SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[X] Filed by the registrant
[ ] Filed by a party other than the registrant
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
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Nations Fund Trust
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Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies.
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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NATIONS FUND TRUST
101 South Tryon Street
33rd Floor
Charlotte, North Carolina 28255
Telephone: (800) 652-5096
December 18, 1998
Dear Shareholder:
We are pleased to invite you to a Special Meeting of the
Shareholders of Nations Marsico Focused Equities Fund and Nations Marsico Growth
& Income Fund (each a "Fund") of Nations Fund Trust ("Nations Fund") to be held
on Monday, January 25, 1999. The Special Meeting is being called to consider the
approval of a new sub-advisory agreement with Marsico Capital Management, LLC
("Marsico Capital"), in order to allow for the continued service of Marsico
Capital as the sub-adviser to your Fund.
Previously, Thomas F. Marsico entered into an Option Agreement with
NationsBank, N.A. ("NationsBank") pursuant to which Mr. Marsico granted to
NationsBank the option to purchase up to 50% of the voting control of Marsico
Capital. NationsBank has decided to exercise that option at this time. The
exercise of this option (the "Transaction") will result in a "change in control"
of Marsico Capital under the federal securities laws and as a result, the
current sub-advisory agreement among Nations Fund, on behalf of your Fund,
NationsBanc Advisors, Inc. ("NBAI"), the investment advisor to your Fund, and
Marsico Capital will terminate automatically upon the consummation of the
Transaction.
Shareholders are asked to approve a new sub-advisory agreement among
Marsico Capital, NBAI and Nations Fund, on behalf of each Fund. Except for the
execution date, the terms of the new sub-advisory agreement are identical to the
terms of the current sub-advisory agreement with Marsico Capital. Since both
Funds need to approve a new sub-advisory agreement with Marsico Capital, if you
own shares of both Funds, you should ensure that you respond to both proxy
cards.
THE BOARD OF TRUSTEES OF NATIONS FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE ITEM.
Attached are the formal Notice of Special Meeting and a 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.
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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, EITHER
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT
(704) 388-2641. If you have any questions regarding the enclosed materials or
the Special Meeting, please call Nations Fund, at (800) 652-5096. We look
forward to receiving your completed Proxy Card very soon.
Sincerely,
A. Max Walker
President and Chairman of the
Board of Trustees
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NATIONS FUND TRUST
101 South Tryon Street
33rd Floor
Charlotte, North Carolina 28255
Telephone: (800) 652-5096
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NATIONS MARSICO FOCUSED EQUITIES FUND AND
NATIONS MARSICO GROWTH & INCOME FUND
OF
NATIONS FUND TRUST
To Be Held on January 25, 1999
* * * *
TO THE SHAREHOLDERS of Nations Marsico Focused Equities Fund and Nations Marsico
Growth & Income Fund (the "Funds"):
PLEASE TAKE NOTE that a SPECIAL MEETING OF SHAREHOLDERS (the "Special
Meeting") of each of the Funds will be held on Monday, January 25, 1999, at
10:00 a.m. (Eastern time) at 101 South Tryon Street, 33rd Floor, Charlotte,
North Carolina 28255. The Special Meeting is being called for the following
purposes:
1(a). To approve a new sub-advisory agreement among NationsBanc
Advisors, Inc. ("NBAI"), Marsico Capital Management, LLC
("Marsico Capital") and Nations Fund Trust on behalf of Nations
Marsico Focused Equities Fund. Except for the execution date, the
terms of the new sub-advisory agreement are identical to the
terms of the current sub-advisory agreement with Marsico Capital.
The level of sub-advisory fees payable by NBAI to Marsico Capital
would be unchanged.
1(b). To approve a new sub-advisory agreement among NBAI, Marsico
Capital and Nations Fund Trust on behalf of Nations Marsico
Growth & Income Fund. Except for the execution date, the terms of
the new sub-advisory agreement are identical to the terms of the
current sub-advisory agreement with Marsico Capital. The level of
sub-advisory fees payable by NBAI to Marsico Capital would be
unchanged.
2. To transact such other business as may properly come before the
Special Meeting, or any adjournment(s) thereof, including any
adjournment(s) necessary to obtain requisite quorums and/or
approvals.
The Board of Trustees of Nations Fund Trust has fixed the close of
business on December 2, 1998 as the record date for the determination of
Shareholders entitled to receive
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notice of and to vote at the Special Meeting or any adjournment(s) thereof. The
enclosed Proxy Statement contains further information regarding the meeting and
the proposal(s) to be considered. The enclosed Proxy Card is intended to permit
you to vote even if you do not attend the meeting in person.
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, EITHER IN THE
ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT (704)
388-2641. 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
Richard H. Blank, Jr.
Secretary
December 18, 1998
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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.
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SHARES OF NATIONS FUND TRUST ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR
ISSUED, ENDORSED OR GUARANTEED BY BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, NATIONSBANK, N.A. ("NATIONSBANK"), ANY OF THEIR AFFILIATES OR ANY
OTHER BANK. 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 FUNDS INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.
NBAI IS THE INVESTMENT ADVISER TO THE FUNDS. NATIONSBANK AND CERTAIN OF ITS
AFFILIATES PROVIDE CERTAIN OTHER SERVICES TO NATIONS FUND TRUST, FOR WHICH THEY
ARE COMPENSATED. STEPHENS INC., WHICH IS NOT AFFILIATED WITH NATIONSBANK, IS
THE DISTRIBUTOR FOR SHARES OF NATIONS FUND TRUST.
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NATIONS FUND TRUST
December 18, 1998
Questions and Answers
For Shareholders of Nations Marsico Focused Equities Fund and Nations Marsico
Growth & Income Fund:
The following questions and answers provide an overview of the proposal(s)
relating to Nations Marsico Focused Equities Fund and Nations Marsico Growth &
Income Fund (each a "Fund") which require(s) a shareholder vote, although we
encourage you to read the full text of the enclosed Proxy Statement.
