NATIONS FUND TRUST, 485BPOS, 2001-01-11

NATIONS FUND TRUST
485BPOS, 2001-01-11

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As filed with the Securities and Exchange Commission
on January 11, 2001
Registration No. 2-97817; 811-4305

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Post-Effective Amendment No. 67 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 69 [X]

(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) 321-7854
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis
Morrison & Foerster LLP & Frankel
2000 Pennsylvania Ave., N.W. 919 3rd Avenue
Suite 5500 New York, New York 10022
Washington, D.C. 20006

It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant [ ] on (date) pursuant
to Rule 485(b), or to Rule 485(b), or
[ ] 60 days after filing pursuant [ ] on (date) pursuant
to Rule 485(a), or to Rule 485(a).
[ ] 75 days after filing pursuant to [ ] on (date) pursuant to
paragraph (a)(2) paragraph(a)(2) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

<PAGE>

EXPLANATORY NOTE
----------------

The Registrant is filing this Post-Effective Amendment No. 67 to the
Nations Fund Trust (the "Trust") Registration Statement for the purpose of
filing certain corporate documents and agreements. The prospectuses and
Statement of Additional Information are hereby incorporated by reference to
Post-Effective Amendment No. 66 filed on July 28, 2000.
<PAGE>

NATIONS FUND TRUST
CROSS REFERENCE SHEET

Part A
Item No. Prospectus
-------- ----------
<S> <C>

1. Front and Back Cover Pages ................................. Front and Back Cover Pages

2. Risk/Return Summary: Investments, Risks
and Performance............................................. About this Prospectus

3. Risk/Return Summary: Fee Tables............................. About the Funds; Financial Highlights

4. Investment Objectives, Principal
Investment Strategies, and Related Risks.................... About the Funds; Other Important
Information

5. Management's Discussion of Fund
Performance................................................. About the Funds

6. Management, Organization, and
Capital Structure........................................... What's Inside; About the Funds;
How the Funds Are Managed;
About your Investment

7. Shareholder Information..................................... About the Funds; About your
Investment

8. Distribution Arrangements................................... Information for Investors

9. Financial Highlights Information............................ Financial Highlights; About the Funds

Part B
Item No.
--------

10. Cover Page and Table of Contents............................ Cover Page and Table of Contents

11. Fund History................................................ Introduction

12. Description of the Fund and Its
Investments and Risks....................................... About the Funds

13. Management of the Funds..................................... Trustees And Officers; Investment

<PAGE>

Advisory, Administration, Custody Transfer
Agency, Shareholder Servicing and
Distribution Agreements

14. Control Persons and Principal
Holders of Securities....................................... Not Applicable

15. Investment Advisory and Other Services...................... Investment Advisory,
Administration, Custody, Transfer Agency,
Shareholder Servicing And Distribution
Agreements

16. Brokerage Allocation and Other Practices.................... Portfolio Transactions and
Brokerage--General Brokerage Policy

17. Capital Stock and Other
Securities.................................................. Description Of Shares;
Investment Advisory, Administration,
Custody, Transfer Custody, Transfer
Agency, Shareholder Servicing And
Distribution Agreements

18. Purchase, Redemption and Pricing
of Shares................................................... Net Asset Value -- Purchases
And Redemptions; Distributor

19. Taxation of the Fund........................................ Additional Information Concerning
Taxes

20. Underwriters................................................ Investment Advisory,
Administration Custody, Transfer Agency
Shareholder Servicing And Distribution
Agreements; Distributor

21. Calculation of Performance Data............................. Additional Information on
Performance

22. Financial Statements........................................ Independent Accountant and
Reports

Part C
Item No. Other Information
-------- -----------------

Information required to be included in
Part C is set forth under the appropriate
Item, so numbered, in Part C of this Document

</TABLE>

<PAGE>

NATIONS FUND TRUST

ONE BANK OF AMERICA PLAZA
33rd Floor
Charlotte, NC 28255
1-800-626-2275

FORM N-1A

PART C

OTHER INFORMATION

ITEM 23. Exhibits

All references to the "Registration Statement" in the following
list of Exhibits refer to the Registrant's Registration Statement on Form N-1A
(File Nos. 2-97817; 811-4305)

(a)(1) Declaration of Trust dated May 6, 1985, incorporated by
reference to Post-Effective Amendment No. 65, filed March
7, 2000.

(a)(2) Certificate pertaining to the classification of shares
dated May 17, 1985, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(3) Amendment to Declaration of Trust dated July 27, 1987,
incorporated by reference to Post-Effective Amendment No.
65, filed March 7, 2000.

