NATIONS FUND TRUST
497, 1999-12-28
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                              NATIONS FUND TRUST
                              NATIONS FUND, INC.
                               NATIONS RESERVES
                       Supplement dated January 3, 2000
               to Prospectuses dated August 1 or October 1, 1999

A. The prospectuses for the Money Market Funds are supplemented by deleting the
   paragraph in the "Principal Investment Strategies" section of each Fund's
   description -- "The Fund may also 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." -- and inserting the following for the respective Fund:

      1. Nations Prime Fund, Nations Cash Reserves, and Nations Money Market
         Reserves: Although not part of its principal investment strategies, the
         Fund may also lend its portfolio securities to qualified institutional
         investors and may engage in reverse repurchase agreements.

      2. Nations Treasury Reserves, Nations Treasury Fund, Nations Tax-Exempt
         Fund, Nations Municipal Reserves, Nations Government Reserves, Nations
         Government Money Market Fund and Nations California Tax-Exempt
         Reserves: Although not part of its principal investment strategies, the
         Fund may also lend its portfolios securities to qualified institutional
         investors.

B. The prospectuses for the Capital, Liquidity and Adviser Class Shares of
   Nations Reserves Money Market Funds are hereby supplemented by:

      1. deleting the first bullet point in the section entitled "About your
         investment -- How orders are processed" and inserting the following:

         o  5:00 p.m. Eastern time for Nations Cash Reserves, Nations Money
            Market Reserves and Nations Treasury Reserves, except:

            o  Orders must be received for Nations Money Market Reserves and
               Nations Treasury Reserves by 3:00 p.m. Eastern time on the last
               business day of each calendar quarter and business days that
               precede the national holidays observed by these Funds

            o  Orders must be received for Nations Cash Reserves by 3:00 p.m.
               Eastern time on the last business day of the calendar year

      2. deleting the third bullet point sentence in the section entitled "About
         your investment -- Buying shares," and inserting the following:


         o  5:00 p.m. Eastern time for Nations Cash Reserves, Nations Money
            Market Reserves and Nations Treasury Reserves, except:

            o  Payment must be received for Nations Money Market Reserves and
               Nations Treasury Reserves by 4:00 p.m. Eastern time on the last
               business day of each calendar quarter and business days that
               precede the national holidays observed by these Funds

            o  Payment must be received for Nations Cash Reserves by 4:00 p.m.
               Eastern time on the last business day of the calendar year

C. The prospectuses for each of the Money Market Funds are hereby supplemented
   by:

      1. Changing the references in the second call-out sentence and
         corresponding paragraph under the section entitled "How the Funds are
         managed -- Other service providers," and all corresponding references
         throughout the prospectuses, from First Data Investor Services Group,
         Inc. ("First Data") to PFPC Inc. ("PFPC") and the listed address to 400
         Bellevue Parkway, Wilmington, Delaware 19809.

      2. Changing all references throughout the prospectuses from TradeStreet
         Investment Associates, Inc. ("TradeStreet") to Banc of America Capital
         Management, Inc. ("BACAP"), as of January 18, 2000.


NF-2000-MM

<PAGE>
                              NATIONS FUND TRUST
                              NATIONS FUND, INC.
                               NATIONS RESERVES
                         NATIONS LIFEGOAL FUNDS, INC.
                      (collectively, the "Nations Funds")
                       Supplement dated January 3, 2000
        to Prospectuses dated August 1, October 1 or November 15, 1999

     PLEASE TAKE NOTE of the following changes to your Nations Funds prospectus.
This supplement is in addition to any supplements you may have previously
received.

                              MONEY MARKET FUNDS

A. The prospectuses for the Money Market Funds are supplemented by deleting the
   paragraph in the "Principal Investment Strategies" section of each Fund's
   description -- "The Fund may also 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." -- and inserting the following for the respective Fund:

      1. Nations Prime Fund, Nations Cash Reserves and Nations Money Market
         Reserves: Although not part of its principal investment strategies, the
         Fund may also lend its portfolio securities to qualified institutional
         investors and may engage in reverse repurchase agreements.

      2. Nations Treasury Fund, Nations Treasury Reserves, Nations Tax-Exempt
         Fund, Nations Municipal Reserves, Nations Government Reserves, Nations
         Government Money Market Fund and Nations California Tax-Exempt
         Reserves: Although not part of its principal investment strategies, the
         Fund may also lend its portfolios securities to qualified institutional
         investors.

