-2275. Copies
of documents requested will be sent by first-class mail to the requesting
shareholder within one business day of receipt of the request.
OTHER BUSINESS
The Board of Trustees of the Peachtree Funds knows of no other
business to be brought before the Special Meeting. However, if any other matters
come before the Special Meeting, including any proposal to adjourn the meeting
to permit the continued solicitation of proxies in favor of any of the
proposals, it is their 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 Proxy Card.
FUTURE SHAREHOLDER PROPOSALS
Pursuant to rules adopted by the SEC under the Securities Exchange
Act of 1934 Act (the "1934 Act"), investors may request inclusion in the Board's
proxy statement for shareholder meetings certain proposals for action which they
intend to introduce at such meeting. Any shareholder proposals must be presented
within a reasonable time before the proxy materials for the next meeting are
sent to shareholders. The submission of a proposal does not guarantee its
inclusion in Peachtree Funds' proxy statement and is subject to limitations
under the 1934 Act. It is not presently anticipated that the Trust or Peachtree
Funds will hold regular meetings of investors, and no anticipated date of the
next meeting can be provided.
45
<PAGE>
EXHIBIT A
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement")
is made as of this _____ day of _____________, 1996, by and between Nations Fund
Trust ("Nations Fund"), a Massachusetts business trust, for itself and on behalf
of Nations Government Money Market Fund, Nations Capital Growth Fund, Nations
Strategic Fixed Income Fund and Nations Georgia Intermediate Municipal Bond Fund
(individually, an "Acquiring Fund"), each a portfolio of Nations Fund, and the
Peachtree Funds ("Peachtree Funds"), a Massachusetts business trust, for itself
and on behalf of Peachtree Government Money Market Fund, Peachtree Equity Fund,
Peachtree Bond Fund and Peachtree Georgia Tax-Free Income Fund (individually, an
"Acquired Fund"), each a portfolio of Peachtree Funds.
In accordance with the terms and conditions set forth in this
Agreement, the parties desire that all of the assets of each Acquired Fund be
transferred to the Acquiring Fund corresponding thereto, as set forth in the
table attached hereto as Schedule A, in exchange for shares of beneficial
interest of Primary A Shares of the corresponding Acquiring Fund ("Acquiring
Fund Shares") and the assumption by such Acquiring Fund of the Stated
Liabilities (as defined in paragraph 1.3) of the Acquired Fund, and that such
Acquiring Fund Shares be distributed immediately after the Closing, as defined
in this Agreement, by the Acquired Fund to its shareholders in liquidation of
the Acquired Fund. This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the "Code").
In consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto, intending to be legally
bound hereby, covenant and agree as follows:
1. REORGANIZATION OF ACQUIRED FUND
1.1 Subject to the terms and conditions herein set forth, and
on the basis of the representations and warranties contained herein, each
Acquired Fund shall assign, deliver and otherwise transfer its assets as set
forth in paragraph 1.2 (the "Fund Assets") to its corresponding Acquiring Fund
identified in Schedule A, and the corresponding Acquiring Fund shall, as
consideration therefor, on the Closing Date (as defined in paragraph 3.1), (i)
deliver to such Acquired Fund full and fractional Acquiring Fund Shares, the
corresponding class and number of which shall be determined by dividing (a) that
portion of the value of the Fund Assets, net of the Acquired Fund's Stated
Liabilities, computed in the manner and as of the time and date set forth in
paragraph 2.1, representative of the shares of beneficial interest of the
Acquired Fund, by (b) the net asset value of one share of the Acquiring Fund's
class of shares identified in Schedule A, computed in the manner and as of the
time and date set forth in paragraph 2.2, and (ii) assume the Acquired Fund's
Stated Liabilities. Such transfer, delivery and assumption shall take place at
the closing(s) provided for in paragraph 3.1 (hereinafter sometimes referred to
as the "Closing(s)"). Promptly after the Closing(s), the Acquired Fund shall
distribute the Acquiring
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Fund Shares to the shareholders of the Acquired Fund in liquidation of the
Acquired Fund as provided in paragraph 1.4 hereof. Such transaction(s) are
hereinafter sometimes collectively referred to as the "Reorganization(s)."
1.2 (a) With respect to each Acquired Fund, the Fund Assets
shall consist of all property and assets of any nature whatsoever, including,
without limitation, all cash, cash equivalents, securities, claims and
receivables (including dividend and interest receivables) owned by the Acquired
Fund, and any prepaid expenses shown as an asset on the Acquired Fund's books on
the Closing Date.
(b) At least fifteen (15) business days prior to the
Closing Date, each Acquired Fund will provide the corresponding Acquiring Fund
with a schedule of its securities and other assets and its known liabilities,
and such Acquiring Fund will provide such Acquired Fund with a copy of the
current investment objective and policies applicable to the Acquiring Fund. Each
Acquired Fund reserves the right to sell any of the securities or other assets
shown on the list of the Fund's Assets prior to the Closing Date but will not,
without the prior approval of the corresponding Acquiring Fund, acquire any
additional securities other than securities which the Acquiring Fund is
permitted to purchase in accordance with its stated investment objective and
policies. At least ten (10) business days prior to the Closing Date, each
Acquiring Fund will advise the corresponding Acquired Fund of any investments of
such Acquired Fund shown on such schedule which the Acquiring Fund would not be
permitted to hold, pursuant to its stated investment objective and policies or
otherwise. In the event that an Acquired Fund holds any investments that its
corresponding Acquiring Fund would not be permitted to hold under its stated
investment objective or policies, the Acquired Fund, if requested by the
Acquiring Fund, will dispose of such securities prior to the Closing Date to the
extent practicable. In addition, if it is determined that the portfolios of the
Acquired Fund and the Acquiring Fund, when aggregated, would contain investments
exceeding certain percentage limitations to which any Acquiring Fund is or will
be subject with respect to such investments, the Acquired Fund, if requested by
the Acquiring Fund, will dispose of and/or reinvest a sufficient amount of such
investments as may be necessary to avoid violating such limitations as of the
Closing Date.
1.3 Each Acquired Fund will endeavor to discharge all of its
known liabilities and obligations prior to the Closing Date. Each Acquiring Fund
will assume all liabilities and obligations reflected on an unaudited statement
of assets and liabilities of the corresponding Acquired Fund prepared by or on
behalf of Peachtree Funds as of the Applicable Valuation Date (as defined in
paragraph 2.1), in accordance with generally accepted accounting principles
consistently applied from the prior audited period ("Stated Liabilities"). The
Acquiring Fund shall assume only the Stated Liabilities of its corresponding
Acquired Fund, and no other liabilities or obligations, whether absolute or
contingent, known or unknown, accrued or unaccrued.
1.4 Promptly after the Closing with respect to each Acquired
Fund, the Acquired Fund will distribute the Acquiring Fund Shares received by
the Acquired Fund pursuant to paragraph 1.1 pro rata to its shareholders of
record determined as of the close of business on the Closing Date ("Acquired
Fund Investors") in complete liquidation of the Acquired Fund. Such distribution
will be accomplished by an instruction, signed by an appropriate officer of
Peachtree Funds, to transfer the Acquiring Fund Shares then credited to the
Acquired Fund's
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account on the books of the Acquiring Fund to open accounts on the books of the
Acquiring Fund established and maintained by the Acquiring Fund's transfer agent
in the names of record of the Acquired Fund Investors and representing the
respective pro rata number of shares of the Acquiring Fund due such Acquired
Fund Investor. In exchange for Acquiring shares distributed, all issued and
outstanding shares of beneficial interest of the Acquired Fund will be redeemed
and canceled simultaneously therewith on the Acquired Fund's books; any
outstanding share certificates representing interests in the Acquired Fund will
represent the right to receive such number of Acquiring Fund Shares after the
Closing as determined in accordance with Section 1.1.
1.5 If any request shall be made for a change of the
registration of shares of the Acquiring Fund to another person from the account
of the shareholder in which name the shares are registered in the records of the
Acquired Fund it shall be a condition of such registration of shares that there
be furnished the Acquiring Fund an instrument of transfer properly endorsed,
accompanied by appropriate signature guarantees and otherwise in proper form for
transfer and, if any of such shares are outstanding in certificated form, the
certificates representing such shares, and that the person requesting such
registration shall pay to the Acquiring Fund any transfer or other taxes
required by reason of such registration or establish to the reasonable
satisfaction of the Acquiring Fund that such tax has been paid or is not
applicable.
1.6 Following the transfer of assets by each Acquired Fund to
the corresponding Acquiring Fund, the assumption of such Acquired Fund's Stated
Liabilities by the Acquiring Fund, and the distribution by the Acquired Fund of
the Acquiring Fund Shares received by it pursuant to paragraph 1.4, Peachtree
Funds shall terminate the qualification, classification and registration of such
Acquired Fund at all appropriate federal and state agencies. Any reporting or
other responsibility of Peachtree Funds is and shall remain the responsibility
of Peachtree Funds up to and including the date on which the particular Acquired
Fund is terminated and deregistered, subject to any reporting or other
obligations described in paragraph 4.9.
1.7 The failure of an Acquired Fund to consummate the
transactions contemplated hereby shall not affect the consummation or validity
of a Reorganization with respect to any other Acquired Fund, and each provision
of this Agreement shall be construed to effect this intent, including, without
limitation, as the context requires, construing the terms "Acquiring Fund" and
"Acquired Fund" as meaning only those series of Nations Fund and Peachtree
Funds, respectively, which are involved in a Reorganization as of a Closing
Date.
2. VALUATION
2.1 With respect to each Acquired Fund, the value of the Fund
Assets shall be the value of such assets computed as of the time at which its
net asset value is calculated pursuant to the valuation procedures set forth in
the Acquiring Fund's then current Prospectus and Statement of Additional
Information on the Closing Date, or at such time on such earlier or later date
as may mutually be agreed upon in writing among the parties hereto (such time
and date being herein called the "Applicable Valuation Date").
2.2 The net asset value of each share of a class of shares of
an Acquiring Fund shall be the net asset value per share of such class computed
on the Applicable Valuation Date,
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using the market valuation procedures set forth in each Acquiring Fund's then
current Prospectus and Statement of Additional Information.
2.3 All computations of value contemplated by this Article 2
shall be made by the respective Acquiring Fund's co-administrator, First Data
Investor Services Group, Inc. ("First Data") in accordance with its regular
practice as pricing agent and reviewed by its independent accountants. Each
Acquiring Fund shall cause its Co-Administrator to deliver a copy of its
valuation report, reviewed by its independent accountants to Peachtree Funds and
each Acquired Fund at the Closing.
3. CLOSING(S) AND CLOSING DATE
3.1 The Closing for the Reorganization shall occur on
September 27, 1996, and/or on such other date(s) as may be mutually agreed upon
in writing by the parties hereto (each, a "Closing Date"). The Closing(s) shall
be held at the offices of Stephens Inc., 111 Center Street, Suite 300, Little
Rock, Arkansas 72201 or at such other location as is mutually agreeable to the
parties hereto. All acts taking place at the Closing(s) shall be deemed to take
place simultaneously as of 4:00 p.m. Eastern time on the Closing Date unless
otherwise provided.
3.2 The Acquiring Funds' custodian shall deliver at the
Closing a certificate of an authorized officer stating that: (a) each Acquired
Fund's portfolio securities, cash and any other assets have been delivered in
proper form to the corresponding Acquiring Fund on the Closing Date and (b) all
necessary taxes including all applicable federal and state stock transfer
stamps, if any, have been paid, or provision for payment shall have been made,
by such Acquired Fund in conjunction with the delivery of portfolio securities.
Proper delivery of cash shall be by wire to NationsBank of Texas, N.A., the
Acquiring Funds' Custodian, pursuant to instruction to be delivered prior to the
Closing.
3.3 Notwithstanding anything herein to the contrary, in the
event that on the Applicable Valuation Date (a) the New York Stock Exchange
shall be closed to trading or trading thereon shall be restricted or (b) trading
or the reporting of trading on such exchange or elsewhere shall be disrupted so
that, in the judgment of Nations Fund and Peachtree Funds, accurate appraisal of
the value of the net assets of an Acquiring Fund or an Acquired Fund is
impracticable, the Applicable Valuation Date shall be postponed until the first
business day after the day when trading shall have been fully resumed without
restriction or disruption and reporting shall have been restored.
3.4 With respect to each Acquired Fund, Peachtree Funds shall
provide Nations Fund and its transfer agents with immediate access from and
after the Closing Date to (a) the computer, electronic or such other forms of
records containing the names, addresses and taxpayer identification numbers of
all of the Acquired Fund Investors and the number and percentage ownership of
outstanding Acquired Fund shares owned by each such Acquired Fund Investor, all
as of the Applicable Valuation Date, and (b) all original documentation
(including all applicable Internal Revenue Service forms, certificates,
certifications and correspondence) relating to the Acquired Fund Investors'
taxpayer identification numbers and their liability for or exemption from
back-up withholding. The corresponding Acquiring Fund shall issue and deliver
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to the Secretary or Assistant Secretary of Peachtree Funds, acting on behalf of
the Acquired Fund, a confirmation evidencing the Acquiring Fund Shares credited
on the Closing Date or shall provide evidence satisfactory to the Acquired Fund
that such Acquiring Fund Shares have been credited to the Acquired Fund's
account on the books of the Acquiring Fund. At the Closing(s), each party shall
deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts or other documents of transfer, assignment or
conveyance as such other party or its counsel may reasonably request.
3.5 Within thirty (30) days after the Closing Date, each
Acquired Fund shall deliver, in accordance with Article 1 hereof, to the
corresponding Acquiring Fund a statement of the Fund Assets and Stated
Liabilities, together with a list of such Acquired Fund's portfolio securities
and other assets showing the respective adjusted bases and holding periods
thereof for income tax purposes, as of the Closing Date, certified by an
appropriate officer of Peachtree Funds.
4. COVENANTS WITH RESPECT TO EACH OF THE ACQUIRING FUNDS AND THE
ACQUIRED FUNDS
4.1 With respect to each Acquired Fund, Peachtree Funds has
called or will call a meeting of Acquired Fund shareholders to consider and act
upon this Agreement and to take all other actions reasonably necessary to obtain
the approval of the transactions contemplated herein, including approval for
each Acquired Fund's liquidating distribution of the Acquiring Fund Shares
contemplated hereby, and for Peachtree Funds to terminate each Acquired Fund's
qualification, classification and registration if requisite approvals are
obtained with respect to each Acquired Fund. Nations Fund and Peachtree have
jointly prepared the notice of meeting, form of proxy and proxy statement
(collectively, "Proxy Materials") to be used in connection with such meeting;
provided that Nations Fund has furnished or will furnish Peachtree Funds with a
current, effective prospectus, including any supplements, relating to the class
of shares of each Acquiring Fund corresponding to the shares of each Acquired
Fund then outstanding for incorporation within and/or distribution with the
Proxy Materials, and with such other information relating to the Acquiring Funds
as is reasonably necessary for the preparation of the Proxy Materials.
4.2 Peachtree Funds, on behalf of each Acquired Fund,
covenants that the corresponding Acquiring Fund Shares to be issued hereunder
are not being acquired for the purpose of making any distribution thereof, other
than in accordance with the terms of this Agreement.
4.3 Peachtree Funds, on behalf of each Acquired Fund, will
assist each corresponding Acquiring Fund in obtaining such information as the
Acquiring Fund reasonably requests concerning the beneficial ownership of shares
of each class of each Acquired Fund.
4.4 Subject to the provisions hereof, Nations Fund, on its own
behalf and on behalf of each Acquiring Fund; and Peachtree Funds, on its own
behalf and on behalf of each Acquired Fund, will take, or cause to be taken, all
actions, and do, or cause to be done, all things reasonably necessary, proper or
advisable to consummate and make effective the transactions contemplated herein.
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4.5 Peachtree Funds, on behalf of each Acquired Fund, shall
furnish to its corresponding Acquiring Fund on the Closing Date, a final
statement of the total amount of the Acquired Fund's assets and liabilities as
of the Closing Date, which statement shall be certified by an appropriate
officer of Peachtree Funds as being determined in accordance with generally
accepted accounting principles consistently applied and as being valued in
accordance with paragraph 2.1 hereof. As promptly as practicable, but in any
case within sixty (60) days after the Closing Date, Peachtree Funds, on behalf
of each Acquired Fund, shall furnish its corresponding Acquiring Fund, in such
form as is reasonably satisfactory to Nations Fund, on behalf of the Acquiring
Fund, a statement certified by an officer of Peachtree Funds of such Acquired
Fund's income and gains or losses for federal income tax purposes that will be
carried over to the Acquiring Fund pursuant to Section 381 of the Code.
4.6 Nations Fund, on behalf of each Acquiring Fund, has
prepared and filed, or will prepare and file with the Securities and Exchange
Commission (the "SEC") a registration statement on Form N-14 under the
Securities Act of 1933, as amended (the "1933 Act"), relating to the Acquiring
Fund Shares (the "Registration Statement"). Peachtree Funds, on behalf of each
Acquired Fund, has provided or will provide the corresponding Acquiring Fund
with the Proxy Materials for inclusion in the Registration Statement, prepared
in accordance with paragraph 4.1, and with such other information and documents
relating to each Acquired Fund as are requested by the corresponding Acquiring
Fund and as are reasonably necessary for the preparation of the Registration
Statement.
4.7 As soon after the Closing Date as is reasonably
practicable, Peachtree Funds, on behalf of each Acquired Fund: (a) shall prepare
and file all federal and other tax returns and reports of the Acquired Fund
required by law to be filed with respect to all periods ending on or before the
Closing Date but not theretofore filed and (b) shall pay all federal and other
taxes shown as due thereon and/or all federal and other taxes that were unpaid
as of the Closing Date.
4.8 With respect to each Acquiring Fund, Nations Fund agrees
to use all reasonable efforts to operate in accordance with its then current
Prospectus and Statement of Additional Information prepared in accordance with
Form N-1A, including qualifying as a regulated investment company under
Subchapter M of the Code, for at least one (1) year following the Closing Date.
4.9 Following the transfer of assets by each Acquired Fund to
the corresponding Acquiring Fund in exchange for Acquiring Fund Shares and the
assumption of the Stated Liabilities of the Acquired Fund as contemplated
herein, Peachtree Funds will file any final regulatory reports, including but
not limited to any Form N-SAR and Rule 24f-2 filings with respect to such
Acquired Fund(s), promptly after the Closing Date and also will take all other
steps as are necessary and proper to effect the termination or declassification
of such Acquired Funds of Peachtree Funds in accordance with the laws of the
Commonwealth of Massachusetts and other applicable requirements.
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5. REPRESENTATIONS AND WARRANTIES
5.1 Nations Fund, on behalf of itself and each Acquiring Fund,
represents and warrants to the Peachtree Funds as follows:
(a) Nations Fund was duly created pursuant to its
Declaration of Trust by the Trustees for the purpose of acting as a management
investment company under the Investment Company Act of 1940 (the "1940 Act") and
is validly existing under the laws of the Commonwealth of Massachusetts, and the
Declaration of Trust directs the Trustees to manage the affairs of Nations Fund
and grants them all powers necessary or desirable to carry out such
responsibility, including administering Nations Fund business as currently
conducted by Nations Fund and as described in the current Prospectuses of
Nations Fund; Nations Fund is registered as an investment company classified as
an open-end management company, under the 1940 Act and its registration with the
SEC as an investment company is in full force and effect;
(b) The Registration Statement, including the current
Prospectus and Statement of Additional Information of each Acquiring Fund,
conform or will conform, at all times up to and including the Closing Date, in
all material respects to the applicable requirements of the 1933 Act and the
1940 Act and the regulations thereunder and do not include or will not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;
(c) Each Acquiring Fund is not in violation of, and the
execution, delivery and performance of this Agreement by Nations Fund for itself
and on behalf of each Acquiring Fund will not (i) violate Nations Fund's
Declaration of Trust or Code of Regulations, or (ii) result in a breach or
violation of, or constitute a default under any material agreement or material
instrument, to which Nations Fund is a party or by which its properties or
assets are bound.