(a)(4) Certificate and Amendment to Declaration of Trust dated
September 13, 1989, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(5) Certificate pertaining to the classification of shares
dated August 24, 1990, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(6) Certificate and Amendment to Declaration of Trust dated
November 26, 1990, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

C-1
<PAGE>

--------------------------------------------------------------------------------
Exhibit Letter Description
--------------------------------------------------------------------------------
(a)(7) Certificate pertaining to the classification of shares
dated July 18, 1991, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(8) Certificate pertaining to the classification of shares
dated November 14, 1991, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(9) Amendment to Declaration of Trust dated March 25, 1992,
incorporated by reference to Post-Effective Amendment No.
65, filed March 7, 2000.

(a)(10) Certificate pertaining to the classification of shares
dated March 26, 1992, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(11) Amendment to Declaration of Trust dated September 21,
1992, incorporated by reference to Post-Effective
Amendment No. 65, filed March 7, 2000.

(a)(12) Certificate pertaining to the classification of shares
dated March 19, 1993, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(13) Certificate pertaining to the classification of shares
dated July 8, 1993, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(14) Certificate pertaining to the classification of shares
dated September 21, 1993, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(15) Certificate pertaining to the classification of shares
dated February 7, 1994, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(16) Certificate pertaining to the classification of shares
dated March 24, 1994, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(17) Certificate pertaining to the classification of shares
dated December 14, 1994, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

C-2
<PAGE>

--------------------------------------------------------------------------------
Exhibit Letter Description
--------------------------------------------------------------------------------
(a)(18) Certificate pertaining to classification of shares dated
January 26, 1995, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(19) Certificate pertaining to the classification of shares
filed October 20, 1995, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(20) Amendment to Declaration of Trust dated March 24, 1995,
incorporated by reference to Post-Effective Amendment No.
65, filed March 7, 2000.

(a)(21) Certificate pertaining to the classification of shares
dated June 4, 1998, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(22) Certificate pertaining to the classification of shares
dated August 7, 1998, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(23) Amendment pertaining to the appointment of Registered
Agent and Registered Office dated April 27, 1999,
incorporated by reference to Post-Effective Amendment No.
65, filed March 7, 2000

(a)(24) Certificate pertaining to the classification of shares
dated May 26, 1999, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(25) Certificate pertaining to the classification of shares
dated February 14, 2000, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(a)(26) Certificate pertaining to the classification of shares
dated August 23, 2000, filed herewith.
--------------------------------------------------------------------------------
(b) Bylaws:

(b)(1) Amended and Restated Code of Regulations last amended May
26, 1999, incorporated by reference to Post-Effective
Amendment No. 65, filed March 7, 2000.
--------------------------------------------------------------------------------
(c) Instruments Defining Rights of Securities Holders:

Not Applicable
--------------------------------------------------------------------------------

C-3
<PAGE>

(d)(1) Investment Advisory Agreement between Banc of America
Advisors, Inc. (formerly NationsBanc Advisors, Inc.)
("BAAI") and Nations Fund Trust ("Registrant") dated
January 1, 1996, Schedule I dated August 1, 2000, filed
herewith.

(d)(2) Sub-Advisory Agreement among BAAI, Banc of America
Capital Management, Inc. (formerly, TradeStreet
Investments Associates, Inc.) ("BACAP") and the
Registrant dated January 1, 1996, Schedule I dated August
1, 2000, filed herewith.
--------------------------------------------------------------------------------
(e) Underwriting Contracts:

(e)(1) Distribution Agreement between the Registrant and
Stephens Inc. ("Stephens") dated September 1, 1993,
Schedule I dated August 1, 2000, filed herewith.
--------------------------------------------------------------------------------
(f) Bonus or Profit Sharing Contracts:

(f)(1) Deferred Compensation Plan dated July 13, 1995,
incorporated by reference to Post-Effective Amendment No.
65, filed March 7, 2000.
--------------------------------------------------------------------------------
(g) Custodian Agreement:

(g)(1) Custody Agreement between the Registrant and The Bank of
New York ("BNY") dated October 19, 1998, Schedule I dated
August 1, 2000, filed herewith.

(g)(2) Amendment to the Custody Agreement dated September 1,
1999, incorporated by reference to Post-Effective
Amendment No. 65, filed March 7, 2000.

(g)(3) Amendment to the Custody Agreement dated February 14,
2000, incorporated by reference to Post-Effective
Amendment No. 65, filed March 7, 2000.

C-4
<PAGE>

(h)(1) Co-Administration Agreement among the Registrant,
Stephens and BAAI dated December 1, 1998, Schedule I
dated August 1, 2000, filed herewith.

