U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 24F-2: ANNUAL NOTICE OF SECURITIES SOLD, PURSUANT TO
RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. NAME AND ADDRESS OF ISSUER:
Nations Fund, Inc.
111 Center Street
Little Rock, AR 72201
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:
Nations Equity Income Fund-Primary A Shares. Nations Equity Income Fund-Primary
B Shares. Nations Equity Income Fund-Investor A Shares. Nations Equity Income
Fund-Investor C Shares. Nations Equity Income Fund-Investor N Shares. Nations
Government Securities Fund-Primary A Shares. Nations Government Securities
Fund-Primary B Shares. Nations Government Securities Fund-Investor A Shares.
Nations Government Securities Fund-Investor C Shares. Nations Government
Securities Fund-Investor N Shares. Nations International Equity Fund-Primary A
Shares. Nations International Equity Fund-Primary B Shares. Nations
International Equity Fund-Investor A Shares. Nations International Equity
Fund-Investor C Shares. Nations International Equity Fund-Investor N Shares.
Nations Prime Fund-Primary A Shares. Nations Prime Fund-Primary B Shares.
Nations Prime Fund-Investor A Shares. Nations Prime Fund-Investor B Shares.
Nations Prime Fund-Investor C Shares. Nations Prime Fund-Daily Shares. Nations
Treasury Fund-Primary A Shares. Nations Treasury Fund-Primary B Shares. Nations
Treasury Fund-Investor A Shares. Nations Treasury Fund-Investor B Shares.
Nations Treasury Fund-Investor C Shares. Nations Treasury Fund-Daily Shares.
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-4614
SECURITIES ACT FILE NUMBER: 33-4038
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
MARCH 31, 1997
5. CHECK BOX IF THIS NOTICE IS BEING FILED MORE THAN 180 DAYS AFTER THE CLOSE OF
THE ISSUER'S FISCAL YEAR END FOR PURPOSES OF REPORTING SECURITIES SOLD AFTER THE
CLOSE OF THE FISCAL YEAR BUT BEFORE TERMINATION OF THE ISSUER'S 24F-2
DECLARATION: [ ]
6. DATE OF TERMINATION OF ISSUER'S DECLARATION UNDER RULE 24F-2(A)(1), IF
APPLICABLE (SEE INSTRUCTION A.6):
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N/A
7. NUMBER AND AMOUNT OF SECURITIES OF THE SAME CLASS OR SERIES WHICH HAD BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OTHER THAN PURSUANT TO RULE 24F-2 IN
A PRIOR FISCAL YEAR, BUT WHICH REMAINED UNSOLD AT THE BEGINNING OF THE FISCAL
YEAR:
N/A
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER THAN
PURSUANT TO RULE 24F-2:
$301,192,337
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR:
NUMBER: 22,834,731,643 SHARES
SALE PRICE: $23,287,772,021.00
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR IN
RELIANCE UPON REGISTRATION PURSUANT TO RULE 24F-2:
NUMBER: 22,533,539,306 SHARES
SALE PRICE: $22,986,579,684.00
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11. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES ISSUED DURING THE FISCAL YEAR
IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS, IF APPLICABLE (SEE INSTRUCTION
B.7):
NUMBER: 85,941,077 SHARES
SALE PRICE: $149,634,907.00
12. CALCULATION OF REGISTRATION FEE:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on Rule 24f-2 (from Item 10):
$22,986,579,684.00
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+149,634,907.00
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-22,448,404,330.00
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to Rule 24e-2 (if applicable):
$0.00
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on Rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
$687,810,261.00
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see Instruction C.6):
X 1/33 OF 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$208,427.35
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV) AND (V) ONLY IF THE
FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE ISSUER'S FISCAL YEAR.
See Instruction C.3.
Check box if fees are being remitted to the
Commission's lockbox depository as described
in Section 3a of the Commission's Rule of
Informal and Other Procedures (17 CFR 202.3a). [X]
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Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
MAY 21, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: \s\ JAMES EDWARD BANKS, JR.
ASSISTANT SECRETARY
Date: MAY 21, 1997
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[MORRISON & FOERSTER LLP LETTERHEAD]
May 19, 1997
Nations Fund, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Issuance and Sale of Shares of Nations Fund, Inc.;
Registration on Form N-1A Pursuant to Rule 24f-2
Ladies and Gentlemen:
Nations Fund, Inc. (the "Company") has requested our opinion in connection
with the sale or issuance by the Company of 22,920,672,720 shares of common
stock (the "Shares"), in the aggregate, of all classes of Shares of all
portfolios of the Company (collectively, the "Funds").
We have examined documents relating to the organization of the Company and
the authorization for registration and sale of Shares of each of the Funds. The
opinion given below only relates to the law of the State of Maryland, the state
of incorporation of the Company, and is subject to the condition that the
Company is in compliance with the provisions of any applicable laws, regulations
and permits of any state or foreign country in which any Shares of any of the
Funds are sold.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by the Company have been duly and
validly authorized by all appropriate action and, assuming delivery by sale or
in accord with the Funds' dividend reinvestment plan was in accordance with the
description set forth in the Company's current prospectuses under the Securities
Act of 1933, the Shares have been legally issued, fully paid and are
non-assessable.
We consent to the submission of a copy of this opinion to the Securities
and Exchange Commission in connection with the filing of the Company's Rule
24f-2 Notice under the Investment Company Act of 1940, as amended.
Very truly yours,
/S/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
