NATIONS LIFEGOAL FUNDS, INC.
NATIONS LIFEGOAL GROWTH PORTFOLIO
NATIONS LIFEGOAL BALANCED GROWTH PORTFOLIO
NATIONS LIFEGOAL INCOME AND GROWTH PORTFOLIO
Supplement dated January 20, 1999
to Prospectuses dated August 1, 1998
The combined prospectuses for the Primary A, Primary B, Investor A,
Investor B and Investor C Shares of Nations LifeGoal Growth Portfolio, Nations
LifeGoal Balanced Portfolio and Nations LifeGoal Income and Growth Portfolio are
hereby supplemented by deleting the paragraph under the heading "How the
LifeGoal Portfolios Are Managed--Investment Adviser" concerning Gartmore Global
Partners and inserting in its place the following:
Gartmore Global Partners ("Gartmore"), with principal offices
at One NationsBank Plaza, Charlotte, North Carolina 28255, serves as
the investment sub-adviser to three of the underlying Nations Funds
Nations International Equity Fund, Nations Emerging Markets Fund and
Nations Pacific Growth Fund - pursuant to an investment sub-advisory
agreement. 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 ("Gartmore plc"), a
UK-based international fund management group of companies. National
Westminster Bank plc and affiliated entities own 100% of the equity of
Gartmore plc.
On December 2, 1998, the Board of Directors of Nations Fund,
Inc. approved INVESCO Global Asset Management (N.A.), Inc. ("INVESCO")
and Putnam Investment Management, Inc. ("Putnam") to serve with
Gartmore as investment sub-advisers for Nations International Equity
Fund. Pursuant to the new sub-advisory arrangements, each of the three
investment sub-advisers would be responsible for managing approximately
one-third of Nations International Equity Fund's assets and each
investment sub-adviser would receive fees based on the actual amount of
assets managed by such investment sub-adviser. In order for INVESCO and
Putnam to serve as investment sub-advisers to Nations International
Equity Fund, the shareholders of Nations International Equity Fund must
approve the new investment sub-advisory agreements with each of INVESCO
and Putnam. It is expected that the Company will call a special meeting
of shareholders seeking approval of the new investment sub-advisory
arrangement to be held in April 1999.
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On October 7, 1998, the Board of Directors of Nations Fund
Portfolios, Inc. approved an Agreement and Plan of Consolidation and
Liquidation (the "Plan") effecting two of the underlying Nations Funds
that are sub-advised by Gartmore. Under the Plan, Nations Emerging
Markets Fund will acquire all of the assets of Nations Pacific Growth
Fund in exchange for corresponding shares of Nations Emerging Markets
Fund and the assumption by Nations Emerging Markets Fund of all
liabilities of Nations Pacific Growth Fund. If this Plan is approved by
shareholders of Nations Pacific Growth Fund at a Special Meeting of
Nations Pacific Growth Fund's Shareholders that will likely be called
for early March 1999, the consolidation is expected to occur before the
end of the first quarter of 1999 and Nations Pacific Growth Fund would
no longer be available as an underlying Nations Fund.
