SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NATIONS FUND TRUST
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) 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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) 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:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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NATIONS FUND TRUST
One Bank of America Plaza
101 South Tryon Street
Charlotte, North Carolina 28255
TELEPHONE: 800-652-5096
June 19, 1999
Dear Shareholder:
On behalf of the Board of Trustees of Nations Fund Trust (the "Trust"),
we are pleased to invite you to a special meeting of shareholders of the Trust's
Nations Marsico Focused Equities Fund and Nations Marsico Growth & Income Fund
(each a "Fund" and together the "Funds") to be held at 10:00 a.m. (Eastern time)
on August 13, 1999, at One Bank of America Plaza, 33rd Floor, Charlotte, North
Carolina (the "Meeting"). At the Meeting, you will be asked to approve the
proposed reorganization (the "Reorganization") of your Fund into a successor
mutual fund in Nations Institutional Reserves, another registered investment
company within the Nations Funds family.
THE NEW MUTUAL FUND INTO WHICH YOUR FUND WILL BE REORGANIZED (A
"SUCCESSOR FUND") WILL HAVE THE SAME NAME, INVESTMENT OBJECTIVE, PRINCIPAL
INVESTMENT STRATEGY AND INVESTMENT RISKS AS HAS YOUR FUND, and the
Reorganization will not result in any change to the investment adviser or
sub-adviser who currently manage your Fund. In addition, the Reorganization will
not result in any change to the total operating expense ratios of the various
classes of shares. Similarly, the features and services that are available to
you today will continue to be available to you as a Successor Fund shareholder
after the Reorganization. In addition, each Successor Fund will be a "feeder"
fund in a master/feeder structure, which simply means that each Successor Fund
will invest all of its assets in a master portfolio that has an identical
investment objective and principal investment strategy. More details about the
master/feeder structure are provided in the accompanying Proxy Statement.
The Reorganization is being proposed primarily for two reasons. First,
by establishing a master/feeder structure for the Successor Funds, Nations
Master Investment Trust ("NMIT"), which is the registered investment company in
the Nations Funds family that would "house" the master portfolios, would have
the potential to attract other feeders and access additional distribution
channels that would not otherwise be available if the Successor Funds operated
on a stand-alone basis. This could result in higher asset levels, which, in
turn, may lead to economies of scale for NMIT investors, including the Successor
Funds. Second, the Reorganization is part of a broader initiative to streamline
the operations of the Nations Funds family, which currently consists of several
registered investment companies. Over time, management expects to reduce the
number of registered investment companies in the fund family without necessarily
impacting investment alternatives. In addition, the Reorganization is expected
to be tax-free under federal law. More details about the purposes and reasons
for the Reorganization are provided in the Proxy Statement.
If shareholder approval is obtained and the other conditions to the
Reorganization are satisfied, it is anticipated that your Fund would be
reorganized into a corresponding Successor Fund on or about August 20, 1999,
when your Fund shares would be exchanged for shares of the same class of shares
of that corresponding Successor Fund of equal dollar value.
THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO
APPROVE THE PROPOSED REORGANIZATION.
The formal Notice of Special Meeting, a Proxy Statement and a Proxy
Ballot are enclosed. The proposed Reorganization and the reasons for the
unanimous recommendation of the Trust's Board are discussed in more detail in
the enclosed materials, which you should read carefully. If you have any
questions about the Reorganization, please do not hesitate to contact the Trust
at the toll-free number set forth above.
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We look forward to your attendance at the Meeting or receiving your
Proxy Ballot(s) so that your shares may be voted at the Meeting.
Sincerely,
A. Max Walker
President and Chairman of the Board of Trustees
YOUR VOTE IS IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE VOTE BY RETURNING YOUR PROXY BALLOT TODAY, EITHER IN THE ENCLOSED
POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE AT (704) 388-2641. YOU MAY ALSO SUBMIT
YOUR PROXY BY A TOLL-FREE PHONE CALL OR BY VOTING ON-LINE, AS INDICATED BELOW.
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TWO QUICK AND EASY WAYS TO SUBMIT YOUR PROXY
As a valued Fund shareholder, your proxy vote is important to us. That's why
we've made it faster and easier to submit your proxy at YOUR convenience, 24
hours a day. After reviewing the enclosed PROXY STATEMENT, select one of the
following quick and easy methods to submit your proxy - ACCURATELY and QUICKLY.
ON-LINE BY TOLL-FREE PHONE CALL
<S> <C>
1. Read the enclosed PROXY STATEMENT and have your 1. Read the enclosed PROXY STATEMENT and have your
PROXY BALLOT(S)* at hand. PROXY BALLOT(S)* at hand.
2. Go to Web site WWW.PROXYVOTE.COM 2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your 3. Enter the 12-digit Control Number found on your
PROXY BALLOT(S). PROXY BALLOT(S).
4. Submit your proxy using the easy-to-follow 4. Submit your proxy using the easy-to-follow
instructions. instructions.
* DO NOT MAIL THE PROXY BALLOT(S) IF SUBMITTING YOUR PROXY BY INTERNET OR TELEPHONE.
