[Federal Register Volume 61, Number 157 (Tuesday, August 13, 1996)]
[Notices]
[Pages 42072-42074]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-20541]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22117/812-10160]


Nations Fund Trust, et al.; Notice of Application

August 6, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for exemption under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANTS: Nations Fund Trust (``NFT''), Nations Fund, Inc. (``NFI''),

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NationsBanc Advisors, Inc. (``NBAI''), and Peachtree Funds 
(``Peachtree'').

RELEVANT ACT SECTIONS: Order requested under section 17(b) for an 
exemption from section 17(a).

SUMMARY OF APPLICATION: Applicants request an order to allow four 
series of NFT and one series of NFI to acquire substantially all of the 
assets of Peachtree's five series. Because of certain affiliations, the 
series may not rely on rule 17a-8 under the Act.

FILING DATE: The application was filed on May 17, 1996, and amended on 
July 24, 1996.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on September 3, 
1996, and should be accompanied by proof of service on applicants, in 
the form of an affidavit or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to the 
SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicants: (NFT, NFI and NBAI), One NationsBank Plaza, 
Charlotte, North Carolina 28255; (Peachtree), Federated Investors 
Tower, Pittsburgh, Pennsylvania 15222.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Staff Attorney, at 
(202) 942-0574, or Robert A. Robertson, Branch Chief, at (202) 942-0564 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicants' Representations

    1. NFI, a Maryland corporation, is registered under the Act as an 
open-end management investment company. NFI currently consists of five 
series, one of which is the subject of this application: Nations Prime 
Fund. NFT, a Massachusetts business trust, is registered under the Act 
as an open-end management investment company. NFT currently consists of 
32 series, four of which are the subject of this application: Nations 
Capital Growth Fund, Nations Strategic Fixed Income Fund, Nations 
Georgia Intermediate Municipal Bond Fund, and Nations Government Money 
Market Fund (together with Nations Prime Fund, the ``Acquiring 
Funds'').
    2. Peachtree, a Massachusetts business trust, is registered under 
the Act as an open-end management investment company. Peachtree 
currently offers its shares in five series: Peachtree Equity Fund, 
Peachtree Bond Fund, Peachtree Georgia Tax-Free Income Fund, Peachtree 
Government Money Market Fund, and Peachtree Prime Money Market Fund 
(collectively, the ``Acquired Funds'').
    3. NBAI is the investment adviser to the Acquiring Funds and 
TradeStreet Investment Associates, Inc. (``TSIA'') is sub-adviser to 
the Acquiring Funds. NBAI is a wholly owned subsidiary of NationsBank, 
N.A., which in turn is a wholly owned banking subsidiary of NationsBank 
Corporation. On January 9, 1996, Bank South Corporation (``BSC'') was 
merged into NationsBank Corporation (the ``Holding Company Merger''). 
Prior to the Holding Company Merger, BSC was the parent of Bank South, 
N.A. (``Bank South''), which was the adviser to the Acquired Funds. 
Since the consummation of the Holding company Merger, the Acquired 
Funds have been advised by NBAI and sub-advised TSIA.
    4. Currently, Bank South and BHC Securities, Inc. (``BHC''), an 
affiliate of Bank South, which are under common control with NBAI, 
acting in various capacities for numerous accounts, together are record 
holders of more than 25% of the outstanding shares of each of the 
Acquired Funds. Currently, certain affiliates of NBAI, acting in 
various capacities for numerous accounts, together are record holders 
of more than 5% of the outstanding shares of some or all of the 
Acquiring Funds. All such securities are held for the benefit of others 
in a trust, agency, custodial, or other fiduciary or representative 
capacity.
    5. Shares of Nations Capital Growth Fund, Nations Strategic Fixed 
Income Fund and Nations Georgia Intermediate Municipal Bond Fund are 
divided into the following five classes of shares: Primary A Shares, 
Primary B Shares, Investor A Shares, Investor C Shares, and Investor N 
Shares. Shares of Nations Government Money Market Fund and Nations 
Prime Fund are divided into the following six classes of shares: 
Primary A Shares, Primary B Shares, Investor A Shares, Investor B 
Shares, Investor C Shares, and Investor D Shares. (Primary A Shares are 
the only class of shares involved in the proposed reorganization.) 
Primary A Shares of the Acquiring Funds are distributed by Stephens 
Inc. (``Stephens''), a registered broker dealer, and are offered at net 
asset value, without a sales load. Stephens receives no compensation in 
connection with the distribution of Primary A Shares. The Acquired 
Funds consist of one class of shares. The Acquired Funds charge up to a 
0.75% (or in the case of the Peachtree Government Money Market Fund and 
Peachtree Prime Money Market Fund, up to 0.25%) distribution fee 
pursuant to rule 12b-1 under the Act, and up to a 0.25% shareholder 
services fee. Shares of the Peachtree Government Money Market Fund and 
Peachtree Prime Money Market Fund are offered at net asset value, 
without a sales load. The maximum sales charge payable with respect to 
the Peachtree Equity Fund shares is 3.75%. The maximum sales charge 
payable with respect to the Peachtree Bond Fund and the Peachtree 
Georgia Tax-Free Income Fund is 2.50%.
    6. The investment objectives, policies and restrictions of each 
Acquired Fund are substantially similar to those of the corresponding 
Acquiring Fund. The Peachtree Equity's Fund's investment objective is 
to achieve long-term growth of capital and income, and the Nations 
Capital Growth Fund's investment objective is to seek long-term capital 
appreciation. The Peachtree Bond Fund's investment objective is to 
achieve current income, while the Nations Strategic Fixed Income Fund's 
investment objective is to maximize total investment return through the 
active management of fixed income securities. The Peachtree Georgia 
Tax-Free Income Fund and the Nations Georgia Intermediate Municipal 
Bond Fund have substantially identical investment objectives--to 
provide current income exempt from federal and state income taxes. The 
Peachtree Government Money Market Fund and the Nations Government Money 
Market Fund also have substantially identical investment objectives--to 
achieve as high a level of current income as is consistent with 
liquidity and stability of principal. The Peachtree Prime Money Market 
Fund's investment objective is to achieve current income consistent 
with stability of principal and liquidity, while the Nations Prime 
Fund's investment objective is to seek the maximization of current 
income to the extent consistent with preservation of capital and the 
maintenance of liquidity.
    7. Peachtree has entered into a separate agreement and plan of 
reorganization with each of NFI and

