485BPOS 1 0001.txt NATIONS FUNDS TRUST 485B As filed with the Securities and Exchange Commission on July 7, 2000 Registration No. 333-89661; 811-09645 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM N-1A* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Post-Effective Amendment No. 3 [X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 4 [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): [ ] Immediately upon filing pursuant [X] on July 19, 2000 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. * This post-effective amendment is being executed by the Trustees and principal officers of Nations Master Investment Trust. EXPLANATORY NOTE ---------------- This Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A (the "Registration Statement") of Nations Funds Trust (the "Trust") is being filed in order to file the signature page for Nations Master Investment Trust and to file the Opinion of Counsel. The prospectuses and statement of additional information for the Trust are hereby incorporated by reference to post-effective amendment no. 2, filed May 5, 2000. NATIONS FUNDS TRUST 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. 333-89661; 811-09645)
---------------------- ------------------------------------------------------------------------------------- Exhibit Letter Description ---------------------- ------------------------------------------------------------------------------------- (a) Articles of Incorporation: (a)(1) Certificate of Trust dated October 22, 1999, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (a)(2) Declaration of Trust dated February 7, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- ------------------------------------------------------------------------------------- (b) Bylaws: Not Applicable ---------------------- ------------------------------------------------------------------------------------- (c) Instruments Defining Rights of Securities Holders: Not Applicable ---------------------- ------------------------------------------------------------------------------------- (d) Investment Advisory Contracts: (d)(1) Investment Advisory Agreement between Banc of America Advisors, Inc. ("BAAI") and Nations Funds Trust ("Registrant") dated March 30, 2000, incorporated by reference to Post-Effective Amendment No. 2, filed May 5, 2000. (d)(2) Investment Sub-Advisory Agreement among BAAI, Banc of America Capital Management, Inc. ("BACAP") and the Registrant dated March 30, 2000, incorporated by reference to Post-Effective Amendment No. 2, filed May 5, 2000. ---------------------- -------------------------------------------------------------------------------------
C-1
---------------------- ------------------------------------------------------------------------------------- Exhibit Letter Description ---------------------- ------------------------------------------------------------------------------------- ---------------------- ------------------------------------------------------------------------------------- (e) Underwriting Contract: (e)(1) Distribution Agreement between the Registrant and Stephens Inc. ("Stephens") dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- ------------------------------------------------------------------------------------- (f) Bonus or Profit Sharing Contracts: (f)(1) Deferred Compensation Plan, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- ------------------------------------------------------------------------------------- (g) Custodian Agreement: (g)(1) Custody Agreement between the Registrant and The Bank of New York ("BNY") dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- ------------------------------------------------------------------------------------- (h) Other Material Contracts: (h)(1) Co-Administration Agreement among the Registrant, Stephens and BAAI dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (h)(2) Sub-Administration Agreement among the Registrant, BNY and BAAI dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (h)(3) Shareholder Servicing Plan relating to Investor B Shares, Exhibit I dated December 9, 1999, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (h)(4) Shareholder Servicing Plan relating to Investor C Shares, Exhibit I dated December 9, 1999, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (h)(5) 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 February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (h)(6) Adoption Agreement and Amendment to Transfer Agency and Services Agreement dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- -------------------------------------------------------------------------------------
C-2
---------------------- ------------------------------------------------------------------------------------- Exhibit Letter Description ---------------------- ------------------------------------------------------------------------------------- ---------------------- ------------------------------------------------------------------------------------- (h)(7) Amendment to Transfer Agency and Services Agreement dated January 1, 1999, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (h)(8) Sub-Transfer Agency Agreement between PFPC and Bank of America, N.A. ("Bank of America") dated September 11, 1995, Schedule A dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (h)(9) Cross Indemnification Agreement among Nations Fund Trust, Nations Fund, Inc., Nations Reserves, Nations Master Investment Trust and the Registrant dated February 14, 2000, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- ------------------------------------------------------------------------------------- (i) Legal Opinion Filed herewith. ---------------------- ------------------------------------------------------------------------------------- (j) Other Opinions Not Applicable ---------------------- ------------------------------------------------------------------------------------- (k) Omitted Financial Statements Not Applicable ---------------------- ------------------------------------------------------------------------------------- (l) Initial Capital Agreements: (l)(1) Investment Letter, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- ------------------------------------------------------------------------------------- (m) Rule 12b-1 Plans: (m)(1) Shareholder Servicing and Distribution Plan relating to Investor A Shares, Exhibit A dated December 9, 1999, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (m)(2) Distribution Plan relating to Investor B Shares, Exhibit A dated December 9, 1999, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. (m)(3) Distribution Plan relating to Investor C Shares, Exhibit A dated December 9, 1999, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- -------------------------------------------------------------------------------------
C-3
