NATIONS FUNDS TRUST, 485APOS, 2000-05-05

NATIONS FUNDS TRUST
485APOS, 2000-05-05

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As filed with the Securities and Exchange Commission
on May 4, 2000
Registration No. 333-89661; 811-09645
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Post-Effective Amendment No. 2 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 3 [X]

(Check appropriate box or boxes)
-----------------------
NATIONS FUNDS TRUST
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 321-7854
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With copies to:
Robert M. Kurucza, Esq. Carl Frischling, Esq.
Marco E. Adelfio, Esq. Kramer, Levin, Naftalis
Morrison & Foerster LLP & Frankel
2000 Pennsylvania Ave., N.W. 919 3rd Avenue
Suite 5500 New York, New York 10022
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

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

[X] 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. 2 to the Registration Statement on Form
N-1A (the "Registration Statement") of Nations Funds Trust (the "Trust") is
being filed in order to add Primary A and Investor A, B and C shares of new
series to the Trust: Nations Marsico International Opportunities Fund.

<PAGE>
NATIONS FUNDS TRUST
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Part A
Item No. Prospectus
- -------- ----------
<S> <C>
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
<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
</TABLE>
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PRELIMINARY PROSPECTUS DATED , 2000
SUBJECT TO COMPLETION

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EQUITY FUND

PROSPECTUS -- PRIMARY A SHARES

, 2000

Equity Fund

Nations Marsico International Opportunities Fund

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
- -------------------

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NATIONS FUNDS
<PAGE>
AN OVERVIEW OF THE FUND
- --------------------------------------------------------------------------------

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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.

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You'll find Terms used in this prospectus on page 15.

Your investment in this Fund is not a bank deposit and is not
insured or guaranteed by Bank of America, N. A. (Bank of America),
the Federal Deposit Insurance Corporation (FDIC) or any other
government agency. Your investment may lose money.

Affiliates of Bank of America are paid for the services they
provide to the Fund.

This booklet, which is called a prospectus, tells you about one of the Nations
Equity Funds, Nations Marsico International Opportunities Fund. Please read it
carefully, because it contains information that's designed to help you make
informed investment decisions.

ABOUT THE FUND
Nations Marsico International Opportunities Fund invests primarily in equity
securities of foreign companies of any size.

Foreign Securities have the potential to provide you with higher returns than
many other kinds of investments, but they involve special risks not associated
with investing in the U.S. stock market, which you need to be aware of before
you invest. There's always a risk that you'll lose money or you may not earn as
much as you expect.

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

Nations Marsico International Opportunities Fund focuses on long-term growth.
It may be suitable for you if:

o you have longer-term investment goals

o it's part of a balanced portfolio

o you want to try to hedge your portfolio against a loss of buying power
that inflation can cause over time

It may not be suitable for you if:

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

o you have short-term investment goals

o you're looking for a regular stream of income

You'll find a discussion of the Fund's principal investments, strategies and
risks in the Fund description that starts on page 4.

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

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

2
<PAGE>
WHAT'S INSIDE
- --------------------------------------------------------------------------------

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Banc of America Advisors, Inc.

Banc of America Advisors, Inc. (BAAI) is the investment adviser to
the Fund. BAAI is responsible for the overall management and
supervision of the investment management of the Fund. BAAI and
Nations Funds have engaged a sub-adviser, which is responsible for
the day-to-day investment decisions for the Fund.

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You'll find more about BAAI and the sub-adviser starting on page
8.

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ABOUT THE FUND

Equity Fund
Nations Marsico International Opportunities Fund 4
Sub-adviser: Marsico Capital Management, LLC
- ----------------------------------------------------------------
Other important information 7
- ----------------------------------------------------------------
How the Fund is managed 8

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ABOUT YOUR INVESTMENT

Information for investors
Buying, selling and exchanging shares 10
Distributions and taxes 13
- ---------------------------------------------------------------
Terms used in this prospectus 15
- ---------------------------------------------------------------
Where to find more information back cover

3
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ABOUT THE EQUITY FUND
- --------------------------------------------------------------------------------

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About the sub-adviser

The Fund does not have its own investment adviser or sub-adviser
because it's a "feeder" fund. A feeder fund typically invests all
of its assets in another fund, which is called a "master
portfolio." Master Portfolio and Fund are sometimes used
interchangeably.

Marsico Capital Management, LLC (Marsico Capital) is the Master
Portfolio's sub-adviser. is the portfolio manager and makes
the day-to-day investment decisions for the Master Portfolio.

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You'll find more about Marsico Capital and on page 9.

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What is an international multi-cap fund?

An international multi-cap fund invests in companies around the
world as well as across the capitalization spectrum -- small, mid
and large companies -- that have the potential for significant
increases in revenue or earnings. These are typically companies
that may be large, established and well-known companies as well as
small, new and relatively unknown companies that are developing or
applying new technologies, products or services in strong industry
sectors.

NATIONS MARSICO INTERNATIONAL OPPORTUNITIES FUND

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INVESTMENT OBJECTIVE

This Fund seeks long-term growth of capital.

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PRINCIPAL INVESTMENT STRATEGIES

The Fund invests all of its assets in Nations Marsico International
Opportunities Master Portfolio (the Master Portfolio). The Master
Portfolio has the same investment objective as the Fund.

The Master Portfolio normally invests at least 65% of its assets in common
stocks of foreign companies of any capitalization size that are selected for
their long-term growth potential. The Master Portfolio normally invests in
issuers from at least three different countries not including the United States
and generally holds a core position of 35 to 50 common stocks. The Master
Portfolio may invest in common stocks of companies operating in emerging
markets.

The Master Portfolio also may invest in securities that aren't part of its
principal investment strategies, but it won't hold more than 10% of its assets
in any one type of these securities. These securities are described in the SAI.

Marsico Capital looks for companies with earnings growth potential that may not
be recognized by other investors, focusing on companies that have some of the
following characteristics:

o changing products, markets or technologies that may result in
extraordinary growth

o strong brand franchises that can take advantage of a changing global
environment

o global reach that allows the company to generate sales and earnings both
in the United States and abroad. This can give the company added growth
potential and also means the company may be less affected by changes in
local markets

o well positioned to take advantage of the major social, economic and
cultural shifts taking place in the world

Once an investment opportunity is identified, Marsico Capital uses a
disciplined analytical process to assess its potential as an investment. This
process includes a "top down" analysis that takes into account economic factors
like interest rates, inflation, the regulatory environment, the industry and
global competition.

The process also includes a "bottom-up" analysis of a company's financial
situation, as well as individual company characteristics like commitment to
research, market franchise and quality of management.

Marsico Capital may sell a security when it believes there is a deterioration
in the company's financial situation, the security is overvalued, when there is
a negative development in the company's competitive, regulatory or economic
environment, or for other reasons.

4
<PAGE>
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You'll find more about other risks of investing in this Fund
starting on page 7 and in the SAI.

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RISKS AND OTHER THINGS TO CONSIDER

Nations Marsico International Opportunities Fund has the following
risks:

o INVESTMENT STRATEGY RISK - There is a risk that the value of the
Master Portfolio's investments will not rise as high as Marsico
Capital expects, or will fall.

o STOCK MARKET RISK - The value of any stocks the Master Portfolio
holds can be affected by changes in U.S. or foreign economies and
financial markets, and the companies that issue the stocks, among
other things. Stock prices can rise or fall over short as well as
long periods. In general, stock markets tend to move in cycles, with
periods of rising prices and periods of falling prices.

o SMALLER AND MEDIUM COMPANY RISK - Smaller and medium companies can
experience tighter markets and can have more limited managerial and
financial resources than larger companies. Consequently, the
performance of smaller and medium companies can be more volatile and
they may be more likely to experience business failure, which tends
to cause greater price swings in the stocks of these companies that
are held by the Master Portfolio. In general, the smaller a company,
the more these risks increase.

o FOREIGN INVESTMENT RISK - Because the Master Portfolio invests
primarily in foreign securities, it can be affected by the risks of
foreign investing. Foreign investments may be riskier than U.S.
investments because of political and economic conditions, changes in
currency exchange rates, the implementation of the Euro, foreign
controls on investment, difficulties selling some securities and lack
of or limited financial information. Withholding taxes also may apply
to some foreign investments.

o INVESTING IN THE MASTER PORTFOLIO - Other mutual funds and eligible
investors can buy shares in the Master Portfolio. All investors in
the Master Portfolio invest under the same terms and conditions as
the Fund and pay a proportionate share of the Master Portfolio's
expenses. Other feeder funds that invest in the Master Portfolio may
have different share prices and returns than the Fund because
different feeder funds typically have varying sales charges, and
ongoing administrative and other expenses.