Q: WHY AM I BEING PROXIED?
A: NationsBank, N.A. ("NationsBank") has decided to exercise its option to
acquire 50% of the voting control of Marsico Capital Management, LLC
("Marsico Capital"), the sub-adviser to your Fund (the "Transaction"). This
will not affect Marsico Capital's day-to-day operations or the investment
process by which your Fund is sub-advised; nor will it affect your Fund's
portfolio management team. Thomas F. Marsico will continue to serve as the
Chairman and Chief Executive Officer of Marsico Capital and as portfolio
manager of your Fund. The Transaction will, however, result in a "change in
control" of Marsico Capital under federal securities laws. As a result of
the change in control, the current sub-advisory agreement between Nations
Fund Trust, on behalf of your Fund, NationsBanc Advisors, Inc. ("NBAI"), the
investment advisor to your Fund and Marsico Capital will terminate
automatically upon the consummation of the Transaction.
In order for Marsico Capital to continue to serve as sub-adviser to your
Fund after the Transaction, it is necessary for the shareholders of your
Fund to approve a new sub-advisory agreement with Marsico Capital. Except
for the execution date, the terms of the new sub-advisory agreement are
identical to the terms of the current sub-advisory agreement. The approval
of the new sub-advisory agreement for your Fund is an important matter, and
Nations Fund Trust's Board of Trustees, including those Trustees who are not
affiliated with the Funds, NBAI or Marsico Capital, unanimously recommends
that you vote FOR this proposal.
The following questions and answers, along with the full proxy statement,
will provide you with additional information on NationsBank, Marsico
Capital, and the proposed new sub-advisory agreement for your Fund.
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Q: HOW WILL THE TRANSACTION AFFECT ME AS A SHAREHOLDER?
A: Assuming that shareholders of your Fund approve the new sub-advisory
agreement, the Transaction will not result in any change to the way that
your Fund is managed. The Transaction will not cause any changes to your
Fund's investment objective and policies. In addition, the Transaction will
not affect the number of shares that you currently own in your Fund nor
their value. In short, the Transaction should not affect you as a
shareholder and you should continue to receive the same high level of
service that you have come to expect as a Fund shareholder.
Q: ARE NATIONS MARSICO FOCUSED EQUITIES FUND SHAREHOLDERS APPROVING THE SAME
NEW SUB-ADVISORY AGREEMENT AS NATIONS MARSICO GROWTH & INCOME FUND
SHAREHOLDERS?
A: The parties to the new sub-advisory agreement to be voted upon by
shareholders of each Fund are NBAI (the investment adviser to each Fund),
Marsico Capital (the sub-adviser to each Fund and the entity that makes
investment management decisions with respect to each Fund on a day-to-day
basis) and Nations Fund Trust (a registered investment company within the
Nations Funds Family, whose individual series include each Fund). While
shareholders of each Fund are being asked to approve the same new
sub-advisory agreement, each Fund's vote will be counted separately. That
is to say, if shareholders of one Fund approve the new sub-advisory
agreement and the shareholders of the other Fund do not, only that Fund
whose shareholders approved the agreement will be added to the agreement.
If you own shares in both Funds, you will be asked to approve both
agreements.
Q: WILL THE SUB-ADVISORY FEES BE THE SAME?
A: Yes. The sub-advisory fees that NBAI pays out of its advisory fees to
Marsico Capital will remain the same after the Transaction.
Q: WHO MAY I CALL FOR MORE INFORMATION?
A: Please call Nations Fund Trust at (800) 652-5096 for more information about
the Transaction.
Q: WHO IS PAYING FOR THIS PROXY SOLICITATION AND ANY OTHER COSTS
ASSOCIATED WITH THIS TRANSACTION?
A: NationsBank, or its affiliates, will bear all costs related to this proxy
solicitation. You and your Fund will not bear any of these costs.
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PROXY STATEMENT
December 18, 1998
NATIONS FUND TRUST
101 South Tryon Street
33rd Floor
Charlotte, North Carolina 28255
Telephone: (800) 652-5096
This Proxy Statement is being furnished to Shareholders of Nations
Marsico Focused Equities Fund and Nations Marsico Growth & Income Fund (each a
"Fund") of Nations Fund Trust ("Nations Fund") in connection with the
solicitation of proxies by the Board of Trustees of Nations Fund, to be used at
a Special Meeting of Shareholders (the "Special Meeting") of the Funds, to be
held on Monday, January 25, 1999 beginning at 10:00 a.m. (Eastern time) at 101
South Tryon Street, 33rd Floor, Charlotte, North Carolina 28255. Your proxy is
being solicited for the purposes set forth in the accompanying Notice of Special
Meeting.
Shareholders of record of the Funds at the close of business on
December 2, 1998 (the "Record Date"), are entitled to notice of and to vote at
the Special Meeting or any adjournment(s) thereof. As of the Record Date, there
were 19,064,782 outstanding shares of the Nations Marsico Focused Equities Fund
and 7,755,206 outstanding shares of the Nations Marsico Growth & Income Fund.
This proxy statement is first being mailed to Shareholders on or about December
18, 1998.
APPROVAL OF NEW SUB-ADVISORY AGREEMENT WITH MARSICO CAPITAL
Background
Nations Marsico Focused Equities Fund is a non-diversified open-end
investment company and Nations Marsico Growth & Income Fund is a diversified,
open-end investment company. Both Funds are advised by NationsBanc Advisors,
Inc. ("NBAI"), which is a wholly owned subsidiary of NationsBank, N.A.
("NationsBank"), which in turn is a wholly owned banking subsidiary of
BankAmerica Corporation ("BankAmerica"), a bank holding company. NBAI has its
principal offices at One NationsBank Plaza, Charlotte, North Carolina 28255.
