NATIONS LIFEGOAL FUNDS INC, 485BPOS, 1999-07-30

NATIONS LIFEGOAL FUNDS INC
485BPOS, 1999-07-30

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As filed with the Securities and Exchange Commission
on July 30, 1999
Registration No. 333-09703; 811-07745
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Post-Effective Amendment No. 8 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 9 [X]

(Check appropriate box or boxes)
-----------------------
NATIONS LIFEGOAL FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
One NationsBank Plaza
33rd Floor
Charlotte, North Carolina 28255
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 626-2275
c/o The Corporation Trust Company
32 South Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis & Frankel
Morrison & Foerster LLP 919 3rd Avenue
2000 Pennsylvania Ave., N.W. New York, New York 10022
Suite 5500
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
paragraph (a)(2) to 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.

<PAGE>

EXPLANATORY NOTE

This Post-Effective Amendment No. 8 to the Registration Statement of Nations
LifeGoal Funds, Inc. (the "Company") is being filed for the purpose of providing
updated financial information and other non-material changes.

<PAGE>

[GRAPHIC]

LIFEGOAL PORTFOLIOS
PROSPECTUS -- PRIMARY B SHARES

AUGUST 1, 1999

LifeGoal Portfolios
LIFEGOAL GROWTH PORTFOLIO
LIFEGOAL BALANCED GROWTH PORTFOLIO
LIFEGOAL INCOME AND GROWTH PORTFOLIO

THE SECURITIES AND EXCHANGE COMMISSION (SEC) HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOT FDIC
INSURED
- ------------------
MAY LOSE VALUE
- ------------------
NO BANK GUARANTEE
- ------------------

NATIONS FUNDS

<PAGE>

AN OVERVIEW OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

[GRAPHIC] TERMS USED IN THIS PROSPECTUS

IN THIS PROSPECTUS, WE, US AND OUR REFER TO THE NATIONS FUNDS
FAMILY (NATIONS FUNDS). SOME OTHER IMPORTANT TERMS WE'VE USED MAY
BE NEW TO YOU. THESE ARE PRINTED IN ITALICS WHERE THEY FIRST
APPEAR IN A SECTION AND ARE DESCRIBED IN TERMS USED IN THIS
PROSPECTUS.

[GRAPHIC] YOU'LL FIND TERMS USED
IN THIS PROSPECTUS ON
PAGE 40.

YOUR INVESTMENT IN A PORTFOLIO IS NOT A BANK DEPOSIT AND IS NOT
INSURED OR GUARANTEED BY BANK OF AMERICA, N. A. (BANK OF AMERICA),
THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER
GOVERNMENT AGENCY. YOUR INVESTMENT MAY LOSE MONEY.

AFFILIATES OF BANK OF AMERICA ARE PAID FOR THE SERVICES THEY
PROVIDE TO THE PORTFOLIOS AND THE UNDERLYING FUNDS.

This booklet, which is called a prospectus, tells you about Nations Funds
LifeGoal Portfolios. Please read it carefully because it contains information
that's designed to help you make informed investment decisions.

Unlike traditional mutual funds, which invest in individual securities, the
Portfolios invest in a mix of Nations Funds Equity, Fixed Income and Money
Market Funds using an asset allocation approach. This kind of mutual fund is
sometimes called a "fund of funds."

ABOUT ASSET ALLOCATION
Asset allocation is the process of creating a diversified portfolio by
investing in different asset classes -- for example, EQUITY SECURITIES, FIXED
INCOME SECURITIES and MONEY MARKET INSTRUMENTS -- in varying proportions.

The mix of asset classes and how much is invested in each may be the most
important factor in how a Portfolio performs and the amount of risk involved.
Each asset class, and market segments within a class, like large, mid- and
small capitalization stocks, has different return and risk characteristics,
and reacts in different ways to changes in the economy. An investment approach
that combines asset classes and market segments may help to reduce overall
Portfolio volatility.

ABOUT THE PORTFOLIOS

Each Portfolio has its own asset allocation strategy, which gives it
distinctive risk/return characteristics. The performance of each Portfolio
depends on many factors, including its allocation strategy and the performance
of the Nations Funds it invests in. In general, the more a LifeGoal Portfolio
allocates to Equity Funds, the greater the potential return and the greater
the risk of a decline in share price. The more a LifeGoal Portfolio allocates
to Fixed Income Funds, the greater the potential for price stability and the
lower the potential return. There's always a risk, however, that you'll lose
money or you may not earn as much as you expect.

LifeGoal Growth Portfolio focuses on long-term growth by normally allocating
all of its assets to a mix of Funds that invest primarily in equity
securities. Equities have the potential to provide higher returns than many
other kinds of investments, but they also tend to have the highest risk.

LifeGoal Balanced Growth Portfolio focuses on long-term growth by normally
allocating its assets to a balanced mix of Funds that invest in equity and
fixed income securities. Fixed income securities have the potential to
increase in value, because, when interest rates fall, the value of these
securities tends to rise. When interest rates rise, however, the value of
these securities tends to fall. Other things can also affect the value of
fixed income securities.

2
<PAGE>

LifeGoal Income and Growth Portfolio focuses on current income and modest
growth. It normally allocates most of its assets to Funds that invest in fixed
income securities, but may also allocate some assets to Funds that invest in
equity securities. Over time, the return on this Portfolio may be lower than
the return on the other Portfolios.

IS LIFEGOAL RIGHT FOR YOU?
When you're choosing a Portfolio to invest in, you should consider things like
your investment goals, how much risk you can accept and how long you're
planning to hold your investment.

The LifeGoal Portfolios may be suitable for you if:

o you have longer-term investment goals

o they're part of a balanced portfolio

They may not be suitable for you if:

o you're not prepared to accept or are unable to bear the risks associated
with equity and fixed income securities

o you have short-term investment goals

o you're looking for a regular stream of income

You'll find a discussion of each Portfolio's principal investments, strategies
and risks in the Portfolio descriptions that start on page 5.

FOR MORE INFORMATION
If you have any questions about the Portfolios, please call us at
1.800.321.7854 or contact your investment professional.

You'll find more information about the Portfolios in the Statement of
Additional Information (SAI). The SAI includes more detailed information about
each Portfolio's investments, policies, performance and management, among
other things. Please turn to the back cover to find out how you can get a
copy.

3
<PAGE>

WHAT'S INSIDE
- --------------------------------------------------------------------------------

[GRAPHIC] BANC OF AMERICA ADVISORS, INC.

BANC OF AMERICA ADVISORS, INC. (BAAI)* IS THE INVESTMENT ADVISER
TO EACH OF THE PORTFOLIOS. BAAI IS RESPONSIBLE FOR THE OVERALL
MANAGEMENT AND SUPERVISION OF THE INVESTMENT MANAGEMENT OF EACH
PORTFOLIO. BAAI AND NATIONS FUNDS HAVE ENGAGED A SUB-
ADVISER -- TRADESTREET INVESTMENT ASSOCIATES, INC. (TRADESTREET),
WHICH IS RESPONSIBLE FOR THE DAY-TO-DAY INVESTMENT DECISIONS FOR
EACH OF THE PORTFOLIOS.

[GRAPHIC] YOU'LL FIND MORE ABOUT
BAAI AND TRADESTREET

STARTING ON PAGE 26.

*BAAI'S NAME IS EXPECTED TO BE CHANGED FROM NATIONSBANC ADVISORS,
INC. ON OR ABOUT SEPTEMBER 1, 1999.

<TABLE>
<S> <C>
[GRAPHIC] About the LifeGoal Portfolios

LIFEGOAL GROWTH PORTFOLIO 5
Sub-adviser: TradeStreet
- ----------------------------------------------------------
LIFEGOAL BALANCED GROWTH PORTFOLIO 10
Sub-adviser: TradeStreet
- ----------------------------------------------------------
LIFEGOAL INCOME AND GROWTH PORTFOLIO 15
Sub-adviser: TradeStreet
- ----------------------------------------------------------
ABOUT THE NATIONS FUNDS 20
- ----------------------------------------------------------
OTHER IMPORTANT INFORMATION 24
- ----------------------------------------------------------
HOW THE PORTFOLIOS ARE MANAGED 26

[GRAPHIC] About your investment

INFORMATION FOR INVESTORS
Buying, selling and exchanging shares 32
How selling and servicing agents are paid 35
Distributions and taxes 36
- ----------------------------------------------------------
FINANCIAL HIGHLIGHTS 38
- ----------------------------------------------------------
TERMS USED IN THIS PROSPECTUS 40
- ----------------------------------------------------------
WHERE TO FIND MORE INFORMATION BACK COVER
</TABLE>

4
<PAGE>

ABOUT THE LIFEGOAL PORTFOLIOS
- --------------------------------------------------------------------------------

[GRAPHIC] ABOUT THE SUB-ADVISER

TRADESTREET IS THIS PORTFOLIO'S SUB-ADVISER. TIMOTHY P. BEYER AND
C. THOMAS CLAPP ARE ITS PORTFOLIO MANAGERS AND MAKE THE DAY-TO-DAY
INVESTMENT DECISIONS FOR THE PORTFOLIO.

[GRAPHIC] YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER
AND MR. CLAPP ON PAGE 27.

[GRAPHIC] ABOUT THE UNDERLYING NATIONS FUNDS

YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS THE PORTFOLIO INVESTS
IN, INCLUDING THEIR OBJECTIVES AND STRATEGIES, IN ABOUT THE
NATIONS FUNDS AND IN THE SAI.

LifeGoal Growth Portfolio

[GRAPHIC] INVESTMENT OBJECTIVE

This Portfolio seeks capital appreciation through exposure to a variety
of equity market segments.

[GRAPHIC] INVESTMENT STRATEGIES

This Portfolio normally invests most of its assets in Primary A Shares
of Nations Funds Equity Funds.

The portfolio managers use asset allocation as their principal investment
approach. They:

o allocate assets among Fund categories, within the target allocations set
for the Portfolio. They base their allocations on the Portfolio's
investment objective, historical returns for each asset class and on
their outlook for the economy

o choose individual Funds within each category and the amount they will
allocate to each, looking at each Fund's historical returns, as well as
the expected performance of the mix of Funds

o review the allocations to Fund categories and individual Funds at least
monthly, and may change these allocations when they believe it's
appropriate to do so

The actual amount in each Fund or category of Funds may vary from the
allocations set by the portfolio managers, depending on how the Funds perform,
and for other reasons. The portfolio managers may use various strategies to
try to manage how much the actual amount varies, and for how long. For
example:

o if there are more assets in a Fund category than in the target allocation,
the portfolio managers may allocate money coming into the Portfolio to
the other Fund categories

o if there are fewer assets in a Fund category than in the target allocation,
they may allocate money coming into the Portfolio to that Fund category

The Portfolio normally sells a proportionate amount of the shares it owns in
each Nations Fund to meet its redemption requests.

5
<PAGE>

[GRAPHIC] YOU'LL FIND MORE ABOUT
OTHER RISKS OF INVESTING IN
THIS PORTFOLIO STARTING ON
PAGE 24 AND IN THE SAI.

[GRAPHIC]

YOU'LL FIND DETAILED INFORMATION ABOUT EACH FUND'S INVESTMENT
STRATEGIES AND RISKS IN ITS PROSPECTUS, AND IN ITS SAI. PLEASE
CALL US AT 1.800.321.7854 FOR A COPY.

<TABLE>
<CAPTION>
LifeGoal Growth Portfolio Target allocation for each
can invest in: Fund category:
<S> <C>
Large-capitalization domestic equity funds 40-75%
Nations Value Fund
Nations Managed Index Fund
Nations Marsico Growth & Income Fund
Nations Capital Growth Fund
Nations Disciplined Equity Fund
Nations Marsico Focused Equities Fund
Small/mid-capitalization domestic equity funds 15-35%
Nations Emerging Growth Fund
Nations Managed SmallCap Index Fund
Nations Small Company Growth Fund
Core international equity funds 10-20%
Nations International Value Fund
Nations International Equity Fund
Nations International Growth Fund
Non-core international equity funds 0-10%
Nations Emerging Markets Fund
</TABLE>

The portfolio managers can substitute or add other Funds to this list
at any time, including Funds introduced after the date of this
prospectus.

[GRAPHIC] RISKS AND OTHER THINGS TO CONSIDER

LifeGoal Growth Portfolio has the following risks:

o INVESTMENT STRATEGY RISK - The portfolio managers use an asset
allocation strategy to try to achieve the highest total return.
There is a risk that the mix of investments will not produce the
returns they expect, or that the Portfolio will fall in value. There
is also the risk that the Funds the Portfolio invests in will not
produce the returns the portfolio managers expect, or will fall in
value.

o STOCK MARKET RISK - The Portfolio allocates assets to Funds that invest
in stocks. The value of the stocks a Fund holds can be affected by
changes in U.S. or foreign economies and financial markets, and the
companies that issue the stocks, among other things. Stock prices
can rise or fall over short as well as long periods. In general,
stock markets tend to move in cycles, with periods of rising prices
and periods of falling prices. As of the date of this prospectus,
the stock markets, as measured by the S&P 500 and other commonly
used indices, were trading at or close to record levels. There can
be no guarantee that these levels will continue.

o SMALL AND EMERGING COMPANY RISK - The Portfolio allocates assets to
Funds that may invest in smaller or emerging companies. Stocks of
smaller or emerging companies tend to have greater price swings than
stocks of larger companies because they trade less frequently and in
lower volumes. These securities may have a higher potential for
gains, but also carry more risk.