- ---------------------------------------------------------------------------------------------------------------------
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NATIONS FUND TRUST
One Bank of America Plaza
101 South Tryon Street
Charlotte, North Carolina 28255
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 13, 1999
To Nations Marsico Focused Equities Fund and Nations Marsico Growth & Income
Fund Shareholders:
PLEASE TAKE NOTE THAT a special meeting of the shareholders (the
"Meeting") of Nations Marsico Focused Equities Fund and Nations Marsico Growth &
Income Fund (the "Funds") of Nations Fund Trust. (the "Trust") will be held at
10:00 a.m., Eastern time, on August 13, 1999, at One Bank of America Plaza, 33rd
Floor, Charlotte, North Carolina, for purpose of considering and voting upon:
ITEM 1. A proposed Agreement and Plan of Reorganization, dated as of
June 15, 1999 (the "Reorganization Agreement"), by and between the
Trust, on behalf of the Funds, and Nations Institutional Reserves, on
behalf of corresponding mutual funds (the "Successor Funds"). The
Reorganization Agreement provides for the transfer of the assets and
liabilities of the Funds to the Successor Funds, in exchange for shares
of equal value of designated classes of the Successor Funds.
ITEM 2. Such other business as may properly come before the Meeting or
any adjournment(s).
Item 1 is described in the attached Proxy Statement.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE
PROPOSAL.
Shareholders of record as of the close of business on May 13, 1999 are
entitled to notice of, and to vote at, the Meeting or any adjournment(s)
thereof.
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE EACH ACCOMPANYING PROXY BALLOT, WHICH IS BEING SOLICITED
BY THE TRUST'S BOARD OF TRUSTEES. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE
MEETING. SHAREHOLDERS ALSO MAY SUBMIT PROXIES: 1) BY FACSIMILE AT (704)
388-2641; 2) BY DIALING (800) 690-6903; OR 3) ON-LINE AT WEBSITE
WWW.PROXYVOTE.COM. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED
BY SUBMITTING TO THE TRUST A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY
DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
By Order of the Board of Trustees,
Richard H. Blank, Jr.
Secretary and Treasurer
June 19, 1999
<PAGE>
PROXY STATEMENT
Dated June 19, 1999
NATIONS FUND TRUST
One Bank of America Plaza
101 South Tryon Street
Charlotte, North Carolina 28255
1-800-652-5096
This proxy statement (the "Proxy") is furnished in connection with the
solicitation of proxies by the Board of Trustees of Nations Fund Trust (the
"Trust") at a Special Meeting of Shareholders of the Trust's Nations Marsico
Focused Equities Fund and Nations Marsico Growth & Income Fund (the "Funds") to
be held August 13, 1999 at 10:00 a.m. (Eastern time) at One Bank of America
Plaza, 101 South Tryon Street, 33rd Floor, Charlotte, North Carolina. This
Special Meeting and any adjournment(s) are referred to as the "Meeting." The
Meeting has been called to consider the following proposal:
A proposed Agreement and Plan of Reorganization, dated as of
June 15, 1999 (the "Reorganization Agreement"), by and between
the Trust, on behalf of the Funds, and Nations Institutional
Reserves, on behalf of corresponding mutual funds (the
"Successor Funds"). The Reorganization Agreement provides for
the transfer of the assets and liabilities of the Funds to the
Successor Funds, in exchange for shares of equal value of
designated classes of the Successor Funds (the
"Reorganization").
The Successor Funds are referred to as "successors" because they were
created to receive the assets and liabilities and to continue the operations of
the Funds. While there are some differences between the Funds and their
corresponding Successor Funds, which are discussed below, an investment in the
Successor Funds is considered substantially the same as an investment in their
corresponding Funds.
Additional information about the Fund is available in the:
o Prospectuses for the Funds;
o Statement of Additional Information, or SAI, for the Funds; and
o The Funds' annual report to shareholders, including audited
financial statements.
All of this information is in documents filed with the Securities and
Exchange Commission. The financial statements contained in the annual reports
are legally deemed to be part of this Proxy and are incorporated by reference.
The annual reports to shareholders for the fiscal year ended March 31, 1999 have
previously been mailed to shareholders. Additional copies are available without
charge by writing the address given above or by calling 1-800-652-5096. These
documents also are available on the website of the Securities and Exchange
Commission (the "SEC") at www.sec.gov.
The Successor Funds are not yet operating mutual funds and do not yet
have a prospectus that has been declared effective by the SEC. Copies of the
effective prospectus will be provided to shareholders at the time the
Reorganization is consummated. Shareholders may, after the Reorganization,
obtain a copy of the Statement of Additional Information relating to the
Successor Funds without charge by calling 1-800-321-7854 or by writing Nations
Institutional Reserves at: Nations Institutional Reserves, c/o Stephens Inc.,
One Bank of America Plaza, 33rd Floor, Charlotte, North Carolina 28255.
It is expected that this Proxy will be mailed to shareholders on or
about June 19, 1999.
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I. DESCRIPTION OF THE REORGANIZATION
The Trust's Board of Trustees has called the Meeting to ask
shareholders to consider and vote on one proposal --approval of the
Reorganization Agreement. Please be sure to read the entire Proxy to determine
how the Reorganization will affect your investment before casting your vote.
DESCRIPTION OF THE PROPOSAL
At meetings held in March and May 1999, the Trust's Board of Trustees
(including a majority of the independent Board members, meaning those who are
not "interested persons" under the Investment Trust Act of 1940 (the "1940
Act")) voted to approve the Reorganization. At the Meeting, the shareholders of
the Fund will be asked to approve the Reorganization. If shareholder approval is
obtained, and the other conditions to the closing are met, shareholders of a
Fund will receive shares of a corresponding Successor Fund equal in value to
their holdings of Fund shares immediately before the Reorganization. Each Fund
will then be terminated and liquidated.