(d) Except as previously disclosed in writing to the
Peachtree Funds, no litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending or, to Nations
Fund's knowledge, threatened against Nations Fund or its business, the Acquiring
Funds or any of their properties or assets, which, if adversely determined,
would materially and adversely affect Nations Fund or an Acquiring Fund's
financial condition or the conduct of their business, and Nations Fund knows of
no facts that might form the basis for the institution of any such proceeding or
investigation, and no Acquiring Fund is a party to or subject to the provisions
of any order, decree or judgment of any court or governmental body which
materially and adversely affects, or is reasonably likely to materially and
adversely affect, its business or its ability to consummate the transactions
contemplated herein;
(e) All issued and outstanding shares, including shares to
be issued in connection with the Reorganization, of each class of each Acquiring
Fund will, as of the Closing Date, be duly authorized and validly issued and
outstanding, fully paid and non-assessable and the Acquiring Fund does not have
outstanding any option, warrants or other rights to subscribe for or purchase
any of its shares;
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(f) The execution, delivery and performance of this
Agreement on behalf of each Acquiring Fund will have been duly authorized prior
to the Closing Date by all necessary action on the part of Nations Fund, the
Trustees and each Acquiring Fund, and this Agreement will constitute a valid and
binding obligation of Nations Fund and each Acquiring Fund enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, arrangement, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles;
(g) The Acquiring Fund Shares to be issued and delivered
to the corresponding Acquired Fund for the account of the Acquired Fund
Investors, pursuant to the terms hereof, will have been duly authorized as of
the Closing Date and, when so issued and delivered, will be duly and validly
issued, fully paid and non-assessable, and the shares of each class of each
Acquiring Fund issued and outstanding prior to the Closing Date were offered and
sold in compliance with the applicable registration requirements, or exemptions
therefrom, of the 1933 Act, and all applicable state securities laws, and the
regulations thereunder;
(h) On the effective date of the Registration Statement,
at the time of the meeting of the Acquired Fund shareholders and on the Closing
Date, any written information furnished by Nations Fund with respect to an
Acquiring Fund for use in the Proxy Materials, the Registration Statement or any
other materials provided in connection with the Reorganization does not and will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the information provided not misleading;
(i) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, the Securities Exchange Act of 1934
(the "1934 Act"), the 1940 Act or Massachusetts law for the execution of this
Agreement by Nations Fund, for itself and on behalf of each Acquiring Fund, or
the performance of the Agreement by Nations Fund, for itself and on behalf of
each Acquiring Fund, except for such consents, approvals, authorizations and
filings as have been made or received, and except for such consents, approvals,
authorizations and filings as may be required subsequent to the Closing Date;
(j) The Statement of Assets and Liabilities, Statement of
Operations and Statement of Changes in Net Assets of each Acquiring Fund as of
and for the year ended March 31, 1996, audited by Price Waterhouse LLP (copies
of which have been or will be furnished to the corresponding Acquired Fund)
fairly present, in all material respects, each Acquiring Fund's financial
condition as of such date and its results of operations for such period in
accordance with generally accepted accounting principles consistently applied
and as of such dates there were no liabilities of any Acquiring Fund (contingent
or otherwise) known to Nations Fund that were not disclosed therein but that
would be required to be disclosed therein in accordance with generally accepted
accounting principles;
(k) Since the date of the most recent audited financial
statements, there has not been any material adverse change in any Acquiring
Fund's financial condition, assets, liabilities or business, other than changes
occurring in the ordinary course of business;
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(l) For each full and partial taxable year from its
inception through the Closing Date, each Acquiring Fund of Nations Fund has
qualified as a separate regulated investment company under Subchapter M of the
Code and has taken all necessary and required actions to maintain such status;
(m) All federal and other tax returns and reports of
Nations Fund and each Acquiring Fund required by law to be filed on or before
the Closing Date have been or will be filed, and all federal and other taxes
owed by Nations Fund on behalf of the Acquiring Funds have been or will be paid
so far as due, and to the best of Nations Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to any
such return; and
(n) At the Closing Date, each Acquiring Fund will have
good and marketable title to its assets and full right, power and authority to
assign, deliver and otherwise transfer such assets.
5.2 Peachtree Funds, on behalf of itself and each Acquired
Fund, represents and warrants to Nations Fund as follows:
(a) Peachtree Funds was duly created pursuant to its
Declaration of Trust by the Trustees for the purpose of acting as a management
investment company under the 1940 Act and is validly existing under the laws of
the Commonwealth of Massachusetts, and the Declaration of Trust directs the
Trustees to manage the affairs of Peachtree Funds and grants them all powers
necessary or desirable to carry out such responsibility, including administering
Peachtree Funds business as currently conducted by Peachtree Funds and as
described in the current Prospectuses of Peachtree Funds; Peachtree Funds is
registered as an investment company classified as an open-end management
company, under the 1940 Act and its registration with the SEC as an investment
company is in full force and effect;
(b) All of the issued and outstanding shares representing
units of beneficial interest of each Acquired Fund have been offered and sold in
compliance in all material respects with applicable registration requirements of
the 1933 Act and state securities laws;
(c) The Acquired Funds are not in material violation of,
and the execution and the performance of the Agreement by Peachtree Funds for
itself and on behalf of each Acquired Fund does not and will not (i) violate
Peachtree Funds' Declaration of Trust or By-Laws, or (ii) result in a breach or
violation of, or constitute a default under, any term of any material agreement
or material instrument to which Peachtree Funds is a party or by which its
properties or assets are bound;
(d) Except as previously disclosed in writing to Nations
Fund, no litigation or administrative proceeding or investigation of or before
any court or governmental body is presently pending or, to Peachtree Funds'
knowledge, threatened against any Acquired Fund or any of its properties or
assets which, if adversely determined, would materially and adversely affect
such Acquired Fund's financial condition or the conduct of its business, and
Peachtree Funds knows of no facts that might form the basis for the institution
of any such
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proceeding or investigation, and no Acquired Fund is a party to or subject to
the provisions of any order, decree or judgment of any court or governmental
body that materially and adversely affects, or is reasonably likely to
materially and adversely affect, its business or its ability to consummate the
transactions contemplated herein;
(e) The Statement of Assets and Liabilities, Statement of
Operations and Statement of Changes in Net Assets of each Acquired Fund as of
and for the year ended September 30, 1995, audited by Ernst & Young, LLP (copies
of which have been or will be furnished to each Acquiring Fund) fairly present,
in all material respects, each Acquired Fund's financial condition as of such
date and its results of operations for such period in accordance with generally
accepted accounting principles consistently applied, and as of such date there
were no liabilities of any Acquired Fund (contingent or otherwise) known to
Peachtree Funds that were not disclosed therein but that would be required to be
disclosed therein in accordance with generally accepted accounting principles;
(f) Since the date of the most recent audited financial
statements, there has not been any material adverse change in any Acquired
Fund's financial condition, assets, liabilities or business, other than changes
occurring in the ordinary course of business, or any incurrence by an Acquired
Fund of indebtedness maturing more than one year from the date such indebtedness
was incurred, except as otherwise disclosed in writing to and accepted by the
corresponding Acquiring Fund, prior to the Closing Date (for the purposes of
this subparagraph (f), neither a decline in an Acquired Fund's net asset value
per share nor a decrease in an Acquired Fund's size due to redemptions shall be
deemed to constitute a material adverse change);
(g) All federal and other tax returns and reports of
Peachtree Funds and each Acquired Fund required by law have been or will be
filed, and all federal and other taxes owed by Peachtree Funds or the Acquired
Fund shall, with respect to all period ending on or before the Closing Date,
have been or will be paid so far as due, and to the best of Peachtree Funds'
knowledge, no such return is currently under audit and no assessment has been
asserted with respect to any such return;
(h) For each full and partial taxable year from its
inception through the Closing Date, each Acquired Fund has qualified as a
separate regulated investment company under Subchapter M of the Code and has
taken all necessary and required actions to maintain such status;
(i) All issued and outstanding shares of each Acquired
Fund are, and on the Closing Date will be, duly authorized and validly issued
and outstanding, and fully paid and non-assessable, and all such shares will, at
the time of the Closing, be held by the persons and in the amounts set forth in
the list of Acquired Fund Investors provided to the corresponding Acquiring
Fund, pursuant to paragraph 3.4, and no Acquired Fund has outstanding any
options, warrants or other rights to subscribe for or purchase any of its
shares, nor is there outstanding any security convertible into any of its
shares;
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(j) At the Closing Date, each Acquired Fund will have good
and marketable title to its Fund Assets and full right, power and authority to
assign, deliver and otherwise transfer such Fund Assets hereunder, and upon
delivery and payment for such Fund Assets as contemplated herein, the
corresponding Acquiring Fund will acquire good and marketable title thereto,
subject to no restrictions on the ownership or transfer thereof other than such
restrictions as might arise under the 1933 Act;
(k) The execution, delivery and performance of this
Agreement on behalf of the Acquired Funds will have been duly authorized prior
to the Closing Date by all necessary action on the part of Peachtree Funds, the
Trustees and each Acquired Fund, and this Agreement will constitute a valid and
binding obligation of Peachtree Funds and each Acquired Fund enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, arrangement, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles;
(l) From the effective date of the Registration Statement,
through the time of the meeting of the Acquired Fund Investors, and on the
Closing Date, the Proxy Materials: (i) comply in all material respects with the
applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the
regulations thereunder and (ii) do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and as of such dates
and times, any written information furnished by Peachtree Funds, on behalf of
the Acquired Funds, for use in the Registration Statement or in any other manner
that may be necessary in connection with the transactions contemplated hereby
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the information provided not misleading; and
(m) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, the 1934 Act, the 1940 Act or
Massachusetts law for the execution of this Agreement by Peachtree Funds, for
itself and on behalf of each Acquired Fund, or the performance of the Agreement
by Peachtree Funds for itself and on behalf of each Acquired Fund, except for
such consents, approvals, authorizations and filings as have been made or
received, and except for such consents, approvals, authorizations and filings as
may be required subsequent to the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED FUNDS
The obligations of Peachtree Funds to consummate the
Reorganization with respect to each Acquired Fund shall be subject to the
performance by Nations Fund, for itself and on behalf of each Acquiring Fund, of
all the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following conditions with respect to the
corresponding Acquiring Fund:
6.1 All representations and warranties of Nations Fund with
respect to the Acquiring Fund contained herein shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated herein, as of the Closing Date with the same force
and effect as if made on and as of the Closing Date.
A-11
<PAGE>
6.2 Nations Fund, on behalf of the Acquiring Fund, shall have
delivered to Peachtree Funds at the Closing a certificate executed on behalf of
the corresponding Acquiring Fund by Nations Fund's President, Secretary or
Assistant Secretary in a form reasonably satisfactory to the Peachtree Funds and
dated as of the Closing Date, to the effect that the representations and
warranties of Nations Fund with respect to each Acquiring Fund made herein are
true and correct at and as of the Closing Date, except as they may be affected
by the transactions contemplated herein, and as to such other matters as such
Acquired Fund shall reasonably request.
6.3 Each Acquired Fund shall have received at the Closing a
favorable opinion of Morrison & Foerster LLP, counsel to Nations Fund (based
upon or subject to such representations, assumptions, limitations or opinions of
local counsel as such counsel may deem appropriate or necessary), dated as of
the Closing Date, in a form (including the representations, assumptions,
limitations or opinions of local counsel upon which it is based or to which it
is subject) reasonably satisfactory to the Acquired Fund, substantially to the
effect that:
(a) Nations Fund is a duly registered, open-end,
management investment company, and its registration with the SEC as an
investment company under the 1940 Act is in full force and effect; (b) each
Acquiring Fund is a portfolio of Nations Fund, which is a business trust duly
created pursuant to its Declaration of Trust, is validly existing and in good
standing under the laws of the Commonwealth of Massachusetts, and the
Declaration of Trust directs the Trustees to manage the affairs of Nations Fund
and grants them all powers necessary or desirable to carry out such
responsibility, including administering Nations Fund's business as described in
the current Prospectuses of Nations Fund; (c) this Agreement has been duly
authorized, executed and delivered on behalf of Nations Fund and each Acquiring
Fund and, assuming due authorization, execution and delivery of this Agreement
on behalf of the Acquired Funds, is a valid and binding obligation of Nations
Fund enforceable against Nations Fund in accordance with its terms, subject as
to enforcement, to bankruptcy, insolvency, reorganization, arrangement,
moratorium and other similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles; (d) the Acquiring
Fund Shares to be issued to the Acquired Funds Investors pursuant to this
Agreement are duly registered under the 1933 Act on the appropriate form, and
are duly authorized and upon such issuance will be validly issued and
outstanding and fully paid and non-assessable, and no shareholder of an
Acquiring Fund has any preemptive rights to subscription or purchase in respect
thereof; (e) the Registration Statement has become effective with the SEC and,
to the best of such counsel's knowledge, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have
been instituted or are pending or threatened; (f) no consent, approval,
authorization, filing or order of any court or governmental authority of the
United States or any state is required for the consummation by Nations Fund of
the Reorganization with respect to each Acquiring Fund; and (g) to the best
knowledge of such counsel, no litigation or administrative proceeding or
investigation of or before any court or governmental body is presently pending
or threatened as to Nations Fund or an Acquiring Fund or any of their properties
or assets and neither Nations Fund nor any Acquiring Fund is a party to or
subject to the provisions
A-12
<PAGE>
of any order, decree or judgment of any court or governmental body that
materially and adversely affects its business.
6.4 As of the Closing Date with respect to the Reorganization
of each Acquired Fund, there shall have been no material change in the
investment objective, policies and restrictions nor any material change in the
investment management fees, fee levels payable pursuant to the 12b-1 plan of
distribution, other fees payable for services provided to the Acquiring Funds,
fee waiver or expense reimbursement undertakings, or sales loads of the
Acquiring Funds from those fee amounts, undertakings and sales load amounts
described in the Prospectus of each Acquiring Fund delivered to the
corresponding Acquired Fund pursuant to paragraph 4.1 and in the Proxy
Materials.
6.5 With respect to each Acquiring Fund, the Board of Trustees
of Nations Fund shall have determined that the Reorganization is in the best
interests of the Acquiring Fund and that the interests of the existing
shareholders of the Acquiring Fund would not be diluted as a result of the
Reorganization.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUNDS
The obligations of Nations Fund to consummate the
Reorganization with respect to each Acquiring Fund shall be subject to the
performance by Peachtree Funds of all the obligations to be performed by it
hereunder, with respect to each corresponding Acquired Fund, on or before the
Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of Peachtree Funds with
respect to the Acquired Funds contained herein shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date.
7.2 Peachtree Funds, on behalf of each Acquired Fund, shall
have delivered to the corresponding Acquiring Fund at the Closing a certificate
executed on behalf of each Acquired Fund, by Peachtree Funds' President,
Secretary or Assistant Secretary, in form and substance satisfactory to the
Acquiring Funds and dated as of the Closing Date, to the effect that the
representations and warranties of Nations Fund with respect to each Acquired
Fund made herein is true and correct at and as of the Closing Date, except as
they may be affected by the transactions contemplated herein and as to such
other matters as the Acquiring Fund shall reasonably request.
7.3 Each Acquiring Fund shall have received at the Closing a
favorable opinion from Dickstein, Shapiro & Morin, L.L.P., counsel to Peachtree
Funds (based upon or subject to such representations, assumptions, limitations
or opinions of local counsel as such counsel may deem appropriate or necessary),
dated as of the Closing Date, in a form (including the representations,
assumptions, limitations or opinions of local counsel upon which it is based or
to which it is subject) reasonably satisfactory to such Acquiring Fund,
substantially to the effect that:
A-13
<PAGE>
(a) Peachtree Funds is a duly registered, open-end
investment company, and its registration with the SEC as an investment company
under the 1940 Act is in full force and effect; (b) each Acquired Fund is a
portfolio of Peachtree Funds, Peachtree Funds is a business trust duly created
pursuant to its Declaration of Trust, is validly existing and in good standing
under the laws of the Commonwealth of Massachusetts, and the Declaration of
Trust directs the Trustees to manage the affairs of Peachtree Funds and grants
them all powers necessary or desirable to carry out such responsibility,
including administering Peachtree Funds' business as described in the current
Prospectuses of Peachtree Funds; (c) this Agreement has been duly authorized,
executed and delivered by Peachtree Funds on behalf of Peachtree Funds and the
Acquired Fund and, assuming due authorization, execution and delivery of this
Agreement on behalf of the Acquiring Fund, is a valid and binding obligation of
Peachtree Funds, enforceable against Peachtree Funds in accordance with its
terms, subject as to enforcement, to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles; (d) no
consent, approval, authorization, filing or order of any court or governmental
authority of the United States or any state is required for the consummation of
the Reorganization with respect to each Acquired Fund, except for such consents,
approvals, authorizations and filings as have been made or received, and except
for such consents, approvals, authorizations and filings as may be required
subsequent to the Closing Date; and (e) to the best knowledge of such counsel,
no litigation or administrative proceeding or investigation of or before any
court or governmental body is presently pending or threatened as to Peachtree
Funds or an Acquired Fund or any of their properties or assets and neither
Peachtree Funds nor an Acquired Fund is a party to or subject to the provisions
of any order, decree or judgment of any court or governmental body that
materially and adversely effects its business.
7.4 Nations Fund, on behalf of each Acquiring Fund, shall have
received from Ernst & Young, LLP a letter addressed to Nations Fund, on behalf
of each Acquiring Fund, and dated as of the Closing Date with respect to the
Acquired Funds, in form and substance satisfactory to Nations Fund, to the
effect that:
(a) they are independent accountants with respect to
Peachtree Funds and each Acquired Fund within the meaning of the 1933 Act and
the applicable regulations thereunder;
(b) in their opinion, the audited financial statements and
the Per Share Data provided in accordance with Item 3 in Form N-1A (the "Per
Share Data") of each Acquired Fund included or incorporated by reference in the
Registration Statement and Proxy Statement and previously reported on by them
comply as to form in all material aspects with the applicable accounting
requirements of the 1933 Act and the published rules and regulations thereunder;
(c) on the basis of limited procedures agreed upon by
Nations Fund, on behalf of the Acquiring Funds and Peachtree Funds, on behalf of
the Acquired Funds, and described in such letter (but not an examination in
accordance with generally accepted auditing standards), the information relating
to the Acquired Funds appearing in the Registration
A-14
<PAGE>
Statement and Proxy Statement that is expressed in dollars or percentages of
dollars (with the exception of performance comparisons) has been obtained from
the accounting records of the Acquired Funds or from schedules prepared by
officers of Peachtree Funds having responsibility for financial and reporting
matters and such information is in agreement with such records, schedules or
computations made therefrom.
7.5 Peachtree Funds shall have delivered to the Acquiring
Funds, pursuant to paragraph 5.2(e), copies of financial statements of each
Acquired Fund as of and for the period ended September 30, 1995, audited by
Ernst & Young, LLP.