6
<PAGE>

[GRAPHIC]

MANY THINGS AFFECT A PORTFOLIO'S PERFORMANCE, INCLUDING MARKET
CONDITIONS, THE COMPOSITION OF THE PORTFOLIO'S HOLDINGS, AND
PORTFOLIO EXPENSES.

o FOREIGN INVESTMENT RISK - The Portfolio allocates assets to Funds that
invest in FOREIGN SECURITIES. Foreign investments may be riskier
than U.S. investments because of political and economic conditions,
changes in currency exchange rates, the implementation of the Euro,
foreign controls on investment, difficulties selling some securities
and lack of or limited financial information. Withholding taxes may
also apply to some foreign investments. Funds that invest in
securities of companies in emerging markets have high growth
potential, but can be more volatile than securities in more
developed markets.

o FUTURES RISK - Some Funds the Portfolio invests in may use FUTURES to
help manage LIQUIDITY or to hedge portfolio risk. There is a risk
that this could result in losses, reduce returns, increase
transaction costs or increase the Fund's volatility.

o REBALANCING POLICY - The actual amount in each Fund or category of Funds
may vary from the allocations set by the portfolio managers. This
could continue for some time.

[GRAPHIC] A LOOK AT THE PORTFOLIO'S PERFORMANCE

The following bar chart and table show you how the Portfolio has
performed in the past, and can help you understand the risks of
investing in the Portfolio. A PORTFOLIO'S PAST PERFORMANCE IS NO
GUARANTEE OF HOW IT WILL PERFORM IN THE FUTURE.

YEAR BY YEAR TOTAL RETURNS (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Portfolio's Primary
B Shares has varied from year to year. These returns do not reflect
deductions of sales charges or account fees, if any, and would be lower
if they did.

[BAR CHART APPEARS HERE]

1996 1997 1998
2.08%* 8.73% 10.17%
*Return is from inception (10-15-96) to 12-31-96.

YEAR-TO-DATE RETURN AS OF JUNE 30, 1999: 11.10%

7
<PAGE>

[GRAPHIC]

THERE ARE TWO KINDS OF FEES --

SALES CHARGES YOU PAY DIRECTLY, AND ANNUAL FUND OPERATING EXPENSES
THAT ARE DEDUCTED FROM A PORTFOLIO'S ASSETS AND FROM THE ASSETS OF
THE NATIONS FUNDS THE PORTFOLIO INVESTS IN.

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD

<TABLE>
<S> <C>
Best: 4th quarter 1998: 23.37%
Worst: 3rd quarter 1998: -16.68%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

The table shows the Portfolio's average annual total return for each
period, compared with the S&P 500, an unmanaged index of 500 widely
held COMMON STOCKS, weighted by market capitalization. The index is not
available for investment.

<TABLE>
<CAPTION>
1 year Since inception
<S> <C> <C>
Primary B Shares 12.32% 13.88%
S&P 500 28.58% 31.43%
</TABLE>

[GRAPHIC] WHAT IT COSTS TO INVEST IN THE PORTFOLIO

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(Fees paid directly from your investment) Primary B Shares
<S> <C>
Maximum sales charge (load) imposed on purchases none
Maximum deferred sales charge (load) none
ANNUAL PORTFOLIO OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets)
Management fees 0.25%
Shareholder administration fees1 0.60%
----
Total annual Portfolio operating expenses 0.85%
====
</TABLE>

(1) Shareholder administration fees of 0.10% are voluntarily waived on
Primary B Shares; however, there is no guarantee that these waivers
will continue for any specified period of time. This waiver is not
reflected in the table above.

INDIRECT EXPENSES
The Portfolio's annual operating expenses include a portion of the
annual Fund operating expenses of the Nations Funds the Portfolio
invests in. This portion is estimated to be between 0.50% and 1.35%
(expressed as a weighted average, including fee waivers and/or
reimbursements), and is based on:

o the amount the Portfolio expects to invest in each Fund, based on the
target allocation

o each Fund's annualized expense ratio for the period ended March 31, 1999

8
<PAGE>

[GRAPHIC]

THIS IS AN EXAMPLE ONLY. YOUR ACTUAL COSTS COULD BE HIGHER OR
LOWER, DEPENDING ON THE AMOUNT YOU INVEST, AND ON THE PORTFOLIO'S
ACTUAL EXPENSES AND PERFORMANCE.

EXAMPLE
This example is intended to help you compare the cost of investing in
this Portfolio with the cost of investing in other mutual funds.

This example assumes:

o you invest $10,000 in Primary B Shares of the Portfolio for the time
periods indicated and then sell all of your shares at the end of
those periods

o you reinvest all dividends and distributions in the Portfolio

o your investment has a 5% return each year

o the Portfolio's operating expenses remain the same as shown in the table
above

o the Portfolio's indirect expenses remain at the average of the range as
shown above

Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Primary B Shares $180 $589 $1,023 $2,231
</TABLE>

9
<PAGE>

ABOUT THE LIFEGOAL PORTFOLIOS
- --------------------------------------------------------------------------------

[GRAPHIC] ABOUT THE SUB-ADVISER

TRADESTREET IS THIS PORTFOLIO'S SUB-ADVISER. TIMOTHY P. BEYER AND
C. THOMAS CLAPP ARE ITS PORTFOLIO MANAGERS AND MAKE THE DAY-TO-DAY
INVESTMENT DECISIONS FOR THE PORTFOLIO.

[GRAPHIC] YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER
AND MR. CLAPP ON PAGE 27.

[GRAPHIC] ABOUT THE UNDERLYING NATIONS FUNDS

YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS THE PORTFOLIO INVESTS
IN, INCLUDING THEIR OBJECTIVES AND STRATEGIES, IN ABOUT THE
NATIONS FUNDS AND IN THE SAI.

LifeGoal Balanced Growth Portfolio

[GRAPHIC] INVESTMENT OBJECTIVE

This Portfolio seeks total return through a balanced portfolio of
EQUITY and FIXED INCOME SECURITIES.

[GRAPHIC] INVESTMENT STRATEGIES

This Portfolio normally invests all of its assets in Primary A Shares
of a balanced mix of Nations Funds Equity and Fixed Income Funds.

The portfolio managers use asset allocation as their principal investment
approach. They:

o choose individual Funds within each category and the amount they will
allocate to each, looking at each Fund's historical returns, as well as
the expected performance of the mix of Funds

o review the allocations to Fund categories and individual Funds at least
monthly, and may change these allocations when they believe it's
appropriate to do so

o if there are more assets in a Fund category than in the target allocation,
the portfolio managers may allocate money coming into the Portfolio to
the other Fund categories

o if there are fewer assets in a Fund category than in the target allocation,
they may allocate money coming into the Portfolio to that Fund category

The Portfolio normally sells a proportionate amount of the shares it owns in
each Nations Fund to meet its redemption requests.

10
<PAGE>

[GRAPHIC] YOU'LL FIND MORE ABOUT
OTHER RISKS OF INVESTING IN
THIS PORTFOLIO STARTING ON
PAGE 24 AND IN THE SAI.

[GRAPHIC]

YOU'LL FIND DETAILED INFORMATION ABOUT EACH FUND'S INVESTMENT
STRATEGIES AND RISKS IN ITS PROSPECTUS, AND IN ITS SAI. PLEASE
CALL US AT 1.800.321.7854 FOR A COPY.

<TABLE>
<CAPTION>
LifeGoal Balanced Growth Portfolio Target allocation for each
can invest in: Fund category:
<S> <C>
Large-capitalization domestic equity funds 20-40%
Nations Value Fund
Nations Managed Index Fund
Nations Marsico Growth & Income Fund
Nations Capital Growth Fund
Nations Disciplined Equity Fund
Nations Marsico Focused Equities Fund
Small/mid-capitalization domestic equity funds 10-20%
Nations Emerging Growth Fund
Nations Managed SmallCap Index Fund
Nations Small Company Growth Fund
Core international equity funds 5-15%
Nations International Value Fund
Nations International Equity Fund
Nations International Growth Fund
Core bond funds 40-60%
Nations Strategic Fixed Income Fund
Nations Diversified Income Fund
</TABLE>

The portfolio managers can substitute or add other Funds to this list
at any time, including Funds introduced after the date of this
prospectus.

[GRAPHIC] RISKS AND OTHER THINGS TO CONSIDER

LifeGoal Balanced Growth Portfolio has the following risks:

11
<PAGE>

[GRAPHIC]

MANY THINGS AFFECT A PORTFOLIO'S PERFORMANCE, INCLUDING MARKET
CONDITIONS, THE COMPOSITION OF THE PORTFOLIO'S HOLDINGS, AND
PORTFOLIO EXPENSES.

o INTEREST RATE RISK - The Portfolio allocates assets to Funds that may
invest in fixed income securities. The prices of fixed income
securities will tend to fall when interest rates rise. In general,
fixed income securities with longer terms tend to fall more in value
when interest rates rise than fixed income securities with shorter
terms.

o CREDIT RISK - A Fund that invests in fixed income securities could lose
money if the issuer of a fixed income security is unable to pay
interest or repay principal when it's due. Credit risk usually
applies to most fixed income securities, but generally is not a
factor for U.S. GOVERNMENT OBLIGATIONS. Fixed income securities with
the lowest INVESTMENT GRADE rating or that aren't investment grade
are more speculative in nature than securities with higher ratings,
and they tend to be more sensitive to credit risk, particularly
during a downturn in the economy.

o REBALANCING POLICY - The actual amount in each Fund or category of Funds
may vary from the allocations set by the portfolio managers. This
could continue for some time.

[GRAPHIC] A LOOK AT THE PORTFOLIO'S PERFORMANCE

[BAR CHART APPEARS HERE]

1996 1997 1998
2.47%* 11.35% 11.27%
* Return is from inception (10-15-96) to 12-31-96.

YEAR-TO-DATE RETURN AS OF JUNE 30, 1999: 4.45%

12
<PAGE>

[GRAPHIC]

THERE ARE TWO KINDS OF FEES -- SALES CHARGES YOU PAY DIRECTLY, AND
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM A
PORTFOLIO'S ASSETS AND FROM THE ASSETS OF THE NATIONS FUNDS THE
PORTFOLIO INVESTS IN.

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD

<TABLE>
<S> <C>
Best: 4th quarter 1998: 12.22%
Worst: 3rd quarter 1998: -9.02%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

The table shows the Portfolio's average annual total return for each
period, compared with the S&P 500 and the LEHMAN AGGREGATE BOND INDEX.
The S&P 500 is an unmanaged index of 500 widely held COMMON STOCKS,
weighted by market capitalization. The Lehman Aggregate Bond Index is
an index of fixed income securities issued by the U.S. government and
its agencies, and by corporations. These indexes are not available for
investment.

<TABLE>
<CAPTION>
1 year Since inception
<S> <C> <C>
Primary B Shares 11.27% 11.40%
S&P 500 28.58% 31.43%
Lehman Aggregate Bond Index 8.69% 8.82%
</TABLE>

[GRAPHIC] WHAT IT COSTS TO INVEST IN THE PORTFOLIO

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(Fees paid directly from your investment) Primary B Shares
<S> <C>
Maximum sales charge (load) imposed on purchases none
Maximum deferred sales charge (load) none
ANNUAL PORTFOLIO OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets)
Management fees 0.25%
Shareholder administration fees 0.60%
----
Total annual Portfolio operating expenses 0.85%
====
</TABLE>

INDIRECT EXPENSES
The Portfolio's annual operating expenses include a portion of the
annual Fund operating expenses of the Nations Funds the Portfolio
invests in. This portion is estimated to be between 0.58% and 1.11%
(expressed as a weighted average, including fee waivers and/or
reimbursements), and is based on:

o the amount the Portfolio expects to invest in each Fund, based on the
target allocation

o each Fund's annualized expense ratio for the period ended March 31, 1999

13
<PAGE>

[GRAPHIC]

THIS IS AN EXAMPLE ONLY. YOUR ACTUAL COSTS COULD BE HIGHER OR
LOWER, DEPENDING ON THE AMOUNT YOU INVEST, AND ON THE PORTFOLIO'S
ACTUAL EXPENSES AND PERFORMANCE.

EXAMPLE
This example is intended to help you compare the cost of investing in
this Portfolio with the cost of investing in other mutual funds.

This example assumes:

o you invest $10,000 in Primary B Shares of the Portfolio for the time
periods indicated and then sell all of your shares at the end of
those periods

o you reinvest all dividends and distributions in the Portfolio

o your investment has a 5% return each year

o the Portfolio's operating expenses remain the same as shown above

o the Portfolio's indirect expenses remain at the average of the range as
shown above

Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Primary B Shares $173 $557 $966 $2,108
</TABLE>

14
<PAGE>

ABOUT THE LIFEGOAL PORTFOLIOS
- --------------------------------------------------------------------------------

[GRAPHIC] ABOUT THE SUB-ADVISER

TRADESTREET IS THIS PORTFOLIO'S SUB-ADVISER. TIMOTHY P. BEYER AND
C. THOMAS CLAPP ARE ITS PORTFOLIO MANAGERS AND MAKE THE DAY-TO-DAY
INVESTMENT DECISIONS FOR THE PORTFOLIO.