The dollar value and class of the Successor Fund shares received by
Fund shareholders in the Reorganization will be identical to the dollar value
and class of the Fund shares owned by each Fund shareholder immediately before
the Reorganization. EACH SUCCESSOR FUND WILL HAVE THE SAME INVESTMENT OBJECTIVE,
PRINCIPAL INVESTMENT STRATEGY AND INVESTMENT RISKS AS ITS CORRESPONDING FUND,
AND THE REORGANIZATION WILL NOT RESULT IN ANY CHANGE TO THE IDENTITY OF THE
INVESTMENT ADVISER AND INVESTMENT SUB-ADVISER WHO CURRENTLY MANAGE THE FUNDS.
Similarly, the features and services that are available to Fund shareholders
today will continue to be available to Successor Fund shareholders after the
Reorganization. However, the Successor Fund differs in some respects from the
Fund, and these differences are described in more detail below.
The Meeting is scheduled for August 13, 1999, and the Reorganization,
if approved, is expected to occur on or about August 20, 1999.
DESCRIPTION OF THE REORGANIZATION AGREEMENT
The Reorganization Agreement is the governing document of the
Reorganization. Among other things, it provides for (i) the transfer of all of
the assets and liabilities of the Fund to the Successor Fund in exchange for
shares of equal value of designated classes of the Successor Fund; and (ii) the
distribution of such Successor Fund shares to shareholders of the Fund in
liquidation of the Fund. The completion of the Reorganization is conditioned
upon the Trust and Nations Institutional Reserves receiving an opinion from
counsel that the exchange contemplated by the Reorganization will be tax-free.
The Reorganization Agreement includes a number of other conditions to completion
of the Reorganization , sets forth representations and warranties of the parties
and describes the mechanics of the transaction.
As is discussed in more detail below, each Successor Fund will be a
"feeder" in a master/feeder structure, which simply means that each Successor
Fund will invest all of its assets in a master portfolio that has an identical
investment objective and principal investment strategy as the feeder. In
exchange for investing its assets in a master portfolio, Nations Master
Investment Trust ("NMIT"), the registered investment company that would "house"
such master portfolio, will issue an "interest" in such master portfolio
(similar to a share) to each Fund. Operationally, this exchange--i.e., an
interest in a master portfolio in return for the assets of a Fund--will occur
simultaneously with the closing of the Reorganization and will be governed by
separate agreement.
The Reorganization Agreement also notes that Fund shareholders will
bear the expenses associated with the Reorganization, including the cost of
soliciting proxies to obtain shareholder approval. A.D.P. Proxy Services, Inc.
has been hired to conduct the proxy solicitation, which largely involves mailing
and recordkeeping services, including vote tabulation. The cost of employing
A.D.P. is expected to be $_______.
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The Reorganization may be abandoned at any time before the Closing upon
the mutual consent of the Trust and Nations Institutional Reserves. At any time
before or after approval (to the extent permitted by law) of the agreement by
the shareholders of the Fund (i) the parties may, by written agreement
authorized by the Trust's Board of Trustees and Nations Institutional Reserves'
Board of Trustees, amend any of the provisions of the Reorganization Agreement;
and (ii) either party may waive any default by the other party or the failure to
satisfy any of the conditions to its obligations (the waiver to be in writing
and authorized by an appropriate officer of the relevant party).
The Reorganization Agreement must be approved by a vote of a majority
of all of the shareholders of the Fund who are present at the meeting, either in
person or by proxy. Copies of the Reorganization Agreement are available upon
request by writing or calling the Trust or at the SEC's website (www.sec.gov).
THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT FUND
SHAREHOLDERS VOTE FOR THE REORGANIZATION AGREEMENT.
II. THE PURPOSE OF THE REORGANIZATION
The Reorganization offers several benefits:
o By establishing a master/feeder structure for the Successor Funds,
NMIT would have the potential to attract other feeders and access
additional distribution channels that would not otherwise be
available if the Successor Funds operated on a stand-alone basis.
This could result in higher asset levels, which, in turn, may lead
to economies of scale for NMIT investors, including the Successor
Funds.
o The Reorganization is one part of a broader initiative to
streamline the operations of the Nations Funds family, which
consists of several registered investment companies. Over time,
management expects to reduce the number of registered investment
companies in the fund family without necessarily impacting
investment alternatives.
o The Successor Funds will have more flexibility in their investment
policies, including policies that permit them to adopt a
"master/feeder" structure. The master/feeder structure would allow
a Successor Fund to combine its assets with those of other similar
funds, thereby potentially achieving economies of scale and other
benefits that come from greater asset size.
o In addition, the exchange of shares in the Reorganization is
expected to be tax-free under federal law.
The Reorganization will not result in any change to the investment
adviser or sub-adviser who currently manage your Fund. In addition, the
Reorganization will not result in any immediate change to the total operating
expense ratios of the various classes. Similarly, the features and services that
are available to Fund shareholders today will also be available to Successor
Fund shareholders after the Reorganization.
III. THE EFFECTS OF THE REORGANIZATION
As noted above, there are some differences between the Fund and the
Successor Fund, which are summarized below:
o After the Reorganization, Fund shareholders will hold shares in a
series of Nations Institutional Reserves, a registered investment
company in the Nations Funds family. Like the Trust, which is a
Nations Institutional Reserves is a Massachusetts business trust.
o The Successor Fund will become a "feeder" in a master/feeder
structure.
o The Fund and the Successor Fund will have somewhat different
fundamental investment policies. For example, the Successor Funds
will have the ability under their fundamental policies to invest
all of their assets in master portfolios rather than in individual
securities.