(h)(2) Sub-Administration Agreement among the Registrant, BNY
and BAAI dated December 1, 1998, Schedule I dated August
1, 2000, filed herewith.

(h)(3) Shareholder Servicing Plan relating to Primary B Shares,
incorporated by reference to Post-Effective Amendment No.
65, filed March 7, 2000.

(h)(4) Shareholder Servicing Plan relating to Investor A Shares,
incorporated by reference to Post-Effective Amendment No.
65, filed March 7, 2000.

(h)(5) 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 1, 2000, filed herewith.

(h)(6) Shareholder Servicing Plan relating to Investor C Shares
of the Money Market Funds and Investor B Shares of the
Non-Money Market Funds, Exhibit I amended August 1, 2000,
filed herewith.

(h)(7) Shareholder Servicing Plan relating to Daily Shares of
the Money Market Funds, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(h)(8) Transfer Agency and Services Agreement between PFPC Inc.
(formerly First Data Investor Services Group) ("PFPC")
and the Nations Funds family dated June 1, 1995, Schedule
G dated September 8, 2000, filed herewith.

(h)(9) Amendment to Transfer Agency and Services Agreement dated
January 1, 1999, incorporated by reference to
Post-Effective Amendment No. 65, filed March 7, 2000.

(h)(10) Sub-Transfer Agency and Services Agreement between PFPC
and Bank of America, N.A. ("Bank of America") dated
September 11, 1995, Schedule A dated September 8, 2000,
filed herewith.

C-5
<PAGE>

--------------------------------------------------------------------------------
Exhibit Letter Description
--------------------------------------------------------------------------------
(h)(11) Amendment No. 1 to the Sub-Transfer Agency and Services
Agreement dated January 3, 2000, filed herewith.

(h)(12) Amendment No. 2 to the Sub-Transfer Agency and Services
Agreement dated December 1, 2000, filed herewith.

(h)(13) Cross Indemnification Agreement among Nations Fund, Inc.,
Nations Reserves, Nations Master Investment Trust,
Nations Funds Trust and the Registrant dated February 14,
2000, incorporated by reference to Post-Effective
Amendment No. 65, filed March 7, 2000.
--------------------------------------------------------------------------------
(i) Legal Opinion

Not Applicable.
--------------------------------------------------------------------------------
(j) Other Opinions

Not Applicable.
--------------------------------------------------------------------------------
(k) Omitted Financial Statements

Not Applicable
--------------------------------------------------------------------------------
(l) Initial Capital Agreements:

Not Applicable
--------------------------------------------------------------------------------
(m) Rule 12b-1 Plans:

(m)(1) Shareholder Administration Plan relating to Primary B
Shares, Exhibit I amended August 1, 2000, filed herewith.

(m)(2) Shareholder Servicing and Distribution Plan relating to
Investor A Shares, Exhibit A amended August 1, 2000,
filed herewith.

(m)(3) Distribution Plan relating to Investor B Shares, Exhibit
A amended August 1, 2000, filed herewith.

(m)(4) Distribution Plan relating to Investor B Shares of the
Money Market Funds and Investor C Shares of the Non-Money
Market Funds, Exhibit A amended August 1, 2000, filed
herewith.

(m)(5) Distribution Plan relating to Daily Shares, incorporated
by reference to Post-Effective Amendment No. 65, filed
March 7, 2000.

C-6
<PAGE>

Not Applicable
--------------------------------------------------------------------------------
(o) Rule 18f-3 Plan:

(o)(1) Rule 18f-3 Multi-Class Plan amended August 1, 2000, filed
herewith.
--------------------------------------------------------------------------------
(p) Codes of Ethics

(p)(1) Nations Funds Family Code of Ethics, filed herewith.

(p)(2) BAAI Code of Ethics, filed herewith.

(p)(3) BACAP Code of Ethics, filed herewith.

(p)(4) Stephens Code of Ethics, filed herewith.
--------------------------------------------------------------------------------
(q) Powers of Attorney for Edmund L. Benson, Charles B.
Walker, A. Max Walker, Thomas S. Word, Jr., William H.
Grigg, James Ermer, Thomas F. Keller, Carl E. Mundy, Jr.,
James B. Sommers and Cornelius J. Pings, incorporated by
reference to Post-Effective Amendment No. 65, filed
March 7, 2000.
--------------------------------------------------------------------------------

ITEM 24. Persons Controlled by of Under Common Control with the Fund

No person is controlled by or under common control with the Registrant.

