PILOT FUNDS
497, 1997-02-24
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<PAGE>   1
 
                        PILOT INTERNATIONAL EQUITY FUND
 
                       CLASS A SHARES AND CLASS B SHARES
   SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED JANUARY 2, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved an Agreement and Plan of
Reorganization (the "Reorganization Agreement") relating to the proposed
reorganization of the Fund into Nations International Growth Fund, a series of
Nations Fund, Inc. (the "Reorganization"). Nations Fund, Inc. is an open-end
management investment company registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for Nations International Growth Fund.
The Reorganization is subject to the satisfaction of a number of conditions,
including approval by Fund shareholders. It is currently anticipated Fund
shareholders will meet in April 1997 to consider a proposal to approve the
Reorganization Agreement.
 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE
<PAGE>   2
 
                        PILOT INTERNATIONAL EQUITY FUND
 
                                  PILOT SHARES
   SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED JANUARY 2, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved an Agreement and Plan of
Reorganization (the "Reorganization Agreement") relating to the proposed
reorganization of the Fund into Nations International Growth Fund, a series of
Nations Fund, Inc. (the "Reorganization"). Nations Fund, Inc. is an open-end
management investment company registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for Nations International Growth Fund.
The Reorganization is subject to the satisfaction of a number of conditions,
including approval by Fund shareholders. It is currently anticipated Fund
shareholders will meet in April 1997 to consider a proposal to approve the
Reorganization Agreement.
 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE
<PAGE>   3
 
                       PILOT DIVERSIFIED BOND INCOME FUND
                     PILOT U.S. GOVERNMENT SECURITIES FUND
               PILOT INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
                           PILOT MUNICIPAL BOND FUND
                     PILOT INTERMEDIATE MUNICIPAL BOND FUND
 
                       CLASS A SHARES AND CLASS B SHARES
   SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED JANUARY 2, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved Agreements and Plans of
Reorganization (the "Reorganization Agreements") relating to the proposed
consolidation of the portfolios of the Trust (each a "Pilot Fund") with
corresponding portfolios of Nations Fund, Inc. and Nations Fund Trust (each a
"Nations Fund"). Nations Fund, Inc. and Nations Fund Trust are each open-end
management investment companies registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for each Nations Fund. Pursuant to the
applicable Reorganization Agreement, each Pilot Fund described in this
Prospectus will reorganize into the corresponding Nations Fund indicated below
(a "Reorganization"). Each Reorganization is subject to the satisfaction of a
number of conditions, including approval by shareholders of the affected Pilot
Fund. It is currently anticipated that shareholders of each Pilot Fund will meet
in April 1997 to consider proposals to approve each Reorganization.
 
PILOT FUND                              CORRESPONDING NATIONS FUND           
- ----------                              --------------------------            
                                                           
Pilot Diversified Bond Income Fund      Nations Strategic Fixed Income Fund   

Pilot Intermediate Municipal Bond Fund  Nations Intermediate Municipal Bond 
                                          Fund   

Pilot Intermediate U.S. Government      Nations Short-Intermediate Government 
  Securities Fund                         Fund                              

Pilot Municipal Bond Fund               Nations Municipal Income Fund         
                                     
Pilot U.S. Government Securities Fund   Nations U.S. Government Bond Fund    
                                           
 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE
<PAGE>   4
 
                       PILOT DIVERSIFIED BOND INCOME FUND
                     PILOT U.S. GOVERNMENT SECURITIES FUND
               PILOT INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
                           PILOT MUNICIPAL BOND FUND
                     PILOT INTERMEDIATE MUNICIPAL BOND FUND
 
                                  PILOT SHARES
   SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED JANUARY 2, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved Agreements and Plans of
Reorganization (the "Reorganization Agreements") relating to the proposed
consolidation of the portfolios of the Trust (each a "Pilot Fund") with
corresponding portfolios of Nations Fund, Inc. and Nations Fund Trust (each a
"Nations Fund"). Nations Fund, Inc. and Nations Fund Trust are each open-end
management investment companies registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for each Nations Fund. Pursuant to the
applicable Reorganization Agreement, each Pilot Fund described in this
Prospectus will reorganize into the corresponding Nations Fund indicated below
(a "Reorganization"). Each Reorganization is subject to the satisfaction of a
number of conditions, including approval by shareholders of the affected Pilot
Fund. It is currently anticipated that shareholders of each Pilot Fund will meet
in April 1997 to consider proposals to approve each Reorganization.
 