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NFT (each a ``Plan'' and, collectively, the ``Plans''), providing for 
the transfer of all, of the assets of each of Peachtree Equity Fund, 
Peachtree Bond Fund, Peachtree Georgia Tax-Free Income Fund, Peachtree 
Government Money Market Fund, and Peachtree Prime Money Market Fund to 
Nations Capital Growth Fund, Nations Strategic Fixed Income Fund, 
Nations Georgia Intermediate Municipal Fund, Nations Government Money 
Market Fund, and Nations Prime Fund, respectively, in exchange for 
Primary A Shares of each corresponding Acquiring Fund. The aggregate 
net asset value of Acquiring Fund shares to be issued to shareholders 
of an Acquired Fund will equal the value of the aggregate net assets of 
the Acquired Fund as of the close of business on the business day 
immediately prior to the closing (the ``Valuation Date''). Primary A 
Shares of the Acquiring Funds will be distributed pro rata to 
shareholders of each Acquired Fund in liquidation of the Acquired Fund, 
and each of the Acquired Funds, and Peachtree, will be dissolved.
    8. The board of directors of NFI and the board of trustees of NFT, 
including the disinterested directors/trustees, considered and 
unanimously approved each Plan on January 18, 1996. The board of 
trustees of Peachtree (together with the directors/trustees of NFI and 
NFI, the ``Boards''), including the disinterested trustees, considered 
and unanimously approved the Plan on February 19, 1996. Each of the 
Boards has determined that participation in the reorganization is in 
the best interests of each of the Acquired Funds and the Acquiring 
Funds, and that the interests of the shareholders of the Acquiring 
Funds and the Acquiring Funds will not be diluted as a result of the 
reorganization.
    9. Each Board based its decision to approve the reorganization on a 
number of factors, including: (a) The compatibility of each Acquired 
Fund's investment objective, policies and restrictions with those of 
its corresponding Acquiring Fund; (b) the terms and conditions of the 
reorganizations and whether they would result in a dilution of the 
existing shareholders' interests; (c) the conditioning of the 
reorganizations on the receipts of a legal opinion confirming the 
absence of any adverse federal tax consequences to the Acquired Funds 
or their shareholders; (d) the similarities between the Acquired Funds' 
and the Acquiring Funds' respective distribution, administrative, 
transfer agency, shareholder service and custody arrangements; (e) the 
potential expense savings and benefits that could result from combining 
the assets and operations of the Acquiring Funds and the Acquiring 
Funds; and (f) information regarding fees and expenses of the Acquired 
Funds and the Acquiring Funds.
    10. Applicants anticipate that special meetings of shareholders of 
the Acquired Funds will be held on or about September 23, 1996, and, 
subject to shareholder approval, the reorganizations will be completed 
on or about September 30, 1996. The registration statements were filed 
with the SEC on July 3, 1996. Applicants also anticipate that the 
combined prospectus/proxy statements will be mailed to shareholders of 
the Acquired Funds after the registration statement becomes effective, 
on or about August 2, 1996.
    11. The expenses incurred in connection with entering into and 
carrying out the provisions of the Plans will be borne by NationsBank, 
NBAI, or Stephens.
    12. Applicants agree not to make any material changes to the Plans 
that affect representations in the application without the prior 
approval of the SEC.