B. The prospectuses for the Capital, Liquidity and Adviser Class Shares of
   Nations Reserves Money Market Funds are hereby supplemented by:

      1. deleting the first bullet point in the section entitled "About your
         investment -- How orders are processed" and inserting the following:

         o  5:00 p.m. Eastern time for Nations Cash Reserves, Nations Money
            Market Reserves and Nations Treasury Reserves, except:

            o  Orders must be received for Nations Money Market Reserves and
               Nations Treasury Reserves by 3:00 p.m. Eastern time on the last
               business day of each calendar quarter and business days that
               precede the national holidays observed by these Funds

            o  Orders must be received for Nations Cash Reserves by 3:00 p.m.
               Eastern time on the last business day of the calendar year

      2. deleting the third bullet point sentence in the section entitled "About
         your investment -- Buying shares," and inserting the following:

         o  5:00 p.m. Eastern time for Nations Cash Reserves, Nations Money
            Market Reserves and Nations Treasury Reserves, except:

            o  Payment must be received for Nations Money Market Reserves and
               Nations Treasury Reserves by 4:00 p.m. Eastern time on the last
               business day of each calendar quarter and business days that
               precede the national holidays observed by these Funds

            o  Payment must be received for Nations Cash Reserves by 4:00 p.m.
               Eastern time on the last business day of the calendar year

C. The prospectuses for each of the Money Market Funds are hereby supplemented
   by:

      1. Changing the references in the second call-out sentence and
         corresponding paragraph under the section entitled "How the Funds are
         managed -- Other service providers," and all corresponding references
         throughout the prospectuses, from First Data Investor Services Group,
         Inc. ("First Data") to PFPC Inc. ("PFPC") and the listed address to 400
         Bellevue Parkway, Wilmington, Delaware 19809.


NF-2000-01

                                       1
<PAGE>

2. Changing all references throughout the prospectuses from TradeStreet
   Investment Associates, Inc. ("TradeStreet") to Banc of America Capital
   Management, Inc. ("BACAP"), as of January 18, 2000.


                            NON-MONEY MARKET FUNDS

D. The prospectuses which include Investor A Shares for each non-Money Market
   Fund (except Nations Equity Index Fund, Nations Managed Index Fund, Nations
   Managed SmallCap Index Fund, Nations Managed Value Index Fund and Nations
   Managed SmallCap Value Index Fund) are hereby supplemented by:

      1. Deleting the eleventh and fourteenth bullet point paragraphs under the
         section entitled "About your investment -- When you might not have to
         pay a sales charge -- Front-end sales charges," and inserting the
         following:

         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  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

      2. Adding the following paragraph as the second to last paragraph under
         the section entitled "About your investment -- When you might not have
         to pay a sales charge -- Front-end sales charges:"

         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.

E. The prospectuses for Nations Managed Value Index Fund and Nations Managed
   SmallCap Value Index Fund are hereby supplemented by:

      1. Adding the following bullet point paragraph at the end of the section
         entitled "About the Index Funds -- Nations Managed Value Index Fund --
         Risks and other things to consider":

         Proposed reorganization -- On December 9, 1999, the Board of Trustees
         of Nations Fund Trust approved an Agreement and Plan of Reorganization
         (the "Plan"). Under the Plan, Nations Managed Index Fund, a series of
         Nations Fund Trust, will acquire all of the assets of Nations Managed
         Value Index Fund, also a series of Nations Fund Trust, in exchange for
         corresponding shares of equal value of Nations Managed Index Fund and
         the assumption by Nations Managed Index Fund of all liabilities of
         Nations Managed Value Index Fund. If this Plan is approved by
         shareholders of Nations Managed Value Index Fund at a special meeting
         of shareholders that will likely be called for late April 2000, the
         reorganization is expected to occur in mid-May 2000.

      2. Adding the following bullet point paragraph at the end of the section
         entitled "About the Index Funds -- Nations Managed SmallCap Value Index
         Fund -- Risks and other things to consider":

         Proposed reorganization -- On December 9, 1999, the Board of Trustees
         of Nations Fund Trust approved an Agreement and Plan of Reorganization
         (the "Plan"). Under the Plan, Nations Managed SmallCap Index Fund, a
         series of Nations Fund Trust, will acquire all of the assets of Nations
         Managed SmallCap Value Index Fund, also a series of Nations Fund Trust,
         in exchange for corresponding shares of equal value of Nations Managed
         SmallCap Index Fund and the assumption by Nations Managed SmallCap
         Index Fund of all liabilities of Nations Managed SmallCap Value Index
         Fund. If this Plan is approved by shareholders of Nations Managed
         SmallCap Value Index Fund at a special meeting of shareholders that
         will likely be called for late April 2000, the reorganization is
         expected to occur in mid-May 2000.

