As filed with the Securities and Exchange Commission
on January 11, 2001
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. 48 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 49 [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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[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>
EXPLANATORY NOTE
The Registrant is filing this Post-Effective Amendment No. 48 to the
Registration Statement of Nations Fund, Inc. (the "Company") 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. 47 filed on July 28, 2000.
<PAGE>
NATIONS FUND, INC.
CROSS REFERENCE SHEET
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Part A
Item No. Prospectus
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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
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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
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<PAGE>
NATIONS FUND, INC.
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. 33-4038; 811-4614)
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Exhibit Letter Description
---------------------- ---------------------------------------------------------
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(a) Articles of Incorporation:
(a)(1) Articles of Incorporation dated December 9, 1983,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(a)(2) Articles of Amendment dated March 10, 1986, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
(a)(3) Articles of Amendment dated July 31, 1986, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
(a)(4) Articles Supplementary dated July 31, 1986, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
(a)(5) Articles of Amendment dated October 4, 1989, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
(a)(6) Articles Supplementary dated November 30, 1989,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(a)(7) Articles Supplementary dated March 26, 1991, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
(a)(8) Articles Supplementary dated April 15, 1992, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
---------------------- ---------------------------------------------------------
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C-1
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Exhibit Letter Description
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(a)(9) Articles Supplementary dated September 22, 1992,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(a)(10) Articles Supplementary dated February 18, 1993,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(a)(11) Articles Supplementary dated July 9, 1993, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
(a)(12) Articles Supplementary dated March 19, 1994, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
(a)(13) Articles Supplementary dated December 21, 1994,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(a)(14) Articles Supplementary dated March 20, 1996, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
(a)(15) Articles Supplementary dated November 4, 1996,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(a)(16) Articles Supplementary dated February 5, 1997,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(a)(17) Articles Supplementary dated May 1, 1998, incorporated by
reference to Post-Effective Amendment No. 45, filed March
7, 2000.
(a)(18) Articles Supplementary dated October 7, 1998,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(a)(19) Articles Supplementary dated March 15, 2000, filed herewith.
---------------------- ---------------------------------------------------------
(b) Bylaws:
(b)(1) Amended and Restated Bylaws dated January 26, 1995, last
amended May 26, 1999, incorporated by reference to
Post-Effective Amendment No. 45, filed March 7, 2000.
---------------------- ---------------------------------------------------------
(c) Instruments Defining Rights of Securities Holders:
Not Applicable
---------------------- ---------------------------------------------------------
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C-2
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Exhibit Letter Description
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(d) Investment Advisory Contracts:
(d)(1) Investment Advisory Agreement between Banc of America Advisors,
Inc. (formerly NationsBanc Advisors, Inc.) ("BAAI") and Nations
Fund, Inc. ("Registrant") dated January 1, 1996, Schedule I dated
September 8, 2000, filed herewith.
(d)(2) Sub-Advisory Agreement among BAAI, Banc of America Capital
Management, Inc.(formerly TradeStreet Investment Associates, Inc.)
("BACAP") and the Registrant dated January 1, 1996, Schedule I
dated March 15, 2000, filed herewith.
---------------------- ---------------------------------------------------------
(e) Underwriting Contract:
(e)(1) Distribution Agreement between the Registrant and Stephens Inc.
("Stephens") dated September 1, 1993, Schedule I amended
September 8, 2000, filed herewith.
---------------------- ---------------------------------------------------------
(f) Bonus or Profit Sharing Contracts.
(f)(1) Deferred Compensation Plan dated January 26, 1995,
incorporated by reference to Post-Effective Amendment No.
45, 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
September 8, 2000, filed herewith.
(g)(2) Amendment to the Custody Agreement dated September 1,
1999, incorporated by reference to Post-Effective
Amendment No. 45, filed March 7, 2000.
(g)(3) Amendment to the Custody Agreement dated February 14,
2000, incorporated by reference to Post-Effective
Amendment No. 45, filed March 7, 2000.
---------------------- ---------------------------------------------------------
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C-3
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Exhibit Letter Description
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(h) Other Material Contracts:
(h)(1) Co-Administration Agreement among the Registrant,
Stephens and BAAI dated December 1, 1998, Schedule I
dated September 8, 2000, filed herewith.
(h)(2) Sub-Administration Agreement among the Registrant, BNY
and BAAI dated December 1, 1998, Schedule I dated
September 8, 2000, filed herewith.
(h)(3) Transfer Agency and Services Agreement between PFPC Inc.
(formerly First Data Investor Services Group, Inc.) ("PFPC")
and the Nations Funds family dated June 1, 1995, Schedule G
dated September 8, 2000, filed herewith.
(h)(4) Amendment to Transfer Agency and Services Agreement dated
January 1, 1999, incorporated by reference to
Post-Effective Amendment No. 45, filed March 7, 2000.
(h)(5) Sub-Transfer Agency Agreement between PFPC and Bank of
America, N.A. ("Bank of America") dated September 11,
1995, Schedule A dated September 8, 2000, filed herewith.
