NATIONS LIFEGOAL FUNDS INC, 485APOS, 1999-05-28

NATIONS LIFEGOAL FUNDS INC
485APOS, 1999-05-28

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As filed with the Securities and Exchange Commission

on May 28, 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. 7 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 8 [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):

[ ] Immediately upon filing pursuant [ ] on (date) pursuant
to Rule 485(b), or to Rule 485(b), or

[X] 60 days after filing pursuant [ ] on (date) pursuant
to Rule 485(a), or to Rule 485(a).

[ ] 75 days after filing pursuant to [ ] on (date) pursuant to
paragraph (a)(2) paragraph (a)(2) of rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

<PAGE>

EXPLANATORY NOTE

This Post-Effective Amendment No. 7 to the Registration Statement of Nations
LifeGoal Funds, Inc. is being filed for the purpose of filing their prospectuses
as prepared under new Form N-1A.

<PAGE>

NATIONS LIFEGOAL FUNDS, INC.

CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
<S> <C>
Part A

Item No. Prospectus
- -------- ----------

1. Front and Back Cover Pages ................................. Front and Back Cover Pages

2. Risk/Return Summary: Investments, Risks
and Performance............................................. About this Prospectus

3. Risk/Return Summary: Fee Tables............................. About the Funds; Financial Highlights

4. Investment Objectives, Principal
Investment Strategies, and Related Risks.................... About the Funds; Other Important
Information

5. Management's Discussion of Fund

Performance................................................. About the Funds

6. Management, Organization, and
Capital Structure........................................... What's Inside; About the Funds;
How the Funds Are Managed;
About your Investment

7. Shareholder Information..................................... About the Funds; About your
Investment

8. Distribution Arrangements................................... Information for Investors

9. Financial Highlights Information............................ Financial Highlights; About the Funds

<PAGE>

Part B

Item No.
- --------

10. Cover Page and Table of Contents............................ Cover Page and Table of Contents

11. Fund History................................................ Introduction

12. Description of the Fund and Its
Investments and Risks....................................... Additional Information on Portfolio
Investments

13. Management of the Funds..................................... Trustees And Officers; Investment
Advisory, Administration, Custody Transfer
Agency, Shareholder Servicing and
Distribution Agreements
14. Control Persons and Principal
Holders of Securities....................................... Not Applicable

15. Investment Advisory and Other Services...................... Investment Advisory,
Administration, Custody, Transfer Agency,
Shareholder Servicing And Distribution
Agreements

16. Brokerage Allocation and Other Practices.................... Portfolio Transactions and
Brokerage--General Brokerage Policy

17. Capital Stock and Other
Securities.................................................. Description Of Shares;
Investment Advisory, Administration,
Custody, Transfer Custody, Transfer
Agency, Shareholder Servicing And
Distribution Agreements

18. Purchase, Redemption and Pricing
of Shares................................................... Net Asset Value -- Purchases
And Redemptions; Distributor

19. Taxation of the Fund........................................ Additional Information Concerning
Taxes

20. Underwriters................................................ Investment Advisory,
Administration Custody, Transfer Agency
Shareholder Servicing And Distribution
Agreements; Distributor

21. Calculation of Performance Data............................. Additional Information on
Performance

22. Financial Statements........................................ Independent Accountant and
Reports
</TABLE>
<PAGE>

Part C

Item No. Other Information
- -------- -----------------

Information
required to be
included in
Part C is set
forth under the
appropriate
Item, so
numbered, in
Part C of this
Document

<PAGE>

[GRAPHIC APPEARS HERE]

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.

[GRAPHIC APPEARS HERE]
NOT FDIC
INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

<PAGE>

ABOUT THIS PROSPECTUS
- --------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

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 APPEARS HERE]

YOU'LL FIND TERMS USED IN
THIS PROSPECTUS ON PAGE 0.

[GRAPHIC APPEARS HERE]

FOR MORE INFORMATION

YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS IN THE STATEMENT
OF ADDITIONAL INFORMATION (SAI). THE SAI INCLUDES DETAILED
INFORMATION ABOUT EACH FUND'S INVESTMENTS, POLICIES,
PERFORMANCE AND MANAGEMENT, AMONG OTHER THINGS. THE SAI IS
LEGALLY CONSIDERED TO BE PART OF THIS PROSPECTUS BECAUSE IT'S
INCORPORATED BY REFERENCE. TURN TO THE BACK COVER TO FIND OUT
HOW YOU CAN GET A COPY OF THE SAI.

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 or money
market funds using an asset allocation approach.

Asset allocation is the process of developing a diversified portfolio by
investing in different asset classes -- for example, EQUITY SECURITIES, FIXED
INCOME SECURITIES, and MONEY MARKET INSTRUMENTS -- in varying proportions.
Combining the classes in one portfolio can help reduce risk and increase
returns because at least one asset class should have the potential to be a
stronger performer regardless of market conditions.

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. There's always a risk that you'll lose
money or you may not earn as much as you expect.

LifeGoal Growth Portfolio focuses on long-term growth by allocating all of its
assets to a mix of funds that invest 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 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 tend to
fall.

LifeGoal Income and Growth Portfolio focuses on current income and modest
growth. It 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. Because of its asset mix, this Portfolio is more likely to have a
stable share price. Over time, however, the return on this Portfolio may be
lower than the return on the other Portfolios.

All of these Portfolios are best suited for longer-term investment goals, like
retirement, or as part of a balanced portfolio. They may not be suitable for
people who are not prepared to accept or are unable to bear the risks
associated with equity and fixed-income securities, who have short-term
investment goals or who are looking for a regular stream of income.

You'll find a discussion of each Portfolios principal investments, strategies
and risks in the Portfolio descriptions that start on page 00.

If you have any questions about the Portfolios, please call us at
1.800.765.2668 or contact your financial adviser.

[GRAPHIC APPEARS HERE]

2
<PAGE>

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

[GRAPHIC APPEARS HERE]

BANC OF AMERICA ADVISORS, INC. 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 APPEARS HERE]

YOU'LL FIND MORE ABOUT BAAI AND TRADESTREET STARTING ON PAGE 00.

THESE PORTFOLIOS INVEST IN A MIX OF NATIONS FUNDS EQUITY, FIXED INCOME AND
MONEY MARKET FUNDS.

<TABLE>
<S> <C>
[GRAPHIC APPEARS HERE]

About the portfolios
LifeGoal Portfolios
LIFEGOAL GROWTH PORTFOLIO 4
Sub-adviser: TradeStreet Investment Associates, Inc.
- ------------------------------------------------------
LIFEGOAL BALANCED GROWTH PORTFOLIO 9
Sub-adviser: TradeStreet Investment Associates, Inc.
- ------------------------------------------------------
LIFEGOAL INCOME AND GROWTH PORTFOLIO 14
Sub-adviser: TradeStreet Investment Associates, Inc.
- ------------------------------------------------------
ABOUT THE NATIONS FUNDS 19
- ------------------------------------------------------
OTHER IMPORTANT INFORMATION 24
- ------------------------------------------------------
HOW THE PORTFOLIOS ARE MANAGED 26

[GRAPHIC APPEARS HERE] About your investment

INFORMATION FOR INVESTORS
Buying, selling and exchanging shares 32
Distributions and taxes 35
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS 37
- ------------------------------------------------------
TERMS USED IN THIS PROSPECTUS 38
- ------------------------------------------------------
WHERE TO FIND MORE INFORMATION BACK COVER
</TABLE>

3
<PAGE>

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

[GRAPHIC APPEARS HERE]

ABOUT THE SUB-ADVISER

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

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP ON PAGE 00.

[GRAPHIC APPEARS HERE]

ABOUT THE UNDERLYING FUNDS

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

[GRAPHIC APPEARS HERE]

LifeGoal Growth Portfolio

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

[GRAPHIC APPEARS HERE]

INVESTMENT STRATEGIES
This Portfolio invests all of its assets in Primary A Shares of Nations
Funds equity funds.

The portfolio management team uses asset allocation as its principal
investment approach. The team:

o decides which fund categories the Portfolio will invest in and the amount
it will allocate to each category, based on the Portfolio's investment
objective, historical returns for each asset class and on the adviser's
outlook for the economy

o chooses individual Funds within each category and the amount it will
allocate to each Fund, based on historical returns and on how the team
believes Funds may affect each other within the Portfolio

o reviews the actual allocations at least monthly, and rebalances the
Portfolio's investments from time to time match the target allocations

o changes the target allocations when the team believes it's appropriate
to do so

LifeGoal Growth Portfolio's target allocations are listed in the table on the
next page. Actual allocations will vary, and the team may use various
strategies to try to manage the amount and length of time the Portfolio's
actual allocations are different from its target allocations. For example:

o if there are more assets in a fund category than in the target allocation,
the team will 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,
the team will 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 sale orders.

4
<PAGE>

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT OTHER RISKS OF INVESTING IN THIS PORTFOLIO ON PAGE 00
AND IN THE SAI.

[GRAPHIC APPEARS HERE]

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.

<TABLE>
<CAPTION>
LifeGoal Growth Portfolio target allocations
<S> <C>
Large-capitalization domestic equity funds 40-75%
Nations Value Fund
Nations Disciplined Equity Fund
Nations Capital Growth Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Managed Index 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 management team can substitute or add other Funds to this
list, including Funds introduced after the date on this prospectus.

[GRAPHIC APPEARS HERE]

RISKS AND OTHER THINGS TO CONSIDER

LifeGoal Growth Portfolio, and the Funds the Portfolio can invest in,
have the following general risks:

o INVESTMENT STRATEGY RISK - The team uses 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 the team expects, 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
team 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, like the stock
market in general, can rise or fall over short as well as long
periods. Stocks of emerging or smaller 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 if
unexpected company developments lower stock prices.

5
<PAGE>

[GRAPHIC APPEARS HERE]

THE BAR CHART SHOWS YOU THE PERFORMANCE OF THE PORTFOLIO'S PRIMARY A SHARES.
THESE RETURNS DO NOT REFLECT DEDUCTIONS OF ACCOUNT FEES, IF ANY, AND WOULD BE
LOWER IF THEY DID.

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, foreign controls on investment,
difficulties in selling securities and lack of 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 FUTURES RISK - Some Funds the Portfolio invests in use FUTURES to help
manage LIQUIDITY or to hedge portfolio risk. There is always a risk
that this could result in losses, reduce returns, increase
transaction costs and increase the Fund's volatility.

o INTEREST RATE RISK - The Portfolio allocates assets to Funds that may
invest in FIXED INCOME SECURITIES. The price of a Fund that invests
in 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 securities that are issued or backed by the U.S.
government. 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.

[GRAPHIC APPEARS HERE]

A LOOK AT THE PORTFOLIO'S PERFORMANCE
Looking at past performance can give you an idea of a Portfolio's
volatility from year to year and its average returns over time.
Performance will vary based on many factors, including market
conditions, the composition of the Portfolio's holdings and the
Portfolio's expenses. A PORTFOLIO'S PAST PERFORMANCE IS NO GUARANTEE OF
HOW IT WILL PERFORM IN THE FUTURE.

YEAR BY YEAR TOTAL RETURN (%)

[BAR CHART APPEARS HERE]

1900 1900 1900 1900 1900 1900 1900
- -------------------------------------------------
00% 00% 00% 00% 00% 00% 00%

6
<PAGE>

[GRAPHIC APPEARS HERE]

THERE ARE TWO KINDS OF FEES -- SALES CHARGES YOU PAY DIRECTLY,
AND ONGOING FEES AND EXPENSES THAT ARE DEDUCTED FROM THE
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: 0 quarter 1900: 0%
Worst: 0 quarter 1900: 0%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
1 year 5 years 10 years
<S> <C> <C> <C>
Primary A Shares 0.00% 0.00% 0.00%
[benchmark] 0.00% 0.00% 0.00%
</TABLE>

[benchmark description]

[GRAPHIC APPEARS HERE]

WHAT IT COSTS TO INVEST IN THE PORTFOLIO

<TABLE>
<CAPTION>
Fees you pay directly Primary A Shares
<S> <C>
Maximum sales charge (load)
when you buy your shares none
Maximum deferred sales charge (load)
when you sell your shares none

Ongoing fees and expenses deducted from the Portfolio's
assets
(the Portfolio's operating expenses)
Management fees 0.00%
Other expenses 0.00%
Total annual fund operating expenses 0.00%
</TABLE>

The Nations Funds the Portfolio invests in each have their own ongoing
fees and expenses. The range of indirect expenses shown below is an
estimate, expressed as a weighted average, that's 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]

<TABLE>
<S> <C>
Ongoing fees and expenses deducted from the assets of the Nations Funds
the Portfolio invests in (the Portfolio's indirect expenses)

Indirect expenses 0.88% to 1.37%
Fee waivers and/or reimbursements 0.32% to 0.15%
Total indirect expenses(1) 0.56% to 1.22%
</TABLE>

(1)The Fund's investment adviser and/or some of its other service
providers have agreed to waive fees and/or reimburse expenses until
July 31, 2000. The figures shown here are after waivers and/or
reimbursements. There is no guarantee that these waivers and/or
reimbursements will continue after this date.