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A DIFFERENT REGISTERED INVESTMENT COMPANY
Federal securities laws largely govern the way that mutual funds
operate, but they do not cover every aspect of a fund's existence and operation.
State law and each fund's governing documents fill in most of the gaps and can
create additional operational rules and restrictions that funds must follow. The
Trust is a Massachusetts business trust. The proposed Reorganization would
reorganize the Fund into a series of Nations Institutional Reserves, which also
is a Massachusetts business trust. For Fund shareholders the "move" to a
different registered investment company would be largely on paper; the Successor
Fund would continue to be advised by the same investment adviser and investment
sub-adviser, and have its shares distributed by the same distributor, as each
Fund is currently. The Successor Funds also would continue to managed on a
day-to-day basis by Thomas F. Marsico, the Funds' current portfolio manager. The
Funds' other service providers would also be unchanged after the Reorganization.
THE MASTER/FEEDER STRUCTURE
The Successor Funds are feeder funds in a master/feeder structure,
which means simply that each such Successor Fund would invest all of its assets
in a master portfolio with identical investment objectives and principal
investment strategies as the corresponding Successor Fund. Each master portfolio
would be a series of NMIT. Each Successor Fund would be, therefore, an
interestholder in each corresponding master portfolio. One advantage of a
master/feeder structure is that feeder funds investing in the same master
portfolio can reduce their expenses through sharing the costs of managing a
large pool of assets. Another advantage of such a structure is that the master
portfolios will have opportunities to pursue other distribution channels--such
as offshore fund investors--that would not otherwise be available to stand-alone
mutual funds. While no other feeder funds currently invest in the master
portfolios corresponding to the Successor Funds, such feeders may so invest in
the future.
All feeders in a master portfolio will invest on the same terms and
conditions as each Successor Fund and will pay a proportionate share of the
master portfolio's expenses. However, other investors in a master portfolio are
not required to sell their shares at the same offering price as the Successor
Funds and could be sold with different sales loads and on-going administrative
and other expenses. Therefore, Successor Fund shareholders may have different
returns than other shareholders that invest in the master portfolios. In
addition, the Successor Funds may withdraw their entire investment from a master
portfolio if the Board of Trustees of Nations Institutional Reserves determines
that it is in the best interests of such Successor Fund to do so. Also other
investors in a master portfolio may similarly withdraw their investment at any
time. The Successor Funds might withdraw, for example, if there were other
investors in a master portfolio with voting power to change the investment
objective, policies and limitations of the master portfolio in a manner
unacceptable to the Board of Trustees of Nations Institutional Reserves. A
withdrawal could result in a distribution in kind of portfolio securities (as
opposed to a cash distribution) by a master portfolio to a Successor Fund. That
distribution could result in a less diversified portfolio of investments for a
Successor Fund and could adversely affect the liquidity of the Successor Fund's
investment portfolio. In addition, if securities were distributed, the Successor
Fund generally would incur brokerage tax or other charges in converting the
securities to cash.
MODERNIZED AND STREAMLINED INVESTMENT POLICIES AND RESTRICTIONS
The Funds' investment objectives, principal investment strategies and
investment risks will not change as a result of the Reorganization.
However, the Successor Funds will have a more modernized and
streamlined set of fundamental and non-fundamental investment policies and
restrictions. Some of the Funds' current investment policies and restrictions
may limit their portfolio manager from investing in a security that is both
consistent with the investment objective of a Fund and also a good investment.
One reason for changing some of these investment policies is to remove
restrictions that unnecessarily hamper a portfolio manager's investment
discretion. Many of these restrictions were put in place by the Funds as a
result of the directives of various state securities
4
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commissions. Recent changes to federal securities laws have superseded these
directives. Another reason is the desire to migrate towards uniform investment
policies for similarly managed funds in the Nations Funds family.
One of the differences between the Successor Funds' fundamental
policies and those of the Funds is that the Successor Funds will have the
ability under its fundamental policies to invest all of its assets in a master
portfolio rather than in individual securities.
For a detailed comparison of the fundamental investment policies and
limitations of the Funds and the Successor Funds see Appendix I to this Proxy.
IV. OTHER INFORMATION ABOUT THE REORGANIZATION
COMPARISON OF FEES AND EXPENSES
The Reorganization will not result in any immediate change to the total
operating expense ratios of the various classes.
INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS. The Funds and Successor
Funds have the same service providers. Upon the Closing, these service providers
will continue to serve the Successor Funds in the capacities indicated below.
SERVICE PROVIDERS FOR THE FUND AND THE SUCCESSOR FUND
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Investment Adviser: NationsBanc Advisors, Inc.
Investment Sub-Adviser: Marsico Capital Management, LLC
Distributor: Stephens Inc.
Co-Administrator: NationsBanc Advisors, Inc.
Co-Administrator: Stephens Inc.
Sub-Administrator: The Bank of New York
Custodian: The Bank of New York
Transfer Agent: First Data Investor Services
Group, Inc.