The Fund could withdraw its entire investment from the Master
Portfolio if it believes it's in the best interests of the Fund to do
so (for example, if the Master Portfolio changed its investment
objective). It is unlikely that this would happen, but if it did, the
Fund's portfolio could be less diversified and therefore less liquid,
and expenses could increase. The Fund might also have to pay
brokerage, tax or other charges.

5
<PAGE>
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There are two kinds of fees -- sales charges you pay directly, and
annual fund operating expenses that are deducted from a fund's
assets.

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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 Fund's actual
expenses and performance.

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A LOOK AT THE FUND'S PERFORMANCE

Because the Fund commenced operations on , 2000 and has not been in
operation for a full calendar year, no risk/return bar chart or table is
included in this prospectus.

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WHAT IT COSTS TO INVEST IN THE FUND

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

Shareholder fees Primary A
(Fees paid directly from your investment) Shares
Maximum sales charge (load) imposed on purchases none
Maximum deferred sales charge (load) none
Annual Fund operating expenses(1)
(Expenses that are deducted from the Fund's assets)
Management fees [ ]%
Other expenses(2) [ ]%
Total annual Fund operating expenses [ ]%
==========

(1) These fees and expenses include the Fund's portion of the fees and
expenses deducted from the assets of the Master Portfolio.

(2) Other expenses are based on estimates for the current fiscal year.

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

This example assumes:

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

o you reinvest all dividends and distributions in the Fund

o your investment has a 5% return each year

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

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

1 year 3 years
Primary A Shares $ $

6
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OTHER IMPORTANT INFORMATION

You'll find specific information about the Fund's principal investments,
strategies and risks in the description starting on page 4. The following are
some other risks and information you should consider before you invest:

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

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

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

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

o INVESTING DEFENSIVELY - The Master Portfolio may temporarily hold
investments that are not part of its investment objective or its
principal investment strategies to try to protect it during a market
or economic downturn or because of political or other conditions. A
Fund may not achieve its investment objective while it is investing
defensively.

o PORTFOLIO TURNOVER - A Fund that replaces -- or turns over -- more
than 100% of its investments in a year is considered to trade
frequently. Frequent trading can result in larger distributions of
short-term capital gains to shareholders. These gains are taxable at
higher rates than long-term capital gains. Frequent trading can also
mean higher brokerage and other transaction costs, which could reduce
the Fund's returns. The Fund generally buys securities for capital
appreciation, investment income, or both, and doesn't engage in
short-term trading. The annual portfolio turnover rate for Nations
Marsico International Opportunities Fund is expected to be no more
than [ ]%.

7
<PAGE>
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Banc of America Advisors, Inc.

One Bank of America Plaza
Charlotte, North Carolina 28255

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Marsico Capital
Management, LLC

1200 17th Street
Suite 1300
Denver, Colorado 80202

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HOW THE FUND IS MANAGED

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

BAAI is a registered investment adviser. It's a wholly-owned subsidiary of Bank
of America, which is owned by Bank of America Corporation. The Fund pays BAAI
an annual fee for its investment advisory services. The fee is calculated daily
based on the average net assets of the Fund and is paid monthly. BAAI uses part
of this money to pay investment the sub-adviser for the services it provides to
the Fund.

The following chart shows the maximum advisory fee BAAI can receive:

Annual investment advisory fee, as a % of average daily net assets

Maximum
advisory
fee
Nations Marsico International Opportunities Fund(1) [ ]%

(1) The Fund doesn't have its own investment adviser because it invests in
Nations Marsico International Opportunities Master Portfolio. BAAI is the
investment adviser to the Master Portfolio.

INVESTMENT SUB-ADVISER
Nations Funds and BAAI have engaged investment a sub-adviser to provide
day-to-day portfolio management for the Fund. This sub-adviser functions under
the supervision of BAAI and the Boards of Trustees of Nations Funds.

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 and currently
has $18 billion in assets under management.

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

Marsico Capital is the investment sub-adviser to Nations Marsico International
Opportunities Master Portfolio.

is the portfolio manager of Nations Marsico International Opportunities
Master Portfolio. Prior to joining Marsico Capital in May of 2000, Mr.
spent thirteen years as a for . He holds a degree in from .

8
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Stephens Inc.

111 Center Street
Little Rock, Arkansas 72201

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PFPC Inc.

400 Bellevue Parkway
Wilmington, Delaware 19809

OTHER SERVICE PROVIDERS
The Fund is distributed and co-administered by Stephens Inc. (Stephens), a
registered broker/dealer.

BAAI is also co-administrator of the Fund, and assists in overseeing the
administrative operations of the Fund. The Fund pays BAAI and Stephens a
combined fee of 0.23% for their services, plus certain out-of-pocket expenses.
The fee is calculated as an annual percentage of the average daily net assets
of the Fund and is paid monthly.

PFPC Inc. (PFPC) is the transfer agent for the Fund's shares. Its
responsibilities include processing purchases, sales and exchanges, calculating
and paying distributions, keeping shareholder records, preparing account
statements and providing customer service.

9
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ABOUT YOUR INVESTMENT
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When you sell shares of a mutual fund, the fund is effectively
"buying" them back from you. This is called a redemption.

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A business day is any day that the New York Stock Exchange (NYSE)
is open. A business day ends at the close of regular trading on the
NYSE, usually at 4:00 p.m. Eastern time. If the NYSE closes early,
the business day ends as of the time the NYSE closes.

The NYSE is closed on weekends and on the following national
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

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BUYING, SELLING AND EXCHANGING SHARES

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

o Primary A Shares are available to certain financial institutions and
intermediaries for their own accounts, and for certain client accounts for
which they act as a fiduciary, agent or custodian. These include:

o Bank of America and certain of its affiliates

o certain other financial institutions and intermediaries, including
financial planners and investment advisers

o institutional investors

o charitable foundations

o endowments

o other Funds in the Nations Funds family

o The minimum initial investment is $250,000. Financial institutions or
intermediaries can total the investments they make on behalf of their
clients to meet the minimum initial investment amount.

o There is no minimum amount for additional investments.

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

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

The Fund also offers other classes of shares, with different features and
expense levels, which you may be eligible to buy. Please contact your
investment professional, or call us at 1.800.765.2668 if you have any questions
or you need help placing an order.

HOW SHARES ARE PRICED
All transactions are based on the price of the Fund's shares -- or its net
asset value per share. We calculate net asset value per share for each class of
the Fund at the end of each business day. First, we calculate the net asset
value for each class of the 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.

10
<PAGE>
VALUING SECURITIES IN THE FUND
The value of the 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 the Fund. If
prices aren't readily available, or the value of a security has been materially
affected by events occurring after a foreign exchange closes, we'll base the
price of a security on its fair market value. When a Fund uses fair value to
price securities it may value those securities higher or lower than another
fund that uses market quotations to price the same securities. 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 the
Master Portfolio could change on days when Fund shares may not be bought or
sold.

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

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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. We'll return any payment received
for orders that we refuse.

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

o Shares purchased are recorded on the books of the 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.

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SELLING SHARES

Here are some general rules for selling shares:

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

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

11
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You should make sure you understand the investment objectives and
policies of the Fund you're exchanging into. Please read its
prospectus carefully.

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 Investment Company Act
of 1940 (1940 Act), we can pay investors in securities or other
property when they sell shares.

o We can delay payment of the sale proceeds for up to seven days.

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

We may sell shares:

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

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

o under certain other circumstances allowed under the 1940 Act

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EXCHANGING SHARES

Investors can sell shares of the 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 the Fund for Primary A
Shares of any other Nations Fund. In some cases, the only Money
Market Fund option is Trust Class Shares of Nations Reserves Money
Market Funds.

o The rules for buying shares of 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 (generally 60
days for a material change or cancellation).

12
<PAGE>
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The power of compounding

Reinvesting your distributions buys you more shares of the Fund --
which lets you take advantage of the potential for compound growth.

Putting the money you earn back into your investment means it, in
turn, may earn even more money. Over time, the power of compounding
has the potential to significantly increase the value of your
investment. There is no assurance, however, that you'll earn more
money if you reinvest your distributions.

[GRAPHIC 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 gain if the value of its investments
increases. If a fund sells an investment at a gain, the gain is
realized. If a fund continues to hold the investment, any gain is
unrealized.