PILOT FUND                                CORRESPONDING NATIONS FUND          
- ----------                                --------------------------         

Pilot Diversified Bond Income Fund        Nations Strategic Fixed Income Fund 

Pilot Intermediate Municipal Bond Fund    Nations Intermediate Municipal Bond
                                             Fund     

Pilot Intermediate U.S. Government        Nations Short-Intermediate Government
  Securities Fund                            Fund   

Pilot Municipal Bond Fund                 Nations Municipal Income Fund      

Pilot U.S. Government Securities Fund     Nations U.S. Government Bond Fund  

 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE
<PAGE>   5
 
                      PILOT SHORT-TERM U.S. TREASURY FUND
                    PILOT SHORT-TERM DIVERSIFIED ASSETS FUND
                  PILOT SHORT-TERM TAX-EXEMPT DIVERSIFIED FUND
                   PILOT MISSOURI SHORT-TERM TAX-EXEMPT FUND
 
                                INVESTOR SHARES
   SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED JANUARY 2, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved Agreements and Plans of
Reorganization (the "Reorganization Agreements") relating to the proposed
consolidation of the portfolios of the Trust (each a "Pilot Fund") with
corresponding portfolios of Nations Fund, Inc. and Nations Fund Trust (each a
"Nations Fund"). Nations Fund, Inc. and Nations Fund Trust are each open-end
management investment companies registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for each Nations Fund. Pursuant to the
applicable Reorganization Agreement, each Pilot Fund described in this
Prospectus will reorganize into the corresponding Nations Fund indicated below
(a "Reorganization"). Each Reorganization is subject to the satisfaction of a
number of conditions, including approval by shareholders of the affected Pilot
Fund. It is currently anticipated that shareholders of each Pilot Fund will meet
in April 1997 to consider proposals to approve each Reorganization.
 
PILOT FUND                                      CORRESPONDING NATIONS FUND    
- ----------                                      --------------------------    
                                                                              
Pilot Missouri Short-Term Tax-Exempt Fund       Nations Tax Exempt Fund       
                                                                              
Pilot Short-Term Diversified Assets Fund        Nations Prime Fund            
                                                                              
Pilot Short-Term Tax-Exempt Diversified Fund    Nations Tax Exempt Fund       
                                                                              
Pilot Short-Term U.S. Treasury Fund             Nations Treasury Fund         
                              
 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE
<PAGE>   6
 
                      PILOT SHORT-TERM U.S. TREASURY FUND
                    PILOT SHORT-TERM DIVERSIFIED ASSETS FUND
                  PILOT SHORT-TERM TAX-EXEMPT DIVERSIFIED FUND
                   PILOT MISSOURI SHORT-TERM TAX-EXEMPT FUND
 
                             ADMINISTRATION SHARES
   SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED JANUARY 2, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved Agreements and Plans of
Reorganization (the "Reorganization Agreements") relating to the proposed
consolidation of the portfolios of the Trust (each a "Pilot Fund") with
corresponding portfolios of Nations Fund, Inc. and Nations Fund Trust (each a
"Nations Fund"). Nations Fund, Inc. and Nations Fund Trust are each open-end
management investment companies registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for each Nations Fund. Pursuant to the
applicable Reorganization Agreement, each Pilot Fund described in this
Prospectus will reorganize into the corresponding Nations Fund indicated below
(a "Reorganization"). Each Reorganization is subject to the satisfaction of a
number of conditions, including approval by shareholders of the affected Pilot
Fund. It is currently anticipated that shareholders of each Pilot Fund will meet
in April 1997 to consider proposals to approve each Reorganization.
 
PILOT FUND                                     CORRESPONDING NATIONS FUND      
- ----------                                     --------------------------      
                                                                               
Pilot Missouri Short-Term Tax-Exempt Fund      Nations Tax Exempt Fund         
                                                                               
Pilot Short-Term Diversified Assets Fund       Nations Prime Fund              
                                                                               
Pilot Short-Term Tax-Exempt Diversified Fund   Nations Tax Exempt Fund         
                                                                               
Pilot Short-Term U.S. Treasury Fund            Nations Treasury Fund           
                                
 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE
<PAGE>   7
 
                          PILOT GROWTH AND INCOME FUND
                            PILOT EQUITY INCOME FUND
                               PILOT GROWTH FUND
                     PILOT SMALL CAPITALIZATION EQUITY FUND
 
                       CLASS A SHARES AND CLASS B SHARES
           SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED
                JANUARY 2, 1997 AS SUPPLEMENTED JANUARY 31, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved Agreements and Plans of
Reorganization (the "Reorganization Agreements") relating to the proposed
consolidation of the portfolios of the Trust (each a "Pilot Fund") with
corresponding portfolios of Nations Fund, Inc. and Nations Fund Trust (each a
"Nations Fund"). Nations Fund, Inc. and Nations Fund Trust are each open-end
management investment companies registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for each Nations Fund. Pursuant to the
applicable Reorganization Agreement, each Pilot Fund described in this
Prospectus will reorganize into the corresponding Nations Fund indicated below
(a "Reorganization"). Each Reorganization is subject to the satisfaction of a
number of conditions, including approval by shareholders of the affected Pilot
Fund. It is currently anticipated that shareholders of each Pilot Fund will meet
in April 1997 to consider proposals to approve each Reorganization.
 
