As filed with the Securities and Exchange Commission
on October 9, 1998
Registration No. 333-46715
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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]
(Check appropriate box or boxes)
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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.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement of Nations Fund Trust (the "Trust") filed on February 23, 1998
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 Emerald 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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Natione Fund Trust
File No. 333-46715
Exhibit Index
The following exhibit is 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 Acquistion of The Emerald
Funds' Balanced Fund, Equity Fund, Florida
Tax-Exempt Fund, Short-Term Fixed Income Fund,
Managed Bond Fund, Tax-Exempt Fund and Equity Value
Fund.
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[MORRISON & FOERSTER LLP LETTERHEAD]
May 15, 1998
Nations Fund Trust
Corporate Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Emerald Funds
3435 Stelzer Road
Columbus, Ohio 43219
Re: Reorganization of the Nations Balanced Assets Fund, Nations
Disciplined Equity Fund, Nations Florida Municipal Bond Fund,
Nations Short Term Income Fund, Nations Strategic Fixed Income
Fund, Nations Tax Exempt Fund and Nations Value Fund, and
Emerald Balanced Fund, Emerald Equity Fund, Emerald Florida
Tax-Exempt Fund, Emerald Short-Term Fixed Income Fund, Emerald
Managed Bond Fund, Emerald Tax-Exempt Fund and Emerald Equity
Value Fund
Ladies and Gentlemen:
We have acted as special counsel to Nations Fund Trust, a Massachusetts
business trust ("Nations Fund"), in connection with that certain Agreement and
Plan of Reorganization, dated March 25, 1998 (the "Agreement"), by and between
Nations Fund and Emerald Funds, a Massachusetts business trust ("Emerald
Funds"). Pursuant to the Agreement, the Nations Balanced Assets Fund, Nations
Disciplined Equity Fund, Nations Florida Municipal Bond Fund, Nations Short Term
Income Fund, Nations Strategic Fixed Income Fund, Nations Tax Exempt Fund and
Nations Value Fund (each, an "Acquiring Fund," and collectively, the "Acquiring
Funds"), each a separate portfolio of Nations Fund, shall acquire all of the
Fund Assets and assume the Liabilities of the Emerald Balanced Fund, Emerald
Equity Fund, Emerald Florida Tax-Exempt Fund, Emerald Short-Term Fixed Income
Fund, Emerald Managed Bond Fund, Emerald Tax-Exempt Fund and Emerald Equity
Value Fund (each, an "Acquired Fund," and collectively, the "Acquired Funds"),
respectively, each a separate portfolio of Emerald Funds (each, a
"Reorganization," and, collectively, the "Reorganizations").
The Reorganizations are described in the Combined Proxy
Statement/Prospectus (the "Proxy/Prospectus") of Nations Fund and Emerald Funds,
and the appendices thereto, as filed on Registration Statement Form N-14 with
the SEC on February 23, 1998 (File no. 333-46715), as amended from time to time
through the date hereof. Unless otherwise indicated, capitalized terms not
defined herein shall have the meanings ascribed to them (or defined by
reference) in the certificates delivered to us by Nations Fund, for itself and
on behalf of each Acquiring Fund, and by Emerald Funds, for itself and on behalf
of each Acquired Fund (together, the "Certificates of Representations").
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Nations Fund Trust
The Emerald Funds
May 15, 1998
Page Two
You have requested our opinion as to certain federal income tax
consequences regarding the Reorganizations. This opinion is solely for the
benefit of the Acquiring Funds, the Acquired Funds and their respective
shareholders, and may not be relied upon by, nor may copies be delivered to,
other person without our prior written consent.
In our capacity as special counsel to Nations Fund and for purposes of
rendering this opinion, we have examined and relied upon, with your consent: (i)
the Agreement, (ii) the Certificates of Representations, (iii) the
Proxy/Prospectus, and (iv) such other documents we considered relevant to our
analysis. We have assumed that all parties to the Agreement and to any other
documents examined by us have acted, and will act, in accordance with the terms
of the Agreement and such other documents without waiver of material terms or
conditions set forth therein. In our examination of documents, we have assumed
the authenticity of original documents, the accuracy of copies, the genuineness
of signatures, and the legal capacity of signatories.