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

The Fund distributes any net realized capital gain at least once a year. The
Fund declares and pays distributions of net investment income [QUARTERLY].

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

Different share classes of the Fund 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 Fund
unless you tell us you want to receive your distributions in cash. You can do
this by writing to us at the address on the back cover, or by calling us at
1.800.765.2668.

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

13
<PAGE>
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This information is a summary of how federal income taxes may
affect your investment in the Fund. 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.

If you buy shares of the Fund 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 Fund that holds securities
with unrealized capital gain, you will, in effect, receive part of your
purchase back if and when the Fund sells those securities and realizes and
distributes the gain. This distribution is also subject to tax. Some Funds have
built up, or have the potential to build up, high levels of unrealized capital
gain.

HOW TAXES AFFECT YOUR INVESTMENT
Distributions that come from net investment income, net foreign currency gain
and any excess of net short-term capital gain over net long-term capital loss,
generally are taxable to you as ordinary income.

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

In general, all distributions are taxable to you when paid, whether they are
paid in cash or automatically reinvested in additional shares of the 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
redemption proceeds paid to you (including amounts deemed to be paid for "in
kind" redemptions and exchanges) if:

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

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

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

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

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

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

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

14
<PAGE>
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TERMS USED IN THIS PROSPECTUS

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

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

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

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

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

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

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

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

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

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

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

15
<PAGE>
FIRST-TIER SECURITY - under Rule 2a-7 under the 1940 Act, a debt security that
is an eligible investment for money market funds and has the highest short-term
rating from a nationally recognized statistical rating organization (NRSRO), or
if unrated, is determined by the fund's portfolio management team to be of
comparable quality, or is a money market fund issued by a registered investment
company, or is a government security.

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

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

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

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

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 is considered to
mature in 13 months or less. Money market instruments include U.S. Treasury
obligations, U.S. government obligations, certificates of deposit, bankers'
acceptances, commercial paper, repurchase agreements and certain municipal
securities.

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

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

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

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

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.

16
<PAGE>
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.

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.

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.

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

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

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

17
<PAGE>
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WHERE TO FIND MORE INFORMATION

You'll find more information about the Equity Fund in the following documents:

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
the Fund's performance during the period covered.

[GRAPHIC APPEARS HERE]
STATEMENT OF ADDITIONAL INFORMATION

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

You can obtain a free copy of these documents, request other information
about the Fund and make shareholder inquiries 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.nations-funds.com

Information about the Fund can be reviewed and copied at the
Commission's Public Reference Room in Washington, D.C. Information on
the operation of the Public Reference Room may be obtained by calling
the Commission at 1-202-942-8090. The reports and other information
about the Fund are available on the EDGAR Database on the Commission's
Internet site at http://www.sec.gov, and copies of this information may
be obtained, after paying a duplicating fee, by electronic request at
the following E-mail address: [email protected], or by writing the
Commission's Public Reference Section, Washington, D.C. 20549-0102.

SEC file number:
Nations Funds Trust, 811-09645

-- 5/00

[GRAPHIC APPEARS HERE]
NATIONS FUNDS
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PRELIMINARY PROSPECTUS DATED , 2000
SUBJECT TO COMPLETION

EQUITY FUND

PROSPECTUS -- INVESTOR A, B AND C SHARES

, 2000
[GRAPHIC APPEARS HERE]
Equity Fund

NATIONS MARSICO INTERNATIONAL OPPORTUNITIES FUND

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
- ----------------------

[GRAPHIC APPEARS HERE]
NATIONS FUNDS
<PAGE>
AN OVERVIEW OF THE FUND
- --------------------------------------------------------------------------------

[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 32.

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

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

This booklet, which is called a prospectus, tells you about one of the Nations
Funds Equity Funds, Nations Marsico International Opportunities Fund. Please
read it carefully, because it contains information that's designed to help you
make informed investment decisions.

ABOUT THE FUND
Nations Marsico International Opportunities Fund invests primarily in equity
securities of foreign companies of any size.

FOREIGN SECURITIES have the potential to provide you with higher returns than
many other kinds of investments, but they involve special risks not associated
with investing in the U.S. Stock Market, which you need to be aware of before
you invest. There's always a risk that you'll lose money or you may not earn as
much as you expect.

Nations Marsico International Opportunities Fund focuses on long-term growth.
It may be suitable for you if:

o you have longer-term investment goals

o it's part of a balanced portfolio

o you want to try to hedge your portfolio against a loss of buying power
that inflation can cause over time

It may not be suitable for you if:

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

o you have short-term investment goals

o you're looking for a regular stream of income

You'll find a discussion of the Fund's principal investments, strategies and
risks in the Fund description that starts on page 4.

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

2
<PAGE>
WHAT'S INSIDE
- --------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]
BANC OF AMERICA ADVISORS, INC.

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

[GRAPHIC APPEARS HERE]
YOU'LL FIND MORE ABOUT
BAAI AND THE SUB-ADVISER
STARTING ON PAGE 9.

[GRAPHIC APPEARS HERE]
ABOUT THE FUND

Equity Fund
NATIONS MARSICO INTERNATIONAL OPPORTUNITIES FUND 4
Sub-adviser: Marsico Capital Management, LLC
- ---------------------------------------------------------------
OTHER IMPORTANT INFORMATION 8
- ---------------------------------------------------------------
HOW THE FUND IS MANAGED 9

[GRAPHIC APPEARS HERE]
ABOUT YOUR INVESTMENT

INFORMATION FOR INVESTORS
Choosing a share class 11
Buying, selling and exchanging shares 20
How selling and servicing agents are paid 28
Distributions and taxes 30
- ---------------------------------------------------------------
TERMS USED IN THIS PROSPECTUS 32
- ---------------------------------------------------------------
WHERE TO FIND MORE INFORMATION BACK COVER

3
<PAGE>
ABOUT THE EQUITY FUND
- --------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]
ABOUT THE SUB-ADVISER

THE FUND DOES NOT HAVE ITS OWN INVESTMENT ADVISER OR SUB-ADVISER
BECAUSE IT'S A "FEEDER" FUND. A FEEDER FUND TYPICALLY INVESTS ALL
OF ITS ASSETS IN ANOTHER FUND, WHICH IS CALLED A "MASTER
PORTFOLIO." MASTER PORTFOLIO AND FUND ARE SOMETIMES USED
INTERCHANGEABLY.

MARSICO CAPITAL MANAGEMENT, LLC (MARSICO CAPITAL) IS THE MASTER
PORTFOLIO'S SUB-ADVISER. IS THE PORTFOLIO MANAGER AND MAKES
THE DAY-TO-DAY INVESTMENT DECISIONS FOR THE MASTER PORTFOLIO.

[GRAPHIC APPEARS HERE]
YOU'LL FIND MORE ABOUT
MARSICO CAPITAL AND
ON PAGE 9.

[GRAPHIC APPEARS HERE]
WHAT IS AN INTERNATIONAL MULTI-CAP FUND?

AN INTERNATIONAL MULTI-CAP FUND INVESTS IN COMPANIES AROUND THE
WORLD AS WELL AS ACROSS THE CAPITALIZATION SPECTRUM -- SMALL, MID
AND LARGE COMPANIES -- THAT HAVE THE POTENTIAL FOR SIGNIFICANT
INCREASES IN REVENUE OR EARNINGS. THESE ARE TYPICALLY COMPANIES
THAT MAY BE LARGE, ESTABLISHED AND WELL-KNOWN COMPANIES AS WELL AS
SMALL, NEW AND RELATIVELY UNKNOWN COMPANIES THAT ARE DEVELOPING OR
APPLYING NEW TECHNOLOGIES, PRODUCTS OR SERVICES IN STRONG INDUSTRY
SECTORS.

NATIONS MARSICO INTERNATIONAL OPPORTUNITIES FUND

[GRAPHIC APPEARS HERE]
INVESTMENT OBJECTIVE

This Fund seeks long-term growth of capital.

[GRAPHIC APPEARS HERE]
PRINCIPAL INVESTMENT STRATEGIES

The Fund invests all of its assets in Nations Marsico International
Opportunities Master Portfolio (the Master Portfolio). The Master
Portfolio has the same investment objective as the Fund.

The Master Portfolio normally invests at least 65% of its assets in COMMON
STOCKS of foreign companies of any capitalization size that are selected for
their long-term growth potential. The Master Portfolio normally invests in
issuers from at least three different countries not including the United States
and generally holds a core position of 35 to 50 common stocks. The Master
Portfolio may invest in common stocks of companies operating in emerging
markets.