F. As of January 18, 2000, the prospectuses for Nations Value Fund, Nations
   Balanced Assets Fund, Nations Equity Index Fund, Nations Managed Index Fund,
   Nations Managed SmallCap Index Fund, Nations Managed Value Index Fund,
   Nations Managed SmallCap Value Index Fund, Nations Equity Income Fund,
   Nations Disciplined Equity Fund, Nations Capital Growth Fund, Nations
   Emerging Growth Fund, and Nations Small Company Growth Fund are hereby
   supplemented by:

      1. deleting the reference to Structured Products Management Team for
         Nations Equity Income Fund and Nations Disciplined Equity Fund under
         the sections entitled "About the Equity Funds -- About the sub-adviser"
         and "How the Funds are managed -- Investment sub-advisers --
         TradeStreet Investment Associates, Inc.," and inserting Growth
         Strategies Management Team in its place.


                                       2

<PAGE>

      2. deleting the reference to Core Growth Management Team for Nations
         Capital Growth Fund under the sections entitled "About the Equity Funds
         -- About the sub-adviser" and "How the Funds are managed -- Investment
         sub-advisers -- TradeStreet Investment Associates, Inc.," and inserting
         Growth Strategies Management Team in its place.

      3. deleting the reference to Strategic Growth Management Team for Nations
         Emerging Growth Fund under the sections entitled "About the Equity
         Funds -- About the sub-adviser" and "How the Funds are managed --
         Investment sub-advisers -- TradeStreet Investment Associates, Inc.,"
         and inserting Growth Strategies Management Team in its place.

      4. deleting the reference to Strategic Growth Management Team for Nations
         Small Company Growth Fund under the sections entitled "About the Equity
         Funds -- About the sub-adviser" and "How the Funds are managed --
         Investment sub-advisers -- TradeStreet Investment Associates, Inc.,"
         and inserting SmallCap Strategies Management Team in its place.

      5. deleting the reference to Structured Products Management Team for
         Nations Equity Index Fund, Nations Managed Index Fund, Nations Managed
         SmallCap Index Fund, Nations Managed Value Index Fund and Nations
         Managed SmallCap Value Index Fund under the sections entitled "About
         the Index Funds -- About the sub-adviser" and "How the Funds are
         managed -- Investment sub-advisers -- TradeStreet Investment
         Associates, Inc.," and inserting Quantitative Strategies Management
         Team in its place.

      6. deleting the reference to Value Management Team for Nations Value Fund
         and Nations Balanced Assets Fund under the section entitled "About the
         Balanced Funds -- About the sub-adviser" and "How the Funds are managed
         -- Investment sub-advisers -- TradeStreet Investment Associates, Inc.,"
         and inserting Value Strategies Management Team in its place.

G. The prospectuses for each of the non-Money Market Funds are hereby
 supplemented by:

      1. Changing the references in the second call-out sentence and
         corresponding paragraph under the section entitled "How the Funds are
         managed -- Other service providers,"and all corresponding references
         throughout the prospectuses, from First Data Investor Services Group,
         Inc. ("First Data") to PFPC Inc. ("PFPC") and the listed address to 400
         Bellevue Parkway, Wilmington, Delaware 19809.

      2. Changing all references throughout the prospectuses from TradeStreet
         Investment Associates, Inc. ("TradeStreet") to Banc of America Capital
         Management, Inc. ("BACAP"), as of January 18, 2000.

H. As of February 14, 2000, the prospectuses for Nations U.S. Government Bond
   Fund and Nations Strategic Equity Fund are hereby supplemented by replacing
   all references to Boatmen's Capital Management, Inc. ("Boatmen's") as
   investment sub-adviser to U.S. Government Bond Fund and Bank of America
   Investment Management ("BAIM") as investment sub-adviser to Nations Strategic
   Equity Fund with Banc of America Capital Management, Inc. ("BACAP"). In
   addition, as of the same date, substituting a reference in the sections
   entitled "About the Equity Funds -- About the sub-adviser" and "How the Funds
   are managed -- Investment sub-advisers" to reflect that BACAP's Fixed Income
   Management Team makes the day-to-day investment decisions for Nations U.S.
   Government Bond Fund and that BACAP's Growth Strategies Management Team makes
   the day-to-day investment decisions for Nations Strategic Equity Fund.