7.6 With respect to each Acquired Fund, the Board of Trustees
of Peachtree Funds shall have determined that the Reorganization is in the best
interests of the Acquired Fund and that the interests of the existing investors
in the Acquired Fund would not be diluted as a result of the Reorganization.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING
FUNDS AND THE ACQUIRED FUNDS
The obligations of each Acquiring Fund and of the
corresponding Acquired Fund herein are each subject to the further conditions
that on or before the Closing Date with respect to each Acquiring Fund and the
corresponding Acquired Fund:
8.1 This Agreement and the transactions contemplated herein
shall have been approved by the requisite vote of the holders of the outstanding
shares of beneficial interest in the Acquired Fund in accordance with the
provisions of Peachtree Funds' Declaration of Trust and the requirements of the
1940 Act, and certified copies of the resolutions evidencing such approval shall
have been delivered to the corresponding Acquiring Fund.
8.2 On the Closing Date, no action, suit or other proceeding
shall be pending before any court or governmental agency in which it is sought
to restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or any of the transactions contemplated herein.
8.3 All consents of other parties and all other consents,
orders, approvals and permits of federal, state and local regulatory authorities
(including, without limitation, those of the SEC and of state securities
authorities) deemed necessary by Nations Fund, on behalf of the Acquiring Funds
or by Peachtree Funds, on behalf of the Acquired Funds, to permit consummation,
in all material respects, of the transactions contemplated herein shall have
been obtained, except where failure to obtain any such consent, order or permit
would not, in the opinion of the party asserting that the condition to closing
has not been satisfied, involve a risk of a material adverse effect on the
assets or properties of any of an Acquiring Fund or its corresponding Acquired
Fund.
8.4 The Registration Statement shall have become effective
under the 1933 Act, no stop orders suspending the effectiveness thereof shall
have been issued and, to the best
A-15
<PAGE>
knowledge of the parties hereto, no investigation or proceeding for that purpose
shall have been instituted or be pending, threatened or contemplated under the
1933 Act.
8.5 Each Acquired Fund shall have declared a dividend or
dividends which, together with all previous such dividends, shall have the
effect of distributing to the Acquired Fund's shareholders substantially all of
the Acquired Fund's investment company taxable income for all taxable years
ending on or prior to the Closing Date (computed without regard to any deduction
for dividends paid) and substantially all of its net capital gain for all
taxable years ending on or prior to the Closing Date (after reduction for any
capital loss carry forward.)
8.6 The Acquiring Funds and the Acquired Funds shall have
received from Price Waterhouse LLP a letter dated as of the Closing Date, in
form and substance satisfactory to Nations Fund and to Peachtree Funds, to the
effect that on the basis of limited procedures agreed upon by Nations Fund, on
behalf of the Acquiring Funds and Peachtree Funds, on behalf of the Acquired
Funds (but not an examination in accordance with generally accepted auditing
standards): (i) the data utilized in the calculations of the projected expense
ratio appearing in the Registration Statement and Proxy Materials agree with
underlying accounting records of the Acquiring Funds and the Acquired Funds or
to written estimates by Stephens Inc. and were found to be mathematically
correct; and (ii) the calculation of net asset value per share of each Acquired
Fund as of the Valuation Date was determined in accordance with generally
accepted accounting practices and the corresponding portfolio valuation
practices of the Acquiring Fund.
8.7 Nations Fund and the Peachtree Funds shall have received
the opinion of Morrison & Foerster LLP addressed to both the Acquiring Funds and
the Acquired Funds substantially to the effect that, for federal income tax
purposes:
(a) the transfer of all or substantially all of each
Acquired Fund assets in exchange for the corresponding Acquiring Fund Shares and
the assumption by each Acquiring Fund of certain identified liabilities of the
corresponding Acquired Fund will constitute a "reorganization" within the
meaning of Sections 368(a)(1)(C) of the Code and each Acquiring Fund and
Acquired Fund will be a "party to a reorganization" within the meaning of
Section 368(b) of the Code; (b) no gain or loss will be recognized by an
Acquiring Fund upon the receipt of the assets of the corresponding Acquired Fund
solely in exchange for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of certain identified liabilities of the Acquired Fund or upon
the distribution of Acquiring Fund Shares in exchange for their Shares of the
Acquired Fund; (c) no gain or loss will be recognized by an Acquired Fund upon
the transfer of the Acquired Fund assets to the corresponding Acquiring Fund in
exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund
of certain identified liabilities of the Acquired Fund or upon the distribution
(whether actual or constructive) of the Acquiring Fund Shares to shareholders in
exchange for their shares of the Acquired Fund; (d) no gain or loss will be
recognized by the Acquired Fund Shareholders upon the exchange of their Acquired
Fund Shares for the Acquiring Fund Shares; (e) the aggregate federal income tax
basis for the Acquiring Fund Shares received by each of the Acquired Fund
Shareholders pursuant to the Reorganization will be the same as the aggregate
federal income tax basis of the Shareholder's Acquired Fund shares exchanged
therefor; (f) the holding period of the
A-16
<PAGE>
Acquiring Fund Shares to be received by each Acquired Fund Shareholder will
include the period during which the Acquired Fund shares exchanged therefor were
held by such shareholder (provided the Acquired Fund shares were held as capital
assets); (g) the federal income tax basis of the Acquired Fund assets acquired
by the Acquiring Fund will be the same as the federal income tax basis of such
assets in the hands of the Acquired Fund immediately prior to the
Reorganization, and the holding period of the assets of the Acquired Fund
received by the Acquiring Fund will include the period during which those assets
were held by the Acquired Fund; and (h) each Acquiring Fund will succeed to
corresponding Acquired Fund's tax attributes described in Section 381(c) of the
Code as of the end of the Closing Date
Notwithstanding anything herein to the contrary, neither an Acquiring Fund nor
its corresponding Acquired Fund may waive the condition set forth in this
paragraph 8.7.
9. BROKERAGE FEES AND EXPENSES
9.1 Nations Fund, for itself and on behalf of the Acquiring
Funds and Peachtree Funds, on behalf of itself and on behalf of the Acquired
Funds, represent and warrant that there are no brokers or finders entitled to
receive any payments in connection with the transactions provided for herein.
9.2 Except as may be otherwise provided herein, each Acquired
Fund and each Acquiring Fund shall be liable for their respective expenses
incurred in connection with entering into and carrying out the provisions of
this Agreement, whether or not the transactions contemplated hereby are
consummated. The expenses payable by each Acquired Fund hereunder shall include
(i) fees and expenses of its counsel and independent accountants incurred in
connection with the Reorganization; (ii) all fees and expenses related to the
liquidation of the Acquired Fund; (iii) fees and expenses of the Acquired Fund's
custodian and transfer agent(s) incurred in connection with the Reorganization;
and (iv) any special pricing fees associated with the valuation of an Acquired
Fund's portfolio on the Applicable Valuation Date. The expenses payable by each
Acquiring Fund hereunder shall include (i) fees and expenses of its counsel and
independent accountants incurred in connection with the Reorganization; (ii)
expenses associated with preparing this Agreement and preparing and filing the
Registration Statement under the 1933 Act covering the Acquiring Fund Shares to
be issued in the Reorganization; (iii) registration or qualification fees and
expenses of preparing and filing such forms, if any, as are necessary under
applicable state securities laws to qualify the Acquiring Fund Shares to be
issued in connection with the Reorganization; (iv) any fees and expenses of the
Acquiring Fund's custodian and transfer agent(s) incurred in connection with the
Reorganization; and (v) any special pricing fees associated with the valuation
of an Acquiring Fund's portfolio on an Applicable Valuation Date.
A-17
<PAGE>
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 This Agreement constitutes the entire agreement between
the parties and supersedes any prior or contemporaneous understanding or
arrangement with respect to the subject matter hereof.
10.2 The representations, warranties and covenants contained
in this Agreement or in any document delivered pursuant hereto or in connection
herewith shall not survive the consummation of the transactions contemplated
herein.
11. TERMINATION
11.1 This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing:
(a) by the mutual written consent of Nations Fund and
Peachtree Funds;
(b) by either Nations Fund or the Peachtree Funds by
notice to the other, without liability to the terminating party on account of
such termination (provided any such termination shall not excuse the terminating
party from any liability arising out of a default or breach of this Agreement by
such terminating party) if such Closing shall not have occurred on or before
December 31, 1996; or
(c) by either of Nations Fund or the Peachtree Funds, in
writing without liability to the terminating party on account of such
termination (provided any such termination shall not excuse the terminating
party from any liability arising out of a material default or breach of this
Agreement by such terminating party), if (i) the other party shall fail to
perform in any material respect its agreements contained herein required to be
performed prior to the Closing Date, (ii) the other party materially breaches or
shall have breached any of its representations, warranties or covenants
contained herein, or (iii) any other express condition precedent to the
obligations of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
11.2 Termination of this Agreement pursuant to paragraphs
11.1(a) or (b) shall terminate all obligations of the parties hereunder with
respect to each Acquired Fund and Acquiring Fund affected by such termination,
or with respect to Nations Fund and Peachtree Funds, as the case may be, and
there shall be no liability for damages on the part of Nations Fund or Peachtree
Funds or the trustees or officers of Nations Fund or Peachtree Funds, to any
other party or its trustees or officers on account of termination pursuant to
paragraphs 11.1(a) or (b); provided, however, that notwithstanding any
termination of this Agreement pursuant to paragraph 11.1, such termination shall
not relieve either party of its respective obligations pursuant to Section 9.2
hereof.
A-18
<PAGE>
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the authorized officers
of Nations Fund, acting on behalf of each Acquiring Fund and the authorized
officers of Peachtree Funds, acting on behalf of the shareholders of each
Acquired Fund; provided, however, that following the meeting of the shareholders
of the Acquired Funds, no such amendment may have the effect of changing the
provisions for determining the number of shares of the corresponding Acquiring
Funds to be issued to the Acquired Fund Investors under this Agreement to the
detriment of such Acquired Fund Investors, or otherwise materially and adversely
affecting such Acquired Fund, without the Acquired Fund obtaining the Acquired
Fund Investors' further approval except that nothing in this paragraph 12 shall
be construed to prohibit any Acquiring Fund and the corresponding Acquired Fund
from amending this Agreement to change the Closing Date or Applicable Valuation
Date by mutual agreement.
13. NOTICES
Any notice, report, statement or demand required or permitted
by any provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed to:
For Nations Fund, on behalf of itself and the Acquiring Funds:
Richard H. Blank, Jr.
Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
With copies to:
Robert M. Kurucza, Esquire and
Marco E. Adelfio, Esquire
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
For Peachtree Funds, on behalf of itself and the Acquired
Funds:
Grant Anderson
Corporate Counsel
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
A-19
<PAGE>
2101 L Street, N.W.
Washington, D.C. 20037
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION
OF LIABILITY
14.1 The article and paragraph headings contained herein are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. All references herein to Articles, paragraphs,
subparagraphs or Exhibits shall be construed as referring to Articles,
paragraphs or subparagraphs hereof or Exhibits hereto, respectively. Whenever
the terms hereto, hereunder, herein or hereof are used in this Agreement, they
shall be construed as referring to this entire Agreement, rather than to any
individual Article, paragraph, subparagraph or sentence.
14.2 This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
14.3 This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
14.4 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other parties. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
14.5 It is expressly agreed that the obligations of Nations
Fund hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents, or employees of Nations Funds personally, but shall
bind only the assets and the property of the respective Acquiring Fund of
Nations Fund, as provided in its Declaration of Trust. The execution and
delivery by such officers shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the assets and the property of the respective Acquiring Fund of
Nations Fund as provided in its Declaration of Trust.
14.6 It is expressly agreed that the obligations of Peachtree
Funds hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents, or employees of Peachtree Funds personally, but
shall bind only the assets and the property of the respective Acquired Fund of
Peachtree Funds, as provided in its Declaration of Trust. The execution and
delivery by such officers shall not be deemed to have been made by any of them
individually or to impose any liability on any of them individually or to impose
any liability on any of them personally, but shall bind only the assets and the
property of the respective Acquired Fund of Peachtree as provided in its
Declaration of Trust.
A-20
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed by its authorized officer, and attested by its
Secretary.
NATIONS FUND TRUST, for itself and on behalf of the
Acquiring Funds
By:
Name:
Title:_____________________________________________
PEACHTREE FUNDS, for itself and on behalf of the
Acquired Funds
By:
Name:
Title:_____________________________________________
A-21
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
ACQUIRING FUND ACQUIRED FUND
<S> <C>
Nations Government Money Market Fund Peachtree Government Money Market Fund
Primary A Shares
Nations Capital Growth Fund Peachtree Equity Fund
Primary A Shares
Nations Strategic Fixed Income Fund Peachtree Bond Fund
Primary A Shares
Nations Georgia Intermediate Municipal Bond Fund Peachtree Georgia Tax-Free Income Fund
Primary A Shares
A-22
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 5, 1996
PEACHTREE FUNDS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
(800) 626-2275
NATIONS FUND TRUST
ONE NATIONSBANK PLAZA
CHARLOTTE, NC 28255
(800) 626-2275
(SEPTEMBER 23, 1996 SPECIAL MEETING OF SHAREHOLDERS OF PEACHTREE FUNDS)
This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Combined Prospectus/Proxy Statement dated the
date hereof, for the Special Meeting of Shareholders of Peachtree Funds to be
held September 23, 1996. Copies of the Combined Prospectus/Proxy Statement may
be obtained at no charge by writing or calling Peachtree Funds or the Trust at
the addresses or telephone numbers set forth above. Unless otherwise indicated,
capitalized terms used herein and not otherwise defined have the same meanings
as are given to them in the Combined Prospectus/Proxy Statement.
INCORPORATION OF DOCUMENTS BY REFERENCE IN STATEMENT OF ADDITIONAL INFORMATION
Further information about Primary A Shares of the Acquiring Funds is
contained in and incorporated herein by reference to the statement of additional
information for the Primary A Shares of each Acquiring Fund dated July 31, 1996.
The audited financial statements and related independent auditors'
report for the Acquiring Funds contained in the Annual Report for the fiscal
period ended March 31, 1996 are hereby incorporated by reference.
No other parts of the Annual Report are incorporated by reference.
Further information about the shares of the Funds is contained in and
incorporated herein by reference to the statement of additional information for
the shares of each Fund dated November 30, 1995.
The audited financial statements for the Funds for the year ended
September 30, 1995 contained in each Fund's Annual Report, and the unaudited
financial statements contained in each Fund's Semi-Annual Report for the
six-month period ended March 31, 1996, are hereby incorporated by reference.
1
<PAGE>
TABLE OF CONTENTS
General
Information................................................................3
Introductory Note to Pro Forma Financial Information.......................4
2
<PAGE>
GENERAL INFORMATION
As a result of the merger of Bank South into NationsBank onJanuary 9,
1996, the investment advisory agreements between the Peachtree Funds and Bank
South, in accordance with applicable law and their terms, terminated
automatically. Shortly thereafter, new Advisory and Sub-Advisory Contracts were
approved by the shareholders of each Fund in order to ensure continuity in the
provision of investment advisory services to the Funds.
Accordingly, the Board of Trustees of Peachtree Funds is proposing that
the shareholders of the Funds approve an Agreement and Plan of Reorganization
for the Funds, and the transactions contemplated thereby, which include (a) the
transfer of all of the assets of the Funds to the corresponding Acquiring Funds
of the Trust in exchange for Primary A Shares of the corresponding Acquiring
Fund, and the assumption of stated liabilities of the Fund by each corresponding
Acquiring Fund ; and (b) the distribution of shares of the corresponding
Acquiring Fund to shareholders of each Fund.
The Primary A Shares issued by the Trust will have an aggregate value
equal to the aggregate value of the shares of the respective Funds that are
outstanding immediately before the Closing.
After the transfer of their assets and liablilities in exchange for
Acquiring Fund Primary A Shares, the Funds will distribute the Primary A Shares
of the Acquiring Funds to their shareholders in liquidation of the Funds. Each
shareholder owning shares of a particular Fund at the Closing will receive
Primary A Shares of the corresponding Acquiring Fund, as specified above, of
equal value, and will receive any unpaid dividends or distributions that were
declared before the Closing on shares of the Funds. The Trust will establish an
account for each former shareholder of the Funds reflecting the approprite
number of Primary A Shares distributed to the shareholder. These accounts will
be identical to the accounts currently maintained by Peachtree Funds for each
shareholder. Upon completion of the Reorganization, all outstanding shares of
the Funds will be redeemed and canceled in exchange for Primary A Shares of the
Acquring Funds, and Peachtree Funds will wind up its affairs, and be
deregistered as an investment company under the 1940 Act.
3
<PAGE>
INTRODUCTORY NOTE TO PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information gives effect to
the proposed transfer of the assets and liabilities of the Funds and Acquiring
Funds listed earlier in this Statement of Additional Information.
The pro forma financial should be read in conjunction with the
historical financial statements and notes thereto of the Funds and Acquiring
Funds included or incorporated by reference in this Statement of Additional
Information. Pro forma financial information giving effect to the proposed
transfer of the assets and liabilities of the Peachtree Bond Fund to the Nations
Strategic Fixed Income Fund, and the Peachtree Georgia Tax-Free Income Fund to
the Nations Georgia Intermediate Municipal Bond Fund, is not presented in this
Statement of Additional Information because, as of June 28, 1996, the aggregate
net asset value of the Peachtree Bond Fund was less than 10% of the aggregate
net asset value of Nations Strategic Fixed Income Fund, and the aggregate net
asset value of the Peachtree Georgia Tax-Free Income Fund was less than 10% of
the aggregate net asset value of Nations Georgia Intermediate Municipal Income
Fund.
4
<PAGE>
Nations Fund Trust
Expense Ratio Pro Forma
</TABLE>
<TABLE>
<CAPTION>
Nations Peachtree
Government Money Government Money Combined
Market Fund Market Fund Pro Forma
<S> <C> <C> <C>
Net Assets March 31, 1996 $481,444,223 $78,098,097 $559,542,320
Operating Expense Ratio:
Primary A Shares-
Gross Expense Ratio 0.59% 0.84% 0.58%
Expense Waiver -0.29% -0.30% -0.28%
Net Primary A Expense Ratio 0.30% 0.54% 0.30%
Other Classes:
Primary B Shares 0.55% * n/a 0.55% *
Investor A Shares 0.65% ** n/a 0.65% **
Investor B Shares 0.55% *** n/a 0.55% ***
Investor C Shares 0.55% # n/a 0.55% #
Investor D Shares 0.61% @ n/a 0.61% @
</TABLE>
Legend:
* Based upon effective ssp fee of .25%.
** Based upon effective 12b-1/ssp fee of .35%.
*** Based upon effective ssp fee of .25%.
# Based upon effective ssp fee of .25%.
@ Based upon effective ssp fee of .3125%.
<PAGE>
Nations Fund Trust
Expense Ratio Pro Forma
<TABLE>
<CAPTION>
Nations Peachtree
Capital Growth Equity Combined
Fund Fund Pro Forma
<S> <C> <C> <C>
Net Assets March 31, 1996 $902,311,873 $111,757,147 $559,542,320
Operating Expense Ratio:
Primary A Shares-
Gross Expense Ratio 0.98% 1.06% 0.97%
Expense Waiver 0.00% -0.06% 0.00%
Net Primary A Expense R 0.98% 1.00% 0.97%
Other Classes:
Investor A Shares 1.23% * n/a 1.22% *
Investor C Shares 1.86% ** n/a 1.85% **
Investor N Shares 1.98% *** n/a 1.97% ***
</TABLE>
Legend:
* Based upon effective 12b-1 fee of .25%.
