As filed with the Securities and Exchange Commission
on December 29, 1999
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. ___ |_|
Post-Effective Amendment No. ___ |_|
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1940 |_|
Amendment No. ___ |_|
(Check appropriate box or boxes)
------------------------
NATIONS FUND TRUST
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 626-2275
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis
Morrison & Foerster LLP & Frankel
2000 Pennsylvania Ave., N.W. 919 3rd Avenue
Suite 5500 New York, New York 10022
Washington, D.C. 20006
It is proposed that this filing will become effective on January 28, 2000
pursuant to Rule 488.
No filing fee is required under the Securities Act of 1933 because an indefinite
number of shares of beneficial interest in the Registrant, without par value,
has previously been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The Registrant filed on June 28, 1999, the
notice required by Rule 24f-2 for its fiscal year ended March 31, 1999 (File No.
2-97817; 811-4305).
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NATIONS FUND TRUST
CROSS-REFERENCE SHEET
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PART A
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ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
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1 Beginning of Registration COVER PAGE OF REGISTRATION STATEMENT;
Statement and Outside Front CROSS-REFERENCE SHEET; FRONT
Cover Page of Prospectus COVER PAGE OF PROXY STATEMENT/
PROSPECTUS
2 Beginning and Outside Back Cover TABLE OF CONTENTS
Page of Prospectus
3 Fee Table, Synopsis Information, APPENDIX I -- EXPENSE SUMMARIES OF THE FUNDS AND THE
and Risk Factors CORRESPONDING SUCCESSOR FUNDS; SUMMARY -- FEE
TABLES; SUMMARY--OVERVIEW OF THE REORGANIZATION;
SUMMARY--PRINCIPAL RISK FACTORS
4 Information About the Transaction THE REORGANIZATION - DESCRIPTION OF THE
REORGANIZATION AGREEMENT; THE REORGANIZATION -
REASONS FOR THE REORGANIZATION; THE REORGANIZATION -
BOARD CONSIDERATION; THE REORGANIZATION - FEDERAL
INCOME TAX CONSIDERATIONS; THE REORGANIZATION -
CAPITALIZATION
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5 Information About the Registrant COMPARISON OF THE FUNDS AND THE SUCCESSOR FUNDS -
COMPARISON OF INVESTMENT OBJECTIVES AND PRINCIPAL
INVESTMENT STRATEGIES; COMPARISON OF THE FUNDS AND
THE SUCCESSOR FUNDS - COMPARISON OF FUND AND
SUCCESSOR FUND PERFORMANCE; COMPARISON OF THE FUNDS
AND THE SUCCESSOR FUNDS - COMPARISON OF ADVISORY AND
OTHER SERVICE ARRANGEMENTS AND FEES; COMPARISON OF
THE FUNDS AND THE SUCCESSOR FUNDS - COMPARISON OF
PURCHASE, REDEMPTION AND EXCHANGE POLICIES AND OTHER
SHAREHOLDER TRANSACTIONS AND SERVICES
6 Information About the Company Being NOT APPLICABLE
Acquired
7 Voting Information VOTING MATTERS - GENERAL INFORMATION; VOTING MATTERS -
SHAREHOLDER AND BOARD APPROVALS; VOTING MATTERS -
PRINCIPAL SHAREHOLDERS; VOTING MATTERS - QUORUM;
VOTING MATTERS - ANNUAL MEETINGS AND SHAREHOLDER
MEETINGS
8 Interest of Certain Persons and NOT APPLICABLE
Experts
9 Additional Information Required for NOT APPLICABLE
Reoffering by Persons Deemed to be
Underwriters
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PART B
- ------
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- -------- ------------ -------------------
10 Cover Page COVER PAGE
11 Table of Contents TABLE OF CONTENTS
12 Additional Information About the INCORPORATION OF DOCUMENTS BY REFERENCE IN STATEMENT
Registrant OF ADDITIONAL INFORMATION
13 Additional Information About the NOT APPLICABLE
Company Being Acquired
14 Financial Statements EXHIBITS TO STATEMENT OF ADDITIONAL INFORMATION
PART C
------
ITEM NO.
--------
15-17 Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of this
Registration Statement.
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THE FOLLOWING ITEMS ARE HEREBY INCORPORATED BY REFERENCE INTO VARIOUS PARTS OF
THIS REGISTRATION STATEMENT:
NATIONS FUND TRUST (THE "TRUST")
From Post-Effective Amendment No. 63 and Amendment No. 65 of the Trust's
Registration Statement, filed July 30, 1999 (SEC File Nos. 2-97817; 811-4305):
Prospectuses for the Investor A Shares of Nations Managed Value Index
Fund, Nations Managed Index Fund, Nations Managed SmallCap Value Index
Fund and Nations Managed SmallCap Index Fund, dated August 1, 1999, as
supplemented.
Prospectuses for the Primary A Shares of Nations Managed Value Index
Fund, Nations Managed Index Fund, Nations Managed SmallCap Value Index
Fund and Nations Managed SmallCap Index Fund, dated August 1, 1999, as
supplemented.
Statement of Additional Information for Nations Managed Value Index
Fund, Nations Managed Index Fund, Nations Managed SmallCap Value Index
Fund and Nations Managed SmallCap Index Fund, dated August 1, 1999, as
supplemented.
The audited financial statements and related independent accountants' reports
for Nations Managed Value Index Fund, Nations Managed Index Fund, Nations
Managed SmallCap Value Index Fund and Nations Managed SmallCap Index Fund,
contained in the Annual Report for the fiscal year ended March 31, 1999.
The unaudited financial statements for Nations Managed Value Index Fund, Nations
Managed Index Fund, Nations Managed SmallCap Value Index Fund and Nations
Managed SmallCap Index Fund, contained in the Semi-Annual Report for the fiscal
period ended September 30, 1999.
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NATIONS FUND TRUST
One Bank of America Plaza
101 South Tryon Street
Charlotte, N.C. 28255
TELEPHONE: 800-xxx-xxxx
February 1, 2000
Dear Shareholder:
On behalf of the Board of Trustees of Nations Fund Trust (the "Trust"),
we are pleased to invite you to special meetings of shareholders of the Trust's
Nations Managed Value Index Fund and Nations Managed SmallCap Value Index Fund
(each a "Fund" and together the "Funds") to be held at 10:00 a.m. (Eastern time)
on April 21, 2000, at One Bank of America Plaza, 33rd Floor, Charlotte, North
Carolina (the "Meetings"). At the Meetings, you will be asked to approve the
proposed reorganization (the "Reorganization") of your Fund into a designated
mutual fund of the Trust.
YOUR NEW MUTUAL FUND (AN "ACQUIRING FUND") WILL HAVE A GENERALLY
SIMILAR INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND INVESTMENT
RISKS AS THOSE OF YOUR CURRENT FUND. There are, however, some differences
between the Funds and the Acquiring Funds that will be discussed in the
accompanying Combined Proxy Statement/Prospectus. 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 result in lower total
operating expense ratios for certain Fund share classes, and the same total
operating expense ratios for the other Fund share classes. In addition, the
features and services that are available to you today will continue to be
available to you as an Acquiring Fund shareholder after the Reorganization.
Management proposed the Reorganization because the assets of each Fund
have declined to levels that make it inefficient for them to continue to operate
on a stand-alone basis. Because each Acquiring Fund is significantly larger than
its corresponding Fund, combining your Fund with its Acquiring Fund will result
in a mutual fund that will be able to spread its fixed costs over a much larger
asset base. This could allow each Acquiring Fund to achieve economies of scale
and other benefits that come from greater asset size, including potentially
lower total operating expense ratios in the future.
Accordingly, management, including the Board of Trustees of the Trust,
believes that the proposed Reorganization should benefit Fund shareholders by,
among other things:
o Offering actual or potential reductions in total operating expense
ratios for Fund shareholders; and
o Offering shareholders the opportunity to remain invested in a
generally similar mutual fund in the Nations Funds family.
If shareholder approval is obtained and the other conditions to the
Reorganization are satisfied, it is anticipated that your Fund would be
reorganized into its corresponding Acquiring Fund on or about May 12, 2000, when
your Fund shares would be exchanged for shares of equal value of the same class
of shares of its Acquiring Fund. Lastly, the Reorganization is expected to be
tax-free under federal law.
THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO
APPROVE THE PROPOSED REORGANIZATION.
The formal Notice of Special Meeting, a Combined Proxy
Statement/Prospectus and a Proxy Ballot are enclosed. The proposed
Reorganization and the reasons for the unanimous recommendation of the Trust's
Board are discussed in detail in the enclosed materials, which you should read
carefully. If you have any questions about the proposal, please do not hesitate
to contact the Trust at the toll-free number set forth above.
<PAGE>
We look forward to your attendance at the Meetings or receiving your
Proxy Ballot(s) so that your shares may be voted at the Meetings.
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) [XXX-XXXX]. 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/PROSPECTUS ("PROXY STATEMENT") select one of the following quick and easy methods to submit
your proxy - ACCURATELY and QUICKLY.
VOTE ON-LINE VOTE BY TOLL-FREE PHONE CALL
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-[XXX-XXXX].
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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2
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NATIONS FUND TRUST
One Bank of America Plaza
101 South Tryon Street
Charlotte, N.C. 28255
TELEPHONE: 800-XXX-XXXX
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 2000
To Nations Managed Value Index Fund and Nations Managed SmallCap Value Index
Fund Shareholders:
PLEASE TAKE NOTE THAT special meetings of shareholders (the "Meetings")
of Nations Managed Value Index Fund and Nations Managed SmallCap Value Index
Fund of Nations Fund Trust (the "Trust"), will be held at 10:00 a.m., Eastern
time, on April 21, 2000, at One Bank of America Plaza, 33rd Floor, Charlotte,
North Carolina, for the purpose of considering and voting upon:
ITEM 1. A proposed Agreement and Plan of Reorganization, dated as of
January 26, 2000 (the "Reorganization Agreement"), by the Trust, on
behalf of Nations Managed Value Index Fund, Nations Managed SmallCap
Value Index Fund, Nations Managed Index Fund and Nations SmallCap Index
Fund. The Reorganization Agreement provides for the transfer of the
assets and liabilities of Nations Managed Value Index Fund and Nations
Managed SmallCap Value Index Fund to Nations Managed Index Fund and
Nations SmallCap Index Fund, respectively, in exchange for shares of
equal value of corresponding classes of such funds.
ITEM 2. Such other business as may properly come before the Meetings or
any adjournment(s).
Item 1 is described in the attached Combined Proxy
Statement/Prospectus.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE
PROPOSAL.
Shareholders of record as of the close of business on January 10, 2000
are entitled to notice of, and to vote at, the Meetings 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
MEETINGS. SHAREHOLDERS ALSO MAY RETURN PROXIES BY: 1) FACSIMILE AT (704)
[XXX-XXXX]; 2) BY DIALING (800) [XXX-XXXX]; 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 MEETINGS AND VOTING IN PERSON.
By Order of the Board of Trustees,
Richard H. Blank, Jr.
Secretary and Treasurer
February 1, 2000
<PAGE>
COMBINED PROXY STATEMENT/PROSPECTUS
Dated February 1, 2000
NATIONS FUND TRUST
One Bank of America Plaza
101 South Tryon Street
Charlotte, North Carolina 28255
1-800-xxx-xxxx
This Combined Proxy Statement/Prospectus ("Proxy/Prospectus") is
furnished in connection with the solicitation of proxies by the Board of
Trustees of Nations Fund Trust (the "Trust") at Special Meetings of Shareholders
of the Trust's Nations Managed Value Index Fund and Nations Managed SmallCap
Value Index Fund to be held April 21, 2000 at 10:00 a.m. (Eastern time) at One
Bank of America Plaza, 101 South Tryon Street, 33rd Floor, Charlotte, North
Carolina. These Special Meetings and any adjournment(s) are referred to as the
"Meetings." The Meetings have been called to consider the following proposal:
o To approve a proposed Agreement and Plan of Reorganization, dated as
of January 26, 2000 (the "Reorganization Agreement"), by the Trust,
on behalf of Nations Managed Value Index Fund, Nations Managed
SmallCap Value Index Fund, Nations Managed Index Fund and Nations
SmallCap Index Fund. The Reorganization Agreement provides for the
transfer of the assets and liabilities of Nations Managed Value
Index Fund and Nations Managed SmallCap Value Index Fund to Nations
Managed Index Fund and Nations SmallCap Index Fund, respectively, in
exchange for shares of equal value of corresponding classes of such
funds.
If the Reorganization Agreement is approved, (i) a shareholder of a
class of shares of Nations Managed Value Index Fund ("Managed Value Index Fund")
will become a shareholder of the same class of shares of Nations Managed Index
Fund ("Managed Index Fund"); and (ii) a shareholder of a class of shares of the
Nations Managed SmallCap Value Index Fund ("Managed SmallCap Value Index Fund")
will become a shareholder of the same class of shares of Nations SmallCap Index
Fund ("SmallCap Index Fund"). Throughout this Proxy/Prospectus, the Managed
Value Index Fund and Managed SmallCap Value Index Fund are each referred to as a
"Fund," and together as the "Funds." Similarly, the Managed Index Fund and
SmallCap Index Fund are each referred to as a "Acquiring Fund," and together as
the "Acquiring Funds."
Specifically, the Reorganization Agreement provides for the transfer of
the assets and liabilities of each Fund to each corresponding Acquiring Fund in
exchange for shares of equal value of corresponding classes of such Acquiring
Fund (the "Reorganization"). This means that after the closing of the
Reorganization (which is currently expected to be on or about May 12, 2000), you
will be an Acquiring Fund shareholder.
While the Acquiring Funds will have a generally similar investment
objective, principal investment strategies and investment risks as those of the
Funds, there are some differences which are discussed in this Proxy/Prospectus.
Additional information about the Funds is available in their:
o Prospectuses;
o Statement of Additional Information, or SAI; and
o annual and semi-annual reports to shareholders.
All of this information is in documents filed with the United States
Securities and Exchange Commission (the "SEC"). The audited financial statements
contained in the annual reports, and the unaudited financial statements
contained in the semi-annual reports, are legally deemed to be part of this
Proxy/Prospectus and are incorporated by reference. The annual and semi-annual
reports to shareholders for the fiscal year ended March 31, 1999 and fiscal
period ended September 30, 1999, respectively, have previously been mailed to
Fund shareholders.
1
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Additional copies are available without charge by writing the address given
above or by calling 1-800-xxx-xxxx. Documents also are available on the website
of the SEC at www.sec.gov.
It is expected that this Proxy will be mailed to shareholders on or
about February 1, 2000.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION. NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROXY/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SHARES OF THE FUNDS AND THE ACQUIRING FUNDS ARE NOT DEPOSITS OR
OBLIGATIONS OF OR GUARANTEED OR ENDORSED BY BANK OF AMERICA, N.A. OR 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. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THE DISTRIBUTOR OF THE FUNDS
AND THE ACQUIRING FUNDS IS STEPHENS INC.
2
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TABLE OF CONTENTS
SUMMARY.................................................................................................
Fee Tables.....................................................................................
Overview of the Reorganization.................................................................
Overview of the Funds and Acquiring Funds......................................................
Principal Risk Factors.........................................................................
THE REORGANIZATION......................................................................................
Description of the Reorganization Agreement....................................................
Reasons for the Reorganization Agreement.......................................................
Board Consideration............................................................................
Federal Income Tax Considerations..............................................................
Capitalization.................................................................................
COMPARISON OF THE FUNDS AND THE ACQUIRING FUNDS.........................................................
Comparison of Investment Objective and Principal Investment Strategies.........................
Comparison of Fund and Acquiring Fund Performance..............................................
Comparison of Advisory and Other Service Arrangements and Fees.................................
Comparison of Purchase, Redemption and Exchange Policies and Other Shareholder
Transactions and Services......................................................................
VOTING MATTERS..........................................................................................
General Information............................................................................
Shareholder and Board Approvals................................................................
Principal Shareholders.........................................................................
Quorum.........................................................................................
Annual Meetings and Shareholder Meetings.......................................................
ADDITIONAL INFORMATION ABOUT THE TRUST..................................................................
FINANCIAL STATEMENTS....................................................................................
OTHER BUSINESS..........................................................................................
SHAREHOLDER INQUIRIES...................................................................................
APPENDICES
I. EXPENSE SUMMARIES OF THE FUNDS
II. COMPARISON OF PERFORMANCE OF THE FUNDS
III. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
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3
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SUMMARY
The following is an overview of the proposed Reorganization. More
complete information about the Reorganization is contained throughout the
Proxy/Prospectus.