7
<PAGE>

[GRAPHIC APPEARS HERE]

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 designed 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

o your investment has a 5% return each year

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

If you sold all your shares at the end of the period, your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Primary A Shares $000 $000 $000 $000
</TABLE>

8
<PAGE>

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

[GRAPHIC APPEARS HERE]

ABOUT THE SUB-ADVISER

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

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP ON PAGE 00.

[GRAPHIC APPEARS HERE]

ABOUT THE UNDERLYING FUNDS

YOU'LL FIND 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 APPEARS HERE]

INVESTMENT OBJECTIVE
This Portfolio seeks total return through a balanced portfolio of equity and
fixed income securities.

[GRAPHIC APPEARS HERE]

INVESTMENT STRATEGIES
This Portfolio invests all of its assets in Primary A Shares of a balanced
mix of Nations Funds equity and fixed income funds.

The portfolio management team uses asset allocation as its principal
investment approach. The team:

o chooses individual Funds within each category and the amount it will
allocate to each Fund, based on historical returns and on how the team
believes Funds may affect each other within the Portfolio

o reviews the actual allocations at least monthly, and rebalances the
Portfolio's investments from time to time match the target allocations

o changes the target allocations when the team believes it's appropriate
to do so

LifeGoal Balanced Growth Portfolio's target allocations are listed in the
table on the next page. Actual allocations will vary, and the team may use
various strategies to try to manage the amount and length of time the
Portfolio's actual allocations are different from its target allocations. For
example:

o if there are more assets in a fund category than in the target allocation,
the team will 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,
the team will 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 sale orders.

9
<PAGE>

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT
OTHER RISKS OF INVESTING IN
THIS PORTFOLIO ON PAGE 00
AND IN THE SAI.

[GRAPHIC APPEARS HERE]

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.

<TABLE>
<CAPTION>
LifeGoal Balanced Growth Portfolio target allocations
<S> <C>
Large-capitalization domestic equity funds 20-40%
Nations Value Fund
Nations Disciplined Equity Fund
Nations Capital Growth Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Managed Index 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 Diversified Income Fund
Nations Strategic Fixed Income Fund
</TABLE>

The portfolio management team can substitute or add other Funds to this
list, including Funds introduced after the date on this prospectus.

[GRAPHIC APPEARS HERE]

RISKS AND OTHER THINGS TO CONSIDER

LifeGoal Balanced Growth Portfolio, and the Funds the Portfolio can
invest in, have the following general risks:

10
<PAGE>

[GRAPHIC APPEARS HERE]

THE BAR CHART SHOWS YOU THE PERFORMANCE OF THE PORTFOLIO'S
PRIMARY A SHARES. THESE RETURNS DO NOT REFLECT DEDUCTIONS OF
ACCOUNT FEES, IF ANY, AND WOULD BE LOWER IF THEY DID.

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, foreign controls on investment,
difficulties in selling securities and lack of 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.

[GRAPHIC APPEARS HERE]

YEAR BY YEAR TOTAL RETURN (%)
[BAR CHART APPEARS HERE]

1900 1900 1900 1900 1900 1900 1900
- -----------------------------------------------------
00% 00% 00% 00% 00% 00% 00%

11
<PAGE>

[GRAPHIC APPEARS HERE]

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD:

<TABLE>
<S> <C>
Best: 0 quarter 1900: 0%
Worst: 0 quarter 1900: 0%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
1 year 5 years 10 years
<S> <C> <C> <C>
Primary A Shares 0.00% 0.00% 0.00%
[benchmark] 0.00% 0.00% 0.00%
</TABLE>

[benchmark description]

[GRAPHIC APPEARS HERE]

WHAT IT COSTS TO INVEST IN THE PORTFOLIO

<TABLE>
<CAPTION>
Fees you pay directly Primary A Shares
<S> <C>
Maximum sales charge (load)
when you buy your shares none
Maximum deferred sales charge (load)
when you sell your shares none

Ongoing fees and expenses deducted from the Portfolio's
assets
(the Portfolio's operating expenses)
Management fees 0.00%
Other expenses 0.00%
Total annual fund operating expenses 0.00%
</TABLE>

The Nations Funds the Portfolio invests in each have their own ongoing
fees and expenses. The range of indirect expenses shown below is an
estimate, expressed as a weighted average, that's 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]

<TABLE>
<S> <C>
Ongoing fees and expenses deducted from the assets of the Nations Funds
the Portfolio invests in (the Portfolio's indirect expenses)

Indirect expenses 0.87% to 1.15%
Fee waivers and/or reimbursements 0.26% to 0.15%
Total indirect expenses(1) 0.61% to 1.00%
</TABLE>

12
<PAGE>

[GRAPHIC APPEARS HERE]

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 designed 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

o your investment has a 5% return each year

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

If you sold all your shares at the end of the period, your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Primary A Shares $000 $000 $000 $000
</TABLE>

13
<PAGE>

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

[GRAPHIC APPEARS HERE]

ABOUT THE SUB-ADVISER

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

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND
MR. CLAPP ON PAGE 00.

[GRAPHIC APPEARS HERE]

ABOUT THE UNDERLYING FUNDS

YOU'LL FIND 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 APPEARS HERE]

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

[GRAPHIC APPEARS HERE]

INVESTMENT STRATEGIES
This Portfolio 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 management team uses asset allocation as its principal
investment approach. The team:

o chooses individual Funds within each category and the amount it will
allocate to each Fund, based on historical returns and on how the team
believes Funds may affect each other within the Portfolio

o reviews the actual allocations at least monthly, and rebalances the
Portfolio's investments from time to time match the target allocations

o changes the target allocations when the team believes it's appropriate
to do so

LifeGoal Income and Growth Portfolio's target allocations are listed in the
table on the next page. Actual allocations will vary, and the team may use
various strategies to try to manage the amount and length of time the
Portfolio's actual allocations are different from its target allocations. For
example:

o if there are more assets in a fund category than in the target allocation,
the team will 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,
the team will 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 sale orders.

14
<PAGE>

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT
OTHER RISKS OF INVESTING IN
THIS PORTFOLIO ON PAGE 00
AND IN THE SAI.

[GRAPHIC APPEARS HERE]

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.

<TABLE>
<CAPTION>
LifeGoal Income and Growth Portfolio target allocations
<S> <C>
Large-capitalization domestic equity funds 10-30%
Nations Value Fund
Nations Disciplined Equity Fund
Nations Capital Growth Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Managed Index 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 0-10%
Nations Short-Term Income Fund
Nations Short-Intermediate Government Fund
Money market funds 0-10%
Nations Prime Fund
</TABLE>

The portfolio management team can substitute or add other Funds to this
list, including Funds introduced after the date on this prospectus.

[GRAPHIC APPEARS HERE]

RISKS AND OTHER THINGS TO CONSIDER
LifeGoal Income and Growth Portfolio, and the Funds the Portfolio can
invest in, have the following general risks:

o INVESTMENT STRATEGY RISK - The team uses 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 the team expects, 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 team 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,
like the stock market in general, can rise or fall over short
as well as long periods. Stocks of emerging or smaller
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 if unexpected company
developments lower stock prices.

15
<PAGE>

[GRAPHIC APPEARS HERE]

THE BAR CHART SHOWS YOU THE PERFORMANCE OF THE PORTFOLIO'S
PRIMARY A SHARES. THESE RETURNS DO NOT REFLECT DEDUCTIONS OF
ACCOUNT FEES, IF ANY, AND WOULD BE LOWER IF THEY DID.

[GRAPHIC APPEARS HERE]

A LOOK AT THE PORTFOLIO'S PERFORMANCE

Looking at past performance can give you an idea of a Portfolio's
volatility from year to year and its average returns over time.
Performance will vary based on many factors, including market
conditions, the composition of the Portfolio's holdings and the
Portfolio's expenses. A PORTFOLIO'S PAST PERFORMANCE IS NO GUARANTEE OF
HOW IT WILL PERFORM IN THE FUTURE.

YEAR BY YEAR TOTAL RETURN (%)

[BAR CHART APPEARS HERE]

1900 1900 1900 1900 1900 1900 1900
- ----------------------------------------------------
00% 00% 00% 00% 00% 00% 00%

16
<PAGE>

[GRAPHIC APPEARS HERE]

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD:

<TABLE>
<S> <C>
Best: 0 quarter 1900: 0%
Worst: 0 quarter 1900: 0%
</TABLE>

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
1 year 5 years 10 years
<S> <C> <C> <C>
Primary A Shares 0.00% 0.00% 0.00%
[benchmark] 0.00% 0.00% 0.00%
</TABLE>

[benchmark description]

[GRAPHIC APPEARS HERE]

WHAT IT COSTS TO INVEST IN THE PORTFOLIO

<TABLE>
<CAPTION>
Fees you pay directly Primary A Shares
<S> <C>
Maximum sales charge (load)
when you buy your shares none
Maximum deferred sales charge (load)
when you sell your shares none

Ongoing fees and expenses deducted from the Portfolio's
assets
(the Portfolio's operating expenses)
Management fees 0.00%
Other expenses 0.00%
Total annual fund operating expenses 0.00%
</TABLE>

The Nations Funds the Portfolio invests in each have their own ongoing
fees and expenses. The range of indirect expenses shown below is an
estimate, expressed as a weighted average, that's 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]

<TABLE>
<S> <C>
Ongoing fees and expenses deducted from the assets of the Nations Funds the
Portfolio invests in (the Portfolio's indirect expenses)

Indirect expenses 0.74% to 1.10%
Fee waivers and/or reimbursements 0.25% to 0.21%
Total indirect expenses(1) 0.49% to 0.89%
</TABLE>

17
<PAGE>

[GRAPHIC APPEARS HERE]

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 designed 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

o your investment has a 5% return each year

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

If you sold all your shares at the end of the period, your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Primary A Shares $000 $000 $000 $000
</TABLE>

18
<PAGE>

About the Nations Funds

The next few pages give you a brief overview of the objectives and principal
investments of the Nations Funds the LifeGoal Portfolios invest in. Not all of
the Portfolios invest in every Fund. Please turn to the Portfolio descriptions
to find out each Portfolio's target allocations. The portfolio management team
can substitute or add other Funds to this list, including Funds introduced
after the date on this prospectus.

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.

19
<PAGE>

<TABLE>
<CAPTION>
The Fund's investment objective
-------------------------------------------
<S> <C>
EQUITY FUNDS
Nations Capital Growth Fund Growth of capital by investing in
companies that are believed to have
superior earnings growth potential.
- ------------------------------------------------------------------------------
Nations Disciplined Equity Fund Growth of capital by investing in
companies that are expected to produce
significant increases in earnings per
share.
- ------------------------------------------------------------------------------
Nations Emerging Growth Fund Capital appreciation by investing in
emerging growth companies that are
believed to have superior long-term
earnings growth prospects.
- ------------------------------------------------------------------------------
Nations Managed Index Fund Total return that (before fees and
expenses) exceeds the total return of the
S&P 500.
- ------------------------------------------------------------------------------
Nations Managed SmallCap Total return that (before fees and
Index Fund expenses) exceeds the total return of the
S&P SmallCap 600.
- ------------------------------------------------------------------------------
Nations Marsico Focused Long-term growth of capital.
Equities Fund
- ------------------------------------------------------------------------------
Nations Marsico Growth & Long-term growth of capital with a
Income Fund limited emphasis on income.
- ---------------------------------- -------------------------------------------
Nations Small Company Growth Long-term capital growth by investing
Fund primarily in equity securities.
- ---------------------------------- -------------------------------------------