Marsico Capital looks for companies with earnings growth potential that may not
be recognized by other investors, focusing on companies that have some of the
following characteristics:

o changing products, markets or technologies that may result in
extraordinary growth

o strong brand franchises that can take advantage of a changing global
environment

o well positioned to take advantage of the major social, economic and
cultural shifts taking place in the world

4
<PAGE>
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YOU'LL FIND MORE ABOUT OTHER RISKS OF INVESTING IN THIS FUND
STARTING ON PAGE 8 AND IN THE SAI.

Marsico Capital may sell a security when it believes there is a
deterioration in the company's financial situation, the security is
overvalued, when there is a negative development in the company's
competitive, regulatory or economic environment, or for other reasons.

[GRAPHIC APPEARS HERE]
RISKS AND OTHER THINGS TO CONSIDER

Nations Marsico International Opportunities Fund has the following
risks:

o INVESTMENT STRATEGY RISK - There is a risk that the value of the
Master Portfolio's investments will not rise as high as Marsico
Capital expects, or will fall.

5
<PAGE>
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THERE ARE TWO KINDS OF FEES -- SALES CHARGES YOU PAY DIRECTLY, AND
ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM A FUND'S
ASSETS.

[GRAPHIC APPEARS HERE]
A LOOK AT THE FUND'S PERFORMANCE

Because the Fund commenced operations on , 2000 and has not been in
operation for a full calendar year, no risk/return bar chart or table is
included in the prospectus.

[GRAPHIC APPEARS HERE]
WHAT IT COSTS TO INVEST IN THE FUND

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

<TABLE>
<CAPTION>
SHAREHOLDER FEES Investor A Investor B Investor C
(Fees paid directly from your investment) Shares Shares Shares
<S> <C> <C> <C>
Maximum sales charge (load)
imposed on purchases, as a %
of offering price 5.75% none none

Maximum deferred sales charge,
as a % of net asset value none(1) 5.00%(2) 1.00%(3)

Redemption fee, as a %
of the amount sold none none none

ANNUAL FUND OPERATING EXPENSES(4)
(Expenses that are deducted from the Fund's assets)

Management fees [ ]% [ ]% [ ]%

Distribution (12b-1) and shareholder
servicing fees 0.25% 1.00% 1.00%

Other expenses(5) [ ]% [ ]% [ ]%
--------- -------- --------
Total annual Fund operating expenses [ ]% [ ]% [ ]%
========= ======== ========
</TABLE>

(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 eighteen
months of buying them. Please see page 13 for details.

(2) This charge decreases over time. Please see page 14 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 16 for details.

(4) These fees and expenses include the Fund's portion of the fees and
expenses deducted from the assets of the Master Portfolio.

(5) Other expenses are based on estimates for the current fiscal year.

6
<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 FUND'S
ACTUAL EXPENSES AND PERFORMANCE.

EXAMPLE
This example is intended to help you compare the cost of investing in
this Fund 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 Fund for the time periods indicated and then sell all of your
shares at the end of those periods

o you reinvest all dividends and distributions in the Fund

o your investment has a 5% return each year

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

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

1 year 3 years
Investor A Shares $ $
Investor B Shares $ $
Investor C Shares $ $

If you bought Investor B or Investor C Shares, you would pay the
following expenses if you didn't sell your shares:

1 year 3 years
Investor B Shares $ $
Investor C Shares $ $

7
<PAGE>
[GRAPHIC APPEARS HERE]
OTHER IMPORTANT INFORMATION

o PORTFOLIO TURNOVER - A Fund that replaces -- or turns over -- more
than 100% of its investments in a year is considered to trade
frequently. Frequent trading can result in larger distributions of
short-term CAPITAL GAINS to shareholders. These gains are taxable at
higher rates than long-term capital gains. Frequent trading can also
mean higher brokerage and other transaction costs, which could reduce
the Fund's returns. The Fund generally buys securities for capital
appreciation, investment income, or both, and doesn't engage in
short-term trading. The annual portfolio turnover rate for Nations
Marsico International Opportunities Fund is expected to be no more
than [ ]%.

8
<PAGE>
[GRAPHIC APPEARS HERE]
BANC OF AMERICA ADVISORS, INC.

ONE BANK OF AMERICA PLAZA
CHARLOTTE, NORTH CAROLINA 28255

[GRAPHIC APPEARS HERE]
MARSICO CAPITAL
MANAGEMENT, LLC

1200 17TH STREET
SUITE 1300
DENVER, COLORADO 80202

[GRAPHIC APPEARS HERE]
HOW THE FUND IS MANAGED

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

BAAI is a registered investment adviser. It's a wholly-owned subsidiary of Bank
of America, which is owned by Bank of America Corporation. The Fund pays BAAI
an annual fee for its investment advisory services. The fee is calculated daily
based on the average net assets of the Fund and is paid monthly. BAAI uses part
of this money to pay the investment sub-adviser for the services it provides to
the Fund.

The following chart shows the maximum advisory fee BAAI can receive:

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

Maximum
advisory
fee
Nations Marsico International Opportunities Fund(1) [ ]%

(1) The Fund doesn't have its own investment adviser because it invests in
Nations Marsico International Opportunities Master Portfolio. BAAI is the
investment adviser to the Master Portfolio.

INVESTMENT SUB-ADVISER
Nations Funds and BAAI have engaged an investment sub-adviser to provide
day-to-day portfolio management for the Fund. This sub-adviser functions under
the supervision of BAAI and the Boards of Trustees of Nations Funds.

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

Marsico Capital is the investment sub-adviser to Nations Marsico International
Opportunities Master Portfolio.

9
<PAGE>
[GRAPHIC APPEARS HERE]
STEPHENS INC.

111 CENTER STREET
LITTLE ROCK, ARKANSAS 72201

[GRAPHIC APPEARS HERE]
PFPC INC.

400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809

OTHER SERVICE PROVIDERS
The Fund is distributed and co-administered by Stephens Inc. (Stephens), a
registered broker/dealer. Stephens may pay commissions, distribution (12b-1)
and shareholder servicing fees, and/or other compensation to companies for
selling shares and providing services to investors.

10
<PAGE>
ABOUT YOUR INVESTMENT
- --------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]
WE'VE USED THE TERM, INVESTMENT PROFESSIONAL, TO REFER TO THE
PERSON WHO HAS ASSISTED YOU WITH BUYING NATIONS FUNDS. SELLING
AGENT OR SERVICING AGENT (SOMETIMES REFERRED TO AS A SELLING AGENT)
MEANS THE COMPANY THAT EMPLOYS YOUR INVESTMENT PROFESSIONAL.
SELLING AND SERVICING AGENTS INCLUDE BANKS, BROKERAGE FIRMS, MUTUAL
FUND DEALERS AND OTHER FINANCIAL INSTITUTIONS, INCLUDING AFFILIATES
OF BANK OF AMERICA.

[GRAPHIC APPEARS HERE]
FOR MORE INFORMATION ABOUT HOW TO CHOOSE A SHARE CLASS, CONTACT
YOUR INVESTMENT PROFESSIONAL OR CALL US AT 1.800.321.7854.

[GRAPHIC APPEARS HERE]
BEFORE YOU INVEST, PLEASE NOTE THAT OVER TIME, DISTRIBUTION
(12B-1) AND SHAREHOLDER SERVICING FEES WILL INCREASE THE COST OF
YOUR INVESTMENT, AND MAY COST YOU MORE THAN ANY SALES CHARGES YOU
MAY PAY. FOR MORE INFORMATION, SEE HOW SELLING AND SERVICING
AGENTS ARE PAID.

[GRAPHIC APPEARS HERE]
CHOOSING A SHARE CLASS

Before you can invest in the Fund, you'll need to choose a share class. There
are three classes of shares for the Fund offered by this prospectus.

Each class has its own sales charges and fees. The table below compares the
charges and fees of the share classes.
<TABLE>
<CAPTION>
Investor A Investor B Investor C
Shares Shares Shares
<S> <C> <C> <C>
Maximum amount no limit $250,000 no limit
you can buy

Maximum front-end 5.75% none none
sales charge

Maximum deferred none(1) 5.00%(2) 1.00%(3)
sales charge

Redemption fee none none none

Maximum annual 0.25% distribution 0.75% distribution 0.75% distribution
distribution (12b-1)/service (12b-1) fee (12b-1) fee
and shareholder fee 0.25% service fee 0.25% service fee
servicing fees

Conversion feature none yes none
</TABLE>

(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 eighteen months of
buying them. Please see page 13 for details.

