-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IT2iZU4vQUYp9/uzgx0myPI3cYCul3JgfaCKSAfINyFjfPb+I9eeBO9eSsWLHLcb rD3ZO5LyPcj+fxhiD1KGVg== 0000950109-02-004726.txt : 20020912 0000950109-02-004726.hdr.sgml : 20020912 20020912123108 ACCESSION NUMBER: 0000950109-02-004726 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020912 EFFECTIVENESS DATE: 20020912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONS FUNDS TRUST CENTRAL INDEX KEY: 0001097519 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-74298 FILM NUMBER: 02762273 BUSINESS ADDRESS: STREET 1: ONE BANK OF AMERICA PLAZA CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 8003217854 MAIL ADDRESS: STREET 1: ONE BANKOF AMERICA PLAZA CITY: CHARLOTTE STATE: NC ZIP: 28255 485BPOS 1 d485bpos.txt NATIONS FUNDS TRUST As filed with the Securities and Exchange Commission on September 12, 2002 Registration No. 333-74298 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Post-Effective Amendment No. 1 [X] (Check appropriate box or boxes) ----------------------- NATIONS FUNDS 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. EXPLANATORY NOTE ---------------- This Post-Effective Amendment No. 1 to the Registration Statement of Nations Funds Trust (the "Trust") filed on November 30, 2001 on Form N-14 under the Securities Act of 1933 (the "Registration Statement") hereby incorporates by reference all the information set forth in Parts A, B and C of the Registration Statement. This Amendment is being filed to amend the Registration Statement to include an opinion of counsel supporting the tax consequences of the reorganization. The opinion of counsel is filed herewith pursuant to an undertaking made by the Trust in its Registration Statement. SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas on the 12th day of September, 2002. NATIONS FUNDS 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 No. 1 Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the date indicated:
SIGNATURES TITLE DATE ---------- ----- ---- * President and Chairman September 12, 2002 - ------------------------- of the Board of Trustees (A. Max Walker) (Principal Executive Officer) /s/ Richard H. Blank, Jr. Treasurer and Secretary September 12, 2002 - ------------------------- (Principal Financial and (Richard H. Blank, Jr.) Accounting Officer) * Trustee September 12, 2002 - ------------------------- (Edmund L. Benson, III) * Trustee September 12, 2002 - ------------------------- (William P. Carmichael) * Trustee September 12, 2002 - ------------------------- (William H. Grigg) * Trustee September 12, 2002 - ------------------------- (Thomas F. Keller) * Trustee September 12, 2002 - ------------------------- (Carl E. Mundy, Jr.) * Trustee September 12, 2002 - ------------------------- (Cornelius J. Pings) * Trustee September 12, 2002 - ------------------------- (Charles B. Walker) * Trustee September 12, 2002 - ------------------------- (Thomas S. Word) * Trustee September 12, 2002 - ------------------------- (James B. Sommers) /s/ Richard H. Blank, Jr. - ------------------------- Richard H. Blank, Jr. *Attorney-in-Fact
EXHIBIT INDEX ------------- Nations Funds Trust File No. 333-74298 Exhibit No. Description - ----------- ----------- 12 Nations Reserves/Nations Funds Trust Opinion of Morrison & Foerster LLP Nations Fund, Inc./Nations Funds Trust Opinion of Morrison & Foerster LLP Nations Fund Trust/Nations Funds Trust Opinion of Morrison & Foerster LLP EX-12 3 dex12.txt OPINION OF MORRISON & FOERSTER Exhibit 12 MORRISON & FOERSTER LLP SAN FRANCISCO ATTORNEYS AT LAW NEW YORK SACRAMENTO LONDON ORANGE COUNTY 555 WEST FIFTH STREET BRUSSELS PALO ALTO LOS ANGELES, CALIFORNIA 90013-1024 BEIJING WALNUT CREEK TELEPHONE (213) 892-5200 HONG KONG DENVER TELEFACSIMILE (213) 892-5454 SINGAPORE WASHINGTON, D.C. TOKYO May 10, 2002 Nations Reserves Nations Funds Trust One Bank of America Plaza 101 South Tryon Street Charlotte, North Carolina 28255 Re: Nations Funds Trust Reorganizations --- ----------------------------------- Ladies and Gentlemen: This opinion is being delivered to you pursuant to Sections 9(f) and 10(d) of that certain Agreement and Plan of Reorganization, dated as of January 1, 2002 (the "Agreement"),/1/ by the Capitol Mutual Funds, doing business as Nations Reserves and a Massachusetts business trust ("Reserves"), for itself and on behalf of its Nations Blue Chip Fund, Nations Government Reserves, Nations Cash Reserves, Nations Treasury Reserves, Nations Convertible Securities Fund, Nations Municipal Reserves, Nations Money Market Reserves, Nations California Tax-Exempt Reserves, Nations Emerging Markets Fund, Nations International Value Fund, Nations International Equity Fund and Nations Intermediate Bond Fund (each, an "Acquired Fund," and, collectively, the "Acquired Funds"), and