<CAPTION>
What the Fund invests in
---------------------------------------------
<S> <C>
EQUITY FUNDS
Nations Capital Growth Fund o at least 65% of its assets in common stocks
of companies that have one or more of the
following the 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
o up to 20% of its assets in foreign
securities
- --------------------------------------------------------------------------------
Nations Disciplined Equity Fund o at least 65% of its assets in common stocks
of large and medium-sized U.S. companies.
These companies typically have a market
capitalization of $1 billion or more
o up to 20% of its assets in foreign
securities
- --------------------------------------------------------------------------------
Nations Emerging Growth Fund o at least 65% of its assets in companies
chosen from a universe of emerging growth
companies. The Fund generally holds 75 to
130 securities, which include common
stocks, preferred stocks and convertible
securities like warrants, rights and
convertible debt
o up to 20% of its assets in foreign
securities
- --------------------------------------------------------------------------------
Nations Managed Index Fund o at least 80% of its assets in stocks that
are included in the S&P 500. The S&P 500
is an index of 500 common stocks chosen by
Standard & Poor's on a statistical basis
- --------------------------------------------------------------------------------
Nations Managed SmallCap o at least 80% of its assets in stocks that
Index Fund are included in the S&P SmallCap 600, a
benchmark of the performance of small
capitalization stocks. It includes 600
U.S. stocks chosen by S&P based on market
size, liquidity and industry group
- --------------------------------------------------------------------------------
Nations Marsico Focused o at least 65% of its assets in common
Equities Fund stocks of large companies. The Fund, which
is non-diversified, generally holds a core
position of 20 to 30 of common stocks
o up to 25% of its assets in foreign
securities
- --------------------------------------------------------------------------------
Nations Marsico Growth & o up to 75% of its assets in equity
Income Fund securities that are believed to have
significant growth potential. The Fund
generally holds 35 to 50 securities and
emphasizes large-capitalization common
stocks

o at least 25% of its assets in equity and
fixed income securities that are believed
to have income potential

- --------------------------------------------------------------------------------
Nations Small Company Growth o at least 65% of its assets in companies
Fund with a 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>

20
<PAGE>

<TABLE>
<CAPTION>
The Fund's investment objective
- --------------------------------------------------------------------------------
<S> <C>
Nations Value Fund Growth of capital by investing in
companies that are believed to be
undervalued.
- --------------------------------------------------------------------------------
INTERNATIONAL FUNDS
Nations Emerging Markets Fund Long-term capital growth by investing
primarily in equity securities of
companies in emerging market
countries, such as those in Latin
America, Eastern Europe, the Pacific
Basin, the Far East and India.
- --------------------------------------------------------------------------------
Nations International Growth Fund Long-term capital growth by investing
primarily in equity securities of
companies domiciled in countries
outside the United States and listed on
major stock exchanges primarily in
Europe and the Pacific Basin.
- --------------------------------------------------------------------------------
Nations International Equity Fund Long-term capital growth by investing
primarily in equity securities of
non-United States companies in Europe,
Australia, the Far East and other regions,
including developing countries.
- --------------------------------------------------------------------------------
Nations International Value Fund Long-term capital growth by investing
primarily in equity securities of foreign
issuers, including emerging markets
countries.
- --------------------------------------------------------------------------------

<CAPTION>
What the Fund invests in
-------------------------------------------
<S> <C>
Nations Value Fund o at least 65% of its assets in common
stocks of U.S. companies. The Fund
generally invests in companies in a broad
range of industries with market
capitalizations of at least $1 billion
and daily trading volumes of at least
$3 million.

o securities are principally common stocks,
preferred stocks, convertible securities,
equity interests in foreign investment
funds or trusts, and depositary receipts
- --------------------------------------------------------------------------------
INTERNATIONAL FUNDS
Nations Emerging Markets Fund o at least 65% of its assets in companies
in emerging markets or developing
countries. The Fund intends to invest in
securities of companies in at least
three of these countries at any one time
- --------------------------------------------------------------------------------
Nations International Growth Fund o at least 65% of its assets in securities
of issuers located in developing
countries in the Asia-Pacific region,
Africa, Latin America and Eastern Europe
o securities are principally common stocks,
preferred stocks and convertible
securities
- --------------------------------------------------------------------------------
Nations International Equity Fund o at least 65% of its assets in established
companies located in at least three
countries other than the United States.
The portfolio management team selects
countries, including emerging market or
developing countries, that it believes
have the potential for growth

o securities are principally common stocks,
but the Fund may also invest in equity
interests in foreign investment funds or
trusts, real estate investment trust
securities and depositary receipts

o up to 35% of its assets in convertible
securities, preferred stocks, bonds,
notes, and other fixed income securities,
including Eurodollar and foreign
government securities
- --------------------------------------------------------------------------------
Nations International Value Fund o at least 65% of its assets in foreign
companies anywhere in the world that have
a market capitalization of more than
$1 billion at the time of investment.
The Fund typically invests in at least
three countries other than the United
States at any one time

o securities are principally common stocks,
preferred stocks, convertible securities,
shares of closed-end investment
companies, and depositary receipts

o up to 35% of its assets in fixed income
securities
- --------------------------------------------------------------------------------
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
The Fund's investment objective
- --------------------------------------------------------------------------------
<S> <C>
FIXED INCOME FUNDS
Nations Diversified Income Fund Total return with an emphasis on current
income by investing in a diversified
portfolio of fixed income securities.
- --------------------------------------------------------------------------------
Nations Short-Intermediate High current income consistent with
Government Fund modest fluctuation of principal.
- --------------------------------------------------------------------------------
Nations Short-Term Income Fund High current income consistent with
minimal fluctuations of principal
- --------------------------------------------------------------------------------
Nations Strategic Fixed Income Total return by investing in investment
Fund grade fixed income securities.
- --------------------------------------------------------------------------------
MONEY MARKET FUND
Nations Prime Fund Maximization of current income to the
extent consistent with the preservation
of capital and maintenance of liquidity.

<CAPTION>
What the Fund invests in
- --------------------------------------------------------------------------------
<S> <C>
FIXED INCOME FUNDS
Nations Diversified Income Fund o at least 65% of its assets in investment
grade debt securities, including
corporate debt 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 to rated securities at
the time of investment
- --------------------------------------------------------------------------------
Nations Short-Intermediate o almost all of its assets in U.S.
Government Fund government obligations and repurchase
agreements relating to these obligations.
It may invest in mortgage - related
securities issued by governments or
corporations
- --------------------------------------------------------------------------------
Nations Short-Term Income Fund o at least 65% of its total assets in
investment grade securities. The
portfolio management team may choose
unrated securities if it believes they
are of similar quality to rated
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 Strategic Fixed Income o at least 65% of its assets in investment
Fund grade fixed income securities.
The portfolio management team may choose
unrated securities if it believes they
are of comparable quality to rated
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, municipal securities, and
dividend-paying preferred and common
stock

o any amount of its assets in high quality
money market instruments, repurchase
agreements and cash, if market conditions
warrant it. These can be issued by
foreign banks and foreign branches of
U.S. banks
- --------------------------------------------------------------------------------
MONEY MARKET FUND
Nations Prime Fund o money market instruments, including
commercial paper, bank obligations,
short-term corporate obligations,
guaranteed investment contracts,
short-term taxable municipal securities,
repurchase agreements secured by
first-tier securities or U.S. government
obligations
</TABLE>

22
<PAGE>

[GRAPHIC APPEARS HERE]

YOU'LL FIND SPECIFIC INFORMATION ABOUT EACH PORTFOLIO'S
PRINCIPAL INVESTMENTS, STRATEGIES AND RISKS IN THE DESCRIPTIONS
STARTING ON PAGE 00.

[GRAPHIC APPEARS HERE]

Other important information

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

o YOUR INVESTMENT IN THESE PORTFOLIOS IS NOT A BANK DEPOSIT AND IS NOT
INSURED OR GUARANTEED BY BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (BANK OF AMERICA), THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. YOUR INVESTMENT MAY LOSE
MONEY.

o AFFILIATES OF BANK OF AMERICA ARE PAID FOR THE SERVICES THEY PROVIDE TO
THE PORTFOLIOS.

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.

o FOREIGN INVESTMENT RISK - Funds that invest in foreign securities can be
affected by the risks of foreign investing. Funds that invest in
foreign securities may be affected by changes in currency exchange
rates and the costs of converting currencies; foreign government
controls on foreign investment, repatriation of capital, and
currency and exchange; foreign taxes; inadequate supervision and
regulation of some foreign markets; volatility from a lack of
LIQUIDITY; 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.

Securities issued by companies in developing or emerging market
countries, like those in Eastern Europe, the Pacific Basin and the
Far East, 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 downturns 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.

23
<PAGE>

o PORTFOLIO TURNOVER - A Portfolio that replaces -- or turns over -- more
than 100% of its securities in a year may have higher brokerage
costs than a Portfolio that is trading less frequently. This may
also result in larger distributions of CAPITAL GAINS to
shareholders. All of the Portfolios generally buy securities for
capital appreciation, investment income, or both, and do not engage
in short-term trading. The annual portfolio turnover rate for the
Portfolios is expected to be no more than 50%. You'll find the
portfolio turnover rate for each Portfolio in the 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 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 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
many foreign issuers, governments or other entities may not be ready for
the year 2000.

24
<PAGE>

[GRAPHIC APPEARS HERE]

BANC OF AMERICA ADVISORS, INC.

ONE BANK OF AMERICA PLAZA
CHARLOTTE, NORTH CAROLINA 28255

[GRAPHIC APPEARS HERE]

How the Portfolios are managed

INVESTMENT ADVISER
BAAI is the investment adviser to the Portfolios, as well as to over 60 other
mutual fund portfolios in the Nations Funds Family.

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 Nations Funds.

BAAI has agreed to waive fees and/or reimburse expenses for certain Funds
until July 31, 2000. You'll find a discussion of any waiver and/or
reimbursement in the Fund descriptions. There is no assurance that BAAI will
continue to waive and/or reimburse any fees and/or expenses after this date.

The following chart shows the maximum advisory fees BAAI can receive, along
with the actual advisory fees it received during the Funds' last fiscal period
(April 1, 1998 to March 31, 1999), after waivers and 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 0.00 0.00
Nations LifeGoal Balanced Growth Portfolio 0.00 0.00
Nations LifeGoal Income and Growth Portfolio 0.00 0.00
</TABLE>

25
<PAGE>

[GRAPHIC APPEARS HERE]

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 to provide
day-to-day portfolio management for the Portfolios. These sub-advisers
function under the supervision of the Boards of Directors/Trustees of Nations
Funds and BAAI.

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.

Currently managing more than [$70] billion, TradeStreet has more than 140
institutional clients and is sub-adviser to [48] mutual funds in the Nations
Funds Family. TradeStreet uses a team approach to investment management. Each
team has access to the latest analytic technology and expertise.

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 the Portfolios.

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 director of TradeStreet's 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.

26
<PAGE>

[GRAPHIC APPEARS HERE]

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 the Funds.

<TABLE>
<CAPTION>
Fund TradeStreet Team
<S> <C>
Nations Value Fund Value Management Team
Nations Emerging Growth Fund Strategic Growth Management Team
Nations Small Company Growth Fund Strategic Growth Management Team
Nations Disciplined Equity Fund Structured Products Management Team
Nations Capital Growth Fund Core Growth Management Team
Nations Managed Index Fund Structured Products Management Team
Nations Managed SmallCap Index Fund Structured Products 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 $[65] billion
in assets under management.

Marsico Management Holdings, LLC, a wholly owned subsidiary of NationsBank,
owns 50% of the equity of Marsico Capital.

Marsico Capital is the investment sub-adviser to:

o Nations Marsico Focused Equities Fund

o Nations Marsico Growth & Income Fund

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 Funds. Before forming the company, Mr. Marsico was an
executive vice president and portfolio manager at Janus Capital Corporation.
He has more than 20 years of experience as a securities analyst and portfolio
manager.

27
<PAGE>

[GRAPHIC APPEARS HERE]

BRANDES INVESTMENT
PARTNERS, L.P.

12750 HIGH BLUFF DRIVE
SAN DIEGO, CALIFORNIA 92130

[GRAPHIC APPEARS HERE]

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 37 investment
professionals who manage more than $20 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 $0 billion in assets.

Gartmore is a joint venture structured as a general partnership between NB
Partner Corp., a wholly owned subsidiary of NationsBank, 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 Fund

Gartmore is the investment sub-adviser to:

o Nations International Growth Fund

o Nations Emerging Markets Fund

Nations International Equity Fund is co-managed by five portfolio
managers:

PHILIP EHRMANN has been responsible since June 1998 for the Fund's investments
in developing countries. He has also been the principal portfolio manager for
Nations Emerging Markets Fund since he joined Gartmore in 1995, and is head of
the Gartmore Emerging Markets Team. Before he joined Gartmore, Mr. Ehrmann was
the director of emerging markets for Invesco in London. He began his career in
1981 as an institutional stock broker with Rowe & Pitman Inc. and also spent a
brief period with Prudential Bache Securities as an institutional salesman
before joining Invesco in 1984. Mr. Ehrmann graduated from the London School
of Economics with a degree in Economics, Industry and Trade.

SEOK TEOH has been responsible since June 1998 for the Fund's investments in
Asia. She has also been principal portfolio manager of Nations Pacific Growth
Fund since it was formed in June 1995. Ms. Teoh has been with Gartmore since
1990 as the London based manager of its Far East Team. Previously, she managed
four equity funds for Rothschild 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.