Stephens Inc. ("Stephens"), which is unaffiliated with BankAmerica, NationsBank
or NBAI, and has its principal offices at 111 Center Street, Little Rock,
Arkansas 72201, serves as distributor of the Funds' shares. NBAI and Stephens
each serve as co-administrators for Nations Fund. Sub-advisory services are
provided to the Funds by Marsico Capital Management, LLC ("Marsico Capital")
pursuant to a sub-advisory agreement among NBAI, Marsico Capital and Nations
Fund on behalf of each Fund (the "Current Sub-Advisory Agreement").
On November 5, 1998, Thomas F. Marsico, Marsico Management Holdings,
LLC, Marsico Fund Advisors, LLC, Marsico Capital and TFM Holdings, LLLP ("TFM
Holdings") entered into a Purchase Agreement with NationsBank, pursuant to which
NationsBank agreed to
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buy 50% of Marsico Capital pursuant to an Option Agreement, dated September 30,
1997, among the same parties, as modified by a letter agreement dated November
5, 1998 (the "Transaction"). The Transaction will not affect Marsico Capital's
day-to-day operations, its investment process, or its portfolio management team.
The investment objectives and policies of the Funds will remain the same. The
Transaction will have no effect on the number of shares you own or the value of
those shares. The advisory fees and expenses paid by the Funds will not increase
as a result of the Transaction.
Consummation of the Transaction would likely result in a "change in
control" of Marsico Capital, and therefore constitute an "assignment" of the
Current Sub-Advisory Agreement within the meaning of Section 2(a)(4) of the
Investment Company Act of 1940 (the "1940 Act"). By operation of law, and
consistent with the express terms of the Current Sub-Advisory Agreement, this
assignment would result in an immediate termination of such Agreement. In
anticipation of the Transaction and to ensure a continuity of sub-advisory
services to the Funds, the Board of Trustees of Nations Fund has approved a new
sub-advisory agreement among NBAI, Marsico Capital and Nations Fund, on behalf
of the Funds (the "New Sub-Advisory Agreement"). A copy of the form of the New
Sub-Advisory Agreement is attached hereto as Exhibit A. EXCEPT FOR THE EXECUTION
DATE, THE TERMS OF THE NEW SUB-ADVISORY AGREEMENT ARE IDENTICAL TO THE TERMS OF
THE CURRENT SUB-ADVISORY AGREEMENT.
Board of Trustees Recommendation
Marsico Capital currently serves as the sub-adviser to the Funds
pursuant to the Current Sub-Advisory Agreement, which is dated as of December
31, 1997, and was approved by the sole shareholder of the Funds on December 31,
1997. The New Sub-Advisory Agreement was approved by the Board of Trustees of
Nations Fund, including a majority of the Trustees who are not interested
persons, as that term is defined in the 1940 Act, of Nations Fund, and who will
not be interested persons of Marsico Capital (the "Non-Interested Trustees"), at
a regular meeting held on November 5-6, 1998, contingent on Shareholder approval
of the New Sub-Advisory Agreement.
At the November 5-6, 1998 meeting, the Board of Nations Funds was
informed of the Transaction, and the resulting assignment of the Funds' Current
Sub-Advisory Agreement. The Board was provided with information concerning the
New Sub-Advisory Agreement and was informed of the standards that it should
apply in determining whether to approve the New Sub-Advisory Agreement. The
information provided by Marsico Capital and NBAI to the Board included a
description of the Transaction and a discussion of how the Transaction would
affect Marsico Capital's ability to perform its duties as set forth in the New
Sub-Advisory Agreement.
In the course of the November 5-6 meeting, the Board was advised by
NBAI and Marsico Capital that it was not expected that the Transaction would
have a material effect on the operations of the Funds or their shareholders.
Marsico Capital also noted that the Transaction did not contemplate any change
in the operations of Marsico Capital and that the structure of Marsico Capital
will remain largely unchanged. The Board was further informed that Thomas F.
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Marsico would continue to serve as the Chairman and Chief Executive Officer of
Marsico Capital and as the portfolio manager of the Funds.
At the November 5-6 meeting, the Trustees, including the Non-Interested
Trustees, unanimously approved the New Sub-Advisory Agreement. The Board based
its decision to recommend the approval of the New Sub-Advisory Agreement on the
following material factors: (i) except for the execution date, the identical
terms of the New Sub-Advisory Agreement, the sub-advisory fees, and the level of
service provided to the Funds; (ii) the financial strength of both Marsico
Capital and NationsBank; (iii) the continued employment by Marsico Capital of
investment professionals previously employed by Marsico Capital to manage the
assets of the Funds; (iv) the management, personnel, experience and operations
contemplated with respect to Marsico Capital following the change of control,
including the depth and investment experience of the portfolio management staff
of Marsico Capital, including those persons who would be involved in the daily
management of the Funds; and (v) the strong investment record of Marsico Capital
in managing the Funds. In making its decision to recommend approving the New
Sub-Advisory Agreement, the factors that the Board considered most important
were the absence of changes to the level of service provided to the Funds, the
continuation of the sub-advisory fee to be charged under the New Sub-Advisory
Agreement, except for the execution date, the identical terms contained in the
New Sub-Advisory Agreement to those contained in the Current Sub-Advisory
Agreement and the composition of Marsico Capital's advisory personnel. The
Trustees based their determinations in this regard on discussions with
representatives of NationsBank, NBAI and Marsico Capital at the meeting and a
review of materials presented by NationsBank, NBAI and Marsico Capital. These
materials included a form of the New Sub-Advisory Agreement.
Information Regarding the Transaction
Under the Transaction Agreement, NationsBank will pay Mr. Marsico and
TFM Holdings, a Colorado limited liability limited partnership whose partners
are certain employees of Marsico Capital and family members of Mr. Marsico, $120
million in cash to acquire (i) 100% of the ownership interest in Marsico
Management Holdings ("MMH"), a Delaware limited liability company, and (ii) a
50% ownership interest in Marsico Capital. Upon the closing of the Transaction,
MMH will become a wholly-owned subsidiary of NationsBank. In addition,
NationsBank expects to contribute its ownership interest in Marsico Capital to
MMH, such that Marsico Capital will be a 50%-owned subsidiary of MMH.