FEE TABLES
The following table shows, as of October 31, 1999: (i) the current
annualized total operating expense ratios of the Funds (before and after fee
waivers and/or expense reimbursements); and (ii) the PRO FORMA annualized total
operating expense ratios of the corresponding Acquiring Funds (before and after
fee waivers and/or expense reimbursements) based upon the fee arrangements that
will be in place upon consummation of the Reorganization.
The table shows that the total operating expense ratios of the Funds
(absent fee waivers and/or expense reimbursements) are significantly higher than
those of the Acquiring Funds.
The table also shows that, on a PRO FORMA basis, the SmallCap Index
Fund's total operating expense ratios (after fee waivers and/or expense
reimbursements) are lower than those of the corresponding Managed SmallCap Value
Index Fund, and that the Managed Index Fund's total operating expense ratios
(after waivers and/or expense reimbursements) are equal to those of the Managed
Value Index Fund. Detailed PRO FORMA expense information for each proposed
reorganization is included in Appendix I.
TOTAL EXPENSE INFORMATION
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TOTAL
TOTAL OPERATING
OPERATING EXPENSES TOTAL OPERATING PRO FORMA
EXPENSES CORRESPONDING COMBINED FUND/ EXPENSES
BEFORE/AFTER ACQUIRING BEFORE/AFTER SHARE CLASS POST- BEFORE/AFTER
FUND/SHARE CLASS WAIVERS FUND/SHARE CLASS WAIVERS REORGANIZATION WAIVERS
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Managed Value Index Fund Managed Index Fund Managed Index Fund
Primary A Shares 3.86%/0.50% Primary A Shares 0.73%/0.50% Primary A Shares 0.73%/0.50%
Investor A Shares 4.11%/0.75% Investor A Shares 0.98%/0.75% Investor A Shares 0.98%/0.75%
- ----------------------------------------- --------------------------------------- --------------------------------------
Managed SmallCap Value Index Fund Managed SmallCap Index Fund* SmallCap Index Fund
Primary A Shares 4.83%/0.50% Primary A Shares 0.82%/0.50% Primary A Shares 0.81%/0.40%
Investor A Shares 5.08%/0.75% Investor A Shares 1.07%/0.75% Investor A Shares 1.06%/0.65%
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*SPECIAL NOTE FOR SHAREHOLDERS OF MANAGED SMALLCAP VALUE INDEX FUND -
The Reorganization contemplates the reorganization of Managed SmallCap Value
Index Fund into SmallCap Index Fund. As of the date of this Proxy/Prospectus,
the SmallCap Index Fund is operating with a different name, investment objective
and
4
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principal strategies. However, on or before the closing of the Reorganization
(which is expected to be on May 12, 2000), the Nations Managed SmallCap Index
Fund will be re-named the SmallCap Index Fund, and will have the investment
objective, principal investment strategies and investment risks described in
this Proxy/Prospectus.
5
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OVERVIEW OF THE REORGANIZATION
The Reorganization Agreement provides for: (1) the transfer of all of
the assets and liabilities of each Fund to an Acquiring Fund in exchange for
shares of corresponding classes of the Acquiring Fund of equal value; and (2)
the distribution of the Acquiring Fund shares to the shareholders of the Fund in
liquidation of that Fund. The Reorganization is subject to a number of
conditions, including approval by Fund shareholders. The Reorganization
generally refers to the proposed reorganization of both Funds. However, the
reorganization of each Fund is exclusive of the other--that is only the Fund(s)
whose shareholders approve the Reorganization will be reorganized.
The exchange of shares in the Reorganization will be tax-free under
federal law and shareholders will not pay any sales charge as a result of the
exchange of the shares in the Reorganization. As a result of the proposed
Reorganization, a Fund shareholder will become a shareholder of the Acquiring
Fund and will hold, immediately after the Reorganization, Acquiring Fund shares
having a total dollar value equal to the total dollar value of the shares of the
Fund that the shareholder held immediately before the Reorganization. The
Reorganization is expected to occur on May 12, 2000, or such later date as may
be determined pursuant to the Reorganization Agreement. For more information
about the Reorganization and the Reorganization Agreement, see "The
Reorganization-Description of the Reorganization Agreement."
OVERVIEW OF THE FUNDS AND ACQUIRING FUNDS
Investment Objective and Principal Investment Strategies. The
investment objective and principal investment strategies of the Funds are
generally similar to those of the Acquiring Funds. Each Fund seeks, over the
long term, to provide a total return to investors that (before fees and
expenses) exceeds the total return of a certain index by investing primarily in
the common stocks that are included in the respective index (except with respect
to the SmallCap Index Fund, which seeks to provide a total return to investors
that (before fees and expenses) corresponds to the total return of an index).
However, there are some important differences. For example, (i) the
Funds are managed utilizing a "value" investment strategy whereas the Acquiring
Funds' strategy does not focus on "value" stocks; (ii) the Funds invest in a
smaller universe of stocks than do the corresponding Acquiring Funds; and (iii)
the Managed SmallCap Value Index Fund is proposed to be reorganized into the
SmallCap Index Fund, which is an unmanaged index mutual fund. For additional
information about the similarities and differences between the investment
objective and strategies of the Funds, see "Comparison of the Funds and the
Acquiring Funds--Comparison of Investment Objective and Principal Investment
Strategies."
Service Providers. The Funds and the Acquiring Funds have the same
investment adviser, investment sub-adviser and other service providers, as
discussed under "The Reorganization--Comparison of Advisory and Other Service
Arrangements and Fees."
Purchase, Redemption and Other Procedures. The purchase, redemption,
dividend, exchange and other policies and procedures of the share classes of the
Funds are identical to those of the corresponding share classes of the Acquiring
Funds. For more information concerning these policies and procedures, see "The
Reorganization--Comparison of Purchase, Redemption and Exchange Policies and
other Shareholder Transactions and Services."
Federal Income Tax Consequences. The exchange of shares in the
Reorganization is not expected to result in the recognition, for federal income
tax purposes, of gain or loss by the Funds, the Acquiring Funds or their
respective shareholders. The sale of securities by the Funds prior to the
Reorganization, whether in the ordinary course of business or in anticipation of
the Reorganization, could result in a taxable capital gain distribution prior to
the Reorganization. See "The Reorganization Agreement--Federal Income Tax
Considerations" for additional information. Each Fund and Acquiring Fund intends
to continue 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 Acquiring Funds have been, and expect to continue
to be, relieved of federal income tax liability.
6
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PRINCIPAL RISK FACTORS
Because of the general similarities in investment objective, strategies
and limitations of the Funds and the Acquiring Funds, investments in the
Acquiring Funds will generally involve risks that are similar to those of the
Funds, although there are some important differences that a shareholder should
consider. Both similar and different risks of the Funds and the Acquiring Funds
are discussed below.
Similar Risks.
INVESTMENT STRATEGY RISK. The Managed Index, Managed Value Index and
Managed SmallCap Value Index Funds are actively managed. Accordingly, each
Fund's management team chooses stocks, pursuant to the Fund's investment
objective, that it believes have the potential for higher growth. There is a
risk that the value of these investments will not rise as high as the management
team expects, or will fall. Equally, although the SmallCap Index Fund is not
actively managed, there is the risk that the value of its investments will not
rise as high as an investor might expect, or will fall.
SMALL COMPANY RISK. The Managed SmallCap Value Index Fund and the
SmallCap Index Fund invest in Stocks of smaller companies, which tend to have
greater price swings than stocks of larger companies for many reasons, including
that they trade less frequently and in lower volumes.
STOCK MARKET RISK. Each Fund and its Acquiring Fund invests in common
stocks. The value of the stocks the Funds and Acquiring Funds hold can be
affected by exchanges in U.S. or foreign economies and financial markets, and
the companies that issue the stocks, among other things. Stock prices can rise
or fall over short as well as long periods. In general, stock markets tend to
move in cycles, with periods of rising prices and periods of falling prices. As
of the date of this prospectus, the stock markets as measured by the S&P 500 and
other commonly used indices, were trading at or close to record levels. There
can be no guarantee that these levels will continue.
FUTURES RISK. The Funds and Acquiring Funds may use futures contracts
to manage liquidity. There is a risk that this could result in losses, reduce
returns, increase transaction costs or increase volatility.
Different Risks.
INVESTMENT STRATEGY RISK. The Managed SmallCap Value Index Fund is an
"actively managed" mutual fund whereas the SmallCap Index Fund is not.
Accordingly, for the Managed SmallCap Value Index Fund, the team chooses stocks,
pursuant to the Fund's investment objective and principal investment strategies
that it believes will enable the Fund to exceed the return of its benchmark
index. However, for both the Managed SmallCap Value Index Fund and the SmallCap
Index Fund, there is a risk that the value of their investments will not rise as
high as the team expects, or will fall.
DIVERSIFICATION RISK. The Acquiring Funds, because they are not limited
to investing only in so-called "value" stocks, hold roughly twice as many stocks
as the Funds. The broader holdings of the Acquiring Funds translate to greater
diversification and, therefore, potentially less risk.
For a more complete description of the Funds' and the Acquiring Funds'
investment strategies and restrictions, see the Funds' Prospectuses and
Statements of Additional Information.
THE REORGANIZATION
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 Funds to the Acquiring Funds in exchange for
shares of equal value of corresponding classes of the Acquiring Funds; and (ii)
the distribution of such Acquiring Funds' shares to shareholders of the Funds in
liquidation of the Funds. The completion of the Reorganization is conditioned
upon the Trust receiving an opinion from counsel that the exchange contemplated
under the
7
<PAGE>
Reorganization will be tax-free under federal law. The Reorganization Agreement
includes a number of other conditions for completion of the Reorganization, sets
forth representations and warranties of the parties and describes the mechanics
of the transaction.
The Reorganization Agreement also provides that the Reorganization may
be abandoned at any time before the Closing upon the mutual consent of a Fund
and its Acquiring Fund. At any time before or (to the extent permitted by law)
after approval 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 with
or without the approval of their shareholders, 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 is to be in writing and authorized by the Trust's Board of Trustees
with or without the approval of such party's shareholders).
Upon completion of the Reorganization, all outstanding shares of the
Funds will be canceled Exchange or redemption requests received thereafter will
be deemed to be exchange or redemption requests for shares of the Acquiring
Funds distributed to the former shareholders of the Funds.
Finally, the Reorganization provides that Banc of America Advisors,
Inc. ("BAAI") or its affiliates will bear all customary expenses associated with
the Reorganization.
A copy of the Reorganization Agreement is available at no charge by
calling or writing the Trust at the toll-free telephone number or address listed
on the first page of the Proxy/Prospectus. Copies of the Reorganization
Agreement also are available at the SEC's website (www.sec.gov).
REASONS FOR THE REORGANIZATION
The primary reason for the Reorganization relates to the long-term
viability of the Funds. The prospects for each Fund's long-term viability,
including the maintenance of stable and competitive expense ratios, are low
because its small asset size and the belief that Fund assets are unlikely to
increase given current investor perceptions with respect to "value" style
investing as applied to enhanced-index mutual funds. Management believes that
the interests of the shareholders of the Funds would likely be better served if
the Funds participated in the Reorganization, thereby enabling shareholders to
own shares of an Acquiring Fund with significantly higher assets (and
correspondingly, potentially longer viability) of each Fund, while allowing Fund
shareholders to remain invested in a similar mutual fund in the Nations Funds
family. If the Funds were to continue to operate at their current low asset
levels, it is likely that the increased expense involved in operating the Funds
would eventually be passed on to Fund shareholders, thereby making an investment
in the Funds more expensive and potentially reducing shareholder returns.
Accordingly, management, including the Board of Trustees of the Trust,
believes that the proposed Reorganization should benefit Fund shareholders by,
among other things:
o Offering actual or potential reductions in total operating expense
ratios for Fund shareholders; and
o Offering shareholders the opportunity to remain invested in a
generally similar mutual fund in the Nations Funds family.
BOARD CONSIDERATION
The Trust's Board of Trustees unanimously voted to approve the
Reorganization Agreement at a meeting held on December 9, 1999. During its
deliberations, the Board of Trustees (with the advice and assistance of its
counsel) reviewed and considered, among other things: (1) the potential effect
of the Reorganization on the shareholders of the Funds; (2) the long-term
viability of the Funds given their current asset levels and their ability to
attract additional assets given current investor perceptions with respect to
"value" style investing and industry trends with respect to managed or enhanced
index investment products; (3) the option of liquidating the Funds; (4) the
investment advisory and other fees paid by the Funds, and the historical and
projected expense ratios for the Funds, as compared with those of the Acquiring
Funds and industry peer groups; (5) the expected cost-savings for certain of the
Funds' shareholders; (6) the investment objective, principal investment
strategies and limitations of the Funds
8
<PAGE>
and their relative compatibility with those of the Acquiring Funds, (7) the
historical investment performance records of the Funds and the Acquiring Funds;
(8) the fact that Fund shareholders would experience no change in shareholder
services with respect to their class of shares; (9) the terms and conditions of
the Reorganization Agreement; (10) the anticipated tax-free nature of the
exchange of shares in the Reorganization; (11) potential benefits of the
Reorganization, if any, to other persons, including BAAI and its affiliates. The
Board also considered BAAI's belief that the Reorganization would eliminate
certain duplicative shareholder costs and market overlap. It also was noted that
BAAI or an affiliate would assume all customary expenses associated with the
Reorganization.
Based upon their evaluation of the information presented to them, and
in light of their fiduciary duties under federal and state law, the Board of
Trustees of the Trust, including all of the non-interested trustees, determined
that participation in the Reorganization, as contemplated by the Reorganization
Agreement, was in the best interests of the Funds and the Acquiring Funds, and
that neither the shares of the Funds nor the Acquiring Funds would be diluted as
a result of the Reorganization.
THE TRUST'S BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT FUND
SHAREHOLDERS APPROVE THE REORGANIZATION AGREEMENT.
FEDERAL INCOME TAX CONSIDERATIONS
Each Fund and Acquiring Fund has qualified, and intends to continue to
qualify, as a separate "regulated investment company" under the Code.
Accordingly, each Fund and Acquiring Fund has been, and expects to continue to
be, relieved of federal income tax liability.
Consummation of the Reorganization with respect to each Fund and
Acquiring Fund is subject to the condition that the Trust receive an opinion
from Morrison & Foerster LLP, based upon representations made in certificates
provided by the Trust, in a form reasonably satisfactory to the Trust, and dated
as of the Closing date substantially to the effect that, for federal income tax
purposes, each Reorganization will qualify as a "reorganization" within the
meaning of Section 368(a) of the Code, and each Fund and its corresponding
Acquiring Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code, with respect to the Reorganization.
The opinion of Morrison & Foerster LLP with respect to federal income
tax consequences described above will be based upon facts, representations and
assumptions set forth or referred to in the opinion and the continued accuracy
and completeness of representations made by the Trust. These representations
include factual representations to be made in certificates delivered to Morrison
& Foerster LLP by the management of the Trust. If any of these representations
are not correct in certain material respects, the conclusions reached by
Morrison & Foerster LLP in their opinion may be jeopardized. In such a case, the
Reorganization might not constitute a tax-free "reorganization" within the
meaning of Section 368(a) of the Code, and, accordingly, the Funds and their
shareholders might have adverse tax consequences, including the taxable receipt
of shares of the Acquiring Fund and a new holding period in such shares.
However, the Trust believes that this possibility is remote and that the
exchange of Fund shares for Acquiring Fund shares is expected to be tax-free
under federal income tax law.
The Trust has not sought, and will not seek, a private ruling from the
Internal Revenue Service ("IRS") with respect to the federal income tax
consequences of the Reorganization. The opinion of Morrison & Foerster LLP with
respect to the federal income tax consequences of the Reorganization is not
binding on the IRS and does not preclude the IRS from adopting a contrary
position. Shareholders should consult their own advisers concerning the
potential tax consequences of the Reorganization to them, including any
applicable foreign, state or local income tax consequences.
CAPITALIZATION
The following tables show the total net assets, number of shares
outstanding and net asset value per share of each Fund and its acquiring Fund.
This information is generally referred to as the "capitalization" of each Fund.
The term "PRO FORMA capitalization" means the expected capitalization of the
Acquiring Funds after they have combined with the Funds, I.E., as if the
Reorganization had already occurred.
9
<PAGE>
These capitalization tables are based on figures as of October 31,
1999. The ongoing investment performance and daily share purchase and redemption
activity of each Fund affects capitalization. Therefore, the capitalization of
each Fund on the Closing Date may vary from the capitalization shown in the
following table.
