NATIONS ANNUITY TRUST
Supplement dated December 17, 1998
to Prospectuses dated March 1, 1998
The prospectus for the shares of the portfolios of Nations Annuity Trust
is hereby supplemented by deleting the paragraphs referencing the services of
Stephens Inc. as administrator, First Data Investor Services Group, Inc. as
co-administrator and NBAI as sub-administrator under the heading "How The
Portfolios Are Managed--Other Service Providers" and inserting the following:
Stephens Inc. ("Stephens"), with principal offices at 111 Center
Street, Little Rock, Arkansas 72201, serves as administrator of the
Portfolios. On December 1, 1998, NBAI began serving as co-administrator of
the Portfolios with Stephens. Under the new arrangements, which will
become effective on a Portfolio by Portfolio basis during the fourth
quarter of 1998 and the first quarter of 1999, Stephens and NBAI provide
various administrative, accounting and corporate secretarial services to
the Portfolios. Stephens and NBAI shall be entitled to receive a combined
fee at the indicated annual rate of the following Portfolios' average
daily net assets: international Portfolios-- .12%, domestic equity
Portfolios -- .13%, as well as certain out-of-pocket expenses. These fee
rates will become effective for all of the Portfolios by the end of the
first quarter of 1999.
Effective at the same time as each Portfolio's new co-administration
arrangements, The Bank of New York ("BNY") will begin serving as
sub-administrator for the Portfolio. Under the sub-administration
arrangements, BNY assists NBAI and Stephens in performing certain
administrative and accounting services.