[GRAPHIC] YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER
AND MR. CLAPP ON PAGE 27.

[GRAPHIC] ABOUT THE UNDERLYING NATIONS FUNDS

YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS THE PORTFOLIO INVESTS
IN, INCLUDING THEIR OBJECTIVES AND STRATEGIES, IN ABOUT THE
NATIONS FUNDS AND IN THE SAI.

LifeGoal Income and Growth Portfolio

[GRAPHIC] INVESTMENT OBJECTIVE

This Portfolio seeks current income and modest growth to protect
against inflation and to preserve purchasing power.

[GRAPHIC] INVESTMENT STRATEGIES

This Portfolio normally invests most of its assets in Primary A Shares
of Nations Funds Fixed Income Funds, but may also invest in Nations
Funds Equity Funds, and Nations Funds Money Market Funds.

The portfolio managers use asset allocation as their principal investment
approach. They:

o choose individual Funds within each category and the amount they will
allocate to each, looking at each Fund's historical returns, as well as
the expected performance of the mix of Funds

o review the allocations to Fund categories and individual Funds at least
monthly, and may change these allocations when they believe it's
appropriate to do so

o if there are more assets in a Fund category than in the target allocation,
the portfolio managers may allocate money coming into the Portfolio to
the other Fund categories

o if there are fewer assets in a Fund category than in the target allocation,
they may allocate money coming into the Portfolio to that Fund category

The Portfolio normally sells a proportionate amount of the shares it owns in
each Nations Fund to meet its redemption requests.

15
<PAGE>

[GRAPHIC] YOU'LL FIND MORE ABOUT
OTHER RISKS OF INVESTING IN
THIS PORTFOLIO STARTING ON
PAGE 24 AND IN THE SAI.

[GRAPHIC]

YOU'LL FIND DETAILED INFORMATION ABOUT EACH FUND'S INVESTMENT
STRATEGIES AND RISKS IN ITS PROSPECTUS, AND IN ITS SAI. PLEASE
CALL US AT 1.800.321.7854 FOR A COPY.

<TABLE>
<CAPTION>
LifeGoal Income and Growth Target allocation for each
can invest in: Fund category:
<S> <C>
Large-capitalization domestic equity funds 10-30%
Nations Value Fund
Nations Managed Index Fund
Nations Marsico Growth & Income Fund
Nations Capital Growth Fund
Nations Disciplined Equity Fund
Nations Marsico Focused Equities Fund
Small/mid-capitalization domestic equity funds 0-10%
Nations Small Company Growth Fund
Core international equity funds 0-10%
Nations International Value Fund
Nations International Equity Fund
Nations International Growth Fund
Short duration bond funds 50-90%
Nations Short-Term Income Fund
Nations Short-Intermediate Government Fund
Money market funds 0-20%
Nations Prime Fund
</TABLE>

The portfolio managers can substitute or add other Funds to this list
at any time, including Funds introduced after the date of this
prospectus.

[GRAPHIC] RISKS AND OTHER THINGS TO CONSIDER

LifeGoal Income and Growth Portfolio has the following risks:

16
<PAGE>

[GRAPHIC]

MANY THINGS AFFECT A PORTFOLIO'S PERFORMANCE, INCLUDING MARKET
CONDITIONS, THE COMPOSITION OF THE PORTFOLIO'S HOLDINGS, AND
PORTFOLIO EXPENSES.

o INTEREST RATE RISK - The Portfolio allocates assets to Funds that may
invest in FIXED INCOME SECURITIES. The prices of fixed income
securities will tend to fall when interest rates rise. In general,
fixed income securities with longer terms tend to fall more in value
when interest rates rise than fixed income securities with shorter
terms.

o REBALANCING POLICY - The actual amount in each Fund or category of Funds
may vary from the allocations set by the portfolio managers. This
could continue for some time.

A LOOK AT THE PORTFOLIO'S PERFORMANCE

[BAR CHART APPEARS HERE]

1996 1997 1998
2.08%* 8.73% 10.17%
* Return is from inception (10-15-96) to 12-31-96.

YEAR-TO-DATE RETURN AS OF JUNE 30, 1999: 2.21%

17
<PAGE>

[GRAPHIC]

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD

<TABLE>
<S> <C>
Best: 4th quarter 1998: 6.23%
Worst: 3rd quarter 1998: -2.33%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998
The table shows the Portfolio's average annual total return for each
period, compared with the S&P 500 and the LEHMAN AGGREGATE BOND INDEX.
The S&P 500 is an unmanaged index of 500 widely held common stocks,
weighted by market capitalization. The Lehman Aggregate Bond Index is
an index of fixed income securities issued by the U.S. government and
its agencies, and by corporations. These indexes are not available for
investment.

<TABLE>
<CAPTION>
1 year Since inception
<S> <C> <C>
Primary B Shares 10.17% 9.52%
S&P 500 28.58% 31.43%
Lehman Aggregate Bond Index 8.69% 8.82%
</TABLE>

[GRAPHIC] WHAT IT COSTS TO INVEST IN THE PORTFOLIO

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(Fees paid directly from your investment) Primary B Shares
<S> <C>
Maximum sales charge (load) imposed on purchases none
Maximum deferred sales charge (load) none
ANNUAL PORTFOLIO OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets)
Management fees 0.25%
Shareholder administration fees 0.60%
----
Total annual Portfolio operating expenses 0.85%
====
</TABLE>

INDIRECT EXPENSES
The Portfolio's annual operating expenses include a portion of the
annual Fund operating expenses of the Nations Funds the Portfolio
invests in. This portion is estimated to be between 0.47% and 0.93%
(expressed as a weighted average, including fee waivers and/or
reimbursements), and is based on:

o the amount the Portfolio expects to invest in each Fund, based on the
target allocation

o each Fund's annualized expense ratio for the period ended March 31, 1999

18
<PAGE>

[GRAPHIC]

THIS IS AN EXAMPLE ONLY. YOUR ACTUAL COSTS COULD BE HIGHER OR
LOWER, DEPENDING ON THE AMOUNT YOU INVEST, AND ON THE PORTFOLIO'S
ACTUAL EXPENSES AND PERFORMANCE.

EXAMPLE
This example is intended to help you compare the cost of investing in
this Portfolio with the cost of investing in other mutual funds.

This example assumes:

o you invest $10,000 in Primary B Shares of the Portfolio for the time
periods indicated and then sell all of your shares at the end of
those periods

o you reinvest all dividends and distributions in the Portfolio

o your investment has a 5% return each year

o the Portfolio's operating expenses remain the same as shown above

o the Portfolio's indirect expenses remain at the average of the range as
shown above

Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Primary B Shares $158 $500 $866 $1,896
</TABLE>

19
<PAGE>

About the Nations Funds

The table starting on the next page is a brief overview of the objectives and
principal investments of the Nations Funds the LifeGoal Portfolios invest in.
Each Portfolio invests in a different mix of Nations Funds. You'll find the
mix of Nations Funds and target allocations for each Portfolio starting on
page 5.

The portfolio managers can substitute or add other Funds to this table at any
time, including Funds introduced after the date of this prospectus.

FOR MORE INFORMATION
You'll find more detailed information about each Fund's investment strategies
and risks in its prospectus and in its SAI. Please call us at 1.800.321.7854
for copies.

20
<PAGE>

<TABLE>
<CAPTION>
The Fund's investment objective What the Fund invests in
------------------------------------------ ----------------------------------------------------
<S> <C> <C>
EQUITY FUNDS
Nations Value Fund Growth of capital by investing in o at least 65% of its assets in common stocks of
companies that are believed to be U.S. companies. The Fund generally invests in
undervalued. companies in a broad range of industries with
market capitalizations of at least $1 billion and
daily trading volumes of at least $3 million
- -----------------------------------------------------------------------------------------------------------------------------------
Nations Managed Index Fund Total return that (before fees and o at least 80% of its assets in common stocks that
expenses) exceeds the total return of the are included in the S&P 500
S&P 500.
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Marsico Growth & Income Long-term growth of capital with a Nations Marsico Growth & Income Master
Fund limited emphasis on income. Portfolio. The Master Portfolio invests:
o in equity securities of large capitalization
companies that are selected for their growth
potential. It invests at least 25% of its assets
in securities that are believed to have income
potential, and generally holds 35 to 50
securities
o up to 25% of its assets in foreign securities
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Capital Growth Fund Growth of capital by investing in o at least 65% of its assets in common stocks of
companies that are believed to have companies that have one or more of the
superior earnings growth potential. following characteristics:
o above-average earnings growth compared
with the S&P 500
o established operating histories, strong
balance sheets and favorable financial
performance
o above-average return on equity compared
with the S&P 500
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Disciplined Equity Fund Growth of capital by investing in o at least 65% of its assets in common stocks of
companies that are expected to produce large and medium-sized U.S. companies. These
significant increases in earnings per companies typically have a market
share. capitalization of $1 billion or more
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Marsico Focused Equities Long-term growth of capital. Nations Marsico Focused Equities Master
Fund Portfolio. The Master Portfolio invests:
o at least 65% of its assets in common stocks of
large companies. The Master Portfolio, which is
non-diversified, generally holds a core position
of 20 to 30 common stocks
o up to 25% of its assets in foreign securities
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Emerging Growth Fund Capital appreciation by investing in o at least 65% of its assets in companies chosen
emerging growth companies that are from a universe of emerging growth companies.
believed to have superior long-term The Fund generally holds 75 to 130 securities,
earnings growth prospects. which include common stocks, preferred stocks
and convertible securities like warrants, rights
and convertible debt
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Managed SmallCap Index Total return that (before fees and o at least 80% of its assets in common stocks that
Fund expenses) exceeds the total return of the are included in the S&P SmallCap 600
S&P SmallCap 600.
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Small Company Growth Long-term capital growth by investing o at least 65% of its assets in companies with a
Fund primarily in equity securities. market capitalization of $1 billion or less. The
Fund usually holds 75 to 130 securities, which
include common stocks, preferred stocks and
convertible securities like warrants, rights and
convertible debt
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

21
<PAGE>

Nations International Value Fund Long-term capital appreciation by o at least 65% of its assets in foreign companies
investing primarily in equity securities of anywhere in the world that have a market
foreign issuers, including emerging capitalization of more than $1 billion at the time
markets countries. of investment. The Fund typically invests in at
least three countries other than the United
States at any one time
o primarily in common stocks, preferred stocks,
convertible securities, either directly or
indirectly through closed-end investment
companies and depositary receipts
- ------------------------------------------------------------------------------------------------------------------------------------
Nations International Equity Fund Long-term capital growth by investing Nations International Equity Master Portfolio. The
primarily in equity securities of Master Portfolio invests:
non-United States companies in Europe, o at least 65% of its assets in established
Australia, the Far East and other regions, companies located in at least three countries
including developing countries. other than the United States. The investment
managers select countries, including emerging
market or developing countries, that they
believe have the potential for growth
o primarily in equity securities, which may
include equity interests in foreign investment
funds or trusts, convertible securities, real
estate investment trust securities and
depositary receipts
- ------------------------------------------------------------------------------------------------------------------------------------
Nations International Growth Fund Long-term capital growth by investing o at least 65% of its assets in foreign companies
primarily in equity securities of listed on major exchanges in Europe and the
companies domiciled in countries Pacific Basin. These companies can be of any
outside the United States and listed on size. The Fund invests in common stocks,
major stock exchanges primarily in preferred stocks and convertible securities,
Europe and the Pacific Basin. such as warrants, rights and convertible debt
o up to 35% of its assets in securities of issuers
located in developing countries in the Asia and
Pacific regions, Africa, Latin America and
Eastern Europe
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Emerging Markets Fund Long-term capital growth by investing o at least 65% of its assets in companies in
primarily in equity securities of emerging markets or developing countries. The
companies in emerging market Fund intends to invest in securities of
countries, such as those in Latin companies in at least three of these countries at
America, Eastern Europe, the Pacific any one time
Basin, the Far East and India. o normally invests in common stocks, preferred
stocks, convertible securities, equity interest in
foreign investment funds or trusts and
depositary receipts
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
The Fund's investment objective What the Fund invests in
----------------------------------------- ---------------------------------------------------
<S> <C> <C>
FIXED INCOME FUNDS
Nations Short-Term Income Fund High current income consistent with o at least 65% of its total assets in investment
minimal fluctuations of principal. grade fixed income securities. The portfolio
management team may choose unrated
securities if it believes they are of comparable
quality to investment grade securities at the
time of investment
o securities are principally corporate debt
securities, including bonds, notes and
debentures, mortgage-related securities issued
by governments, asset-backed securities and
U.S. government obligations
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Short-Intermediate High current income consistent with o almost all of its assets in U.S. government
Government Fund modest fluctuation of principal. obligations and repurchase agreements relating
to these obligations. It may invest in mortgage-
related securities issued by the U.S.
government or corporations
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Strategic Fixed Income Total return by investing in investment o at least 65% of its assets in investment grade
Fund grade fixed income securities. fixed income securities. The portfolio
management team may choose unrated
securities if it believes they are of comparable
quality to investment grade securities at the
time of investment
o securities are principally corporate debt
securities, including bonds, notes and
debentures, U.S. government obligations,
foreign debt securities denominated in U.S.
dollars, mortgage-related securities issued by
governments, asset-backed securities and
municipal securities
- ------------------------------------------------------------------------------------------------------------------------------------
Nations Diversified Income Fund Total return with an emphasis on current o at least 65% of its assets in investment grade
income by investing in a diversified debt securities, including corporate debt
portfolio of fixed income securities. securities, U.S. government obligations, foreign
debt securities denominated in U.S. dollars or
foreign currencies, and mortgage-related
securities issued by governments and
non-government issuers
o up to 35% of its assets in lower-quality fixed
income securities ("junk bonds" or "high yield
bonds") rated "B" or better by Moody's or S&P.
The portfolio management team may choose
unrated securities if it believes they are of
comparable quality at the time of investment
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET FUND

Nations Prime Fund Maximization of current income to the o money market instruments, including
extent consistent with the preservation commercial paper, bank obligations, short-term
of capital and the maintenance of debt securities, guaranteed investment
liquidity. contracts, short-term taxable municipal
securities, repurchase agreements secured by
first-tier securities or U.S. government
obligations
</TABLE>

23
<PAGE>

[GRAPHIC] YOU'LL FIND SPECIFIC INFORMATION ABOUT EACH PORTFOLIO'S PRINCIPAL
INVESTMENTS, STRATEGIES AND RISKS IN THE DESCRIPTIONS STARTING ON
PAGE 5.