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<PAGE>

MARK FAWCETT has been responsible since June 1998 for the Fund's investments
in Japan. He is also senior investment manager for the Gartmore Japanese
Equities Team and has specific responsibility for large stock research. Before
joining Gartmore in 1991, he worked on the Far East desk of Provident Mutual
managing funds invested in Japan. He graduated from Oxford University in 1986
with an honors degree in Mathematics and Philosophy.

STEPHEN JONES has been responsible for the Fund's 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 the Fund's
assets among the various regions in which it invests, and for determining the
funds investments in regions not covered by the other portfolio managers. He
was the Fund's 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 its inception. 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 PHILIP EHRMANN, the head of
Gartmore Emerging Markets Team. He has managed the Fund since 1995. He also
co-manages Nations International Equity Fund.

29
<PAGE>

[GRAPHIC APPEARS HERE]

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

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

[GRAPHIC APPEARS HERE]

PUTNAM INVESTMENT
MANAGEMENT, INC.

ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109

[GRAPHIC APPEARS HERE]

STEPHENS INC.

111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201

[GRAPHIC APPEARS HERE]

FIRST DATA INVESTOR
SERVICES GROUP, INC.

ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109

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 Fund. 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
Fund. 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. Stephens may pay
service fees or commissions to companies that assist investors in buying
shares of the Portfolios.

First Data Investor Services Group, Inc. (First Data) is also co-administrator
of the Portfolios, and assists in overseeing the administrative operations of
the Funds. First Data may receive up to $10,000 a year for each LifeGoal
Portfolio. This fee is paid by BAAI.

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

30
<PAGE>

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

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FINANCIAL INSTITUTIONS AND INTERMEDIARIES MAY HAVE DIFFERENT
LIMITS, CHARGE OTHER FEES, OR HAVE DIFFERENT POLICIES FOR
BUYING, SELLING AND EXCHANGING SHARES THAN THOSE DESCRIBED IN
THIS PROSPECTUS.

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 NEW YORK STOCK EXCHANGE (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 (OBSERVED),
INDEPENDENCE DAY, LABOR DAY, THANKSGIVING DAY AND CHRISTMAS
DAY.

[GRAPHIC APPEARS HERE]

Buying, selling and exchanging shares

In general, only the following categories of investors can buy Primary A
Shares:

o financial institutions and intermediaries, including Bank of America, its
affiliates, and other financial institutions, and fee-based investment
advisers and financial planners, for their own accounts or [fiduciary]
client accounts

o employee benefit plans

o charitable foundations

o endowments

o other Funds in the Nations Funds Family

The minimum initial investment for each investor of record is $250,000.
Investments made on behalf of client accounts of a single financial
institution or intermediary are aggregated for the purposes of this minimum
initial investment amount. There is no minimum for additional investments.

Investors don't pay any sales charges when they buy, sell or exchange Primary
A Shares.

Please contact your financial adviser, or call us at 1.800.765.2668 if you
have any questions about how to place 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.

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<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. If this happens, we'll return any money we've received
to the investor.

[GRAPHIC APPEARS HERE]

BUYING SHARES

Here are some general rules for buying shares:

o Investors buy Primary A 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 and notify the investor. We'll
return any payment for orders that we refuse or do not receive to
the investor.

o Financial institutions and intermediaries are responsible for
sending us orders for their clients and for ensuring that we
receive payment on time. Telephone orders may be difficult to
complete during periods of significant economic or market change.

o Shares purchased are recorded on the books of the Fund. 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 APPEARS HERE]

SELLING SHARES

Here are some general rules for selling shares:

o We normally send the sale proceeds by federal funds wire to
investors 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 Under certain circumstances allowed under the 1940 Act, we can pay
investors in securities or other property when they sell shares,
or delay payment of the sale proceeds for up to seven days.

We may sell shares:

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

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<PAGE>

[GRAPHIC APPEARS HERE]

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

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 APPEARS HERE]

EXCHANGING SHARES

Investors can sell shares of a Fund to buy shares of another 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 A Shares of a Portfolio for Primary
A Shares of another Portfolio or all other Nations Funds.

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

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

o Exchanges can generally only be made into a 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 (currently 60
days for a material change or cancellation), unless we are required
to do so because of unusual circumstances.

o Shares that are held in certificate form cannot be exchanged until
First Data has received the certificate and deposited the shares to
the investor's account.

o Telephone orders may be difficult to complete during periods of
significant economic or market change.

33
<PAGE>

[GRAPHIC APPEARS HERE]

THE POWER OF COMPOUNDING

YOU CAN CHOOSE TO REINVEST YOUR DISTRIBUTIONS IN ADDITIONAL
SHARES OF THE SAME PORTFOLIO AND CLASS.

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.

[GRAPHIC APPEARS HERE]

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 GAINS 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 gains to its shareholders. The Funds
intend to pay out a sufficient amount of their income and capital gains to
their shareholders so the Funds won't have to pay any income tax. When a Fund
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 gains, including net short-term capital gains, at least once
a year.

A distribution is paid based on the number of shares you hold on the day
before the distribution is declared. Shares are eligible to receive
distributions from the TRADE DATE of the purchase, as long as it's at least
one day before a distribution is declared, up to 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.

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 want to
receive your distributions 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 gains, you will, in effect, receive part of
your purchase back if and when the Portfolio sells those securities, and
realizes 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 gains.

34
<PAGE>

[GRAPHIC APPEARS HERE]

THIS INFORMATION IS A SUMMARY OF HOW FEDERAL INCOME TAXES MAY
AFFECT YOUR INVESTMENT IN THE FUNDS. 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 APPEARS HERE]

FOR MORE INFORMATION ABOUT TAXES, PLEASE SEE THE SAI.

HOW TAXES AFFECT YOUR INVESTMENT
Distributions that come from net investment income, including 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 gains. Individual, trust and estate shareholders
may be taxed on these distributions at preferential rates.

In general, all distributions are taxable to you when paid, whether they are
paid in cash or automatically reinvested in additional shares of the Fund.
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
sale 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 required by federal law to withhold tax on distributions paid to
some foreign shareholders.

TAXATION OF REDEMPTIONS AND EXCHANGES
Your redemptions (including redemptions "in kind") and exchanges of 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.

35
<PAGE>

[GRAPHIC APPEARS HERE]

Financial highlights

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

This information has been audited by PricewaterhouseCoopers LLP. You'll find
the auditor's report and Nations Funds financial statements in the SAI. Please
see the back cover to find out how you can get a copy.

[financial highlights tables for each Fund here]

36
<PAGE>

[GRAPHIC APPEARS HERE]

Terms used in this prospectus

ASSET-BACKED SECURITY - a debt security that gives you a share in a pool of
assets that is backed by loan paper, accounts receivable or other assets,
including mortgages, generally issued by banks, credit card companies or other
lenders. Some securities may be issued or guaranteed by the U.S. government or
by any of its agencies, authorities or instrumentalities. Asset-backed
securities make periodic payments, which may be interest or a combination of
interest and a portion of the principal of the underlying assets.

BARRA INDEX(1) an index of approximately 340 common stocks from the S&P 500
that have low price-to-book ratios. These stocks generally tend to have higher
yields and less volatility than other stocks included in the S&P 500.

BARRA SMALLCAP INDEX(1)- an index of approximately 375 common stocks from the
S&P 600 that have low price-to-book ratios. These stocks generally tend to
have higher yields and less volatility than other stocks included in the S&P
600.

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

COMMON STOCK - an equity security that represents part 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 and date. Convertible securities
include convertible debt, rights and warrants.

DEBT SECURITY - when you invest in a debt security, you are 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 - securities representing securities of companies based in
countries other than the U.S. Examples include ADRs, 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.

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<PAGE>

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

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 government or
corporation.

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 date. The price is set through
a futures exchange.

INVESTMENT GRADE - a debt security that has been given a medium to high credit
rating (BBB or higher) by a nationally recognized statistical rating
organization (NRSRO), based on the issuer's ability to pay interest and repay
principal on time. A debt security that has not been rated, but is believed to
be of comparable quality, may also be considered investment grade. Please see
the SAI for more information about credit ratings.

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

MONEY MARKET INSTRUMENT - a short-term debt security that matures in one year
or less. Money market instruments include U.S. Treasury obligations, U.S.
government obligations, certificates of deposit, bankers' acceptances,
commercial paper, repurchase agreements and municipal securities.

MORTGAGE-BACKED SECURITY - a debt security that gives you a share in (or 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 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.

MUNICIPAL DEBT SECURITY - a debt security issued by state or local governments
or governmental authorities to pay for public projects and services. "General
obligations" are 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.

38
<PAGE>

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 fewer securities than other kinds of
funds. This increases the risk that its value could go down significantly if
one or more of its investments performs poorly. Non-diversified funds tend to
have greater price swings than more diversified funds.

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

PREFERRED STOCK - an equity security that gives you an ownership right in a
company, on a different basis than 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.

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.

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.

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

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.

S&P 500(1) - Standard & Poor's 500 Composite Stock Price Index, an index of 500
common stocks chosen by S&P on a statistical basis.

S&P 600(1) - Standard & Poor's SmallCap 600 Index, is designed to be a
benchmark of the performance of small capitalization stocks. It includes 600
U.S. stocks chosen by S&P based on market size, liquidity and industry group.

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.

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.

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<PAGE>

U.S. GOVERNMENT OBLIGATION - a debt security issued or guaranteed by the U.S.
government or any of its agencies, authorities or instrumentalities. Direct
obligations are 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.

(1) 1S&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.

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Where to find more information

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

[GRAPHIC APPEARS HERE]

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.

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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 by contacting Nations
Funds:

By telephone: 1.800.765.2668

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

On the Internet: WWW.NATIONSBANK.COM/NATIONSFUND

If you prefer, you can write or call 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.

PUBLIC REFERENCE SECTION OF THE SEC
WASHINGTON, DC 20549-6009
1-800-SEC-0330
HTTP://WWW.SEC.GOV

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SEC file numbers:
[Nations Fund Trust, 811-04305]

NF-00000-8/99

<PAGE>

[GRAPHIC APPEARS HERE]

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

<PAGE>

ABOUT THIS PROSPECTUS
- --------------------------------------------------------------------------------
[GRAPHIC APPEARS HERE]
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 APPEARS HERE]

YOU'LL FIND TERMS USED IN
THIS PROSPECTUS ON PAGE 0.

[GRAPHIC APPEARS HERE]

FOR MORE INFORMATION

YOU'LL FIND MORE INFORMATION ABOUT THE PORTFOLIOS IN THE STATEMENT OF ADDITIONAL
INFORMATION (SAI). THE SAI INCLUDES DETAILED INFORMATION ABOUT EACH PORTFOLIO'S
INVESTMENTS, POLICIES, PERFORMANCE AND MANAGEMENT, AMONG OTHER THINGS. THE SAI
IS LEGALLY CONSIDERED TO BE PART OF THIS PROSPECTUS BECAUSE IT'S INCORPORATED BY
REFERENCE. TURN TO THE BACK COVER TO FIND OUT HOW YOU CAN GET A COPY OF THE SAI.

Unlike traditional mutual funds, which invest in individual securities, the
Portfolios invest in a mix of Nations Funds equity, fixed income or money market
funds using an asset allocation approach.

Asset allocation is the process of developing a diversified portfolio by
investing in different asset classes -- for example, EQUITY SECURITIES, FIXED
INCOME SECURITIES, and MONEY MARKET INSTRUMENTS -- in varying proportions.
Combining the classes in one portfolio can help reduce risk and increase returns
because at least one asset class should have the potential to be a stronger
performer regardless of market conditions.

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. There's always a risk that you'll lose money or you may not
earn as much as you expect.

LifeGoal Balanced Growth Portfolio focuses on long-term growth by 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 tend to fall.

All of these Portfolios are best suited for longer-term investment goals or as
part of a balanced portfolio. They may not be suitable for people who are not
prepared to accept or are unable to bear the risks associated with equity and
fixed-income securities, who have short-term investment goals or who are 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 00.

If you have any questions about the Portfolios, please call us at 1.800.621.2192
or contact your financial adviser.

[GRAPHIC LOGO NATIONS FUNDS APPEARS HERE]
INVESTMENTS FOR A LIFETIME

2
<PAGE>

WHAT'S INSIDE
- --------------------------------------------------------------------------------
[GRAPHIC APPEARS HERE]

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 APPEARS HERE]

YOU'LL FIND MORE ABOUT BAAI AND TRADESTREET STARTING ON PAGE 00.