Following the completion of the Transaction, Marsico Capital's Limited
Liability Company Agreement will be amended and restated ("Amended LLC
Agreement") to reflect the change in ownership of Marsico Capital. Under the
Amended LLC Agreement, Marsico Capital will be managed by a board of directors
consisting of six members, three to be appointed by TFM Holdings and three to be
appointed by NationsBank.
The names and principal occupations of the initial Marsico
Capital-designated directors of Marsico Capital are as follows: Thomas F.
Marsico, Chairman and Chief Executive Officer of Marsico Capital; Barbara M.
Japha, President of Marsico Capital; and Christopher J.
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Marsico, Chief Operating Officer of Marsico Capital. The address for each of
these individuals is 1200 17th Street, Suite 1300, Denver, CO 80202.
The names, addresses and principal occupations of the initial
NationsBank-designated directors of Marsico Capital are as follows: Michael E.
O'Neill, President, Principal Investing and Wealth Management, of Bank of
America, 555 California Street, San Francisco, CA 94104, 40th Floor, Owen G.
Shell, Jr., President, Wealth Management, of NationsBank, NationsBank Plaza, 800
Market Street, St. Louis, MO 63101-2607 and Robert H. Gordon, Senior Vice
President, Consumer Investing Group, NationsBank and President of NBAI,
NationsBank Plaza, 101 South Tryon Street, Charlotte, NC 28255-0001.
The Transaction is subject to a number of conditions, including
approval by the Funds' shareholders of the New Sub-Advisory Agreement with
Marsico Capital. In addition, the Transaction is contingent on receiving
shareholder approval of other investment company portfolios for which Marsico
Capital serves in an investment advisory capacity, as well as the consent of
Marsico Capital's other investment advisory clients. In addition, certain
regulatory approvals may need to be obtained prior to the consummation of the
Transaction.
NationsBank, a national banking association having its principal place
of business in Charlotte, North Carolina, is a subsidiary of BankAmerica
Corporation. The merger of BankAmerica Corporation and NationsBank Corporation
on September 30, 1998, resulted in the second largest banking organization in
the United States, BankAmerica Corporation, with approximately $570 billion in
assets serving approximately 30 million households. BankAmerica corporation is
also the world's largest banking group in terms of market capitalization (over
$139.5 billion).
The information concerning the Transaction has been provided to the
Funds by Marsico Capital, and the information concerning NationsBank has been
provided to the Funds by NationsBank.
Information Regarding the New Sub-Advisory Agreement
Except for the execution date, the terms of the New Sub-Advisory
Agreement are identical to the terms of the current Sub-Advisory Agreement.
Under the New Sub-Advisory Agreement, Marsico Capital will be entitled to
receive a sub-advisory fee at the annual rate of 0.45% of the average daily net
assets of the Funds. Marsico Capital is entitled to receive an identical fee
under the Current Sub-Advisory Agreement. The duties that Marsico Capital will
be required to perform under the New Sub-Advisory Agreement are the same as
those provided by Marsico Capital under the Current Sub-Advisory Agreement. In
addition, there will be no material changes in the personnel who provide
services under the New Sub-Advisory Agreement. Accordingly, the Funds would
receive the same sub-advisory services, provided in the same manner and at the
same fee levels, as it receives under the Current Sub-Advisory Agreement.
Both the Current and New Sub-Advisory Agreements provide the Funds with
continuing sub-advisory services. NBAI, as investment adviser to the Funds, has
retained
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Marsico Capital, as the sub-adviser, to render investment research and
sub-advisory services to NBAI and Nations Fund, with respect to the Funds, under
the supervision of Nations Fund's Board of Trustees.
Pursuant to both the Current and New Sub-Advisory Agreements, Marsico
Capital will determine from time to time what securities and other investments
will be purchased, retained or sold by the Funds and will place the daily orders
for the purchase or sale of securities. Under both Agreements, Marsico Capital
also: will provide additional services related to the continuous investment
program, including recordkeeping services; will comply with all applicable rules
and regulations of the Securities and Exchange Commission; will use the same
skill and care in providing such services as it uses in providing services to
fiduciary accounts for which it has investment responsibilities; will use its
best efforts to seek on behalf of the Funds the best overall terms available
when executing portfolio transactions, and in evaluating the best overall terms
available, may consider the brokerage and research services provided to the
Funds and/or other accounts over which Marsico Capital exercises investment
discretion.
Both the Current and New Sub-Advisory Agreements also provide that Marsico
Capital will pay all expenses incurred by it in connection with its activities
under each Agreement other than the cost of securities purchased or sold for the
Funds. In addition, each Agreement provides that Marsico Capital shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
NBAI or Nations Fund in connection with the performance of each agreement,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of Marsico Capital.
During the fiscal period ended March 31, 1998, the fees paid to Marsico
Capital under the Current Sub-Advisory Agreement amounted to $14,311 for Nations
Marsico Focused Equities Fund and $5,780 for Nations Marsico Growth & Income
Fund.
Pursuant to the New Sub-Advisory Agreement, Marsico Capital, subject to
the policies and control of Nations Fund's Board of Trustees and the overall
supervision of NBAI, would render research and advisory services to NBAI and
Nations Fund with respect to the Funds, in accordance with the investment
objectives, policies and restrictions of the Funds. NBAI retains authority over
the management of the Funds and the investment and disposition of the Funds'
assets, and NBAI may reject any investment recommendation or decision for the
Funds if it determines that such recommendation or decision is not consistent
with the best interests of the Funds.
