As filed with the Securities and Exchange Commission
on March 26, 1997
Registration No. 33-4038; 811-4614
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Post-Effective Amendment No. 33 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 34 |X|
(Check appropriate box or boxes)
------------------------
NATIONS FUND, INC.
(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., Suite 5500 919 Third Avenue
Washington, D.C. 20006 New York, New York 10022
It is proposed that this filing will become effective (check appropriate box):
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<S> <C>
|X| Immediately upon filing pursuant to Rule 485(b); or |_| on (date), pursuant to Rule
485(b), or
|_| 60 days after filing pursuant to Rule 485(a), or |_| on (date) pursuant to Rule
485(a)
|_| 75 days after filing pursuant to paragraph (a)(2) |_| on (date) pursuant to paragraph (a)(2) of
Rule 485
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If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Calculation of Registration Fee
Under the Securities Act of 1933
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount Being Offering Price Per Aggregate Offering Amount of
Being Registered Registered** Share ** Price ** Registration Fee**
Shares of Common Stock Indefinite* N/A N/A N/A
Nations Treasury Fund 301,192,337 $1.00 $301,192,337.00 $0
Primary A Shares
Total 301,192,337 $1.00 $301,192,337.00 $0
</TABLE>
* Registrant continues its election to register and indefinite number or
amount of shares of common stock under the Investment Company Act of 1940.
The Rule 24f-2 Notice for Registrant's most recent fiscal year ended March
31, 1996 was filed on May 24, 1996.
** Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2. 19,992,228,130 Shares ($20,396,902,850.97 worth of
Shares) were sold or issued in connection with dividend reinvestment plans
during the fiscal year ended March 31, 1996. 20,471,146,002 Shares
($20,698,095,188.00 worth of Shares) were redeemed during the fiscal year
ended March 31, 1996. 19,992,228,130 Shares ($20,396,902,850.97 worth of
Shares) of the 20,471,146,002 Shares ($20,698,095,188.00 worth of redeemed
Shares) were used for reductions pursuant to Paragraph (c) of Rule 24f-2 in
the Rule 24f-2 Notice filed with the Securities and Exchange Commission on
May 24, 1996. The excess balance of redeemed Shares, 301,192,337 Shares
($301,192,337 worth of Shares), is being used as a credit against Shares
that are being registered pursuant to this Amendment. The proposed maximum
offering price per Share, as calculated pursuant to Rule 457(d) under the
Securities Act of 1933 on the basis of the offering price of Nations
Treasury Fund's Primary A Shares on March 21, 1997, is $1.00. At this
offering price, $301,192,337 worth of Shares used for reduction in this
Amendment equals 301,192,337 Shares.
<PAGE>
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 33 to the Registration Statement of
Nations Fund, Inc. is comprised of the following papers and documents:
1. The facing sheet to register a definite number of Shares of common
stock, par value $0.001 per share, of the Nations Treasury Fund's
Primary A Shares; and
2. A signature page; and
3. Exhibit Ex-99.B.10, the opinion and consent of Morrison & Foerster
LLP, counsel to the Registrant, as to the legality of the Shares
being registered.
With the exception of the items listed above, this Post-Effective
Amendment No. 33 under the Securities Act of 1933 incorporates by reference all
materials filed as part of Post-Effective Amendment No. 32 to Form N-1A for
Nations Fund, Inc., File No. 33-4038.
The sole purpose of this Post-Effective Amendment No. 33 is to register
a definite number of additional Shares of common stock of Nations Fund, Inc.
pursuant to Rule 24e-2(a) under the Investment Company Act of 1940.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits
(Ex-99.B.10)Opinion and consent of Morrison & Foerster LLP
<PAGE>
EX-99.B.10
[MORRISON & FOERSTER LLP LETTERHEAD]
March 26, 1997
Nations Fund, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Post-Effective Amendment No. 33 to Nations Fund, Inc.
Registration Statement on Form N-1A
Ladies and Gentlemen:
We refer to Post-Effective Amendment No. 33 and Amendment No. 34 to the
Registration Statement on Form N-1A (SEC File No. 33-4038) (the "Registration
Statement") of Nations Fund, Inc., a Maryland corporation (the "Company"),
relating to the registration of 301,192,337 Primary A Shares of Nations Treasury
Fund (collectively, the "Shares"). The registration of such Shares is being made
in reliance on Section 24(e)(1) of the Investment Company Act of 1940.
We have been requested by the Company to furnish this opinion as
Exhibit 10 to the Registration Statement.
We have examined documents relating to the organization of the Company
and the authorization and issuance of the Shares. We have also made such
inquiries of the Company 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 of all items submitted to us as
copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares have been duly and validly
authorized by all appropriate corporate action, and assuming delivery of the
Shares by sale or in accord with the Company's dividend reinvestment plan in
accordance with the Company's then-current Registration Statement under the
Securities Act of 1933, the Shares will be validly issued, fully paid and
nonassessable.
We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the registration of a
definite number of shares in Post-Effective Amendment No. 33 and Amendment No.
34 to the Company's Registration Statement, as contemplated in Section 24(e)(1)
of the Investment Company Act of 1940.
<PAGE>
Nations Fund, Inc.
March 26, 1997
Page Two
The opinion given above is subject to the condition that the Company
shall have complied or will comply with the provisions of any applicable laws,
regulations and permits of any state or foreign country in which any of the
Shares are sold or are issued in accord with the Company's dividend reinvestment
plan.
Very truly yours,
/s/ Morrison & Foerster LLP
MORRISON & FOERSTER LLP
<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 24th day of March, 1997.
NATIONS FUND, INC.
By: *
A. Max Walker
President and Chairman
of the Board of Directors
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:
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<S> <C> <C>
SIGNATURES TITLE DATE
* President and Chairman March 24, 1997
- ----------------------------------
(A. Max Walker) of the Board of Directors
(Principal Executive Officer)
* Treasurer March 24, 1997
- ----------------------------------
(Richard H. Rose) Vice President
(Principal Financial and
Accounting Officer)
* Director March 24, 1997
- ----------------------------------
(Edmund L. Benson, III)
* Director March 24, 1997
- ----------------------------------
(James Ermer)
* Director March 24, 1997
- ----------------------------------
(William H. Grigg)
* Director March 24, 1997
- ----------------------------------
(Thomas F. Keller)
* Director March 24, 1997
- ----------------------------------
(Carl E. Mundy, Jr.)
* Director March 24, 1997
- ----------------------------------
(Charles B. Walker)
* Director March 24, 1997
- ----------------------------------
(Thomas S. Word)
/s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
*Attorney-in-Fact
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