Sub-Transfer Agent: NationsBank, N.A. (for Primary
A and B shares only)
Independent Auditors: PricewaterhouseCoopers LLP
SALES LOADS, SHAREHOLDER TRANSACTIONS AND SERVICES. Shares of the Funds
and corresponding Successor Funds have both identical front-end or contingent
deferred sales charges, if any, and identical dividend policies. Other features,
such as exchange and redemption policies, of the classes of the Funds and
corresponding Successor Funds are substantially similar.
ACCOUNTING TREATMENT OF THE REORGANIZATION. The Successor Funds will
become the accounting successor of their corresponding Funds as of the Closing,
which means that the financial statements and performance history of the Funds'
and their classes will become those of the corresponding Successor Funds as
though such financial statements and performance history were the Successor
Funds' own.
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FEDERAL INCOME TAX CONSEQUENCES. The Funds and Successor Funds each
intend to qualify, as of the Closing, as a separate "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, the Funds and the Successor Funds have been, and expect to continue
to be, relieved of federal income tax liability.
Consummation of the Reorganization with respect to the Funds and the
Successor Funds is subject to the condition that the Trust and Nations
Institutional Reserves receive an opinion from Morrison & Foerster LLP
substantially to the effect that, for federal income tax purposes: (i) the
transfer of all of the assets and liabilities of the Funds to the Successor
Funds in exchange for shares of the Successor Funds, and the distribution of
those shares to shareholders of the Funds, will constitute a "reorganization"
within the meaning of Section 368(a) of the Code, and the Funds and the
Successor Funds will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code in respect of the Reorganization; (ii) no gain or
loss will be recognized by the Funds upon the transfer of their assets and
liabilities to the Successor Funds solely in exchange for the shares of the
Successor Funds; (iii) no gain or loss will be recognized by the Funds upon the
receipt of the assets and assumption of liabilities of the Funds solely in
exchange for the shares of the Successor Funds; (iv) the basis of the Funds'
assets received by the pursuant to the Reorganization will be the same as the
basis of those assets in the hands of the Funds immediately prior to the
Reorganization; (v) the holding period of the Funds' assets in the hands of the
Successor Funds will include the period for which such assets have been held by
the Funds; (vi) no gain or loss will be recognized by the Funds on the
distribution to its shareholders of the shares of the Successor Funds; (vii) no
gain or loss will be recognized by the shareholders of the Funds upon their
receipt of the shares of the Successor Funds in exchange for such shareholders'
shares of the Funds; (viii) the basis of the shares of the Successor Funds
received by the shareholders of the Funds will be the same as the basis of the
shares of the Funds surrendered by such shareholders pursuant to the
Reorganization; (ix) the holding period for the shares of the Successor Funds
received by shareholders of the Funds will include the period during which such
shareholders held Fund shares surrendered in exchange therefor, provided that
such Fund shares are held as a capital asset in the hands of Fund shareholders
on the date of the exchange; and (x) each Successor Fund will succeed to and
take into account the tax attributes, described in Section 381(c) of the Code,
of the Funds as of the date of the Closing, subject to the conditions and
limitations specified in the Code. Shareholders of the Funds should note,
however, that the sale of securities by the Funds prior to the Closing whether
in the ordinary course of business or in anticipation of the closing, could
result in a taxable capital gains distribution prior to the closing.
BOARD CONSIDERATION. The Trust's Board of Trustees unanimously voted to
approve the Reorganization Agreement at meetings held in March and May 1999. In
reviewing the proposed Reorganization, the Board considered the potential impact
of the Reorganization on the Funds' shareholders. The Board (with the advice and
assistance of independent counsel) reviewed and took into account, among other
things: (1) the Reorganization as part of a broader initiative to streamline the
operations of the Nations Funds family; (2) the fact that the Successor Funds
will be feeders in a master/feeder structure; (3) the investment objective,
principal investment strategies, investment risks, and policies and limitations
of each Fund, and their compatibility with those of each corresponding Successor
Fund; (4) the anticipated tax-free nature of the exchange contemplated by the
Reorganization; (5) the fact that total operating expense ratios would be the
same for each class of each Fund and the corresponding class of the
corresponding Successor Fund; (6) the fact that the expenses associated with the
Reorganization would be borne by Fund shareholders. Based upon its evaluation of
these factors, and its consideration of the expected benefits of the
Reorganization (discussed under "II--The Purpose of the Reorganization"), and in
light of their fiduciary duties under federal and state law, the Trust's Board
of Trustees, including all of the non-interested members of the Board,
determined that the proposed Reorganization is in the best interests of the
shareholders of the Funds and that the interests of the shareholders of the
Funds will not be diluted as a result of the Reorganization.
THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE REORGANIZATION AGREEMENT.
V. VOTING INFORMATION
GENERAL INFORMATION. This Proxy is being furnished in connection with
the solicitation of proxies for the Meeting by the Trust's Board of Trustees. It
is expected that the solicitation of proxies will be primarily by mail. Officers
and agents of the Trust also may solicit proxies by telephone, telegraph or
personal interview. Any third party retained to assist in the solicitation will
be paid [BY THE FUNDS]. Any shareholder giving a proxy may revoke it at any time
before it is exercised (i) by submitting to the Trust a written notice of
revocation, (ii) by submitting to the Trust a subsequently dated proxy or by
attending the Meeting and voting in person.
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Only shareholders of record at the close of business on May 13, 1999,
will be entitled to vote at the Meeting. On that date, the following number of
shares of each class of the Funds were outstanding and entitled to be voted.