THESE PORTFOLIOS INVEST IN A MIX OF NATIONS FUNDS EQUITY, FIXED INCOME AND MONEY
MARKET FUNDS.

[GRAPHIC APPEARS HERE]
ABOUT THE PORTFOLIOS

LifeGoal Portfolios
LIFEGOAL GROWTH PORTFOLIO 4
Sub-adviser: TradeStreet Investment Associates, Inc.
- --------------------------------------------------------------------------------
LIFEGOAL BALANCED GROWTH PORTFOLIO 9
Sub-adviser: TradeStreet Investment Associates, Inc.
- --------------------------------------------------------------------------------
LIFEGOAL INCOME AND GROWTH PORTFOLIO 14
Sub-adviser: TradeStreet Investment Associates, Inc.
- --------------------------------------------------------------------------------
ABOUT THE NATIONS FUNDS 19
- --------------------------------------------------------------------------------
OTHER IMPORTANT INFORMATION 23
- --------------------------------------------------------------------------------
HOW THE PORTFOLIOS ARE MANAGED 25

[GRAPHIC APPEARS HERE]
About your investment

INFORMATION FOR INVESTORS

Buying, selling and exchanging shares 31
How selling agents are paid 34
Distributions and taxes 35
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 37
- --------------------------------------------------------------------------------
TERMS USED IN THIS PROSPECTUS 38
- --------------------------------------------------------------------------------
WHERE TO FIND MORE INFORMATION BACK COVER

3
<PAGE>

ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------
[GRAPHIC APPEARS HERE]

ABOUT THE SUB-ADVISER

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

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP ON PAGE 00.

[GRAPHIC APPEARS HERE]

ABOUT THE UNDERLYING FUNDS

YOU'LL FIND 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 APPEARS HERE]

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

[GRAPHIC APPEARS HERE]

INVESTMENT STRATEGIES
This Portfolio invests all of its assets in Primary A Shares of Nations
Funds equity funds.

The portfolio management team uses asset allocation as its principal investment
approach. The team:

o chooses individual Funds within each category and the amount it will
allocate to each Fund, based on historical returns and on how the team
believes Funds may affect each other within the Portfolio

o reviews the actual allocations at least monthly, and rebalances the
Portfolio's investments from time to time match the target allocations

o changes the target allocations when the team believes it's appropriate to
do so

LifeGoal Growth Portfolio's target allocations are listed in the table on the
next page. Actual allocations will vary, and the team may use various strategies
to try to manage the amount and length of time the Portfolio's actual
allocations are different from its target allocations. For example:

o if there are more assets in a fund category than in the target allocation,
the team will 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,
the team will 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 sale orders.

4
<PAGE>

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT OTHER RISKS OF INVESTING IN THIS PORTFOLIO ON PAGE 00 AND
IN THE SAI.

[GRAPHIC APPEARS HERE]

YOU'LL FIND DETAILED INFORMATION ABOUT EACH FUND'S INVESTMENT STRATEGIES AND
RISKS IN ITS PROSPECTUS, AND IN ITS SAI. PLEASE CALL US AT 1.800.621.2192 FOR A
COPY.

LIFEGOAL GROWTH PORTFOLIO TARGET ALLOCATIONS

Large-capitalization domestic equity funds 40-75%
Nations Value Fund
Nations Disciplined Equity Fund
Nations Capital Growth Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Managed Index 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

The portfolio management team can substitute or add other Funds to
this list, including Funds introduced after the date on this
prospectus.

[GRAPHIC APPEARS HERE]

RISKS AND OTHER THINGS TO CONSIDER
LifeGoal Growth Portfolio, and the Funds the Portfolio can invest in, have the
following general risks:

o INVESTMENT STRATEGY RISK - The team uses 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 the team expects, 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 team 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, like the stock market in
general, can rise or fall over short as well as long periods. Stocks of
emerging or smaller 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 if unexpected company developments lower stock prices.

5
<PAGE>

[GRAPHIC APPEARS HERE]

THE BAR CHART SHOWS YOU THE PERFORMANCE OF THE PORTFOLIO'S PRIMARY B SHARES.
THESE RETURNS DO NOT REFLECT DEDUCTIONS OF ACCOUNT FEES, IF ANY, AND WOULD BE
LOWER IF THEY DID.

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, foreign controls on investment, difficulties in
selling securities and lack of 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 use FUTURES to help
manage LIQUIDITY or to hedge portfolio risk. There is always a risk that
this could result in losses, reduce returns, increase transaction costs and
increase the Fund's volatility.

o INTEREST RATE RISK - The Portfolio allocates assets to Funds that may
invest in FIXED INCOME SECURITIES. The price of a Fund that invests in
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 securities that are
issued or backed by the U.S. government. 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.

[GRAPHIC APPEARS HERE]

A LOOK AT THE PORTFOLIO'S PERFORMANCE

Looking at past performance can give you an idea of a Portfolio's volatility
from year to year and its average returns over time. Performance will vary based
on many factors, including market conditions, the composition of the Portfolio's
holdings and the Portfolio's expenses. A PORTFOLIO'S PAST PERFORMANCE IS NO
GUARANTEE OF HOW IT WILL PERFORM IN THE FUTURE.

YEAR BY YEAR TOTAL RETURN (%)
[GRAPHIC APPEARS HERE]
(A bar chart appears here. See the table below for plot points.)

1900 1900 1900 1900 1900 1900 1900
00% 00% 00% 00% 00% 00% 00%

6
<PAGE>

[GRAPHIC APPEARS HERE]

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

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD:

Best: 0 quarter 1900: 0%
Worst: 0 quarter 1900: 0%

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 year 5 years 10 years
Primary B Shares 0.00% 0.00% 0.00%
[benchmark] 0.00% 0.00% 0.00%

[benchmark description]

[GRAPHIC APPEARS HERE]

WHAT IT COSTS TO INVEST IN THE PORTFOLIO

Fees you pay directly Primary B Shares
Maximum sales charge (load) when
you buy your shares none
Maximum deferred sales charge (load) when
you sell your shares none

Ongoing fees and expenses deducted from the Portfolio's assets (the
Portfolio's operating expenses)
Management fees 0.00%
Service fees 0.00%
Other expenses 0.00%
Total annual fund operating expenses 0.00%

Ongoing fees and expenses deducted from the assets of the Nations
Funds the Portfolio invests in (the Portfolio's indirect expenses)

The Nations Funds the Portfolio invests in each have their own
ongoing fees and expenses. The range of indirect expenses shown below
is an estimate, expressed as a weighted average, that's based on:

o the amount the Portfolio expect s to invest in each Fund, based on
the target allocation
o each Fund's annualized expense ratio for the period ended [March 31
, 1999]

Indirect expenses 0.88% to 1.37%
Fee waivers and/or reimbursements 0.32% to 0.15%
Total indirect expenses(1) 0.56% to 1.22%

7
<PAGE>

[GRAPHIC APPEARS HERE]

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 designed 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

o your investment has a 5% return each year

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

If you sold all your shares at the end of the period, your costs would be:

1 year 3 years 5 years 10 years
Primary B Shares $000 $000 $000 $000

8
<PAGE>

ABOUT THE PORTFOLIOS
[GRAPHIC APPEARS HERE]

ABOUT THE SUB-ADVISER

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

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP ON PAGE 00.

[GRAPHIC APPEARS HERE]

ABOUT THE UNDERLYING FUNDS

YOU'LL FIND 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 APPEARS HERE]

INVESTMENT OBJECTIVE
This Portfolio seeks total return through a balanced portfolio of equity and
fixed income securities.

[GRAPHIC APPEARS HERE]
INVESTMENT STRATEGIES
This Portfolio invests all of its assets in Primary A Shares of a balanced mix
of Nations Funds equity and fixed income funds.

The portfolio management team uses asset allocation as its principal investment
approach. The team:

o chooses individual Funds within each category and the amount it will
allocate to each Fund, based on historical returns and on how the team
believes Funds may affect each other within the Portfolio

o reviews the actual allocations at least monthly, and rebalances the
Portfolio's investments from time to time match the target allocations

o changes the target allocations when the team believes it's appropriate to
do so

LifeGoal Balanced Growth Portfolio's target allocations are listed in the table
on the next page. Actual allocations will vary, and the team may use various
strategies to try to manage the amount and length of time the Portfolio's actual
allocations are different from its target allocations. For example:

o if there are more assets in a fund category than in the target allocation,
the team will 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,
the team will 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 sale orders.

9
<PAGE>

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT OTHER RISKS OF INVESTING IN THIS PORTFOLIO ON PAGE 00 AND
IN THE SAI.

[GRAPHIC APPEARS HERE]

YOU'LL FIND DETAILED INFORMATION ABOUT EACH FUND'S INVESTMENT STRATEGIES AND
RISKS IN ITS PROSPECTUS, AND IN ITS SAI. PLEASE CALL US AT 1.800.621.2192 FOR A
COPY.

LIFEGOAL BALANCED GROWTH PORTFOLIO TARGET ALLOCATIONS
Large-capitalization domestic equity funds 20-40%
Nations Value Fund
Nations Disciplined Equity Fund
Nations Capital Growth Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Managed Index 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 Diversified Income Fund
Nations Strategic Fixed Income Fund

The portfolio management team can substitute or add other Funds to
this list, including Funds introduced after the date on this
prospectus.

[GRAPHIC APPEARS HERE]

RISKS AND OTHER THINGS TO CONSIDER
LifeGoal Balanced Growth Portfolio, and the Funds the Portfolio can invest in,
have the following general risks:

o INVESTMENT STRATEGY RISK - The team uses 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 the team expects, 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 team 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, like the stock market in
general, can rise or fall over short as well as long periods. Stocks of
emerging or smaller 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 if unexpected company developments lower stock prices.

10
<PAGE>

[GRAPHIC APPEARS HERE]

THE BAR CHART SHOWS YOU THE PERFORMANCE OF THE PORTFOLIO'S PRIMARY B SHARES.
THESE RETURNS DO NOT REFLECT DEDUCTIONS OF ACCOUNT FEES, IF ANY, AND WOULD BE
LOWER IF THEY DID.

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, foreign controls on investment, difficulties in
selling securities and lack of 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 INTEREST RATE RISK - The Portfolio allocates assets to Funds that may
invest in FIXED INCOME SECURITIES. The price of a Fund that invests in
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 securities that are
issued or backed by the U.S. government. 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.

[GRAPHIC APPEARS HERE]

A LOOK AT THE PORTFOLIO'S PERFORMANCE
Looking at past performance can give you an idea of a Portfolio's volatility
from year to year and its average returns over time. Performance will vary based
on many factors, including market conditions, the composition of the Portfolio's
holdings and the Portfolio's expenses. A PORTFOLIO'S PAST PERFORMANCE IS NO
GUARANTEE OF HOW IT WILL PERFORM IN THE FUTURE.

YEAR BY YEAR TOTAL RETURN (%)
[GRAPHIC APPEARS HERE]

(A bar chart appears here. See the table below for plot points.)

1900 1900 1900 1900 1900 1900 1900
00% 00% 00% 00% 00% 00% 00%

11
<PAGE>

[GRAPHIC APPEARS HERE]

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

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD:

Best: 0 quarter 1900: 0%
Worst: 0 quarter 1900: 0%

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 year 5 years 10 years
Primary B Shares 0.00% 0.00% 0.00%
[benchmark] 0.00% 0.00% 0.00%

[benchmark description]

[GRAPHIC APPEARS HERE]

WHAT IT COSTS TO INVEST IN THE PORTFOLIO

Fees you pay directly Primary B Shares
Maximum sales charge (load)
when you buy your shares none
Maximum deferred sales charge (load)
when you sell your shares none

Ongoing fees and expenses deducted from the Portfolio's assets (the
Portfolio's operating expenses)

Management fees 0.00%
Service fees 0.00%
Other expenses 0.00%
Total annual fund operating expenses 0.00%

Ongoing fees and expenses deducted from the assets of the Nations
Funds the Portfolio invests in (the Portfolio's indirect expenses)

The Nations Funds the Portfolio invests in each have their own
ongoing fees and expenses. The range of indirect expenses shown below
is an estimate, expressed as a weighted average, that's 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]

Indirect expenses 0.87% to 1.15%
Fee waivers and/or reimbursements 0.26% to 0.15%
Total indirect expenses(1) 0.61% to 1.00%

12
<PAGE>

[GRAPHIC APPEARS HERE]

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 designed 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

o your investment has a 5% return each year

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

If you sold all your shares at the end of the period, your costs would be:

1 year 3 years 5 years 10 years
Primary B Shares $000 $000 $000 $000

13
<PAGE>

ABOUT THE PORTFOLIOS
- --------------------------------------------------------------------------------
[GRAPHIC APPEARS HERE]

ABOUT THE SUB-ADVISER

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

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP ON PAGE 00.