[GRAPHIC] Other important information

The following are some other risks and information you should consider before
you invest:

o CHANGING INVESTMENT OBJECTIVES AND POLICIES - The investment objective
and certain investment policies of any Portfolio can be changed without
shareholder approval. Other investment policies may be changed only with
shareholder approval.

o HOLDING OTHER KINDS OF INVESTMENTS - The Portfolios may hold investments
that aren't part of their principal investment strategies. Please refer
to the SAI for more information. The portfolio managers or management
team can also choose not to invest in specific securities described in
this prospectus and in the SAI.

o FOREIGN INVESTMENT RISK - Funds that invest in FOREIGN SECURITIES may be
affected by changes in currency exchange rates and the costs of
converting currencies; the implementation of the Euro; foreign government
controls on foreign investment, repatriation of capital, and currency and
exchange; foreign taxes; inadequate supervision and regulation of some
foreign markets; difficulties selling some investments, which may
increase volatility; different settlement practices or delayed
settlements in some markets; difficulty getting complete or accurate
information about foreign companies; less strict accounting, auditing and
financial reporting standards than those in the U.S.; political, economic
or social instability; and difficulty enforcing legal rights outside the
U.S.

o EMERGING MARKETS RISK - Securities issued by companies in developing or
emerging market countries, like those in Eastern Europe, the Middle East,
Asia or Africa, may be more sensitive to the risks of foreign investing.
In particular, these countries may experience instability resulting from
rapid social, political and economic development. Many of these countries
are dependent on international trade, which makes them sensitive to world
commodity prices and economic factors in other countries. Some emerging
countries have a higher risk of currency devaluation, and some countries
may experience long periods of high inflation or rapid changes in
inflation rates.

o INVESTING DEFENSIVELY - A Portfolio may temporarily hold up to 100% of
its assets in Nations Prime Fund, a money market fund, to try to protect
it during a market or economic downturn or because of political or other
conditions. A Portfolio may not achieve its investment objective while it
is investing defensively.

24
<PAGE>

o PORTFOLIO TURNOVER - A Portfolio or Fund that replaces -- or turns over
-- more than 100% of its investments in a year is considered to trade
frequently. Frequent trading can result in larger distributions of
short-term CAPITAL GAINS to shareholders. These gains are taxable at
higher rates than long-term capital gains. Frequent trading can also mean
higher brokerage and other transaction costs, which could reduce the
Portfolio's returns. The Portfolios generally buy securities for capital
appreciation, investment income, or both, and don't engage in short-term
trading. You'll find the portfolio turnover rate for each Portfolio in
FINANCIAL HIGHLIGHTS.

o PREPARING FOR THE YEAR 2000 - The year 2000 is an issue for
organizations, companies and entities around the world that rely on
computer systems to process date-related information. Computer systems
that cannot read a four-digit year may not be able to calculate and
process information on or after January 1, 2000.

All of the Portfolios' primary service providers have confirmed that they
have been working to make the necessary changes to their systems, and
that they expect them to be adapted in time. There is no guarantee,
however, that their computer systems will be ready by the year 2000. If
their computer systems are not ready in time, there could be a negative
effect on Portfolio operations.

A Portfolio's performance could also be affected if the Funds it holds
decrease in value because of year 2000 issues. Funds that invest in
foreign securities may be at greater risk because the computer systems of
foreign issuers, governments or other entities may not be ready for the
year 2000.

25
<PAGE>

[GRAPHIC] BANC OF AMERICA ADVISORS, INC.

ONE BANK OF AMERICA PLAZA
CHARLOTTE, NORTH CAROLINA 28255

[GRAPHIC] How the Portfolios are managed

INVESTMENT ADVISER
BAAI is the investment adviser to over 60 mutual fund portfolios in the
Nations Funds family, including the LifeGoal Portfolios described in this
prospectus.

BAAI is a registered investment adviser. It's a wholly-owned subsidiary of
Bank of America, which is owned by Bank of America Corporation. Nations Funds
pays BAAI an annual fee for its investment advisory services. The fee is
calculated daily based on the average net assets of each Portfolio and is paid
monthly. BAAI uses part of this money to pay investment sub-advisers for the
services they provide to each Portfolio. BAAI has also agreed to pay all other
Portfolio expenses, except taxes, brokerage fees and commissions,
extraordinary expenses, and any distribution (12b-1), shareholder servicing or
shareholder administration fees.

The following chart shows the maximum advisory fees BAAI can receive, along
with the actual advisory fees it received during the Portfolios' last fiscal
year, after waivers and/or reimbursements:

ANNUAL INVESTMENT ADVISORY FEE, AS A % OF AVERAGE DAILY NET ASSETS

<TABLE>
<CAPTION>
Maximum Actual fee
advisory paid last
fee fiscal year
<S> <C> <C>
Nations LifeGoal Growth Portfolio 0.25% 0.25%
Nations LifeGoal Balanced Growth Portfolio 0.25% 0.25%
Nations LifeGoal Income and Growth Portfolio 0.25% 0.25%
</TABLE>

26
<PAGE>

[GRAPHIC] TRADESTREET INVESTMENT
ASSOCIATES, INC.

ONE BANK OF AMERICA PLAZA
CHARLOTTE, NORTH CAROLINA 28255

INVESTMENT SUB-ADVISERS

Nations Funds and BAAI have engaged an investment sub-adviser, TradeStreet
Investment Associates, Inc., to provide day-to-day portfolio management for
the Portfolios. TradeStreet functions under the supervision of BAAI and the
Boards of Directors of Nations Funds.

TRADESTREET INVESTMENT ASSOCIATES, INC.

TradeStreet is a registered investment adviser and a wholly-owned subsidiary
of Bank of America. Its management expertise covers all major domestic asset
classes, including EQUITY and FIXED INCOME SECURITIES, and MONEY MARKET
INSTRUMENTS.

Currently managing more than $90 billion, TradeStreet has over 200
institutional clients and is sub-adviser to more than 50 mutual funds in the
Nations Funds family. TradeStreet takes a team approach to investment
management. Each team has access to the latest technology and analytical
resources.

TradeStreet is the investment sub-adviser to all of the LifeGoal Portfolios.
Timothy P. Beyer and C. Thomas Clapp are co-portfolio managers, responsible
for making the day-to-day investment decisions for each Portfolio.

MR. BEYER is a member of TradeStreet's Value Management Team. In this role, he
manages many separate accounts and assists in the team's management of Nations
Value Fund. Before joining TradeStreet in 1995, he was an equity analyst for
NationsBank's Investment Management Group and a corporate bond analyst with
NationsBank. He has a BS in Finance from East Carolina University and is a
Chartered Financial Analyst. He also serves on the Council of Examiners for
the Association of Investment Management and Research, and is a member of the
North Carolina Society of Financial Analysts.

MR. CLAPP is chief equity investment officer at TradeStreet, and previously
was director of its Equity Management Group. Before joining TradeStreet in
1995, he was senior vice president and director of research for NationsBank's
Investment Management Group, and senior portfolio manager with Royal Insurance
Group. He began working in the investment community in 1984. He has a BA in
Economics from the University of North Carolina at Chapel Hill and an MBA from
the University of South Carolina. He is a Chartered Financial Analyst, and a
member of the Association for Investment Management and Research and the North
Carolina Society of Financial Analysts.

27
<PAGE>

[GRAPHIC] MARSICO CAPITAL
MANAGEMENT, LLC

1200 17TH STREET
SUITE 1300
DENVER, COLORADO 80202

TradeStreet is also the investment sub-adviser to the Nations Funds that
appear in the table below. The table tells you which internal TradeStreet
asset management team is responsible for making the day-to-day investment
decisions for each Fund.

<TABLE>
<CAPTION>
Fund TradeStreet Team
<S> <C>
Nations Value Fund Value Management Team
Nations Managed Index Fund Structured Products Management Team
Nations Capital Growth Fund Core Growth Management Team
Nations Disciplined Equity Fund Structured Products Management Team
Nations Emerging Growth Fund Strategic Growth Management Team
Nations Managed SmallCap Index Fund Structured Products Management Team
Nations Small Company Growth Fund Strategic Growth Management Team
Nations Short-Term Income Fund Fixed Income Management Team
Nations Short-Intermediate Government Fund Fixed Income Management Team
Nations Strategic Fixed Income Fund Fixed Income Management Team
Nations Diversified Income Fund Fixed Income Management Team
Nations Prime Fund Taxable Money Market Management Team
</TABLE>

MARSICO CAPITAL MANAGEMENT, LLC

Marsico Capital is a full service investment advisory firm founded by Thomas
F. Marsico in September 1997. It is a registered investment adviser,
specializing in large capitalization stocks, and currently has $6.5 billion in
assets under management.

Marsico Management Holdings, LLC, a wholly-owned subsidiary of Bank of America
Corporation, indirectly owns 50% of the equity of Marsico Capital.

Marsico Capital is the investment sub-adviser to:

o Nations Marsico Focused Equities Master Portfolio

o Nations Marsico Growth & Income Master Portfolio

THOMAS F. MARSICO, Chairman and Chief Executive Officer of Marsico Capital, is
the portfolio manager responsible for making the day-to-day investment
decisions for these Master Portfolios. Mr. Marsico was an executive vice
president and portfolio manager at Janus Capital Corporation from 1988 until
he formed Marsico Capital in September 1997. He has more than 20 years of
experience as a securities analyst and portfolio manager.

28
<PAGE>

[GRAPHIC] BRANDES INVESTMENT
PARTNERS, L.P.

12750 HIGH BLUFF DRIVE
SAN DIEGO, CALIFORNIA 92130

[GRAPHIC] GARTMORE GLOBAL PARTNERS

ONE BANK OF AMERICA PLAZA
CHARLOTTE, NORTH CAROLINA 28255

BRANDES INVESTMENT PARTNERS, L.P.

Founded in 1974, Brandes is an investment advisory firm with 46 investment
professionals who manage more than $30 billion in assets. Brandes uses a
value-oriented approach to managing international investments, seeking to
build wealth by buying high quality, undervalued stocks.

Brandes is the investment sub-adviser to Nations International Value Fund.
Brandes' Large Cap Investment Committee is responsible for making the day-
to-day investment decisions for the Fund.

GARTMORE GLOBAL PARTNERS

Gartmore is a global asset manager dedicated to serving the needs of U.S.
based investors. Gartmore was formed in 1995 as a registered investment
adviser and manages more than $1 billion in assets.

Gartmore is a joint venture structured as a general partnership between NB
Partner Corp., a wholly-owned subsidiary of Bank of America, and Gartmore U.S.
Limited, an indirect, wholly-owned subsidiary of Gartmore Investment
Management plc, a UK holding company for a leading UK-based international fund
management group of companies.

Gartmore follows a growth philosophy, which is reflected in its active
management of market allocation and stock selection.

Gartmore is one of three investment sub-advisers to:

o Nations International Equity Master Portfolio

Gartmore is the investment sub-adviser to:

o Nations International Growth Fund

o Nations Emerging Markets Fund

Nations International Equity Master Portfolio is co-managed by six portfolio
managers:

CHRISTOPHER PALMER has been responsible since May 1999 for investments in
developing countries, and has been the principal portfolio manager of Nations
Emerging Markets Fund since that time. He joined Gartmore in 1995 and is a
senior investment manager on the Gartmore Emerging Markets Team. Before he
joined Gartmore, Mr. Palmer worked for Unifund, S.A., a private investment
bank, in its Mexico City and Hong Kong offices, and managed global
derivatives, credit and counterparty credit risk as vice president in the
Institutional Credit Department of Bear Stearns & Co. He graduated from
Colgate University in 1986 with a BA Honors degree in History and completed an
MBA in Finance at New York University in 1988. Mr. Palmer was awarded the CFA
designation by the Association of Investment Management and Research in 1993.