(2) This charge decreases over time. Please see page 14 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 16 for details.

The share class you choose will depend on how much you're investing, how long
you're planning to stay invested, and how you prefer to pay the sales charge.

11
<PAGE>
[GRAPHIC APPEARS HERE]
THE OFFERING PRICE PER SHARE IS THE NET ASSET VALUE PER SHARE PLUS
ANY SALES CHARGE THAT APPLIES.

THE NET ASSET VALUE PER SHARE IS THE PRICE OF A SHARE CALCULATED BY
THE FUND EVERY BUSINESS DAY.

The total cost of your investment over the time you expect to hold your shares
will be affected by the distribution (12b-1) and shareholder servicing fees, as
well as by the amount of any front-end sales charge or contingent deferred
sales charge (CDSC) that applies, and when you're required to pay the charge.
You should think about these things carefully before you invest.

Investor A Shares have a front-end sales charge, which is deducted when you buy
your shares. This means that a smaller amount is invested in the Fund, unless
you qualify for a waiver or reduction of the sales charge. However, Investor A
Shares have lower ongoing distribution (12b-1) and/or shareholder servicing
fees than Investor B and Investor C Shares. This means that Investor A Shares
can be expected to pay relatively higher dividends per share.

Investor B Shares have limits on how much you can invest. When you buy Investor
B or Investor C Shares, the full amount is invested in the Fund. However, you
may pay a CDSC when you sell your shares. Over time, Investor B and Investor C
Shares can incur distribution (12b-1) and shareholder servicing fees that are
equal to or more than the front-end sales charge, and the distribution (12b-1)
and shareholder servicing fees you would pay for Investor A Shares. Although
the full amount of your purchase is invested in the Fund, any positive
investment return on this money may be partially or fully offset by the
expected higher annual expenses of Investor B and Investor C Shares. You should
also consider the conversion feature for Investor B Shares, which is described
in ABOUT INVESTOR B SHARES.

[GRAPHIC APPEARS HERE]
ABOUT INVESTOR A SHARES

There is no limit to the amount you can invest in Investor A Shares. You
generally will pay a front-end sales charge when you buy your shares, or
in some cases, a CDSC when you sell your shares.

FRONT-END SALES CHARGE
You'll pay a front-end sales charge when you buy Investor A Shares,
unless:

o you qualify for a waiver of the sales charge. You can find out if you
qualify for a waiver in the section, WHEN YOU MIGHT NOT HAVE TO PAY A
SALES CHARGE

o you're reinvesting distributions

The sales charge you'll pay depends on the amount you're investing --
the larger the investment, the smaller the sales charge.

12
<PAGE>
<TABLE>
<CAPTION>
Nations Marsico International Opportunities Fund
<S> <C> <C> <C>
Amount retained
Sales charge Sales charge by selling agents
as a % of the as a % of the as a % of the
offering price net asset value offering price
Amount you bought per share per share per share

$ 0-$49,999 5.75% 6.10% 5.00%
$ 50,000-$99,999 4.50% 4.71% 3.75%
$ 100,000-$249,999 3.50% 3.63% 2.75%
$ 250,000-$499,999 2.50% 2.56% 2.00%
$ 500,000-$999,999 2.00% 2.04% 1.75%
$1,000,000 or more 0.00% 0.00% 1.00%(1)
</TABLE>

(1) 1.00% on the first $3,000,000, 0.50% on the next $47,000,000, 0.25%
on amounts over $50,000,000. Stephens pays the amount retained by
selling agents on investments of $1,000,000 or more, but may be
reimbursed when a CDSC is deducted if the shares are sold within
eighteen months from the time they were bought. Please see HOW
SELLING AND SERVICING AGENTS ARE PAID for more information.

CONTINGENT DEFERRED SALES CHARGE
If you own or buy $1,000,000 or more of Investor A Shares, there are two
situations when you'll pay a CDSC:

o If you bought your shares before August 1, 1999, and you sell them:

o during the first year you own them, you'll pay a CDSC of 1.00%
o during the second year you own them, you'll pay a CDSC of 0.50%

o If you buy your shares on or after August 1, 1999 and sell them within
18 months of buying them, you'll pay a CDSC of 1.00%.

The CDSC is calculated from the day your purchase is accepted (the TRADE
DATE). We deduct the CDSC from the market value or purchase price of the
shares, whichever is lower.

You won't pay a CDSC on any increase in net asset value since you bought
your shares, or on any shares you receive from reinvested distributions.
We'll sell any shares that aren't subject to the CDSC first. We'll then
sell shares that result in the lowest CDSC.

13
<PAGE>
[GRAPHIC APPEARS HERE]
ABOUT INVESTOR B SHARES

You can buy up to $250,000 of Investor B Shares at a time. You don't pay
a sales charge when you buy Investor B Shares, but you may have to pay a
CDSC when you sell them.

CONTINGENT DEFERRED SALES CHARGE
You'll pay a CDSC when you sell your Investor B Shares, unless:

o you bought the shares on or after January 1, 1996 and before August 1,
1997

o you received the shares from reinvested distributions

o you qualify for a waiver of the CDSC. You can find out how to qualify
for a waiver on page 19

The CDSC you pay depends on the Fund you bought, when you bought your
shares, how much you bought in some cases, and how long you held them.

<TABLE>
<CAPTION>
Nations Marsico International Opportunities Fund

If you sell your shares
during the following year: You'll pay a CDSC of:
- ---------------------------------- ---------------------------------------------------------------------
Shares
you
bought Shares
Shares on or after you
you bought Shares you bought between 1/1/1996 bought
after 8/1/1997 and 11/15/1998 and before before
11/15/1998 in the following amounts: 8/1/1997 1/1/1996
------------ ------------------------------------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
$ 0- $250,000- $500,000-
$249,999 $499,999 $999,999
the first year you own them 5.0% 5.0% 3.0% 2.0% none 5.0%
the second year you own them 4.0% 4.0% 2.0% 1.0% none 4.0%
the third year you own them 3.0% 3.0% 1.0% none none 3.0%
the fourth year you own them 3.0% 3.0% none none none 2.0%
the fifth year you own them 2.0% 2.0% none none none 2.0%
the sixth year you own them 1.0% 1.0% none none none 1.0%
after six years of owning them none none none none none none
</TABLE>

The CDSC is calculated from the trade date of your purchase. We deduct
the CDSC from the market value or purchase price of the shares,
whichever is lower. We'll sell any shares that aren't subject to the
CDSC first. We'll then sell shares that result in the lowest CDSC.

Your selling agent receives compensation when you buy Investor B Shares.
Please see HOW SELLING AND SERVICING AGENTS ARE PAID for more
information.

14
<PAGE>
ABOUT THE CONVERSION FEATURE
Investor B Shares generally convert automatically to Investor A Shares
according to the following schedule:

Nations Marsico International Opportunities Fund
Will convert to Investor A Shares
Investor B Shares you bought after you've owned them for

after November 15, 1998 eight years
between August 1, 1997
and November 15, 1998

$ 0-$249,000 nine years
$ 250,000-$499,999 six years
$ 500,000-$999,999 five years
before August 1, 1997 nine years

The conversion feature allows you to benefit from the lower operating
costs of Investor A Shares, which can help increase total returns.

Here's how the conversion works:

o We won't convert your shares if you tell your investment professional,
selling agent or the transfer agent within 90 days before the
conversion date that you don't want your shares to be converted.
Remember, it's in your best interest to convert your shares because
Investor A Shares have lower expenses.

o Shares are converted at the end of the month in which they become
eligible for conversion. Any shares you received from reinvested
distributions on these shares will convert to Investor A Shares at the
same time.

o You'll receive the same dollar value of Investor A Shares as the
Investor B Shares that were converted. No sales charge or other
charges apply.

o Investor B Shares that you received from an exchange of Investor B
Shares of another Nations Fund will convert based on the day you
bought the original shares. Your conversion date may be later if you
exchanged to or from a Nations Funds Money Market Fund.

o Conversions are free from federal tax.

15
<PAGE>
[GRAPHIC APPEARS HERE]
PLEASE CONTACT YOUR INVESTMENT PROFESSIONAL FOR MORE INFORMATION
ABOUT REDUCTIONS AND WAIVERS OF SALES CHARGES.

YOU SHOULD TELL YOUR INVESTMENT PROFESSIONAL THAT YOU MAY QUALIFY
FOR A REDUCTION OR A WAIVER BEFORE BUYING SHARES.