If approved by Shareholders at the Special Meeting, the New
Sub-Advisory Agreement will remain in effect for a two-year period following the
date of such approval. Thereafter, the New Sub-Advisory Agreement will continue
in effect for successive periods not to exceed one year, provided that such
continuance is specifically approved at least annually by the Board of Trustees
of Nations Fund, or by a vote of a majority of the outstanding shares of each of
the Funds, and in either case by a majority of the Non-Interested Trustees. The
New Sub-Advisory Agreement may be terminated on 60 days' written notice at any
time by NBAI, without the payment of any penalty, by a vote of a majority of a
Fund's outstanding voting securities or
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by a vote of a majority of Nations Fund's Board of Trustees. The New
Sub-Advisory Agreement will terminate automatically in the event of its
assignment. The New Sub-Advisory Agreement provides that Marsico Capital shall
not be liable for any act or omission in the course of, or connected with,
rendering services thereunder, except by reason of Marsico Capital's willful
misfeasance, bad faith or negligence in the performance of its duties, or by
reckless disregard of its duties and obligations thereunder.
In the event that the New Sub-Advisory Agreement is not approved by the
Funds' shareholders, the Transaction will not proceed and the Current
Sub-Advisory Agreement will remain in full force and effect.
Information Regarding the Sub-Adviser
Marsico Capital was established in September 1997 by Thomas F. Marsico
and TFM Holdings. It is a Delaware limited liability company. The principal
source of Marsico Capital's income is professional fees received from providing
continuing investment advice. Marsico Capital provides investment advice to
mutual funds that are distributed to retail investors as well as mutual funds
that serve as funding vehicles for variable life insurance policies and variable
annuity contracts. Marsico Capital also provides investment advice to
institutions and individuals. Prior to forming Marsico Capital, Mr. Marsico
served as the portfolio manager of the Janus Twenty Fund from January 31, 1988
through August 11, 1997 and served in the same capacity for the Janus Growth &
Income Fund from May 31, 1991 through August 11, 1997.
Marsico Capital is located at 1200 17th Street, Suite 1300, Denver, CO
80202.
The Board of Directors of Marsico Capital is currently comprised of
Thomas F. Marsico, the Chairman and Chief Executive Officer; Barbara M. Japha,
the President; and Christopher J. Marsico, the Chief Operating Officer.
It is contemplated that Marsico Capital will also be retained as
sub-adviser to two portfolios of Nations Annuity Trust, a registered investment
company in the Nations Funds Family. The Shareholders of the portfolios of
Nations Annuity Trust also have been asked to approve a new sub-advisory
agreement with Marsico Capital at a meeting scheduled for January 25, 1999. In
addition, Marsico Capital also provides investment advisory services to two
funds of The Marsico Investment Fund, a registered investment company which is
not a member of the Nations Funds Family. The shareholders of the funds of The
Marsico Investment Fund have been asked to approve a new advisory agreement with
Marsico Capital at a meeting scheduled in January, 1999. The asset size and
current sub-advisory fees (advisory fees with respect to The Marsico Investment
Fund) (as a percent of average daily net assets) for such funds are as follows:
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Asset Size Annual
Fund Name (as of 12/8/98) Sub-Advisory Fee
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Nations Marsico Focused Equities Portfolio $278,177,529 0.45%
Nations Marsico Growth & Income Portfolio $104,279,375 0.45%
Marsico Focus Fund $869,900,614* 0.85%
Marsico Growth & Income Fund $317,944,525* 0.85%
- -------------------
* Asset size as of 9/30/98
No officer or director of Nations Fund is an officer, employee,
director, general partner or shareholder of NationsBank, Marsico Capital or
affiliates thereof.
NATIONS FUND'S BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE TO APPROVE
THE NEW SUB-ADVISORY AGREEMENT AMONG NBAI, MARSICO CAPITAL AND NATIONS FUND ON
BEHALF OF THE FUNDS.
MISCELLANEOUS
Procedural Matters
Each Shareholder of each Fund will be entitled to one vote for each
whole share and a fractional vote for each fractional share held by such
Shareholder with respect to any proposal on which the Shareholder is entitled to
vote. Shareholders holding a majority of the outstanding shares of a Fund at the
close of business on the Record Date will constitute a quorum for the approval
of the proposal described in the accompanying Notice of Special Meeting and in
this Proxy Statement (the "Proposal").
As used herein, a "1940 Act Vote" of the shares of a Fund means a vote
of the holders of the lesser of (a) more than fifty percent (50%) of the
outstanding shares of a Fund or (b) sixty-seven percent (67%) or more of the
shares of a Fund present at the meeting if more than fifty percent (50%) of the
outstanding shares of the Fund are represented at the meeting in person or by
proxy. All shares will be voted on a combined, Fund-wide basis, and not by
class. A 1940 Act Vote of the shares of each Fund is required to approve the
Proposal.
Since both Funds must approve a New Sub-Advisory Agreement with Marsico
Capital, if you own shares of both Funds, you should ensure that you respond to
both proxy cards.
7
<PAGE>
Shareholders of Nations Marsico Focused Equities Fund will be voting on
the Proposal separately from shareholders of Nations Marsico Growth & Income
Fund.
Any proxy card 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 instructions, any such proxy card will be voted in favor of the
Proposal. 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 shares of the Fund present at the Special Meeting.
For this reason, abstentions and broker non-votes will have the effect of a vote
against the Proposal.
If, by the time scheduled for the Special Meeting, a quorum is not
present, or if a quorum is present but sufficient votes in favor of the Proposal
are not received, the persons named as proxies may move for one or more
adjournments of the Special Meeting to permit further solicitation of proxies
with respect to the Proposal. Any such adjournment(s) will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Special Meeting to be adjourned. The persons named as proxies
will vote in favor of such adjournment(s) those shares which they are entitled
to vote which have voted in favor of the Proposal. They will vote against any
such adjournment(s) those proxies required to be voted against the Proposal.
The duly appointed proxies may, in their discretion, vote upon such
other matters as 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
Proposal. A Shareholder of a Fund 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 Nations Fund, at the address
set forth on the cover page of this Proxy Statement, or by attending the Special
Meeting in person to vote the Shares held by such Shareholder.