** Based upon effective 12b-1/ssp fee of .8750%.
*** Based upon effective 12b-1/ssp fee of 1.00%.
<PAGE>
NATIONS FUND
Nations Capital Growth Fund
Peachtree Equity Fund
Combined Portfolio of Investments
March 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE
Nations SECURITY Nations
Capital Growth Peachtree DESCRIPTIONS Capital Growth Peachtree
Fund Equity Fund Combined Fund Equity Fund Combined
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK-95.3%
Aerospace & Defense-0.5%
0 19,000 19,000 Boeing Co. .............. $0 $1,645,875 $1,645,875
0 67,000 67,000 Loral Corp. ............. 0 3,283,000 3,283,000
0 4,928,875 4,928,875
Automotive-0.8%
0 20,000 20,000 Chrysler Corp. .......... 0 1,245,000 1,245,000
0 25,000 25,000 Eaton Corp. ............. 0 1,506,250 1,506,250
0 40,000 40,000 Echlin, Inc. ............ 0 1,450,000 1,450,000
0 20,000 20,000 General Motors Corp. .... 0 1,065,000 1,065,000
0 28,000 28,000 General Motors Corp. Class H 0 1,771,000 1,771,000
0 50,000 50,000 Superior Industries International, Inc. 0 1,250,000 1,250,000
0 8,287,250 8,287,250
Building Materials-0.1%
0 32,000 32,000 Masco Corp. ............. 0 928,000 928,000
Business Equipment & Peripherals-5.3%
431,800 26,800 458,600 Bay Networks, Inc.+...... 13,277,850 824,100 14,101,950
375,700 0 375,700 cisco Systems, Inc.+..... 17,423,088 0 17,423,088
80,600 0 80,600 International Business Machine
Corp. 8,956,675 0 8,956,675
303,400 15,000 318,400 Madge Networks N.V.+ .... 12,173,925 601,875 12,775,800
51,831,538 1,425,975 53,257,513
Chemicals - Specialty-0.7%
0 20,000 20,000 Imperial Chemical Industries
PLC, ADR 0 1,140,000 1,140,000
0 58,750 58,750 R.P.M. Inc., Ohio ....... 0 910,625 910,625
93,700 0 93,700 Sigma-Aldrich Corp. ..... 5,364,325 0 5,364,325
5,364,325 2,050,625 7,414,950
Computer Manufacturers-1.2%
67,400 19,000 86,400 Hewlett Packard Company . 6,335,600 1,786,000 8,121,600
96,300 0 96,300 Sun Microsystems Inc. +.. 4,213,125 0 4,213,125
10,548,725 1,786,000 12,334,725
Diversified Healthcare-2.3%
252,500 0 252,500 Columbia/HCA Healthcare
Corporation 14,581,875 0 14,581,875
182,400 0 182,400 U.S. Healthcare Inc. .... 8,367,600 0 8,367,600
22,949,475 0 22,949,475
</TABLE>
<PAGE>
NATIONS FUND
Nations Capital Growth Fund
Peachtree Equity Fund
Combined Portfolio of Investments
March 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE
Nations SECURITY Nations
Capital Growth Peachtree DESCRIPTIONS Capital Growth Peachtree
Fund Equity Fund Combined Fund Equity Fund Combine
<S> <C> <C> <C> <C> <C> <C>
Drugs-6.3%
177,700 10,000 187,700 Bristol-Myers Squibb Co. $15,215,562 $856,250 $16,071,812
140,000 25,000 165,000 Merck & Company Inc. .... 8,715,000 1,556,250 10,271,250
228,400 60,000 288,400 Mylan Labs Inc. ......... 4,796,400 1,260,000 6,056,400
205,700 20,000 225,700 Pfizer Inc. ............. 13,781,900 1,340,000 15,121,900
0 33,000 33,000 Scherer R.P. Corp.+ ..... 0 1,447,875 1,447,875
227,500 0 227,500 Schering-Plough Corporation 13,223,438 0 13,223,438
0 30,000 30,000 Smithkline Beecham PLC, ADR 0 1,545,000 1,545,000
55,732,300 8,005,375 63,737,675
Drugs - Medical Supplies-8.0%
350,300 35,000 385,300 Abbott Laboratories ..... 14,274,725 1,426,250 15,700,975
352,400 0 352,400 Baxter International Inc. 15,946,100 0 15,946,100
145,000 0 145,000 Becton, Dickinson & Company 11,871,875 0 11,871,875
145,900 0 145,900 Boston Scientific Corporation + 6,711,400 0 6,711,400
0 20,000 20,000 Forest Labs, Inc.+....... 0 975,000 975,000
151,500 0 151,500 Johnson & Johnson ...... 13,975,875 0 13,975,875
262,800 0 262,800 Medtronic Inc. .......... 15,669,450 0 15,669,450
78,449,425 2,401,250 80,850,675
Electrical Equipment-4.4%
0 49,500 49,500 Andrew Corp.+ ........... 0 1,893,375 1,893,375
203,700 22,000 225,700 Emerson Electric Company 16,448,775 1,776,500 18,225,275
282,700 25,000 307,700 General Electric Company 22,015,263 1,946,875 23,962,138
38,464,038 5,616,750 44,080,788
Electrical Components-1.8%
0 80,000 80,000 American Business Products, Inc. 0 1,810,000 1,810,000
116,000 34,000 150,000 Intel Corp. ............. 6,597,500 1,933,750 8,531,250
80,600 23,000 103,600 Motorola, Inc. .......... 4,271,800 1,219,000 5,490,800
40,000 40,000 Sensormatic Electronics Corp. 0 810,000 810,000
0 25,000 25,000 Texas Instruments, Inc. . 0 1,271,875 1,271,875
10,869,300 7,044,625 17,913,925
</TABLE>
<PAGE>
NATIONS FUND
Nations Capital Growth Fund
Peachtree Equity Fund
Combined Portfolio of Investments
March 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE
Nations SECURITY Nations
Capital Growth Peachtree DESCRIPTIONS Capital Growth Peachtree
Fund Equity Fund Combined Fund Equity Fund Combine
<S> <C> <C> <C> <C> <C> <C>
Energy-9.1%
145,000 29,000 174,000 Amoco Corp. ............. $10,476,250 $2,095,250 $12,571,500
0 25,000 25,000 Anadarko Petroleum Corp. 0 1,387,500 1,387,500
0 33,000 33,000 Baker Hughes, Inc. ...... 0 965,250 965,250
368,500 0 368,500 Enron Corp. ............. 13,588,438 0 13,588,438
148,400 0 148,400 Kerr-McGee Corp. ........ 9,423,400 0 9,423,400
0 10,000 10,000 Mapco, Inc. ............. 0 558,750 558,750
165,000 0 165,000 Mobil Corp. ............. 19,119,375 0 19,119,375
100,000 15,000 115,000 Royal Dutch Petroleum Co. 14,125,000 2,118,750 16,243,750
64,000 18,000 82,000 Schlumberger Ltd. ....... 5,064,000 1,424,250 6,488,250
185,900 0 185,900 Western Atlas, Inc.+..... 11,154,000 0 11,154,000
82,950,463 8,549,750 91,500,213
Engineering & Construction-1.1%
158,600 0 158,600 Fluor Corp. ............. 10,892,700 0 10,892,700
Finance - Services-3.0%
0 17,000 17,000 American Express Co. .... 0 839,375 839,375
0 20,000 20,000 Barnett Bks Inc. ........ 0 1,245,000 1,245,000
0 10,000 10,000 Chubb Corp. ............. 0 938,750 938,750
186,600 0 186,600 Dean Witter, Discover & Company 10,682,850 0 10,682,850
0 48,000 48,000 Federal Natl Mtg Assn ... 0 1,530,000 1,530,000
0 19,000 19,000 Morgan J P & Co Inc. .... 0 1,577,000 1,577,000
200,000 0 200,000 Morgan Stanley Group, Inc. 10,350,000 0 10,350,000
0 45,000 45,000 Signet Banking Corp. .... 0 1,119,375 1,119,375
0 25,000 25,000 Suntrust Bks Inc. ....... 0 1,750,000 1,750,000
21,032,850 8,999,500 30,032,350
Food & Beverages-5.2%
159,100 0 159,100 CPC International Inc. .. 11,037,562 0 11,037,562
186,800 0 186,800 Coca-Cola Company ....... 15,434,350 0 15,434,350
0 93,000 93,000 Flowers Industries, Inc. 0 1,255,500 1,255,500
0 50,000 50,000 IBP Inc. ................ 0 1,281,250 1,281,250
300,000 27,000 327,000 PepsiCo Inc. ............ 18,975,000 1,707,750 20,682,750
0 18,000 18,000 Philip Morris Companies, Inc. 0 1,579,500 1,579,500
0 35,000 35,000 Sara Lee Corp. .......... 0 1,141,875 1,141,875
45,446,912 6,965,875 52,412,787
Forest Products & Paper-1.8%
117,300 0 117,300 Kimberly-Clark Corp. .... 8,738,850 0 8,738,850
157,650 0 157,650 Mead Corp. .............. 8,513,100 0 8,513,100
0 26,000 26,000 Weyerhaeuser Co. ........ 0 1,199,250 1,199,250
17,251,950 1,199,250 18,451,200
</TABLE>
<PAGE>
NATIONS FUND
Nations Capital Growth Fund
Peachtree Equity Fund
Combined Portfolio of Investments
March 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE
Nations SECURITY Nations
Capital Growth Peachtree DESCRIPTIONS Capital Growth Peachtree
Fund Equity Fund Combined Fund Equity Fund Combine
<S> <C> <C> <C> <C> <C> <C>
Health & Beauty-0.9%
0 20,000 20,000 Bausch & Lomb, Inc. ..... $0 $740,000 $740,000
120,000 24,000 144,000 Gillette Company ........ 6,210,000 1,242,000 7,452,000
32,500 0 32,500 Revlon Corp. ............ 893,750 0 893,750
7,103,750 1,982,000 9,085,750
Household Products-2.1%
235,000 11,000 246,000 Procter & Gamble Co. ... 19,916,250 932,250 20,848,500
Imaging-0.9%
122,000 0 122,000 Eastman Kodak Co. ....... 8,662,000 0 8,662,000
Industrial Conglomerates-1.7%
285,300 0 285,300 AlliedSignal Inc. ....... 16,868,362 0 16,868,362
Insurance-5.6%
325,500 0 325,500 AFLAC, Inc. ............. 10,171,875 0 10,171,875
145,600 6,200 151,800 American International
Group, Inc. 13,631,800 580,475 14,212,275
93,500 4,000 97,500 General Re Corp. ........ 13,627,625 583,000 14,210,625
143,900 0 143,900 MGIC Investment Corp. ... 7,842,550 0 7,842,550
166,800 0 166,800 UNUMC Corp. ............. 9,924,600 0 9,924,600
55,198,450 1,163,475 56,361,925
Leisure-3.3%
282,600 0 282,600 Circus Circus Enterprises Inc.+ 9,502,425 0 9,502,425
87,500 0 87,500 Disney (Walt) Co. ....... 5,589,063 0 5,589,063
246,000 0 246,000 Time Warner Inc. ....... 10,055,250 0 10,055,250
0 20,000 20,000 Viacom Inc. ............. 0 842,500 842,500
172,800 0 172,800 Viacom Inc., Class B+.... 7,279,200 0 7,279,200
32,425,938 842,500 33,268,438
Long Distance-1.1%
135,800 20,000 155,800 AT&T Corp. .............. 8,317,750 1,225,000 9,542,750
0 60,000 60,000 MCI Communications, Inc. 0 1,815,000 1,815,000
8,317,750 3,040,000 11,357,750
Machinery & Equipment-0.8%
0 82,000 82,000 Agco Corp. .............. 0 1,978,250 1,978,250
61,900 25,000 86,900 Caterpillar, Inc. ....... 4,209,200 1,700,000 5,909,200
4,209,200 3,678,250 7,887,450
</TABLE>
<PAGE>
NATIONS FUND
Nations Capital Growth Fund
Peachtree Equity Fund
Combined Portfolio of Investments
March 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE
Nations SECURITY Nations
Capital Growth Peachtree DESCRIPTIONS Capital Growth Peachtree
Fund Equity Fund Combined Fund Equity Fund Combine
<S> <C> <C> <C> <C> <C> <C>
Media-1.2%
442,000 0 442,000 K-III Communications Corp. $5,138,250 $0 $5,138,250
0 18,000 18,000 Reuters Holdings PLC .... 0 1,172,250 1,172,250
187,500 0 187,500 Tele-Communications Liberty
Media Group, Class A+....... 4,945,312 0 4,945,312
0 20,000 20,000 Times Mirror Co. ........ 0 787,500 787,500
10,083,562 1,959,750 12,043,312
Metals & Mining-2.1%
261,200 0 261,200 Crown Cork & Seal Inc. .. 12,733,500 0 12,733,500
118,300 30,000 148,300 Nucor Corp. ............. 6,994,489 1,773,750 8,768,239
19,727,989 1,773,750 21,501,739
Miscellaneous-0.2%
0 24,000 24,000 Millipore ............... 0 918,000 918,000
0 27,000 27,000 Tenneco Inc. ............ 0 1,508,625 1,508,625
0 2,426,625 2,426,625
Money Center Banks & Thrifts-2.7%
190,000 0 190,000 Bank of New York Inc. ... 9,785,000 0 9,785,000
100,000 0 100,000 Citicorp ................ 8,000,000 0 8,000,000
264,200 0 264,200 Norwest Corp. ........... 9,709,350 0 9,709,350
27,494,350 0 27,494,350
Movies/Entertainment-0.4%
0 40,000 40,000 Harley Davidson Inc. .... 0 1,555,000 1,555,000
0 10,000 10,000 Hilton Hotels Corp. ..... 0 940,000 940,000
0 24,000 24,000 McDonalds Corp. ......... 0 1,152,000 1,152,000
0 3,647,000 3,647,000
Retail - Speciality-3.9%
0 25,000 25,000 Autozone Inc.+........... 0 846,875 846,875
15,000 15,000 Barnes & Noble, Inc.+.... 0 521,250 521,250
0 23,000 23,000 Circuit City Stores, Inc. 0 687,125 687,125
70,000 30,000 100,000 Home Depot, Inc. ........ 3,351,250 1,436,250 4,787,500
0 21,756 21,756 Limited, Inc. ........... 0 413,364 413,364
282,000 30,000 312,000 Lowe's Companies Inc. ... 10,081,500 1,072,500 11,154,000
412,700 45,000 457,700 Office Depot Inc.+ ...... 8,099,237 883,125 8,982,362
390,050 0 390,050 OfficeMax, Inc.+ ........ 9,458,712 0 9,458,712
0 15,000 15,000 Penney (J. C.) Inc. ..... 0 746,250 746,250
0 25,000 25,000 Toys R Us, Inc. ......... 0 675,000 675,000
0 25,000 25,000 Wal-Mart Stores, Inc. ... 0 578,125 578,125
30,990,699 7,859,864 38,850,563
</TABLE>
<PAGE>
NATIONS FUND
Nations Capital Growth Fund
Peachtree Equity Fund
Combined Portfolio of Investments
March 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE
Nations SECURITY Nations
Capital Growth Peachtree DESCRIPTIONS Capital Growth Peachtree
Fund Equity Fund Combined Fund Equity Fund Combine
<S> <C> <C> <C> <C> <C> <C>
Software & Services-7.9%
160,500 10,700 171,200 BMC Software, Inc. ...... $8,787,375 $585,825 $9,373,200
93,900 0 93,900 Broderbund Software Corp.+ 3,544,725 0 3,544,725
258,700 0 258,700 Ceridian Corp. +......... 11,124,100 0 11,124,100
0 20,000 20,000 Computer Association
International, Inc. 0 1,432,500 1,432,500
195,300 0 195,300 First Data Corp. ........ 13,768,650 0 13,768,650
152,600 0 152,600 Informix Corp.+.......... 4,024,825 0 4,024,825
150,400 18,000 168,400 Microsoft Corporation +.. 15,510,000 1,856,250 17,366,250
94,150 0 94,150 Oracle Systems Corporation+ 4,436,819 0 4,436,819
234,000 16,800 250,800 Parametric Technology Corp.+ 9,155,250 657,300 9,812,550
84,000 0 84,000 PeopleSoft, Inc. ........ 4,830,000 0 4,830,000
75,181,744 4,531,875 79,713,619
Telecommunication Systems &
Speciality Equipment-4.7%
201,500 0 201,500 Ericsson (L.M.) Telecommunications Company,
Class B, ADR ........ 4,307,062 0 4,307,062
470,100 13,200 483,300 Glenayre Technologies Inc.+ 17,981,325 504,900 18,486,225
120,900 0 120,900 Nokia Corporation, Class A, ADR 4,140,825 0 4,140,825
264,100 0 264,100 Paging Network Inc. +.... 6,602,500 0 6,602,500
143,500 0 143,500 QUALCOMM Inc. +.......... 5,955,250 0 5,955,250
199,100 0 199,100 360 (Degrees) Communications Co.+ 4,753,512 0 4,753,512
0 34,000 34,000 Telefonos De Mexico S.A.
de C.V., ADR 0 1,117,750 1,117,750
0 43,000 43,000 Worldcom, Inc. .......... 0 1,978,000 1,978,000
43,740,474 3,600,650 47,341,124
Telephone - Cable and Cellular-4.0%
238,700 0 238,700 AirTouch Communications + 7,429,537 0 7,429,537
346,200 0 346,200 Century Telephone Enterprises 10,991,850 0 10,991,850
507,200 0 507,200 Comcast Corporation, Class A 8,971,100 0 8,971,100
190,500 0 190,500 Frontier Corp. .......... 6,000,750 0 6,000,750
196,000 0 196,000 Vodafone Group, ADR ..... 7,350,000 0 7,350,000
40,743,237 0 40,743,237
Transportation-0.4%
0 70,000 70,000 Atlantic Southeast Airlines, Inc. 0 1,793,750 1,793,750
0 53,000 53,000 Southwest Airlines Co. .. 0 1,570,125 1,570,125
0 30,000 30,000 Swift Transportation, Inc. 0 532,500 532,500
0 3,896,375 3,896,375
TOTAL COMMON STOCK $852,447,756 $109,523,464 $961,971,220
</TABLE>
<PAGE>
NATIONS FUND
Nations Capital Growth Fund
Peachtree Equity Fund
Combined Portfolio of Investments
March 31, 1996
<TABLE>
<CAPTION>
SHARES VALUE
Nations SECURITY Nations
Capital Growth Peachtree DESCRIPTIONS Capital Growth Peachtree
Fund Equity Fund Combined Fund Equity Fund Combine
<S> <C> <C> <C> <C> <C> <C>
Principal Amount SHORT TERM INVESTMENTS-4.7%
Repurchase Agreement-4.7%
$47,084,000 $0 $47,084,000 Agreement with CS First Boston Corporation,
5.260% dated 03/29/96, to be repurchased
at $47,104,638 on 04/01/96, collateralized by:
$48,261,159 U.S. Treasury Bonds,
7.500% - 12.000% due
05/15/05-05/15/18 $47,084,000 $0 $47,084,000
TOTAL SHORT TERM INVESTMENTS $47,084,000 $0 $47,084,000
TOTAL INVESTMENTS (COST $818,176,007*) $899,531,756 $109,523,464 $1,009,055,200
</TABLE>
* Aggregate cost for Federal tax purposes.
+ Non-income producing security.