29
<PAGE>

Asset Management in Tokyo and Singapore, and was also responsible for
Singaporean and Malaysian equity sales at Overseas Union Bank Securities in
Singapore. Ms. Teoh is native to Singapore and is fluent in Mandarin and
Cantonese. She received an Economics degree from the University of Durham.

JOHN STEWART has shared responsibility with Nick Reid for investments in Japan
since August 1999. He is also senior investment manager for the Gartmore
Japanese Equities Team and is responsible for managing specialist
institutional portfolios and providing input to the global asset allocation
team in London. Mr. Stewart joined Gartmore in 1992, after starting his career
at the London office of Prudential Portfolio Managers. He graduated from
Loughborough University in 1991 with a BS Honors degree in Banking and
Finance. Mr. Stewart is also a member of the Institute of Investment
Management and Research, and the Chartered Institute of Bankers.

NICK REID has shared responsibility with John Stewart for investments in Japan
since August 1999. He has been investment manager for the Gartmore Japanese
Equities Team since he joined Gartmore in 1994 and has specific responsibility
for managing retail funds. Before he joined Gartmore, Mr. Reid was an United
Kingdom Smaller Companies Analyst with Panmure Gordon and a fund manager
covering Japanese and other Asian markets with Refuge Assurance. He graduated
from Cambridge University in 1989 with an honors degree in History. Mr. Reid
is also an associate member of the Institute of Investment Management and
Research.

STEPHEN JONES has been responsible for investments in Europe since 1998. He is
also head of Gartmore European Equities. Mr. Jones joined Gartmore in 1994 and
was appointed head of the European equity team in 1995. He began his career at
The Prudential in 1984, and became a European equities investment manager in
1987, focusing on France, Belgium and Switzerland. He graduated from
Manchester University in 1984 with an honors degree in Economics.

STEPHEN WATSON has been responsible since June 1998 for allocating assets
among the various regions, and for determining investments in regions not
covered by the other portfolio managers. He was the sole portfolio manager
from February 1995 to June 1998. Mr. Watson joined Gartmore in 1993 as a
global fund manager, and is the chief investment officer of Gartmore Global
Partners and a member of Gartmore's global policy group. Before joining
Gartmore, he was a director and global fund manager with James Capel Fund
Managers, London, as well as client service manager for international clients.
He was in Capel-Cure Myers' portfolio management division from 1980 to 1987,
and began his career in 1976 with Samuel Motagu. He is a member of the
Securities Institute.

Nations International Growth Fund is managed by BRIAN O'NEILL, the principal
senior investment manager of the Gartmore Global Portfolio Team at Gartmore
Global Partners. He has managed the Fund since 1997. Before joining Gartmore
in 1981, Mr. O'Neill was a fund manager in global equities at Antony Gibbs &
Sons and an investment analyst at Royal Insurance. He graduated from Glasgow
University in 1969 with a MA Honors degree in Political Economy.

Nations Emerging Markets Fund is managed by CHRISTOPHER PALMER, a senior
investment manager on the Gartmore Emerging Markets Team. He has managed the
Fund since August 1999. He also co-manages Nations International Equity Master
Portfolio.

30
<PAGE>

[GRAPHIC] INVESCO GLOBAL ASSET
MANAGEMENT (N.A), INC.

1315 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309

[GRAPHIC] PUTNAM INVESTMENT MANAGEMENT, INC.

ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109

[GRAPHIC] STEPHENS INC.

111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201

[GRAPHIC] FIRST DATA INVESTOR
SERVICES GROUP, INC.

101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

INVESCO GLOBAL ASSET MANAGEMENT (N.A), INC.

INVESCO is a division of INVESCO Global, a publicly traded investment
management firm located in London, England, and a wholly-owned subsidiary of
AMVESCAP PLC, a publicly traded UK financial holding company, which is also
located in London.

INVESCO is one of three investment sub-advisers to Nations International
Equity Master Portfolio. INVESCO's International Equity Portfolio Management
Team is responsible for making the day-to-day investment decisions for its
portion of the Fund.

PUTNAM INVESTMENT MANAGEMENT, INC.

Putnam is a wholly-owned subsidiary of Putnam Investments, Inc., which, except
for shares held by employees, is owned by Marsh & McLennan Companies.

Putnam is one of three investment sub-advisers to Nations International Equity
Master Portfolio. Putnam's Core International Equity Group is responsible for
making the day-to-day investment decisions for its portion of the Fund.

OTHER SERVICE PROVIDERS

The Portfolios are distributed and co-administered by Stephens Inc., a
registered broker/dealer. Stephens does not receive any fees for the
administrative services it provides to the Portfolios. The Portfolios pay
shareholder administration fees to BAAI or financial institutions for
providing services to investors.

BAAI is also co-administrator of the Portfolios, and assists in overseeing the
administrative operations of the Funds.

First Data Investor Services Group, Inc. is also the transfer agent for the
Portfolios' shares. Its responsibilities include processing purchases, sales
and exchanges, calculating and paying distributions, keeping shareholder
records, preparing account statements and providing customer service.

31
<PAGE>

ABOUT YOUR INVESTMENT
- --------------------------------------------------------------------------------

[GRAPHIC] WHEN YOU SELL SHARES OF A MUTUAL FUND, THE FUND IS EFFECTIVELY
"BUYING" THEM BACK FROM YOU. THIS IS CALLED A REDEMPTION.

[GRAPHIC] A BUSINESS DAY IS ANY DAY THAT THE NEW YORK STOCK EXCHANGE (NYSE)
IS OPEN. A BUSINESS DAY ENDS AT THE CLOSE OF REGULAR TRADING ON
THE NYSE, USUALLY AT 4:00 P.M. EASTERN TIME. IF THE NYSE CLOSES
EARLY, THE BUSINESS DAY ENDS AS OF THE TIME THE NYSE CLOSES.

THE NYSE IS CLOSED ON WEEKENDS AND ON THE FOLLOWING NATIONAL
HOLIDAYS: NEW YEAR'S DAY, MARTIN LUTHER KING, JR. DAY, PRESIDENTS'
DAY, GOOD FRIDAY, MEMORIAL DAY, INDEPENDENCE DAY, LABOR DAY,
THANKSGIVING DAY AND CHRISTMAS DAY.

[GRAPHIC] Buying, selling and exchanging shares

This prospectus offers Primary B Shares of the Portfolios. Here are some
general rules about this class of shares:

o Primary B Shares are generally available only to financial institutions and
intermediaries that sign an account with us or Stephens. These include:

o Bank of America and certain of its affiliates

o brokerage firms

o other financial institutions

o The minimum initial investment is $1,000.

o There is no minimum amount for additional investments.

o There are no sales charges for buying, selling or exchanging these shares.

You'll find more information about buying, selling and exchanging Primary B
Shares on the pages that follow. You should also ask your financial
institution or intermediary about its limits, fees and policies for buying,
selling and exchanging shares, which may be different from those described
here, and about its related programs or services.

The Portfolios also offer other classes of shares, with different features and
expense levels, which you may be eligible to buy. Please contact your
investment professional, or call us at 1.800.321.7854 if you have any
questions or you need help placing an order.

HOW SHARES ARE PRICED
All transactions are based on the price of a Portfolio's shares -- or its net
asset value per share. We calculate net asset value per share for each class
of each Portfolio at the end of each business day. The net asset value per
share of a Portfolio is based on the net asset value per share of the Nations
Funds the Portfolio invests in.

We calculate the net asset value for each class of a Fund by determining the
value of the Fund's assets in the class and then subtracting its liabilities.
Next, we divide this amount by the number of shares that investors are holding
in the class.

VALUING SECURITIES IN A FUND
The value of a Fund's assets is based on the total market value of all of the
securities it holds. The prices reported on stock exchanges and securities
markets around the world are usually used to value securities in a Fund. If
prices aren't readily available, we'll base the price of a security on its
fair market value. We use the amortized cost method, which approximates market
value, to value short-term investments maturing in 60 days or less.
International markets may be open on days when U.S. markets are closed. The
value of foreign securities owned by a Fund could change on days when Fund
shares may not be bought or sold.

32
<PAGE>

HOW ORDERS ARE PROCESSED

Orders to buy, sell or exchange shares are processed on business days. Orders
received by Stephens, First Data or their agents before the end of a business
day (usually 4:00 p.m. Eastern time, unless the NYSE closes early) will
receive that day's net asset value per share. Orders received after the end of
a business day will receive the next business day's net asset value per share.
The business day that applies to your order is also called the TRADE DATE. We
may refuse any order to buy or exchange shares. If this happens, we'll return
any money we've received.

[GRAPHIC] BUYING SHARES

Here are some general rules for buying shares:

o Investors buy Primary B Shares at net asset value per share.

o If we don't receive payment within three business days of receiving
an order, we'll refuse the order. We'll return any payment received
for orders that we refuse.

o Financial institutions and intermediaries are responsible for
sending us orders for their clients and for ensuring that we receive
payment on time.

o Shares purchased are recorded on the books of the Portfolio. We
don't issue certificates.

o Financial institutions and intermediaries are responsible for
recording the beneficial ownership of the shares of their clients,
and for reporting this ownership on account statements they send to
their clients.

[GRAPHIC] SELLING SHARES

Here are some general rules for selling shares:

o We normally send the sale proceeds by federal funds wire within
three business days after Stephens, First Data or their agents
receive the order.

o Financial institutions and intermediaries are responsible for
sending us orders for their clients and for depositing the sale
proceeds to their accounts on time.

o If you paid for your shares with a check that wasn't certified,
we'll hold the sale proceeds when you sell those shares for at least
15 days after the trade date of the purchase, or until the check has
cleared.

o Other restrictions may apply to retirement plan accounts. For more
information on these restrictions, please contact your retirement
plan administrator.

33
<PAGE>

[GRAPHIC] YOU SHOULD MAKE SURE YOU UNDERSTAND THE INVESTMENT OBJECTIVES AND
POLICIES OF THE PORTFOLIO OR FUND YOU'RE EXCHANGING INTO. PLEASE
READ ITS PROSPECTUS CAREFULLY.

We may sell shares:

o if the value of an investor's account falls below $500. We'll
provide 60 days notice in writing if we're going to do this

o if a financial institution or intermediary tells us to sell the
shares for a client under arrangements it has made with its clients

o under certain other circumstances allowed under the 1940 Act

[GRAPHIC] EXCHANGING SHARES

Investors can sell shares of a Portfolio to buy shares of another
Portfolio or Nations Fund. This is called an exchange, and may be
appropriate if investment goals or tolerance for risk change.

Here's how exchanges work:

o Investors can exchange Primary B Shares of a Portfolio for Primary B
Shares of any other Portfolio or Nations Fund.

o The rules for buying shares of a Portfolio or Fund, including any
minimum investment requirements, apply to exchanges into that
Portfolio or Fund.

o Exchanges can only be made into a Portfolio or Fund that is legally
sold in the investor's state of residence.

o Exchanges can generally only be made into a Portfolio or Fund that
is accepting investments.

o We may limit the number of exchanges that can be made within a
specified period of time.

o We may change or cancel the right to make an exchange by giving the
amount of notice required by regulatory authorities (generally 60
days for a material change or cancellation).

34
<PAGE>

[GRAPHIC] THE FINANCIAL INSTITUTION OR INTERMEDIARY THAT BUYS SHARES FOR YOU
IS ALSO SOMETIMES REFERRED TO AS A SELLING AGENT.

THE SELLING AGENT MAY CHARGE OTHER FEES FOR SERVICES PROVIDED TO
YOUR ACCOUNT.

[GRAPHIC] How selling and servicing agents are paid

Selling and servicing agents usually receive compensation when you invest in
the Portfolios. The kind and amount of the compensation depends on the share
class you invest in. Selling agents typically pay a portion of the
compensation they receive to their investment professionals.

SHAREHOLDER ADMINISTRATION FEES

BAAI, its affiliates and/or other financial institutions and intermediaries
may receive a maximum annual shareholder administration fee of up to 0.60% of
the average daily net assets of Primary B Shares of the Portfolios under a
shareholder administration plan.

Fees are calculated daily and deducted monthly. Because these fees are paid
out of the Portfolios' assets on an ongoing basis they will increase the cost
of your investment over time, and may cost you more than any sales charge you
may pay.

The Portfolios pay these fees to eligible financial institutions for as long
as the plan continues. We may reduce or discontinue payments at any time.

OTHER COMPENSATION

Selling and servicing agents may also receive non-cash compensation like trips
to sales seminars or vacation destinations, tickets to sporting events,
theater or other entertainment, opportunities to participate in golf or other
outings and gift certificates for meals or merchandise.