<TABLE>
<CAPTION>
FUND SHARES ENTITLED TO BE VOTED
---- ---------------------------
<S> <C>
Nations Marsico Focused Equities Fund
Primary A shares xx
Primary B shares xx
Investor A shares xx
Investor B shares xx
Investor C shares xx
Nations Marsico Growth & Income Fund
Primary A shares xx
Primary B shares xx
Investor A shares xx
Investor B shares xx
Investor C shares xx
</TABLE>
Each whole and fractional share is entitled to a whole or fractional
vote.
If the accompanying proxy ballot is executed and returned in time for
the Meeting, the shares covered thereby will be voted in accordance with the
proxy on all matters that may properly come before the Meeting.
Significant Shareholders. As of May 13, 1999, the officers and Trustees
of the Trust as a group owned less than 1% of either Fund. The tables below show
the name, address and share ownership of each person known to each Trust to have
beneficial or record ownership with respect to 5% or more of a class of the
Funds as of May 13, 1999.
<TABLE>
<CAPTION>
CLASS; AMOUNT PERCENTAGE
NAME AND OF SHARES OWNED; PERCENTAGE PERCENTAGE OF FUND
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND POST-CLOSING
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
For purposes of the 1940 Act, any person who owns directly or through
one or more controlled companies more than 25% of the voting securities of a
company is presumed to "control" such company. Accordingly, to the extent that a
shareholder identified in the foregoing table is identified as the beneficial
holder of more than 25% of a class, or is identified as the holder of record of
more than 25% of a class and has voting and/or investment power, it may be
presumed to control such class.
QUORUM. In the event that a quorum is not present at the Meeting, or in
the event that a quorum is present at the Meeting but sufficient votes to
approve the Reorganization Agreement are not received, one or more
adjournment(s) may be proposed to permit further solicitation of proxies. Any
adjourned session or sessions may be held at a reasonable date after the date
set for the original Meeting without notice except announcement at the Meeting,
and, under the Trust's By-Laws, may be held until a quorum is obtained. If any
adjournment is proposed, the persons named as proxies will vote those proxies in
their sole discretion.
7
<PAGE>
A quorum is constituted with respect to the Funds by the presence in
person or by proxy of the holders of more than one-half of the outstanding
shares of the Fund entitled to vote at the Meeting. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
will be treated as shares that are present at the Meeting but which have not
been voted. Abstentions will have the effect of a "no" vote for purposes of
obtaining the requisite approvals of the Reorganization Agreement. Broker
"non-votes" (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owners or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated the same
way as abstentions.
ANNUAL MEETINGS AND SHAREHOLDER MEETINGS. The Trust does not hold
annual meetings of shareholders for the election of directors and other business
unless otherwise required by the 1940 Act. Under certain circumstances, holders
of at least 10% of the outstanding shares of either Fund may have the right to
call a meeting of shareholders.
SHAREHOLDER APPROVAL. The Reorganization Agreement is being submitted
for approval at the Meeting by the Funds' shareholders pursuant to the Trust's
Articles of Incorporation and By-Laws, and was unanimously approved by the
Trust's Boards of Trustees. The Reorganization Agreement must be approved by a
majority of the shares present at the Meeting in person or by proxy.
A vote of the shareholders of the Successor Funds is not being
solicited, since their approval or consent is not necessary for the
Reorganization.
OTHER BUSINESS. The Trust's Board knows of no other business to be
brought before the Meeting. However, if any other matters come before the
Meeting, it is the 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 form of proxy.
HOW TO OBTAIN ADDITIONAL INFORMATION ABOUT THE FUNDS. Additional
information about the Funds is included in its most recent prospectuses and
statement of additional information. You may obtain a prospectus or statement of
additional information without charge by calling 1-800-321-7854 or by writing
the Trust at: Nations Fund Trust, c/o Stephens Inc., One Bank of America Plaza,
33rd Floor, Charlotte, North Carolina 28255.
Reports and other information filed by the Trust can be inspected and
copied at the Public Reference Facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. In addition, these materials can be
inspected and copied at the SEC's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
also can be obtained from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549, at prescribed rates.
FINANCIAL STATEMENTS. The audited financial statements and financial
highlights for the Funds for the fiscal year ended March 31, 1999, and the
independent accountants report thereon, are incorporated by reference into this
Proxy.
SHAREHOLDER INQUIRIES. For additional information call 1-800-652-5096
or write to the Trust at the address on the cover page of this Proxy.
* * *
8
<PAGE>
YOUR VOTE IS IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE VOTE BY RETURNING YOUR PROXY BALLOT TODAY, EITHER IN THE ENCLOSED
POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE AT (704) 388-2641. YOU MAY ALSO SUBMIT
YOUR PROXY BY A TOLL-FREE PHONE CALL OR BY VOTING ON-LINE, AS INDICATED BELOW.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
TWO QUICK AND EASY WAYS TO SUBMIT YOUR PROXY
As a valued Fund shareholder, your proxy vote is important to us. That's why
we've made it faster and easier to submit your proxy at YOUR convenience, 24
hours a day. After reviewing the enclosed PROXY STATEMENT, select one of the
following quick and easy methods to submit your proxy - ACCURATELY and QUICKLY.
ON-LINE BY TOLL-FREE PHONE CALL
<S> <C>
1. Read the enclosed PROXY STATEMENT and have your 1. Read the enclosed PROXY STATEMENT and have your
PROXY BALLOT(S)* at hand. PROXY BALLOT(S)* at hand.