[GRAPHIC APPEARS HERE]

ABOUT THE UNDERLYING FUNDS

YOU'LL FIND 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 APPEARS HERE]
INVESTMENT OBJECTIVE
This Portfolio seeks current income and modest growth to protect against
inflation and to preserve purchasing power.

[GRAPHIC APPEARS HERE]
INVESTMENT STRATEGIES
This Portfolio 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 management team uses asset allocation as its principal investment
approach. The team:

o chooses individual Funds within each category and the amount it will
allocate to each Fund, based on historical returns and on how the team
believes Funds may affect each other within the Portfolio

o reviews the actual allocations at least monthly, and rebalances the
Portfolio's investments from time to time match the target allocations

o changes the target allocations when the team believes it's appropriate to
do so

o if there are more assets in a fund category than in the target allocation,
the team will 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,
the team will 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 sale orders.

14
<PAGE>

[GRAPHIC APPEARS HERE]

YOU'LL FIND MORE ABOUT OTHER RISKS OF INVESTING IN THIS PORTFOLIO ON PAGE 00 AND
IN THE SAI.

[GRAPHIC APPEARS HERE]

YOU'LL FIND DETAILED INFORMATION ABOUT EACH FUND'S INVESTMENT STRATEGIES AND
RISKS IN ITS PROSPECTUS, AND IN ITS SAI. PLEASE CALL US AT 1.800.621.2192 FOR A
COPY.

LIFEGOAL INCOME AND GROWTH PORTFOLIO TARGET ALLOCATIONS

Large-capitalization domestic equity funds 10-30%
Nations Value Fund
Nations Disciplined Equity Fund
Nations Capital Growth Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Managed Index 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 0-10%
Nations Short-Term Income Fund
Nations Short-Intermediate Government Fund
Money market funds 0-10%
Nations Prime Fund

The portfolio management team can substitute or add other Funds to
this list, including Funds introduced after the date on this
prospectus.

[GRAPHIC APPEARS HERE]

RISKS AND OTHER THINGS TO CONSIDER

LifeGoal Income and Growth Portfolio, and the Funds the Portfolio can invest in,
have the following general risks:

o INVESTMENT STRATEGY RISK - The team uses 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 the team expects, 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 team 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, like the stock market in
general, can rise or fall over short as well as long periods. Stocks of
emerging or smaller 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 if unexpected company developments lower stock prices.

15
<PAGE>

[GRAPHIC APPEARS HERE]

THE BAR CHART SHOWS YOU THE PERFORMANCE OF THE PORTFOLIO'S PRIMARY B SHARES.
THESE RETURNS DO NOT REFLECT DEDUCTIONS OF ACCOUNT FEES, IF ANY, AND WOULD BE
LOWER IF THEY DID.

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, foreign controls on investment, difficulties in
selling securities and lack of 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 INTEREST RATE RISK - The Portfolio allocates assets to Funds that may
invest in FIXED INCOME SECURITIES. The price of a Fund that invests in
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 securities that are
issued or backed by the U.S. government. 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.

[GRAPHIC APPEARS HERE]

A LOOK AT THE PORTFOLIO'S PERFORMANCE

Looking at past performance can give you an idea of a Portfolio's volatility
from year to year and its average returns over time. Performance will vary based
on many factors, including market conditions, the composition of the Portfolio's
holdings and the Portfolio's expenses. A PORTFOLIO'S PAST PERFORMANCE IS NO
GUARANTEE OF HOW IT WILL PERFORM IN THE FUTURE.

YEAR BY YEAR TOTAL RETURN (%)
[GRAPHIC APPEARS HERE]
(A bar chart appears here. See the table below for plot points.)

1900 1900 1900 1900 1900 1900 1900
00% 00% 00% 00% 00% 00% 00%

16
<PAGE>

[GRAPHIC APPEARS HERE]

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

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD:

Best: 0 quarter 1900: 0%
Worst: 0 quarter 1900: 0%

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 year 5 years 10 years
Primary B Shares 0.00% 0.00% 0.00%
[benchmark] 0.00% 0.00% 0.00%

[benchmark description]

[GRAPHIC APPEARS HERE]

WHAT IT COSTS TO INVEST IN THE PORTFOLIO

Fees you pay directly Primary B Shares
Maximum sales charge (load) when
you buy your shares none
Maximum deferred sales charge (load) when
you sell your shares none

Ongoing fees and expenses deducted from the Portfolio's assets (the
Portfolio's operating expenses)

Management fees 0.00%
Service fees 0.00%
Other expenses 0.00%
Total annual fund operating expenses 0.00%

Ongoing fees and expenses deducted from the assets of the Nations
Funds the Portfolio invests in (the Portfolio's indirect expenses)

The Nations Funds the Portfolio invests in each have their own
ongoing fees and expenses. The range of indirect expenses shown below
is an estimate, expressed as a weighted average, that's 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]

Indirect expenses 0.74% to 1.10%
Fee waivers and/or reimbursements 0.25% to 0.21%
Total indirect expenses(1) 0.49% to 0.89%

17
<PAGE>

[GRAPHIC APPEARS HERE]

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 designed 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

o your investment has a 5% return each year

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

If you sold all your shares at the end of the period, your costs would be:

1 year 3 years 5 years 10 years
Primary B Shares $000 $000 $000 $000

18
<PAGE>

ABOUT THE NATIONS FUNDS

You'll find detailed information about each Fund's investment strategies and
risks in its prospectus, and in its SAI. Please call us at 1.800.621.2192 for a
copy.

19
<PAGE>

The Fund's investment objective
- -------------------------------
EQUITY FUNDS
Nations Capital Growth Fund
Growth of capital by investing in companies that are believed to have superior
earnings growth potential.

Nations Disciplined Equity Fund
Growth of capital by investing in companies that are expected to produce
significant increases in earnings per share.

Nations Emerging Growth Fund
Capital appreciation by investing in emerging growth companies that are believed
to have superior long-term earnings growth prospects.

Nations Managed Index Fund
Total return that (before fees and expenses) exceeds the total return of the S&P
500.

Nations Managed SmallCap Index
Total return that (before fees and Fund expenses) exceeds the total return of
the S&P SmallCap 600.

Nations Marsico Focused Equities Fund
Long-term growth of capital.

Nations Marsico Growth & Income Fund
Long-term growth of capital with a limited emphasis on income.

Nations Small Company Growth Fund
Long-term capital growth by investing primarily in equity securities.

What the Fund invests in
- ------------------------

EQUITY FUNDS

Nations Capital Growth Fund

o at least 65% of its assets in common stocks of companies that have one or
more of the following the 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

o up to 20% of its assets in foreign securities

Nations Disciplined Equity Fund

o at least 65% of its assets in common stocks of large and medium-sized U.S.
companies. These companies typically have a market capitalization of $1
billion or more

o up to 20% of its assets in foreign securities

Nations Emerging Growth Fund

o at least 65% of its assets in companies chosen from a universe of emerging
growth companies. The Fund generally holds 75 to 130 securities, which
include common stocks, preferred stocks and convertible securities like
warrants, rights and convertible debt

o up to 20% of its assets in foreign securities

Nations Managed Index Fund

o at least 80% of its assets in stocks that are included in the S&P 500.
The S&P 500 is an index of 500 common stocks chosen by Standard & Poor's on
a statistical basis

Nations Managed SmallCap Index Fund

o at least 80% of its assets in stocks that are Fund included in the S&P
SmallCap 600, a benchmark of the performance of small capitalization
stocks. It includes 600 U.S. stocks chosen by S&P based on market size,
liquidity and industry group

Nations Marsico Focused Equities Fund

o at least 65% of its assets in common stocks of Fund large companies. The
Fund, which is non-diversified, generally holds a core position of 20 to 30
of common stocks

o up to 25% of its assets in foreign securities

Nations Marsico Growth & Income Fund

o up to 75% of its assets in equity securities that are believed to have
significant growth potential. The Fund generally holds 35 to 50 securities
and emphasizes large-capitalization common stocks

o at least 25% of its assets in equity and fixed income securities that are
believed to have income potential

Nations Small Company Growth Fund

o at least 65% of its assets in companies with a 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

20
<PAGE>

The Fund's investment objective
- -------------------------------
Nations Value Fund

Growth of capital by investing in companies that are believed to be undervalued.

INTERNATIONAL FUNDS

Nations Emerging Markets Fund

Long-term capital growth by investing primarily in equity securities of
companies in emerging market countries, such as those in Latin America, Eastern
Europe, the Pacific Basin, the Far East and India.

Nations International Growth Fund

Long-term capital growth by investing primarily in equity securities of
companies domiciled in countries outside the United States and listed on major
stock exchanges primarily in Europe and the Pacific Basin.

Nations International Equity Fund

Long-term capital growth by investing primarily in equity securities of
non-United States companies in Europe, Australia, the Far East and other
regions, including developing countries.

Nations International Value Fund

Long-term capital growth by investing primarily in equity securities of foreign
issuers, including emerging markets countries.

What the Fund invests in
- ------------------------

Nations Value Fund

o securities are principally common stocks, preferred stocks, convertible
securities, equity interests in foreign investment funds or trusts, and
depositary receipts

INTERNATIONAL FUNDS

Nations Emerging Markets Fund

o at least 65% of its assets in companies in emerging markets or developing
countries. The Fund intends to invest in securities of companies in at
least three of these countries at any one time

Nations International Growth Fund

o at least 65% of its assets in securities of issuers located in developing
countries in the Asia-Pacific region, Africa, Latin America and Eastern
Europe

o securities are principally common stocks, preferred stocks and convertible
securities

Nations International Equity Fund

o securities are principally common stocks, but the Fund may also invest in
equity interests in foreign investment funds or trusts, real estate
investment trust securities and depositary receipts

o up to 35% of its assets in convertible securities, preferred stocks, bonds,
notes, and other fixed income securities, including Eurodollar and foreign
government securities

Nations International Value Fund

o securities are principally common stocks, preferred stocks, convertible
securities, shares of closed-end investment companies, and depositary
receipts

o up to 35% of its assets in fixed income securities

21
<PAGE>

The Fund's investment objective
- -------------------------------

FIXED INCOME FUNDS

Nations Diversified Income Fund

Total return with an emphasis on current income by investing in a diversified
portfolio of fixed income securities.

Nations Short-Intermediate Goverment Fund

High current income consistent with modest fluctuation of principal.

Nations Short-Term Income Fund

High current income consistent with minimal fluctuations of principal.

Nations Strategic Fixed Income Fund

Total return by investing in investment grade fixed income securities.

MONEY MARKET FUND

Nations Prime Fund

Maximization of current income to the extent consistent with the preservation of
capital and maintenance of liquidity.

What the Fund invests in
- ------------------------

FIXED INCOME FUNDS

Nations Diversified Income Fund

Nations Short-Intermediate Goverment Fund

o almost all of its assets in U.S. government obligations and repurchase
agreements relating to these obligations. It may invest in mortgage-related
securities issued by governments or corporations

Nations Short-Term Income Fund

Nations Strategic Fixed Income

o at least 65% of its assets in investment grade Fund fixed income
securities. The portfolio management team may choose unrated securities if
it believes they are of comparable quality to rated 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, municipal securities, and
dividend-paying preferred and common stock

MONEY MARKET FUND

Nations Prime Fund

o money market instruments, including commercial paper, bank obligations,
short-term corporate obligations, guaranteed investment contracts,
short-term taxable municipal securities, repurchase agreements secured by
first-tier securities or U.S. government obligations

22
<PAGE>

[GRAPHIC APPEARS HERE]

YOU'LL FIND SPECIFIC INFORMATION ABOUT EACH PORTFOLIO'S PRINCIPAL INVESTMENTS,
STRATEGIES AND RISKS IN THE DESCRIPTIONS STARTING ON PAGE 4.

[GRAPHIC APPEARS HERE]

Other important information

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

o YOUR INVESTMENT IN THESE PORTFOLIOS IS NOT A BANK DEPOSIT AND IS NOT
INSURED OR GUARANTEED BY BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (BANK OF AMERICA), THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY. YOUR INVESTMENT MAY LOSE MONEY.

o AFFILIATES OF BANK OF AMERICA ARE PAID FOR THE SERVICES THEY PROVIDE TO THE
PORTFOLIOS.

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.

o FOREIGN INVESTMENT RISK - Funds that invest in foreign securities can be
affected by the risks of foreign investing. Funds that invest in foreign
securities may be affected by changes in currency exchange rates and the
costs of converting currencies; foreign government controls on foreign
investment, repatriation of capital, and currency and exchange; foreign
taxes; inadequate supervision and regulation of some foreign markets;
volatility from a lack of LIQUIDITY; 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.

