As filed with the Securities and Exchange Commission
on September 30, 1997
Registration No. 333-22111
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 1 [X]
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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)
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Registrant's Telephone Number, including Area Code: (800) 321-7854
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis
Morrison & Foerster LLP & Frankel
2000 Pennsylvania Ave., N.W. 919 3rd Avenue
Suite 5500 New York, New York 10022
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on (date), pursuant
to Rule 485(b), or to Rule 485(b), or
[ ] 60 days after filing pursuant [ ] on (date) pursuant
to Rule 485(a), or to Rule 485(a).
[ ] 75 days after filing pursuant to [ ] on (date) pursuant to
paragraph (a)(2) paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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 20, 1997, the
notice required by Rule 24f-2 for its fiscal period ended March 31, 1997.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement of
Nations Fund Trust (the "Trust") filed on March 22, 1997 on Form N-14 under the
Securities Act of 1933 (the "Registration Statement") hereby incorporates by
reference all the information set forth in Parts A, B and C of the Registration
Statement. This Amendment is being filed to amend the Registration Statement to
include an opinion of counsel supporting the tax consequences of the
reorganization of certain of the portfolios of The Pilot Funds into
corresponding funds of the Trust. The opinion of counsel is filed herewith
pursuant to an undertaking made by the Trust in its Registration Statement.
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Nations Fund Trust
File No. 333-22111
Exhibit Index
The following exhibits are filed herewith as part of this Amendment No. 1 to the
Registration Statement.
Exhibit
Number Description
12 Opinion and Consent of Morrison & Foerster LLP
supporting the tax matters and consequences to
shareholders as to the Acquisition of The Pilot
Funds' Diversified Bond Income Fund, Growth Fund,
Growth and Income Fund, Intermediate Municipal Bond
Fund, Intermediate U.S. Government Securities Fund,
Missouri Short-Term Tax-Exempt Fund, Short-Term
Tax-Exempt Diversified Fund and Municipal Fund, by
Nations Fund Trust's Strategic Fixed Income Fund,
Disciplined Equity Fund, Value Fund, Intermediate
Municipal Bond Fund, Short-Intermediate Government
Fund, Tax Exempt Fund and Municipal Income Fund.
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[MORRISON & FOERSTER LLP LETTERHEAD]
May 16, 1997
Nations Tax Exempt Fund
Nations Value Fund
Nations Disciplined Equity Fund
Nations Strategic Fixed Income Fund
Nations Short-Intermediate Government Fund
Nations Intermediate Municipal Bond Fund
Nations Municipal Income Fund
Nations Fund Trust
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Pilot Short-Term Tax-Exempt Diversified Fund
Pilot Missouri Short-Term Tax-Exempt Fund
Pilot Growth and Income Fund
Pilot Growth Fund
Pilot Diversified Bond Income Fund
Pilot Intermediate U.S. Government Securities Fund
Pilot Intermediate Municipal Bond Fund
Pilot Municipal Bond Fund
The Pilot Funds 3435
Stelz Road Columbus, Ohio 43219
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 Tax Exempt Fund, Nations Value Fund, Nations Disciplined Equity Fund,
Nations Diversified Income Fund, Nations Short-Intermediate Government Fund,
Nations Intermediate Municipal Bond Fund, Nations Municipal Income Fund and
Nations Fund Trust (individually, an "Acquiring Fund"), respectively, each a
separate portfolio of the Company, of substantially all of the assets and the
assumption of all of the Stated Liabilities of the Pilot Short-Term Tax-Exempt
Diversified Fund, Pilot Missouri Short-Term Tax-Exempt Fund, Pilot Growth and
Income Fund, Pilot Growth Fund, Pilot Diversified Bond Income Fund, Pilot
Intermediate U.S. Government Securities Fund, Pilot Intermediate Municipal Bond
Fund, and Pilot Municipal Bond Fund (individually, an "Acquired Fund"),
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Nations Fund Trust
The Pilot Funds
May 16, 1997
Page 2
respectively, each a separate portfolio of The Pilot Funds (the "Pilot Funds"),
a Massachusetts business trust, solely in exchange for voting shares of the
Acquiring Fund which shall thereafter be distributed to the shareholders of the
corresponding Acquired Fund pursuant to an Agreement and Plan of Reorganization
by and between the Trust and the Pilot Funds, dated as of March 22, 1997 (the
"Plan"). Any capitalized terms used and not defined herein shall have the
meanings ascribed to them in the Plan.