WE CAN CHANGE OR CANCEL THESE TERMS AT ANY TIME. ANY CHANGE OR
CANCELLATION APPLIES ONLY TO FUTURE PURCHASES.

[GRAPHIC APPEARS HERE]
ABOUT INVESTOR C SHARES

There is no limit to the amount you can invest in Investor C Shares. You
don't pay a sales charge when you buy Investor C Shares, but you may pay
a CDSC when you sell them.

CONTINGENT DEFERRED SALES CHARGE
You'll pay a CDSC of 1.00% when you sell Investor C Shares within one
year of buying them, unless:

o you received the shares from reinvested distributions

o you qualify for a waiver of the CDSC. You can find out how to qualify
for a waiver on page 19

Your selling agent receives compensation when you buy Investor C Shares.
Please see HOW SELLING AND SERVICING AGENTS ARE PAID for more
information.

WHEN YOU MIGHT NOT HAVE TO PAY A SALES CHARGE

FRONT-END SALES CHARGES
(Investor A Shares)

There are three ways you can lower the front-end sales charge you pay on
Investor A Shares:

o COMBINE PURCHASES YOU'VE ALREADY MADE
Rights of accumulation allow you to combine the value of Investor A,
Investor B and Investor C Shares you already own with Investor A
Shares you're buying in order to calculate the sales charge. The sales
charge is based on the total value of the shares you already own, or
the original purchase cost, whichever is higher, plus the value of the
shares you're buying. Index Funds and Money Market Funds, except
Investor B and Investor C Shares of Nations Reserves Money Market
Funds, don't qualify for rights of accumulation.

o COMBINE PURCHASES YOU PLAN TO MAKE
By signing a letter of intent, you can combine the value of shares you
already own with the value of shares you plan to buy over a 13-month
period to calculate the sales charge.

o You can choose to start the 13-month period up to 90 days before you
sign the letter of intent.

o Each purchase you make will receive the sales charge that applies to
the total amount you plan to buy.

16
<PAGE>
o If you don't buy as much as you planned within the period, you must
pay the difference between the charges you've paid and the charges
that actually apply to the shares you've bought.

o Your first purchase must be at least 5% of the minimum amount for
the sales charge level that applies to the total amount you plan to
buy.

o If the purchase you've made later qualifies for a reduced sales
charge through the 90-day backdating provisions, we'll make an
adjustment for the lower charge when the letter of intent expires.
Any adjustment will be used to buy additional shares at the reduced
sales charge.

o COMBINE PURCHASES WITH FAMILY MEMBERS
You can receive a quantity discount by combining purchases of Investor
A Shares that you, your spouse and children under age 21 make on the
same day. Some distributions or payments from the dissolution of
certain qualified plans also qualify for the quantity discount. Index
Funds and Money Market Funds, except Investor B and Investor C Shares
of Nations Reserves Money Market Funds, don't qualify.

The following investors can buy Investor A Shares without paying a
front-end sales charge:

o full-time employees and retired employees of Bank of America
Corporation (and its predecessors), its affiliates and subsidiaries
and the immediate families of these people

o banks, trust companies and thrift institutions, acting as
fiduciaries

o individuals receiving a distribution from a Bank of America trust or
other fiduciary account may use the proceeds of that distribution to
buy Investor A Shares without paying a front-end sales charge, as
long as the proceeds are invested in the Funds within 90 days of the
date of distribution

o Nations Funds' Trustees, Directors and employees of its investment
sub-advisers

o registered broker/dealers that have entered into a Nations Funds
dealer agreement with Stephens may buy Investor A Shares without
paying a front-end sales charge for their investment account only

o registered personnel and employees of these broker/dealers and their
family members may buy Investor A Shares without paying a front-end
sales charge according to the internal policies and procedures of
the employing broker/dealer as long as these purchases are made for
their own investment purposes

o employees or partners of any service provider to the Fund

o investors who buy through accounts established with certain
fee-based investment advisers or financial planners, including
Nations Funds Personal Investment Planner accounts, wrap fee
accounts and other managed agency/asset allocation accounts

o shareholders of certain Funds that reorganized into the Nations
Funds who were entitled to buy shares at net asset value

17
<PAGE>
The following plans can buy Investor A Shares without paying a front-end
sales charge:

o pension, profit-sharing or other employee benefit plans established
under Section 401 or Section 457 of the Internal Revenue Code of 1986,
as amended (the tax code)

o employee benefit plans created according to Section 403(b) of the tax
code and sponsored by a non-profit organization qualified under
Section 501(c)(3) of the tax code. To qualify for the waiver, the plan
must:

o have at least $500,000 invested in Investor A Shares of Nations
Funds (except Money Market Funds), or

o sign a letter of intent to buy at least $500,000 of Investor A
Shares of Nations Funds (except Money Market Funds), or

o be an employer-sponsored plan with at least 100 eligible
participants, or

o be a participant in an alliance program that has signed an agreement
with the Fund or a selling agent

You can also buy Investor A Shares without paying a sales charge if you
buy the shares within 120 days of selling the same Fund. This is called
the reinstatement privilege. You can invest up to the amount of the sale
proceeds. We'll credit your account with any CDSC paid when you sold the
shares. The reinstatement privilege does not apply to any shares you
bought through a previous reinstatement. PFPC, Stephens or their agents
must receive your written request within 120 days after you sell your
shares.

In addition, you can buy Investor A Shares without paying a sales charge
if you buy the shares with proceeds from the redemption of shares of a
nonaffiliated mutual fund as long as the redemption of the nonaffiliated
fund shares occurred within 45 days prior to the purchase of the
Investor A Shares. We must receive a copy of the confirmation of the
redemption transaction in order for you to avoid paying the sales
charge.

Stephens may pay selling agents up to 1.00% of the net asset value of
Investor A Shares bought without a sales charge. Stephens may be
reimbursed through any CDSC that applies.

18
<PAGE>
CONTINGENT DEFERRED SALES CHARGES
(Investor A, Investor B and Investor C Shares)

You won't pay a CDSC on the following transactions:

o shares sold following the death or disability (as defined in the tax
code) of a shareholder, including a registered joint owner

o the following retirement plan distributions:

o lump-sum or other distributions from a qualified corporate or
self-employed retirement plan following the retirement (or following
attainment of age 59 1/2 in the case of a "key employee" of a "top
heavy" plan)

o distributions from an IRA or Custodial Account under Section
403(b)(7) of the tax code, following attainment of age 59 1/2

o a tax-free return of an excess contribution to an IRA

o distributions from a qualified retirement plan that aren't subject
to the 10% additional federal withdrawal tax under Section 72(t)(2)
of the tax code

o payments made to pay medical expenses which exceed 7.5% of income, and
distributions made to pay for insurance by an individual who has
separated from employment and who has received unemployment
compensation under a federal or state program for at least 12 weeks

o shares sold under our right to liquidate a shareholder's account,
including instances where the aggregate net asset value of Investor A,
Investor B or Investor C Shares held in the account is less than the
minimum account size

o withdrawals made under the Automatic Withdrawal Plan described in
BUYING, SELLING AND EXCHANGING SHARES, if the total withdrawals of
Investor A, Investor B or Investor C Shares made in a year are less
than 12% of the total value of those shares in your account. A CDSC
may only apply to Investor A Shares if you bought more than $1,000,000

We'll also waive the CDSC on the sale of Investor A or Investor C Shares
bought before September 30, 1994 by current or retired employees of Bank
of America and its affiliates, or by current or former trustees or
directors of the Nations Funds or other management companies managed by
Bank of America.

You won't pay a CDSC on the sale of Investor B or Investor C Shares if
you reinvest any of the proceeds in the same Fund within 120 days of the
sale. This is called the reinstatement privilege. You can invest up to
the amount of the sale proceeds. We'll credit your account with any CDSC
paid when you sold the shares. The reinstatement privilege does not
apply to any shares you bought through a previous reinstatement. PFPC,
Stephens or their agents must receive your written request within 120
days after you sell your shares.

19
<PAGE>
[GRAPHIC APPEARS HERE]
WHEN YOU SELL SHARES OF A MUTUAL, FUND, THE FUND IS EFFECTIVELY
"BUYING" THEM BACK FROM YOU. THIS IS CALLED A REDEMPTION.

[GRAPHIC APPEARS HERE]
BUYING, SELLING AND EXCHANGING SHARES

You can invest in the Fund through your selling agent or directly from Nations
Funds.

We encourage you to consult with an investment professional who can open an
account for you with a selling agent and help you with your investment
decisions. Once you have an account, you can buy, sell and exchange shares by
contacting your investment professional or selling agent. They will look after
any paperwork that's needed to complete a transaction and send your order to
us.