<PAGE>
NATIONS CAPITAL GROWTH FUND
Peachtree Equity Fund
Pro Forma Combining Statement of Assets and Liabilities
March 31, 1996
<TABLE>
<CAPTION>
Nations Capital Peachtree Adjustments to Pro Forma
Growth Fund Equity Fund Proforma Combined (Note 1)
<S> <C> <C> <C> <C>
ASSETS:
Investments at Value (cost $734,167,861,$84,008,146
and $818,176,007) $899,531,756 $109,523,464 - $1,009,055,220
Cash 254,944 - - 254,944
Dividend Receivable 650,620 185,136 - 835,756
Income Receivable 20,639 - - 20,639
Receivable for Investments Sold 5,950,341 5,331,872 - 11,282,213
Receivable for Fund Shares Sold 2,251,490 - - 2,251,490
Receivable due from Advisor - - 21,591 (a) 21,591
Unamortized organization costs 6,053 21,591 (21,591)(a) 6,053
Total Assets 908,665,843 115,062,063 0 1,023,727,906
LIABILITIES:
Payable for fund shares redeemed 5,450,616 5,463 - 5,456,079
Payable for Investments Purchased - 3,173,364 - 3,173,364
Accrued Expenses 903,354 126,089 - 1,029,443
Total Liabilities 6,353,970 3,304,916 0 9,658,886
Net Assets Applicable to Shares Outstanding $902,311,873 $111,757,147 $0 $1,014,069,020
Net Assets by Class:
Primary A $839,300,160 $111,757,147 - $951,057,307
Investor A $18,311,125 n/a - $18,311,125
Investor C $3,655,183 n/a - $3,655,183
Investor N $41,045,405 n/a - $41,045,405
Shares Outstanding by Class:
Primary A 62,500,885 8,632,609 (310,294) 70,823,200
Investor A 1,365,645 n/a - 1,365,645
Investor C 275,575 n/a - 275,575
Investor N 3,084,488 n/a - 3,084,488
Primary A Shares:
Net Asset Value per Share $13.43 $12.95 $13.43
Investor A Shares:
Net Asset Value per Share $13.41 n/a $13.41
Investor C Shares:
Net Asset Value per Share $13.26 n/a $13.26
Investor N Shares:
Net Asset Value per Share $13.31 n/a $13.31
</TABLE>
See Notes to Proforma Financial Statements
(a) Unamortized Organization Costs of the acquired fund will be borne by
the Advisor.
<PAGE>
NATIONS CAPITAL GROWTH FUND
Peachtree Equity Fund
Pro Forma Statement of Operations (Unaudited)
For the Twelve Months Ended March 31, 1996
<TABLE>
<CAPTION>
Nations Capital Peachtree Adjustments to Pro Forma
Growth Fund Equity Fund Proforma Combined (Note 1)
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $2,853,756 $283,546 0 $3,137,302
Dividends 10,423,775 2,042,605 0 12,466,380
Total Investment Income 13,277,532 2,326,151 0 15,603,683
EXPENSES:
Investment Advisory 6,641,999 903,231 0 7,545,230
Administration 885,600 168,667 (64,000)(a) 990,267
Portfolio Accounting Fee - 49,996 (49,996)(a) 0
Transfer Agent 636,304 48,615 (14,000)(a) 670,919
Custodian 113,116 30,098 0 143,214
Legal and Audit Fees 184,015 19,611 (14,000)(a) 189,626
Trustees' Fees 22,873 3,245 (3,245)(a) 22,873
Amortization of organization costs 4,036 4,943 (4,943)(b) 4,035
Other expenses 190,785 44,343 (38,500)(a) 196,628
Subtotal 8,678,727 1,272,749 (188,684) 9,762,792
Shareholder servicing and distribution fees
Investor A 38,550 N/A 0 38,550
Investor C 27,931 N/A 0 27,931
Investor N 366,335 N/A 0 366,335
Fees waived and/or reimbursed by
investment advisor 0 (68,189) 68,189 0
Total Expenses 9,111,543 1,204,560 (120,495) 10,195,608
NET INVESTMENT INCOME 4,165,989 1,121,591 120,495 5,408,075
Net Realized and Unrealized Gain/(Loss)
on Investments:
Realized Gain/(Loss) on securities 130,147,698 5,395,670 0 135,543,368
Change in unrealized appreciation/
(depreciation) on securities 67,650,875 21,873,263 0 89,524,138
Net Realized and Unrealized gain/(loss)
on investments 197,798,573 27,268,933 0 225,067,506
Net Increase/(Decrease) in assets
resulting from operations $201,964,562 $28,390,524 $120,495 $230,475,581
</TABLE>
(a) Adjustment reflects expected savings when the two funds become one.
(b) Organization expense of the acquired fund is not an expense of the
combined fund.
<PAGE>
Nations Capital Growth Fund
Peachtree Equity Fund
Notes to Pro Forma Financial Statements (Unaudited)
1. Basis of Combination
Nations Fund Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. As of March 31, 1996 the Trust offers
thirty-one separate portfolios. The unaudited Pro Forma Combining
Portfolio of Investments and Statement of Assets and Liabilities and
the Statement of Operations reflect the accounts of the Nations
Capital Growth Fund and the Peachtree Equity Fund for the twelve month
period ending March 31, 1996. These statements have been derived from
books and records utilized in calculating daily net asset value at
March 31, 1996.
The pro forma statements give effect to the proposed transfer of the
assets and stated liabilities of the Peachtree Equity Fund in exchange
for shares of Nations Capital Growth Fund. Under generally accepted
accounting principles, the historical cost of investment securities
will be carried forward to the surviving entity and the results of
operations of the Peachtree Equity Fund for pre-combination periods
will not be restated. The pro forma statements do not reflect the
expenses of either fund in carrying out its obligations under the
proposed Agreement and Plan of Reorganization.
The Pro Forma Combining Portfolio of Investments and Statement of
Assets and Liabilities and the Statement of Operations should be read
in conjunction with the historical financial statements of the funds
incorporated by reference in the Statement of Additional Information.
<PAGE>
Nations Capital Growth Fund
Peachtree Equity Fund
Notes to Pro Forma Financial Statements (Unaudited)
For the twelve month period ended March 31, 1996, the Nations Capital
Growth Funds' investment advisory fee was computed based on the annual
rate of .75% of the average daily net assets. The administration fee
was computed based on the annual rate of .10% of average daily net
assets of the Trust and the investment portfolios of Nations Fund,
Inc. and Nations Fund Portfolios, Inc. (two other registered open-end
investment companies consisting of five and three portfolios,
respectively that are part of the Nations Fund Family) on a combined
basis.
The Trust has adopted a shareholder servicing and distribution plan
("Investor A Plan") pursuant to Rule 12b-1 under the 1940 Act for the
Investor A Shares of the Nations Capital Growth Fund. Under the
Investor A Plan, aggregate payments may not exceed 0.25% on an
annualized basis, of the average daily net assets of the Fund's
Investor A Shares.
The Trust also has adopted a distribution plan pursuant to Rule 12b-1
under the 1940 Act with respect to Investor C ("Investor C Plan") and
Investor N ("Investor N Plan") Shares of the Nations Capital Growth
Fund. Under the Investor C Plan and Investor N Plan, aggregate
payments may not exceed 0.75%, on an annualized basis, of the average
daily net assets of the Investor C or Investor N Shares, respectively,
of the Fund.
The Trust has also adopted a shareholder servicing plan with respect
to Investor C ("Investor C Servicing Plan") and Investor N ("Investor
N Servicing Plan") Shares of the Nations Capital Growth Fund. Under
the Investor C Servicing Plan and Investor N Servicing Plan, aggregate
payments may not exceed 0.25%, on an annualized basis, of the average
daily net assets of the Investor C or Investor N Shares of the Fund.
2
<PAGE>
Nations Capital Growth Fund
Peachtree Equity Fund
Notes to Pro Forma Financial Statements (Unaudited)
2. Portfolio Valuation
Securities of Nations Capital Growth Fund which are traded on a
recognized stock exchange are valued at the last sales price on the
securities exchange on which such securities are primarily traded at
the last sale price on the national securities market. Securities
traded only on over-the-counter markets are valued on the basis of the
closing over-the-counter bid prices or if no sale occurred on such day
at the mean of the current bid and ask prices. Certain securities may
be valued by one or more principal market makers. Restricted
securities, if any, and other assets for which market quotations are
not readily available are valued at fair value under the supervision
of the Board of Trustees. Short-term investments that mature in 60
days or less are valued at amortized cost. Peachtree Equity Fund uses
similar rules for determining portfolio valuation.
3. Capital Shares
The pro forma net asset value per share assumes the issuance of
additional shares of Nations Capital Growth Fund which would have been
issued at March 31, 1996 in connection with the proposed
reorganization. The pro forma number of shares outstanding of
75,548,908 consists of 8,322,315 shares assumed issued in the
reorganization plus 67,226,593 shares of Nations Capital Growth Fund
at March 31, 1996.
3
<PAGE>
NATIONS FUND
Nations Government Money Market Fund
Peachtree Government Money Market Fund
Combined Portfolio of Investments
March 31, 1996
[CAPTION]
<TABLE>
PRINCIPAL
AMOUNT VALUE
Nations Peachtree SECURITY Nations Peachtree
Government Government DESCRIPTIONS Government Government
Money Market Money Market Money Market Money Market
Fund Fund Combined Fund Fund Combined
<S> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS-89.2%
Federal Farm Credit Bank-13.1%
$10,000,000 $0 $10,000,000 Discount note.........04/01/96 $10,000,000 $0 $10,000,000
8,900,000 0 8,900,000 Discount note.........04/08/96 8,891,232 0 8,891,232
8,000,000 0 8,000,000 Discount note.........04/09/96 7,990,631 0 7,990,631
10,000,000 0 10,000,000 Discount note.........04/15/96 9,979,855 0 9,979,855
10,000,000 0 10,000,000 Discount note.........04/18/96 9,974,878 0 9,974,878
5,000,000 0 5,000,000 Discount note.........05/30/96 4,954,849 0 4,954,849
10,000,000 0 10,000,000 Discount note.........08/05/96 9,828,850 0 9,828,850
3,735,000 0 3,735,000 Discount note.........08/14/96 3,666,229 0 3,666,229
8,000,000 0 8,000,000 Discount note.........08/15/96 7,854,329 0 7,854,329
73,140,853 0 73,140,853
Federal Farm Credit Bank
Floating Rate Notes-3.6%
15,000,000 0 15,000,000 5.290% +..............04/01/96 +++ 14,998,943 0 14,998,943
5,000,000 0 5,000,000 5.330% +..............04/01/96 +++ 5,000,190 0 5,000,190
19,999,133 0 19,999,133
Federal Farm Credit Bank Note-1.4%
8,000,000 0 8,000,000 5.750%................08/01/96 7,998,061 0 7,998,061
Federal Home Loan Bank-24.8%
9,000,000 0 9,000,000 Discount note.........04/01/96 9,000,000 0 9,000,000
5,000,000 0 5,000,000 Discount note.........04/02/96 4,999,288 0 4,999,288
3,200,000 0 3,200,000 Discount note.........04/03/96 3,199,063 0 3,199,063
1,900,000 0 1,900,000 Discount note.........04/08/96 1,898,020 0 1,898,020
16,000,000 0 16,000,000 Discount note.........04/22/96 15,951,933 0 15,951,933
5,000,000 0 5,000,000 Discount note.........04/29/96 4,978,767 0 4,978,767
10,000,000 0 10,000,000 Discount note.........05/03/96 9,951,111 0 9,951,111
5,000,000 0 5,000,000 Discount note.........05/06/96 4,975,792 0 4,975,792
6,595,000 0 6,595,000 Discount note.........05/09/96 6,559,218 0 6,559,218
5,000,000 0 5,000,000 Discount note.........05/22/96 4,962,671 0 4,962,671
5,000,000 0 5,000,000 Discount note.........05/28/96 4,959,704 0 4,959,704
10,000,000 0 10,000,000 Discount note.........06/07/96 9,908,992 0 9,908,992
10,000,000 0 10,000,000 Discount note.........06/10/96 9,905,111 0 9,905,111
5,000,000 0 5,000,000 Discount note.........05/14/96 4,948,405 0 4,948,405
10,000,000 0 10,000,000 Discount note.........06/19/96 9,890,278 0 9,890,278
10,000,000 0 10,000,000 Discount note.........06/20/96 9,892,222 0 9,892,222
8,000,000 0 8,000,000 Discount note.........06/27/96 7,906,813 0 7,906,813
5,000,000 0 5,000,000 Discount note.........07/09/96 4,934,000 0 4,934,000
10,000,000 0 10,000,000 Discount note.........07/16/96 9,858,667 0 9,858,667
138,680,055 0 138,680,055
</TABLE>
<PAGE>
NATIONS FUND
Nations Government Money Market Fund
Peachtree Government Money Market Fund
Combined Portfolio of Investments
March 31, 1996
[CAPTION]
<TABLE>
PRINCIPAL
AMOUNT VALUE
Nations Peachtree SECURITY Nations Peachtree
Government Government DESCRIPTIONS Government Government
Money Market Money Market Money Market Money Market
Fund Fund Combined Fund Fund Combined
<S> <C> <C> <C> <C> <C> <C>
Federal Home Loan Bank
Floating Rate Notes-9.3%
$20,000,000 $0 $20,000,000 5.290% +..............04/01/96 +++ $19,998,623 $0 $19,998,623
25,000,000 0 25,000,000 5.330% +..............04/01/96 +++ 24,999,128 0 24,999,128
7,000,000 0 7,000,000 4.833% ++.............04/29/96 +++ 7,000,000 0 7,000,000
51,997,751 0 51,997,751
Federal Home Loan Bank Notes-14.8%
10,000,000 0 10,000,000 6.010%................05/15/96 9,999,219 0 9,999,219
10,000,000 0 10,000,000 5.705%................06/10/96 9,994,384 0 9,994,384
13,000,000 0 13,000,000 5.695%................06/26/96 13,018,068 0 13,018,068
5,000,000 0 5,000,000 4.860%................02/07/97 4,995,392 0 4,995,392
25,000,000 0 25,000,000 5.265%................03/13/97 25,000,000 0 25,000,000
7,000,000 0 7,000,000 5.392%................03/18/97 7,000,000 0 7,000,000
0 13,000,000 13,000,000 5.030%-5.150%.........04/01/96-05/29/96 0 12,959,480 12,959,480
70,007,063 12,959,480 82,966,543
Federal Home Loan Mortgage Corp.-5.3%
0 29,650,000 29,650,000 5.020%-5.280%.........04/11/96-06/03/96 0 29,543,992 29,543,992
Student Loan Marketing Association
Floating Rate Notes-11.6%
10,000,000 0 10,000,000 5.720% +..............04/02/96 +++ 10,000,000 0 10,000,000
25,000,000 0 25,000,000 5.290% +..............04/02/96 +++ 25,000,000 0 25,000,000
14,800,000 0 14,800,000 5.310% +..............04/02/96 +++ 14,800,000 0 14,800,000
15,000,000 0 15,000,000 5.420% +..............04/02/96 +++ 15,000,000 0 15,000,000
64,800,000 0 64,800,000
Tennessee Valley Authority-5.3%
5,000,000 0 5,000,000 Discount note ........04/03/96 4,998,539 0 4,998,539
8,000,000 10,000,000 18,000,000 Discount note ,
5.000%.............05/03/96 7,964,373 9,955,556 17,919,929
7,000,000 0 7,000,000 Discount note ........07/26/96 6,887,222 0 6,887,222
19,850,134 9,955,556 29,805,690
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS $446,473,050 $52,459,028 $498,932,078
U.S. TREASURY OBLIGATIONS-8.6%
U.S. Treasury Bills-2.6%
10,000,000 0 10,000,000 Discount note ........11/14/96 9,692,289 0 9,692,289
5,000,000 0 5,000,000 Discount note ........02/06/97 4,794,826 0 4,794,826
14,487,115 0 14,487,115
</TABLE>
<PAGE>
NATIONSFUND
Nations Government Money Market Fund
Peachtree Government Money Market Fund
Combined Portfolio of Investments
March 31, 1996
[CAPTION]
<TABLE>
PRINCIPAL
AMOUNT VALUE
Nations Peachtree SECURITY Nations Peachtree
Government Government DESCRIPTIONS Government Government
Money Market Money Market Money Market Money Market
Fund Fund Combined Fund Fund Combined
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Notes-6.0%
$20,000,000 $13,000,000 $33,000,000 6.250%-8.000%.........04/30/96-02/28/97 $20,304,986 $13,046,897 $33,351,883
TOTAL U.S. TREASURY OBLIGATIONS $34,792,101 $13,046,897 $47,838,998
REPURCHASE AGREEMENT-2.3%
0 12,706,000 12,706,000 CS First Boston Corp., 5.230%, due 04/01/1996# 0 12,706,000 12,706,000
Shares MONEY MARKET FUND-0.0%
217,500 0 217,500 Dreyfus Treasury Prime Cash Management Fund 217,500 0 217,500
TOTAL INVESTMENTS (COST $559,694,576*) $481,482,651 $78,211,925 $559,694,576
</TABLE>
# The repurchase agreement is fully collateralized by U.S.
government and/or agency obligations based on market prices of
March 31, 1996.
* Aggregate cost for Federal tax purposes.
+ Variable rate security. The interest rate shown reflects the
rate in effect at March 31, 1996.
++ Variable rate security. The interest rate shown is tied to the
cost of Funds Index and resets on a delayed basis.
+++ Reset date. Interest rates reset either daily, weekly or
monthly.
<PAGE>
NATIONS GOVERNMENT MONEY MARKET FUND
Peachtree Government Money Market Fund
Pro Forma Combining Statement of Assets and Liabilities
March 31, 1996
<TABLE>
<CAPTION>
Nations Peachtree
Government Government Adjustments to Pro Forma
Money Market Fund Money Market Fund Proforma Combined (Note 1)
<S> <C> <C> <C> <C>
ASSETS:
Investments at Value (cost $481,482,651,
$78,211,925 and $559,694,576) $481,482,651 $78,211,925 - $559,694,576
Cash 118 901 - 1,019
Income Receivable 1,772,352 213,615 - 1,985,967
Dividend Receivable 9,453 - - 9,453
Receivable Due from Advisor - - 22,223 (a) 22,223
Receivable for Fund Shares Sold 203,425 - - 203,425
Prepaid Expenses 4,612 - - 4,612
Unamortized Amortization Costs - 22,223 (22,223) (a) -
Total Assets 483,472,611 78,448,664 0 561,921,275
LIABILITIES:
Income Distribution Payable 1,679,297 315,565 - 1,994,862
Payable for fund shares redeemed 167,462 - - 167,462
Accrued Expenses 181,629 35,002 - 216,631
Total Liabilities 2,028,388 350,567 0 2,378,955
Net Assets Applicable to Shares Outstanding $481,444,223 $78,098,097 $0 $559,542,320
Net Assets by Class:
Primary A $336,771,168 $78,098,097 - $414,869,265
Primary B $31,580,841 n/a - $31,580,841
Investor A $48,742,499 n/a - $48,742,499
Investor B $62,617,025 n/a - $62,617,025
Investor C $1,730,573 n/a - $1,730,573
Investor D $2,117 n/a - $2,117
Shares Outstanding by Class:
Primary A 336,805,970 78,098,097 - 414,904,067
Primary B 31,584,104 n/a - 31,584,104
Investor A 48,747,536 n/a - 48,747,536
Investor B 62,623,496 n/a - 62,623,496
Investor C 1,730,751 n/a - 1,730,751
Investor D 2,117 n/a - 2,117
Primary A Shares:
Net Asset Value per Share $1.00 $1.00 $1.00
Primary B Shares:
Net Assets Value per Share $1.00 n/a $1.00
Investor A Shares:
Net Asset Value per Share $1.00 n/a $1.00
Investor B Shares:
Net Asset Value per Share $1.00 n/a $1.00
Investor C Shares:
Net Asset Value per Share $1.00 n/a $1.00
Investor D Shares:
Net Asset Value per Share $1.00 n/a $1.00
</TABLE>
See Notes to Proforma Financial Statements
(a) Unamortized Organization Costs of the acquired fund will be borne by
the Advisor.