certain of its other series set forth in the Agreement, and Nations Funds Trust, a Delaware statutory business trust ("Funds Trust"), for itself and on behalf of its Nations Strategic Growth Fund, Nations Government Reserves, Nations Cash Reserves, Nations Treasury Reserves, Nations Convertible Securities Fund, Nations Municipal Reserves, Nations Money Market Reserves, Nations California Tax-Exempt Reserves, Nations Emerging Markets Fund, Nations International Value Fund, Nations International Equity Fund and Nations Intermediate Bond Fund (each, an "Acquiring Fund," and, collectively, the "Acquiring Funds"), and certain of its other series set forth in the Agreement. Unless otherwise indicated, capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the certificates delivered to us for purposes of rendering this opinion by Reserves, for itself - ---------- /1/ References contained herein to the "Agreement" include, unless the context otherwise requires, each document attached as an exhibit or annex thereto. MORRISON & FOERSTER LLP Nations Reserves Nations Funds Trust May 10, 2002 Page 2 of 4 and on behalf of the Acquired Funds, and Funds Trust, for itself and on behalf of the Acquiring Funds (together, the "Certificates of Representations"). Pursuant to the Agreement, each Acquiring Fund shall acquire all of the assets and assume the liabilities of the corresponding Acquired Fund (each, a "Reorganization," and, collectively, the "Reorganizations"). The Reorganizations are further described in the Proxy/Prospectuses as filed on Registration Statement Forms N-14 with the SEC on or about November 30, 2001(Registration Nos. 333-74298 and 333-74314) and the Proxy Statement as filed on Schedule 14A with the SEC on or about December 20, 2001 (Registration Nos. 33-33144 and 811-6030). We have acted as counsel to Reserves and Funds Trust. As such, and for purposes of rendering this opinion, we have examined and are familiar with the Agreement, the Proxy/Prospectuses, the Proxy Statement and such other presently existing documents, records and matters of law as we have deemed necessary or appropriate in connection with rendering this opinion. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. In addition, we have assumed (i) that the Reorganizations will be consummated in accordance with the provisions of the Agreement and as described in the Proxy/Prospectuses and Proxy Statement, (ii) the truth and accuracy, as of the date of the Agreement and the date hereof, of the representations and warranties made by the parties to the Agreement, (iii) the truth and accuracy of the representations made to us in the Certificates of Representations, and (iv) that any representation made "to the knowledge" or similarly qualified is correct without such qualification. The opinion expressed herein is based upon the Code, the Treasury Regulations promulgated thereunder, rulings and other pronouncements of the Internal Revenue Service (the "IRS") currently in effect, and judicial decisions, all of which are subject to change, prospectively or retroactively. No assurance can be given that such changes will not take place, or that such changes would not affect the conclusion expressed herein. Furthermore, our opinion represents only our best judgment of how a court would conclude if presented with the issues addressed herein and is not binding upon either the IRS or any court. Thus, no assurance can be given that a position taken in reliance on our opinion will not be challenged by the IRS or will be sustained by a court. Our opinion relates solely to the tax consequences of the Reorganizations under the federal income tax laws of the United States, and we express no opinion (and no opinion should be inferred) regarding the tax consequences of the Reorganizations under the laws of any other jurisdiction. This opinion addresses only the specific issues set MORRISON & FOERSTER LLP Nations Reserves Nations Funds Trust May 10, 2002 Page 3 of 4 forth below, and does not address any other tax consequences that may result from the Reorganizations or any other transaction (including any transaction undertaken in connection with the Reorganizations). No opinion is expressed as to any transaction other than the Reorganizations as effected by the Agreement or as to any transaction whatsoever, including the Reorganizations, if all of the transactions described in the Agreement are not consummated in accordance with the terms of the Agreement and without waiver or breach of any material provision thereof, or if all the representations, warranties, statements and assumptions upon which we rely are not true and accurate at all relevant times. In the event any one of the statements, representations, warranties or assumptions upon which we rely to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. We