<TABLE>
<CAPTION>
Current and PRO FORMA Capitalization Table For the Managed Value Index Fund and the Managed Index
Fund as of October 31, 1999
- ---------------------------- -------------------------- ---------------------- -----------------------
NET ASSET VALUE
TOTAL NET ASSETS SHARES OUTSTANDING PER SHARE
- ---------------------------- -------------------------- ---------------------- -----------------------
<S> <C> <C> <C>
Managed Value Index Fund $4,211,413 367,746 $11.45
(Primary A Shares) (Primary A Shares) (Primary A Shares)
$645,454,029 227,240 $11.46
(Investor A Shares) (Investor A Shares) (Investor A Shares)
- ---------------------------- -------------------------- ---------------------- -----------------------
Managed Index Fund $645,454,029 31,637,445 $20.40
(Primary A Shares) ( Primary A Shares) (Primary A Shares)
$54,268,028 2,659,920 $20.40
(Investor A Shares) (Investor A Shares) (Investor A Shares)
- ---------------------------- -------------------------- ---------------------- -----------------------
PRO FORMA Managed Index Fund $649,665,442 31,843,887 $20.40
(Primary A Shares) (Primary A Shares) (Primary A Shares)
$56,873,059 2,787,618 $20.40
(Investor A Shares) (Investor A Shares) (Investor A Shares)
- ---------------------------- -------------------------- ---------------------- -----------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Current and PRO FORMA Capitalization Table For the Managed SmallCap Value Index Fund and the SmallCap
Index Fund as of October 31, 1999
- ----------------------------------------- -------------------------- ---------------------- -----------------------
NET ASSET VALUE
TOTAL NET ASSETS SHARES OUTSTANDING PER SHARE
- ----------------------------------------- -------------------------- ---------------------- -----------------------
<S> <C> <C> <C>
Managed SmallCap Value Index Fund $3,281,135 341,207 $9.62
(Primary A Shares) (Primary A Shares) (Primary A Shares)
$1,771,080 184,093 $9.62
(Investor A Shares) (Investor A Shares) (Investor A Shares)
- ----------------------------------------- -------------------------- ---------------------- -----------------------
SmallCap Index Fund $189,698,315 16,115,599 $11.77
(Primary A Shares) ( Primary A Shares) (Primary A Shares)
$8,687,827 738,798 $11.76
(Investor A Shares) (Investor A Shares) (Investor A Shares)
- ----------------------------------------- -------------------------- ---------------------- -----------------------
PRO FORMA SmallCap Index Fund $192,979,450 16,394,370 $11.77
(Primary A Shares) (Primary A Shares) (Primary A Shares)
$10,458,907 889,400 $11.76
(Investor A Shares) (Investor A Shares) (Investor A Shares)
- ----------------------------------------- -------------------------- ---------------------- -----------------------
</TABLE>
The Acquiring Funds' financial highlights can be found in their
Prospectuses, Statements of Additional Information, which are incorporated by
reference in this Proxy/Prospectus.
COMPARISON OF THE FUNDS AND THE ACQUIRING FUNDS
COMPARISON OF INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
The investment objective and principal investment strategies of the
Funds and the Acquiring Funds are generally similar. The chart below compares
these aspects of each Fund and its corresponding Acquiring Fund. Additional
information about each Fund's investment objective and principal investment
strategies is contained in its Prospectus and Statement of Additional
Information.
Managed Value Index Fund and Managed Index Fund
The Managed Value Index Fund normally invests at least 80% of its
assets in common stocks that are included in the Standard & Poor's/BARRA Value
Index ("S&P/BARRA Value Index"). The Managed Index Fund normally invests at
least 80% of its assets in common stocks that are included in the S&P 500,
composite Index (S&P 500).
The primary difference between the Managed Value Index Fund and the
Managed Index Fund is that the Managed Value Index Fund pursues its objective by
using a "value" style of investing.
Both mutual funds are actively managed. When selecting investments for
these funds, the team starts with the stocks included on the S&P/BARRA Value
Index (in the case of the Managed Value Index Fund), or the S&P 500 (in the case
of the Managed Index Fund). The team then ranks the attractiveness of each stock
on the relevant index using a quantitative analysis, which takes into account
value measures like book value, earnings yield and cash flow to measure a
stock's intrinsic worth versus its market price. Each stock is assigned a
ranking from 1 to 10 (best to worst). The Funds will hold a slightly higher
percentage of attractively ranked stocks than the relevant index and hold a
lower percentage--or none--of a less attractively ranked stock.
Because the Managed Index Fund tries to maintain a portfolio that
matches the S&P 500, it has a broader and more diverse portfolio than the
Managed Value Index Fund because it invests in a larger pool of stocks.
11
<PAGE>
<TABLE>
<CAPTION>
- ----------- ----------------------------------------------- ---------------------------------------------
MANAGED VALUE INDEX FUND MANAGED INDEX FUND
(ACQUIRING FUND)
- ----------- ----------------------------------------------- ---------------------------------------------
<S> <C> <C>
Investment The Managed Value Index Fund seeks, over The Managed Index Fund seeks, over the
Objective: the long term, to provide a total return long term, to provide a total return that
that (before fees and expenses) exceeds the (before fees and expenses) exceeds the
total return of the S&P/BARRA Value Index. total return of the S&P 500.
- ----------- ----------------------------------------------- ---------------------------------------------
Investment The Managed Value Index Fund normally The Managed Index Fund normally invests
Policies: invests at least 80% of its assets in at least 80% of its assets in common
common stocks that are included in the stocks that are included in the S&P 500.
S&P/BARRA Value Index.
The management team tries to maintain a The management team tries to maintain a
portfolio that matches the industry and portfolio that matches the industry and
risk characteristics of the S&P/BARRA Value risk characteristics of the S&P 500. The
Index. The team will, from time to time, team will, from time to time, vary the
vary the number and percentages of the number and percentages of the Fund's
Fund's holdings to try to provide higher holdings to try to provide higher returns
returns than the S&P/BARRA Value Index than the S&P 500 and to reduce the risk
while reducing the risk of underperforming of underperforming the index over time.
the index over time.
The Fund usually holds 100 to 200 of the The Fund usually holds 300 to 400 of the
stocks included in the S&P/BARRA Value stocks included in the S&P 500.
Index.
The Fund may invest in securities that are The Fund may invest in securities that are
not part of its principal investment not part of its principal investment
strategies, but it will not hold more than strategies, but it will not hold more than
10% of its assets in any one type of these 10% of its assets in any one type of these
securities. These securities are described securities. These securities are described
in the SAI. in the SAI.
The Fund may also invest in financial The Fund may also invest in financial
futures traded on U.S. exchanges. futures traded on U.S. exchanges.
- ----------- ----------------------------------------------- ---------------------------------------------
</TABLE>
Managed SmallCap Value Index Fund and SmallCap Index Fund
The Managed SmallCap Value Index Fund normally invests at least 80% of
its assets in common stocks that are included in the Standard & Poor's/BARRA
SmallCap Value Index ("S&P/BARRA SmallCap Value Index"). The Managed SmallCap
Index Fund normally invests at least 80% of its assets in common stocks that are
included in the S&P SmallCap 600.
One primary difference between the Managed SmallCap Value Index Fund
and the SmallCap Index Fund is that the Managed SmallCap Value Index Fund
pursues its objective by using a "value" style of investing.
The second primary difference is that the Managed SmallCap Value Index
Fund is actively managed whereas the SmallCap Index Fund is not. This difference
relates to whether the team actively picks stocks for a fund versus passively
buying stocks seeking to replicate an index. In the case of the Managed SmallCap
Value Index Fund, the team will actively select stocks for the Fund. When
selecting investments for the Fund, the team starts with the stocks included on
the S&P/BARRA SmallCap Value Index. The team then ranks the attractiveness of
each stock on the S&P/BARRA SmallCap Value Index using a quantitative analysis,
which takes into account value measures like book value, earnings yield and cash
flow to measure a stock's intrinsic worth versus its market price.
12
<PAGE>
Each stock is assigned a ranking from 1 to 10 (best to worst). The Fund will
hold a slightly higher percentage of attractively ranked stocks than the
relevant index and hold a lower percentage--or none--of a less attractively
ranked stock.
The SmallCap Index Fund, on the other hand, is passively managed. For
this Fund, the team tries to maintain a portfolio that matches the S&P SmallCap
600. Accordingly, it has a broader and more diverse portfolio than the Managed
SmallCap Value Index Fund because it invests in a larger pool of stocks.
<TABLE>
<CAPTION>
- ---------- ----------------------------------------------- -------------------------------------------------
MANAGED SMALLCAP VALUE INDEX FUND MANAGED SMALLCAP INDEX FUND
(ACQUIRING FUND)
- ---------- ----------------------------------------------- -------------------------------------------------
<S> <C> <C>
Investment The Managed SmallCap Value Index Fund The Managed SmallCap Index Fund seeks,
Objective: seeks, over the long term, to provide a over the long term, to provide a total
total return that (before fees and return than (before fees and expenses)
expenses) exceeds the total return of corresponds to the total return of the
the S&P/BARRA SmallCap Value Index. S&P SmallCap 600.
- ---------- ----------------------------------------------- -------------------------------------------------
Investment The Managed SmallCap Value Index Fund The Managed SmallCap Index Fund normally
Policies: normally invests at least 80% of its invests at least 80% of its assets in
assets in common stocks that are common stocks that are included in the S&P
included in the S&P/BARRA SmallCap Value SmallCap 600.
Index.
The management team tries to maintain a The management team tries to maintain a
portfolio that matches the industry and portfolio that matches the industry and
risk characteristics of the S&P/BARRA risk characteristics of the S&P SmallCap
SmallCap Value Index. The team will, 600. The team will, from time to time,
from time to time, vary the number and vary the number and percentages of the
percentages of the Fund's holdings to Fund's holdings to try to provide higher
try to provide higher returns than the returns than the S&P SmallCap 600 while
S&P/BARRA SmallCap Value Index while reducing the risk of underperforming the
reducing the risk of underperforming the index over time.
index over time.
The Fund usually holds 200 to 300 of the The Fund usually holds 400 to 500 of the
stocks. stocks included in the S&P SmallCap 600.
The Fund may invest in securities that The Fund may invest in securities that are
not part of its principal investment not part of its principal investment
strategies, but it will not hold more than strategies, but it will not hold more than
10% of its assets in any one type of these 10% of its assets in any one type of these
securities. These securities are securities. These securities are
described in the SAI. described in the SAI.
The Fund may also invest in financial The Fund may also invest in financial
futures traded on U.S. exchanges. futures traded on U.S. exchanges.
- --------------------------------------------------------- -------------------------------------------------
</TABLE>
COMPARISON OF FUND AND ACQUIRING FUND PERFORMANCE
For a comparison of the performance and volatility of the Primary A and
Investor A share classes of the Funds and their corresponding Acquiring Funds,
see Appendix II. Of course, a Fund's or Acquiring Fund's past performance is no
guarantee of how it will perform in the future.
13
<PAGE>
COMPARISON OF ADVISORY AND OTHER SERVICE ARRANGEMENTS AND FEES
The Funds and the Acquiring Funds' have the same service providers.
Upon completion of the Reorganization, these service providers will continue to
serve the Acquiring Funds in the capacities indicated below.
SERVICE PROVIDERS FOR THE FUNDS AND THE ACQUIRING FUNDS
Investment Adviser BAAI
Investment Sub-Adviser Banc of America Capital
Management, Inc. ("BACAP")
Distributor Stephens Inc. ("Stephens")
Co-Administrator BAAI
Co-Administrator Stephens
Sub-Administrator The Bank of New York
Custodian The Bank of New York
Transfer Agent PFPC Inc.
Sub-Transfer Agent Bank of America, N.A. ("Bank of
America") (for Primary A shares only)
Independent Accountants PricewaterhouseCoopers LLP
Investment Advisory Services. BAAI serves as the investment adviser for
each Fund. Each Fund pays an advisory fee, computed daily and paid monthly, to
BAAI based on each Fund's average daily net assets. Currently, the maximum
advisory fee rate for both the Funds is 0.40%. The maximum advisory fee rate for
the Acquiring Funds is also 0.40%. BACAP is the investment sub-adviser for each
Fund. BAAI pays BACAP sub-advisory fees, computed daily and paid monthly, at the
maximum annual rate of 0.10% of the Funds' and Acquiring Funds' average daily
net assets. Both BAAI and BACAP are registered investment advisers and
wholly-owned subsidiaries of Bank of America. Currently managing more than $90
billion, BAAI and BACAP have over 200 institutional clients and advise and/or
sub-advise more than 70 mutual funds in the Nations Funds family.
The following table shows the contractual investment advisory fee
ratios, both before and after waivers for the Funds and their Acquiring Funds
(as of October 31, 1999).
14
<PAGE>
INVESTMENT ADVISORY FEE INFORMATION
<TABLE>
<CAPTION>
- ---------------------------------------------- --------------------------------------------
FUND ADVISORY FEES ACQUIRING FUND PRO FORMA ADVISORY FEES
BEFORE/AFTER WAIVERS BEFORE/ AFTER WAIVERS
- ---------------------------------------------- --------------------------------------------
<S> <C> <C> <C>
Managed Value Index Fund Managed Index Fund
Advisory Fee 0.40%/0.00% Advisory Fee 0.40%/0.17%
Managed SmallCap Value Index Fund SmallCap Index Fund
Advisory Fee 0.40%/0.00% Advisory Fee 0.40%/0.05%
- ---------------------------------------------- --------------------------------------------
</TABLE>
Administration Services. Stephens and BAAI are the co-administrators
for the Funds and Acquiring Funds. Stephens and BAAI provide the Funds with
administrative services, including, among other things, general supervision of
the Funds' non-investment operations, preparation of proxy statements and
shareholder reports and general supervision of data completion in connection
with preparing periodic reports to the Board of Trustees and officers of Nations
Funds. For these services and the assumption of expenses, Stephens and BAAI are
entitled to a monthly fee, in the aggregate, at the annual rate of 0.23% of the
Funds' average daily net assets.
Distribution and Shareholder Servicing Arrangements. Shares of the
Funds and Acquiring Funds are distributed by Stephens, a broker-dealer
registered under the Securities Exchange Act of 1934 (the "1934 Act"). Pursuant
to the Funds' combined distribution and shareholder servicing plans adopted
pursuant to Rule 12b-1 under the Act by certain classes of the Funds, each Fund
may compensate Stephens for any activities or expenses primarily intended to
result in the sale of such Fund's shares, including sales related services
provided by banks, broker/dealers or other financial institutions ("Selling
Agents") that have entered into a sales support agreement with Stephens. In
addition, each Fund may compensate or reimburse broker/dealers, banks and other
financial institutions ("Servicing Agents") which provide shareholder support
services to their customers who own shares of a Fund. The Trust has adopted
identical distribution and shareholder servicing plans for the corresponding
classes within the Funds as follows:
PRIMARY A SHARES. Primary A Shares of the Funds are not subject to any
distribution or shareholder servicing fees and, accordingly, have not adopted
any related plans.
INVESTOR A SHARES. The Funds and Acquiring Fund have each adopted a
shareholder servicing and distribution plan pursuant to Rule 12b-1 under the
1940 Act with respect to Investor A Shares. This shareholder servicing and
distribution plan provides that each Fund may pay Stephens, Selling Agents that
have entered into a sales support agreement with Stephens, or servicing agents
that have entered into a Shareholder Servicing Agreement with the Funds up to
0.25% (on an annualized basis) of the average daily net asset value of the
Investor A Shares of the Funds.
COMPARISON OF PURCHASE, REDEMPTION AND EXCHANGE POLICIES AND OTHER
SHAREHOLDER TRANSACTIONS AND SERVICES
While the Primary A and Investor A shares of the Funds will have,
immediately before the Reorganization, the exact same sales load structure as
the Primary A and Investor A shares of the Acquiring Funds, immediately after
the Reorganization, no sales charge will be charged in connection with the
exchange of shares in the Reorganization. In addition, the purchase, redemption,
exchange, dividend, shareholder transaction and other policies and procedures of
the Primary A and Investor A shares of the Funds will have, immediately before
the Reorganization, the identical purchase, redemption, exchange, dividend,
shareholder transaction and other policies and procedures as the Primary A and
Investor A shares of the Acquiring Funds, immediately after the Reorganization.
15
<PAGE>
VOTING MATTERS
GENERAL INFORMATION
This Proxy/Prospectus is being furnished in connection with the
solicitation of proxies for the Meetings by the Board of Trustees of the Trust.
It is expected that the solicitation of proxies will be primarily by mail.
OFFICERS AND SERVICE CONTRACTORS OF THE TRUST ALSO MAY SOLICIT PROXIES BY
TELEPHONE OR OTHERWISE. [In this connection, the Trust has retained ADP Proxy
Services to assist in the solicitation of proxies for the Reorganization.]