2. Go to Web site WWW.PROXYVOTE.COM 2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your 3. Enter the 12-digit Control Number found on your
PROXY BALLOT(S). PROXY BALLOT(S).
4. Submit your proxy using the easy-to-follow 4. Submit your proxy using the easy-to-follow
instructions. instructions.
* DO NOT MAIL THE PROXY BALLOT(S) IF SUBMITTING YOUR PROXY BY INTERNET OR
TELEPHONE.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
APPENDIX I
COMPARISON OF FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS OF THE
FUNDS AND THE SUCCESSOR FUNDS
FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS
<TABLE>
<CAPTION>
The Fund may not: The Successor Fund may not:
<S> <C>
1. Underwrite securities issued by any other person, 1. Underwrite any issue of securities within the
except to the extent that the purchase of meaning of the 1933 Act except when it might
securities and the later disposition of such technically be deemed to be an underwriter either
securities in accordance with the Fund's investment (a) in connection with the disposition of a
program may be deemed an underwriting. This portfolio security, or (b) in connection with the
restriction shall not limit the Fund's ability to purchase of securities directly from the issuer
invest in securities issued by other registered thereof in accordance with its investment
investment companies. objective. This restriction shall not limit the
Fund's ability to invest in securities issued by
other registered investment companies.
2. Invest in real estate or real estate limited 2. Purchase or sell real estate, except a Fund may
partnership interests. (A Fund may, however, purchase securities of issuers which deal or
purchase and sell securities secured by real estate invest in real estate and may purchase securities
or interests therein or issued by issuers which which are secured by real estate or interests in
invest in real estate or interests therein.) This real estate.
restriction does not apply to real estate limited
partnerships listed on a national stock exchange
(E.G., the New York Stock Exchange).
3. Purchase or sell commodity contracts except that 3. Purchase or sell commodities, except that a Fund
each Fund may, to the extent appropriate under its may to the extent consistent with its investment
investment policies, purchase publicly traded objective, invest in securities of companies that
securities of companies engaging in whole or in purchase or sell commodities or which invest in
part in such activities, may enter into futures such programs, and purchase and sell options,
contracts and related options, may engage in forward contracts, futures contracts, and options
transactions on a when-issued or forward commitment on futures contracts. This limitation does not
basis, and may enter into forward currency apply to foreign currency transactions including
contracts in accordance with its investment without limitation forward currency contracts.
policies.
I-1
<PAGE>
4. Purchase any securities which would cause 25% or 4. Purchase any securities which would cause 25% or
more of the value of the Fund's total assets at more of the value of its total assets at the time of
the time of such purchase to be invested in the purchase to be invested in the securities of one or
securities of one or more issuers conducting their more issuers conducting their principal business
principal activities in the same industry, activities in the same industry, provided that: (a)
provided that this limitation does not apply to there is no limitation with respect to obligations
investments in U.S. Government Obligations. issued or guaranteed by the U.S. government, any
state or territory of the United States, or any of
their agencies, instrumentalities or political
subdivisions, and (b) notwithstanding this
limitation or any other fundamental investment
limitation, assets may be invested in the securities
of one or more diversified management investment
companies to the extent permitted by the 1940 Act
and the rules and regulations thereunder.
5. Make loans, except that a Fund may purchase and 5. Make loans, except to the extent permitted by the
hold debt instruments (whether such instruments are 1940 Act.
part of a public offering or privately placed), may
enter into repurchase agreements and may lend
portfolio securities in accordance with its
investment policies.
6. Borrow money or issue senior securities as defined 6. Borrow money, issue senior securities or
in the Investment Trust Act of 1940, as amended mortgage, pledge or hypothecate its assets except
(the "1940 Act") except that (a) a Fund may borrow to the extent permitted under the 1940 Act.
money from banks for temporary purposes in amounts
up to one-third of the value of such Fund's total
assets at the time of borrowing, provided that
borrowings in excess of 5% of the value of such
Fund's total assets will be repaid prior to the
purchase of additional portfolio securities by such
Fund, (b) a Fund may enter into commitments to
purchase securities in accordance with the Fund's
investment program, including delayed delivery and
when-issued securities, which commitments may be
considered the issuance of senior securities, and
(c) a Fund may issue multiple classes of shares in
accordance with SEC regulations or exemptions under
the 1940 Act. The purchase or sale of futures
contracts and related options shall not be
considered to involve the borrowing of money or
issuance of senior securities. Each Fund may enter
into reverse repurchase agreements or dollar roll
transactions. The purchase or sale of futures
contracts and related options shall not be
considered to involve the borrowing of money or
issuance of senior securities.
I-2
<PAGE>
7. Except for the Nations Marsico Focused Equities 7. Except for the Nations Marsico Focused Equities
Fund, purchase securities of any one issuer (other Fund, purchase securities (except securities issued
than U.S. Government Obligations) if, immediately or guaranteed by the U.S. Government, its agencies
after such purchase, more than 5% of the value of or instrumentalities) of any one issuer if, as a
such Fund's total assets would be invested in the result, more than 5% of its total assets will be
securities of such issuer, except that up to 25% of invested in the securities of such issuer or it
the value of the Fund's total assets may be would own more than 10% of the voting securities of
invested without regard to these limitations and such issuer, except that (a) up to 25% of its total
with respect to 75% of such Fund's assets, such assets may be invested without regard to these
Fund will not hold more than 10% of the voting limitations and (b) a Fund's assets may be invested
securities of any issuer. The Nations Marsico in the securities of one or more diversified
Focused Equities Fund may not purchase securities management investment companies to the extent
of any one issuer (other than U.S. Government permitted by the 1940 Act. The Nations Marsico
Obligations) if, immediately after such purchase, Focused Equities Fund may not purchase securities of
more than 25% of the value of a Fund's total assets any one issuer (other than U.S. Government
would be invested in the securities of one issuer, Obligations) if, immediately after such purchase,
and with respect to 50% of such Fund's total more than 25% of the value of a Fund's total assets
assets, more than 5% of its assets would be would be invested in the securities of one issuer,
invested in the securities of one issuer. and with respect to 50% of such Fund's total assets,
more than 5% of its assets would be invested in the
securities of one issuer.