Securities issued by companies in developing or emerging market countries, like
those in Eastern Europe, the Pacific Basin and the Far East, 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 downturns 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.

23
<PAGE>

o PORTFOLIO TURNOVER - A Portfolio that replaces -- or turns over -- more
than 100% of its securities in a year may have higher brokerage costs than
a Portfolio that is trading less frequently. This may also result in larger
distributions of CAPITAL GAINS to shareholders. All of the Portfolios
generally buy securities for capital appreciation, investment income, or
both, and do not engage in short-term trading. The annual portfolio
turnover rate for the Portfolios is expected to be no more than 50%. You'll
find the portfolio turnover rate for each Portfolio in the 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 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 many foreign issuers,
governments or other entities may not be ready for the year 2 000.

24
<PAGE>

[GRAPHIC APPEARS HERE]

BANC OF AMERICA ADVISORS, INC.

ONE BANK OF AMERICA PLAZA
CHARLOTTE, NORTH CAROLINA 28255

[GRAPHIC APPEARS HERE]

How the Portfolios are managed

INVESTMENT ADVISER
BAAI is the investment adviser to the Portfolios, as well as to over 60 other
mutual fund portfolios in the Nations Funds Family.

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 Nations Funds.

BAAI has agreed to waive fees and/or reimburse expenses for certain Funds until
July 31, 2000. You'll find a discussion of any waiver and/or reimbursement in
the Portfolio descriptions. There is no assurance that BAAI will continue to
waive and/or reimburse any fees and/or expenses after this date.

The following chart shows the maximum advisory fees BAAI can receive, along with
the actual advisory fees it received during the Funds' last fiscal period (April
1, 1998 to March 31, 1999), after waivers and reimbursements:

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

Maximum Actual fee
advisory paid last
fee fiscal year

Nations LifeGoal Growth Portfolio 0.00 0.00
Nations LifeGoal Balanced Growth Portfolio 0.00 0.00
Nations LifeGoal Income and Growth Portfolio 0.00 0.00

25
<PAGE>

[GRAPHIC APPEARS HERE]

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 and the sub-advisers for all other Nations Funds
function under the supervision of the Boards of Directors/Trustees of Nations
Funds and BAAI.

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.

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 the Portfolios.

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 director of TradeStreet's 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.

26
<PAGE>

[GRAPHIC APPEARS HERE]

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 the Funds.

Fund TradeStreet Team
Nations Value Fund Value Management Team
Nations Emerging Growth Fund Strategic Growth Management Team
Nations Small Company Growth Fund Strategic Growth Management Team
Nations Disciplined Equity Fund Structured Products Management Team
Nations Capital Growth Fund Core Growth Management Team
Nations Managed Index Fund Structured Products Management Team
Nations Managed SmallCap Index Fund Structured Products 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

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 [$65] billion in assets under
management.

Marsico Management Holdings, LLC, a wholly owned subsidiary of NationsBank, owns
50% of the equity of Marsico Capital.

Marsico Capital is the investment sub-adviser to:

o Nations Marsico Focused Equities Fund

o Nations Marsico Growth & Income Fund

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 Funds. Before forming the company, Mr. Marsico was an executive vice
president and portfolio manager at Janus Capital Corporation. He has more than
20 years of experience as a securities analyst and portfolio manager.

27
<PAGE>

[GRAPHIC APPEARS HERE]

BRANDES INVESTMENT
PARTNERS, L.P.

12750 HIGH BLUFF DRIVE
SAN DIEGO, CALIFORNIA 92130

[GRAPHIC APPEARS HERE]

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 37 investment
professionals who manage more than $20 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 $0 billion in assets.

Gartmore is a joint venture structured as a general partnership between NB
Partner Corp., a wholly owned subsidiary of NationsBank, 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 Fund

Gartmore is the investment sub-adviser to:

o Nations International Growth Fund

o Nations Emerging Markets Fund

Nations International Equity Fund is co-managed by five portfolio managers:

PHILIP EHRMANN has been responsible since June 1998 for the Fund's investments
in developing countries. He has also been the principal portfolio manager for
Nations Emerging Markets Fund since he joined Gartmore in 1995, and is head of
the Gartmore Emerging Markets Team. Before he joined Gartmore, Mr. Ehrmann was
the director of emerging markets for Invesco in London. He began his career in
1981 as an institutional stock broker with Rowe & Pitman Inc. and also spent a
brief period with Prudential Bache Securities as an institutional salesman
before joining Invesco in 1984. Mr. Ehrmann graduated from the London School of
Economics with a degree in Economics, Industry and Trade.

28
<PAGE>

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.

MARK FAWCETT has been responsible since June 1998 for the Fund's investments in
Japan. He is also senior investment manager for the Gartmore Japanese Equities
Team and has specific responsibility for large stock research. Before joining
Gartmore in 1991, he worked on the Far East desk of Provident Mutual managing
funds invested in Japan. He graduated from Oxford University in 1986 with an
honors degree in Mathematics and Philosophy.

STEPHEN JONES has been responsible for the Fund's 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 the Fund's
assets among the various regions in which it invests, and for determining the
funds investments in regions not covered by the other portfolio managers. He was
the Fund's 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 Emerging Markets Fund is managed by PHILIP EHRMANN, the head of Gartmore
Emerging Markets Team. He has managed the Fund since 1995. He also co-manages
Nations International Equity Fund.

29
<PAGE>

[GRAPHIC APPEARS HERE]

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

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

[GRAPHIC APPEARS HERE]

PUTNAM INVESTMENT MANAGEMENT, INC.

ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109

[GRAPHIC APPEARS HERE]

STEPHENS INC.

111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201

[GRAPHIC APPEARS HERE]

FIRST DATA INVESTOR
SERVICES GROUP, INC.

ONE EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109

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
Fund. 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.

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. Stephens may pay service
fees or commissions to companies that assist investors in buying shares of the
Portfolios.

First Data 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.

30
<PAGE>

ABOUT YOUR INVESTMENT
[GRAPHIC APPEARS HERE]

FINANCIAL INSTITUTIONS AND INTERMEDIARIES MAY HAVE DIFFERENT LIMITS, CHARGE
OTHER FEES, OR HAVE DIFFERENT POLICIES FOR BUYING, SELLING AND EXCHANGING SHARES
THAN THOSE DESCRIBED IN THIS PROSPECTUS.

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 NEW YORK STOCK EXCHANGE
(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 (OBSERVED), INDEPENDENCE DAY, LABOR DAY, THANKSGIVING DAY AND CHRISTMAS DAY.

[GRAPHIC APPEARS HERE]

BUYING, SELLING AND EXCHANGING SHARES

In general, only financial institutions and intermediaries that sign an
agreement with us or Stephens can buy Primary B Shares. These investors include:

o Bank of America, its affiliates

o brokerage firms

o mutual fund dealers

o other financial institutions

The minimum initial investment for each investor of record is $1,000. There is
no minimum for additional investments.

Investors don't pay any sales charges when they buy, sell or exchange Primary B
Shares.

Please contact your financial adviser, or call us at 1.800.621.2192 if you have
any questions about how to place 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.

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.

31
<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. If this happens, we'll return any money we've received to the
investor.

[GRAPHIC APPEARS HERE]

BUYING SHARES

Here are some general rules for buying shares:

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

o Financial institutions and intermediaries are responsible for sending
us orders for their clients and for ensuring that we receive payment
on time. Telephone orders may be difficult to complete during periods
of significant economic or market change.

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 APPEARS HERE]

SELLING SHARES

Here are some general rules for selling shares:

o We normally send the sale proceeds by federal funds wire to investors
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 Under certain circumstances allowed under the 1940 Act, we can pay
investors in securities or other property when they sell shares, or
delay payment of the sale proceeds for up to seven days.

We may sell shares:

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

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[GRAPHIC APPEARS HERE]

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.

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 APPEARS HERE]

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 another Portfolio or all other Nations Funds.

o The rules for buying 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 Shares that are held in certificate form cannot be exchanged until
First Data has received the certificate and deposited the shares to
the investor's account.

o Telephone orders may be difficult to complete during periods of
significant economic or market change.

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<PAGE>

[GRAPHIC APPEARS HERE]

FINANCIAL INSTITUTIONS AND INTERMEDIARIES ARE ALSO REFERRED TO AS SELLING
AGENTS.

CONFLICT OF INTEREST RESTRICTIONS MAY APPLY TO FINANCIAL INSTITUTIONS THAT
RECEIVE COMPENSATION FROM US ON FIDUCIARY ASSETS INVESTED IN PRIMARY B SHARES.
FINANCIAL INSTITUTIONS SHOULD CONSULT THEIR LEGAL ADVISERS BEFORE INVESTING IN
PRIMARY B SHARES.

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

[GRAPHIC APPEARS HERE]

HOW SELLING AGENTS ARE PAID

The selling agent usually receives 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
Selling agents are compensated for the costs of providing administration and
other services to investors.

Selling agents may receive an annual shareholder administration fee of up to
0.60% of the average daily net assets of Primary B Shares of the Portfolios.
Part of this fee -- but no more than 0.25% of the average daily net assets of
Primary B Shares of the Portfolios -- can be applied to servicing fees.

Fees are calculated daily and deducted monthly. Over time, these fees will
increase the cost of your investment.

We pay these fees according to our agreements with selling agents for as long as
the plan continues, while they are eligible to receive the fees. We may reduce
or discontinue payments at any time.

OTHER COMPENSATION
Selling 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.

Stephens or BAAI may make this compensation available only to selected selling
agents. For example, Stephens sometimes sponsors promotions involving Banc of
America Investments, Inc., an affiliate of BAAI, and certain other selling
agents. Selected selling agents may also receive compensation for opening a
minimum number of accounts.

Stephens is responsible for paying the costs of this compensation, and may be
reimbursed for them under the administration plan. Stephens may cancel any
compensation program at any time.

BAAI may pay amounts from its own assets to Stephens or other financial
institutions for administrative or distribution related services they provide to
shareholders.

34
<PAGE>

[GRAPHIC APPEARS HERE]

THE POWER OF COMPOUNDING

YOU CAN CHOOSE TO REINVEST YOUR DISTRIBUTIONS IN ADDITIONAL SHARES OF THE SAME
PORTFOLIO AND CLASS.

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.

[GRAPHIC APPEARS HERE]

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.

A mutual fund is not subject to income tax as long as it distributes its net
investment income and realized capital gains to its shareholders. The Portfolios
intend to pay out a sufficient amount of their income and capital gains 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 gains, including net short-term capital gains, at least once a
year.

A distribution is paid based on the number of shares you hold on the day before
the distribution is declared. Shares are eligible to receive distributions from
the TRADE DATE of the purchase, as long as it's at least one day before a
distribution is declared, up to 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.

35
<PAGE>

[GRAPHIC APPEARS HERE]

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 APPEARS HERE]

FOR MORE INFORMATION ABOUT TAXES, PLEASE SEE THE SAI.

HOW TAXES AFFECT YOUR INVESTMENT
Distributions that come from net investment income, including 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 gains. Individual, trust and estate shareholders may be
taxed on these distributions at preferential rates.

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.

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 required by federal law to withhold tax on distributions paid to some
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.

36
<PAGE>

[GRAPHIC APPEARS HERE]

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. You'll find the
auditor's report and Nations Funds financial statements in the SAI. Please see
the back cover to find out how you can get a copy.

[financial highlights tables for each Portfolio here]

37
<PAGE>

[GRAPHIC APPEARS HERE]

TERMS USED IN THIS PROSPECTUS

BARRA INDEX(1) - an index of approximately 340 common stocks from the S&P 500
that have low price-to-book ratios. These stocks generally tend to have higher
yields and less volatility than other stocks included in the S&P 500.

BARRA SMALLCAP INDEX(1) - an index of approximately 375 common stocks from the
S&P 600 that have low price-to-book ratios. These stocks generally tend to have
higher yields and less volatility than other stocks included in the S&P 600.

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

DEBT SECURITY - when you invest in a debt security, you are 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 - securities representing securities of companies based in
countries other than the U.S. Examples include ADRs, 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.

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<PAGE>

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

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 government or
corporation.

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

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

MONEY MARKET INSTRUMENT - a short-term debt security that matures in one year or
less. Money market instruments include U.S. Treasury obligations, U.S.
government obligations, certificates of deposit, bankers' acceptances,
commercial paper, repurchase agreements and municipal securities.

MORTGAGE-BACKED SECURITY - a debt security that gives you a share in (or 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 make monthly payments, which are a combination of interest and
a portion of the principal of the underlying mortgages.