I. The prospectuses for Nations Emerging Growth Fund, Nations Disciplined Equity
   Fund, Nations Equity Index Fund, Nations Managed SmallCap Index Fund, Nations
   Diversified Income Fund, Nations Strategic Equity Fund, Nations Strategic
   Fixed Income Fund, Nations Small Company Growth Fund and Nations Capital
   Income Fund are hereby supplemented as follows:

      1. Changing all references throughout the prospectuses from Nations
         Emerging Growth Fund to Nations MidCap Growth Fund, as of March 15,
         2000.

      2. Changing all references throughout the prospectuses from Nations
         Disciplined Equity Fund to Nations Aggressive Growth Fund, as of April
         17, 2000.

      3. Changing all references throughout the prospectuses from Nations Equity
         Index Fund to Nations LargeCap Index Fund, as of March 15, 2000.

      4. Changing all references throughout the prospectuses from Nations
         Managed SmallCap Index Fund to Nations SmallCap Index Fund, as of May
         12, 2000.

      5. Changing all references throughout the prospectuses from Nations
         Diversified Income Fund to Nations Strategic Income Fund, as of March
         15, 2000.

                                       3
<PAGE>

      6. Changing all references throughout the prospectuses from Nations
         Strategic Equity Fund to Nations Strategic Growth Fund, as of February
         14, 2000.

      7. Changing all references throughout the prospectuses from Nations
         Strategic Fixed Income Fund to Nations Investment Grade Bond Fund, as
         of March 15, 2000.

      8. Changing all references throughout the prospectuses from Nations Small
         Company Growth Fund to Nations Small Company Fund, as of March 15,
         2000.

      9. Changing all references throughout the prospectuses from Nations
         Capital Income Fund to Nations Convertible Securities Fund, as of March
         15, 2000.

J. The prospectuses for Nations Disciplined Equity Fund, Nations Managed
   SmallCap Index Fund and Nations U.S. Government Bond Fund are hereby
   supplemented by replacing the discussion of each Fund under the section
   entitled "About the Funds," with the attached for each respective Fund as of
   February 14, 2000 for Nations U.S. Government Bond Fund, April 17, 2000 for
   Nations Disciplined Equity Fund and May 12, 2000 for Nations Managed SmallCap
   Index Fund. In the case of Nations U.S. Government Bond Fund, the attached
   reflects changes to the Fund's investment strategies. In the case of Nations
   Disciplined Equity Fund and Nations Managed SmallCap Index Fund, the attached
   reflects changes to the name, investment objective, investment strategies and
   stated risks of each Fund. Please also note that, effective April 17, 2000,
   Nations Disciplined Equity Fund will compare its performance to the Russell
   1000 index, an unmanaged index which measures the performance of the 1,000
   largest U.S. companies based on total market capitalization.

                                       4
<PAGE>

About the Equity Fund
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

About the sub-adviser

Banc of America Capital Management, Inc. (BACAP) is this Fund's sub-adviser.
BACAP's Quantitative Strategies Management Team makes the day-to-day investment
decisions for the Fund.

Nations Aggressive Growth Fund

[GRAPHIC OMITTED] Investment objective

                  This Fund seeks capital appreciation.

[GRAPHIC OMITTED] Principal investment strategies

                  The Fund normally invests at least 65% of its assets in common
                  stocks of large and medium-sized U.S. companies. These
                  companies typically have a market capitalization of $500
                  million or more.

 The Fund may also 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.

 The management team uses a combination of fundamental and quantitative analysis
 to help construct a portfolio of 50 to 75 securities of companies diversified
 across industry sectors. The team's investment process begins with a review of
 all major U.S. companies with a market capitalization of $500 million or more
 with the goal of discovering potential industry leaders.

 When selecting investments, the team looks for securities it believes are
 attractively priced with increasing earnings. It uses quantitative analysis,
 which is an analysis of a company's financial information, and fundamental
 analysis to:

  o   identify companies with above-average growth potential, a strong
      competitive position and effective management strategies; and

  o   identify companies presenting tactical opportunities, such as companies
      likely to experience cyclical profit recovery or exhibiting structural
      change

 The management team may use various strategies, consistent with the Fund's
 investment objective, to try to reduce the amount of capital gains it
 distributes to shareholders. For example, the team:

  o will focus on long-term investments to try and limit the number of buy and
    sell transactions

  o will try to sell securities that have the lowest tax burden on shareholders

  o may offset capital gains by selling securities to realize a capital loss

  o will invest primarily in securities with lower dividend yields

  o may use options instead of selling securities

 While the Fund tries to manage capital gain distributions, it will not be able
 to completely avoid making taxable distributions. These strategies also may be
 affected by changes in tax laws and regulations, or by court decisions.