Signed but unmarked proxy cards will be counted in determining whether
a quorum is present and will be voted in favor of the Proposal.
Additional Information
Nations Fund will furnish, without charge, a copy of the annual report
and most recent semi-annual report, succeeding the annual report, if any, by
writing Nations Fund Trust 101 South Tryon Street, 33rd Floor, Charlotte, North
Carolina 28255, or by calling (800) 652-5096. Nations Fund is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and the 1940 Act, and in accordance therewith files reports, proxy
material and other information with the Securities and Exchange Commission (the
8
<PAGE>
"SEC"). Such reports, proxy materials and other information may be inspected and
copied (at prescribed rates) at the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549.
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 NationsBank, or its affiliates. Proxies will be
solicited in the initial, and any supplemental, solicitation by mail and may be
solicited in person, by telephone, telegraph, telefacsimile, or other electronic
means by officers of Nations Fund, personnel of NationsBank and/or Stephens, or
an agent of Nations Fund for compensation to be paid by the NationsBank and/or
Stephens.
Substantial Shareholders
As of the close of business on the record date, there were no persons
known to Nations Fund to be beneficial or record owners of 5% or more of the
outstanding Shares of either Fund, except as follows:
No. of Shares
Owned Beneficially Percentage of
Name and Address or of Record Fund Owned
---------------- ------------- -------------
Nations Marsico Focused
Equities Fund:
- -------------
Charles Schwab & Co. Inc. 1,710,379.933 8.47%
Special Custody Account
For Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
75202-2911
NationsBank, N.A. 1,243,480.643 6.16%
Attn: Tony Farrer
1401 Elm Street
11th Floor
Dallas, TX 75202-2911
9
<PAGE>
No. of Shares
Owned Beneficially Percentage of
Name and Address or of Record Fund Owned
---------------- ------------- -------------
Nations Marsico Growth & Income Fund:
Merrill Lynch, Pierce, Fenner & 1,048,165.635 12.87%
Smith Inc. For the Sole Benefit
Of Its Customers
Attn: Service Team
4800 Deer Lake Drive East 3rd
Floor
Jacksonville, FL 32246
Charles Schwab & Co. Inc. 636,338.947 7.79%
Special Custody Acct
For Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
As of the close of business on the Record Date, the officers and
Trustees of Nations Fund as a group beneficially owned less than 1% of the
outstanding Shares of either Fund.
Affiliated Broker Commissions
For the fiscal year ended March 31, 1998, the following affiliated
broker commissions were paid on behalf of the Funds:
Nations Marsico Focused Equities Fund:
Nations Montgomery Securities LLC $23,832.88
Nations Marsico Growth & Income Fund:
Nations Montgomery Securities LLC $10,751.51
Other Business
The Board of Trustees of Nations Fund 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 the Proposal, it is their
intention that Proxy Cards which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named as proxies.
10
<PAGE>
Future Shareholder Proposals
Pursuant to rules adopted by the SEC under 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 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 Nation Fund's proxy statement and
is subject to limitations under the 1934 Act. It is not presently anticipated
that Nations Fund will hold regular meetings of Shareholders, and no anticipated
date of the next meeting can be provided.
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, EITHER IN THE
ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT (704)
388-2641. 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
Richard H. Blank, Jr.
Secretary
December 18, 1998
11
<PAGE>
(This Page Intentionally Left BAlnk)
<PAGE>
EXHIBIT A
SUB-ADVISORY AGREEMENT
NATIONS FUND TRUST
THIS AGREEMENT is made as of this ____ day of January, 1999, by and between
NATIONSBANC ADVISORS, INC., a North Carolina corporation (the "Adviser"),
MARSICO CAPITAL MANAGEMENT, LLC, a Delaware limited liability corporation (the
"Sub-Adviser"), and NATIONS FUND TRUST, a Massachusetts business trust (the
"Trust"), on behalf of those portfolios of the Trust now or hereafter identified
on Schedule I hereto (each a "Fund" and collectively, the "Funds").
WHEREAS, the Trust is registered with the Securities and Exchange Commission
(the "Commission") as an open-end, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser is registered with the Commission under the Investment
Advisers Act of 1940, as amended (the "Advisers Act") as an investment adviser;
and
WHEREAS, the Sub-Adviser also is registered with the Commission under the
Advisers Act as an investment adviser; and
WHEREAS, the Adviser and the Trust have entered into an Investment Advisory
Agreement dated January 1, 1996, as amended thereto (the "Investment Advisory
Agreement"), pursuant to which the Adviser shall act as investment adviser with
respect to the Funds; and
WHEREAS, pursuant to such Investment Advisory Agreement, the Adviser, with
the approval of the Trust, wishes to retain the Sub-Adviser for purposes of
rendering advisory services to the Adviser and the Trust in connection with the
Funds upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. Appointment of Sub-Adviser. The Adviser hereby appoints, and the Trust
hereby approves, the Sub-Adviser to render investment research and advisory
services to the Adviser and the Trust with respect to the Funds, under the
supervision of the Adviser and subject to the policies and control of the
Trust's Board of Trustees, and the Sub-Adviser hereby accepts such appointment,
all subject to the terms and conditions contained herein.
2. Investment Services. Subject to the supervision of the Adviser and the
Trust's Board of Trustees, the Sub-Adviser will provide a continuous investment
program for each Fund, including investment research and management with respect
to all securities, investments, cash and cash equivalents in each Fund. The
Sub-Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Funds and will place the
daily orders for the purchase or sale of securities. The Sub-Adviser will
provide the services rendered by it under this Agreement in accordance with each
Fund's investment objective, policies and restrictions as stated in the
Prospectus and votes of the Trust's Board of Trustees.
A-1
<PAGE>
The Sub-Adviser shall provide such additional services related to the continuous
investment program, including recordkeeping services, as may reasonably be
requested from time to time by the Trust or the Adviser.