ITEM 25. Indemnification

Article IX, Section 9.3 of the Registrant's Declaration of Trust
provides for the indemnification of the Registrant's trustees, officers,
employees and other agents. Indemnification of the Registrant's administrators,
distributor, custodian, and transfer agents is provided for, respectively, in
the Registrant's:

1. Co-Administration Agreement with Stephens and BAAI;

2. Sub-Administration Agreement with BNY and BAAI;

3. Distribution Agreement with Stephens;

4. Custody Agreement with BNY;

5. Transfer Agency and Services Agreement with PFPC; and

C-7
<PAGE>

6. Sub-Transfer Agency and Services Agreement with PFPC and
Bank of America.

The Registrant has entered into a Cross Indemnification Agreement with
Nations Fund, Inc. (the "Company"), Nations Reserves ("Reserves"), Nations
Master Investment Trust ("Master Trust") and Nations Funds Trust ("Funds Trust")
dated February 14, 2000. The Company, Reserves, Master Trust and/or Funds Trust
will indemnify and hold harmless the Registrant against any losses, claims,
damages or liabilities, to which the Registrant may become subject, under the
Securities Act of 1933, as amended (the "1933 Act") and the Investment Company
Act of 1940, as amended (the "1940 Act") or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any prospectuses, any preliminary prospectuses, the
registration statements, any other prospectuses relating to the securities, or
any amendments or supplements to the foregoing (hereinafter referred to
collectively as the "Offering Documents"), or arise out of or are based upon the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Offering Documents in
reliance upon and in conformity with written information furnished to the
Registrant by the Company, Reserves, Master Trust and/or Funds Trust expressly
for use therein; and will reimburse the Registrant for any legal or other
expenses reasonably incurred by the Registrant in connection with investigating
or defending any such action or claim; provided, however, that the Company,
Reserves, the Master Trust and/or Funds Trust shall not be liable in any such
case to the extent that any such loss, claim, damage, or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Offering Documents in reliance upon and in
conformity with written information furnished to the Company, Reserves, Master
Trust and/or Funds Trust by the Registrant expressly for use in the Offering
Documents.

Promptly after receipt by an indemnified party above of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the
omission to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.

C-8
<PAGE>

The Registrant has obtained from a major insurance carrier a trustees'
and officers' liability policy covering certain types of errors and omissions.
In no event will the Registrant indemnify any of its trustees, officers,
employees, or agents against any liability to which such person would otherwise
be subject by reason of his/her willful misfeasance, bad faith, gross negligence
in the performance of his/her duties, or by reason of his reckless disregard of
the duties involved in the conduct of his/her office or arising under his/her
agreement with the Registrant. The Registrant will comply with Rule 484 under
the 1933 Act and Release No. 11330 under the 1940 Act in connection with any
indemnification.

Insofar as indemnification for liability arising under the 1933 Act may
be permitted to trustees, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission ("SEC")
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such trustee, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

ITEM 26. Business and Other Connections of the Investment Adviser

To the knowledge of the Registrant, none of the directors or officers
of BAAI, the adviser to the Registrant's portfolios, or BACAP, the investment
sub-adviser, except those set forth below, are or have been, at any time during
the past two calendar years, engaged in any other business, profession, vocation
or employment of a substantial nature, except that certain directors and
officers also hold various positions with, and engage in business for, the
company that owns all the outstanding stock (other than directors' qualifying
shares) of BAAI or BACAP, respectively, or other subsidiaries of Bank of America
Corporation.

(a) BAAI performs investment advisory services for the Registrant and
certain other customers. BAAI is a wholly-owned subsidiary of Bank of America,
which in turn is a wholly-owned banking subsidiary of Bank of America
Corporation. Information with respect to each director and officer of the
investment adviser is incorporated by reference to Form ADV filed by BAAI with
the SEC pursuant to the Investment Advisers Act of 1940, as amended (the
"Advisers Act") (file no. 801-49874).

(b) BACAP performs investment sub-advisory services for the Registrant
and certain other customers. BACAP is a wholly-owned subsidiary of Bank of
America Corporation. Information with respect to each director and officer of
the investment sub-adviser is incorporated by reference to Form ADV filed by
BACAP (formerly

C-9
<PAGE>

TradeStreet Investment Associates, Inc.) with the SEC pursuant to the Advisers
Act (file no. 801-50372).

