NATIONS ANNUITY TRUST
NATIONS INTERNATIONAL GROWTH PORTFOLIO
Supplement dated April 5, 2000
to Prospectus dated May 1, 1999
as supplemented
The prospectus for Nations International Growth Portfolio is
hereby supplemented by inserting the information below at the end of the second
paragraph under the heading "How the portfolios are managed--Investment
sub-advisers -- Gartmore Global Partners", as follows:
On March 6, 2000, National Westminster Bank plc, the parent
company of Gartmore Investment Management plc, was sold to Royal Bank
of Scotland. Under the 1940 Act, this sale is considered a change in
Gartmore's ownership and control, resulting in the automatic
termination of Gartmore's investment sub-advisory agreement with
Nations International Growth Portfolio. The Board of Trustees of
Nations Annuity Trust has approved an interim investment sub-advisory
agreement with Gartmore which allows Gartmore to continue serving as
the Portfolio's investment sub-adviser until August 3, 2000, when the
interim agreement expires. The shareholders of Nations International
Growth Portfolio must approve a new investment sub-advisory agreement
with Gartmore in order for Gartmore to serve as the Portfolio's
investment sub-adviser by August 3, 2000, unless the SEC allows this
date to be extended.
In addition, NB Partner Corp. has indicated its intention to
transfer its ownership interest in Gartmore to Gartmore's new owner,
Royal Bank of Scotland, on or about April 28, 2000, and Royal Bank of
Scotland is expected to sell its entire interest in Gartmore Investment
Management plc on or about June 30, 2000 to Nationwide Mutual Insurance
Company. If these events occur, Bank of America would no longer hold
any ownership interest directly or indirectly in Gartmore. The events
would be considered second and third changes in Gartmore's ownership
and control, each requiring Board and shareholder approvals of interim
investment sub-advisory agreements for the Portfolio.
It is anticipated that Nations Annuity Trust will call a
special meeting of the Portfolio's shareholders to be held prior to the
expiration of the interim agreements seeking ratification of all
applicable interim investment sub-advisory agreements as well as
approval of Gartmore's definitive investment sub-advisory agreement.
Proxy materials discussing the various changes in Gartmore's ownership
and control are expected to be mailed to shareholders during the second
quarter of 2000.