<PAGE>
NATIONS GOVERNMENT MONEY MARKET FUND
Peachtree Government Money Market Fund
Pro Forma Statement of Operations (Unaudited)
For the Twelve Months Ended March 31, 1996
<TABLE>
<CAPTION>
Nations Peachtree
Government Government Adjustments to Pro Forma
Money Market Fund Money Market Fund Proforma Combined (Note 1)
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest $28,307,769 $3,841,234 - $32,149,003
Total Investment Income 28,307,769 3,841,234 0 32,149,003
EXPENSES:
Investment Advisory 1,960,619 334,344 (66,869) (a) 2,228,094
Administration 489,959 97,891 (40,000) (a) 547,850
Portfolio Accounting Fee - 35,912 (35,912) (a) 0
Transfer Agent 133,697 27,392 - 161,089
Custodian 76,541 8,899 - 85,440
Legal and Audit Fees 95,835 13,706 (8,500) (a) 101,041
Trustees' Fees 12,570 2,074 (2,074) (a) 12,570
Amortization of organization costs - 4,543 (4,543) (b) -
Other expenses 111,314 36,966 (29,000) (a) 119,280
Subtotal 2,880,534 561,727 (186,898) 3,255,363
Shareholder servicing and distribution fees
Primary B 129,302 N/A N/A 129,302
Investor A 95,143 N/A N/A 95,143
Investor B 87,781 N/A N/A 87,781
Investor C 3,758 N/A N/A 3,758
Investor D 6 N/A N/A 6
Fees waived and/or reimbursed by
investment advisor (1,405,655) (200,607) 8,842 (1,597,420)
Total Expenses 1,790,869 361,120 (178,056) 1,973,933
NET INVESTMENT INCOME 26,516,900 3,480,114 178,056 30,175,070
Realized Gain/(Loss) on securities (101,078) - - (101,078)
Net Increase/(Decrease) in assets
resulting from operations $26,415,822 $3,480,114 $178,056 $30,073,992
</TABLE>
(a) Adjustment reflects expected savings when the two funds become one.
(b) Organization expense of the acquired fund is not an expense of the
combined fund.
<PAGE>
Nations Government Money Market
Fund
Peachtree Government Money Market Fund
Notes to Pro Forma Financial Statements (Unaudited)
1. Basis of Combination
Nations Fund Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. As of March 31, 1996, the Trust offers
thirty-one separate portfolios. The unaudited Pro Forma Combining
Portfolio of Investments and Statement of Assets and Liabilities and
the Statement of Operations reflect the accounts of the Nations
Government Money Market Fund and the Peachtree Government Money Market
Fund for the twelve month period ending March 31, 1996. These
statements have been derived from books and records utilized in
calculating daily net asset value at March 31, 1996.
The pro forma statements give effect to the proposed transfer of the
assets and stated liabilities of the Peachtree Government Money Market
Fund in exchange for shares of Nations Government Money Market Fund.
Under generally accepted accounting principles, the historical cost of
investment securities will be carried forward to the surviving entity
and the results of operations of the Peachtree Government Money Market
Fund for pre-combination periods will not be restated. The pro forma
statements do not reflect the expenses of either fund in carrying out
its obligations under the proposed Agreement and Plan of
Reorganization.
<PAGE>
Nations Government Money Market
Fund
Peachtree Government Money Market Fund
Notes to Pro Forma Financial Statements (Unaudited)
The Pro Forma Combining Portfolio of Investments and Statement of
Assets and Liabilities and the Statement of Operations should be read
in conjunction with the historical financial statements of the funds
incorporated by reference in the Statement of Additional Information.
For the twelve month period ended March 31, 1996, the Nations Government
Money Market Fund's investment advisory fee was computed based on the
annual rate of .40% of the average daily net assets. The administration
fee was computed based on the annual rate of .10% of average daily net
assets of the Trust and the investment portfolios of Nations Fund, Inc.
and Nations Fund Portfolios, Inc. (two other registered open-end
investment companies consisting of five and three portfolios,
respectively that are part of the Nations Fund Family) on a combined
basis.
The Trust has adopted a shareholder servicing plan for the Primary B
Shares of the Funds. Payments under the Primary B Servicing Plan are
accrued daily and paid monthly at a rate that will not exceed .25% on an
annualized basis, of the average daily net assets of the Primary B
Shares of the funds.
The Trust has adopted a distribution plan ("Investor A Plan"and the
"Investor B Plan") pursuant to Rule 12b-1 under the 1940 Act for the
Investor A Shares and the Investor B Shares and a shareholder servicing
plan ("Investor A Servicing Plan" and the "Investor B Servicing Plan")
of the Nations Government Money Market Fund. Under the Investor A Plan
and the Investor B Plan, aggregate payments may not exceed 0.10% on an
annualized basis, of the average daily net assets of the Fund's Investor
A and Investor B shares, respectively. Under the Investor A Servicing
Plan and Investor B Servicing Plan, aggregate payments may not exceed
0.25% on an annualized basis, of the average daily net assets of the
Fund's Investor A Shares and Investor B Shares, respectively.
2
<PAGE>
Nations Government Money Market
Fund
Peachtree Government Money Market Fund
Notes to Pro Forma Financial Statements (Unaudited)
The Trust also has adopted a shareholder servicing plan with respect to
Investor C ("Investor C Servicing Plan") and Investor D ("Investor D
Servicing Plan") Shares of the Nations Government Money Market Fund.
Under the Investor C Servicing Plan and Investor D Servicing Plan,
aggregate payments may not exceed 0.25%, on an annualized basis, of the
average daily net assets of the Investor C or Investor D Shares,
respectively.
The Trust has adopted a distribution plan with respect to Investor D
("Investor D Plan") of the Nations Government Money Market Fund. Under
the Investor D Distribution Plan, aggregate payments may not exceed
0.25%, on an annualized basis, of the average daily net assets of the
Investor D Shares.
2. Portfolio Valuation
Securities of both Nations Government Money Market Fund and Peachtree
Government Money Market Fund are valued on the basis of amortized cost,
which approximates market value. Amortized cost valuation involves
valuing an instrument at its cost initially and thereafter assuming a
constant amortization to maturity of any discount or premium, as long as
the effect of fluctuating interest rates on the market value of the
instrument is not significant.
3. Capital Shares
The pro forma net asset value per share assumes the issuance of
additional shares of Nations Government Money Market Fund which would
have been issued at March 31, 1996 in connection with the proposed
reorganization. The pro forma number of shares outstanding of
559,592,071 consists of 78,098,097 of additional shares assumed issued
in the reorganization plus 481,493,974 shares of Nations Government
Money Market Fund at March 31, 1996.
3
<PAGE>
NATIONS FUND TRUST
ONE NATIONSBANK PLAZA
33RD FLOOR
CHARLOTTE, NC 28255
1-800-626-2275
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended, (the "Act") may be permitted to trustees,
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 such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a trustee, officer, or
controlling person of Registrant in the successful defense of any action, suit,
or proceeding) is asserted by such trustee, officer, or controlling person in
connection with the securities being registered, 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 Act and will
be governed by the final adjudication of such issue.
Article IX, Section 9.3 of Registrant's Declaration of Trust,
incorporated by reference as Exhibit l(a) hereto, provides for the
Indemnification of Registrant's trustees, representatives and employees.
Indemnification of Registrant's principal underwriter, custodian and transfer
agent is provided for, respectively, in Section 2 of the Distribution Agreement,
incorporated by reference herein as Exhibit 7 hereto, and Section 12 of the
Custodian Services Agreement and Transfer Agency Agreement incorporated by
reference herein as Exhibits 9(a) and 10(h), respectively. 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
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
willful misfeasance, bad faith, gross negligence in the performance of his or
her duties, or by reason of his or her reckless disregard of the duties involved
in the conduct of his or her office or arising under his agreement with
Registrant. Registrant will comply with Rule 484 under the Securities Act of
1933 and Release No. 11330 under the Investment Company Act of 1940, as amended,
in connection with any indemnification.
C-1
<PAGE>
Item 16. 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. 2-97817; 811-4305). All references to the "Peachtree Registration
Statement" in the following list of Exhibits refer to Peachtree Funds'
Registration Statement on Form N-1A (File Nos. 33-50635; 811-7101).
EXHIBIT NUMBER DESCRIPTION
(1)(a) Declaration of Trust dated May 6, 1985, is
incorporated herein by reference to the Registration
Statement, filed May 17, 1985.
(1)(b) Certificate pertaining to classification of shares
dated May 17, 1985, is incorporated herein by
reference to the Registration Statement.
(1)(c) Amendment dated July 27, 1987 to Declaration of
Trust is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 4 to the
Registration Statement , filed January 29, 1988
("Amendment No. 4").
(1)(d) Amendment dated September 13, 1989 to Declaration of
Trust is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 8 to the
Registration Statement, filed March 16, 1990
("Amendment No. 8").
(1)(e) Certificate pertaining to classification of shares
dated August 24, 1990, is incorporated herein by to
Registrant's Post-Effective Amendment No. 11 to the
Registration Statement, filed September 26, 1990
("Amendment No. 11").
(1)(f) Certificate and Amendment to Declaration of Trust
dated November 26, 1990 is incorporated herein by
reference to Registrant's Post-Effective Amendment
No. 13 to the Registration Statement, filed January
18, 1991 ("Amendment No. 13").
(1)(g) Certificate pertaining to classification of shares
dated July 18, 1991 is incorporated herein by
reference to Registrant's Post-Effective Amendment
No. 16 to the Registration Statement, filed July 23,
1991 ("Amendment No. 16").
(1)(h) Amendment dated March 26, 1992 to Declaration of
Trust is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 19 to the
Registration Statement, filed March 30, 1992
("Amendment No. 19").
C-2
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(1)(i) Certificate relating to classification of shares is
incorporated herein by reference to Registrant's
Amendment No. 19.
(1)(j) Amendment to Declaration of Trust dated September
21, 1992, is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 23 to the
Registration Statement, filed December 23, 1992
("Amendment No. 23").
(1)(k) Certificate relating to the classification of shares
and an Amendment to the Declaration of Trust dated
March 26, 1993, is incorporated herein by reference
to Registrant's Post-Effective Amendment No. 27 to
the Registration Statement, filed May 27, 1993.
(1)(1) Certificate relating to the establishment of the
money market funds' Investor C shares dated July 8,
1993, is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 29 to the
Registration Statement, filed September 30, 1993
("Amendment No. 29").
(1)(m) Certificate relating to the establishment of Equity
Index Fund, Short-Term Municipal Income Fund,
Florida Municipal Bond Fund, Georgia Municipal Bond
Fund, Maryland Municipal Bond Fund, North Carolina
Municipal Bond Fund, South Carolina Municipal Bond
Fund, Tennessee Municipal Bond Fund, Virginia
Municipal Bond Fund and Texas Municipal Bond Fund
dated September 22, 1993, is incorporated herein by
reference to Registrant's Amendment No. 29 filed on
September 30, 1993.
(1)(n) Form of Certificate relating to the establishment of
the Special Equity Fund is incorporated herein by
reference to Registrant ` 8 Post-Effective Amendment
No. 30 to the Registration Statement, filed on
December 1, 1993 ("Amendment No. 30").
(1)(o) Certificate relating to the redesignation of
Investor B Shares and Investor C Shares of the
non-money market funds to "Investor C Shares" and
"Investor N Shares," respectively, is incorporated
by reference by Post-Effective Amendment No. 32,
filed March 29, 1994.
(1)(p) Certificate relating to the Classification of Shares
of the Money Market Fund and the Tax Exempt Fund
creating "Investor D Shares," is incorporated by
reference to Post-Effective Amendment No. 36, filed
January 31, 1995.
C-3
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(1)(q) Classification of Shares relating to the renaming of
Nations Special Equity Fund is incorporated by
reference to Post-Effective Amendment No. 36, filed
January 31, 1995.
(1)(r) Certificate relating to the establishment of Nations
Tax-Managed Equity Fund's Series of Shares is
incorporated by reference to Post-Effective
Amendment No. 40, filed October 20, 1995.
(2)(a) Amended and Restated Code of Regulations as approved
and adopted by Registrant's Board of Trustees is
incorporated herein by reference to Registrant's
Pre-Effective Amendment No. 2 to the Registration
Statement, filed October 4, 1985 ("Pre-Effective
Amendment No. 2").
(2)(b) Amendment to the Code of Regulations as approved and
adopted by Registrant's Board of Trustees on June
24, 1992, is incorporated herein by reference to
Registrant's Post-Effective Amendment No. 22 to the
Registration Statement, filed July 30, 1992
("Amendment No. 22").
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization, filed
herewith as Exhibit A to the Combined
Prospectus/Proxy Statement.
(5)(a) Not Applicable.
(6)(a) Investment Advisory Agreement between NationsBanc
Advisors, Inc., ("NBAI") and the Registrant is
incorporated by reference to Post-Effective
Amendment No. 41, filed January 29, 1996.
(6)(b) Sub-Advisory Agreement among NBAI, TradeStreet
Investment Associates, Inc. ("TradeStreet") and the
Registrant is incorporated by reference to
Post-Effective Amendment No. 41, filed January 29,
1996.
(7) Distribution Agreement between Stephens Inc. and
Registrant for all classes of shares of Nations Fund
Trust is incorporated by reference to Post-Effective
Amendment No. 37, filed March 31, 1996.
(8) Not Applicable.
(9)(a) Mutual Fund Custody Agreement between Registrant and
NationsBank of Texas, N.A. ("NationsBank Texas"),
dated
C-4
<PAGE>
EXHIBIT NUMBER DESCRIPTION
June 26, 1992, relating to the Money Market Fund,
Government Fund, Tax Exempt Fund, Balanced Assets
Fund, Short-Term Income Fund, Diversified Income
Fund, Capital Growth Fund, Emerging Growth Fund,
Adjustable Rate Government Fund, Strategic Fixed
Income Fund, Mortgage-Backed Securities Fund, North
Carolina Municipal Bond Fund, Florida Municipal Bond
Fund and Texas Municipal Bond Fund, is incorporated
by reference to Post-Effective Amendment No. 23,
filed December 23, 1992.
(9)(b)(i) Amendment No. 1 dated February 3, 1993, to the
Mutual Fund Custody Agreement dated June 26, 1992
between Registrant and NationsBank Texas, relating
to the addition of the Tennessee Municipal Bond Fund
and Intermediate Municipal Bond Fund, is
incorporated by reference to Post-Effective
Amendment No. 26, filed March 26, 1993.
(9)(b)(ii) Amendment No. 2 to the Mutual Fund Custody Agreement
between Registrant and NationsBank Texas relating to
the Equity Index Fund, Short-Term Municipal Income
Fund, Nations Florida Intermediate Municipal Bond
Fund, Nations Georgia Intermediate Municipal Bond
Fund, Nations Maryland Intermediate Municipal Bond
Fund, Nations North Carolina Intermediate Municipal
Bond Fund, Nations South Carolina Intermediate
Municipal Bond Fund, Nations Tennessee Intermediate
Municipal Bond Fund, Nations Texas Intermediate
Municipal Bond Fund, Nations Virginia Intermediate
Municipal Bond Fund is incorporated by reference to
Post-Effective Amendment No. 32, filed March 29,
1994.
(9)(b)(iii) Form of Amendment No. 3 to the Mutual Fund Custody
Agreement between Registrant and NationsBank Texas
relating to the Special Equity Fund is incorporated
by reference to Post-Effective Amendment No. 31,
filed January 31, 1994.
(9)(b)(iv) Form of Amendment No. 4 to the Mutual Fund Custody
Agreement between the Registrant and NationsBank
Texas relating to Nations Tax-Managed Equity Fund is
incorporated by reference to Post-Effective
Amendment No. 40, filed October 20, 1995.
(9)(c) Form of Global Sub-Custody Agreement between
Registrant, The Chase Manhattan Bank and NationsBank
Texas is incorporated by reference to Post-Effective
Amendment No. 31, filed January 31, 1994.
C-5
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(10)(a) Amended and Restated Shareholder Servicing and
Distribution Plan Pursuant to Rule 12b-1 for
Investor A Shares is incorporated by reference to
Post-Effective Amendment No. 32, filed March 29,
1994.
(l0)(b) Form of Sales Support Agreement for Investor A
Shares is incorporated by reference to
Post-Effective Amendment No. 32, filed March 29,
1994.
(l0)(c) Amended and Restated Distribution Plan for Investor
B Shares of the money market funds and Investor C
Shares (formerly Investor B Shares) of the non-money
market funds, is incorporated by reference to
Post-Effective Amendment No. 32, filed March 29,
1994.
(l0)(d) Form of Sales Support Agreement for Investor B
Shares of the money market funds and Investor C
Shares (formerly Investor B Shares) of the non-money
market funds is incorporated by reference to
Post-Effective Amendment No. 32, filed March 29,
1994.
(l0)(e) Distribution Plan for Investor N Shares (formerly
Investor C Shares) of the non-money market funds is
incorporated by reference to Post-Effective
Amendment No. 32, filed March 29, 1994.
(l0)(f) Form of Sales Support Agreement for Investor N
Shares (formerly Investor C Shares) of the non-money
market funds) is incorporated by reference to
Post-Effective Amendment No. 32, filed March 29,
1994.
(l0)(g) Shareholder Administration Plan for Primary B Shares
is incorporated by reference to Post-Effective
Amendment No. 41, filed January 29, 1996.
(10)(h) Transfer Agency Agreement between Registrant and
NationsBank Texas, dated April 25, 1992, relating to
the Trust Shares (now known as Primary Shares) of
the Government, Tax Exempt, Money Market, Income,
Equity, Value, Managed Bond, Municipal Income,
Georgia Municipal Bond, Maryland Municipal Bond,
South Carolina Municipal Bond, Virginia Municipal
Bond and Short-Intermediate Government Funds, is
incorporated by reference to Post-Effective
Amendment No. 22, filed April 6, 1992.
C-6
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(l0)(i) Amendment No. 1 dated September 28, 1992, to the
Transfer Agency Agreement between Registrant and
NationsBank Texas, dated April 25, 1992, relating to
the Trust Shares (now known as Primary Shares) of
the Capital Growth Fund Emerging Growth Fund,
Balanced Assets Fund, Short-Term Income Fund,
Adjustable Rate Government Fund, Diversified Income
Fund, Strategic Fixed Income Fund, Mortgage-Backed
Securities Fund, Florida Municipal Bond Fund, North
Carolina Municipal Bond Fund and Texas Municipal
Bond Fund, is incorporated by reference to
Post-Effective Amendment No. 26, filed March 26,
1993.
(l0)(j) Amendment No. 2 dated February 3, 1993, to the
Transfer Agency Agreement between Registrant and
NationsBank Texas, dated April 25, 1992, relating to
the Tennessee Municipal Bond Fund and Municipal
Income Fund, is incorporated by reference to
Post-Effective Amendment No. 26, filed March 26,
1993.
(10)(k) Amendment No. 3 to the Transfer Agency Agreement
relating to the Equity Index Fund, Florida Municipal
Bond Fund, Georgia Municipal Bond Fund, Maryland
Municipal Bond Fund, North Carolina Municipal Bond
Fund, South Carolina Municipal Bond Fund, Tennessee
Municipal Bond Fund, Texas Municipal Bond Fund and
Virginia Municipal Bond Fund, is incorporated by
reference to Post-Effective Amendment No. 29, filed
September 30, 1993.