 The team may sell a security when it forecasts a decline in industry
 profitability, it believes a company's competitive position erodes
 significantly, management strategies prove ineffective or a company's price
 exceeds a reasonable value.

                                       5
<PAGE>

[GRAPHIC OMITTED] Risks and other things to consider
                  Nations Aggressive Growth Fund has the following risks:

                  o Investment strategy risk -- The team uses quantitative and
                    fundamental analysis to select securities it believes are
                    attractively priced with increased earnings. There is a risk
                    that the value of these investments will not rise as high as
                    the team expects, or will fall.

                  o Stock market risk -- The value of the stocks the Fund holds
                    can be affected by changes in the 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. As of the date of this
                    prospectus, the markets, as measured by the S&P 500 and
                    other commonly used indices, were trading at or close to
                    record levels. There can be no guarantee that these levels
                    will continue.


                                       6

<PAGE>

About the Index Fund
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

About the sub-adviser

Banc of America Capital Management, Inc. (BACAP) is this Fund's sub-adviser.
BACAP's Quantitative Strategies Management Team makes the day-to-day investment
decisions for the Fund.


[GRAPHIC OMITTED]

What is an index fund?

Index funds use a "passive" or "indexing" investment approach, which attempts to
duplicate the performance of a specific market index.

Correlation measures how closely a fund's returns match those of an index. A
perfect correlation of 1.0 means that the net asset value of the fund increases
or decreases in exact proportion to changes in the index.


Nations SmallCap Index Fund

[GRAPHIC OMITTED] Investment objective

                  This Fund seeks investment results that (before fees and
                  expenses) correspond to the total return of the Standard &
                  Poor's SmallCap 600 Stock Price Index (S&P SmallCap 600).


[GRAPHIC OMITTED] Principal investment strategies

                  The Fund normally invests at least 80% of its assets in common
                  stocks that are included in the S&P SmallCap 600. The S&P
                  SmallCap 600 is an unmanaged index of 600 common stocks
                  weighted by market capitalization. It is not available for
                  investment.

 The Fund may buy stock index futures and other financial futures as substitutes
 for the underlying securities in the S&P SmallCap 600.

 The Fund may also 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.

 Different common stocks have different weightings in the S&P SmallCap 600,
 depending on the amount of stock outstanding and the stock's current price. In
 trying to match the performance of the S&P SmallCap 600, the management team
 will try to allocate the Fund's portfolio among common stocks in approximately
 the same weightings as the S&P SmallCap 600, beginning with the most heavily
 weighted stocks that make up a larger portion of the value of the S&P SmallCap
 600.

 The team generally will try to match the composition of the S&P SmallCap 600 as
 closely as possible. The team starts with the stocks that make up a larger
 portion of the value of the S&P SmallCap 600. It may not always invest in
 stocks that make up the smaller percentages because it may be more difficult
 and costly to make relatively small transactions. The team may remove a stock
 from the Fund's holdings or not invest in a stock if it believes that the stock
 is not liquid enough, or for other reasons. The team can substitute stocks that
 are not included in the S&P SmallCap 600, if it believes these stocks have
 similar characteristics.

 The Fund tries to achieve a correlation of at least 0.95 with the S&P SmallCap
 600 on an annual basis (before fees and expenses). The Fund's ability to track
 the S&P SmallCap 600 is affected by transaction costs and other expenses,
 changes in the composition of the S&P SmallCap 600, changes in the number of
 shares issued by the companies represented in the S&P SmallCap 600, and by the
 timing and amount of shareholder purchases and redemptions, among other things.

                                       7
<PAGE>

 Equity mutual funds, like other investors in equity securities, incur
 transaction costs, such as brokerage costs, when they buy and sell securities.
 The management team tries to minimize these costs for the Fund by using program
 trades and crossing networks.

 The team may sell a stock when its percentage weighting in the index is
 reduced, when the stock is removed from the index, or for other reasons.