Shareholders may submit their proxy (1) by mail, by marking, signing, dating and
returning the enclosed Proxy Ballot in the enclosed postage-paid envelope; (2)
by telefacsimile, by marking, signing, dating and faxing the enclosed Proxy
Ballot to ADP Proxy Services at (704) xxx-xxxx; or (3) by touch-tone voting at
(800) xxx-xxxx; or 4) by on-line voting at www.proxyvote.com. Any shareholder
giving a proxy may revoke it at any time before it is exercised by submitting to
the Trust a written notice of revocation or a subsequently executed proxy or by
attending the Meetings and voting in person.
[Any expenses incurred as a result of hiring ADP Proxy Services or any
other proxy solicitation agent will be borne by BAAI or its affiliates.]
Only shareholders of record at the close of business on January 10,
2000 will be entitled to vote at the Meetings. On that date, the following
shares were outstanding and entitled to be voted.
FUND SHARES ENTITLED TO VOTE
- ---- -----------------------
MANAGED INDEX FUND ...............................xx.
SMALLCAP INDEX FUND ..............................xx.
Each whole and fractional share of a Fund is entitled to a whole or
fractional vote.
If the accompanying proxy is executed and returned in time for the
Meetings, the shares covered thereby will be voted in accordance with the proxy
on all matters that may properly come before the Meetings.
SHAREHOLDER AND BOARD APPROVALS. The Reorganization Agreement is being
submitted for approval at the Meetings by the Funds' shareholders pursuant to
the Trust's Declaration of Trust and Code of Regulations, and was unanimously
approved by the Trust's Board of Trustees at a meeting held on December 9, 1999.
The Reorganization Agreement must be approved by a majority of the shares of
each Fund present and voting at the Meetings.
The Reorganization Agreement provides that in the event the
Reorganization Agreement is approved with respect to less than both of the
Funds, the failure of one Fund to consummate the transactions contemplated by
the Reorganization Agreement shall not affect the consummation or validity of
the Reorganization with respect to the other Fund. It is possible that a
majority of one Fund's shareholders may approve the Reorganization Agreement
while a sufficient majority of the shareholders of the other Fund do not approve
the Reorganization. In such a case, the Fund whose shareholders approved the
Reorganization Agreement will be reorganized pursuant to the terms of the
Reorganization Agreement. The Board of Trustees will contemplate what further
action is appropriate should one or both of the Funds not approve the
Reorganization Agreement.
The vote of the shareholders of the Acquiring Funds is not being
solicited, since their approval or consent is not necessary for the
Reorganization.
PRINCIPAL SHAREHOLDERS. As of January 10, 2000, the officers and
Trustees of the Trust as a group owned or controlled less than 1% of any Fund.
The table below shows the name, address and share ownership of each person known
to the Trust to have ownership with respect to 5% or more of a class of a Fund
and/or Acquiring Fund as of January 10, 2000.
16
<PAGE>
CLASS; AMOUNT PERCENTAGE
NAME AND OF SHARES OWNED; PERCENTAGE PERCENTAGE OF FUND
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND POST-CLOSING
- ---- ------- ----------------- -------- ------- ------------
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 Meetings, or
in the event that a quorum is present at the Meetings but sufficient votes to
approve the Reorganization Agreement are not received by one or more of the
Funds, one or more adjournment(s) may be proposed to permit further solicitation
of proxies. Any adjourned session or sessions may be held after the date set for
the original Meetings without notice except announcement at the Meetings. Any
such adjournment(s) will require the affirmative vote of a majority of those
shares affected by the adjournment(s) that are represented at the Meetings in
person or by proxy. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR the particular proposal
for which a quorum exists in favor of such adjournment(s), and will vote those
proxies required to be voted AGAINST such proposal against any adjournment(s). A
shareholder vote may be taken with respect to one Fund (but not the other Fund)
on some or all matters before any such adjournment(s) if a quorum is present and
sufficient votes have been received for approval with respect to such Fund.
A quorum is constituted with respect to a Fund by the presence in
person or by proxy of the holders of more than one-half of the outstanding
shares of a Fund entitled to vote at the Meetings. For purposes of determining
the presence of a quorum for transacting business at the Meetings, abstentions
will be treated as shares that are present at the Meetings 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 as
abstentions.
ANNUAL MEETINGS AND SHAREHOLDER MEETINGS. The Trust presently does not
hold annual meetings of shareholders for the election of Trustees and other
business unless otherwise required by the 1940 Act.
ADDITIONAL INFORMATION ABOUT THE TRUST
Additional information about the Funds is included in their
Prospectuses and Statements of Additional Information dated August 1, 1999, as
supplemented, copies of which, to the extent not included herewith, may be
obtained without charge by writing or calling the Trust at the address and
telephone number set forth on the first page of this Proxy/Prospectus. The Trust
is subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and the 1940 Act, and in accordance therewith it files
reports, proxy materials and other information with the SEC. 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 and at the offices of the Trust listed above. 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.
In addition, the SEC maintains a web site (www.sec.gov) that contains reports,
other information and proxy statements filed by the Trust.
Officers of the Trust are elected by, and serve at the pleasure of, the
Board of Trustees. Officers of the Trust receive no remuneration from the Trust
for their services in such capacities.
Information included in this Proxy/Prospectus concerning the Trust was
provided by the Trust.
17
<PAGE>
FINANCIAL STATEMENTS
The audited financial statements and financial highlights for shares of
the Funds for the annual period ended March 31, 1999 are incorporated by
reference in their prospectuses or statements of additional information, or in
the statement of additional information related to this Proxy/Prospectus. The
unaudited financial statements and financial highlights for shares of the Funds
for the semi-annual period ended September 30, 1999 are incorporated by
reference in their prospectuses or statements of additional information or in
the statement of additional information related to this Proxy/Prospectus.
The annual financial statements and financial highlights of the Funds
for the year ended March 31, 1999 have been audited by PricewaterhouseCoopers
LLP, independent accountants, to the extent indicated in their reports thereon
and have been incorporated by reference in the Statement of Additional
Information to this Proxy/Prospectus, in reliance upon such reports given upon
the authority of such firm as an expert in accounting and auditing.
OTHER BUSINESS
The Trust's Board of Trustees knows of no other business to be brought
before the Meetings. However, if any other matters properly come before the
Meetings, 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.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to the Trust in writing at the
address(es), or by phone at the phone number(s), on the cover page of this
Proxy/Prospectus.
* * *
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE
REQUESTED TO MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
SHAREHOLDERS ALSO MAY RETURN PROXIES BY TELEFACSIMILE OR VOTE ON-LINE OR BY
TELEPHONE.
THE TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MARCH 31, 1999
ANNUAL REPORT, OR SEPTEMBER 30, 1999 SEMI-ANNUAL REPORT, TO ANY SHAREHOLDER UPON
REQUEST ADDRESSED TO: NATIONS FUND TRUST, ONE BANK OF AMERICA PLAZA, 101 SOUTH
TRYON STREET, CHARLOTTE, N.C. 28255 OR BY TELEPHONE AT 1-800-XXX-XXX.
18
<PAGE>
APPENDIX I
EXPENSE SUMMARIES OF THE MANAGED VALUE INDEX FUND, MANAGED INDEX
FUND, MANAGED SMALLCAP VALUE INDEX FUND AND SMALLCAP INDEX FUND
-----------------------------------------------
The following tables (a) compare the fees and expenses as of October
31, 1999, for each class of the Funds and the corresponding class of the
Acquiring Funds, and (b) show the estimated fees and expenses for the combined
Fund on a PRO FORMA basis after giving effect to the reorganization. The Funds'
total expense ratios reflect limitations that management has put in place as of
October 31, 1999. The purpose of these tables is to assist shareholders in
understanding the various costs and expenses that investors in these portfolios
will bear as shareholders. The tables do not reflect any charges that may be
imposed by institutions directly on their customer accounts in connection with
investments in the portfolios. The fund operating expense levels shown in this
Proxy/Prospectus assume current net asset levels; PRO FORMA expense levels shown
should not be considered an actual representation of future expenses or
performance. Such PRO FORMA expense levels project anticipated levels but may be
greater or less than those shown.
The Reorganization contemplates the reorganization of the Managed
SmallCap Value Index Fund into the SmallCap Index Fund. As of the date of this
Proxy/Prospectus, the SmallCap Index Fund is operating under a different name,
investment objective and principal investment strategies. Accordingly, the
current fees and expenses and related examples shown in this Appendix are for
the Nations Managed SmallCap Index Fund. On or before the closing of the
Reorganization (which is expected to be on May 12, 2000), the Nations Managed
SmallCap Index Fund will be re-named the SmallCap Index Fund, and will have the
investment objective, principal investment strategies and investment risks
described in this Proxy/Prospectus.
I-1
<PAGE>
MANAGED VALUE INDEX FUND-PRIMARY A SHARES
AND
MANAGED INDEX FUND-PRIMARY A SHARES
<TABLE>
<CAPTION>
- --------------------------------------------------- ------------- ------------- ---------------
PRIMARY A SHARES MANAGED INDEX
FUND
MANAGED MANAGED PRO FORMA
VALUE INDEX (AFTER
INDEX FUND FUND REORGANIZATION)
- --------------------------------------------------- ------------- ------------- ---------------
<S> <C> <C> <C>
SHAREHOLDER FEES
- --------------------------------------------------- ------------- ------------- ---------------
(Fees paid directly from your investment)
- --------------------------------------------------- ------------- ------------- ---------------
Maximum sales charge (load) imposed on purchases none none none
- --------------------------------------------------- ------------- ------------- ---------------
Maximum deferred sales charge (load) none none none
- --------------------------------------------------- ------------- ------------- ---------------
ANNUAL FUND OPERATING EXPENSES(1)
- --------------------------------------------------- ------------- ------------- ---------------
(Expenses that are deducted from the Fund's assets)
- --------------------------------------------------- ------------- ------------- ---------------
Management fees 0.40% 0.40% 0.40%
- --------------------------------------------------- ------------- ------------- ---------------
Other expenses 3.46% 0.33% 0.33%
----- ----- -----
- --------------------------------------------------- ------------- ------------- ---------------
Total annual Fund operating expenses 3.86% 0.73% 0.73%
- --------------------------------------------------- ------------- ------------- ---------------
Fee waivers and/or reimbursements (3.36)% (0.23)% (0.23)%
------- -------- -------
- --------------------------------------------------- ------------- ------------- ---------------
Total net expenses(2) 0.50% 0.50% 0.50%
======= ======= =======
- --------------------------------------------------- ------------- ------------- ---------------
----------------------------------
(1) The figures contained in the above table are based on amounts
incurred during the Fund's most recent fiscal year and have been adjusted, as
necessary, to reflect current service provider fees.
(2) The Fund's investment adviser and/or some of its other service
providers have agreed to waive fees and/or reimburse expenses until July 31,
2000. The figure shown here is after waivers and/or reimbursements. There is no
guarantee that these waivers and/or reimbursements will continue after this
date.
</TABLE>
EXAMPLE
This example is intended to help you compare the cost of investing in
this Fund with the cost of investing in other mutual funds.
This example assumes:
o you invest $10,000 in Primary A Shares of the Fund for the time
periods indicated and then sell all of your shares at the end of
those periods
o you invest all dividends and distributions in the Fund
o your investment has a 5% return each year
o the Fund's operating expenses remain the same as shown in the table
above
o the waivers and/or reimbursements shown above expire July 31, 2000
and are not reflected in the 3, 5 and 10 year examples
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
----------------------------- ------ ------- ------- --------
PRIMARY A SHARES 1 year 3 years 5 years 10 years
----------------------------- ------ ------- ------- --------
Managed Value Index Fund $51 $867 $1,702 $3,873
----------------------------- ------ ------- ------- --------
Managed Index Fund $51 $210 $383 $885
----------------------------- ------ ------- ------- --------
Managed Index Fund PRO FORMA $51 $210 $383 $885
(after reorganization)
----------------------------- ------ ------- ------- --------
I-2
<PAGE>
MANAGED SMALLCAP VALUE INDEX FUND-PRIMARY A SHARES
AND
SMALLCAP INDEX FUND-PRIMARY A SHARES
<TABLE>
<CAPTION>
- --------------------------------------------------- --------------- -------------- -------------------
PRIMARY A SHARES SMALLCAP INDEX FUND
PRO FORMA
MANAGED (AFTER
SMALLCAP VALUE SMALLCAP INDEX REORGANIZATION)
INDEX FUND FUND(1)
- --------------------------------------------------- -------------- -------------- -------------------
<S> <C> <C> <C>
SHAREHOLDER FEES
- --------------------------------------------------- -------------- -------------- -------------------
(Fees paid directly from your investment)
- --------------------------------------------------- -------------- -------------- -------------------
Maximum sales charge (load) imposed on purchases none none none
- --------------------------------------------------- -------------- -------------- -------------------
Maximum deferred sales charge (load) none none none
- --------------------------------------------------- -------------- -------------- -------------------
ANNUAL FUND OPERATING EXPENSES(2)
- --------------------------------------------------- -------------- -------------- -------------------
(Expenses that are deducted from the Fund's assets)
- --------------------------------------------------- -------------- -------------- -------------------
Management fees 0.40% 0.40% 0.40%
- --------------------------------------------------- -------------- -------------- -------------------
Other expenses 4.43% 0.42% 0.41%
----- ----- -----
- --------------------------------------------------- -------------- -------------- -------------------
Total annual Fund operating expenses 4.83% 0.82% 0.81%
- --------------------------------------------------- -------------- -------------- -------------------
Fee waivers and/or reimbursements (4.33)% (0.32)% (0.41)%
------- ------- -------
- --------------------------------------------------- -------------- -------------- -------------------
Total net expenses(3) 0.50% 0.50% 0.40%
======= ======= =====
- --------------------------------------------------- -------------- -------------- -------------------
----------------------------------------
(1) The SmallCap Index Fund was, as of October 31, 1999, conducting
business as Nations Managed SmallCap Index Fund.
(2) The figures contained in the above table are based on amounts
incurred during the Fund's most recent fiscal year and have been adjusted, as
necessary, to reflect current service provider fees.
(3) The Fund's investment adviser and/or some of its other service
providers have agreed to waive fees and/or reimburse expenses until July 31,
2000. The figure shown here is after waivers and/or reimbursements. There is no
guarantee that these waivers and/or reimbursements will continue after this
date.
</TABLE>
EXAMPLE
This example is intended to help you compare the cost of investing in
this Fund with the cost of investing in other mutual funds.
This example assumes:
o you invest $10,000 in Primary A Shares of the Fund for the time
periods indicated and then sell all of your shares at the end of
those periods
o you invest all dividends and distributions in the Fund
o your investment has a 5% return each year
o the Fund's operating expenses remain the same as shown in the table
above
o the waivers and/or reimbursements shown above expire July 31, 2000
and are not reflected in the 3, 5 and 10 year examples
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
----------------------------- ------ ------- ------- --------
Primary A Shares 1 year 3 years 5 years 10 years
----------------------------- ------ ------- ------- --------
Managed SmallCap Value Index
Fund $51 $1,062 $2,077 $4,629
----------------------------- ------ ------- ------- --------
SmallCap Index Fund $51 $230 $424 $984
----------------------------- ------ ------- ------- --------
SmallCap Index Fund PRO FORMA $41 $218 $409 $963
(after reorganization)
----------------------------- ------ ------- ------- --------
I-3
<PAGE>
MANAGED VALUE INDEX FUND-INVESTOR A SHARES
AND
MANAGED INDEX FUND-INVESTOR A SHARES
<TABLE>
<CAPTION>
- ---------------------------------------------------------- ----------------- ------------------ -------------------
INVESTOR A SHARES MANAGED INDEX
FUND
PRO FORMA
MANAGED VALUE MANAGED INDEX (AFTER
INDEX FUND FUND REORGANIZATION)
- ---------------------------------------------------------- ----------------- ------------------ -------------------
<S> <C> <C> <C>
SHAREHOLDER FEES
- ---------------------------------------------------------- ----------------- ------------------ -------------------
(Fees paid directly from your investment)
- ---------------------------------------------------------- ----------------- ------------------ -------------------
Maximum sales charge (load) imposed on purchases none none none
- ---------------------------------------------------------- ----------------- ------------------ -------------------
Maximum deferred sales charge (load) none none none
- ---------------------------------------------------------- ----------------- ------------------ -------------------
ANNUAL FUND OPERATING EXPENSES(1)
- ---------------------------------------------------------- ----------------- ------------------ -------------------
(Expenses that are deducted from the Fund's assets)
- ---------------------------------------------------------- ----------------- ------------------ -------------------
Management fees 0.40% 0.40% 0.40%
- ---------------------------------------------------------- ----------------- ------------------ -------------------
Distribution (12b-1) and shareholders servicing fees 0.25% 0.25% 0.25%
- ---------------------------------------------------------- ----------------- ------------------ -------------------
Other expenses 3.46% 0.33% 0.33%
----- ----- ------
- ---------------------------------------------------------- ----------------- ------------------ -------------------
Total annual Fund operating expenses 4.11% 0.98% 0.98%
- ---------------------------------------------------------- ----------------- ------------------ -------------------
Fee waivers and/or reimbursements (3.36)% (0.23)% (0.23%)
------- ------- -------
- ---------------------------------------------------------- ----------------- ------------------ -------------------
Total net expenses(2) 0.75% 0.75% 0.75%
======= ======= =====
- ---------------------------------------------------------- ----------------- ------------------ -------------------
----------------------------------------
(1) The figures contained in the above table are based on amounts
incurred during the Fund's most recent fiscal year and have been adjusted, as
necessary, to reflect current service provider fees.