This compensation, which is not paid by the Portfolios, is discretionary and
may be available only to selected selling and servicing agents. For example,
Stephens sometimes sponsors promotions involving Banc of America Investments,
Inc., an affiliate of BAAI, and certain other selling or servicing agents.
Selected selling and servicing agents may also receive compensation for
opening a minimum number of accounts.

BAAI may pay amounts from its own assets to Stephens or to selling or
servicing agents for services they provide.

35
<PAGE>

[GRAPHIC] THE POWER OF COMPOUNDING

REINVESTING YOUR DISTRIBUTIONS BUYS YOU MORE SHARES OF A
PORTFOLIO -- WHICH LETS YOU TAKE ADVANTAGE OF THE POTENTIAL FOR
COMPOUND GROWTH.

PUTTING THE MONEY YOU EARN BACK INTO YOUR INVESTMENT MEANS IT, IN
TURN, MAY EARN EVEN MORE MONEY. OVER TIME, THE POWER OF
COMPOUNDING HAS THE POTENTIAL TO SIGNIFICANTLY INCREASE THE VALUE
OF YOUR INVESTMENT. THERE IS NO ASSURANCE, HOWEVER, THAT YOU'LL
EARN MORE MONEY IF YOU REINVEST YOUR DISTRIBUTIONS.

[GRAPHIC] Distributions and taxes

ABOUT DISTRIBUTIONS
A mutual fund can make money two ways:

o It can earn income. Examples are interest paid on bonds and dividends paid
on COMMON STOCKS.

o A fund can also have CAPITAL GAIN if the value of its investments increases.
If a fund sells an investment at a gain, the gain is realized. If a fund
continues to hold the investment, any gain is unrealized.

A mutual fund is not subject to income tax as long as it distributes its net
investment income and realized capital gain to its shareholders. The
Portfolios intend to pay out a sufficient amount of their income and capital
gain to their shareholders so the Portfolios won't have to pay any income tax.
When a Portfolio makes this kind of a payment, it's split equally among all
shares, and is called a distribution.

All of the Portfolios distribute net investment income quarterly, and any net
realized capital gain at least once a year.

A distribution is paid based on the number of shares you hold on the record
date, which is usually the day the distribution is declared (daily dividend
Funds) or the day before the distribution is declared (all other Funds).
Shares are eligible to receive distributions from the SETTLEMENT DATE (daily
dividend Funds) or the TRADE DATE (all other Funds) of the purchase up to and
including the day before the shares are sold.

Different share classes of a Portfolio usually pay different distribution
amounts, because each class has different expenses. Each time a distribution
is made, the net asset value per share of the share class is reduced by the
amount of the distribution.

We'll automatically reinvest distributions in additional shares of the same
Portfolio unless you tell us you want to receive your distributions in cash.
You can do this by writing to us at the address on the back cover or by
calling us at 1.800.321.7854.

We generally pay cash distributions within five business days after the end of
the month, quarter or year in which the distribution was made. If you sell all
of your shares, we'll pay any distribution that applies to those shares in
cash within five business days after the sale was made.

If you buy shares of a Portfolio shortly before it makes a distribution, you
will, in effect, receive part of your purchase back in the distribution, which
is subject to tax. Similarly, if you buy shares of a Portfolio that holds
securities with unrealized capital gain, you will, in effect, receive part of
your purchase back if and when the Portfolio sells those securities and
distributes the gain. This distribution is also subject to tax. Some
Portfolios have built up, or have the potential to build up, high levels of
unrealized capital gain.

36
<PAGE>

[GRAPHIC] THIS INFORMATION IS A SUMMARY OF HOW FEDERAL INCOME TAXES MAY
AFFECT YOUR INVESTMENT IN THE PORTFOLIOS. IT IS NOT INTENDED AS A
SUBSTITUTE FOR CAREFUL TAX PLANNING. YOU SHOULD CONSULT WITH YOUR
OWN TAX ADVISOR ABOUT YOUR SITUATION, INCLUDING ANY FOREIGN, STATE
AND LOCAL TAXES THAT MAY APPLY.

[GRAPHIC] FOR MORE INFORMATION ABOUT TAXES, PLEASE SEE THE SAI.

HOW TAXES AFFECT YOUR INVESTMENT

Distributions that come from net investment income and any net short-term
capital gain (generally the excess of net short-term capital gain over net
long-term capital loss) generally are taxable to you as ordinary income.
Corporate shareholders may be able to exclude a portion of these distributions
from their taxable income.

Distributions that come from net capital gain (generally the excess of net
long-term capital gain over net short-term capital loss) generally are taxable
to you as net capital gain.

In general, all distributions are taxable to you when paid, whether they are
paid in cash or automatically reinvested in additional shares of the
Portfolio. However, any distributions declared in October, November or
December of one year and distributed in January of the following year will be
taxable as if they had been paid to you on December 31 of the first year.

We'll send you a notice every year that tells you how much you've received in
distributions during the year and their federal tax status. Foreign, state and
local taxes may also apply to these distributions.

WITHHOLDING TAX

We're required by federal law to withhold tax of 31% on any distributions and
redemption proceeds paid to you (including amounts deemed to be paid for "in
kind" redemptions and exchanges) if:

o you haven't given us a correct Taxpayer Identification Number (TIN) and
haven't certified that the TIN is correct and withholding doesn't apply

o the Internal Revenue Service (IRS) has notified us that the TIN listed on
your account is incorrect according to its records

o the IRS informs us that you are otherwise subject to backup withholding

The IRS may also impose penalties against you if you don't give us a correct
TIN.

Amounts we withhold are applied to your federal income tax liability. You may
receive a refund from the IRS if the withholding tax results in an overpayment
of taxes.

We're also normally required by federal law to withhold tax on distributions
paid to foreign shareholders.

TAXATION OF REDEMPTIONS AND EXCHANGES
Your redemptions (including redemptions "in kind") and exchanges of Portfolio
or Fund shares will usually result in a taxable capital gain or loss to you,
depending on the amount you receive for your shares (or are deemed to receive
in the case of exchanges) and the amount you paid (or are deemed to have paid)
for them.

37
<PAGE>

[GRAPHIC] Financial highlights

The financial highlights table is designed to help you understand how the
Portfolios have performed for the past five years. Certain information
reflects financial results for a single Portfolio share. The total investment
return line indicates how much an investment in the Portfolio would have
earned, assuming all dividends and distributions had been reinvested.

This information has been audited by PricewaterhouseCoopers LLP. The
independent accountant's report and Nations Funds financial statements are
incorporated by reference into the SAI. Financial highlights for Primary B
Shares of LifeGoal Income and Growth Portfolio are not provided because this
class of shares had not yet commenced operations during the period indicated.
Please see the back cover to find out how you can get a copy.

38
<PAGE>
<TABLE>
<CAPTION>

LIFEGOAL GROWTH PORTFOLIO FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

Year ended Period ended
PRIMARY B SHARES 03/31/99 03/31/98*
<S> <C> <C>
OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.49 $ 12.25
Net investment income/(loss) 0.00 0.01 (a)
Net realized and unrealized gain on investments 0.30 0.70
Net increase in net assets resulting from investment
operations 0.30 0.71
Distributions:
Distributions from net investment income -- ( 0.01)
Distributions in excess of net investment income ( 0.05) ( 0.25)
Distributions from net realized capital gains ( 0.60) ( 0.21)
Total distributions ( 0.65) ( 0.47)
Net asset value, end of period $ 12.14 $ 12.49
TOTAL RETURN++ 2.58% 6.24%
===================================================== ======= =======
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $ 7 $ 6
Ratio of operating expenses to average net
assets+++ 0.75% 0.75%+
Ratio of net investment income to average net
assets ( 0.04)% 0.15%+
Portfolio turnover rate 159% 69%
</TABLE>

* LifeGoal Growth Portfolio Primary B Shares
commenced investment operations on September 19,
1997.
+ Annualized.
++ Total return represents aggregate total return
for the period indicated and does not reflect the
deduction of any applicable sales charges.
+++ The Portfolio's expenses do not include the
expenses of the underlying Funds.
(a) Per share amounts have been calculated using the
monthly average share method, which more
appropriately represents the per share data for the
period. LifeGoal Balanced Growth Portfolio
For a Share outstanding throughout the period

<TABLE>
<CAPTION>
LIFEGOAL BALANCED GROWTH
PORTFOLIO FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

Year ended Period ended
PRIMARY B SHARES 03/31/99 03/31/98*
<S> <C> <C>
OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.94 $ 10.95
Net investment income 0.23 0.16 (a)
Net realized and unrealized gain/(loss) on
investments 0.20 0.77
Net increase/(decrease) in net assets resulting from
investment operations 0.43 0.93
DISTRIBUTIONS:
Distributions from net investment income ( 0.22) ( 0.20)
Distributions in excess of net investment income -- ( 0.24)
Distributions from net realized capital gains ( 0.33) ( 0.50)
Total distributions ( 0.55) ( 0.94)
Net asset value, end of period $ 10.82 $ 10.94
TOTAL RETURN++ 4.15% 9.24%
===================================================== ======= =======
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $ 276 $ 26
Ratio of operating expenses to average net
assets+++ 0.75% 0.75%+
Ratio of net investment income to average net
assets 2.27% 2.37%+
Portfolio turnover rate 121% 94%
</TABLE>

* LifeGoal Balanced Growth Portfolio Primary B
Shares commenced investment operations on August 4,
1997.
+ Annualized.
++ Total return represents aggregate total return
for the period indicated and does not reflect the
deduction of any applicable sales charges.
+++ The Portfolio's expenses do not include the
expenses of the underlying Funds.

(a) Per share amounts have been calculated using the
monthly average shares method, which more
appropriately represents the per share data for the
period.

39
<PAGE>

[GRAPHIC] Terms used in this prospectus

ASSET-BACKED SECURITY - a debt security that gives you an interest in a pool
of assets that is collateralized or "backed" by one or more kinds of assets,
including real property, receivables or mortgages, generally issued by banks,
credit card companies or other lenders. Some securities may be issued or
guaranteed by the U.S. government or its agencies, authorities or
instrumentalities. Asset-backed securities typically make periodic payments,
which may be interest or a combination of interest and a portion of the
principal of the underlying assets.

AVERAGE DOLLAR-WEIGHTED MATURITY - the average length of time until the debt
securities held by a Fund reach maturity. In general, the longer the average
dollar-weighted maturity, the more a Fund's share price will fluctuate in
response to changes in interest rates.

BANK OBLIGATION - a money market instrument issued by a bank, including
certificates of deposit, time deposits and bankers' acceptances.

CAPITAL GAIN OR LOSS - the difference between the purchase price of a security
and its selling price. You realize a capital gain when you sell a security for
more than you paid for it. You realize a capital loss when you sell a security
for less than you paid for it.

CASH EQUIVALENTS - short-term, interest-bearing instruments, including
obligations issued or guaranteed by the U.S. government, its agencies and
instrumentalities, bank obligations, asset-backed securities, foreign
government securities and commercial paper issued by U.S. and foreign issuers
which, at the time of investment, is rated at least Prime-2 by Moody's
Investor Services, Inc. (Moody's), A-2 by S&P, or F-1 by Fitch IBCA (Fitch).

COLLATERALIZED MORTGAGE OBLIGATION (CMO) - a debt security that is backed by
real estate mortgages. CMO payment obligations are covered by interest and/or
principal payments from a pool of mortgages. In addition, the underlying
assets of a CMO are typically separated into classes, called tranches, based
on maturity. Each tranche pays a different rate of interest. CMOs are not
generally issued by the U.S. government, its agencies or instrumentalities.

COMMERCIAL PAPER - a money market instrument issued by a large company.

COMMON STOCK - a security that represents part equity ownership in a company.
Common stock typically allows you to vote at shareholder meetings and to share
in the company's profits by receiving dividends.

CONVERTIBLE DEBT - a debt security that can be exchanged for common stock (or
another type of security) on a specified basis and date.

CONVERTIBLE SECURITY - a security that can be exchanged for common stock (or
another type of security) at a specified rate. Convertible securities include
convertible debt, rights and warrants.

40
<PAGE>

CORPORATE OBLIGATION - a money market instrument issued by a corporation or
commercial bank.

CROSSING NETWORKS - an electronic system where anonymous parties can match buy
and sell transactions. These transactions don't affect the market, and
transaction costs are extremely low.

DEBT SECURITY - when you invest in a debt security, you are typically lending
your money to a governmental body or company (the issuer) to help fund their
operations or major projects. The issuer pays interest at a specified rate on
a specified date or dates, and repays the principal when the security matures.
Short-term debt securities include money market instruments such as treasury
bills. Long-term debt securities include fixed income securities such as
government and corporate bonds, and mortgage-backed and asset-backed
securities.

DEPOSITARY RECEIPTS - evidence of the deposit of a security with a custodian
bank. American Depositary Receipts (ADRs), for example, are certificates
traded in U.S. markets representing an interest of a foreign company. They
were created to make it possible for foreign issuers to meet U.S. security
registration requirements. Other examples include ADSs, GDRs and EDRs.

DIVIDEND YIELD - rate of return of dividends paid on a common or preferred
stock. It equals the amount of the annual dividend on a stock expressed as a
percentage of the stock's current market value.