[GRAPHIC OMITTED] Risks and other things to consider
                  Nations SmallCap Index Fund has the following risks:

                  o Investment strategy risk - This Fund tries to match (before
                    fees and expenses) the returns of the S&P 600, and is not
                    actively managed. There is no assurance that the returns of
                    the Fund will match the returns of the S&P 600. The value of
                    the Fund will rise and fall with the performance of the S&P
                    600.

                  o Stock market risk - The value of the stocks the Fund 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. As of the date of this prospectus, the stock
                    markets, as measured by the S&P 600 and other commonly used
                    indices, were trading at or close to record levels. There
                    can be no guarantee that these levels will continue.

                  o Futures risk - This Fund may use futures contracts as a
                    substitute for the securities included in the index. There
                    is a risk that this could result in losses, reduce returns,
                    increase transaction costs or increase the Fund's
                    volatility.


                                       8

<PAGE>

About the Fixed Income Fund
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

About the sub-adviser

Banc of America Capital Management, Inc. (BACAP) is this Fund's sub-adviser.
BACAP's Fixed Income Management Team makes the day-to-day investment decisions
for the Fund.


[GRAPHIC OMITTED]

Mortgage-backed securities

This Fund invests in mortgage-backed securities. Mortgage-backed securities tend
to pay higher income than U.S. Treasury bonds and other government-backed bonds
with similar maturities, but also have specific risks associated with them. They
pay a monthly amount that includes a portion of the principal on the underlying
mortgages, as well as interest.


Nations U.S. Government Bond Fund

[GRAPHIC OMITTED] Investment objective
                  This Fund seeks total return and preservation of capital by
                  investing in U.S. Government securities and repurchase
                  agreements collateralized by such securities.

[GRAPHIC OMITTED] Principal investment strategies

                  This Fund normally invests at least 65% of its assets in U.S.
                  government obligations and repurchase agreements secured by
                  these securities.

It may also invest in:

  o mortgage-related securities issued by governments or corporations

  o asset-backed securities or municipal securities rated investment grade at
    the time of investment, or unrated if the portfolio management team believes
    they are of comparable quality to investment grade securities at the time of
    investment

  o corporate debt securities, including bonds, notes and debentures rated
    investment grade at the time of investment, or unrated if the portfolio
    management team believes they are of comparable quality to investment grade
    securities at the time of investment

 The Fund may also 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.

 Normally, the Fund's average dollar-weighted maturity will be between five and
 30 years.

 When selecting individual investments, the portfolio management team:

  o looks at a fixed income security's potential to generate both income and
    price appreciation

  o allocates assets primarily among U.S. government obligations, including
    securities issued by government agencies, mortgage-backed securities and
    U.S. Treasury securities, based on how they have performed in the past, and
    on how they are expected to perform under current market conditions. The
    team may change the allocations when market conditions change

  o selects securities using structure analysis, which evaluates the
    characteristics of a security, including its call features, coupons and
    expected timing of cash flows


 The team may sell a security when it believes the security is overvalued, there
 is a deterioration in the security's credit rating or in the issuer's financial
 situation, when other investments are more attractive, or for other reasons.


                                       9
<PAGE>

[GRAPHIC OMITTED] Risks and other things to consider
                  Nations U.S. Government Bond Fund has the following risks:

                  o Investment strategy risk - There is a risk that the value of
                    the investments that the portfolio management team chooses
                    will not rise as high as the team expects, or will fall.

                  o Interest rate risk - The prices of fixed income securities
                    will tend to fall when interest rates rise. In general,
                    fixed income securities with longer terms tend to fall more
                    in value when interest rates rise than fixed income
                    securities with shorter terms.

                  o Credit risk - The Fund could lose money if the issuer of a
                    fixed income security is unable to pay interest or repay
                    principal when it's due. Credit risk usually applies to most
                    fixed income securities, but is generally not a factor for
                    U.S. government obligations.

                  o Derivatives risk - This Fund may invest in derivatives.
                    There is a risk that these investments could result in
                    losses, reduce returns, increase transaction costs or
                    increase the Fund's volatility.

                  o Changing distribution levels - The level of monthly income
                    distributions paid by the Fund depends on the amount of
                    income paid by the securities the Fund holds. It is not
                    guaranteed and will change. Changes in the value of the
                    securities, however, generally should not affect the amount
                    of income they pay.

                  o Prepayment and extension risk - The value of the Fund's
                    mortgage-backed securities can fall if the owners of the
                    underlying mortgages pay off their mortgages sooner than
                    expected, which could happen when interest rates fall, or
                    later than expected, which could happen when interest rates
                    rise. If the underlying mortgages are paid off sooner than
                    expected, the Fund may have to reinvest this money in
                    mortgage-backed securities that have lower yields.


                                       10


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