(2) The Fund's investment adviser and/or some of its other service
providers have agreed to waive fees and/or reimburse expenses until July 31,
2000. The figure shown here is after waivers and/or reimbursements. There is no
guarantee that these waivers and/or reimbursements will continue after this
date.
</TABLE>
EXAMPLE
This example is intended to help you compare the cost of investing in
this Fund with the cost of investing in other mutual funds.
This example assumes:
o you invest $10,000 in Investor A Shares of the Fund for the time
periods indicated and then sell all of your shares at the end of
those periods
o you invest all dividends and distributions in the Fund
o your investment has a 5% return each year
o the Fund's operating expenses remain the same as shown in the table
above
o the waivers and/or reimbursements shown above expire July 31, 2000
and are not reflected in the 3, 5 and 10 year examples
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
---------------------------- ------ ------- ------- --------
Investor A Shares 1 year 3 years 5 years 10 years
---------------------------- ------ ------- ------- --------
Managed Value Index Fund $77 $941 $1,821 $4,091
---------------------------- ------ ------- ------- --------
Managed Index Fund $77 $289 $519 $1,180
---------------------------- ------ ------- ------- --------
Managed Index Fund PRO FORMA $77 $289 $519 $1,180
(after reorganization)
---------------------------- ------ ------- ------- --------
I-4
<PAGE>
MANAGED SMALLCAP VALUE INDEX FUND-INVESTOR A SHARES
AND
SMALLCAP INDEX FUND-INVESTOR A SHARES
<TABLE>
<CAPTION>
- ---------------------------------------------------------- ----------------- ------------------ ---------------
INVESTOR A SHARES SMALLCAP INDEX
FUND
MANAGED PRO FORMA
SMALLCAP VALUE SMALLCAP INDEX (AFTER
INDEX FUND FUND(1) REORGANIZATION)
- ---------------------------------------------------------- ----------------- ------------------ ---------------
<S> <C> <C> <C>
SHAREHOLDER FEES
- ---------------------------------------------------------- ----------------- ------------------ ---------------
(Fees paid directly from your investment)
- ---------------------------------------------------------- ----------------- ------------------ ---------------
Maximum sales charge (load) imposed on purchases none none none
- ---------------------------------------------------------- ----------------- ------------------ ---------------
Maximum deferred sales charge (load) none none none
- ---------------------------------------------------------- ----------------- ------------------ ---------------
ANNUAL FUND OPERATING EXPENSES(2)
- ---------------------------------------------------------- ----------------- ------------------ ---------------
(Expenses that are deducted from the Fund's assets)
- ---------------------------------------------------------- ----------------- ------------------ ---------------
Management fees 0.40% 0.40% 0.40%
- ---------------------------------------------------------- ----------------- ------------------ ---------------
Distribution (12b-1) and shareholders servicing fees 0.25% 0.25% 0.25%
- ---------------------------------------------------------- ----------------- ------------------ ---------------
Other expenses 4.43% 0.42% 0.41%
----- ----- -----
- ---------------------------------------------------------- ----------------- ------------------ ---------------
Total annual Fund operating expenses 5.08% 1.07% 1.06%
- ---------------------------------------------------------- ----------------- ------------------ ---------------
Fee waivers and/or reimbursements (4.33)% (0.32)% (0.41%)
------- ------- -------
- ---------------------------------------------------------- ----------------- ------------------ ---------------
Total net expenses(3) 0.75% 0.75% 0.65%
======= ======= =======
- ---------------------------------------------------------- ----------------- ------------------ ---------------
------------------------------------------
1 The SmallCap Index Fund was, as of October 31, 1999, conducting
business as Nations Managed SmallCap Index Fund.
2 The figures contained in the above table are based on amounts
incurred during the Fund's most recent fiscal year and have been adjusted, as
necessary, to reflect current service provider fees.
3 The Fund's investment adviser and/or some of its other service
providers have agreed to waive fees and/or reimburse expenses until July 31,
2000. The figure shown here is after waivers and/or reimbursements. There is no
guarantee that these waivers and/or reimbursements will continue after this
date.
</TABLE>
EXAMPLE
This example is intended to help you compare the cost of investing in
this Fund with the cost of investing in other mutual funds.
This example assumes:
o you invest $10,000 in Investor A Shares of the Fund for the time
periods indicated and then sell all of your shares at the end of
those periods
o you invest all dividends and distributions in the Fund
o your investment has a 5% return each year
o the Fund's operating expenses remain the same as shown in the table
above
o the waivers and/or reimbursements shown above expire July 31, 2000
and are not reflected in the 3, 5 and 10 year examples
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
---------------------------- ------ ------- ------- --------
Investor A Shares 1 year 3 years 5 years 10 years
---------------------------- ------ ------- ------- --------
Managed SmallCap Value
Index Fund $77 $1,135 $2,192 $4,826
---------------------------- ------ ------- ------- --------
SmallCap Index Fund $77 $309 $559 $1,277
---------------------------- ------ ------- ------- --------
SmallCap Index Fund PRO $66 $296 $545 $1,257
FORMA (after reorganization)
---------------------------- ------ ------- ------- --------
I-5
<PAGE>
APPENDIX II--COMPARISON OF PERFORMANCE
NATIONS MANAGED VALUE INDEX FUND - PRIMARY A SHARES
YEAR BY YEAR TOTAL RETURN (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Fund's Primary A
Shares has varied from year to year. These returns do not reflect deductions of
sales charges or account fees, if any, and would be lower if they did.
[BAR CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
1997 1998 [1999]
---- ---- ------
2.71%* 13.71%
*Return is from inception (11-24-97) to 12-31-97.
YEAR-TO-DATE RETURN AS OF [DECEMBER 31, 1999]: 0.59-%
BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD
BEST: 4th quarter 1998: 17.06%
WORST: 3rd quarter 1998: -12.56%
AVERAGE ANNUAL TOTAL RETURN AS OF [DECEMBER 31, 1999]
The table shows the Fund's average annual total return for each period,
compared with the S&P/BARRA Value Index, an unmanaged index of a group of stocks
included in the S&P 500 that have low price-to-book ratios relative to the S&P
500 as a whole. The index is weighted by market capitalization, and is not
available for investment.
Since
1 year inception
------ ---------
Primary A Shares: 13.71% 15.13%
S&P/BARRA Value Index 14.68% 15.80%
II-1
<PAGE>
NATIONS MANAGED VALUE INDEX FUND - INVESTOR A SHARES
YEAR BY YEAR TOTAL RETURN (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Fund's Investor A
Shares has varied from year to year. These returns do not reflect deductions of
sales charges or account fees, if any, and would be lower if they did.
[BAR CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
1997 1998 [1999]
---- ---- ------
2.67%* 13.56%
*Return is from inception (11-24-97) to 12-31-97
YEAR-TO-DATE RETURN AS OF [DECEMBER 31, 1999]: 0.38%
BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD
BEST: 4th quarter 1998: 17.01%
WORST: 3rd quarter 1998: -12.56%
AVERAGE ANNUAL TOTAL RETURN AS OF [DECEMBER 31, 1999]
The table shows the Fund's average annual total return for each period
compared with the S&P/BARRA Value Index, an unmanaged index of a group of stocks
included in the S&P 500 that have low price-to-book ratios relative to the S&P
500 as a whole. The index is weighted by market capitalization, and is not
available for investment.
Since
1 year inception
------ ---------
Investor A Shares: 13.56% 14.96%
S&P/BARRA Value Index 14.68% 15.80%
II-2
<PAGE>
NATIONS MANAGED INDEX FUND - PRIMARY A SHARES
YEAR BY YEAR TOTAL RETURN (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Fund's Primary A
Shares has varied from year to year. These returns do not reflect deductions of
sales charges or account fees, if any, and would be lower if they did.
[BAR CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
1996 1997 1998 [1999]
---- ---- ---- ----
17.00%* 33.46% 26.64%
*Return is from inception (7-31-96) to 12-31-96.
YEAR-TO-DATE RETURN AS OF [DECEMBER 31, 1999]: 2.96%
BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD
BEST: 4th quarter 1998: 20.98%
WORST: 3rd quarter 1998: -10.62%
AVERAGE ANNUAL TOTAL RETURN AS OF [DECEMBER 31, 1999]
The table shows the Fund's average annual total return for each period,
compared with the S&P 500, an unmanaged index of 500 widely held common stocks,
weighted by market capitalization. The index is not available for investment.
Since
1 year inception
------ ---------
Primary A Shares: 26.64% 32.55%
S&P 500 28.58% 33.32%
II-3
<PAGE>
NATIONS MANAGED INDEX FUND - INVESTOR A SHARES
YEAR BY YEAR TOTAL RETURN (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Fund's Investor A
Shares has varied from year to year. These returns do not reflect deductions of
sales charges or account fees, if any, and would be lower if they did.
[BAR CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
1996 1997 1998 [1999]
---- ---- ---- ----
16.95%* 33.19% 26.33%
*Return is from inception (7-31-96) to 12-31-96.
YEAR-TO-DATE RETURN AS OF [DECEMBER 31, 1999]: 2.77%
BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD
BEST: 4th quarter 1998: 20.91%
WORST: 3rd quarter 1998: -10.67%
AVERAGE ANNUAL TOTAL RETURN AS OF [DECEMBER 31, 1999]
The table shows the Fund's average annual total return for each period,
compared with the S&P 500, an unmanaged index of 500 widely held common stocks,
weighted by market capitalization. The S&P 500 is not available for investment.
Since
1 year inception
------ ---------
Investor A Shares: 26.33% 32.29%
S&P 500 28.58% 33.32%
II-4
<PAGE>
NATIONS MANAGED SMALLCAP VALUE INDEX FUND - PRIMARY A SHARES
YEAR BY YEAR TOTAL RETURN (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Fund's Primary A
Shares has varied from year to year. These returns do not reflect deductions of
sales charges or account fees, if any, and would be lower if they did.
[BAR CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
1997 1998 [1999]
---- ---- ----
4.13% -2.90%
*Return is from inception (11-24-97) to 12-31-97.
YEAR-TO-DATE RETURN AS OF [DECEMBER 31, 1999]: 0.31%
BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD
BEST: 4th quarter 1998: 12.36%
WORST: 3rd quarter 1998: -20.07%
AVERAGE ANNUAL TOTAL RETURN AS OF [DECEMBER 31, 1999]
The table shows the Fund's average annual total return for each period,
compared with the S&P/BARRA SmallCap Value Index, an unmanaged index of a group
of stocks included in the S&P SmallCap 600 that have low price-to-book ratios
relative to the S&P SmallCap 600 as a whole. The index is weighted by market
capitalization and is not available for investment.
Since
1 year inception
------ ---------
Primary A Shares: -2.90% 1.01%
S&P/BARRA SmallCap Value Index -5.06% -2.14%
II-5
<PAGE>
NATIONS MANAGED SMALLCAP VALUE INDEX FUND - INVESTOR A SHARES
YEAR BY YEAR TOTAL RETURN (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Fund's Investor A
Shares has varied from year to year. These returns do not reflect deductions of
sales charges or account fees, if any, and would be lower if they did.
[BAR CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
1997 1998 [1999]
---- ---- ----
4.10% -3.12%
*Return is from inception (11-24-97) to 12-31-97.
YEAR-TO-DATE RETURN AS OF [DECEMBER 31, 1999]: 0.21%
BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD
BEST: 4th quarter 1998: 12.27%
WORST: 3rd quarter 1998: -20.07%
AVERAGE ANNUAL TOTAL RETURN AS OF [DECEMBER 31, 1999]
The table shows the Fund's average annual total return for each period,
compared with the S&P/BARRA SmallCap Value Index, an unmanaged index of a group
of stocks included in the S&P SmallCap 600 that have low price-to-book ratios
relative to the S&P SmallCap 600 as a whole. The index is weighted by market
capitalization, and is not available for investment.
Since
1 year inception
------ ---------
Investor A Shares: -3.12% 0.77%
S&P/BARRA SmallCap Value Index -5.06% -2.14%
II-6
<PAGE>
NATIONS SMALLCAP INDEX FUND - INVESTOR A SHARES1
YEAR BY YEAR TOTAL RETURN (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Fund's Investor A
Shares has varied from year to year. These returns do not reflect deductions of
sales charges or account fees, if any, and would be lower if they did.
[BAR CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
1996 1997 1998 [1999]
---- ---- ---- ----
3.15%* 27.55% -1.89%
*Return is from inception (10-15-96) to 12-31-96.
YEAR-TO-DATE RETURN AS OF [DECEMBER 31, 1999]: -3.81%
BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD
BEST: 4th quarter 1998: 17.52%
WORST: 3rd quarter 1998: -20.89%
AVERAGE ANNUAL TOTAL RETURN AS OF [DECEMBER 31, 1999]
The table shows the Fund's average annual total return for each period,
compared with the S&P SmallCap 600, an unmanaged index of 600 common stocks,
weighted by market capitalization. The S&P SmallCap 600 is not available for
investment.
Since
1 year inception
------ ---------
Investor A Shares: -1.89% 12.24%
S&P SmallCap 600 -1.31% 12.75%
-----------------------------------
(1) The SmallCap Index Fund was, as of October 31, 1999, conducting
business as Nations Managed SmallCap Index Fund.
II-7
<PAGE>
NATIONS SMALLCAP INDEX FUND - PRIMARY A SHARES1
YEAR BY YEAR TOTAL RETURN (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Fund's Primary A
Shares has varied from year to year. These returns do not reflect deductions of
sales charges or account fees, if any, and would be lower if they did.
[BAR CHART APPEARS BELOW WITH THE FOLLOWING INFORMATION:]
1996 1997 1998 [1999]
---- ---- ---- ----
3.17%* 27.97% -1.65%
*Return is from inception (10-15-96) to 12-31-96.
YEAR-TO-DATE RETURN AS OF [DECEMBER 31, 1999]: -3.68%
BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD
BEST: 4th quarter 1998: 17.64%
WORST: 3rd quarter 1998: -20.83%
AVERAGE ANNUAL TOTAL RETURN AS OF [DECEMBER 31, 1999]
The table shows the Fund's average annual total return for each period,
compared with the S&P SmallCap 600, an unmanaged index of 600 common stocks,
weighted by market capitalization. The index is not available for investment.
Since
1 year inception
------ ---------
Primary A Shares: -1.65% 12.54%
S&P SmallCap 600 -1.31% 12.75%
---------------------------------
(1) The SmallCap Index Fund was, as of October 31, 1999, conducting
business as Nations Managed SmallCap Index Fund.
II-8
<PAGE>
APPENDIX III--MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
[to be inserted]
III-1
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY 1, 2000
NATIONS FUND TRUST
One Bank of America Plaza, 33rd Floor
Charlotte, North Carolina 28255
1-800-XXX-XXXX
(APRIL 21, 2000 SPECIAL MEETING OF SHAREHOLDERS OF NATIONS FUND TRUST)
This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Proxy/Prospectus dated the date hereof, for the
Special Meeting of Shareholders of Nations Fund Trust to be held on April 21,
2000. Copies of the Proxy/Prospectus may be obtained at no charge by writing or
calling Nations Fund Trust at the address or telephone number set forth above.
Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Proxy/Prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE IN STATEMENT OF ADDITIONAL INFORMATION
Further information about the Investor A and Primary A Shares of
Nations Managed Value Index Fund, Nations Managed Index Fund, Nations Managed
SmallCap Value Index Fund and Nations Managed SmallCap Index Fund, is contained
in and incorporated herein by reference to the statement of additional
information for Nations Managed Value Index Fund, Nations Managed Index Fund,
Nations Managed SmallCap Value Index Fund and Nations Managed SmallCap Index
Fund, dated August 1, 1999, as supplemented.
The audited financial statements and related Report of Independent
Auditors for the year ended March 31, 1999 and the unaudited financial
statements for the semi-annual period ended September 30, 1999 for the Nations
Managed Value Index Fund, Nations Managed Index Fund, Nations Managed SmallCap
Value Index Fund and Nations Managed SmallCap Index Fund are incorporated herein
by reference. No other parts of the annual and semi-annual reports are
incorporated herein by reference.