PILOT FUND                                CORRESPONDING NATIONS FUND       
- ----------                                --------------------------       
                                                                           
Pilot Growth and Income Fund              Nations Value Fund               
                                                                           
Pilot Equity Income Fund                  Nations Equity Income Fund       
                                                                           
Pilot Growth Fund                         Nations Disciplined Equity Fund  
                                                                           
Pilot Small Capitalization Equity Fund    Nations Small Company Growth Fund
                                 
 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE
<PAGE>   8
 
                          PILOT GROWTH AND INCOME FUND
                            PILOT EQUITY INCOME FUND
                               PILOT GROWTH FUND
                     PILOT SMALL CAPITALIZATION EQUITY FUND
 
                                  PILOT SHARES
   SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED JANUARY 2, 1997
                        AS SUPPLEMENTED JANUARY 31, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved Agreements and Plans of
Reorganization (the "Reorganization Agreements") relating to the proposed
consolidation of the portfolios of the Trust (each a "Pilot Fund") with
corresponding portfolios of Nations Fund, Inc. and Nations Fund Trust (each a
"Nations Fund"). Nations Fund, Inc. and Nations Fund Trust are each open-end
management investment companies registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for each Nations Fund. Pursuant to the
applicable Reorganization Agreement, each Pilot Fund described in this
Prospectus will reorganize into the corresponding Nations Fund indicated below
(a "Reorganization"). Each Reorganization is subject to the satisfaction of a
number of conditions, including approval by shareholders of the affected Pilot
Fund. It is currently anticipated that shareholders of each Pilot Fund will meet
in April 1997 to consider proposals to approve each Reorganization.
 
PILOT FUND                               CORRESPONDING NATIONS FUND       
- ----------                               --------------------------       
                                                                          
Pilot Growth and Income Fund             Nations Value Fund               
                                                                          
Pilot Equity Income Fund                 Nations Equity Income Fund       
                                                                          
Pilot Growth Fund                        Nations Disciplined Equity Fund  
                                                                          
Pilot Small Capitalization Equity Fund   Nations Small Company Growth Fund

 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE
<PAGE>   9
 
                      PILOT SHORT-TERM U.S. TREASURY FUND
                    PILOT SHORT-TERM DIVERSIFIED ASSETS FUND
                  PILOT SHORT-TERM TAX-EXEMPT DIVERSIFIED FUND
                   PILOT MISSOURI SHORT-TERM TAX-EXEMPT FUND
 
                                  PILOT SHARES
   SUPPLEMENT DATED FEBRUARY 24, 1997 TO THE PROSPECTUS DATED JANUARY 2, 1997
 
     On January 7, 1997, Boatmen's Bancshares, Inc. merged into a wholly-owned
subsidiary of NationsBank Corporation ("NationsBank"). As a result of the
merger, Boatmen's Trust Company ("Boatmen's"), the investment adviser for each
series of The Pilot Funds (the "Trust"), became a wholly-owned subsidiary of
NationsBank.
 
     The Board of Trustees of the Trust has approved Agreements and Plans of
Reorganization (the "Reorganization Agreements") relating to the proposed
consolidation of the portfolios of the Trust (each a "Pilot Fund") with
corresponding portfolios of Nations Fund, Inc. and Nations Fund Trust (each a
"Nations Fund"). Nations Fund, Inc. and Nations Fund Trust are each open-end
management investment companies registered under the Investment Company Act of
1940. Currently, NationsBanc Advisors, Inc., an indirect subsidiary of
NationsBank, serves as investment adviser for each Nations Fund. Pursuant to the
applicable Reorganization Agreement, each Pilot Fund described in this
Prospectus will reorganize into the corresponding Nations Fund indicated below
(a "Reorganization"). Each Reorganization is subject to the satisfaction of a
number of conditions, including approval by shareholders of the affected Pilot
Fund. It is currently anticipated that shareholders of each Pilot Fund will meet
in April 1997 to consider proposals to approve each Reorganization.

<TABLE> 
PILOT FUND                                            CORRESPONDING NATIONS FUND
<S>                                                   <C>   
Pilot Missouri Short-Term Tax-Exempt Fund             Nations Tax Exempt Fund
 
Pilot Short-Term Diversified Assets Fund              Nations Prime Fund
 
Pilot Short-Term Tax-Exempt Diversified Fund          Nations Tax Exempt Fund
 
Pilot Short-Term U.S. Treasury Fund                   Nations Treasury Fund
</TABLE>
 
 
 
                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
                        PROSPECTUS FOR FUTURE REFERENCE


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