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.
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1. NAME AND ADDRESS OF ISSUER:
Nations Fund Portfolios, Inc.
111 Center Street
Little Rock, AR 72201
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:
Nations Emerging Markets Fund-Primary A Shares. Nations Emerging Markets
Fund-Primary B Shares. Nations Emerging Markets Fund-Investor A Shares. Nations
Emerging Markets Fund-Investor C Shares. Nations Emerging Markets Fund-Investor
N Shares. Nations Global Government Income Fund-Primary A Shares. Nations Global
Government Income Fund-Primary B Shares. Nations Global Government Income
Fund-Investor A Shares. Nations Global Government Income Fund-Investor C Shares.
Nations Global Government Income Fund-Investor N Shares. Nations Pacific Growth
Fund-Primary A Shares. Nations Pacific Growth Fund-Primary B Shares. Nations
Pacific Growth Fund-Investor A Shares. Nations Pacific Growth Fund-Investor C
Shares. Nations Pacific Growth Fund-Investor N Shares.
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-8982
SECURITIES ACT FILE NUMBER: 33-89742
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):
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:
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N/A
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER THAN
PURSUANT TO RULE 24F-2:
N/A
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR:
NUMBER: 11,369,738 SHARES
SALE PRICE: $120,382,119
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR IN
RELIANCE UPON REGISTRATION PURSUANT TO RULE 24F-2:
NUMBER: 11,369,738 SHARES
SALE PRICE: $120,382,119
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: 214,214 SHARES
SALE PRICE: $2,198,892.00
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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):
$120,382,119.00
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+2,198,892.00
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-65,417,069.00
(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):
$57,163,942.00
(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)]:
$17,322.41
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
(17CFR 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 Portfolios, Inc.
111 Center Street
Little Rock, AR 72201
Re: Issuance and Sale of Shares of Nations Fund Portfolios, Inc.;
Registration on Form N-1A Pursuant to Rule 24f-2
Ladies and Gentlemen:
Nations Fund Portfolios, Inc. (the "Company") has requested our
opinion in connection with the sale or issuance by the Company of 11,583,952
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