1
<PAGE>
TABLE OF CONTENTS
General Information............................................................3
Note Regarding PRO FORMA Financial Information.................................4
2
<PAGE>
GENERAL INFORMATION
The Reorganization contemplates the transfer of all of the assets and
liabilities of Nations Managed Value Index Fund and Nations Managed SmallCap
Value Index Fund (the "Funds') to a corresponding Nations Fund (the "Successor
Funds") in exchange for shares of designated classes of the Successor Funds.
The Shares issued by the Trust will have an aggregate value equal to
the aggregate value of the shares of the respective Funds that were outstanding
immediately before the closing of the Reorganization (the "Closing").
After the transfer of their assets and liabilities in exchange for
shares of the Successor Funds, the Funds will distribute the shares of the
Successor Funds to their shareholders in liquidation of the Funds. Each
shareholder owning shares of a particular Fund at the Closing will receive
shares of the corresponding Successor Fund of equal value, and will receive any
unpaid dividends or distributions that were declared before the Closing on
shares of the Funds. The Trust will establish an account for each former
shareholder of the Funds reflecting the appropriate number of Successor Funds'
shares distributed to the shareholder. These accounts will be substantially
identical to the accounts maintained by the Trust for each shareholder. Upon
completion of the Reorganization with respect to the Funds, all outstanding
shares of the Funds will have been redeemed and cancelled in exchange for shares
of the Successor Funds distributed.
For further information about the transaction, see the
Proxy/Prospectus.
3
<PAGE>
NOTE REGARDING PRO FORMA FINANCIAL INFORMATION
Pro forma financial information giving effect to the proposed transfer
of assets and liabilities of the Funds to the Successor Funds is not presented
because in each case the aggregate net asset value of each Fund was less than
10% of the aggregate net asset value of each corresponding Successor Fund, as of
December 26, 1999.
4
<PAGE>
NATIONS FUND TRUST
ONE BANK OF AMERICA PLAZA
33RD FLOOR
CHARLOTTE, NC 28255
1-800-626-2275
FORM N-14
PART C
OTHER INFORMATION
Item 16. Exhibits.
All references to the "Registration Statement" in the following
list of Exhibits refer to Nations Fund Trust's (the "Trust") Registration
Statement on Form N-1A (File Nos. 2-97817; 811-4305).
EXHIBIT NUMBER DESCRIPTION
(1)(a) Declaration of Trust, dated May 6, 1985,
incorporated by reference to Post-Effective
Amendment No. 57, filed November 5, 1998.
(1)(b) Certificate pertaining to the classification of
shares, dated May 17, 1985, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
(1)(c) Amendment to Declaration of Trust, dated July 27,
1987, incorporated by reference to Post-Effective
Amendment No. 57, filed November 5, 1998.
(1)(d) Certificate and Amendment to Declaration of
Trust, dated September 13, 1989, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
(1)(e) Certificate pertaining to the classification of
shares, dated August 24, 1990, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
(1)(f) Certificate and Amendment to Declaration of
Trust, dated November 26, 1990, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
(1)(g) Certificate pertaining to the classification of
shares, dated July 18, 1991, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
C-1
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(1)(h) Amendment to Declaration of Trust, dated March
25, 1992, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(1)(i) Certificate pertaining to the classification of
shares, dated March 26, 1992, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
(1)(j) Amendment to Declaration of Trust, dated
September 21, 1992, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(1)(k) Certificate pertaining to the classification of
shares creating "Investor B Shares" of the Money
Market Funds and creating "Investor C Shares" of
the Non-Money Market Funds and relating to the
establishment of Nations Intermediate Bond Fund
and Nations Tennessee Municipal Bond Fund, dated
March 26, 1993, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(1)(l) Certificate pertaining to the establishment of
Money Market Funds' Investor C shares, dated July
8, 1993, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(1)(m) Certificate relating to the establishment of the
Equity Index, Short-term Municipal Income,
Florida Municipal Bond, Georgia Municipal Bond,
North Carolina Municipal Bond, South Carolina
Municipal Bond, Tennessee Municipal Bond, Texas
Municipal Bond and Virginia Municipal Bond Funds,
dated September 21, 1993, incorporated by
reference to Post-Effective Amendment No.
57, filed November 5, 1998.
(1)(n) Certificate relating to the establishment of the
Special Equity Fund is incorporated by reference
to Post-Effective Amendment No. 30, filed
December 1, 1993.
(1)(o) Certificate pertaining to the classification of
shares, dated February 7, 1994, to be filed by
Post-Effective Amendment to the Registration
Statement.
C-2
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(1)(p) Certificate relating to the redesignation of
Investor B Shares and Investor C Shares of the
Non-Money Market Funds to "Investor C Shares" and
"Investor N Shares," respectively, dated March
24, 1994, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(1)(q) Certificate pertaining to the classification of
shares, dated October 14, 1994, incorporated by
reference to Post-Effective Amendment No. 36,
filed January 31, 1995.
(1)(r) Certificate pertaining to the classification of
shares relating to the renaming of the Nations
Special Equity Fund, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(1)(s) Certificate pertaining to the classification of
shares filed October 20, 1995, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
(1)(t) Amendment to Declaration of Trust, dated March
24, 1995, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(1)(u) Certificate pertaining to the classification of
shares, dated June 4, 1998, to be filed by
Post-Effective Amendment to the Registration
Statement.
(1)(v) Certificate pertaining to the classification of
shares, dated August 7, 1998, to be filed by
Post-Effective Amendment to the Registration
Statement.
(1)(w) Amendment pertaining to the appointment of
Registered Agent and Registered Office, dated
April 27, 1999, to be filed by Post-Effective
Amendment to the Registration Statement.
(1)(x) Certificate pertaining to the classification of
shares, dated May 26, 1999, to be filed by
Post-Effective Amendment to the Registration
Statement.
(2) Amended and Restated Code of Regulations as
approved and adopted by Registrant's Board of
Trustees and last amended April 13, 1995,
incorporated by reference to Post-Effective
Amendment No. 57, filed November 5, 1998.
C-3
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization,
filed herewith.
(5) Not Applicable.
(6)(a) Investment Advisory Agreement between Nations
Fund Trust and Banc of America Advisors, Inc.
(formerly NationsBanc Advisors, Inc.) ("BAAI"),
dated January 1, 1996, incorporated by reference
to Post-Effective Amendment No. 57, filed
November 5, 1998.
(6)(b) Sub-Advisory Agreement among BAAI, TradeStreet
Investment Associates, Inc. and Nations Fund
Trust, dated January 1, 1996, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
(6)(c) Sub-Advisory Agreement among BAAI, Bank of
America, N.A. (formerly NationsBank, N.A.) and
Nations Fund Trust, dated October 1, 1998, to be
filed by Post-Effective Amendment to the
Registration Statement.
(7) Distribution Agreement between Nations Fund Trust
and Stephens Inc., dated September 1, 1993,
incorporated by reference to Post-Effective
Amendment No. 57, filed November 5, 1998.
(8) Form of Nations Fund Trust Deferred Compensation
Plan, to be filed by Post-Effective Amendment to
the Registration Statement.
(9)(a) Custody Agreement between Nations Fund Trust and
The Bank of New York, dated October 19, 1998,
incorporated by reference to Post-Effective
Amendment No. 57, filed November 5, 1998.
(9)(b) Amendment to Custody Agreement dated September 1,
1999, to be filed by Post-Effective Amendment to
the Registration Statement.
(10)(a) Shareholder Administration Plan relating to
Primary B Shares, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(10)(b) Amended and Restated Shareholder Servicing and
Distribution Plan pursuant to Rule 12b-1 for
Investor A Shares, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
C-4
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(10)(c) Distribution Plan for Investor B Shares (formerly
Investor N Shares) of the Non-Money Market Funds,
incorporated by reference to Post-Effective
Amendment No. 57, filed November 5, 1998.
(10)(d) Amended and Restated Distribution Plan for
Investor B Shares of the Money Market Funds and
Investor C Shares (formerly Investor B Shares) of
the Non-Money Market Funds, incorporated by
reference to Post-Effective Amendment No. 57,
filed November 5, 1998.
(10)(e) Daily Distribution Plan, to be filed by
Post-Effective Amendment to the Registration
Statement.
(10)(f) Shareholder Servicing Plan relating to Primary B
Shares, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(10)(g) Shareholder Servicing Plan relating to Investor A
Shares, incorporated by reference to
Post-Effective Amendment No. 57, filed November
5, 1998.
(10)(h) Amended and Restated Shareholder Servicing Plan
relating to Investor B Shares of the Money Market
Funds and Investor C Shares of the Non-Money
Market Funds, Schedule I amended August 19, 1999,
to be filed by Post-Effective Amendment to the
Registration Statement.
(10)(i) Shareholder Servicing Plan relating to Investor C
Shares of the Money Market Funds and Investor B
Shares (formerly Investor N Shares) of the
Non-Money Market Funds, incorporated by reference
to Post-Effective Amendment No. 57, filed
November 5, 1998.
(10)(j) Daily Servicing Plan, to be filed by
Post-Effective Amendment to the Registration
Statement.
(10)(k) Transfer Agency and Services Agreement between
First Data Investor Services Group ("First Data")
and the Nations Funds Family, dated June 1, 1995,
to be filed by Post-Effective Amendment to the
Registration Statement.
C-5
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(10)(l) Rule 18f-3 Multi-Class Plan, amended August 19,
1999, incorporated by reference to Post-Effective
Amendment No. 57, filed November 5, 1998.
(10)(m) Cross Indemnification Agreement dated August 1,
1999 among Nations Fund, Inc., Nations Reserves,
Nations Fund Portfolios, Inc., Nations Master
Investment Trust and the Registrant, to be filed
by Post-Effective Amendment to the Registration
Statement.
(11) Opinion and Consent of Counsel, filed herewith.
(12) See Item 17(3) of this Part C.
(13)(a) Co-Administration Agreement among Nations Fund
Trust, Stephens Inc. and BAAI, dated December 1,
1998, Schedule I, dated August 19, 1999, to be
filed by Post-Effective Amendment to the
Registration Statement.
(13)(b) Sub-Administration Agreement among Nations Fund
Trust, The Bank of New York and BAAI dated
December 1, 1998, Schedule I dated August 19,
1999, to be filed by Post-Effective Amendment to
the Registration Statement.
(14) Consent of Independent Accountant
--PricewaterhouseCoopers LLP, filed herewith.
(15) Not applicable.
(16) Powers of Attorney, filed herewith.
(17)(a) Form of Proxy Ballots, filed herewith.
(17)(b) Prospectuses for the Primary A Shares of Nations
Managed Value Index Fund, Nations Managed Index
Fund, Nations Managed SmallCap Value Index Fund
and Nations Managed SmallCap Index Fund, dated
August 1, 1999, as supplemented, filed as part of
Post-Effective Amendment No. 63 and Amendment No.
65 to Nations' Registration Statement on Form
N-1A, filed on July 30, 1999.
C-6
<PAGE>
EXHIBIT NUMBER DESCRIPTION
(17)(c) Prospectuses for the Investor A Shares of Nations
Managed Value Index Fund, Nations Managed Index
Fund, Nations Managed SmallCap Value Index Fund
and Nations Managed SmallCap Index Fund, dated
August 1, 1999, as supplemented, filed as part of
Post-Effective Amendment No. 63 and Amendment No.
65 to Nations' Registration Statement on Form
N-1A, filed on July 30, 1999.
(17)(d) Statement of Additional Information for the
Primary A Shares and the Investor A Shares of
Nations Managed Value Index Fund, Nations Managed
Index Fund, Nations Managed SmallCap Value Index
Fund and Nations Managed SmallCap Index Fund,
dated August 1, 1999, as supplemented, filed as
part of Post-Effective Amendment No. 63 and
Amendment No. 65 to Nations' Registration
Statement on Form N-1A, filed on July 30, 1999.
(17)(e) Annual Report for Nations Managed Value Index
Fund, Nations Managed Index Fund, Nations Managed
SmallCap Value Index Fund and Nations Managed
SmallCap Index Fund, dated March 31, 1999.
(17)(f) Semi-Annual Report for Nations Managed Value
Index Fund, Nations Managed Index Fund, Nations
Managed SmallCap Value Index Fund and Nations
Managed SmallCap Index Fund, dated September 30,
1999.
Item 17. Undertakings.
(1) The undersigned agrees that, prior to any public
reoffering of the securities registered through the use of
a prospectus which is a part of this registration
statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reoffering prospectus will
contain the information called for by the applicable
registration form for the reofferings by persons who may
be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as
part of an amendment to the registration statement and
will not be used until the amendment is effective, and
that, in determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement for the securities
offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide
offering of them.
C-7
<PAGE>
(3) The undersigned Registrant agrees to file, by
post-effective amendment, an opinion of counsel or a copy
of an IRS ruling supporting the tax consequences of the
Reorganization within a reasonable time after receipt of
such opinion or ruling.
C-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form N-14 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Little
Rock, State of Arkansas on the 29th day of December, 1999.
NATIONS FUND TRUST
By: *
----------------------------------
A. Max Walker
President and Chairman
of the Board of Trustees
By: /s/ Richard H. Blank, Jr.
----------------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* President and Chairman December 29, 1999
- ---------------------------------------- of the Board of Trustees
(A. Max Walker) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Treasurer and Secretary December 29, 1999
- ---------------------------------------- (Principal Financial and
(Richard H. Blank, Jr.) Accounting Officer)
* Trustee December 29, 1999
- ----------------------------------------
(Edmund L. Benson, III)
* Trustee December 29, 1999
- ----------------------------------------
(James Ermer)
* Trustee December 29, 1999
- ----------------------------------------
(William H. Grigg)
Trustee December 29, 1999
- ----------------------------------------
(Thomas F. Keller)
* Trustee December 29, 1999
- ----------------------------------------
(Carl E. Mundy, Jr.)
* Trustee December 29, 1999
- ----------------------------------------
(Cornelius J. Pings)
* Trustee December 29, 1999
- ----------------------------------------
(Charles B. Walker)
* Trustee December 29, 1999
- ----------------------------------------
(Thomas S. Word, Jr.)
* Trustee December 29, 1999
- ----------------------------------------
(James B. Sommers)
/s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
*Attorney-in-Fact
</TABLE>
<PAGE>
NATIONS FUND TRUST
FILE NOS. 002-97817; 811-04305
EXHIBIT NUMBER DESCRIPTION
Ex-99.4 Form of Agreement and Plan of Reorganization
Ex-99.11 Opinion and Consent of Morrison & Foerster LLP
Ex-99.14 Opinion and Consent of Accountants -
PricewaterhouseCoopers LLP
Ex-99.16 Powers of Attorney
Ex-99.17(a) Form of Proxy Ballots
EX.99.4
FORM OF AGREEMENT AND PLAN OF
REORGANIZATION
FOR
NATIONS MANAGED VALUE INDEX FUND,
NATIONS MANAGED INDEX FUND,
NATIONS MANAGED SMALLCAP VALUE INDEX FUND
AND
NATIONS MANAGED SMALLCAP INDEX FUND
OF NATIONS FUND TRUST
JANUARY ___, 2000
<PAGE>
This FORM OF AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is
made as of this day of January, 2000 by Nations Fund Trust (the "Trust"), a
Massachusetts business trust, for itself and on behalf of Nations Managed Value
Index Fund, Nations Managed SmallCap Value Index Fund, Nations Managed Index
Fund and Nations Managed SmallCap Index Fund.
WHEREAS, the Trust is an open-end management investment company
registered with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the parties desire that the Fund Assets and Liabilities (as
defined below) of the Trust's Nations Managed Value Index Fund and Nations
Managed SmallCap Value Index Fund (each, an "Acquired Fund," and, collectively,
the "Acquired Funds") be conveyed to and be acquired and assumed, respectively,
by the Trust's Managed Index Fund and Managed SmallCap Index Fund (each, an
"Acquiring Fund," and collectively, the "Acquiring Funds") in exchange for
shares of equal U.S. dollar value of the Acquiring Funds as set forth on the
attached Schedule A, which shall thereafter promptly be distributed to the
shareholders of the Acquired Funds in connection with their liquidation as
described in this Agreement (each such acquisition and assumption of an Acquired
Fund's Fund Assets and Liabilities by the corresponding Acquired Fund a
"Reorganization," and, collectively, the "Reorganizations"); and
WHEREAS, the parties intend that each Reorganization qualify as a
"reorganization," within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), and that the Acquired Fund and the
corresponding Acquiring Fund will each be a "party to a reorganization," within
the meaning of Section 368(b) of the Code, with respect to the Reorganization.