DOLLAR ROLL TRANSACTION - the sale by a Fund of mortgage-backed or other
asset-backed securities, together with a commitment to buy similar, but not
identical, securities at a future date.

DURATION - a measure used to estimate a security's or portfolio's sensitivity
to changes in interest rates. For example, if interest rates rise by one
percentage point, the share price of a fund with a duration of five years
would decline by about 5%. If interest rates fall by one percentage point, the
fund's share price would rise by about 5%.

EQUITY SECURITY - an investment that gives you an equity ownership right in a
company. Equity securities (or "equities") include common and preferred stock,
rights and warrants.

FIRST BOSTON CONVERTIBLE INDEX - a widely-used unmanaged index that measures
the performance of convertible securities. The index is not available for
investment.

FIRST-TIER SECURITY - under Rule 2a-7 under the 1940 Act, a debt security that
is an eligible investment for money market funds and has the highest
short-term rating from a nationally recognized statistical rating organization
(NRSRO), or if unrated, is determined by the fund's portfolio management team
to be of comparable quality, or is a money market fund issued by a registered
investment company, or is a government security.

41
<PAGE>

FIXED INCOME SECURITY - an intermediate to long-term debt security that
matures in more than one year.

FOREIGN SECURITY - a debt or equity security issued by a foreign company or
government.

FUNDAMENTAL ANALYSIS - a method of securities analysis that tries to evaluate
the intrinsic, or "true," value of a particular stock. It includes a study of
the overall economy, industry conditions and the financial condition and
management of a company.

FUTURES CONTRACT - a contract to buy or sell an asset or an index of
securities at a specified price on a specified future date. The price is set
through a futures exchange.

GUARANTEED INVESTMENT CONTRACT - an investment instrument issued by a rated
insurance company in return for a payment by an investor.

HIGH QUALITY - in the case of municipal securities, a long-term rating of A or
higher from Duff & Phelps Credit Rating Co. (D&P), Fitch, S&P, Thomson
BankWatch, Inc. (BankWatch), or Moody's in the case of certain bonds that are
lacking a short-term rating from the required number of NRSROs; rated D-1 or
higher by D&P, F-1 or higher by Fitch, SP-1 by S&P, or MIG-1 by Moody's in the
case of notes; rated D-1 or higher by D&P, F-1 or higher by Fitch, or VMIG-1
by Moody's in the case of variable rate demand notes; or rated D-1 or higher
by D&P, F-1 or higher by Fitch, A-1 or higher by S&P or PRIME-1 by Moody's in
the case of tax-exempt commercial paper. The portfolio management team may
consider an unrated municipal security to be investment grade if the team
believes it to be of comparable quality, based on guidelines provided by the
Fund's Board of Directors. Please see the SAI for more information about
credit ratings.

IFC INVESTABLES INDEX - an unmanaged index that tracks more than 1,400 stocks
in 25 emerging markets in Asia, Latin America, Eastern Europe, Africa and the
Middle East. The index is weighted by market capitalization.

INVESTMENT GRADE - a debt security that has been given a medium to high credit
rating (Baa or higher by Moody's, BBB or higher by S&P or a comparable rating
by other NRSROs) based on the issuer's ability to pay interest and repay
principal on time. The portfolio management team may consider an unrated debt
security to be investment grade if the team believes it is of comparable
quality. Please see the SAI for more information about credit ratings.

LEHMAN 3-YEAR MUNICIPAL BOND INDEX - a broad-based, unmanaged index of
investment grade bonds with maturities of two to four years. All dividends are
reinvested.

LEHMAN 7-YEAR MUNICIPAL BOND INDEX - a broad-based, unmanaged index of
investment grade bonds with maturities of seven to eight years. All dividends
are reinvested.

42
<PAGE>

LEHMAN AGGREGATE BOND INDEX - an index made up of the Lehman
Government/Corporate Index, the Asset-Backed Securities Index and the
Mortgage-Backed Securities Index. These indexes include U.S. government agency
and U.S. Treasury securities, corporate bonds and mortgage-backed securities.
All dividends are reinvested.

LEHMAN GOVERNMENT BOND INDEX - an index of government bonds with an average
maturity of approximately nine years. All dividends are reinvested.

LEHMAN GOVERNMENT/CORPORATE BOND INDEX - an index of U.S. government, U.S.
Treasury and agency securities, and corporate and Yankee bonds. All dividends
are reinvested.

LEHMAN INTERMEDIATE GOVERNMENT BOND INDEX - an index of U.S. government agency
and U.S. Treasury securities. All dividends are reinvested.

LEHMAN INTERMEDIATE TREASURY INDEX - an index of U.S. Treasury securities with
maturities of three to 10 years. All dividends are reinvested.

LEHMAN MUNICIPAL BOND INDEX - a broad-based, unmanaged index of 8,000
investment grade bonds with long-term maturities. All dividends are
reinvested.

LIQUIDITY - a measurement of how easily a security can be bought or sold at a
price that is close to its market value.

MERRILL LYNCH 1-3 YEAR TREASURY INDEX - an index of U.S. Treasury bonds with
maturities of 1 to 3 years. All dividends are reinvested.

MONEY MARKET INSTRUMENT - a short-term debt security that is considered to
mature in 13 months or less. Money market instruments include U.S. Treasury
obligations, U.S. government obligations, certificates of deposit, bankers'
acceptances, commercial paper, repurchase agreements and certain municipal
securities.

MORTGAGE-BACKED SECURITY OR MORTGAGE-RELATED SECURITY - a debt security that
gives you an interest in, and is backed by, a pool of residential mortgages
issued by the U.S. government or by financial institutions. The underlying
mortgages may be guaranteed by the U.S. government or one of its agencies,
authorities or instrumentalities. Mortgage-backed securities typically make
monthly payments, which are a combination of interest and a portion of the
principal of the underlying mortgages.

MSCI EAFE INDEX - Morgan Stanley Capital International Europe, Australasia and
Far East Index, an index of over 1,100 stocks from 21 developed markets in
Europe, Australia, New Zealand and Asia. The index reflects the relative size
of each market.

<PAGE>

MUNICIPAL SECURITY (OBLIGATION) - a debt security issued by state or local
governments or governmental authorities to pay for public projects and
services. "General obligations" are typically backed by the issuer's full
taxing and revenue-raising powers. "Revenue securities" depend on the income
earned by a specific project or authority, like road or bridge tolls, user
fees for water or revenues from a utility. Interest income is exempt from
federal income taxes and is generally exempt from state taxes if you live in
the state that issued the security. If you live in the municipality that
issued the security, interest income may also be exempt from local taxes.

NON-DIVERSIFIED - a fund that holds securities of fewer issuers or kinds of
issuers than other kinds of funds. Non-diversified funds tend to have greater
price swings than more diversified funds because events affecting one or more
of its securities may have a disproportionately large effect on the fund.

OVER-THE-COUNTER MARKET - a market where dealers trade securities through a
telephone or computer network rather than through a public stock exchange.

PARTICIPATION - a pass-through certificate representing a share in a pool of
debt obligations or other instruments.

PASS-THROUGH CERTIFICATE - securitized mortgages or other debt securities with
interest and principal paid by a servicing intermediary shortly after interest
payments are received from borrowers.

PREFERRED STOCK - a type of equity security that gives you a limited ownership
right in a company, with certain preferences or priority over common stock.
Preferred stock generally pays a fixed annual dividend. If the company goes
bankrupt, preferred shareholders generally receive their share of the
company's remaining assets before common shareholders and after bondholders
and other creditors.

PRE-REFUNDED BOND - a bond that is repaid before its maturity date. The
repayment is generally financed by a new issue. Issuers generally pre-refund
bonds during periods of lower interest rates to reduce their interest costs.

PRICE-TO-EARNINGS RATIO (P/E RATIO) - the current price of a share divided by
its actual or estimated earnings per share. The P/E ratio is one measure of
the value of a company.

PRIVATE ACTIVITY BOND - a municipal security that is used to finance private
projects or other projects that aren't qualified for tax purposes. Private
activity bonds are generally taxable, unless their use is specifically
exempted, or may be treated as tax preference items.

QUANTITATIVE ANALYSIS - an analysis of financial information about a company
or security to identify securities that have the potential for growth or are
otherwise suitable for a fund to buy.

44
<PAGE>

REAL ESTATE INVESTMENT TRUST (REIT) - a portfolio of real estate investments
which may include office buildings, apartment complexes, hotels and shopping
malls, and real-estate-related loans orinterests.

REPURCHASE AGREEMENT - a short-term (often overnight) investment arrangement.
The investor agrees to buy certain securities from the borrower and the
borrower promises to buy them back at a specified date and price. The
difference between the purchase price paid by the investor and the repurchase
price paid by the borrower represents the investor's return. Repurchase
agreements are popular because they provide very low-risk return and can
virtually eliminate credit difficulties.

REVERSE REPURCHASE AGREEMENT - a repurchase agreement in which an investor
sells a security to another party, like a bank or dealer, in return for cash,
and agrees to buy the security back at a specified date and price.

RIGHT - a temporary privilege allowing investors who already own a common
stock to buy additional shares directly from the company at a specified price
or formula.

RUSSELL 2000 - an unmanaged index of 2,000 of the smallest stocks representing
approximately 11% of the U.S. equity market. The index is weighted by market
capitalization, and is not available for investment.

S&P 5001 - Standard & Poor's 500 Composite Stock Price Index, an unmanaged
index of 500 widely held common stocks. It is not available for investment.

S&P MIDCAP 4001 - an unmanaged index of 400 domestic stocks chosen for market
size, liquidity and industry representation. The index is weighted by market
value, and is not available for investment.

S&P SMALLCAP 6001 - Standard & Poor's SmallCap 600 Index, an unmanaged index
of 600 common stocks, weighted by market capitalization. It is not available
for investment.

S&P/BARRA SMALLCAP VALUE INDEX1 - an unmanaged index of a group of stocks from
the S&P SmallCap 600 that have low price-to-book ratios relative to the S&P
SmallCap 600 as a whole. It is weighted by market capitalization, and is not
available for investment.

S&P/BARRA VALUE INDEX1 - an unmanaged index of a group of stocks from the S&P
500 that have low price-to-book ratios relative to the S&P 500 as a whole. It
is weighted by market capitalization, and is not available for investment.

SALOMON BROTHERS MORTGAGE INDEX - an index of 30-year and 15-year GNMA, FNMA
and FHLMC securities, and FNMA and FHLMC balloon mortgages.

SECOND-TIER SECURITY - under Rule 2a-7 under the 1940 Act, a debt security
that is an eligible investment for money market funds, but is not a first-tier
security.

45
<PAGE>

SENIOR SECURITY - a debt security that allows holders to receive their share
of a company's remaining assets in a bankruptcy before other bondholders,
creditors, and common and preferred shareholders.

SETTLEMENT DATE - the date on which an order is settled either by payment or
delivery of securities.

SPECIAL PURPOSE ISSUER - an entity organized solely to issue asset-backed
securities on a pool of assets it owns.

TRADE DATE - the effective date of a purchase, sale or exchange transaction,
or other instructions sent to us. The trade date is determined by the day and
time we receive the order or instructions in a form that's acceptable to us.

U.S. GOVERNMENT OBLIGATIONS - a wide range of debt securities issued or
guaranteed by the U.S. government or its agencies, authorities or
instrumentalities.

U.S. TREASURY OBLIGATION - a debt security issued by the U.S. Treasury.

WARRANT - a certificate that gives you the right to buy common shares at a
specified price within a specified period of time.

WILSHIRE 5000 EQUITY INDEX - an index that measures the performance of the
equity securities of all companies headquartered in the U.S. that have readily
available price data -- over 7,000 companies. The index is weighted by market
capitalization and is not available for investment.

ZERO-COUPON BOND - a bond that makes no periodic interest payments. Zero
coupon bonds are sold at a deep discount to their face value and mature at
face value. The difference between the face value at maturity and the purchase
price represents the return.

(1) S&P and BARRA have not reviewed any stock included in the S&P 500, S&P 600,
BARRA Index or BARRA SmallCap Index for its investment merit. S&P and BARRA
determine and calculate their indexes independently of the Funds and are not
a sponsor or affiliate of the Funds. S&P and BARRA give no information and
make no statements about the suitability of investing in the Funds or the
ability of their indexes to track stock market performance. S&P and BARRA
make no guarantees about the indexes, any data included in them and the
suitability of the indexes or their data for any purpose. "Standard and
Poor's," "S&P 500" and "S&P 600" are trademarks of the McGraw-Hill
Companies, Inc.

46
<PAGE>

[GRAPHIC] Where to find more information

You'll find more information about the LifeGoal Portfolios in the following
documents:

[GRAPHIC] ANNUAL AND SEMI-ANNUAL REPORTS

The annual and semi-annual reports contain information about Portfolio
investments and performance, the financial statements and the auditor's
reports. The annual report also includes a discussion about the market
conditions and investment strategies that had a significant effect on
each Portfolio's performance during the period covered.

[GRAPHIC] STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional information about the Portfolios and their
policies. The SAI is legally part of this prospectus (it's incorporated
by reference). A copy has been filed with the SEC.