(l0)(l) Amendment No. 4 to the Transfer Agency Agreement
relating to Nations Tax-Managed Equity Fund is
incorporated by reference to Post-Effective
Amendment No. 40, filed October 20, 1995.
(l0)(m) Cross Indemnification Agreement dated June 27, 1995,
between the Trust, Nations Fund, Inc. and Nations
Fund Portfolios, Inc. incorporated by reference to
Post-Effective No. 39, filed September 28, 1995.
(l0)(n) Form of Shareholder Servicing Agreement relating to
Primary B Shares is incorporated by reference to
Post-Effective Amendment No. 27, filed May 27, 1993.
10(o) Shareholder Servicing Plan for Investor A Shares is
incorporated by reference to Post-Effective
Amendment No. 32, filed March 29, 1994.
10(p) Forms of Shareholder Servicing Agreement for
Investor A Shares
C-7
<PAGE>
EXHIBIT NUMBER DESCRIPTION
are incorporated by reference to Post-Effective
Amendment No. 32, filed March 29, 1994.
10(q) Shareholder Servicing Plan for Investor B Shares of
the money market funds and Investor C Shares
(formerly Investor B Shares) of the non-money market
funds, is incorporated by reference to
Post-Effective Amendment No. 32, filed March 29,
1994.
10(r) Forms of Shareholder Servicing Agreement for
Investor B Shares of the money market funds and
Investor C Shares (formerly Investor B Shares) of
the non-money market funds, are incorporated by
reference to Post-Effective Amendment No. 32, filed
March 29, 1994.
10(s) Shareholder Servicing Plan for Investor C Shares of
the money market funds and Investor N Shares
(formerly Investor C Shares) of the non-money market
funds, is incorporated by reference to
Post-Effective Amendment No. 32, filed March 29,
1994.
10(t) Forms of Shareholder Servicing Agreement for
Investor C Shares of the money market funds and
Investor N Shares (formerly Investor C Shares) of
the non-money market funds are incorporated by
reference to Post-Effective Amendment No. 32, filed
March 29, 1994.
(11) Opinion and Consent of Morrison & Foerster LLP,
filed herewith.
(12) Tax Opinion of Morrison & Foerster LLP, filed
herewith.
(13)(a) Administration Agreement between Stephens Inc. and
Registrant is incorporated by reference to
Post-Effective Amendment No. 37, filed March 31,
1995.
(13)(b) Co-Administration Agreement between The Boston
Company Advisors, Inc. and Registrant is
incorporated by reference to Post-Effective
Amendment No. 37, filed March 31, 1995.
(13)(c) Shareholder Administration Agreement for Trust B
Shares (now known as Primary B Shares) is
incorporated by reference to Post-Effective
Amendment No. 41, filed January 29, 1996.
(13)(d) Form of Administration Agreement between Stephens
Inc. and Registrant is incorporated herein by
reference to Registrant's Amendment No. 30, filed
December 1, 1993.
C-8
<PAGE>
EXHIBIT NUMBER DESCRIPTION
14(a) Consent of Independent Auditors - Price Waterhouse
LLP, filed herewith.
14(b) Consent of Independent Auditors - Ernst & Young LLP,
filed herewith.
15 Not Applicable
16 Powers of Attorney, filed herewith.
17(a) Declaration, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, of the Registrant,
filed herewith.
17(b) Form of Proxy Ballot, filed herewith.
17(c)(i) Prospectus for the Primary A Shares of Nations Prime
Fund, Nations Treasury Fund, Nations Government
Money Market Fund, Nations, Tax Exempt Fund, Nations
Value Fund, Nations Equity Income Fund, Nations
International Equity Fund, Nations Emerging Markets
Fund, Nations Pacific Growth Fund, Nations Capital
Growth Fund, Nations Emerging Growth Fund, Nations
Disciplined Equity Fund, Nations Equity Index Fund,
Nations Balanced Assets Fund, Nations
Short-Intermediate Government Fund, Nations
Government Securities Fund, Nations Short-Term
Income Fund, Nations Diversified Income Fund,
Nations Strategic Fixed Income Fund, Nations Global
Government Income Fund, Nations Municipal Income
Fund, Nations Short-Term Municipal Income Fund,
Nations Intermediate Municipal Bond Fund, Nations
Florida Intermediate Municipal Bond Fund, Nations
Florida Municipal Bond Fund, Nations Georgia
Intermediate Municipal Bond Fund, Nations Georgia
Municipal Bond Fund, Nations Maryland Intermediate
Municipal Bond Fund, Nations Maryland Municipal Bond
Fund, Nations North Carolina Intermediate Municipal
Bond Fund, Nations North Carolina Municipal Bond
Fund, Nations South Carolina Intermediate Municipal
Bond Fund, Nations South Carolina Municipal Bond
Fund, Nations Tennessee Intermediate Municipal Bond
Fund, Nations Tennessee Municipal Bond Fund, Nations
Texas Intermediate Municipal Bond Fund, Nations
Texas Municipal Bond Fund, Nations Virginia
Intermediate Municipal Bond Fund, Nations Virginia
Municipal Bond Fund incorporated by reference to
Post-Effective Amendment No. 43 to the Registration
Statement, as filed on May 31, 1996.
C-9
<PAGE>
EXHIBIT NUMBER DESCRIPTION
17(c)(ii) Prospectus for Peachtree Government Money Market
Fund and Peachtree Prime Money Market Fund,
incorporated by reference to Post-Effective
Amendment No. 7 to the Peachtree Registration
Statement, as filed on November 22, 1995.
17(c)(iii) Prospectus for Peachtree Equity Fund, incorporated
by reference to Post-Effective Amendment No. 7 to
the Peachtree Registration Statement, as filed on
November 22, 1995.
17(c)(iv) Prospectus for Peachtree Bond Fund, incorporated by
reference to Post-Effective Amendment No. 7 to the
Peachtree Registration Statement, as filed on
November 22, 1995.
17(c)(v) Prospectus for Peachtree Georgia Tax-Free Income
Fund, incorporated by reference to Post-Effective
amendment No. 7 to the Peachtree Registration
Statement, as filed on November 22, 1995.
17(c)(vi) Annual Report for Nations Government Money Market
Fund, Nations Capital Growth Fund, Nations Strategic
Fixed Income Fund and Nations Georgia Intermediate
Municipal Bond Fund for the period ended March 31,
1996, filed on May 31, 1996.
18(c)(vii) Annual Report for Peachtree Government Money Market
Fund for the year ended September 30, 1995, filed on
December 1, 1995.
17(c)(viii) Annual Report for Peachtree Bond Fund for the year
ended September 30, 1995, filed on December 1, 1995.
17(c)(ix) Annual Report for Peachtree Equity Fund for the year
ended September 30, 1995, filed on December 1, 1995.
17(c)(x) Annual report for Peachtree Georgia Tax-Free Income
Fund for the year ended September 30, 1995, filed on
December 1, 1995.
17(c)(xi) Semi-Annual Report for Peachtree Government Money
Market Fund for the period ended March 31, 1996,
filed on June 3, 1996.
17(c)(xii) Semi-Annual Report for Peachtree Bond Fund for the
period ended
C-10
<PAGE>
EXHIBIT NUMBER DESCRIPTION
March 31, 1996, filed on June 3, 1996.
17(c)(xiii) Semi-Annual Report for Peachtree Equity Fund for the
period ended March 31, 1996, filed on June 3, 1996.
17(c)(xiv) Semi-Annual Report for Peachtree Georgia Tax-Free
Income Fund for the period ended March 31, 1996,
filed on June 3, 1996.
Item 17. Undertakings.
(1) Registrant agrees that, prior to any public reoffering
of the securities registered through the use of a
prospectus which is a part of this registration
statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reoffering prospectus will
contain the information called for by the applicable
registration form for the reofferings by persons who
may be deemed underwriters, in addition to the
information called for by the other items of the
applicable form.
(2) The undersigned registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed
as part of an amendment to the registration statement
and will not be used until the amendment is effective,
and that, in determining any liability under the
Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement for
the securities offered therein, and the offering of the
securities at that time shall be deemed to be the
initial bona fide offering of them.
C-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused his Registration Statement on Form N-14 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Little Rock, State of Arkansas on the 1st day of July, 1996.
NATIONS FUND, INC.
By: *
A. Max Walker
President and Chairman of the Board
of Directors
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form N-14 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 of the Board July 1, 1996
(A. Max Walker) of Directors (Principal Executive
Officer)
* Treasurer and Vice President July 1, 1996
(Richard H. Rose) (Principal Financial and Accounting
Officer)
* Director July 1, 1996
(Edmund L. Benson, III)
* Director July 1, 1996
(James Ermer)
* Director July 1, 1996
(William H. Grigg)
* Director July 1, 1996
(Thomas F. Keller)
* Director July 1, 1996
(Charles B. Walker)
C-1
<PAGE>
SIGNATURES TITLE DATE
* Director July 1, 1996
(Thomas S. Word)
/s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
*Attorney-In-Fact
</TABLE>
C-2
<PAGE>
NATIONS FUND TRUST
FILE NOS. 2-97817; 811-4305
Exhibit Number Description
Ex-99.11 Opinion and Consent of Morrison & Foerster LLP
Ex-99.12 Tax Opinion of Morrison & Foerster LLP
Ex-99.14(a) Opinion and Consent of Auditors - Price Waterhouse LLP
Ex-99.14(b) Opinion and Consent of Auditors - Ernst & Young LLP
Ex-99.16 Powers of Attorney
Ex-99.17(a) Declaration pursuant to Rule 24f-2 under the Investment
Company Act of 1940 of the Registrant
Ex-99.17(b) Form of Proxy Ballot
C-3
<PAGE>
Ex-99.11
[MORRISON & FOERSTER LLP LETTERHEAD]
July 2, 1996
Nations Fund Trust
One NationsBank Plaza
Charlotte, NC 28255
Re: Shares of Common Stock of Nations Fund Trust
Ladies/Gentlemen:
We refer to the Registration Statement on Form N-14 (the "Registration
Statement") of Nations Fund Trust (the "Trust") relating to the registration of
an indefinite number of shares of common stock, par value $.001 per share (the
"Shares"), of certain Funds of the Trust (the "Funds").
We have been requested by the Trust to furnish this opinion as Exhibit
11 to the Registration Statement.
We have examined documents relating to the organization of the Trust
and the authorization and issuance of the Shares. We have also made such
inquiries of the Trust and examined such questions of law as we have deemed
necessary for the purpose of rendering the opinion set forth herein. We have
assumed the genuineness of all signatures and the authenticity of all items
submitted to us as originals and the conformity with originals of all items
submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Shares by the Trust has been duly and validly
authorized by all appropriate corporate action and, assuming delivery in
accordance with the description set forth in the Combined Prospectus/Proxy
Statement included in the Registration Statement, the Shares will be legally
issued, fully paid and nonassessable.
<PAGE>
Nations Fund Trust
Ex-99.11(a)
[MORRISON & FOERSTER LLP LETTERHEAD]
July 2, 1996
Page Two
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we hereby consent to the use of our name in the Combined
Prospectus/Proxy Statement, and under the heading "Counsel" in the Statement of
Additional Information, which is incorporated by reference into the Registration
Statement.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE>
Ex-99.12
[MORRISON & FOERSTER LLP LETTERHEAD]
July 2, 1996
Nations Government Money Market Fund
Nations Capital Growth Fund
Nations Strategic Fixed Income Fund
Nations Georgia Intermediate Municipal Bond Fund
c/o Nations Fund Trust
One NationsBank Plaza
33rd Floor
101 South Tryon Street
Charlotte, NC 28255
Peachtree Government Money Market Fund
Peachtree Equity Fund
Peachtree Bond Fund
Peachtree Georgia Tax-Free Income Fund
c/o Peachtree Funds
Federated Investors Tower, 19th Floor
Pittsburgh, PA 15222-3779
Ladies and Gentlemen:
We have acted as counsel to Nations Fund Trust (the "Trust"), a
Massachusetts business trust, in connection with the proposed acquisition by the
Nations Government Money Market Fund, Nations Capital Growth Fund, Nations
Strategic Fixed Income Fund and Nations Georgia Intermediate Municipal Bond Fund
(individually, an "Acquiring Fund"), respectively, each a portfolio of the
Trust, of all of the assets and the assumption of all of the liabilities of the
Peachtree Government Money Market Fund, Peachtree Equity Fund, Peachtree Bond
Fund and Peachtree Georgia Tax-Free Income Fund (individually, an "Acquired
Fund"), respectively, each a portfolio of the Peachtree Funds (the "Peachtree
Funds"), a Massachusetts business trust, solely in exchange for voting shares of
the corresponding Acquiring Fund which shall thereafter be distributed to the
shareholders of the corresponding Acquired Fund pursuant to an Agreement and
Plan of Reorganization, a draft of which, dated as of June _____, 1996, is
attached hereto as Exhibit A (the "Plan"). The transactions contemplated by the
Plan with respect to each Acquiring Fund and the corresponding Acquired Fund are
each referred to herein as a "Reorganization," and collectively as
"Reorganizations." At your request, we are rendering our opinion concerning the
material federal income tax consequences of the Reorganizations.
For purposes of the opinion set forth below, we have relied, with
your consent, upon the accuracy and completeness of the statements and
representations (which statements and representations we have neither
investigated nor verified) contained in the certificate of the Trust for itself
and on behalf of each Acquiring Fund and Peachtree Funds for itself and on
behalf of each Acquired Fund, incorporated herein by reference, and have assumed
that such certificate will be accurate and complete as of the Closing Date of
the Reorganizations (the "Closing Date"). We have also relied upon the accuracy
of the Registration Statement on Form N-14 and the Combined Prospectus/Proxy
Statement (the "Prospectus") to be filed with the Securities and Exchange
Commission on July 3, 1996 in connection with the Reorganizations. Any
capitalized terms used and not defined herein has the meaning given to it in the
Prospectus or the appendices thereto (including the Plan).
We have also assumed that the transaction contemplated by the Plan
will be consummated in accordance therewith and as described in the Prospectus
and that, as described in the Plan, prior to the Closing Date, each Acquired
Fund will dispose of and/or reinvest any investments which would violate stated
investment objectives or policies or certain percentage limitations of the
corresponding Acquiring Fund.
Based upon and subject to the foregoing, it is our opinion that,
under currently applicable law, each Reorganization will constitute a
reorganization within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the "Code"), that each Acquiring Fund and the
corresponding Acquired Fund will each be a party to a reorganization within the
meaning of Section 368(b) of the Code, and that, accordingly, the following will
be the material federal income tax consequences of each Reorganization:
(1) No gain or loss will be recognized by any Acquired Fund on the
transfer of its assets to the corresponding Acquiring Fund solely for voting
shares of the corresponding Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by the Acquiring Fund of such Acquired Fund's liabilities.
(2) No gain or loss will be recognized by any Acquiring Fund on its
receipt of assets from the corresponding Acquired Fund solely in exchange for
such Acquiring Fund Shares, on the assumption by such Acquiring Fund of the
corresponding Acquired Fund's liabilities, or upon the distribution of such
Acquiring Fund Shares to the Acquired Fund shareholders in exchange for their
shares of the corresponding Acquired Fund.
(3) The federal income tax basis of the Acquired Fund's assets received by
the corresponding Acquiring Fund pursuant to the Plan will be the same as the
federal income tax basis of those assets in the hands of such Acquired Fund
immediately prior to the Reorganization.
(4) The holding period of each Acquired Fund's assets received by the
corresponding Acquiring Fund pursuant to the Plan will include the period for
which such assets were held by such Acquired Fund.
(5) No gain or loss will be recognized by each Acquired Fund on the
distribution to its shareholders of the corresponding Acquiring Fund Shares
received by the Acquired Fund pursuant to the Plan.
(6) No gain or loss will be recognized by the shareholders of each
Acquired Fund on the receipt of the corresponding Acquiring Fund Shares in
exchange for such shareholders' shares in such Acquired Fund.
(7) The federal income tax basis of the Acquiring Fund Shares received by
the shareholders of the corresponding Acquired Fund will be the same as the
federal income tax basis of such Acquired Fund shares exchanged pursuant to the
Plan.
(8) The holding period for the Acquiring Fund Shares for which shares of
the corresponding Acquired Fund are exchanged pursuant to the Plan will include
the period that such exchanged shares were held by the holder, provided such
shares were held as a capital asset of the holder.
(9) Each Acquiring Fund will succeed to and take into account the tax
attributes, described in Section 381(c) of the Code, of the corresponding
Acquired Fund as of the date of the Reorganization, subject to the conditions
and limitations specified in the Code.
This opinion may not be applicable to certain classes of Acquired
Fund shareholders, including securities dealers, foreign persons and persons who
acquired their stock pursuant to the exercise of employee stock options or
rights or otherwise as compensation.
This opinion is based upon existing law and currently applicable
Treasury regulations promulgated under the Code, published administrative
positions of the Internal Revenue Service contained in revenue rulings and
revenue procedures currently in effect, and judicial decisions, all of which are
subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Internal Revenue Service.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE>
Ex-99.14(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Combined Prospectus/Proxy Statement
constituting part of this registration statement on Form N-14 (the "Registration
Statement") of our reports dated May 17, 1996, relating to the financial
statements and financial highlights of the Portfolios that comprise Nations Fund
Trust and Nations Fund, Inc. which are also incorporated by reference in the
Registration Statement. We also consent to the reference to us under the heading
"Independent Accountants" in such Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
July 1, 1996
<PAGE>
Ex-99.14(b)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent
Accountants" and to the incorporation by reference with respect to the financial
statements for the year ended September 30, 1995 of Peachtree Government Money
Market Fund, Peachtree Equity Fund, Peachtree Bond Fund, and Peachtree Georgia
Tax-Free Income Fund to the Registration Statement on Form N-14 and related
Combined Prospectus/Proxy Statement of Peachtree Funds Trust and Nations Fund
Trust.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
July 1, 1996
<PAGE>
Ex-99.16
POWER OF ATTORNEY
Edmund L. Benson, III, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio,
Steven G. Cravath and Richard H. Blank, Jr., each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as a trustee of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ Edmund L. Benson, III
Edmund L. Benson, III
<PAGE>
Ex-99.16
POWER OF ATTORNEY
James Ermer, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio, Steven G.
Cravath and Richard H. Blank, Jr., each individually, his true and lawful
attorneys and agents, with power of substitution or resubstitution, to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as a trustee of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ James Ermer
James Ermer
<PAGE>
Ex-99.16
POWER OF ATTORNEY
William H. Grigg, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio,
Steven G. Cravath and Richard H. Blank, Jr., each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as a trustee of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ William H. Grigg
William H. Grigg
<PAGE>
Ex-99.16
POWER OF ATTORNEY
Thomas F. Keller, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio,
Steven G. Cravath and Richard H. Blank, Jr., each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as a trustee of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ Thomas F. Keller
Thomas F. Keller
<PAGE>
Ex-99.16
POWER OF ATTORNEY
A. Max Walker, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio,
Steven G. Cravath and Richard H. Blank, Jr., each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as an officer of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ A. Max Walker
A. Max Walker
<PAGE>
Ex-99.16
POWER OF ATTORNEY
Charles B. Walker, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio,
Steven G. Cravath and Richard H. Blank, Jr., each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as a trustee of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ Charles Walker
Charles B. Walker
<PAGE>
Ex-99.16
POWER OF ATTORNEY
Thomas S. Word, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio,
Steven G. Cravath and Richard H. Blank, Jr., each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as a trustee of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ Thomas S. Word, Jr.
Thomas S. Word, Jr.