8. Purchase any securities on margin (except for such
short-term credits as are necessary for the
clearance of purchases and sales of portfolio
securities) or sell any securities short (except
against the box.) For purposes of this restriction,
the deposit or payment by the Fund of initial or
maintenance margin connection with futures
contracts and related options and options on
securities is not considered to be the purchase of
a security on margin.
</TABLE>
I-3
<PAGE>
*******************************************************************************
APPENDIX
NATIONS MARSICO FOCUSED EQUITIES FUND
NATIONS FUND TRUST
PROXY CARD
SPECIAL MEETING OF SHAREHOLDERS-AUGUST 13, 1999
The undersigned hereby appoints Richard H. Blank, Jr. 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 (the "Trust")
to be held at One Bank of America Plaza, 33rd Floor, Charlotte, North Carolina
at 10:00 a.m. (Eastern time), on Friday, August 13, 1999, and at any adjournment
or adjournments thereof. The proxies will cast votes according to the number of
shares of 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. The undersigned hereby revokes any prior proxy to vote at
such meeting, and hereby ratifies and confirms 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 AND THE PROXY STATEMENT, DATED JUNE 19, 1999.
YOU ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE EACH ACCOMPANYING PROXY BALLOT, WHICH IS BEING SOLICITED BY THE
COMPANY'S BOARD OF DIRECTORS. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE
MEETING. YOU ALSO MAY SUBMIT PROXIES: 1) BY FACSIMILE AT (704) 388-2641; 2) BY
DIALING (800) 690-6903; OR 3) ON-LINE AT WEBSITE WWW.PROXYVOTE.COM. PROXIES MAY
BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO THE COMPANY A
WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE
MEETING AND VOTING IN PERSON.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. PROXIES RETURNED WITHOUT ANY SPECIFICATION WILL
BE VOTED IN FAVOR OF THE PROPOSAL.
Please sign below 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.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<PAGE>
NATIONS MARSICO FOCUSED EQUITIES FUND
VOTE ON PROPOSAL
To approve an Agreement and Plan of Reorganization, dated as of June
15, 1999 (the "Reorganization Agreement"), by and between the Company,
on behalf of the Fund, and Nations Institutional Reserves, on behalf of
a corresponding mutual fund (the "Successor Fund"). The Reorganization
Agreement provides for the transfer of the assets and liabilities of
the Fund to the Successor Fund, in exchange for shares of equal value
of designated classes of the Successor Fund.
|_|FOR |_|AGAINST |_|ABSTAIN
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.
-------------------- -----------
Signature Date
-------------------- -----------
Signature (Joint Owners) Date
<PAGE>
NATIONS MARSICO GROWTH & INCOME FUND
NATIONS FUND TRUST
PROXY CARD
SPECIAL MEETING OF SHAREHOLDERS-AUGUST 13, 1999
The undersigned hereby appoints Richard H. Blank, Jr. 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 (the "Trust") to
be held at One Bank of America Plaza, 33rd Floor, Charlotte, North Carolina at
10:00 a.m. (Eastern time), on Friday, August 13, 1999, and at any adjournment or
adjournments thereof. The proxies will cast votes according to the number of
shares of 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. The undersigned hereby revokes any prior proxy to vote at
such meeting, and hereby ratifies and confirms 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 AND THE PROXY STATEMENT, DATED JUNE 19, 1999.
YOU ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE EACH ACCOMPANYING PROXY BALLOT, WHICH IS BEING SOLICITED BY THE
COMPANY'S BOARD OF DIRECTORS. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE
MEETING. YOU ALSO MAY SUBMIT PROXIES: 1) BY FACSIMILE AT (704) 388-2641; 2) BY
DIALING (800) 690-6903; OR 3) ON-LINE AT WEBSITE WWW.PROXYVOTE.COM. PROXIES MAY
BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO THE COMPANY A
WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE
MEETING AND VOTING IN PERSON.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. PROXIES RETURNED WITHOUT ANY SPECIFICATION WILL
BE VOTED IN FAVOR OF THE PROPOSAL.
Please sign below 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.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<PAGE>
NATIONS MARSICO GROWTH & INCOME FUND
VOTE ON PROPOSAL
To approve an Agreement and Plan of Reorganization, dated as of June
15, 1999 (the "Reorganization Agreement"), by and between the Company,
on behalf of the Fund, and Nations Institutional Reserves, on behalf of
a corresponding mutual fund (the "Successor Fund"). The Reorganization
Agreement provides for the transfer of the assets and liabilities of
the Fund to the Successor Fund, in exchange for shares of equal value
of designated classes of the Successor Fund.
|_|FOR |_|AGAINST |_|ABSTAIN
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.
-------------------- -----------
Signature Date
-------------------- -----------
Signature (Joint Owners) Date