(h)(6) Amendment No. 1 to the Sub-Transfer Agency and Services
Agreement dated January 3, 2000, filed herewith.
(h)(7) Amendment No. 2 to the Sub-Transfer Agency and Services
Agreement dated December 1, 2000, filed herewith.
(h)(8) Shareholder Servicing Plan relating to Primary B Shares,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(h)(9) Shareholder Servicing Plan relating to Investor A Shares,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(h)(10) 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, Exhibit
I amended September 8, 2000, filed herewith.
(h)(11) 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 September 8,
2000, filed herewith.
---------------------- ---------------------------------------------------------
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C-4
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Exhibit Letter Description
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(h)(12) Shareholder Servicing Plan relating to Marsico Shares,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(h)(13) Shareholder Servicing Plan relating to Daily Shares,
incorporated by reference to Post-Effective Amendment No.
45, filed March 7, 2000.
(h)(14) Cross Indemnification Agreement among Nations Fund Trust,
Nations Reserves, Nations Master Investment Trust,
Nations Funds Trust and the Registrant dated February 14,
2000, incorporated by reference to Post-Effective
Amendment No. 45, 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 September 8, 2000, filed
herewith.
(m)(2) Shareholder Servicing and Distribution Plan relating to
Investor A Shares, Exhibit A amended September 8, 2000,
filed herewith.
(m)(3) Distribution Plan relating to Investor B Shares, Exhibit
A amended September 8, 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 September 8, 2000, filed
herewith.
(m)(5) Distribution Plan relating to Daily Shares, incorporated
by reference to Post-Effective Amendment No. 45, filed
March 7, 2000.
---------------------- ---------------------------------------------------------
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Exhibit Letter Description
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(n) Financial Data Schedule:
Not Applicable
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(o) Rule 18f-3 Plan:
(o)(1) Rule 18f-3 Multi-Class Plan amended September 8, 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. 45, filed March
7, 2000.
---------------------- ---------------------------------------------------------
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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
Under the terms of the Maryland Corporation Law and the
Registrant's Charter and Bylaws provides for the indemnification of the
Registrant's directors, 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-6
<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 Trust (the "Trust"), Nations Reserves ("Reserves"), Nations Master
Investment Trust ("Master Trust") and Nations Funds Trust ("Funds Trust") dated
February 14, 2000. The Trust, 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 Trust,
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 Trust, Reserves, 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 Trust, 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-7
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The Registrant has obtained from a major insurance carrier a directors'
and officers' liability policy covering certain types of errors and omissions.
In no event will the Registrant indemnify any of its directors, 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/her reckless disregard
of the duties involved in the conduct of his/her office or arising under his
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 directors, 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 director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, 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 or Gartmore, the
investment sub-advisers, 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, BACAP or Gartmore, 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
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<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 Trust, 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).
(c) Not applicable.
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
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ITEM 30. Undertakings
Not Applicable
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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, 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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SIGNATURES TITLE DATE
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* President and Chairman January 11, 2001
---------------------------------- of the Board of Directors
(A. Max Walker) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Treasurer and Secretary January 11, 2001
---------------------------------- (Principal Financial and
(Richard H. Blank, Jr.) Accounting Officer)
* Director January 11, 2001
----------------------------------
(Edmund L. Benson, III)
* Director January 11, 2001
----------------------------------
(James Ermer)
* Director January 11, 2001
----------------------------------
(William H. Grigg)
* Director January 11, 2001
----------------------------------
(Thomas F. Keller)
* Director January 11, 2001
----------------------------------
(Carl E. Mundy, Jr.)
* Director January 11, 2001
----------------------------------
(Charles B. Walker)
* Director January 11, 2001
----------------------------------
(Cornelius J. Pings)
* Director January 11, 2001
----------------------------------
(Thomas S. Word)
*
----------------------------------
(James P. Sommers) Director January 11, 2001
</TABLE>
<PAGE>
/s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
*Attorney-in-Fact
<PAGE>
NATIONS FUND, INC.
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
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EX-99.23(a)(19) Articles Supplementary
EX-99.23(d)(1) Investment Advisory Agreement
EX-99.23(d)(2) Sub-Advisory Agreement
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)(3) Transfer Agency and Services Agreement
EX-99.23(h)(5) Sub-Transfer Agency Agreement
EX-99.23(h)(6) Amendment No. 1 to the Sub-Transfer Agency and Services Agreement
EX-99.23(h)(7) Amendment No. 2 to the Sub-Transfer Agency and Services Agreement
EX-99.23(h)(10) Amended and Restated Shareholder Servicing Plan
EX- 99.23(h)(11) Shareholder Servicing Plan
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 and Investor C Shares
EX-99.23(m)(4) Distribution Plan relating to Investor B Shares and Investor C Shares
EX-99.23(o)(1) Rule 18f-3 Multi-Class Plan
EX-99.23(p)(1) Nations Funds 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>