have not independently investigated or verified the validity of any representations made in connection with the Reorganizations or this opinion upon which we have relied in rendering this opinion. We also note that the tax consequences addressed herein may depend upon the actual occurrence of events in the future, which events may or may not be consistent with such representations. To the extent the facts differ from those relied on and assumed herein, our opinion should not be relied upon. Based upon the foregoing and subject to the following paragraph, we are of the opinion that each Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each Acquiring Fund and the corresponding Acquired Fund will each be a "party to a reorganization," within the meaning of Section 368(b) of the Code, in respect of each Reorganization. In accordance therewith: (i) Neither any Acquiring Fund, any Acquired Fund nor their respective shareholders will recognize any gain or loss pursuant to the Reorganizations; (ii) An Acquired Fund shareholder's aggregate tax basis in the Acquiring Fund shares received pursuant to a Reorganization will equal such shareholder's aggregate tax basis in its Acquired Fund shares held immediately before such Reorganization; and (iii) An Acquiring Fund shareholder's holding period in the Acquiring Fund shares received pursuant to a Reorganization will include the period during which such shareholder has held its Acquired Fund shares, provided that such shareholder holds its Acquired Fund shares as a capital asset as of the Effective Time. MORRISON & FOERSTER LLP Nations Reserves Nations Funds Trust May 10, 2002 Page 4 of 4 This opinion is intended solely for your benefit and for the benefit of each Acquiring Fund, each Acquired Fund and their respective shareholders; it may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity without our prior written consent. Very truly yours, /s/ MORRISON & FOERSTER MORRISON & FOERSTER LLP Nations Reserves Nations Funds Trust May 10, 2002 Page 5 of 4 Prepared by: Kamala De Valois Reviewed by: Raj Tanden Stephen L. Feldman Signed by: Steven G. Cravath MORRISON & FOERSTER LLP SAN FRANCISCO ATTORNEYS AT LAW NEW YORK SACRAMENTO LONDON ORANGE COUNTY 555 WEST FIFTH STREET BRUSSELS PALO ALTO LOS ANGELES, CALIFORNIA 90013-1024 BEIJING WALNUT CREEK TELEPHONE (213) 892-5200 HONG KONG DENVER TELEFACSIMILE (213) 892-5454 SINGAPORE WASHINGTON, D.C. TOKYO May 10, 2002 Nations Fund, Inc. Nations Funds Trust One Bank of America Plaza 101 South Tryon Street Charlotte, North Carolina 28255 Re: Nations Funds Trust Reorganizations ----------------------------------- Ladies and Gentlemen: This opinion is being delivered to you pursuant to Sections 9(f) and 10(d) of that certain Agreement and Plan of Reorganization, dated as of January 1, 2002 (the "Agreement"),/1/ by Nations Fund, Inc., a Maryland corporation (the "Company"), for itself and on behalf of its Nations Prime Fund, Nations Treasury Fund and Nations Equity Income Fund (each, an "Acquired Fund," and, collectively, the "Acquired Funds") and certain of its other series set forth in the Agreement, and Nations Funds Trust, a Delaware statutory business trust ("Funds Trust"), for itself and on behalf of its Nations Cash Reserves, Nations Treasury Reserves and Nations Convertible Securities Fund (each, an "Acquiring Fund," and, collectively, the "Acquiring Funds") and certain of its other series set forth in the Agreement. Unless otherwise indicated, capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the certificates delivered to us for purposes of rendering this opinion by the Company, for itself and on behalf of the Acquired Funds, and Funds Trust, for itself and on behalf of the Acquiring Funds (together, the "Certificates of Representations"). Pursuant to the Agreement, each Acquiring Fund shall acquire all of the assets and assume the liabilities of the corresponding Acquired Fund (each, a "Reorganization," and, collectively, the "Reorganizations"). The Reorganizations are further described in the Proxy/Prospectuses as filed on Registration Statement Forms N-14 with the SEC on or about November 30, 2001 (Registration Nos. 333-74298 and 333-74314). We have acted as counsel to the Company and Funds Trust. As such, and for purposes of rendering this opinion, we have examined and are familiar with the - ---------- /1/References contained herein to the "Agreement" include, unless the context otherwise requires, each document attached as an exhibit or annex thereto. MORRISON & FOERSTER LLP Nations Fund, Inc. Nations Funds Trust May 10, 2002 Page 2 of 3 Agreement, the Proxy/Prospectuses and such other presently existing documents, records and matters of law as we have deemed necessary or appropriate in connection with rendering this opinion. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. In addition, we have assumed (i) that the Reorganizations will be consummated in accordance with the provisions of the Agreement and as described in the Proxy/Prospectuses, (ii) the truth and accuracy, as of the date of the Agreement and the date hereof, of the representations and warranties made by the parties to the Agreement, (iii) the truth and accuracy of the representations made to us in the Certificates of Representations, and (iv) that any representation made "to the knowledge" or similarly qualified is correct without such qualification. The opinion expressed herein is based upon the Code, the Treasury Regulations promulgated thereunder, rulings and other pronouncements of the Internal Revenue Service (the "IRS") currently in effect, and judicial decisions, all of which are subject to change, prospectively or retroactively. No assurance can be given that such changes will not take place, or that such changes would not affect the conclusion expressed herein. Furthermore, our opinion represents only our best judgment of how a court would conclude if presented with the issues addressed herein and is not binding upon either the IRS or any court. Thus, no assurance can be given that a position taken in reliance on our opinion will not be challenged by the IRS or will be sustained by a court. Our opinion relates solely to the tax consequences of the Reorganizations under the federal income tax laws of the United States, and we express no opinion (and no opinion should be inferred) regarding the tax consequences of the Reorganizations under the laws of any other jurisdiction. This opinion addresses only the specific issues set forth below, and does not address any other tax consequences that may result from the Reorganizations or any other transaction (including any transaction undertaken in connection with the Reorganizations). No opinion is expressed as to any transaction other than the Reorganizations as effected by the Agreement or as to any transaction whatsoever, including the Reorganizations, if all of the transactions described in the Agreement are not consummated in accordance with the terms of the Agreement and without waiver or breach of any material provision thereof, or if all the representations, warranties, statements and assumptions upon which we rely are not true and accurate at all relevant times. In the event any one of the statements, representations, warranties or assumptions upon which we rely to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. We have not independently investigated MORRISON & FOERSTER LLP Nations Fund, Inc. Nations Funds Trust May 10, 2002 Page 3 of 3 or verified the validity of any representations made in connection with the Reorganizations or this opinion upon which we have relied in rendering this opinion. We also note that the tax consequences addressed herein may depend upon the actual occurrence of events in the future, which events may or may not be consistent with such representations. To the extent the facts differ from those relied on and assumed herein, our opinion should not be relied upon. Based upon the foregoing and subject to the following paragraph, we are of the opinion that each Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each Acquiring Fund and the corresponding Acquired Fund will each be a "party to a reorganization," within the meaning of Section 368(b) of the Code, in respect of each Reorganization. In accordance therewith: (i) Neither any Acquiring Fund, any Acquired Fund nor their respective shareholders will recognize any gain or loss pursuant to the Reorganizations; (ii) An Acquired Fund shareholder's aggregate tax basis in the Acquiring Fund shares received pursuant to a Reorganization will equal such shareholder's aggregate tax basis in its Acquired Fund shares held immediately before such Reorganization; and (iii) An Acquiring Fund shareholder's holding period in the Acquiring Fund shares received pursuant to a Reorganization will include the period during which such shareholder has held its Acquired Fund shares, provided that such shareholder holds its Acquired Fund shares as a capital asset as of the Effective Time. This opinion is intended solely for your benefit and for the benefit of each Acquiring Fund, each Acquired Fund and their respective shareholders; it may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity without our prior written consent. Very truly yours, /s/ MORRISON & FOERSTER MORRISON & FOERSTER LLP Nations Fund, Inc. Nations Funds Trust May 10, 2002 Page 4 of 3 Prepared by: Kamala De Valois Reviewed by: Raj Tanden Stephen L. Feldman Signed by: Steven G. Cravath MORRISON & FOERSTER LLP SAN FRANCISCO ATTORNEYS AT LAW NEW YORK SACRAMENTO LONDON ORANGE