NOW, THEREFORE, in accordance with the terms and conditions described
herein, the Acquired Funds and Acquiring Funds shall be consolidated as follows:
1. Conveyance of Fund Assets and Liabilities of the Acquired Funds.
(a) Except as provided below, at the Effective Time of the
Reorganization (as defined in Section 8) all assets of every kind, and all
interests, rights, privileges and powers of the Acquired Funds (the "Fund
Assets"), subject to all liabilities of the Acquired Funds existing as of the
Effective Time of the Reorganization (the "Liabilities"), shall be transferred
by each Acquired Fund to each corresponding Acquiring Fund and shall be accepted
and assumed by such Acquiring Fund, as more particularly set forth in this
Agreement, such that at and after the Effective Time of the Reorganization: (i)
all Fund Assets of the Acquired Funds shall become the assets of the Acquiring
Funds, and (ii) all Liabilities of the Acquired Funds shall attach to the
Acquiring Funds, enforceable against the Acquiring Funds to the same extent as
if originally incurred by them.
(b) It is understood and agreed that the Fund Assets shall
include all property and assets of any nature whatsoever, including, without
limitation, all cash, cash equivalents, securities, claims (whether absolute or
contingent, known or unknown, accrued or unaccrued) and receivables (including
dividend and interest receivables) owned or exercisable by the Acquired Funds,
and any deferred or prepaid expenses shown as an asset on the Acquired Funds'
books, that the Liabilities of the Acquired Funds shall include all liabilities,
whether known or unknown, accrued or unaccrued, absolute or contingent, in all
cases, existing at the Effective Time of the Reorganization.
(c) At least fifteen (15) business days prior to the Closing
Date (as defined in Section 8), the Acquired Funds will provide to, or cause to
be provided to, the Acquiring Funds, a schedule of its securities, other assets
and its known liabilities. It is understood and agreed that the Acquired Funds
may sell any of the securities or other assets shown on such schedule prior to
the Effective Time of the Reorganization but will not, without the prior
approval of the Acquiring Funds, acquire any additional securities other than
securities that the Acquiring Funds are permitted to purchase in accordance with
their stated investment objective and policies. At least ten (10) business days
prior to the Closing Date, the Acquiring Funds will advise the corresponding
Acquired Funds of any investments of the Acquired Funds shown on such schedule
that the Acquiring Funds would not be permitted to hold, pursuant to its stated
1
<PAGE>
investment objective and policies or otherwise. An Acquired Fund, if requested
by the corresponding Acquiring Fund, will dispose of any such securities prior
to the Closing Date to the extent practicable and consistent with applicable
legal requirements. In addition, if it is determined that the investment
portfolios of an Acquired Fund and its corresponding Acquiring Fund, when
aggregated, would contain investments exceeding certain percentage limitations
applicable to such Acquiring Fund, the Acquired Fund, if requested by the
corresponding Acquiring Fund, will dispose of a sufficient amount of such
investments as may be necessary to avoid violating such limitations as of the
Effective Time of the Reorganization.
(d) The Fund Assets shall be transferred and conveyed to the
Acquiring Funds on the following basis:
(1) In exchange for the transfer of the Fund Assets, the
Acquiring Funds shall simultaneously issue to the corresponding
Acquired Funds at the Effective Time of the Reorganization full and
fractional Primary A Shares, Primary B Shares, Investor A Shares,
Investor B Shares and Investor C Shares of the Acquiring Funds having
an aggregate net asset value equal to the net value of the Fund Assets
minus Liabilities so conveyed and assumed, all determined in accordance
with this Agreement. In this regard, the number of full and fractional
shares of the Acquiring Funds delivered to the Acquired Funds shall be
determined by dividing the value of the Fund Assets minus Liabilities,
computed in the manner and as of the time and date set forth in this
Agreement, by the net asset value of one Acquiring Funds' Primary A,
Primary B, Investor A, Investor B or Investor C Share, computed in the
manner and as of the time and date set forth in this Agreement.
(2) The net asset value of shares to be delivered by the
Acquiring Funds, and the net value of the Fund Assets minus Liabilities
to be conveyed by the Acquired Funds and assumed by the Acquiring
Funds, shall, in each case, be determined as of the Valuation Time as
defined in Section 3. The net asset value of Primary A Shares, Primary
B Shares, Investor A Shares, Investor B Shares and Investor C Shares of
the Acquiring Funds shall be computed in accordance with its then
current valuation procedures. In determining the value of the Fund
Assets, each security to be included in the Fund Assets shall be priced
in accordance with the Acquiring Funds' then current valuation
procedures.
2. Liquidation of the Acquired Funds. At the Effective Time of the
Reorganization, the Acquired Funds shall make a liquidating distribution to its
shareholders as follows: Shareholders of record of the Acquired Funds shall be
credited with full and fractional shares of the respective Primary A Shares,
Primary B Shares, Investor A Shares, Investor B Shares and Investor C Shares
that are issued by the Acquiring Funds in connection with the Reorganization
corresponding to the Acquiring Funds' shares that are held of record by the
shareholder at the Effective Time of the Reorganization. Each such shareholder
also shall have the right to receive any unpaid dividends or other distributions
which were declared before the Effective Time of the Reorganization with respect
to the Acquired Funds' shares that are held of record by the shareholder at the
Effective Time of the Reorganization, and the Trust shall record on its books
the ownership of the respective Acquiring Funds' shares by such shareholders
(the "Transferor Record Holders"). All of the issued and outstanding shares of
the Acquiring Funds at the Effective Time of the Reorganization shall be
redeemed and canceled on the books of the Trust at such time. As soon as
reasonably possible after the Effective Time of the Reorganization, the Trust
shall wind up the affairs of the Acquired Funds and shall file any final
regulatory reports, including but not limited to any Form N-SAR and Rule 24f-2
filings, with respect to the Acquired Funds, and also shall take all other steps
as are necessary and proper to effect the termination or declassification of the
Acquired Funds in accordance with all applicable laws.
3. Valuation Time. The "Valuation Time" shall be the time as of which
the net asset value of each class of shares of each of the Acquired Funds and
the Acquiring Funds is determined pursuant to their respective valuation
procedures on the Closing Date or such earlier or later time as may be mutually
agreed to in writing by the parties hereto.
2
<PAGE>
4. Certain Representations, Warranties and Agreements of the Trust on
behalf of the Acquired Funds. The Trust, on behalf of itself and, where
appropriate, the Acquired Funds, represents and warrants to, and agrees with,
the Trust on behalf of the Acquiring Funds as follows, with such
representations, warranties and agreements made on behalf of the Acquiring Funds
on a several (and not joint, or joint and several) basis:
(a) The Trust is a corporation, duly created, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts. The
Trust is registered with the SEC as an open-end management investment company
under the 1940 Act, and such registration is in full force and effect.
(b) The Trust has the power to own all of its properties and
assets and to consummate the transactions contemplated herein, and has all
necessary federal, state and local authorizations to carry on its business as
now being conducted and to consummate the transactions contemplated by this
Agreement.
(c) This Agreement has been duly authorized by the Board of
Trustees of the Trust on behalf of the Acquired Funds, and executed and
delivered by duly authorized officers of the Trust, and represents a valid and
binding contract, enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium,
and other similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles. The execution and delivery
of this Agreement does not, and, subject to the approval of shareholders
referred to in Section 6, the consummation of the transactions contemplated by
this Agreement will not, violate the Declaration of Trust of the Trust or any
material agreement or arrangement to which it is a party or by which it is
bound.
(d) The Trust's Acquired Funds have elected to qualify and have
qualified as "regulated investment companies" under Part I of Subchapter M of
Subtitle A, Chapter 1, of the Code, as of and since their first taxable year;
have been regulated investment companies under such Part of the Code at all
times since the end of their first taxable year when they so qualified; and
qualify and shall continue to qualify as regulated investment companies for
their taxable years ending upon their liquidations.
(e) The Trust has valued, and will continue to value, the
portfolio securities and other assets of the Acquired Funds in accordance with
applicable legal requirements.
(f) The proxy materials included within the Registration
Statement on Form N-14 (the "N-14 Registration Statement") from its effective
date with the SEC, through the time of the shareholders meeting referred to in
Section 6 and the Effective Time of the Reorganization, insofar as they relate
to the Trust, (i) shall comply in all material respects with the provisions of
the Securities Exchange Act of 1934 as amended (the "1934 Act") and the 1940
Act, the rules and regulations thereunder, and state securities laws, and (ii)
shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
made therein not misleading.
(g) All of the issued and outstanding shares of the Acquired
Funds have been validly issued and are fully paid and non-assessable, and were
offered for sale and sold in conformity with the registration requirements of
all applicable federal and state securities laws.
(h) The Trust shall operate the business of the Acquired Funds
in the ordinary course between the date hereof and the Effective Time of the
Reorganization, except that the Trust shall complete all measures in respect of
the Acquired Funds prior to the Effective Time of the Reorganization to ensure
that each Reorganization qualifies as a "reorganization" within the meaning of
Section 368(a) of the Code, regardless of whether such measures are in the
ordinary course. It is understood that such ordinary course of business will
include the declaration and payment of customary dividends and distributions and
any other dividends and distributions deemed advisable in anticipation of the
Reorganizations. Notwithstanding anything herein to the contrary, the Trust may
take all appropriate action necessary in order for the Trust to receive the
opinion provided for in Sections 9(e) and 10(g).
3
<PAGE>
(i) At the Effective Time of the Reorganization, the Acquired
Funds will have good and marketable title to the Fund Assets and full right,
power and authority to assign, deliver and otherwise transfer such assets.
(j) At the Effective Time of the Reorganization, all federal and
other tax returns and reports of the Acquired Funds required by law to have been
filed by such time shall have been filed, and all federal and other taxes shall
have been paid so far as due, or provision shall have been made for the payment
thereof and, to the best knowledge of management of the Trust, no such return or
report shall be currently under audit and no assessment shall have been asserted
with respect to such returns or reports.
5. Certain Representations, Warranties and Agreements of the Trust on
behalf of the Acquiring Funds. The Trust, on behalf of itself and where
appropriate, the Acquiring Funds, represents and warrants to, and agrees with
the Trust on behalf of the Acquired Funds as follows, with such representations,
warranties and agreements made on behalf of the Acquiring Funds on a several
(and not joint, or joint and several) basis:
(a) The Trust is a corporation duly created, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts. The
Trust is registered with the SEC as an open-end management investment company
under the 1940 Act and such registration is in full force and effect.
(b) The Trust has the power to own all of its properties and
assets and to consummate the transactions contemplated herein, and has all
necessary federal, state and local authorizations to carry on its business as
now being conducted and to consummate the transactions contemplated by this
Agreement.
(c) This Agreement has been duly authorized by the Board of
Trustees of the Trust on behalf of the Acquiring Funds, and executed and
delivered by duly authorized officers of the Trust, and represents a valid and
binding contract, enforceable in accordance with its terms, subject as to
enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium
and other similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement will not, violate the Declaration of Trust of the
Trust or any material agreement or arrangement to which it is a party or by
which it is bound.
(d) The Acquiring Funds have elected to qualify and have
qualified as "regulated investment companies" under Part I of Subchapter M of
Subtitle A, Chapter 1, of the Code, as of and since their first taxable year;
have been regulated investment companies under such Part of the Code at all
times since the end of their first taxable year when they so qualified; and
qualify and shall continue to qualify as regulated investment companies for
their current taxable years.
(e) The Trust has valued, and will continue to value, the
portfolio securities and other assets of the Acquiring Funds in accordance with
applicable legal requirements.
(f) The N-14 Registration Statement, including the proxy
materials contained therein, from its effective date with the SEC through the
time of the shareholders meeting referred to in Section 6 and at the Effective
Time of the Reorganization, insofar as it relates to the Trust, or the Acquiring
Funds, or the Primary A Shares, Primary B Shares, Investor A Shares, Investor B
Shares or Investor C Shares of the Acquiring Funds to be issued pursuant thereto
(i) shall comply in all material respects with the provisions of the Securities
Act of 1933, as amended, (the "1933 Act"), the 1934 Act and the 1940 Act, the
rules and regulations thereunder, and state securities laws, and (ii) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein
not misleading.
(g) The shares of the Acquiring Funds to be issued and delivered
to the corresponding Acquired Funds for the account of the shareholders of the
Acquired Funds, pursuant to the terms hereof, shall have been duly authorized as
of the Effective Time of the Reorganization and, when so issued and
4
<PAGE>
delivered, shall be duly and validly issued, fully paid and non-assessable, and
no shareholder of the Acquiring Funds shall have any preemptive right of
subscription or purchase in respect thereto.
(h) All of the issued and outstanding shares of the Acquiring
Funds have been validly issued and are fully paid and non-assessable, and were
offered for sale and sold in conformity with the registration requirements of
all applicable federal and state securities laws.
(i) The Trust shall operate the business of the Acquiring Funds
in the ordinary course between the date hereof and the Effective Time of the
Reorganization, except that the Trust shall complete all measures in respect of
the Acquiring Funds prior to the Effective Time of the Reorganization to ensure
that each Reorganization qualifies as a "reorganization" within the meaning of
Section 368(a) of the Code, regardless of whether such measures are in the
ordinary course. It is understood that such ordinary course of business will
include the declaration and payment of customary dividends and distributions and
any other dividends and distributions deemed advisable in anticipation of the
Reorganizations.
(j) At the Effective Time of the Reorganization, all federal and
other tax returns and reports of the Acquiring Funds required by law to have
been filed by such time shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provision shall have been made for the
payment thereof and, to the best knowledge of management of the Trust, no such
return or report shall be currently under audit and no assessment shall have
been asserted with respect to such returns or reports.
6. Shareholder Action. As soon as practicable after the effective date
of the N-14 Registration Statement the Trust shall hold a meeting(s) of the
shareholders of the Acquired Funds for the purpose of considering and voting
upon:
(a) approval of this Agreement and the Reorganization
contemplated hereby; and
(b) such other matters as may be determined by the Board of
Trustees of the Trust.
7. Regulatory Filings. As soon as practicable, the Trust shall file an
N-14 Registration Statement with the SEC, which shall include all proxy
materials required in connection with the Acquired Funds' shareholder approval
referenced in Section 6, and, where required, with appropriate state securities
regulatory authorities.
8. Closing Date, Effective Time of the Reorganization. The "Closing
Date" shall be May 12, 2000, or such earlier or later date as may be mutually
agreed in writing by the parties hereto. Delivery of the Fund Assets and the
shares of the Acquiring Funds to be issued pursuant to Section 1 and the
liquidation of the Acquired Funds pursuant to Section 2 shall occur on the day
following the Closing Date, whether or not such day is a business day, or on
such other date, and at such place and time, as may be mutually agreed in
writing, by the parties hereto. The date and time at which such actions are
taken are referred to herein as the "Effective Time of the Reorganization." To
the extent any Fund Assets are, for any reason, not transferred at the Effective
Time of the Reorganization, the Trust shall cause such Fund Assets to be
transferred in accordance with this Agreement at the earliest practicable date
thereafter.
9. Conditions to the Trust's Obligations on Behalf of the Acquired
Funds. The obligations of the Trust hereunder shall be subject to the following
conditions precedent:
(a) This Agreement and the Reorganization shall have been
approved by the Board of Trustees of the Trust and by a majority of the
shareholders of the Acquired Funds in the manner required by applicable law and
this Agreement.
(b) All representations and warranties of the Trust made in this
Agreement shall be true and correct in all material respects as if made at and
as of the Valuation Time and the Effective Time of the Reorganization.
5
<PAGE>
(c) The Trust shall have delivered a certificate executed in its
name by its President or Vice President and its Treasurer or Assistant
Treasurer, in a form reasonably satisfactory and dated as of the Closing Date,
to the effect that the representations and warranties of the Acquiring Funds
made in this Agreement are true and correct at and as of the Valuation Time and
that, to the best of its knowledge, the Fund Assets include only assets which
the Acquiring Funds may properly acquire under their investment objectives,
policies and limitations and may otherwise be lawfully acquired by the Acquiring
Funds.
(d) The Trust shall have received an opinion of Morrison &
Foerster LLP, as counsel to the Trust in form reasonably satisfactory to the
Trust and dated the Closing Date, substantially to the effect that (i) the Trust
is a corporation duly established and validly existing under the laws of the
Commonwealth of Massachusetts; (ii) the shares of the Acquiring Funds to be
delivered to the Acquired Funds as provided for by this Agreement are duly
authorized and upon delivery will be validly issued, fully paid and
non-assessable by the Trust; (iii) this Agreement has been duly authorized,
executed and delivered by the Trust, and represents a legal, valid and binding
contract, enforceable in accordance with its terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and such counsel shall express no opinion with respect to the
application of equitable principles in any proceeding whether at law or in
equity; (iv) the execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated by this Agreement will not,
violate the Declaration of Trust of the Trust or any material contract known to
such counsel to which the Trust is a party or by which it is bound; and (v) no
consent, approval, authorization or order of any court or governmental authority
is required for the consummation by the Trust of the transactions contemplated
by this Agreement, except such as have been obtained under the 1933 Act, the
1934 Act, the 1940 Act, the rules and regulations under those Acts and such as
may be required by state securities laws or such as may be required subsequent
to the Effective Time of the Reorganization. Such opinion may rely on the
opinion of other counsel to the extent set forth in such opinion, provided such
other counsel is reasonably acceptable to the Trust.