At your request, we are rendering our opinion as set forth herein
with respect to the material federal income tax consequences of the
Reorganizations. For purposes of this opinion, we have relied with your consent
on, and this opinion is expressly conditioned upon, the accuracy and
completeness of the statements and representations (which statements and
representations we have neither investigated nor verified), incorporated herein
by reference, contained in the certificates of the Trust for itself and on
behalf of each Acquiring Fund and the Pilot Funds for itself and on behalf of
each Acquired Fund, and have assumed that such certificates are accurate and
complete as of the date hereof. We have also relied upon the accuracy of the
Registration Statement on Form N-14 and the Combined Prospectus/Proxy Statement
(the "Prospectus") of the Company and the Pilot Funds filed with the Securities
and Exchange Commission on February 20, 1997 in connection with the
Reorganizations.
We have also assumed that the transactions contemplated by the
Plan and described in the Prospectus will be consummated in accordance therewith
and that, as described in the Plan, prior to the Closing Date, each Acquired
Fund will dispose of any investments--to the extent practicable--the ownership
of which would violate stated investment objectives, 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) 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 an Acquired Fund upon
the transfer of its assets to the corresponding Acquiring
Fund solely in exchange for the Acquiring Fund Shares or
the assumption of the Stated Liabilities of the Acquired
Fund by the Acquiring Fund.
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Nations Fund Trust
The Pilot Funds
May 16, 1997
Page 3
(2) No gain or loss will be recognized by an Acquiring Fund
upon the following: (i) its receipt of assets from the
corresponding Acquired Fund solely in exchange for the
Acquiring Fund Shares; (ii) the Acquiring Fund's assumption
of the Acquired Fund's Stated Liabilities; and (iii) the
constructive or actual distribution by the Acquired Fund of
the Acquiring Fund Shares to the Acquired Fund shareholders
in exchange for their shares of the Acquired Fund.
(3) The aggregate federal income tax basis of an Acquired
Fund's assets received by the corresponding Acquiring Fund
pursuant to the Reorganization will be the same as the
aggregate federal income tax basis of those assets in the
hands of the Acquired Fund immediately prior to the
Reorganization.
(4) The holding period of an Acquired Fund's assets received by
the corresponding Acquiring Fund pursuant to the
Reorganization will include the period for which such
assets have been held by the Acquired Fund.
(5) No gain or loss will be recognized by an Acquired Fund on
the distribution to its shareholders of the Acquiring Fund
Shares to be received by the Acquired Fund in the
Reorganization.
(6) No gain or loss will be recognized by the shareholders of
an Acquired Fund upon their receipt of the Acquiring Fund
Shares in exchange for such shareholders' shares of the
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
the Acquired Fund shares exchanged by such shareholders
pursuant to the Reorganization.
(8) The holding period for the Acquiring Fund Shares for which
shares of the corresponding Acquired Fund are exchanged
pursuant to the Reorganization will include the period that
the Acquired Fund shares have been held by the holder,
provided that the Acquired Fund shares have been held as a
capital asset by the holder.
(9) An Acquiring Fund will succeed to and take into account the
tax attributes described in Section 381(c) of the Code of
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Nations Fund Trust
The Pilot Funds
May 16, 1997
Page 4
the corresponding Acquired Fund as of the Closing Date,
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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registrant
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment No. 1 to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Little Rock, State of Arkansas on the
30th day of September, 1997.
NATIONS FUND TRUST
By: *
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A. Max Walker
President and Chairman of the
Board of Trustees
By: /s/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form N-14 has been
signed below by the following persons in the capacities and on the date
indicated:
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<S> <C> <C>
SIGNATURES TITLE DATE
* President and Chairman of the Board September 30, 1997
---------------------------------- of Trustees (Principal Executive
(A. Max Walker) Officer)
* Treasurer and Vice President September 30, 1997
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(Richard H. Rose) Officer)
* Trustee September 30, 1997
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(Edmund L. Benson, III)
* Trustee September 30, 1997
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(James Ermer)
* Trustee September 30, 1997
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(William H. Grigg)
* Trustee September 30, 1997
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(Thomas F. Keller)
* Trustee September 30, 1997
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(Carl E. Mundy, Jr.)
* Trustee September 30, 1997
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(Charles B. Walker)
* Trustee September 30, 1997
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(Thomas S. Word, Jr.)
Trustee
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(James B. Sommers)
/s/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
*Attorney-In-Fact
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