You should also ask your selling agent about its limits, fees and policies for
buying, selling and exchanging shares, which may be different from those
described here, and about its related programs or services.

The table on the next page summarizes some key information about buying,
selling and exchanging shares. You'll find sales charges and other fees that
apply to these transactions in CHOOSING A SHARE CLASS.

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

20
<PAGE>
<TABLE>
<CAPTION>
Ways to
buy, sell or How much you can buy,
exchange sell or exchange Other things to know
------------------ ---------------------------------------- -------------------------------------------------
<S> <C> <C> <C>
Buying shares In a lump sum minimum initial investment: There is no limit to the amount you can invest in
o $1,000 for regular accounts Investor A and C Shares. You can invest up to
o $500 for traditional and Roth IRA $250,000 in Investor B Shares at a time.
accounts
o $250 for certain fee-based accounts
o no minimum for certain retirement
plan accounts like 401(k) plans and
SEP accounts, but other restrictions
apply
minimum additional investment:
o $100 for all accounts

Using our minimum initial investment: You can buy shares monthly, twice a month or
Systematic o $100 quarterly, using automatic transfers from your
Investment Plan minimum additional investment: bank account.
o $50
- -----------------------------------------------------------------------------------------------------------------------------------
Selling shares In a lump sum o you can sell up to $50,000 of your We'll deduct any CDSC from the amount you're
shares by telephone, otherwise there selling and send you or your selling agent the
are no limits to the amount you can balance, usually within three business days of
sell receiving your order.
o other restrictions may apply to If you paid for your shares with a check that
withdrawals from retirement plan wasn't certified, we'll hold the sale proceeds
accounts when you sell those shares for at least 15 days
after the trade date of the purchase, or until the
check has cleared.

Using our o minimum $25 per withdrawal Your account balance must be at least $10,000
Automatic to set up the plan. You can make withdrawals
Withdrawal Plan monthly, twice a month or quarterly. We'll send
your money by check or deposit it directly to
your bank account. No CDSC is deducted if you
withdraw 12% or less of the value of your
shares in a class.
- -----------------------------------------------------------------------------------------------------------------------------------
Exchanging shares In a lump sum o minimum $1,000 per exchange You can exchange your Investor A Shares for
Investor A Shares of any other Nations Fund,
except Index Funds. You won't pay a front-end
sales charge, CDSC or redemption fee on the
shares you're exchanging.
You can exchange your Investor B Shares for:
o Investor B Shares of any other Nations Fund,
except Nations Funds Money Market Funds
o Investor B Shares of Nations Reserves Money
Market Funds
You won't pay a CDSC on the shares you're
exchanging.
You can exchange your Investor C Shares for:
o Investor C Shares of any other Nations Fund,
except Nations Funds Money Market Funds
o Investor C Shares of Nations Reserves Money
Market Funds
If you received Investor C Shares of a Fund from
an exchange of Investor A Shares of a Managed
Index Fund, you can also exchange these shares
for Investor A Shares of an Index Fund.
You won't pay a CDSC on the shares you're
exchanging.

Using our o minimum $25 per exchange This feature is not available for Investor B
Automatic Shares. You must already have an investment in
Exchange Feature the Funds you want to exchange. You can make
exchanges monthly or quarterly.
</TABLE>
21
<PAGE>
[GRAPHIC APPEARS HERE]
A BUSINESS DAY IS ANY DAY THAT THE NEW YORK STOCK EXCHANGE (NYSE)
IS OPEN. A BUSINESS DAY ENDS AT THE CLOSE OF REGULAR TRADING ON
THE NYSE, USUALLY AT 4:00 P.M. EASTERN TIME. IF THE NYSE CLOSES
EARLY, THE BUSINESS DAY ENDS AS OF THE TIME THE NYSE CLOSES.

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

VALUING SECURITIES IN THE FUND
The value of the 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 the Fund. If
prices aren't readily available, or the value of a security has been materially
affected by events occuring after a foreign exchange closes, we'll base the
price of a security on its fair market value. When a Fund uses fair value to
price securities it may value those securities higher or lower than another
fund that uses market quotation to price the same securities. 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 the
Master Portfolio could change on days when Fund shares may not be bought or
sold.

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

TELEPHONE ORDERS
You can place orders to buy, sell or exchange by telephone if you complete the
telephone authorization section of our account application and send it to us.

Here's how telephone orders work:

o If you sign up for telephone orders after you open your account, you
must have your signature guaranteed.

o Telephone orders may not be as secure as written orders. You may be
responsible for any loss resulting from a telephone order.

o We'll take reasonable steps to confirm that telephone instructions
are genuine. For example, we require proof of your identification
before we will act on instructions received by telephone and may
record telephone conversations. If we and our service providers
don't take these steps, we may be liable for any losses from
unauthorized or fraudulent instructions.

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

22
<PAGE>
[GRAPHIC APPEARS HERE]
THE OFFERING PRICE PER SHARE IS THE NET ASSET VALUE PER SHARE PLUS
ANY SALES CHARGE THAT APPLIES.

THE NET ASSET VALUE PER SHARE IS THE PRICE OF A SHARE CALCULATED BY
THE FUND EVERY BUSINESS DAY.

[GRAPHIC APPEARS HERE]
BUYING SHARES

Here are some general rules for buying shares:

o You buy Investor A Shares at the offering price per share. You buy
Investor B and Investor C Shares at net asset value per share.

o If we don't receive your money within three business days of
receiving your order, we'll refuse the order.

o Selling agents are responsible for sending orders to us and
ensuring we receive your money on time.

o Shares you buy are recorded on the books of the Fund. We don't
issue certificates unless you ask for them in writing, and we
don't issue certificates for fractions of shares.

MINIMUM INITIAL INVESTMENT
The minimum initial amount you can buy is usually $1,000.

If you're buying shares through one of the following accounts or plans, the
minimum initial amount you can buy is:

o $500 for traditional and Roth individual retirement accounts (IRAs)

o $250 for accounts set up with some fee-based investment advisers or
financial planners, including wrap fee accounts and other managed
accounts

o $100 using our Systematic Investment Plan

o There is no minimum for 401(k) plans, simplified employee pension
plans (SEPs), salary reduction-simplified employee pension plans
(SAR-SEPs), Savings Incentives Match Plans for Employees (SIMPLE
IRAs), salary reduction IRAs (SAR-IRAs) or other similar kinds of
accounts. However, if the value of your account falls below $1,000
for 401(k) plans or $500 for the other plans within one year after
you open your account, we may sell your shares. We'll give you 60
days notice in writing if we're going to do this

MINIMUM ADDITIONAL INVESTMENT

You can make additional purchases of $100, or $50 if you use our Systematic
Investment Plan.

23
<PAGE>
[GRAPHIC APPEARS HERE]
FOR MORE INFORMATION
ABOUT TELEPHONE ORDERS,
SEE PAGE 22.

SYSTEMATIC INVESTMENT PLAN
You can make regular purchases of $50 or more using automatic transfers from
your bank account to the Funds you choose. You can contact your investment
professional or us to set up the plan.

Here's how the plan works:

o You can buy shares twice a month, monthly or quarterly.

o You can choose to have us transfer your money on or about the 15th or
the last day of the month.

o Some exceptions may apply to employees of Bank of America and its
affiliates, and to plans set up before August 1, 1997. For details,
please contact your investment professional.

[GRAPHIC APPEARS HERE]
SELLING SHARES

Here are some general rules for selling shares:

o We'll deduct any CDSC from the amount you're selling and send you
the balance.

o If you're selling your shares through a selling agent, we'll
normally send the sale proceeds by federal funds wire within three
business days after Stephens, PFPC or their agents receive your
order. Your selling agent is responsible for depositing the sale
proceeds to your account on time.

o If you're selling your shares directly through us, we'll normally
send the sale proceeds by mail or wire them to your bank account
within three business days after the Fund receives your order.

o You can sell up to $50,000 of shares by telephone if you qualify for
telephone orders.

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

o If you hold any shares in certificate form, you must sign the
certificates (or send a signed stock power with them) and send them
to PFPC. Your signature must be guaranteed unless you've made other
arrangements with us. We may ask for any other information we need
to prove that the order is properly authorized.

o Under certain circumstances allowed under the Investment Company Act
of 1940 (1940 Act), we can pay you in securities or other property
when you sell your shares.

o We can delay payment of the sale proceeds for up to seven days.