3. Control by Board of Trustees. As is the case with respect to the Adviser
under the Investment Advisory Agreement, any investment activities undertaken by
the Sub-Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Adviser with respect to the Trust, shall at all times be
subject to any directives of the Board of Trustees of the Trust.
4. Other Covenants. In carrying out its obligations under this Agreement,
the Sub-Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Commission and will in addition conduct its activities under this Agreement in
accordance with other applicable law, including but not limited to the 1940 Act
and the Advisers Act;
(b) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(c) will not make loans to any person to purchase or carry Fund shares;
(d) will place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or dealer. Subject to
the other provisions of this paragraph, in executing portfolio transactions and
selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek
on behalf of each Fund the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Adviser shall consider all
factors that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the broker/dealer to execute
a particular transaction, the Sub-Adviser may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) provided to the Fund and/or other accounts
over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises
investment discretion. The Sub-Adviser is authorized, subject to the prior
approval of the Trust's Board of Trustees, to pay to a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for any Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer-viewed in terms of that particular
transaction or in terms of the overall responsibilities of the Sub-Adviser to
the particular Fund and to the Trust. In addition, the Sub-Adviser is authorized
to take into account the sale of shares of the Trust in allocating purchase and
sale orders for portfolio securities to brokers or dealers (including brokers
and dealers that are affiliated with the Sub-Adviser or the Trust's principal
underwriter), provided that the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with other
qualified firms. In no instance, however, will
A-2
<PAGE>
portfolio securities be purchased from or sold to the Sub-Adviser or the Trust's
principal underwriter for the Funds or an affiliated person of either acting as
principal or broker, except as permitted by the Commission or applicable law;
(e) will maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking operations
of its affiliates, if any. In making investment recommendations for a Fund, its
investment advisory personnel will not inquire or take into consideration
whether the issuer (or related supporting institution) of securities proposed
for purchase or sale for the Fund's account are customers of the commercial
departments of its affiliates. In dealing with commercial customers, such
commercial departments will not inquire or take into consideration whether
securities of those customers are held by the Fund; and
(f) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior, present
or potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
(except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld and will be
deemed granted where the Sub-Adviser may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Trust).
5. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are deemed not to be exclusive, and the Sub-Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. To the extent that the purchase or sale of securities
or other investments of the same issuer may be deemed by the Sub-Adviser to be
suitable for two or more accounts managed by the Sub-Adviser, the available
securities or investments may be allocated in a manner believed by the
Sub-Adviser to be equitable to each account. It is recognized that in some cases
this procedure may adversely affect the price paid or received by a Fund or the
size of the position obtainable for or disposed of by a Fund.
6. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for each Fund are the property of the Trust and further agrees to
surrender promptly to the Adviser or the Trust any of such records upon request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
7. Expenses. During the term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased or sold
for the Funds. In addition, the Sub-Adviser acknowledges that the Adviser has
agreed, pursuant to the Investment Advisory Agreement, that, if the aggregate
expenses borne by any Fund in any fiscal year exceed the applicable expense
limitations imposed by the securities regulations of any state in which its
shares are registered or qualified for sale to the public, the Adviser together
with the Fund's administrator(s) shall
A-3
<PAGE>
reimburse such Fund for such excess in proportion to the fees otherwise payable
to them for such year.
8. Compensation. For the services provided to each Fund and the expenses
assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser and the
Sub-Adviser will accept as full compensation therefor a fee for that Fund
determined in accordance with Schedule I attached hereto. The Adviser and the
Sub-Adviser may, from time to time, agree to reduce, limit or waive the amounts
payable hereunder with respect to one or more Funds for such period or periods
they deem advisable. It is understood that the Adviser shall be responsible for
the Sub-Adviser's fee for its services hereunder, and the Sub-Adviser agrees
that it shall have no claim against the Trust or the Fund with respect to
compensation under this Agreement.
9. Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Adviser or
the Trust in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Sub-Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement.
10. Duration and Termination. This Agreement shall become effective with
respect to a Fund when approved by the Trustees of the Trust, and if so approved
shall continue in effect for a period of two years. This Agreement shall
thereafter continue from year to year, provided that the continuation of the
Agreement is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of a Fund (as defined in Section
2(a)(42) of the 1940 Act); and
(b) by the affirmative vote of a majority of the Trust's Trustees who
are not parties to this Agreement or "interested persons" (as defined in the
1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by
votes cast in person at a meeting specifically called for such purpose.
Notwithstanding the foregoing, this Agreement may be terminated as to any Fund
at any time, without the payment of any penalty, by the Trust (by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of the particular Fund), or by the Sub-Adviser or Adviser on sixty
(60) days' written notice to the other parties to this Agreement. The notice
provided for herein may be waived by the party entitled to receipt thereof. This
Agreement will immediately terminate in the event of its assignment. As used in
this Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meanings as such terms
have in the 1940 Act.
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement affecting a
Fund shall be effective until approved by vote of a majority of the outstanding
voting securities of such Fund. However, this shall not prevent the Sub-Adviser
from reducing, limiting or waiving its fee.
A-4
<PAGE>
12. Release. The names "Nations Fund Trust" and "Trustees of Nations Fund Trust"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated May 6, 1985, which is hereby referred to and a copy of which is on
file at the office of the Secretary of The Commonwealth of Massachusetts and the
principal office of the Trust. The obligations of "Nations Fund Trust" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders, or representatives of the Trust
personally, but bind only the Trust property, and all persons dealing with any
class of shares of the Trust must look solely to the property belonging to such
class for the enforcement of any claims against the Trust.