Furthermore, we have assumed that all of the representations in the
Agreement and the Certificates of Representations are true and complete in all
material respects, and that the Acquiring Funds and the Acquired Funds have been
and will be operated and maintained consistently with such representations. We
have not independently verified such representations. While we have reviewed
such representations to ensure that they appear reasonable, we have no assurance
that these expectations will ultimately prove to be accurate. We also note that
the tax consequences addressed herein may depend upon the actual occurrence of
events in the future, which events may or may not be consistent with such
representations. To the extent the facts differ from those relied on and assumed
herein, our opinion should not be relied upon.
Our opinion below is based on existing law as contained in the Code and
the Treasury Regulations, administrative pronouncements of the Internal Revenue
Service ("IRS"), and court decisions as of the date hereof. The provisions of
the Code and the Treasury Regulations, IRS administrative pronouncements and
caselaw upon which this opinion is based could be changed at any time, perhaps
with retroactive effect. We undertake no obligation to update this opinion, or
to ascertain after the date hereof whether circumstances occurring after such
date may affect the conclusions set forth herein. Furthermore, our opinion
represents only our best judgment of how a court would conclude if presented
with the issues addressed herein and is not binding upon either the IRS or any
court. Hence, there can be no assurance that the IRS will not challenge or that
the courts will agree with our conclusions.
Our opinion relates solely to the tax consequences of the
Reorganizations under the federal income tax laws of the United States, and we
express no opinion (and no opinion should be inferred) regarding the tax
consequences of the Reorganizations under the laws of any other jurisdiction.
This opinion addresses only the specific issues set forth below, and does not
address any other tax consequences that may result from the Reorganizations or
any other transaction (including any transaction undertaken in connection with
the Reorganizations).
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.
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Nations Fund Trust
The Emerald Funds
May 15, 1998
Page Three
On the basis of, and subject to the foregoing, and in reliance upon the
representations described above, we are of the opinion that:
(1) Each Reorganization will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and 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, in respect of the Reorganization.
(2) No gain or loss will be recognized by an Acquired Fund upon the
transfer of its assets and liabilities to the corresponding Acquiring Fund
solely in exchange for the Acquiring Fund Shares.
(3) No gain or loss will be recognized by an Acquiring Fund upon the
receipt of the assets and assumption of liabilities of the corresponding
Acquired Fund solely in exchange for the Acquiring Fund Shares.
(4) The basis of an Acquired Fund's assets received by the
corresponding Acquiring Fund pursuant to the Reorganization will be the same as
the basis of those assets in the hands of the Acquired Fund immediately prior to
the Reorganization.
(5) The holding period of an Acquired Fund's assets in the hands of the
corresponding Acquiring Fund will include the period for which such assets have
been held by the Acquired Fund.
(6) 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.
(7) No gain or loss will be recognized by the shareholders of an
Acquired Fund upon their receipt of the corresponding Acquiring Fund Shares in
exchange for such shareholders' Acquired Fund Shares.
(8) The basis of the Acquiring Fund Shares received by the shareholders
of the corresponding Acquired Fund will be the same as the basis of the Acquired
Fund Shares surrendered by such shareholders pursuant to the Reorganization.
(9) The holding period for the Acquiring Fund Shares received by the
Acquired Fund shareholders will include the period during which such
shareholders held the Acquired Fund Shares surrendered therefor, provided that
such Acquired Fund Shares are held as a capital asset in the hands of the
Acquired Fund shareholders on the date of the exchange.
(10) 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 Closing Date, subject to the conditions and limitations specified
in the Code.
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 8th day of October, 1998.
NATIONS FUND TRUST
By: *
A. Max Walker
President and Chairman of the Board
of Trustees
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement 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 October 8, 1998
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(A. Max Walker) of Trustees (Principal Executive
Officer)
* Treasurer and Vice President October 8, 1998
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(Richard H. Rose) (Principal Financial and Accounting
Officer)
* Trustee October 8, 1998
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(Edmund L. Benson, III)
* Trustee October 8, 1998
(James Ermer)
* Trustee October 8, 1998
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(William H. Grigg)
* Trustee October 8, 1998
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(Thomas F. Keller)
* Trustee October 8, 1998
(Carl E. Mundy, Jr.)
* Trustee October 8, 1998
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(Charles B. Walker)
* Trustee October 8, 1998
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(Thomas S. Word, Jr.)
*
(James B. Sommers) Trustee October 8, 1998
/s/ Richard H. Blank, Jr/
Richard H. Blank, Jr.
*Attorney-In-Fact
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