(e) The Trust shall have received an opinion of Morrison &
Foerster LLP, based upon representations made in certificates provided by the
Trust and/or its affiliates and/or principal shareholders of the Acquired Funds
to Morrison & Foerster LLP, addressed to the Trust in a form reasonably
satisfactory to the Trust, and dated as of the Closing Date, with respect to the
matters specified in Subsection 10(g).
(f) The Trust shall have received (i) a memorandum addressed to
the Trust, in a form reasonably satisfactory to them, prepared by Morrison &
Foerster LLP, or another person approved by the parties, concerning the
registration of shares to be issued by the Trust pursuant to this Agreement
under applicable state securities laws or the exemption from registration under
such laws, and (ii) assurance reasonably satisfactory to it that all permits and
other authorizations necessary under state securities laws to consummate the
transactions contemplated by this Agreement have been obtained.
(g) The N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending the effectiveness shall have
been instituted, or to the knowledge of the Trust, contemplated by the SEC.
(h) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein.
(i) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking
to enjoin consummation of the transactions contemplated by this Agreement under
Section 25(c) of the 1940 Act.
(j) The Trust on behalf of the Acquired Funds shall have
performed and complied in all material respects with each of its agreements and
covenants required by this Agreement to be performed or complied with by it
prior to or at the Valuation Time and the Effective Time of the Reorganization.
6
<PAGE>
(k) The Trust shall have received a duly executed instrument
whereby the Acquiring Funds assume all of the liabilities of the Acquired Funds.
10. Conditions to the Trust's Obligations on behalf of the Acquiring
Funds. The obligations of the Trust hereunder shall be subject to the following
conditions precedent:
(a) This Agreement and the Reorganization shall have been
approved by the Board of Trustees of the Trust on behalf of the Acquiring Funds
and by a majority of the shareholders of the Acquired Funds in the manner
required by applicable law and this Agreement.
(b) The Trust shall have delivered to the Trust a statement of
assets and liabilities of the Acquired Funds, showing the tax costs of such
securities by lot and the holding periods of such securities, as of the
Valuation Time, certified by the Treasurer or Assistant Treasurer of the Trust
as having been prepared in accordance with generally accepted accounting
principles consistently applied.
(c) The Trust shall have duly executed and delivered to the
Trust such bills of sale, assignments, certificates and other instruments of
transfer ("Transfer Documents") as the Trust may deem necessary or desirable to
transfer all of the Acquired Funds' rights, titles and interests in and to the
Fund Assets.
(d) All representations and warranties of the Trust made in this
Agreement shall be true and correct in all material respects as if made at and
as of the Valuation Time and the Effective Time of the Reorganization.
(e) The Trust shall have delivered a certificate executed in its
name by its President or Vice President and its Treasurer or Assistant
Treasurer, in a form reasonably satisfactory and dated as of the Closing Date,
to the effect that the representations and warranties of the Acquired Funds made
in this Agreement are true and correct at and as of the Valuation Time.
(f) The Trust shall have received an opinion of Morrison &
Foerster LLP, as counsel to the Trust, in a form reasonably satisfactory to the
Trust and dated the Closing Date, substantially to the effect that (i) the Trust
is a business trust duly established and validly existing under the laws of the
Commonwealth of Massachusetts; (ii) this Agreement has been duly authorized,
executed and delivered by the Trust and represents a legal, valid and binding
contract, enforceable in accordance with its terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and such counsel shall express no opinion with respect to the
application of equitable principles in any proceeding, whether at law or in
equity; (iii) the execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated by this Agreement will not,
violate the Declaration of Trust of the Trust or any material contract known to
such counsel to which the Trust is a party or by which it is bound; and (iv) no
consent, approval, authorization or order of any court or governmental authority
is required for the consummation by the Trust of the transactions contemplated
by this Agreement, except such as have been obtained under the 1933 Act, the
1934 Act, the 1940 Act, the rules and regulations under those Acts and such as
may be required under the state securities laws or such as may be required
subsequent to the Effective Time of the Reorganization. Such opinion may rely on
the opinion of other counsel to the extent set forth in such opinion, provided
such other counsel is reasonably acceptable to the Trust.
(g) The Trust shall have received an opinion of Morrison &
Foerster LLP, based upon representations made in certificates provided by the
Trust and/or its affiliates and/or principal shareholders of the Acquiring Funds
to Morrison & Foerster LLP, addressed to the Trust in a form reasonably
satisfactory to the Trust, and dated as of the Closing Date, substantially to
the effect that, for federal income tax purposes, each Reorganization will
qualify as a "reorganization," within the meaning of Section 368(a) of the Code,
and the Acquiring Fund and the corresponding Acquired Fund will each be a "party
to a reorganization," within the meaning of Section 368(b) of the Code, with
respect to the Reorganization.
7
<PAGE>
(h) The Fund Assets to be transferred to the Acquiring Funds
under this Agreement shall include no assets which the Acquiring Funds may not
properly acquire pursuant to its investment objectives, policies or restrictions
or may not otherwise lawfully acquire.
(i) The N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending such effectiveness shall have
been instituted or, to the knowledge of the Trust, contemplated by the SEC.
(j) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it is sought to
restrain or prohibit or obtain damages or other relief in connection with this
Agreement or the transactions contemplated herein.
(k) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking
to enjoin consummation of the transactions contemplated by this Agreement under
Section 25(c) of the 1940 Act.
(l) The Trust on behalf of the Acquiring Funds shall have
performed and complied in all material respects with each of its agreements and
covenants required by this Agreement to be performed or complied with by it
prior to or at the Valuation Time and the Effective Time of the Reorganization.
(m) Prior to the Valuation Time, each Acquired Fund shall have
declared a dividend or dividends, with a record date and ex-dividend date prior
to the Valuation Time, which, together with all previous dividends, shall have
the effect of distributing to its shareholders all of its "net investment
company taxable income" (as defined in the Code and computed without regard to
any deduction for dividends paid), if any, for all taxable periods or years
ending on or before the Effective Time of the Reorganization, and all of its net
capital gain, if any, realized in taxable periods of years ending on or before
Effective Time of the Reorganization.
11. Survival of Representations and Warranties. The representations and
warranties of the Trust on behalf of the Acquiring Funds set forth in this
Agreement shall survive the delivery of the Fund Assets to the Acquiring Funds
and the issuance of the shares of the Acquiring Funds at the Effective Time of
the Reorganization.
12. Tax Matters.
(a) The Trust hereby represents, warrants and covenants that it shall
use its best efforts to cause each Reorganization to qualify, and will not
(whether before or after consummation of the Reorganizations) take any actions
that could prevent each Reorganization from qualifying, as a "reorganization"
under the provisions of Section 368 of the Code.
(b) Except where otherwise required by law, the parties shall not take
a position on any tax returns inconsistent with the treatment of each
Reorganization for tax purposes as a "reorganization," within the meaning of
Section 368(a) of the Code and each Acquiring Fund and each Acquired Fund will
comply with the record keeping and information filing requirements of Section
1.368-3 of the Treasury Regulation in accordance therewith.
13. Termination of Agreement. This Agreement may be terminated by a
party at or, in the case of Subsection 13(c), below, at any time prior to, the
Effective Time of the Reorganization by a vote of a majority of its Board of
Trustees as provided below:
(a) By the Trust on behalf of the Acquiring Funds if the
conditions set forth in Section 11 are not satisfied as specified in said
Section;
(b) By the Trust on behalf of the Acquired Funds if the
conditions set forth in Section 10 are not satisfied as specified in said
Section; and
8
<PAGE>
(c) By mutual written consent of both parties.
14. Governing Law. This Agreement and the transactions contemplated
hereby shall be governed, construed and enforced in accordance with the laws of
the State of New York, except to the extent preempted by federal law.
15. Brokerage Fees and Expenses.
(a) The Trust represents and warrants that there are no brokers
or finders entitled to receive any payments in connection with the transactions
provided for herein.
(b) Banc of America Advisors, Inc. or its affiliates will be
responsible for the customary expenses related to entering into and carrying out
the provisions of this Agreement, whether or not the transactions contemplated
hereby are consummated.
16. Amendments.
This Agreement may be amended, modified or supplemented in such
manner as may be agreed upon in writing by the authorized officers of the Trust,
acting on behalf of the Acquiring Funds and the Acquired Funds; provided,
however, that following the meeting of the shareholders of the Acquired Funds,
no such amendment may have the effect of changing the provisions for determining
the number of shares of the Acquiring Funds to be issued to the Transferor
Record Holders under this Agreement to the detriment of such Transferor Record
Holders, or otherwise materially and adversely affecting the Acquired Funds,
without the Acquiring Funds obtaining their shareholders' further approval.
At any time prior to or (to the fullest extent permitted by law)
after approval of this Agreement by the shareholders of the Acquired Funds, the
Trust, on behalf of either the Acquired Funds, or the Trust, on behalf of the
Acquiring Funds, may waive any breach or failure to satisfy any of the
conditions to the obligations set forth herein (such waiver to be in writing and
authorized by the Board of Trustees).
17. Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers designated below as
of the date first written above.
NATIONS FUND TRUST
On behalf of the Acquired Funds
ATTEST:
_____________________________________ By: /s/ Richard H. Blank, Jr.
Name: Richard H. Blank, Jr.
Title: Secretary
NATIONS FUND TRUST
On behalf of the Acquiring Funds
ATTEST:
_____________________________________ By: /s/ Richard H. Blank, Jr.
Name: Richard H. Blank, Jr.
Title: Secretary
10
EX.99.11
[MORRISON & FOERSTER LLP LETTERHEAD]
December 29, 1999
Nations Fund Trust
One Bank of America Plaza
Charlotte, NC 28255
Re: Units of Beneficial Interest of Nations Fund Trust
Ladies and Gentlemen:
We refer to the Registration Statement on Form N-14 (the "Registration
Statement") of Nations Fund Trust (the "Trust") relating to the registration of
an indefinite number of units of beneficial interest (the "Shares"), of certain
Funds of the Trust (the "Funds").
We have been requested by the Trust to furnish this opinion as Exhibit
11 to the Registration Statement.
We have examined documents relating to the organization of the Trust
and the authorization and issuance of the Shares. We have also made such
inquiries of the Trust and examined such questions of law as we have deemed
necessary for the purpose of rendering the opinion set forth herein. We have
assumed the genuineness of all signatures and the authenticity of all items
submitted to us as originals and the conformity with originals of all items
submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Shares by the Trust has been duly and validly
authorized by all appropriate action and, assuming delivery in accordance with
the description set forth in the Combined Proxy Statement/Prospectus included in
the Registration Statement, the Shares will be legally issued, fully paid and
nonassessable by the Trust.
<PAGE>
Nations Fund Trust
December 29, 1999
Page Two
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we hereby consent to the use of our name and to the
description of advice rendered by our firm under the headings "The
Reorganization--Federal Income Tax Considerations" in the Combined Proxy
Statement/Prospectus and under the heading "Counsel" in the Statement of
Additional Information, which are incorporated by reference into the
Registration Statement.
Very truly yours,
/s/Morrison & Foerster LLP
MORRISON & FOERSTER LLP
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Statement of
Additional Information of Nations Managed Value Index Fund, Nations Managed
Index Fund, Nations Managed SmallCap Value Index Fund and Nations Managed
SmallCap Index Fund (the "Funds") constituting part of this registration
statement on Form N-14 (the "Registration Statement") of our report dated May
28, 1999, relating to the financial statements and financial highlights of the
Funds, and to the incorporation by reference of our report into the Combined
Proxy Statement/Prospectus, which also constitutes part of this Registration
Statement. We also consent to the references to us under the heading "Financial
Statements" in such Combined Proxy Statement/Prospectus, under the heading
"Financial highlights" in the Funds' Prospectuses dated August 1, 1999 and under
the heading "Independent Accountants and Reports" in the Funds' Statement of
Additional Information dated August 1, 1999.
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
December 27, 1999
EX.99.16
POWER OF ATTORNEY
Edmund L. Benson, III, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as a trustee of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ Edmund L. Benson, III
---------------------------------
Edmund L. Benson, III
<PAGE>
EX.99.16
POWER OF ATTORNEY
James Ermer, whose signature appears below, does hereby constitute
and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M. Kurucza, Marco
E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorneys and agents, with power of substitution or resubstitution, to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as a trustee of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ James Ermer
---------------------------------
James Ermer
<PAGE>
EX.99.16
POWER OF ATTORNEY
William H. Grigg, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as a trustee of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ William H. Grigg
---------------------------------
William H. Grigg
<PAGE>
EX.99.16
POWER OF ATTORNEY
A. Max Walker, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as an officer of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ A. Max Walker
---------------------------------
A. Max Walker
<PAGE>
EX.99.16
POWER OF ATTORNEY
Charles B. Walker, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as a trustee of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ Charles B. Walker
---------------------------------
Charles B. Walker
<PAGE>
EX.99.16
POWER OF ATTORNEY
Thomas S. Word, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as a trustee of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ Thomas S. Word. Jr.
---------------------------------
Thomas S. Word, Jr.
<PAGE>
EX.99.16
POWER OF ATTORNEY
Dr. Cornelius J. Pings, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as an officer of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ Dr. Cornelius J. Pings
---------------------------------
Dr. Cornelius J. Pings
<PAGE>
EX.99.16
POWER OF ATTORNEY
Carl E. Mundy, Jr., whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as an officer of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ Carl E. Mundy, Jr.
---------------------------------
Carl E. Mundy, Jr.
<PAGE>
EX.99.16
POWER OF ATTORNEY
James B. Sommers, whose signature appears below, does hereby
constitute and appoint R. Gregory Feltus, Richard H. Blank, Jr., Robert M.
Kurucza, Marco E. Adelfio and Steven G. Cravath, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents, each individually, may deem necessary or advisable or
which may be required to enable Nations Fund Trust (the "Trust") to comply with
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended (the "1933 Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing and effectiveness of the Trust's Registration Statement(s) on Form N-14
pursuant to the 1933 Act, and to qualify or register for sale any securities in
any state including specifically, but without limiting the generality of the
foregoing, the power and authority to sign, in the name and on behalf of the
undersigned as an officer of the Trust, such Registration Statement(s), and any
and all amendments thereto, filed with the Securities and Exchange Commission
under the 1933 Act, and any other instruments or documents related thereto, and
the undersigned does hereby ratify and confirm all that said attorneys and
agents, individually or collectively, shall do or cause to be done by virtue
thereof.
Dated: December 9, 1999
/s/ James B. Sommers
---------------------------------
James B. Sommers
EX.99.17(a)
NATIONS MANAGED VALUE INDEX FUND
NATIONS FUND TRUST
PROXY CARD
SPECIAL MEETING OF SHAREHOLDERS-APRIL 21, 2000
The undersigned hereby appoints Robert B. Carroll, 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 Managed Value Index 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, April 21,
2000, 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 COMBINED PROXY STATEMENT/PROSPECTUS, DATED FEBRUARY 1,
2000.
YOU 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. YOU ALSO
MAY SUBMIT PROXIES: 1) BY FACSIMILE AT (704) XXX-XXXX; 2) BY DIALING (800)
XXX-XXXX; 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 MANAGED VALUE INDEX FUND
VOTE ON PROPOSAL
To approve an Agreement and Plan of Reorganization, dated as of January
26, 2000 (the "Reorganization Agreement"), by and between the Trust, on
behalf of the Nations Managed Value Index Fund (the "Fund"), and the
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 MANAGED SMALLCAP VALUE INDEX FUND
NATIONS FUND TRUST
PROXY CARD
SPECIAL MEETING OF SHAREHOLDERS-APRIL 21, 2000
The undersigned hereby appoints Robert B. Carroll, 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 Managed SmallCap Value Index 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, April
21, 2000, 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 COMBINED PROXY STATEMENT/PROSPECTUS, DATED FEBRUARY 1,
2000.
YOU 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. YOU ALSO
MAY SUBMIT PROXIES: 1) BY FACSIMILE AT (704) XXX-XXXX; 2) BY DIALING (800)
XXX-XXXX; 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 MANAGED SMALLCAP VALUE INDEX FUND
VOTE ON PROPOSAL
To approve an Agreement and Plan of Reorganization, dated as of January
26, 2000 (the "Reorganization Agreement"), by and between the Trust, on
behalf of the Nations Managed SmallCap Value Index Fund, and the
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