13. Use of the Name "Marsico". Sub-Adviser hereby consents to and grants a
non-exclusive license for the use by the Trust to the phrase "Marsico Capital,"
the identifying word "Marsico" in the name of the Funds and any logo or symbol
authorized by the Sub-Adviser. Such consent is conditioned upon the Trust's
employment of Sub-Adviser or its affiliates as sub-investment adviser to the
Funds. Sub-Adviser may from time to time use the phrase "Marsico Capital" or the
identifying word "Marsico" or logos or symbols used by Sub-Adviser in other
connections and for other purposes, including without limitation in the names of
other investment companies, corporations or businesses that it may manage,
advise, sponsor or own or in which it may have a financial interest. Sub-Adviser
may require the Trust to cease using the phrase "Marsico Capital" or the
identifying word "Marsico" in the name of the Funds or any logo or symbol
authorized by Sub-Adviser if the Trust ceases to employ Sub-Adviser or an
affiliate thereof as sub-investment adviser.
14. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and shall be governed by Delaware law.
15. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
A-5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
NATIONS FUND TRUST
on behalf of the Funds
By: ________________________________
A. Max Walker
President and Chairman of the
Board of Trustees
NATIONSBANC ADVISORS, INC.
By: ________________________________
Edward D. Bedard
Senior Vice President
MARSICO CAPITAL MANAGEMENT, LLC
By: ________________________________
Barbara M. Japha
President and General Counsel
A-6
<PAGE>
SCHEDULE I
The Adviser shall pay the Sub-Adviser as full compensation for services
provided and expenses assumed hereunder a sub-advisory fee for each Fund,
computed daily and payable monthly at the annual rates listed below as a
percentage of the average daily net assets of the Fund:
-----------------------------------------------------------------
Rate of
Portfolio Compensation
-----------------------------------------------------------------
Nations Marsico Focused Equities Fund 0.45%
-----------------------------------------------------------------
Nations Marsico Growth & Income Fund 0.45%
-----------------------------------------------------------------
Approved: January ___, 1999
A-7
<PAGE>
*********************************APPENDIX***************************************
Please fold and detach card at perforation before mailing
NATIONS MARSICO FOCUSED EQUITIES FUND
Special Meeting of Shareholders-January 25, 1999
The undersigned hereby appoints Richard H. Blank, Jr., Louise P.
Newcomb and James E. Banks, Jr. (the "Proxies"), and each of them, attorneys and
proxies of the undersigned, each with power of substitution and resubstitution,
to attend, vote and act for the undersigned at the Special Meeting of
Shareholders of Nations Marsico Focused Equities Fund (the "Fund") of Nations
Fund Trust ("Nations Fund") to be held at 101 South Tryon Street, 33rd Floor,
Charlotte, North Carolina 28255, at 10:00 a.m. (Eastern time) on Monday, January
25, 1999, and at any adjournment(s) thereof. The Proxies shall cast votes
according to the number of shares of the Fund which the undersigned may be
entitled to vote with respect to the proposal set forth on the reverse side, in
accordance with the specification indicated, if any, and shall have all the
powers which the undersigned would possess if personally present. The
undersigned hereby revokes any prior proxy to vote at such meeting, and hereby
ratifies and confirms all that said Proxies, or any of them, may lawfully do by
virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED DECEMBER 18, 1998.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE FUND AND
NATIONS FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
EITHER IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND
BACK) AT (XXX) XXX-XXXX.
---------------------------------
---------------------------------
Please sign above exactly as your name(s)
appear(s) hereon. Corporate proxies
should be signed in full corporate name
by an authorized officer. Each joint
owner should sign personally. Fiduciaries
should give full titles as such.
<PAGE>
Please fold and detach card at perforation before mailing
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL.
1. To approve the new investment sub-advisory agreement among NationsBanc
Advisors, Inc., Marsico Capital Management, LLC and Nations Fund Trust
on behalf of the Fund.
FOR AGAINST ABSTAIN
|_| |_| |_|
In their discretion, the Proxies, and each of them, are authorized to vote
upon any other business that may properly come before the meeting, or any
adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
---------------------------------
(Please Date)
<PAGE>
Please fold and detach card at perforation before mailing
NATIONS MARSICO GROWTH & INCOME FUND
Special Meeting of Shareholders-January 25, 1999
The undersigned hereby appoints Richard H. Blank, Jr., Louise P.
Newcomb and James E. Banks, Jr. (the "Proxies"), and each of them, attorneys and
proxies of the undersigned, each with power of substitution and resubstitution,
to attend, vote and act for the undersigned at the Special Meeting of
Shareholders of Nations Marsico Growth & Income Fund (the "Fund") of Nations
Fund Trust ("Nations Fund") to be held at 101 South Tryon Street, 33rd Floor,
Charlotte, North Carolina 28255, at 10:00 a.m. (Eastern time) on Monday, January
25, 1999, and at any adjournment(s) thereof. The Proxies shall cast votes
according to the number of shares of the Fund which the undersigned may be
entitled to vote with respect to the proposal set forth on the reverse side, in
accordance with the specification indicated, if any, and shall have all the
powers which the undersigned would possess if personally present. The
undersigned hereby revokes any prior proxy to vote at such meeting, and hereby
ratifies and confirms all that said Proxies, or any of them, may lawfully do by
virtue hereof or thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED DECEMBER 18, 1998.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE FUND AND
NATIONS FUND. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
EITHER IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND
BACK) AT (XXX) XXX-XXXX.
---------------------------------
---------------------------------
Please sign above exactly as your name(s)
appear(s) hereon. Corporate proxies
should be signed in full corporate name
by an authorized officer. Each joint
owner should sign personally. Fiduciaries
should give full titles as such.
<PAGE>
Please fold and detach card at perforation before mailing
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL.
1. To approve the new investment sub-advisory agreement among NationsBanc
Advisors, Inc., Marsico Capital Management, LLC and Nations Fund Trust
on behalf of the Fund.
FOR AGAINST ABSTAIN
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In their discretion, the Proxies, and each of them, are authorized to vote
upon any other business that may properly come before the meeting, or any
adjournment(s) thereof, including any adjournment(s) necessary to obtain
requisite quorums and/or approvals.
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(Please Date)