---------------------- ------------------------------------------------------------------------------------- Exhibit Letter Description ---------------------- ------------------------------------------------------------------------------------- ---------------------- ------------------------------------------------------------------------------------- (n) Financial Data Schedule: Not Applicable ---------------------- ------------------------------------------------------------------------------------- (o) Rule 18f-3 Plan: (o)(1) Rule 18f-3 Multi-Class Plan, incorporated by reference to Post-Effective Amendment No. 1, filed February 10, 2000. ---------------------- ------------------------------------------------------------------------------------- (p) Codes of Ethics: (p)(1) Nations Funds Family Code of Ethics, incorporated by reference to Post-Effective Amendment No. 2, filed May 5, 2000. ---------------------- ------------------------------------------------------------------------------------- (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, Cornelius J. Pings and William P. Carmichael, incorporated by reference to Post-Effective Amendment No. 2, filed May 5, 2000. ---------------------- -------------------------------------------------------------------------------------
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 Article VII of the Declaration of Trust provides for the indemnification of the Registrant's trustees, 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 6. Sub-Transfer Agency and Services Agreement with PFPC and Bank of America. C-4 The Registrant has entered into a Cross Indemnification Agreement with Nations Fund Trust (the "Trust") Nations Fund, Inc. (the "Company"), Nations Reserves ("Reserves") and Nations Master Investment Trust ("Master Trust") dated February 14, 2000. The Trust, the Company, Reserves and/or Master 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, the Company, Reserves and/or Master 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, the Company, Reserves and/or Master 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, the Company, Reserves and/or Master 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. The Registrant has obtained from a major insurance carrier a trustees' and officers' liability policy covering certain types of errors and omissions. In no event will the Registrant indemnify any of its trustees, officers, employees, or agents against any liability to which such person would otherwise be subject by reason of his/her willful C-5 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 liabilities arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware 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 trustee, officer or controlling person of the Registrant in the successful defense of any act, suit or proceeding) is asserted by such trustee, 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 issues. 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, the investment sub-adviser, 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 or BACAP, 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 TradeStreet Investment Associates, Inc.) with the SEC pursuant to the Advisers Act (file no. 801-50372). C-6 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 Fund, Inc., Nations Reserves, Nations LifeGoal Funds, Inc., Nations Annuity Trust, Wells Fargo Funds Trust, Wells Fargo Variable Trust, Barclays Global Investors Funds, Inc., and is the exclusive placement agent for 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., Nations Balanced Target Maturity Fund, Inc., and Hatteras Income Securities, 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-advisor). (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 ITEM 30. Undertakings Not Applicable C-7 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 7th day of July, 2000. 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 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
SIGNATURES TITLE DATE ---------- ----- ---- * President and Chairman July 7, 2000 ---------------------------------- of the Board of Trustees (A. Max Walker) (Principal Executive Officer) /s/ Richard H. Blank, Jr. Treasurer July 7, 2000 ----------------------------- Secretary (Richard H. Blank, Jr.) (Principal Financial and Accounting Officer) * Trustee July 7, 2000 ---------------------------------- (Edmund L. Benson, III) * Trustee July 7, 2000 ----------------------------------- (William P. Carmichael) * Trustee July 7, 2000 ---------------------------------- (James Ermer) * Trustee July 7, 2000 ---------------------------------- (William H. Grigg) * Trustee July 7, 2000 ---------------------------------- (Thomas F. Keller) * Trustee July 7, 2000 ---------------------------------- (Carl E. Mundy, Jr.) * Trustee July 7, 2000 ---------------------------------- (Cornelius J. Pings) * Trustee July 7, 2000 ---------------------------------- (Charles B. Walker) * Trustee July 7, 2000 ---------------------------------- (Thomas S. Word) * Trustee July 7, 2000 ---------------------------------- (James B. Sommers) /s/ Richard H. Blank, Jr. ---------------------------- Richard H. Blank, Jr. *Attorney-in-Fact
Signatures ---------- Pursuant to the requirements of the Investment Company Act of 1940, the Registrant 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 7th day of July, 2000. NATIONS MASTER INVESTMENT 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 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
SIGNATURES TITLE DATE ---------- ----- ---- * President and Chairman July 7, 2000 ---------------------------------- of the Board of Trustees (A. Max Walker) (Principal Executive Officer) /s/ Richard H. Blank, Jr. Treasurer July 7, 2000 ----------------------------- Secretary (Richard H. Blank, Jr.) (Principal Financial and Accounting Officer) * Trustee July 7, 2000 ---------------------------------- (Edmund L. Benson, III) * Trustee July 7, 2000 ----------------------------------- (William P. Carmichael) * Trustee July 7, 2000 ---------------------------------- (James Ermer) * Trustee July 7, 2000 ---------------------------------- (William H. Grigg) * Trustee July 7, 2000 ---------------------------------- (Thomas F. Keller) * Trustee July 7, 2000 ---------------------------------- (Carl E. Mundy, Jr.) * Trustee July 7, 2000 ---------------------------------- (Cornelius J. Pings) * Trustee July 7, 2000 ---------------------------------- (Charles B. Walker) * Trustee July 7, 2000 ---------------------------------- (Thomas S. Word) * Trustee July 7, 2000 ---------------------------------- (James B. Sommers) /s/ Richard H. Blank, Jr. ---------------------------- Richard H. Blank, Jr. *Attorney-in-Fact
Nations Funds Trust Exhibit Index
Exhibit No. Description ----------- ----------- EX-99.23i Opinion of Counsel