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

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

We may sell your shares:

o if the value of your account falls below $500. We'll give you 60
days notice in writing if we're going to do this

o if your selling agent tells us to sell your shares under
arrangements made between the selling agent and its customers

o under certain other circumstances allowed under the 1940 Act

AUTOMATIC WITHDRAWAL PLAN
The Automatic Withdrawal Plan lets you withdraw $25 or more every month, every
quarter or every year. You can contact your investment professional or us to
set up the plan.

Here's how the plan works:

o Your account balance must be at least $10,000 to set up the plan.

o If you set up the plan after you've opened your account, your
signature must be guaranteed.

o You can choose to have us transfer your money on or about the 15th
or the 25th of the month.

o You won't pay a CDSC on Investor A, Investor B or Investor C Shares
if you withdraw 12% or less of the value of those shares in a year.
Otherwise, we'll deduct any CDSC from the withdrawals.

o We'll send you a check or deposit the money directly to your bank
account.

o You can cancel the plan by giving your selling agent or us 30 days
notice in writing.

It's important to remember that if you withdraw more than your investment in
the Fund is earning, you'll eventually use up your original investment.

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EXCHANGING SHARES

You can sell shares of the Fund to buy shares of another Nations Fund.
This is called an exchange. You might want to do this if your investment
goals or tolerance for risk changes.

Here's how exchanges work:

o You must exchange at least $1,000, or $25 if you use our Automatic
Exchange Feature.

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

o You may only make an exchange into a Fund that is legally sold in
your state of residence.

25
<PAGE>
o You generally may only make an exchange into a Fund that is
accepting investments.

o We may limit the number of exchanges you can make within a
specified period of time.

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

o You cannot exchange any shares you own in certificate form until
PFPC has received the certificate and deposited the shares to your
account.

EXCHANGING INVESTOR A SHARES
You can exchange Investor A Shares of a Fund for Investor A Shares of any
other Nations Fund, except Index Funds.

Here are some rules for exchanging Investor A Shares:

o You won't pay a front-end sales charge on the shares of the Fund
you're exchanging.

o You won't pay a CDSC on the shares you're exchanging. Any CDSC
will be deducted later on when you sell the shares you received
from the exchange. The CDSC at that time will be based on the
period from when you bought the original shares until when you
sold the shares you received from the exchange.

A CDSC may apply to the shares you receive from the exchange, and
to any Investor B Shares you receive from an exchange of these
shares. The CDSC will be based on the period from when you bought
your original Investor B Shares until you sell the shares you
received from the exchange.

EXCHANGING INVESTOR B SHARES
You can exchange Investor B Shares of a Fund for:

o Investor B Shares of any other Nations Fund, except Nations Funds
Money Market Funds

o Investor B Shares of Nations Reserves Money Market Funds

You won't pay a CDSC on the shares you're exchanging. Any CDSC will be
deducted later on when you sell the shares you received from the
exchange. The CDSC will be based on the period from when you bought the
original shares until you sold the shares you received from the
exchange.

26
<PAGE>
If you received Investor C Shares of a Nations Funds Money Market Fund
from an exchange of Investor B Shares of a Fund before October 1, 1999,
a CDSC may apply when you sell your Investor C Shares. The CDSC will be
based on the period from when you bought the original shares until you
exchanged them.

EXCHANGING INVESTOR C SHARES
You can exchange Investor C Shares of a Fund for:

o Investor C Shares of any other Nations Fund, except Nations Funds
Money Market Funds

o Investor C Shares of Nations Reserves Money Market Funds

If you received Investor C Shares of a Fund from an exchange of Investor
A Shares of a Managed Index Fund, you can also exchange these shares for
Investor A Shares of an Index Fund.

If you received Daily Shares of a Nations Funds Money Market Fund
through an exchange of Investor C Shares of a Fund before October 1,
1999, a CDSC may apply when you sell your Daily Shares. The CDSC will be
based on the period from when you bought the original shares until you
exchanged them.

AUTOMATIC EXCHANGE FEATURE
The Automatic Exchange Feature lets you exchange $25 or more of Investor A or
Investor C Shares every month or every quarter. You can contact your investment
professional or us to set up the plan.

Here's how automatic exchanges work:

o Send your request to PFPC in writing or call 1.800.321.7854.

o You must already have an investment in the Funds you want to
exchange.

o You can choose to have us transfer your money on or about the 15th
or the last day of the month.

o The rules for making exchanges apply to automatic exchanges.

27
<PAGE>
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THE FINANCIAL INSTITUTION OR INTERMEDIARY THAT BUYS SHARES FOR YOU
IS ALSO SOMETIMES REFERRED TO AS A SELLING AGENT.

THE DISTRIBUTION FEE IS OFTEN REFERRED TO AS A "12B-1" FEE BECAUSE
IT'S PAID THROUGH A PLAN APPROVED UNDER RULE 12B-1 UNDER THE 1940
ACT.

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

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HOW SELLING AND SERVICING AGENTS ARE PAID

Selling and servicing agents usually receive compensation based on your
investment in the Fund. 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.

COMMISSIONS
Your selling agent may receive an up-front commission (reallowance) when you
buy shares of a Fund. The amount of this commission depends on which share
class you choose:

o up to 4.25% of the offering price per share of Investor A Shares. The
commission is paid from the sales charge we deduct when you buy your
shares

o up to 4.00% of the net asset value per share of Investor B Shares. The
commission is not deducted from your purchase -- we pay your selling agent
directly

o up to 1.00% of the net asset value per share of Investor C Shares. The
commission is not deducted from your purchase -- we pay your selling agent
directly

If you buy Investor B or Investor C Shares you will be subject to higher
distribution (12b-1) and shareholder servicing fees and may be subject to a
CDSC when you sell your shares.

DISTRIBUTION (12B-1) AND SHAREHOLDER SERVICING FEES Stephens and selling
and servicing agents may be compensated for selling shares and providing
services to investors under distribution and shareholder servicing plans.

The amount of the fee depends on the class of shares you own:

<TABLE>
<CAPTION>
Maximum annual distribution (12b-1)
and shareholder servicing fees
(as an annual % of average daily net assets)
<S> <C>
Investor A Shares 0.25% combined distribution (12b-1) and shareholder servicing
fee Investor B Shares 0.75% distribution (12b-1) fee , 0.25% shareholder servicing fee
Investor C Shares 0.75% distribution (12b-1) fee, 0.25% shareholder servicing fee
</TABLE>

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

The Fund pays these fees to Stephens and to eligible selling and servicing
agents for as long as the plans continue. We may reduce or discontinue payments
at any time.

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<PAGE>
OTHER COMPENSATION
Selling and servicing agents may also receive:

o a bonus, incentive or other compensation relating to the sale, promotion
and marketing of the Fund

o additional amounts on all sales of shares:

o up to 1.00% of the offering price per share of Investor A Shares

o up to 1.00% of the net asset value per share of Investor B Shares

o up to 1.00% of the net asset value per share of Investor C Shares

o non-cash compensation like trips to sales seminars or vacation
destinations, tickets to sporting events, theater or other
entertainment, opportunities to participate in golf or other outings and
gift certificates for meals or merchandise

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

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

29
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THE POWER OF COMPOUNDING

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

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

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DISTRIBUTIONS AND TAXES

ABOUT DISTRIBUTIONS
A mutual fund can make money two ways:

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

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

The Fund distributes any net realized capital gain at least once a year. The
Fund declares and pays distributions of net investment income [QUARTERLY].

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

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

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

30
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THIS INFORMATION IS A SUMMARY OF HOW FEDERAL INCOME TAXES MAY
AFFECT YOUR INVESTMENT IN THE FUND. 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.

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FOR MORE INFORMATION ABOUT
TAXES, PLEASE SEE THE SAI.

HOW TAXES AFFECT YOUR INVESTMENT
Distributions that come from a Fund's net investment income, net foreign
currency gain and any excess of net short-term capital gain over net long-term
capital loss generally are taxable to you as ordinary income.

Distributions that come from a Fund's net capital gain (generally the excess of
net long-term capital gain over net short-term capital loss), generally are
taxable to you as net capital gain. Corporate shareholders won't be able to
deduct any distributions from a Fund when determining their taxable income.

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're otherwise subject to backup withholding

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

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

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

TAXATION OF REDEMPTIONS AND EXCHANGES
Your redemptions (including redemptions "in kind") and exchanges of Fund shares
will usually result in a taxable capital gain or loss, 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.

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TERMS USED IN THIS PROSPECTUS

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

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

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

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

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

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.

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

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