ITEM 27. Principal Underwriters

(a) Stephens, distributor for the Registrant, does not presently act as
investment adviser for any other registered investment companies, but does act
as distributor for Nations Fund, Inc., Nations Reserves, Nations LifeGoal Funds,
Inc., Nations Annuity Trust, Nations Funds Trust, Wells Fargo Trust, Wells Fargo
Variable Trust, and is the exclusive placement agent for Master Investment
Trust, Managed Series Investment Trust, Wells Fargo Core Trust, Nations Master
Investment Trust and Master Investment Portfolio, all of which are registered
open-end management investment companies, and has acted as principal underwriter
for the Liberty Term Trust, Inc., Nations Government Income Term Trust 2003,
Inc., Nations Government Income Term Trust 2004, Inc. and the Managed Balanced
Target Maturity Fund, Inc., closed-end management investment companies.

(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV filed by Stephens
with the SEC pursuant to the 1940 Act (file No. 501-15510).

ITEM 28. Location of Accounts and Records

(1) BAAI, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment adviser and
co-administrator).

(2) BACAP, One Bank of America Plaza, Charlotte, NC 28255 (records
relating to its function as investment sub-adviser).

(3) Stephens, 111 Center Street, Little Rock, AR 72201 (records
relating to its function as distributor and co-administrator).

(4) PFPC, 400 Bellevue Parkway, Wilmington, DE 19809 (records relating
to its function as transfer agent).

(5) BNY, 100 Church Street, New York, NY 10286 (records relating to
its function as custodian and sub-administrator).

(6) Bank of America, One Bank of America Plaza, Charlotte, NC 28255
(records relating to its function as sub-transfer agent).

ITEM 29. Management Services

Not Applicable

C-10
<PAGE>

ITEM 30. Undertakings

Not Applicable

C-11
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Little
Rock, State of Arkansas on the 11th day of January, 2001.

NATIONS FUND TRUST

By: *
------------------------------------
A. Max Walker
President and Chairman
of the Board of Trustees

By: /s/ Richard H. Blank, Jr.
------------------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:

SIGNATURES TITLE DATE
<S> <C> <C>
* President and Chairman January 11, 2001
--------------------------- of the Board of Trustees
(A. Max Walker) (Principal Executive Officer)

/s/ Richard H. Blank, Jr. Treasurer and January 11, 2001
--------------------------- Secretary
(Richard H. Blank, Jr.) (Principal Financial
and Accounting Officer)

* Trustee January 11, 2001
---------------------------
(Edmund L. Benson, III)

* Trustee January 11, 2001
---------------------------
(James Ermer)

* Trustee January 11, 2001
---------------------------
(William H. Grigg)

* Trustee January 11, 2001
---------------------------
(Thomas F. Keller)

* Trustee January 11, 2001
---------------------------
(Carl E. Mundy, Jr.)

* Trustee January 11, 2001
---------------------------
(Cornelius J. Pings)

* Trustee January 11, 2001
---------------------------
(Charles B. Walker)

* Trustee January 11, 2001
---------------------------
(Thomas S. Word)

* Trustee January 11, 2001
---------------------------
(James B. Sommers)

/s/ Richard H. Blank, Jr.
---------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact

</TABLE>

<PAGE>

Nations Fund Trust

Exhibit Index
<TABLE>
<CAPTION>

Exhibit No. Description
----------- -----------
<S> <C>

EX-99.23(a)(26) Classification of Shares Certificate
EX-99.23(d)(1) Investment Advisory Agreement with BAAI
EX-99.23(d)(2) Sub-Advisory Agreement with BAAI
EX-99.23(e)(1) Distribution Agreement
EX-99.23(g)(1) Custody Agreement
EX-99.23(h)(1) Co-Administration Agreement
EX-99.23(h)(2) Sub-Administration Agreement
EX-99.23(h)(5) Amended and Restated Servicing Plan relating to Investor B and C Shares
EX-99.23(h)(6) Shareholder Servicing Plan relating to Investor B and C Shares
EX-99.23(h)(8) Transfer Agency and Services Agreement
EX-99.23(h)(10) Sub-Transfer Agency and Services Agreement
EX-99.23(h)(11) Amendment No. 1 to the Sub-Transfer Agency and Services Agreement
EX-99.23(h)(12) Amendment No. 2 to the Sub-Transfer Agency and Services Agreement
EX-99.23(m)(1) Shareholder Administration Plan
EX-99.23(m)(2) Shareholder Servicing and Distribution Plan
EX-99.23(m)(3) Distribution Plan relating to Investor B Shares
EX-99.23(m)(4) Distribution Plan relating to Investor B and C Shares
EX-99.23(o)(1) Rule 18f-3 Multi-Class Plan
EX-99.23(p)(1) Nations Funds Family Code of Ethics
EX-99.23(p)(2) BAAI Code of Ethics
EX-99.23(p)(3) BACAP Code of Ethics
EX-99.23(p)(4) Stephens Code of Ethics
</TABLE>