NATIONS FUND TRUST
NATIONS MARSICO FOCUSED EQUITIES FUND
NATIONS MARSICO GROWTH & INCOME FUND
Supplement dated December 1, 1998
to Prospectuses dated August 1, 1998
The combined prospectuses for the Primary A, Primary B, Investor A,
Investor B and Investor C Shares of Nations Marsico Focused Equities Fund and
Nations Marsico Growth & Income Fund are hereby supplemented by deleting the
sixth paragraph under the heading "How the Funds Are Managed--Investment
Adviser" concerning Marsico Capital Management, LLC and inserting in its place
the following:
Marsico Capital Management, LLC, located at 1200 17th Street,
Suite 1300, Denver Colorado 80202, serves as the investment sub-adviser
to Nations Marsico Focused Equities Fund and Nations Marsico Growth &
Income Fund pursuant to an investment sub-advisory agreement. On
November 10, 1998, NationsBank announced its intention to exercise an
option to purchase 50% ownership of Marsico Capital. Pursuant to the
1940 Act, the exercise of that option would be deemed to cause a
"change in control" of Marsico Capital, resulting in the automatic
termination of Marsico Capital's investment sub-advisory agreement. In
order for Marsico Capital to continue serving as the investment
sub-adviser to Nations Marsico Focused Equities Fund and Nations
Marsico Growth & Income Fund after the option is exercised, the
shareholders of Nations Marsico Focused Equities Fund and Nations
Marsico Growth & Income Fund must approve the continuation of the
investment sub-advisory agreement. Early in 1999, it is expected that
the Trust will call a special meeting of shareholders seeking their
approval for the continuation of the Marsico Capital investment
sub-advisory agreement.