Applicant's Legal Analysis

    1. Section 17(a), in pertinent part, prohibits an affiliated person 
of a registered investment company, acting as principal, from selling 
to or purchasing from such registered company, any security or other 
property. Section 17(b) provides that the SEC may exempt a transaction 
from section 17(a) if evidence establishes that the terms of the 
proposed transaction, including the consideration to be paid, are 
reasonable and fair and do not involve overreaching on the part of any 
person concerned, and that the proposed transaction is consistent with 
the policy of the registered investment company concerned and with the 
general purposes of the Act.
    2. Section 2(a)(3) of the Act defines the term ``affiliated 
person'' of another person to include, in pertinent part, (a) any 
person owning, controlling, or holding with power to vote, 5% or more 
of the outstanding voting securities of such other person; (b) any 
person 5% or more of whose outstanding voting securities are owned, 
controlled, or held with power to vote by such other person; (c) any 
person controlling, controlled by, or under common control with, such 
other person; and (d) if such other person is an investment company, 
any investment adviser thereof.
    3. Rule 17a-8 under the Act exempts from section 17(a) mergers, 
consolidations, or purchases or sales of substantially all the assets 
involving registered investment companies that may be affiliated 
persons solely by reason of having a common investment adviser, common 
directors/trustees and/or common officers provided that certain 
conditions are satisfied.
    4. The reorganization may not be exempt from the prohibitions of 
section 17(a) pursuant to rule 17a-8 because the Acquiring Funds and 
the Acquired Funds may be affiliated for reasons other than those set 
forth in the rule. Bank South and BHC, which are under common control 
with NBAI, together hold of record more than 25% of the outstanding 
voting securities of the Acquired Funds. Certain affiliates of NBAI 
hold of record more than 5% of the outstanding voting securities of 
each of the Acquiring Funds. Because of this record ownership each 
Acquiring Fund may be deemed an affiliated person of an affiliated 
person of the corresponding Acquired Fund, and vice versa, for reasons 
not based solely on their common adviser, common directors/trustees 
and/or common officers.
    5. Applicants believe that the terms of the proposed 
reorganizations satisfy the standards set forth in section 17(b). The 
Boards of NFI, NFT and Peachtree have determined that the 
reorganizations, including the consideration to be paid or received, 
are in the best interest of such entities and their shareholders, and 
that the interests of the shareholders will not be diluted as a result 
of the reorganizations. Applicants state that the trustees/directors, 
including the disinterested trustees/directors, have made the findings 
required by rule 17a-8. Applicants believe that the investment 
objectives, policies and restrictions of the Acquiring Funds are 
compatible with, and substantially similar to, those of the Acquired 
Funds. Accordingly, applicants believe that the reorganizations are 
consistent with the policies of each of the Acquiring Funds and the 
Acquired Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-20541 Filed 8-12-96; 8:45 am]
BILLING CODE 8010-01-M