UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
[_] Confidential, For Use by the Commission Only
(as permitted by Rule 14a-6(e)(2))
Nations Funds Trust
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(Name of Registrant as Specified In Its Charter)
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Notes:
[GRAPHIC]
2002 Shareholder Proxy
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Your Investment . Your Right . Your Vote
Questions and answers for
Nations Funds shareholders
[LOGO]
NATIONS FUNDS
Your vote matters
It's your right-- and your responsibility as a shareholder
Nations Funds is asking shareholders to vote on the 2002 proxy. You, along with
more than one million other account owners, representing over $125 billion in
assets as of December 31, 2001, are receiving proxy packages.
The Nations Funds 2002 proxy is an important initiative that can only succeed
with your participation. Please fulfill your responsibility to your fellow
shareholders by exercising your right to vote.
Questions and answers about your proxy vote:
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1. Who is asking for my vote?
The Boards of Directors/Trustees of the Nations Funds family are asking for
your vote on proposals that will be decided on at the funds' shareholder
meetings on March 27, 2002. Approval of these proposals requires a
shareholder vote.
2. Do the Boards of Directors/Trustees recommend that I vote a certain way?
The Boards of Directors/Trustees unanimously recommend that you vote FOR
all of the proposals, which they believe are in the best interests of the
funds and the funds' shareholders.
3. Who is eligible to vote?
Any shareholder of record as of December 27, 2001 is eligible to vote at
the shareholder meetings, or at any adjournment of the meetings. For each
proposal that affects your fund(s), you have the right to cast one vote for
each share you own.
4. What am I voting on?
Each fund's proxy will contain different proposals. In general, the
proposals are designed to streamline the funds' operations by taking
advantage of enhanced processes and/or economies of scale. For details
about the specific issues related to the enclosed proxy, please refer to
the back page of this document.
5. If I own shares of more than one fund, will I receive a proxy card for each
fund?
Yes, you will receive a proxy card for each fund you own. If you own more
than one fund, Nations Funds, to the extent possible, has tried to send all
of your proxies in one package to help minimize mailing costs. Because of
staggered mailing schedules, however, you may receive more than one
package. In any event, it's vital that you vote every proxy card you
receive.
6. How do I vote?
For your convenience, you have three choices, as explained in the enclosed
proxy materials. You can vote:
. On the Internet
. By making a toll-free telephone call
. By completing and signing your proxy card and mailing it back in the
postage-paid envelope provided
Complete voting instructions are included in this package. You may also
attend the shareholder meetings in person.
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7. How will votes be recorded?
If you vote online or by phone, your votes will be confirmed and posted
immediately. If you return your proxy card by mail, your votes will be
recorded as specified for each proposal, as long as your votes are received
before the fund's shareholder meeting. Please note: If you sign and date
the proxy card without indicating your vote, your shares will be voted FOR
all of the proposals.
8. What happens if I don't vote?
It's vital that you do vote. If there aren't enough votes to conduct a
shareholder meeting for a fund, the meeting will have to be adjourned to a
later date, and shareholders who failed to vote the first time will need to
be solicited again. This process may have to be repeated if not enough
votes are received the second time around (i.e., it's possible for a fund
to adjourn its meeting more than once, a costly undertaking). Remember,
proxy mailings are generally a fund expense, and so are follow-up mailings
and solicitations. By voting -- and voting promptly -- you may help keep
your fund's expenses down.
9. How can I find out more about the funds?
If you would like copies of any Nations Funds mutual fund prospectus,
annual or semiannual report, simply contact your investment professional or
call toll free 1.800.653.9427. You may also visit Nations Funds online at
www.nations-funds.com.
10. Is there a phone number I can call if I have questions about the proxy?
You may call Nations Funds toll free at 1.800.653.9427.
Your vote counts! Please join your fellow shareholders in voting your
proxies now. Thank you for your business and continued support.
Proxy overview
The proposal you are voting on:
Reorganization of your money market fund into a substantially similar Nations
Fund
This proposal affects the following three funds:
. Nations Government Money Market Fund
. Nations Prime Fund
. Nations Treasury Fund
To streamline the Nations Funds money market funds
The purpose of this proposal is to reorganize several money market funds within
the Nations Funds family into other Nations Funds money market funds that are
substantially similar. Combining funds with similar investment objectives and
strategies should create potential economies of scale by eliminating certain
duplicative costs associated with maintaining those funds as separate series,
and by spreading the remaining costs over a larger, combined asset base.
To establish the reorganized money market fund family as a Delaware business
trust
A company's or business trust's charter document describes how its funds conduct
business and how they are governed. Currently, all Nations Funds money market
funds are registered either as a Massachusetts business trust or as a Maryland
corporation. By combining the funds under a Delaware business trust structure,
the funds generally should be able to provide greater flexibility and efficiency
in certain corporate and organizational matters. These efficiencies include, but
are not limited to, potential savings in accounting, legal, filing and
registration costs.
How are shareholders affected by this proposal?
Potential for long-term efficiencies
Approval of this proposal would enable Nations Funds to reduce the number of
registered investment companies within the Nations Funds family, which offers
potential efficiencies and benefits over the long term.
No disruption to existing investment choices or service levels
Most of the changes resulting from the proxy vote will be transparent to
shareholders. Current investment alternatives will generally not be altered,
because the investment objectives and strategies of the funds being combined
are, in most instances, substantially identical. Furthermore, total fund
expenses (after waivers and/or reimbursements), fund managers and service
providers will also generally remain the same.
Nations Funds distributor: Stephens Inc., which is not affiliated with Bank of
America Corporation, is not a bank and securities offered by it are not
guaranteed by any bank or insured by the FDIC. Stephens Inc., member NYSE, SIPC.
Banc of America Advisors, LLC, an affiliate of Bank of America Corporation,
performs investment advisory and other services for Nations Funds, and receives
fees for such services. Member NASD, SIPC.
PROXYQA2
211910 (01/02)
Voting instructions
Three easy ways to cast your vote
Now that you've read through the proxy materials, it's time to vote. For speed
and convenience, we're offering a choice of three voting methods: Internet,
phone or mail. Votes cast online or by telephone are confirmed and tallied
immediately, and there's no need to mail back your proxy card(s).
[LOGO] 2002 Shareholder Proxy
Your Investment . Your Right . Your Vote
On the Internet
1. Go to www.proxyvote.com.
2. Enter the 12-digit control number that appears on your proxy card.
3. Follow the instructions on the Web site to complete your vote.
By phone
1. Call the toll-free number shown on your proxy ballot.
2. Enter the 12-digit control number that appears on your proxy card.
3. Follow the recorded instructions.
By mail
1. Complete and sign the proxy card.
2. Mail it in the postage-paid return envelope provided.
Remember, your vote is important. Please vote now.
It's your investment -- and your right.
Nations Funds distributor: Stephens Inc., which is not affiliated with Bank of
America Corporation, is not a bank and securities offered by it are not
guaranteed by any bank or insured by the FDIC. Stephens Inc., member NYSE, SIPC.
Banc of America Advisors, LLC, an affiliate of Bank of America Corporation,
performs investment advisory and other services for Nations Funds, and receives
fees for such services. Member NASD, SIPC.
[LOGO] Nations Funds
VOTECARD_BEN
211912 (01/02)