COUNTY 555 WEST FIFTH STREET BRUSSELS PALO ALTO LOS ANGELES, CALIFORNIA 90013-1024 BEIJING WALNUT CREEK TELEPHONE (213) 892-5200 HONG KONG DENVER TELEFACSIMILE (213) 892-5454 SINGAPORE WASHINGTON, D.C. TOKYO May 10, 2002 Nations Fund Trust Nations Funds Trust One Bank of America Plaza 101 South Tryon Street Charlotte, North Carolina 28255 Re: Nations Funds Trust Reorganizations --- ----------------------------------- Ladies and Gentlemen: This opinion is being delivered to you pursuant to Sections 9(f) and 10(d) of that certain Agreement and Plan of Reorganization, dated as of January 1, 2002 (the "Agreement"),/1/ by Nations Fund Trust, a Massachusetts business trust (the "Trust"), for itself and on behalf of its Nations Georgia Intermediate Municipal Bond Fund, Nations Georgia Municipal Bond Fund, Nations Maryland Intermediate Municipal Bond Fund, Nations Maryland Municipal Bond Fund, Nations North Carolina Intermediate Municipal Bond Fund, Nations North Carolina Municipal Bond Fund, Nations South Carolina Intermediate Municipal Bond Fund, Nations South Carolina Municipal Bond Fund, Nations Tennessee Intermediate Municipal Bond Fund, Nations Tennessee Municipal Bond Fund, Nations Texas Intermediate Municipal Bond Fund, Nations Texas Municipal Bond Fund, Nations Virginia Intermediate Municipal Bond Fund, Nations Virginia Municipal Bond Fund, Nations Capital Growth Fund, Nations Aggressive Growth Fund, Nations Strategic Growth Fund, Nations Government Money Market Fund, Nations Tax Exempt Fund, Nations MidCap Growth Fund, Nations LargeCap Index Fund, Nations Managed Index Fund, Nations SmallCap Index Fund, Nations Short-Intermediate Government Fund, Nations Municipal Income Fund, Nations Short-Term Municipal Income Fund, Nations Intermediate Municipal Bond Fund, Nations Short-Term Income Fund, Nations Strategic Income Fund, Nations Bond Fund, Nations Florida Intermediate Municipal Bond Fund and Nations Florida Municipal Bond Fund (each, an "Acquired Fund," and, collectively, the "Acquired Funds") and certain of its other series set forth in the Agreement, and Nations Funds Trust, a Delaware statutory business trust ("Funds Trust"), for itself and on behalf of its Nations Georgia Intermediate Municipal Bond Fund, Nations Maryland Intermediate Municipal Bond Fund, Nations North Carolina Intermediate Municipal Bond Fund, - ---------- /1/ References contained herein to the "Agreement" include, unless the context otherwise requires, each document attached as an exhibit or annex thereto. [LETTERHEAD OF MORRISON & FOERSTER LLP] Nations Fund Trust Nations Funds Trust May 10, 2002 Page 2 of 4 Nations South Carolina Intermediate Municipal Bond Fund, Nations Tennessee Intermediate Municipal Bond Fund, Nations Texas Intermediate Municipal Bond Fund, Nations Virginia Intermediate Municipal Bond Fund, Nations Capital Growth Fund, Nations Strategic Growth Fund, Nations Government Reserves, Nations Tax-Exempt Reserves, Nations MidCap Growth Fund, Nations LargeCap Index Fund, Nations Managed Index Fund, Nations SmallCap Index Fund, Nations Short-Intermediate Government Fund, Nations Municipal Income Fund, Nations Short-Term Municipal Income Fund, Nations Intermediate Municipal Bond Fund, Nations Short-Term Income Fund, Nations Strategic Income Fund, Nations Bond Fund, Nations Florida Intermediate Municipal Bond Fund and Nations Florida Municipal Bond Fund (each, an "Acquiring Fund," and, collectively, the "Acquiring Funds") and certain of its other series set forth in the Agreement. Unless otherwise indicated, capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the certificates delivered to us for purposes of rendering this opinion by the Trust, for itself and on behalf of the Acquired Funds, and Funds Trust, for itself and on behalf of the Acquiring Funds (together, the "Certificates of Representations"). Pursuant to the Agreement, each Acquiring Fund shall acquire all of the assets and assume the liabilities of the corresponding Acquired Fund (each, a "Reorganization," and, collectively, the "Reorganizations"). The Reorganizations are further described in the Proxy/Prospectuses as filed on Registration Statement Forms N-14 with the SEC on or about November 30, 2001 (Registration Nos. 333-74298, 333-74314, and 333-74316) and the Proxy Statement as filed on Schedule 14A with the SEC on or about December 20, 2001 (Registration Nos. 002-97817 and 811-04305). We have acted as counsel to the Trust and Funds Trust. As such, and for purposes of rendering this opinion, we have examined and are familiar with the Agreement, the Proxy/Prospectuses, the Proxy Statement and such other presently existing documents, records and matters of law as we have deemed necessary or appropriate in connection with rendering this opinion. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. In addition, we have assumed (i) that the Reorganizations will be consummated in accordance with the provisions of the Agreement and as described in the Proxy/Prospectuses and Proxy Statement, (ii) the truth and accuracy, as of the date of the Agreement and the date hereof, of the representations and warranties made by the parties to the Agreement, (iii) the truth and accuracy of the representations made to us in the Certificates of Representations, and (iv) that any representation made "to the knowledge" or similarly qualified is correct without such qualification. MORRISON & FOERSTER LLP Nations Fund Trust Nations Funds Trust May 10, 2002 Page 3 of 4 The opinion expressed herein is based upon the Code, the Treasury Regulations promulgated thereunder, rulings and other pronouncements of the Internal Revenue Service (the "IRS") currently in effect, and judicial decisions, all of which are subject to change, prospectively or retroactively. No assurance can be given that such changes will not take place, or that such changes would not affect the conclusion expressed herein. Furthermore, our opinion represents only our best judgment of how a court would conclude if presented with the issues addressed herein and is not binding upon either the IRS or any court. Thus, no assurance can be given that a position taken in reliance on our opinion will not be challenged by the IRS or will be sustained by a court. Our opinion relates solely to the tax consequences of the Reorganizations under the federal income tax laws of the United States, and we express no opinion (and no opinion should be inferred) regarding the tax consequences of the Reorganizations under the laws of any other jurisdiction. This opinion addresses only the specific issues set forth below, and does not address any other tax consequences that may result from the Reorganizations or any other transaction (including any transaction undertaken in connection with the Reorganizations). No opinion is expressed as to any transaction other than the Reorganizations as effected by the Agreement or as to any transaction whatsoever, including the Reorganizations, if all of the transactions described in the Agreement are not consummated in accordance with the terms of the Agreement and without waiver or breach of any material provision thereof, or if all the representations, warranties, statements and assumptions upon which we rely are not true and accurate at all relevant times. In the event any one of the statements, representations, warranties or assumptions upon which we rely to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. We have not independently investigated or verified the validity of any representations made in connection with the Reorganizations or this opinion upon which we have relied in rendering this opinion. We also note that the tax consequences addressed herein may depend upon the actual occurrence of events in the future, which events may or may not be consistent with such representations. To the extent the facts differ from those relied on and assumed herein, our opinion should not be relied upon. Based upon the foregoing and subject to the following paragraph, we are of the opinion that each Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each Acquiring Fund and the corresponding Acquired Fund will each be a "party to a reorganization," within the meaning of Section 368(b) of the Code, in respect of each Reorganization. In accordance therewith: MORRISON & FOERSTER LLP Nations Fund Trust Nations Funds Trust May 10, 2002 Page 4 of 4 (i) Neither any Acquiring Fund, any Acquired Fund nor their respective shareholders will recognize any gain or loss pursuant to the Reorganizations; (ii) An Acquired Fund shareholder's aggregate tax basis in the Acquiring Fund shares received pursuant to a Reorganization will equal such shareholder's aggregate tax basis in its Acquired Fund shares held immediately before such Reorganization; and (iii) An Acquiring Fund shareholder's holding period in the Acquiring Fund shares received pursuant to a Reorganization will include the period during which such shareholder has held its Acquired Fund shares, provided that such shareholder holds its Acquired Fund shares as a capital asset as of the Effective Time. This opinion is intended solely for your benefit and for the benefit of each Acquiring Fund, each Acquired Fund and their respective shareholders; it may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity without our prior written consent. Very truly yours, /S/ MORRISON & FOERSTER MORRISON & FOERSTER LLP Nations Fund Trust Nations Funds Trust May 10, 2002 Page 5 of 4 Prepared by: Kamala De Valois Reviewed by: Raj Tanden Stephen L. Feldman Signed by: Steven G. Cravath -----END PRIVACY-ENHANCED MESSAGE-----