MUNICIPAL DEBT SECURITY - a debt security issued by state or local governments
or governmental authorities to pay for public projects and services. "General
obligations" are backed by the issuer's full taxing and revenue-raising powers.
"Revenue securities" depend on the income earned by a specific project or

39
<PAGE>

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 fewer securities than other kinds of funds.
This increases the risk that its value could go down significantly if one or
more of its investments performs poorly. Non-diversified funds tend to have
greater price swings than more diversified funds.

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

PREFERRED STOCK - an equity security that gives you an ownership right in a
company, on a different basis than 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.

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.

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.

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

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.

S&P 500(1) - Standard & Poor's 500 Composite Stock Price Index, an index of 500
common stocks chosen by S&P on a statistical basis.

S&P 600(1) - Standard & Poor's SmallCap 600 Index, is designed to be a benchmark
of the performance of small capitalization stocks. It includes 600 U.S. stocks
chosen by S&P based on market size, liquidity and industry group.

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.

40
<PAGE>

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 OBLIGATION - a debt security issued or guaranteed by the U.S.
government or any of its agencies, authorities or instrumentalities. Direct
obligations are 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.

(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.

41
<PAGE>

[GRAPHIC APPEARS HERE]

WHERE TO FIND MORE INFORMATION

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

[GRAPHIC APPEARS HERE]

ANNUAL AND SEMI-ANNUAL REPORTS
The annual and semi-annual reports contain information about Fund 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 APPEARS HERE]

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 by contacting Nations Funds:

By telephone: 1.800.621.2192

By mail:

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

On the Internet: WWW.NATIONSBANK.COM/NATIONSFUND

If you prefer, you can write or call 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.

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

[GRAPHIC NATIONS FUNDS APPEARS HERE]
INVESTMENTS FOR A LIFETIME
<PAGE>

[GRAPHIC APPEARS HERE]
LIFEGOAL PORTFOLIOS

PROSPECTUS -- INVESTOR A, B AND C 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.
<PAGE>
ABOUT THIS PROSPECTUS

[GRAPHIC APPEARS HERE]
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 APPEARS HERE]
YOU'LL FIND TERMS USED IN THIS PROSPECTUS ON PAGE 0.

[GRAPHIC APPEARS HERE]
FOR MORE INFORMATION

Unlike traditional mutual funds, which invest in individual securities, the
Portfolios invest in a mix of Nations Funds equity, fixed income or money market
funds using an asset allocation approach.

Asset allocation is the process of developing a diversified portfolio by
investing in different asset classes -- for example, EQUITY SECURITIES, FIXED
INCOME SECURITIES, and MONEY MARKET INSTRUMENTS -- in varying proportions.
Combining the classes in one portfolio can help reduce risk and increase returns
because at least one asset class should have the potential to be a stronger
performer regardless of market conditions.

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. There's always a risk that you'll lose money or you may not
earn as much as you expect.

LifeGoal Balanced Growth Portfolio focuses on long-term growth by 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 tend to fall.

You'll find a discussion of each Portfolio's principal investments, strategies
and risks in the Portfolio descriptions that start on page 00.

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

[GRAPHIC APPEARS HERE]

2
<PAGE>
WHAT'S INSIDE

[GRAPHIC APPEARS HERE]
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 APPEARS HERE]
YOU'LL FIND MORE ABOUT BAAI AND TRADESTREET STARTING ON PAGE 00.

THESE PORTFOLIOS INVEST IN A MIX OF NATIONS FUNDS EQUITY, FIXED INCOME AND MONEY
MARKET FUNDS.

[GRAPHIC APPEARS HERE]
About the portfolios

LifeGoal Portfolios
LIFEGOAL GROWTH PORTFOLIO 4
Sub-adviser: TradeStreet Investment Associates, Inc.
- --------------------------------------------------------------------
LIFEGOAL BALANCED GROWTH PORTFOLIO 9
Sub-adviser: TradeStreet Investment Associates, Inc.
- --------------------------------------------------------------------
LIFEGOAL INCOME AND GROWTH PORTFOLIO 14
Sub-adviser: TradeStreet Investment Associates, Inc.
- --------------------------------------------------------------------
ABOUT THE NATIONS FUNDS 19
- --------------------------------------------------------------------
OTHER IMPORTANT INFORMATION 23
- --------------------------------------------------------------------
HOW THE PORTFOLIOS ARE MANAGED 25

[GRAPHIC APPEARS HERE]
About your investment

INFORMATION FOR INVESTORS
Choosing a share class 31
Buying, selling and exchanging shares 39
How selling agents are paid 48
Distributions and taxes 50
- --------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 52
- --------------------------------------------------------------------
TERMS USED IN THIS PROSPECTUS 53
- --------------------------------------------------------------------
WHERE TO FIND MORE INFORMATION BACK COVER

3
<PAGE>
ABOUT THE PORTFOLIOS

[GRAPHIC APPEARS HERE]
ABOUT THE SUB-ADVISER

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

[GRAPHIC APPEARS HERE]
YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP ON PAGE 00.

[GRAPHIC APPEARS HERE]
ABOUT THE UNDERLYING FUNDS

YOU'LL FIND 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 APPEARS HERE]
INVESTMENT OBJECTIVE
This Portfolio seeks capital appreciation through exposure to a variety of
equity market segments.

[GRAPHIC APPEARS HERE]
INVESTMENT STRATEGIES
This Portfolio invests all of its assets in Primary A Shares of Nations
Funds equity funds.

The portfolio management team uses asset allocation as its principal investment
approach. The team:

o decides which fund categories the Portfolio will invest in and the
amount it will allocate to each category, based on the Portfolio's
investment objective, historical returns for each asset class and on
the adviser's outlook for the economy

o chooses individual Funds within each category and the amount it will
allocate to each Fund, based on historical returns and on how the team
believes Funds may affect each other within the Portfolio

o reviews the actual allocations at least monthly, and rebalances the
Portfolio's investments from time to time match the target allocations

o changes the target allocations when the team believes it's appropriate
to do so

LifeGoal Growth Portfolio's target allocations are listed in the table on the
next page. Actual allocations will vary, and the team may use various strategies
to try to manage the amount and length of time the Portfolio's actual
allocations are different from its target allocations. For example:

o if there are more assets in a fund category than in the target
allocation, the team will 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, the team will 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 sale orders.

4
<PAGE>
[GRAPHIC APPEARS HERE]
YOU'LL FIND MORE ABOUT OTHER RISKS OF INVESTING IN THIS PORTFOLIO ON PAGE 00 AND
IN THE SAI.

[GRAPHIC APPEARS HERE]
YOU'LL FIND DETAILED INFORMATION ABOUT EACH FUND'S INVESTMENT STRATEGIES AND
RISKS IN ITS PROSPECTUS, AND IN ITS SAI. PLEASE CALL US AT 1.800.321.7584 FOR A
COPY.

LIFEGOAL GROWTH PORTFOLIO TARGET ALLOCATIONS
Large-capitalization domestic equity funds 40-75%
Nations Value Fund
Nations Disciplined Equity Fund
Nations Capital Growth Fund
Nations Marsico Focused Equities Fund
Nations Marsico Growth & Income Fund
Nations Managed Index 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

The portfolio management team can substitute or add other Funds to this list,
including Funds introduced after the date on this prospectus.

[GRAPHIC APPEARS HERE]
RISKS AND OTHER THINGS TO CONSIDER
LifeGoal Growth Portfolio, and the Funds the Portfolio can invest in, have the
following general risks:

o INVESTMENT STRATEGY RISK - The team uses 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 the team expects, 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 team
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, like the stock
market in general, can rise or fall over short as well as long
periods. Stocks of emerging or smaller 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 if unexpected company
developments lower stock prices.

5
<PAGE>
[GRAPHIC APPEARS HERE]
THE BAR CHART SHOWS YOU THE PERFORMANCE OF THE PORTFOLIO'S INVESTOR A SHARES.
THESE RETURNS DO NOT REFLECT DEDUCTIONS OF SALES CHARGES OR ACCOUNT FEES, AND
WOULD BE LOWER IF THEY DID. RETURNS FOR INVESTOR B AND INVESTOR C SHARES ARE
DIFFERENT BECAUSE THEY HAVE THEIR OWN EXPENSES, PRICING AND SALES CHARGES.

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, foreign controls on investment,
difficulties in selling securities and lack of 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 use FUTURES to help
manage LIQUIDITY or to hedge portfolio risk. There is always a risk
that this could result in losses, reduce returns, increase transaction
costs and increase the Fund's volatility.

o INTEREST RATE RISK - The Portfolio allocates assets to Funds that may
invest in FIXED INCOME SECURITIES. The price of a Fund that invests in
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
securities that are issued or backed by the U.S. government. 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.

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A LOOK AT THE PORTFOLIO'S PERFORMANCE
Looking at past performance can give you an idea of a Portfolio's volatility
from year to year and its average returns over time. Performance will vary based
on many factors, including market conditions, the composition of the Portfolio's
holdings and the Portfolio's expenses. A PORTFOLIO'S PAST PERFORMANCE IS NO
GUARANTEE OF HOW IT WILL PERFORM IN THE FUTURE.

YEAR BY YEAR TOTAL RETURN (%)

(A bar chart appears here. See the table below for plot points.)

1900 1900 1900 1900 1900 1900 1900
00% 00% 00% 00% 00% 00% 00%

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

BEST AND WORST QUARTERLY RETURNS DURING THIS PERIOD:

Best: 0 quarter 1900: 0%
Worst: 0 quarter 1900: 0%

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1998

1 year 5 years 10 years
Investor A Shares 0.00% 0.00% 0.00%
Investor B Shares 0.00% 0.00% 0.00%
Investor C Shares 0.00% 0.00% 0.00%
[benchmark] 0.00% 0.00% 0.00%
[benchmark description]

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WHAT IT COSTS TO INVEST IN THE PORTFOLIO

Investor A Investor B Investor C
Fees you pay directly Shares Shares Shares
Maximum sales charge (load)
when you buy your shares 5.75% none none
Maximum deferred sales charge (load)
when you sell your shares none(1) 5.00%(2) 1.00%(3)
Redemption fee, as a percentage
of the amount sold none(4) none none

Ongoing fees and expenses deducted from the Portfolio's assets
(the Portfolio's operating expenses)
Management fees 0.00% 0.00% 0.00%
Distribution (12b-1) and service fees 0.00% 0.00% 0.00%
Other expenses 0.00% 0.00% 0.00%
Total annual fund operating expenses 0.00% 0.00% 0.00%

Ongoing fees and expenses deducted from the assets of the Nations Funds
the Portfolio invests in (the Portfolio's indirect expenses).

The Nations Funds the Portfolio invests in each have their own ongoing
fees and expenses. The range of indirect expenses shown below is an
estimate, expressed as a weighted average, that's 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]

Indirect expenses 0.88% to 1.37%
Fee waivers and/or reimbursements 0.32% to 0.15%
Total indirect expenses(5) 0.56% to 1.22%

7
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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.

(1) A 1.00% maximum deferred sales charge applies to investors who buy $1
million or more of Investor A Shares and sell them within two years of buying
them. Please see page 00 for details.

(2) This charge decreases over time. Please see page 00 for details. Different
charges apply to Investor B Shares bought before January 1, 1996 and after July
31, 1997. Please see page 00 for details.

(3) This charge applies to investors who buy Investor C Shares and sell them
within one year of buying them. Please see page 00 for details.

(4) A 1.00% redemption fee applies to investors who bought $1 million or more of
Investor A shares between July 31, 1997 and November 15, 1998 and sell them
within 18 months of buying them. The fee is paid to the Portfolio. Please see
page 00 for details.

(5) The Fund's investment adviser and/or some of its other service providers
have agreed to waive fees and/or reimburse expenses until July 31, 2000. The
figures shown here are after waivers and/or reimbursements. There is no
guarantee that these waivers and/or reimbursements will continue after this
date.

EXAMPLE
This example is designed 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 Investor A, Investor B or Investor C Shares of
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.

If you sold all of your shares at the end of the period, your costs would be:

1 year 3 years 5 years 10 years
Investor A Shares $000 $000 $000 $000
Investor B Shares $000 $000 $000 $000
Investor C Shares $000 $000 $000 $000

If you bought Investor B Shares and didn't sell them, your costs would be:

1 year 3 years 5 years 10 years
Investor B Shares $000 $000 $000 $000

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ABOUT THE PORTFOLIOS

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ABOUT THE SUB-ADVISER

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

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YOU'LL FIND MORE ABOUT TRADESTREET, MR. BEYER AND MR. CLAPP ON PAGE 00.

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ABOUT THE UNDERLYING FUNDS

YOU'LL FIND 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

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INVESTMENT OBJECTIVE
This Portfolio seeks total return through a balanced portfolio of equity and
fixed income securities.