You can obtain a free copy of these documents, request other
information about the Portfolios and make shareholder inquiries by
contacting Nations Funds:

By telephone: 1.800.321.7854

By mail:
NATIONS FUNDS
C/O STEPHENS INC.
ONE BANK OF AMERICA PLAZA
33RD FLOOR
CHARLOTTE, NC 28255

On the Internet: WWW.NATIONSBANK.COM/NATIONSFUNDS

If you prefer, you can write the SEC's Public Reference Room and ask
them to mail you copies of these documents. They'll charge you a fee
for this service. You can also download them from the SEC's website or
visit the Public Reference Section and copy the documents while you're
there. Please call the SEC for more information.

PUBLIC REFERENCE SECTION OF THE SEC
WASHINGTON, DC 20549-6009
1.800.SEC.0330
WWW.SEC.GOV

SEC file number:

Nations LifeGoal Funds, Inc., 811-07745

NF-LGPROPB-8/99

[GRAPHIC]

LIFEGOAL PORTFOLIOS
PROSPECTUS -- PRIMARY A SHARES

AUGUST 1, 1999

LIFEGOAL PORTFOLIOS
LIFEGOAL GROWTH PORTFOLIO
LIFEGOAL BALANCED GROWTH PORTFOLIO
LIFEGOAL INCOME AND GROWTH PORTFOLIO

THE SECURITIES AND
EXCHANGE COMMISSION
(SEC) HAS NOT APPROVED OR
DISAPPROVED THESE
SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL
OFFENSE.

NOT FDIC
INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

NATIONS FUNDS

<PAGE>

AN OVERVIEW OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

[GRAPHIC] TERMS USED IN THIS PROSPECTUS

[GRAPHIC] YOU'LL FIND TERMS USED IN
THIS PROSPECTUS ON
PAGE 39.

AFFILIATES OF BANK OF AMERICA ARE PAID FOR THE SERVICES THEY
PROVIDE TO THE PORTFOLIOS AND THE UNDERLYING FUNDS.

ABOUT THE PORTFOLIOS

2
<PAGE>

The LifeGoal Portfolios may be suitable for you if:

o you have longer-term investment goals

o they're part of a balanced portfolio

They may not be suitable for you if:

o you're not prepared to accept or are unable to bear the risks
associated with equity and fixed income securities

o you have short-term investment goals

o you're looking for a regular stream of income

You'll find a discussion of each Portfolio's principal investments, strategies
and risks in the Portfolio descriptions that start on page 5.

FOR MORE INFORMATION
If you have any questions about the Portfolios, please call us at
1.800.765.2668 or contact your investment professional.

3
<PAGE>

WHAT'S INSIDE
- --------------------------------------------------------------------------------
[GRAPHIC] BANC OF AMERICA ADVISORS, INC.

BANC OF AMERICA ADVISORS, INC. (BAAI)* IS THE INVESTMENT ADVISER
TO EACH OF THE PORTFOLIOS. BAAI IS RESPONSIBLE FOR THE OVERALL
MANAGEMENT AND SUPERVISION OF THE INVESTMENT MANAGEMENT OF EACH
PORTFOLIO. BAAI AND NATIONS FUNDS HAVE ENGAGED A SUB-
ADVISER -- TRADESTREET INVESTMENT ASSOCIATES, INC.
(TRADESTREET) -- WHICH IS RESPONSIBLE FOR THE DAY-TO-DAY
INVESTMENT DECISIONS FOR EACH OF THE PORTFOLIOS.

[GRAPHIC] YOU'LL FIND MORE ABOUT
BAAI AND TRADESTREET
STARTING ON PAGE 25.

*BAAI'S NAME IS EXPECTED TO BE CHANGED FROM NATIONSBANC ADVISORS,
INC. ON OR ABOUT SEPTEMBER 1, 1999.

[GRAPHIC] ABOUT THE LIFEGOAL PORTFOLIOS
LIFEGOAL GROWTH PORTFOLIO 5
Sub-adviser: TradeStreet
- -----------------------------------------
LIFEGOAL BALANCED GROWTH PORTFOLIO 9
Sub-adviser: TradeStreet
- -----------------------------------------
LIFEGOAL INCOME AND GROWTH PORTFOLIO 14
Sub-adviser: TradeStreet
- -----------------------------------------
ABOUT THE NATIONS FUNDS 19
- -----------------------------------------
OTHER IMPORTANT INFORMATION 23
- -----------------------------------------
HOW THE PORTFOLIOS ARE MANAGED 25

[GRAPHIC] ABOUT YOUR INVESTMENT
INFORMATION FOR INVESTORS
Buying, selling and exchanging shares 31
Distributions and taxes 34
- -----------------------------------------
FINANCIAL HIGHLIGHTS 36
- -----------------------------------------
TERMS USED IN THIS PROSPECTUS 39
- -----------------------------------------
WHERE TO FIND MORE INFORMATION BACK COVER
</TABLE>

4
<PAGE>
ABOUT THE LIFEGOAL PORTFOLIOS
- --------------------------------------------------------------------------------
[GRAPHIC] ABOUT THE SUB-ADVISER

TRADESTREET IS THIS PORTFOLIO'S SUB-ADVISER. TIMOTHY P. BEYER AND
C. THOMAS CLAPP ARE ITS PORTFOLIO MANAGERS AND MAKE THE DAY-TO-DAY
INVESTMENT DECISIONS FOR THE PORTFOLIO.

[GRAPHIC] YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP
ON PAGE 26.

[GRAPHIC] ABOUT THE UNDERLYING NATIONS FUNDS

YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS THE PORTFOLIO INVESTS
IN, INCLUDING THEIR OBJECTIVES AND STRATEGIES, IN ABOUT THE
NATIONS FUNDS AND IN THE SAI.

LIFEGOAL GROWTH PORTFOLIO
[GRAPHIC] INVESTMENT OBJECTIVE
This Portfolio seeks capital appreciation through exposure to a
variety of equity market segments.

[GRAPHIC] INVESTMENT STRATEGIES

This Portfolio normally invests most of its assets in Primary A Shares
of Nations Funds Equity Funds.

The portfolio managers use asset allocation as their principal investment
approach. They:

o allocate assets among Fund categories, within the target allocations
set for the Portfolio. They base their allocations on the Portfolio's
investment objective, historical returns for each asset class and on
their outlook for the economy

o choose individual Funds within each category and the amount they will
allocate to each, looking at each Fund's historical returns, as well
as the expected performance of the mix of Funds

o review the allocations to Fund categories and individual Funds at
least monthly, and may change these allocations when they believe
it's appropriate to do so

o if there are more assets in a Fund category than in the target
allocation, the portfolio managers may allocate money coming into the
Portfolio to the other Fund categories

o if there are fewer assets in a Fund category than in the target
allocation, they may allocate money coming into the Portfolio to that
Fund category

The Portfolio normally sells a proportionate amount of the shares it owns in
each Nations Fund to meet its redemption requests.

5
<PAGE>

[GRAPHIC] YOU'LL FIND MORE ABOUT
OTHER RISKS OF INVESTING IN
THIS PORTFOLIO STARTING ON
PAGE 23 AND IN THE SAI.

[GRAPHIC] YOU'LL FIND DETAILED INFORMATION ABOUT EACH FUND'S INVESTMENT
STRATEGIES AND RISKS IN ITS PROSPECTUS, AND IN ITS SAI. PLEASE
CALL US AT 1.800.765.2668 FOR A COPY.

The portfolio managers can substitute or add other Funds to this list
at any time, including Funds introduced after the date of this
prospectus.

[GRAPHIC] RISKS AND OTHER THINGS TO CONSIDER

LifeGoal Growth Portfolio has the following risks:

o INVESTMENT STRATEGY RISK - The portfolio managers use an asset
allocation strategy to try to achieve the highest total return. There
is a risk that the mix of investments will not produce the returns
they expect, or that the Portfolio will fall in value. There is also
the risk that the Funds the Portfolio invests in will not produce the
returns the portfolio managers expect, or will fall in value.

o STOCK MARKET RISK - The Portfolio allocates assets to Funds that
invest in stocks. The value of the stocks a Fund holds can be
affected by changes in U.S. or foreign economies and financial
markets, and the companies that issue the stocks, among other things.
Stock prices can rise or fall over short as well as long periods. In
general, stock markets tend to move in cycles, with periods of rising
prices and periods of falling prices. As of the date of this
prospectus, the stock markets, as measured by the S&P 500 and other
commonly used indices, were trading at or close to record levels.
There can be no guarantee that these levels will continue.

6
<PAGE>

[GRAPHIC] MANY THINGS AFFECT A PORTFOLIO'S PERFORMANCE, INCLUDING MARKET
CONDITIONS, THE COMPOSITION OF THE PORTFOLIO'S HOLDINGS, AND
PORTFOLIO EXPENSES.

o FOREIGN INVESTMENT RISK - The Portfolio allocates assets to Funds
that invest in FOREIGN SECURITIES. Foreign investments may be riskier
than U.S. investments because of political and economic conditions,
changes in currency exchange rates, the implementation of the Euro,
foreign controls on investment, difficulties selling some securities
and lack of or limited financial information. Withholding taxes also
may apply to some foreign investments. Funds that invest in
securities of companies in emerging markets have high growth
potential, but can be more volatile than securities in more developed
markets.

o REBALANCING POLICY - The actual amount in each Fund or category of
Funds may vary from the allocations set by the portfolio managers.
This could continue for some time.

[GRAPHIC] A LOOK AT THE PORTFOLIO'S PERFORMANCE

YEAR BY YEAR TOTAL RETURNS (%) AS OF DECEMBER 31 EACH YEAR
The bar chart shows you how the performance of the Portfolio's Primary
A Shares has varied from year to year. These returns do not reflect
deductions of sales charges or account fees, if any, and would be
lower if they did.

[BAR CHART APPEARS HERE]

1996 1997 1998
---- ---- ----
3.52%* 14.70% 12.74%

*Return is from inception (10-15-96) to 12-31-96.

YEAR-TO-DATE RETURN AS OF JUNE 30, 1999: 11.45%

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD

<TABLE>
<S> <C>
Best: 4th quarter 1998: 23.67%
Worst: 3rd quarter 1998: -16.67%
</TABLE>

<PAGE>

[GRAPHIC] THERE ARE TWO KINDS OF FEES -- SALES CHARGES YOU PAY DIRECTLY, AND
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM A
PORTFOLIO'S ASSETS AND FROM THE ASSETS OF THE NATIONS FUNDS THE
PORTFOLIO INVESTS IN.
THIS IS AN EXAMPLE ONLY. YOUR ACTUAL COSTS COULD BE HIGHER OR
LOWER, DEPENDING ON THE AMOUNT YOU INVEST, AND ON THE PORTFOLIO'S
ACTUAL EXPENSES AND PERFORMANCE.

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998
The table shows the Portfolio's average annual total return for
each period, compared with the S&P 500, an unmanaged index of 500
widely held COMMON STOCKS, weighted by market capitalization. The
index is not available for investment.

<TABLE>
<CAPTION>
1 year Since inception
<S> <C> <C>
Primary A Shares 12.74% 14.10%
S&P 500 28.58% 31.43%
</TABLE>

[GRAPHIC] WHAT IT COSTS TO INVEST IN THE PORTFOLIO
This table describes the fees and expenses that you may pay if you
buy and hold shares of the Portfolio.

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(Fees paid directly from your investment) Primary A Shares
<S> <C>
Maximum sales charge (load) none
Maximum deferred sales charge (load) none

ANNUAL PORTFOLIO OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets)
Management fees 0.25%
----
Total annual Portfolio operating expenses 0.25%
====
</TABLE>

o the amount the Portfolio expects to invest in each Fund, based on the
target allocation

o each Fund's annualized expense ratio for the period ended March 31,
1999

EXAMPLE
This example is intended to help you compare the cost of investing in
this Portfolio with the cost of investing in other mutual funds.

This example assumes:

o you invest $10,000 in Primary A Shares of the Portfolio for the time
periods indicated and then sell all of your shares at the end of
those periods

o you reinvest all dividends and distributions in the Portfolio

o your investment has a 5% return each year

o the Portfolio's operating expenses remain the same as shown in the
table above

o the Portfolio's indirect expenses remain at the average of the range
as shown above

Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Primary A Shares $119 $404 $709 $1,577
</TABLE>

8
<PAGE>

ABOUT THE LIFEGOAL PORTFOLIOS
- --------------------------------------------------------------------------------

[GRAPHIC] ABOUT THE SUB-ADVISER

TRADESTREET IS THIS PORTFOLIO'S SUB-ADVISER. TIMOTHY P. BEYER AND
C. THOMAS CLAPP ARE ITS PORTFOLIO MANAGERS AND MAKE THE DAY-TO-DAY
INVESTMENT DECISIONS FOR THE PORTFOLIO.

[GRAPHIC] YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP ON
PAGE 26.

[GRAPHIC] ABOUT THE UNDERLYING NATIONS FUNDS

YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS THE PORTFOLIO INVESTS
IN, INCLUDING THEIR OBJECTIVES AND STRATEGIES, IN ABOUT THE
NATIONS FUNDS AND IN THE SAI.

LIFEGOAL BALANCED GROWTH PORTFOLIO