<PAGE>
Ex-99.16
POWER OF ATTORNEY
Richard H. Rose, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio,
Steven G. Cravath and Richard H. Blank, Jr., each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as an officer of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ Richard H. Rose
Richard H. Rose
<PAGE>
Ex-99.16
POWER OF ATTORNEY
Carl E. Mundy, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Robert M. Kurucza, Marco E. Adelfio,
Steven G. Cravath and Richard H. Blank, Jr., each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended ("Acts"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to said Acts, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as an officer of the Trust such Registration
Statement(s), and any and all amendments thereto, filed with the Securities and
Exchange Commission under said Acts, and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, individually or collectively, shall do or cause to be
done by virtue thereof.
Dated: June 10, 1996
/s/ Carl E. Mundy, Jr.
-------------------------------
Carl E. Mundy, Jr.
<PAGE>
Exhibit 99.17(a)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 24F-2: Annual Notice of Securities Sold, Pursuant to
Rule 24F-2
Read instructions at end of Form before preparing Form. Please print or type.
1. Name and address of issuer:
Nations Fund Trust
111 Center Street
Little Rock, AR 72201
2. Name of each series or class of funds for which this notice is filed:
Nations Government Money Market Fund-Primary A Shares. Nations Government Money
Market Fund-Primary B Shares. Nations Government Money Market Fund-Investor A
Shares. Nations Government Money Market Fund-Investor B Shares. Nations
Government Money Market Fund-Investor C Shares. Nations Government Money Market
Fund-Investor D Shares. Nations Tax Exempt Fund-Primary A Shares. Nations Tax
Exempt Fund-Primary B Shares. Nations Tax Exempt Fund-Investor A Shares. Nations
Tax Exempt Fund-Investor B Shares. Nations Tax Exempt Fund-Investor C Shares.
Nations Tax Exempt Fund-Investor D Shares. Nations Value Fund-Primary A Shares.
Nations Value Fund-Investor A Shares. Nations Value Fund-Investor C Shares.
Nations Value Fund-Investor N Shares. Nations Capital Growth Fund-Primary A
Shares. Nations Capital Growth Fund-Investor A Shares. Nations Capital Growth
Fund-Investor C Shares. Nations Capital Growth Fund-Investor N Shares. Nations
Emerging Growth Fund-Primary A Shares. Nations Emerging Growth Fund-Investor A
Shares. Nations Emerging Growth Fund-Investor C Shares. Nations Emerging Growth
Fund-Investor N Shares. Nations Balanced Assets Fund-Primary A Shares. Nations
Balanced Assets Fund-Investor A Shares. Nations Balanced Assets Fund-Investor C
Shares. Nations Balanced Assets Fund-Investor N Shares. Nations Equity Index
Fund-Primary A Shares. Nations Equity Index Fund-Investor A Shares. Nations
Disciplined Equity Fund-Primary A Shares. Nations Disciplined Equity
Fund-Investor A Shares. Nations Disciplined Equity Fund-Investor C Shares.
Nations Disciplined Equity Fund-Investor N Shares. Nations Short-Intermediate
Government Fund-Primary A Shares. Nations Short-Intermediate Government
Fund-Investor A Shares. Nations Short-Intermediate Government Fund-Investor C
Shares. Nations Short-Intermediate Government Fund-Investor N Shares. Nations
Short-Term Income Fund-Primary A Shares. Nations Short-Term Income Fund-Investor
A Shares. Nations Short-Term Income Fund-Investor C Shares. Nations Short-Term
Income Fund-Investor N Shares. Nations Diversified Income Fund-Primary A Shares.
Nations Diversified Income Fund-Investor A Shares. Nations Diversified Income
Fund-Investor C Shares. Nations Diversified Income Fund-Investor N Shares.
Nations Strategic Fixed Income Fund-Primary A Shares. Nations Strategic Fixed
Income Fund-Investor A Shares. Nations Strategic Fixed Income Fund-Investor C
Shares. Nations Strategic Fixed Income Fund-Investor N Shares. Nations Florida
Intermediate Municipal Bond Fund-Primary A Shares. Nations Florida Intermediate
Municipal Bond Fund-Investor A Shares. Nations Florida Intermediate Municipal
Bond Fund-Investor C Shares. Nations Florida Intermediate Municipal Bond
Fund-Investor N Shares. Nations Florida Municipal Bond Fund-Primary A Shares.
Nations Florida Municipal Bond Fund-Investor A Shares.
<PAGE>
Nations Florida Municipal Bond Fund-Investor C Shares. Nations Florida Municipal
Bond Fund-Investor N Shares. Nations Georgia Intermediate Municipal Bond
Fund-Primary A Shares. Nations Georgia Intermediate Municipal Bond Fund-Investor
A Shares. Nations Georgia Intermediate Municipal Bond Fund-Investor C Shares.
Nations Georgia Intermediate Municipal Bond Fund-Investor N Shares. Nations
Georgia Municipal Bond Fund-Primary A Shares. Nations Georgia Municipal Bond
Fund-Investor A Shares. Nations Georgia Municipal Bond Fund-Investor C Shares.
Nations Georgia Municipal Bond Fund-Investor N Shares. Nations Maryland
Intermediate Municipal Bond Fund-Primary A Shares. Nations Maryland Intermediate
Municipal Bond Fund-Investor A Shares. Nations Maryland Intermediate Municipal
Bond Fund-Investor C Shares. Nations Maryland Intermediate Municipal Bond
Fund-Investor N Shares. Nations Maryland Municipal Bond Fund-Primary A Shares.
Nations Maryland Municipal Bond Fund-Investor A Shares. Nations Maryland
Municipal Bond Fund-Investor C Shares. Nations Maryland Municipal Bond
Fund-Investor N Shares. Nations North Carolina Intermediate Municipal Bond
Fund-Primary A Shares. Nations North Carolina Intermediate Municipal Bond
Fund-Investor A Shares. Nations North Carolina Intermediate Municipal Bond
Fund-Investor C Shares. Nations North Carolina Intermediate Municipal Bond
Fund-Investor N Shares. Nations North Carolina Municipal Bond Fund-Primary A
Shares. Nations North Carolina Municipal Bond Fund-Investor A Shares. Nations
North Carolina Municipal Bond Fund-Investor C Shares. Nations North Carolina
Municipal Bond Fund-Investor N Shares. Nations South Carolina Intermediate
Municipal Bond Fund-Primary A Shares. Nations South Carolina Intermediate
Municipal Bond Fund-Investor A Shares. Nations South Carolina Intermediate
Municipal Bond Fund-Investor C Shares. Nations South Carolina Intermediate
Municipal Bond Fund-Investor N Shares. Nations South Carolina Municipal Bond
Fund-Primary A Shares. Nations South Carolina Municipal Bond Fund-Investor A
Shares. Nations South Carolina Municipal Bond Fund-Investor C Shares. Nations
South Carolina Municipal Bond Fund-Investor N Shares. Nations Tennessee
Intermediate Municipal Bond Fund-Primary A Shares. Nations Tennessee
Intermediate Municipal Bond Fund-Investor A Shares. Nations Tennessee
Intermediate Municipal Bond Fund-Investor C Shares. Nations Tennessee
Intermediate Municipal Bond Fund-Investor N Shares. Nations Tennessee Municipal
Bond Fund-Primary A Shares. Nations Tennessee Municipal Bond Fund-Investor A
Shares. Nations Tennessee Municipal Bond Fund-Investor C Shares. Nations
Tennessee Municipal Bond Fund-Investor N Shares. Nations Texas Intermediate
Municipal Bond Fund-Primary A Shares. Nations Texas Intermediate Municipal Bond
Fund-Investor A Shares. Nations Texas Intermediate Municipal Bond Fund-Investor
C Shares. Nations Texas Intermediate Municipal Bond Fund-Investor N Shares.
Nations Texas Municipal Bond Fund-Primary A Shares. Nations Texas Municipal Bond
Fund-Investor A Shares. Nations Texas Municipal Bond Fund-Investor C Shares.
Nations Texas Municipal Bond Fund-Investor N Shares. Nations Virginia
Intermediate Municipal Bond Fund-Primary A Shares. Nations Virginia Intermediate
Municipal Bond Fund-Investor A Shares. Nations Virginia Intermediate Municipal
Bond Fund-Investor C Shares. Nations Virginia Intermediate Municipal Bond
Fund-Investor N Shares. Nations Virginia Municipal Bond Fund-Primary A Shares.
Nations Virginia Municipal Bond Fund-Investor A Shares. Nations Virginia
Municipal Bond Fund-Investor C Shares. Nations Virginia Municipal Bond
Fund-Investor N Shares. Nations Short-Term Municipal Income Fund-Primary A
Shares. Nations Short-Term Municipal Income Fund-Investor A Shares. Nations
Short-Term Municipal Income Fund-Investor C Shares. Nations Short-Term Municipal
Income Fund-Investor N Shares. Nations Intermediate Municipal Bond Fund-Primary
A Shares. Nations Intermediate Municipal Bond Fund-Investor A Shares. Nations
Intermediate Municipal Bond Fund-Investor C Shares. Nations Intermediate
Municipal Bond Fund-Investor N Shares. Nations Municipal Income
2
<PAGE>
Fund-Primary A Shares. Nations Municipal Income Fund-Investor A Shares. Nations
Municipal Income Fund-Investor C Shares. Nations Municipal Income Fund-Investor
N Shares.
3. Investment Company Act File Number: 811-4305
Securities Act File Number: 2-97817
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year end for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 1,526,350,742 shares
Sale Price: $2,042,732,954.48
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to Rule 24f-2:
Number: 1,526,350,742 shares
Sale Price: $2,042,732,954.48
3
<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see Instruction
B.7):
Number: 12,887,511 shares
Sale Price: $106,780,348.00
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on Rule 24f-2 (from Item 10):
$2,042,732,954.48
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+106,780,348.00
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 1,672,693,177.00
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to Rule 24e-2
(if applicable):
0.00
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on Rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
$476,820,125.48
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see Instruction C.6):
x 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$164,420.73
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if the
form is being filed within 60 days after the close of the issuer's fiscal year.
See Instruction C.3.
Check box if fees are being remitted to the Commission's lockbox depository as
described in Section 3a of the Commission's Rule of Informal and Other
Procedures (17 CFR 202.3a). [ x ]
4
<PAGE>
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
May 23, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: \s\ James Edward Banks, Jr.
Assistant Secretary
Date: May 24, 1996
5
<PAGE>
=
MORRISON & FOERSTER LLP LETTERHEAD
May 24, 1996
Nations Fund Trust
111 Center Street
Little Rock, AR 72201
Re: Issuance and Sale of Shares of Beneficial Interest
of Nations Fund Trust; Registration on Form N-1A
Pursuant to Rule 24f-2
Ladies and Gentlemen:
Nations Fund Trust (the "Trust") has requested our opinion in
connection with the sale or issuance by the Trust of 1,539,238,253 shares of
beneficial interest (the "Shares"), in the aggregate, of all classes of Shares
of all portfolios of the Trust (collectively, the "Funds").
We have examined documents relating to the organization of the
Trust and the authorization for registration and sale of Shares of each of the
Funds. The opinion given below only relates to the law of the Commonwealth of
Massachusetts, the laws under which the Trust was organized, and is subject to
the condition that the Trust is in compliance with the provisions of any
applicable laws, regulations and permits of any state or foreign country in
which any Shares of any of the Funds are sold.
Based upon and subject to the foregoing, we are of the opinion
that:
The issuance and sale of the Shares by the Trust have been duly
and validly authorized by all appropriate action and, assuming delivery by sale
or in accord with the Funds' dividend reinvestment plan was in accordance with
the description set forth in the Trust's current prospectuses under the
Securities Act of 1933, the Shares have been legally issued, fully paid and are
non-assessable.
We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the filing of the Trust's
Rule 24f-2 Notice, as amended, under the Investment Company Act of 1940, as
amended.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
<PAGE>
Ex-99.17(b)
PROXY CARD
PEACHTREE GOVERNMENT MONEY MARKET FUND
SPECIAL MEETING OF SHAREHOLDERS-SEPTEMBER 23, 1996
The undersigned hereby appoints _____________ and _____________, 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 Peachtree Funds ("Peachtree Funds") to be
held at the offices of Peachtree Funds, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 at 2:00 p.m. (Eastern time), September 23, 1996, and at
any adjournment or adjournments thereof, casting votes according to the number
of shares of each class of the Peachtree Government Money Market Fund (the
"Fund") which the undersigned may be entitled to vote with respect to the
proposals set forth below, in accordance with the specification indicated, if
any, and with all the powers which the undersigned would possess if personally
present, hereby revoking any prior proxy to vote at such meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or either of them,
may lawfully do by virtue thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF PEACHTREE FUNDS AND THE COMBINED PROSPECTUS/PROXY STATEMENT,
DATED AUGUST 5, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE FUND AND
PEACHTREE FUNDS. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
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.
PROPOSALS:
(1) To approve the Agreement and Plan of Reorganization ("Plan"), and
the transactions contemplated thereby, which include (a) the
transfer of all of the assets of the Fund to the Nations
Government Money Market Fund ("Acquiring Fund") of Nations Fund
Trust in exchange for shares of the Acquiring Fund and the
assumption by the Acquiring Fund of stated liabilities of the
Fund; and (b) the distribution to Fund shareholders of the shares
of the Acquiring Fund so received.
|_|YES |_|NO |_|ABSTAIN
(2) To transact such other business as may properly come before the
meeting, or any adjournment(s) thereof, including any
adjournment(s) necessary to obtain requisite quorums and/or
approvals.
|_|YES |_|NO |_|ABSTAIN
<PAGE>
In their discretion, the Proxies, and either 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.
Please sign above exactly as your name(s) appear(s) hereon. Fiduciaries
should give full titles as such.
--------------------
____________________, 1996
(Please Date)
<PAGE>
Ex-99.17(b)
PROXY CARD
PEACHTREE EQUITY FUND
SPECIAL MEETING OF SHAREHOLDERS-SEPTEMBER 23, 1996
The undersigned hereby appoints _____________ and _____________, 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 Peachtree Funds ("Peachtree Funds") to be
held at the offices of Peachtree Funds, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 at 2:00 p.m. (Eastern time) September 23, 1996, and at
any adjournment or adjournments thereof, casting votes according to the number
of shares of each class of the Peachtree Equity Fund (the "Fund") which the
undersigned may be entitled to vote with respect to the proposals set forth
below, in accordance with the specification indicated, if any, and with all the
powers which the undersigned would possess if personally present, hereby
revoking any prior proxy to vote at such meeting, and hereby ratifying and
confirming all that said attorneys and proxies, or either of them, may lawfully
do by virtue thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF PEACHTREE FUNDS AND THE COMBINED PROSPECTUS/PROXY STATEMENT,
DATED AUGUST 5, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE FUND AND
PEACHTREE FUNDS. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
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.
PROPOSALS:
(1) To approve the Agreement and Plan of Reorganization ("Plan"), and
the transactions contemplated thereby, which include (a) the
transfer of all of the assets of the Fund to the Nations Capital
Growth Fund ("Acquiring Fund") of Nations Fund Trust in exchange
for shares of the Acquiring Fund and the assumption by the
Acquiring Fund of stated liabilities of the Fund; and (b) the
distribution to Fund shareholders of the shares of the Acquiring
Fund so received.
|_|YES |_|NO |_|ABSTAIN
(2) To transact such other business as may properly come before the
meeting, or any adjournment(s) thereof, including any
adjournment(s) necessary to obtain requisite quorums and/or
approvals.
|_|YES |_|NO |_|ABSTAIN
<PAGE>
In their discretion, the Proxies, and either 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.
----------------------------------------
----------------------------------------
Please sign above exactly as your name(s)
appear(s) hereon. Fiduciaries should give full
titles as such.
____________________, 1996
(Please Date)
<PAGE>
Ex-99.17(b)
PROXY CARD
PEACHTREE BOND FUND
SPECIAL MEETING OF SHAREHOLDERS-SEPTEMBER 23, 1996
The undersigned hereby appoints _____________ and _____________, 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 Peachtree Funds ("Peachtree Funds") to be
held at the offices of Peachtree Funds, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 at 2:00 p.m. (Eastern time) September 23, 1996, and at
any adjournment or adjournments thereof, casting votes according to the number
of shares of each class of the Peachtree Bond Fund (the "Fund") which the
undersigned may be entitled to vote with respect to the proposals set forth
below, in accordance with the specification indicated, if any, and with all the
powers which the undersigned would possess if personally present, hereby
revoking any prior proxy to vote at such meeting, and hereby ratifying and
confirming all that said attorneys and proxies, or either of them, may lawfully
do by virtue thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF PEACHTREE FUNDS AND THE COMBINED PROSPECTUS/PROXY STATEMENT,
DATED AUGUST 5, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE FUND AND
PEACHTREE FUNDS. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
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.
PROPOSALS:
(1) To approve the Agreement and Plan of Reorganization ("Plan"), and
the transactions contemplated thereby, which include (a) the
transfer of all of the assets of the Fund to the Nations Strategic
Fixed Income Fund ("Acquiring Fund") of Nations Fund Trust in
exchange for shares of the Acquiring Fund and the assumption by
the Acquiring Fund of stated liabilities of the Fund; and (b) the
distribution to Fund shareholders of the shares of the Acquiring
Fund so received.
|_|YES |_|NO |_|ABSTAIN
(2) To transact such other business as may properly come before the
meeting, or any adjournment(s) thereof, including any
adjournment(s) necessary to obtain requisite quorums and/or
approvals.
|_|YES |_|NO |_|ABSTAIN
<PAGE>
In their discretion, the Proxies, and either 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.
--------------------------------------
--------------------------------------
Please sign above exactly as your name(s)
appear(s) hereon. Fiduciaries should give full
titles as such.
____________________, 1996
(Please Date)
<PAGE>
Ex-99.17(b)
PROXY CARD
PEACHTREE GEORGIA TAX-FREE INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS-SEPTEMBER 23, 1996
The undersigned hereby appoints _____________ and _____________, 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 Peachtree Funds ("Peachtree Funds") to be
held at the offices of Peachtree Funds, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 at 2:00 p.m. (Eastern time) September 23, 1996, and at
any adjournment or adjournments thereof, casting votes according to the number
of shares of each class of the Peachtree Georgia Tax-Free Income Fund (the
"Fund") which the undersigned may be entitled to vote with respect to the
proposals set forth below, in accordance with the specification indicated, if
any, and with all the powers which the undersigned would possess if personally
present, hereby revoking any prior proxy to vote at such meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or either of them,
may lawfully do by virtue thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF PEACHTREE FUNDS AND THE COMBINED PROSPECTUS/PROXY STATEMENT,
DATED AUGUST 5, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE FUND AND
PEACHTREE FUNDS. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
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.
PROPOSALS:
(1) To approve the Agreement and Plan of Reorganization ("Plan"), and
the transactions contemplated thereby, which include (a) the
transfer of all of the assets of the Fund to the Nations Georgia
Intermediate Municipal Bond Fund ("Acquiring Fund") of Nations
Fund Trust in exchange for shares of the Acquiring Fund and the
assumption by the Acquiring Fund of stated liabilities of the
Fund; and (b) the distribution to Fund shareholders of the shares
of the Acquiring Fund so received.
|_|YES |_|NO |_|ABSTAIN
(2) To transact such other business as may properly come before the
meeting, or any adjournment(s) thereof, including any
adjournment(s) necessary to obtain requisite quorums and/or
approvals.
|_|YES |_|NO |_|ABSTAIN
<PAGE>
In their discretion, the Proxies, and either 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.
---------------------------------
---------------------------------
Please sign above exactly as your name(s)
appear(s) hereon. Fiduciaries should give full
titles as such.
____________________, 1996
(Please date)
<PAGE>
